| Consolidated Balance Sheets (USD $) | ||
| In Thousands | 3 Months Ended
Mar. 31, 2010 | 12 Months Ended
Dec. 31, 2009 |
| ASSETS: | ||
| Investment properties, at cost | $25,111,988 | $25,336,189 |
| Less - accumulated depreciation | 7,026,845 | 7,004,534 |
| Investment properties, net | 18,085,143 | 18,331,655 |
| Cash and cash equivalents | 3,326,642 | 3,957,718 |
| Tenant receivables and accrued revenue, net | 355,469 | 402,729 |
| Investment in unconsolidated entities, at equity | 1,418,987 | 1,468,577 |
| Deferred costs and other assets | 1,159,035 | 1,155,587 |
| Note receivable from related party | 632,000 | 632,000 |
| Total assets | 24,977,276 | 25,948,266 |
| LIABILITIES: | ||
| Mortgages and other indebtedness | 17,883,189 | 18,630,302 |
| Accounts payable, accrued expenses, intangibles, and deferred revenues | 952,526 | 987,530 |
| Cash distributions and losses in partnerships and joint ventures, at equity | 469,453 | 457,754 |
| Other liabilities and accrued dividends | 182,488 | 159,345 |
| Total liabilities | 19,487,656 | 20,234,931 |
| Commitments and contingencies | ||
| Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | 123,859 | 125,815 |
| Series I 6% convertible perpetual preferred stock, 19,000,000 shares authorized, 4,484,683 and 8,091,155 issued and outstanding, respectively, at liquidation value | 224,234 | 404,558 |
| Capital stock (850,000,000 total shares authorized, $.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 | 45,622 | 45,704 |
| Capital in excess of par value | 7,704,856 | 7,547,959 |
| Accumulated deficit | (3,119,320) | (2,955,671) |
| Accumulated other comprehensive loss | (27,517) | (3,088) |
| Common stock held in treasury at cost, 4,013,037 and 4,126,440 shares, respectively | (167,250) | (176,796) |
| Total stockholders' equity | 4,436,420 | 4,458,137 |
| Noncontrolling interests | 705,107 | 724,825 |
| Total equity | 5,141,527 | 5,182,962 |
| Total liabilities and equity | 24,977,276 | 25,948,266 |
| Class A common stock | ||
| Capital stock (850,000,000 total shares authorized, $.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
| Common stock | 29 | 29 |
| Class B common stock | ||
| Capital stock (850,000,000 total shares authorized, $.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock): | ||
| Common stock | $0 | $0 |
| Consolidated Balance Sheets (Parenthetical) (USD $) | ||
| In Thousands, except Share data | Mar. 31, 2010
| Dec. 31, 2009
|
| Series I 6% convertible perpetual preferred stock, shares authorized | 19,000,000 | 19,000,000 |
| Series I 6% convertible perpetual preferred stock, shares issued | 4,484,683 | 8,091,155 |
| Series I 6% convertible perpetual preferred stock, shares outstanding | 4,484,683 | 8,091,155 |
| 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 |
| 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 |
| Series J 8 3/8% cumulative redeemable preferred stock, liquidation value (in dollars) | $39,847 | $39,847 |
| Common stock held in treasury, shares | 4,013,037 | 4,126,440 |
| Class A 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 | 293,080,911 | 289,866,711 |
| Common stock, shares outstanding | 293,080,911 | 289,866,711 |
| 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 |
| Consolidated Statements of Operations and Comprehensive (Loss) Income (USD $) | ||
| In Thousands, except Per Share data | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
| REVENUE: | ||
| Minimum rent | $571,610 | $571,414 |
| Overage rent | 13,211 | 12,500 |
| Tenant reimbursements | 255,928 | 258,762 |
| Management fees and other revenues | 28,568 | 30,651 |
| Other income | 55,754 | 45,165 |
| Total revenue | 925,071 | 918,492 |
| EXPENSES: | ||
| Property operating | 98,768 | 106,147 |
| Depreciation and amortization | 228,909 | 256,337 |
| Real estate taxes | 89,729 | 88,243 |
| Repairs and maintenance | 23,745 | 22,588 |
| Advertising and promotion | 18,836 | 18,506 |
| (Recovery of) provision for credit losses | (3,451) | 13,015 |
| Home and regional office costs | 17,315 | 26,163 |
| General and administrative | 5,112 | 4,048 |
| Transaction expenses | 3,700 | |
| Other | 15,492 | 19,229 |
| Total operating expenses | 498,155 | 554,276 |
| OPERATING INCOME | 426,916 | 364,216 |
| Interest expense | (263,959) | (226,036) |
| Loss on extinguishment of debt | (165,625) | |
| Income tax (expense) benefit of taxable REIT subsidiaries | (202) | 2,523 |
| Income from unconsolidated entities | 17,582 | 5,545 |
