Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Entity Registrant Name | SIMON PROPERTY GROUP INC /DE/ |
Entity Central Index Key | 1,063,761 |
Document Type | 10-Q/A |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | true |
Amendment Description | We are filing this Amendment No. 1 on Form 10-Q/A (this "Form 10-Q/A") to amend and restate in their entirety the following items of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 as originally filed with the Securities and Exchange Commission on May 7, 2015 (the "Original Form 10-Q"): (i) Item 1 of Part I "Financial Information," (ii) Item 2 of Part I, "Management's Discussion and Analysis of Financial Condition and Results of Operations," (iii) Item 4 of Part I, "Controls and Procedures," and (iv) Item 6 of Part II, "Exhibits", and we have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. We are amending and restating these items to reflect the recognition of the non-cash gain described in the following paragraph. No other sections were affected, but for the convenience of the reader, this Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the amendment and restatement described below. During the preparation of our financial statements for the year ended December 31, 2015, our year end reporting procedures and controls identified that a non-cash gain of $206.9 million, solely related to our equity method investment in Klépierre SA, or Klépierre, and Klépierre's acquisition of Corio N.V., or Corio, in January, 2015 should have been recorded in the first quarter of 2015. Klépierre issued 114 million additional shares of its common stock in connection with its acquisition of Corio which effectively reduced our percentage ownership interest in Klépierre common shares from 28.9% to 18.3% during the quarterly period ending March 2015. As a result of Klépierre's issuance of additional shares and the reduction in our ownership interest, we are required to recognize a gain (or loss) based on the difference in Klépierre's issue price per share as compared to our carrying value per Klépierre share. This non-cash gain is recognized in our net income in the period the change of our ownership interest occurred. We sold no shares of Klépierre in 2015 in connection with Klépierre's Corio acquisition or otherwise. The unaudited consolidated balance sheet and unaudited consolidated statement of operations and comprehensive income for the quarter ended March 31, 2015 included in this Form 10-Q/A have been amended and restated to include the effects of the $206.9 million non-cash gain. |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q1 |
Common stock | |
Entity Common Stock, Shares Outstanding | shares | 311,260,775 |
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Investment properties at cost | $ 32,537,403 | $ 31,318,532 |
Less - accumulated depreciation | 9,146,094 | 8,950,747 |
Investment properties, net | 23,391,309 | 22,367,785 |
Cash and cash equivalents | 833,732 | 612,282 |
Tenant receivables and accrued revenue, net | 523,734 | 580,197 |
Investment in unconsolidated entities, at equity | 2,158,205 | 2,378,800 |
Investment in Klepierre, at equity | 1,723,676 | 1,786,477 |
Deferred costs and other assets | 1,851,798 | 1,806,789 |
Total assets | 30,482,454 | 29,532,330 |
LIABILITIES: | ||
Mortgages and unsecured indebtedness | 21,694,055 | 20,852,993 |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,122,444 | 1,259,681 |
Cash distributions and losses in partnerships and joint ventures, at equity | 1,372,575 | 1,167,163 |
Other liabilities | 295,853 | 275,451 |
Total liabilities | $ 24,484,927 | $ 23,555,288 |
Commitments and contingencies | ||
Limited partners' preferred interest in the Operating Partnership | $ 25,537 | $ 25,537 |
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 | 43,980 | 44,062 |
Capital in excess of par value | 9,437,312 | 9,422,237 |
Accumulated deficit | (4,112,139) | (4,208,183) |
Accumulated other comprehensive loss | (151,831) | (61,041) |
Common stock held in treasury at cost, 3,543,043 and 3,540,754 shares, respectively | (103,974) | (103,929) |
Total stockholders' equity | 5,113,379 | 5,093,177 |
Noncontrolling interests | 858,611 | 858,328 |
Total equity | 5,971,990 | 5,951,505 |
Total liabilities and equity | 30,482,454 | 29,532,330 |
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 | $ 31 | $ 31 |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 |
Series J 8 3/8% cumulative redeemable preferred stock, liquidation value (in dollars) | $ 39,847 | $ 39,847 |
Common stock held in treasury, shares | 3,543,043 | 3,540,754 |
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 | 314,803,818 | 314,320,664 |