| Gain on sale or disposal of assets | 6,042 | |
| CONSOLIDATED NET INCOME | 20,754 | 146,248 |
| Net income attributable to noncontrolling interests | 5,771 | 32,951 |
| Preferred dividends | 5,610 | 6,529 |
| NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 9,373 | 106,768 |
| BASIC EARNINGS PER COMMON SHARE: | ||
| Net income attributable to common stockholders (in dollars per share) | 0.03 | 0.45 |
| DILUTED EARNINGS PER COMMON SHARE: | ||
| Net income attributable to common stockholders (in dollars per share) | 0.03 | 0.45 |
| COMPREHENSIVE INCOME | ||
| Consolidated Net Income | 20,754 | 146,248 |
| Unrealized gain (loss) on interest rate hedge agreements | 4,612 | (24,427) |
| Net loss on derivative instruments reclassified from accumulated other comprehensive loss into interest expense | (3,840) | (3,510) |
| Currency translation adjustments | (8,900) | (12,823) |
| Changes in available-for-sale securities and other | (21,190) | (23,427) |
| Comprehensive (loss) income | (8,564) | 82,061 |
| Comprehensive income attributable to noncontrolling interests | 882 | 22,177 |
| Comprehensive (loss) income attributable to common stockholders | ($9,446) | $59,884 |
| Consolidated Statements of Cash Flows (USD $) | ||
| In Thousands | 3 Months Ended
Mar. 31, 2010 | 3 Months Ended
Mar. 31, 2009 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Consolidated Net Income | $20,754 | $146,248 |
| Adjustments to reconcile consolidated net income to net cash provided by operating activities -- | ||
| Depreciation and amortization | 233,856 | 257,605 |
| Loss on debt extinguishment | 165,625 | |
| Gain on sale or disposal of assets | (6,042) | |
| Straight-line rent | (2,824) | (8,694) |
| Equity in income of unconsolidated entities | (17,582) | (5,545) |
| Distributions of income from unconsolidated entities | 26,978 | 28,945 |
| Changes in assets and liabilities -- | ||
| Tenant receivables and accrued revenue, net | 49,756 | 59,419 |
| Deferred costs and other assets | (26,669) | (40,591) |
| Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | 4,537 | (2,569) |
| Net cash provided by operating activities | 448,389 | 434,818 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Funding of loans to related parties | (20,000) | |
| Repayments on loans to related parties | 4,700 | |
| Capital expenditures, net | (62,780) | (137,094) |
| Net proceeds from sale of assets | 5,811 | |
| Investments in unconsolidated entities | (4,410) | (8,095) |
| Purchase of marketable and non-marketable securities | (6,676) | (42,602) |
| Distributions of capital from unconsolidated entities and other | 28,730 | 37,880 |
| Net cash used in investing activities | (39,325) | (165,211) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Proceeds from sales of common stock and other | 235 | 525,657 |
| Distributions to noncontrolling interest holders in properties | (6,872) | (6,749) |
| Contributions from noncontrolling interest holders in properties | 2,355 | |
| Preferred distributions of the Operating Partnership | (1,218) | (4,177) |
| Preferred dividends and distributions to stockholders | (177,130) | (27,380) |
| Distributions to limited partners | (34,618) | (5,077) |
| Loss on debt extinguishment | (165,625) | |
| Mortgage and other indebtedness proceeds, net of transaction costs | 2,224,215 | 1,427,701 |
| Mortgage and other indebtedness principal payments | (2,879,127) | (2,057,153) |
| Net cash used in financing activities | (1,040,140) | (144,823) |
| (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (631,076) | 124,784 |
| CASH AND CASH EQUIVALENTS, beginning of period | 3,957,718 | 773,544 |
| CASH AND CASH EQUIVALENTS, end of period | $3,326,642 | $898,328 |
| Organization | |
| 3 Months Ended
Mar. 31, 2010 | |
| 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. Simon Property Group,L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties. In these condensed notes to the unaudited consolidated financial statements, the terms "we", "us" and "our" refer to Simon Property Group,Inc., the Operating Partnership, and their subsidiaries. We own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlets, The Mills, and community/lifestyle centers. As of March31, 2010, we owned or held an interest in 318 income-producing properties in the United States, which consisted of 161 regional malls, 41 Premium Outlets, 66 community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 14 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. Internationally, as of March31, 2010, we had ownership interests in 53European shopping centers (France, Italy and Poland), eight Premium Outlets in Japan, one Premium Outlet in Mexico, and one Premium Outlet in South Korea. On February4, 2010, we and our joint venture partner entered into a definitive agreement to sell all of the interests in Simon Ivanhoe S..r.l, or Simon Ivanhoe, which owns seven shopping centers located in France and Poland. The transaction is expected to close in the second quarter of 2010. We also entered into a definitive agreement to acquire a portfolio of 22 outlet shopping centers which is expected to close in the summer of 2010. |
| Basis of Presentation | |
| 3 Months Ended
Mar. 31, 2010 | |
| Basis of Presentation | |
| Basis of Presentation | 2.Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended March31, 2010 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 Form10-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 Form10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2009 Annual Report on Form10-K. As of March31, 2010, we consolidated 197 wholly-owned properties and 18 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 166 properties, or the joint venture properties, using the equity method of accounting. We manage the day-to-day operations of 93 of the 166 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 Europe, Japan, Mexico, and Korea comprise 63 of the remaining 73 properties. The international properties are managed locally by joint ventures in which we share oversight responsibility with our partner. Additionally, we account for our investment in SPG-FCM Ventures,LLC, or SPG-FCM, which acquired The Mills Corporation and its wholly-owned subsidiary, The Mills Limited Partnership, collectively Mills, in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity (VIE) and that Farallon Capital Management, L.L.C., or Farallon, our joint venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable partnership agreements. We allocate net operating results of the Operating Partnership after preferred distributions to third parties and to us based on the partners' respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributed to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in the Operating Partnership was 83.2% and 80.6% for the three months ended March31, 2010 and 2009, respectively. As of March31, 2010 and December31, 2009, our ownership interest in the Operating Partnership was 83.4% and 83.2%, respectively. We adjust the limited partners' interests at the end of each period to |
| Significant Accounting Policies | |
| 3 Months Ended
Mar. 31, 2010 | |
| 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 90days 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 markets. Our gift card programs are administered by banks. We collect gift card funds at the point of sale and then remit those funds to the banks for further processing. As a result, cash and cash equivalents, as of March31, 2010, include a balance of $39.8million related to these gift card programs which we do not consider available for general working capital purposes. 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 with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. Marketable and Non-Marketable Securities Marketable securities consist primarily of the investments of our captive insurance subsidiaries, our investment in shares of common stock of Liberty InternationalPLC, or Liberty, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold. The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Our investment in Liberty is also accounted for as an available-for-sale security. Liberty operates regional shopping centers and is the owner of other retail assets throughout the United Kingdom, as well as certain real estate assets in the U.S. Our interest in Liberty is adjusted to their quoted market price, including a related foreign exchange component. Changes in the values of these securities are recognized in accumulated other comprehensive loss until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred. At March31, 2010, we owne |
| Per Share Data | |
| 3 Months Ended
Mar. 31, 2010 | |
| Per Share Data | |
| Per Share Data | 4.Per Share Data We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive common shares were converted into shares at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per share. For the Three Months Ended March31, 2010 2009 Net Income attributable to Common Stockholders Basic $ 9,373 $ 106,768 Effect of dilutive securities: Impact to General Partner's interest in Operating Partnership from all dilutive securities and options 1 20 Net Income attributable to Common Stockholders Diluted $ 9,374 $ 106,788 Weighted Average Shares Outstanding Basic 286,124,631 235,908,551 Effect of stock options 313,742 219,910 Weighted Average Shares Outstanding Diluted 286,438,373 236,128,461 For the three months ended March31, 2010, potentially dilutive securities include stock options, convertible preferred stock, units that are exchangeable for common stock, units granted under our long-term incentive performance programs and preferred units that are convertible into common units or exchangeable for our preferred stock. The only securities that had a dilutive effect for the three months ended March31, 2010 and 2009 were stock options. We accrue dividends when they are declared. |
| Investment in Unconsolidated Entities | |
| 3 Months Ended
Mar. 31, 2010 | |
| Investment in Unconsolidated Entities | |
| Investment in Unconsolidated Entities | 5.Investment in Unconsolidated Entities Real Estate Joint Ventures Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio. We held joint venture ownership interests in 103 properties in the United States as of March31, 2010 and December31, 2009. We also held interests in two joint ventures which owned 53European shopping centers as of March31, 2010 and 51 as of December31, 2009. At March31, 2010, we also held interests in eight joint venture properties in Japan, one joint venture property in Mexico, and one joint venture property in South Korea. We account for these joint venture properties using the equity method of accounting. Substantially all of our joint venture properties are subject to rights of first refusal, buy-sell provisions, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time (subject to any applicable lock up or similar restrictions), which could result in either the sale of our interest or the use of available cash or borrowings to acquire a joint venture interest from our partner. Loans to SPG-FCM As part of the Mills acquisition, the Operating Partnership made loans to SPG-FCM and Mills primarily at rates of LIBOR plus 270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of preferred stock, during 2007. As of March31, 2010 and December31, 2009, the outstanding balance of our remaining loan to SPG-FCM was $632.0million. During the quarters ended March31, 2010 and 2009, we recorded approximately $3.0million and $2.2million in interest income (net of inter-entity eliminations), related to this loan, respectively. The loan facility bears interest primarily at a rate of LIBOR plus 275 basis points and matures on June7, 2010, with two available one-year extensions. International Joint Venture Investments European Joint Ventures.We conduct our international operations in Europe through two European joint ventures: Simon Ivanhoe and Gallerie Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments was $279.9million and $298.8million as of March31, 2010 and December31, 2009, respectively, including all related components of accumulated other comprehensive income (loss). We have a 50% ownership interest in Simon Ivanhoe and a 49% ownership interest in GCI. On February4, 2010, we and our joint venture partner in Simon Ivanhoe, Ivanhoe CambridgeInc., or Ivanhoe Cambridge, entered into a definitive agreement to sell all of the interests in Simon Ivanhoe which owns seven shopping centers located in France and Poland to Unibail-Rodamco. The joint venture partners will receive consideration of 715million for their interests, subject to certain post-closing adjustments. We expect our share of the gain on sale of our interests in Simon Ivanhoe to be approximately $300million. The tran |
| Debt | |
| 3 Months Ended
Mar. 31, 2010 | |
| Debt | |
| Debt | 6.Debt Unsecured Debt Our unsecured debt currently consists of $11.2billion of senior unsecured notes of the Operating Partnership and $435.1million outstanding under our unsecured revolving credit facility, or the Credit Facility. The Credit Facility has a borrowing capacity of $3.68billion and contains an accordion feature allowing the maximum borrowing capacity to expand to $4.0billion. The Credit Facility matures on March31, 2013. The base interest on the Credit Facility is LIBOR plus 210 basis points and includes a facility fee of 40 basis points. The total outstanding balance of the Credit Facility as of March31, 2010 was $435.1million, all of which was comprised of the U.S. dollar equivalent of Euro and Yen-denominated borrowings. The maximum outstanding balance during the three months ended March31, 2010 was approximately $447.9million. During the three months ended March31, 2010, the weighted average outstanding balance on the Credit Facility was approximately $446.7million. On January12, 2010, the Operating Partnership commenced a cash tender offer for any and all senior unsecured notes of ten outstanding series with maturity dates ranging from 2011 to March 2013. The total principal amount of the notes accepted for purchase on January26, 2010 was approximately $2.3billion, with a weighted average duration of 2.0years and a weighted average coupon of 5.76%. The Operating Partnership purchased the tendered notes with cash on hand and the proceeds from an offering of $2.25billion of senior unsecured notes that closed on January25, 2010. The senior notes offering was comprised of $400.0million of 4.20% notes due 2015, $1.25billion of 5.65% notes due 2020 and $600.0million of 6.75% notes due 2040. The weighted average duration of the notes offering was 14.4years and the weighted average coupon was 5.69%. We recorded a $165.6million charge to earnings in the first quarter of 2010 as a result of the tender offer. On March18, 2010, the Operating Partnership repaid a $300.0million senior unsecured note, which had a fixed rate of 4.875%. Secured Debt Total secured indebtedness was $6.2billion and $6.6billion at March31, 2010 and December31, 2009, respectively. During the three months ended March31, 2010, we repaid $281.6million in mortgage loans, unencumbering two properties. 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 other indebtedness, excluding those with an associated fixed to floating swap, was $15.5billion and $16.1billion as of March31, 2010 and December31, 2009, respectively. The fair values of financial instruments and our related discount rate assum |
| Equity | |
| 3 Months Ended
Mar. 31, 2010 | |
| Equity | |
| Equity | 7.Equity During the first quarter of 2010, we issued 146,843 shares of common stock to thirty-two limited partners in exchange for an equal number of units. For the quarter ending March31, 2010, holders of our SeriesI 6% Convertible Perpetual Preferred Stock, or SeriesI Preferred Stock, and holders of the Operating Partnership's 6% SeriesI Convertible Perpetual Preferred Units, or SeriesI Preferred Units, could elect to convert their SeriesI Preferred Stock into shares of our common stock or SeriesI Preferred Units into units of the Operating Partnership or SeriesI Preferred Stock. The optional conversion election resulted from the closing sale price of our common stock exceeding the applicable trigger price per share for a period of 20 trading days in the last 30 trading days of the prior quarter. Each share of SeriesI Preferred Stock and SeriesI Preferred Unit was convertible into common stock or units at a conversion ratio of .847495 through April14, 2010. On March17, 2010, we announced that we would redeem all of the outstanding shares of our SeriesI Preferred Stock and the Operating Partnership's SeriesI Preferred Units on April16, 2010. The redemption price was equal to the liquidation value per share plus accumulated and unpaid dividends through the redemption date or $50.4917 per share or unit. As of March31, 2010, we had issued 3,056,397 shares of common stock as a result of the conversion of 3,606,472 shares of SeriesI Preferred Stock. In addition, the Operating Partnership issued 55,844 units as a result of the conversion of 65,896 SeriesI Preferred Units. Subsequent to March31, 2010 and up to the redemption date of April16, 2010, holders of SeriesI Preferred Stock converted an additional 4,264,804 shares of SeriesI Preferred Stock into 3,614,192 shares of our common stock and holders of SeriesI Preferred Units converted an additional 951,584 SeriesI Preferred Units into 806,448 units of the Operating Partnership. We redeemed the remaining 219,879 shares of SeriesI Preferred Stock for $50.4917 per share for an aggregate cash redemption payment of $11.1million including accrued dividends. Stock Based Compensation The Compensation Committee of our Board of Directors, or the Board, made a special award of 113,403 shares of restricted stock to employees on March16, 2010 under The Simon Property Group,L.P. 1998 Stock Incentive Plan at a fair market value of $84.18 per share. The fair market value of this restricted stock award is being recognized as expense over the four-year vesting service period. We issued shares held in treasury to make the awards. On March16, 2010, the Compensation Committee of our Board of Directors approved a Long-Term Incentive Performance Program, or LTIP Program, for certain of our senior executive officers. Awards under the LTIP Program take the form of LTIP Units, a form of limited partnership interest issued by the Operating Partnership. Awarded LTIP Units will be forfeited, in whole or in part, depending on the extent to which our total stockholder return, or TSR, as defined, over the performance period exceeds certain performance targets. During the performance period, particip |
| Commitments and Contingencies | |
| 3 Months Ended
Mar. 31, 2010 | |
| Commitments and Contingencies | |
| Commitments and Contingencies | 8.Commitments and Contingencies Litigation There have been no material developments with respect to the pending litigation disclosed in our 2009 Annual Report on Form10-K and no new material developments or litigation have arisen since those disclosures were made. We are involved in various legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position, results of operations or cash flows. We record a contingent 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 March31, 2010, the Operating Partnership has loan guarantees of $44.3million underlying joint venture related mortgage or other indebtedness. Mortgages which are guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation. |
| Real Estate Acquisitions and Dispositions | |
| 3 Months Ended
Mar. 31, 2010 | |
| Real Estate Acquisitions and Dispositions | |
| Real Estate Acquisitions and Dispositions | 9.Real Estate Acquisitions and Dispositions We had no consolidated property acquisitions during the three months ended March31, 2010. During the three months ended March31, 2010, we disposed of one regional mall, one community center, one other retail property and a non-retail building for an aggregate gain of $6.0million. We entered into a definitive agreement in December 2009 to acquire all of the outlet shopping centers currently owned by Prime Outlets Acquisition Company and certain of its affiliated entities, or the Prime Outlets, subject to Prime Outlets' existing fixed rate indebtedness and preferred stock. The Prime Outlets consist of 22 outlet centers located primarily in major metropolitan markets. We will pay consideration (consisting of cash and units of the Operating Partnership) of approximately $0.7billion for the owners' interests in the Prime Outlets. The acquisition is subject to several closing conditions relating to certain financing arrangements of the Prime Outlets. Assuming all closing conditions are satisfied on a timely basis, we expect the transaction to close in the summer of 2010. |
| Recently Issued Accounting Pronouncement | |
| 3 Months Ended
Mar. 31, 2010 | |
| Recently Issued Accounting Pronouncement | |
| Recently Issued Accounting Pronouncement | 10.Recently Issued Accounting Pronouncement On January1, 2010, we adopted the amendment on the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). This amendment requires an enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment also requires an enterprise to continuously reassess whether it must consolidate a VIE. Additionally, the amendment requires enhanced disclosures about an enterprise's involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the enterprise's financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. The adoption of this amendment did not have a significant impact on our financial position, results of operations, or cash flows. |
| Document and Entity Information | |
| 3 Months Ended
Mar. 31, 2010 | |
| Entity Registrant Name | SIMON PROPERTY GROUP INC /DE/ |
| Entity Central Index Key | 0001063761 |
| Document Type | 10-Q |
| Document Period End Date | 2010-03-31 |
| Amendment Flag | false |
| Current Fiscal Year End Date | --12-31 |
| Entity Current Reporting Status | Yes |
| Entity Filer Category | Large Accelerated Filer |
| Entity Common Stock, Shares Outstanding | 0 |
| Document Fiscal Year Focus | 2,010 |
| Document Fiscal Period Focus | Q1 |
| Class A common stock | |
| Entity Common Stock, Shares Outstanding | 289,067,874 |
| Class B common stock | |
| Entity Common Stock, Shares Outstanding | 8,000 |