Common stock, shares outstanding | 314,803,818 | 314,320,664 |
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 Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
REVENUE: | ||
Minimum rent | $ 753,445 | $ 722,283 |
Overage rent | 38,957 | 31,674 |
Tenant reimbursements | 340,170 | 325,471 |
Management fees and other revenues | 35,078 | 30,607 |
Other income | 48,585 | 46,987 |
Total revenue | 1,216,235 | 1,157,022 |
EXPENSES: | ||
Property operating | 99,757 | 94,947 |
Depreciation and amortization | 288,106 | 280,493 |
Real estate taxes | 106,888 | 94,305 |
Repairs and maintenance | 29,734 | 29,766 |
Advertising and promotion | 18,756 | 22,619 |
Provision for credit losses | 3,847 | 4,423 |
Home and regional office costs | 35,903 | 35,288 |
General and administrative | 14,999 | 14,855 |
Other | 19,074 | 19,361 |
Total operating expenses | 617,064 | 596,057 |
OPERATING INCOME | 599,171 | 560,965 |
Interest expense | (232,173) | (254,234) |
Income and other taxes | (6,362) | (6,863) |
Income from unconsolidated entities | 64,872 | 57,078 |
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | 206,927 | 2,655 |
Consolidated income from continuing operations | 632,435 | 359,601 |
Discontinued operations and gain on disposal | 41,502 | |
CONSOLIDATED NET INCOME | 632,435 | 401,103 |
Net income attributable to noncontrolling interests | 92,467 | 58,621 |
Preferred dividends | 834 | 834 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 539,134 | $ 341,648 |
BASIC AND DILUTED EARNINGS PER COMMON SHARE: | ||
Income from continuing operations (in dollars per share) | $ 1.73 | $ 0.99 |
Discontinued operations (in dollars per share) | 0.11 | |
Net income attributable to common stockholders (in dollars per share) | $ 1.73 | $ 1.10 |
Consolidated Net Income | $ 632,435 | $ 401,103 |
Unrealized gain (loss) on derivative hedge agreements | 10,099 | (7,533) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 2,627 | 2,697 |
Currency translation adjustments | (124,512) | 13,733 |
Changes in available-for-sale securities and other | 5,637 | 479 |
Comprehensive income | 526,286 | 410,479 |
Comprehensive income attributable to noncontrolling interests | 77,109 | 59,782 |
Comprehensive income attributable to common stockholders | $ 449,177 | $ 350,697 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated Net Income | $ 632,435 | $ 401,103 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities - | ||
Depreciation and amortization | 302,667 | 330,562 |
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | (206,927) | (2,897) |
Straight-line rent | (12,827) | (11,779) |
Equity in income of unconsolidated entities | (64,872) | (57,423) |
Distributions of income from unconsolidated entities | 55,253 | 51,636 |
Changes in assets and liabilities - | ||
Tenant receivables and accrued revenue, net | 69,486 | 63,058 |
Deferred costs and other assets | (38,656) | (12,005) |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | (61,762) | (100,804) |
Net cash provided by operating activities | 674,797 | 661,451 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisitions | (682,405) | (85,459) |
Funding of loans to related parties | (13,367) | |
Capital expenditures, net | (229,228) | (207,655) |
Cash from acquisitions and cash impact from the consolidation and deconsolidation of properties | 5,402 | |
Investments in unconsolidated entities | (23,429) | (45,861) |
Purchase of marketable and non-marketable securities | (10,741) | (5,211) |
Distributions of capital from unconsolidated entities and other | 435,034 | 124,676 |
Net cash used in investing activities | (510,769) | (227,475) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sales of common stock and other, net of transaction costs | (499) | (82) |
Purchase of noncontrolling interest in consolidated properties and other | (89,818) | |
Distributions to noncontrolling interest holders in properties | (2,535) | (12,751) |
Contributions from noncontrolling interest holders in properties | 196 | |
Preferred distributions of the Operating Partnership | (479) | (479) |
Preferred dividends and distributions to stockholders | (436,611) | (389,097) |
Distributions to limited partners | (73,538) | (65,705) |
Proceeds from issuance of debt, net of transaction costs | 1,966,685 | 1,810,496 |
Repayments of debt | (1,395,797) | (2,390,035) |
Net cash provided by (used in) financing activities | 57,422 | (1,137,471) |
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 221,450 | (703,495) |
CASH AND CASH EQUIVALENTS, beginning of period | 612,282 | 1,716,863 |
CASH AND CASH EQUIVALENTS, end of period | $ 833,732 | $ 1,013,368 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
Organization | |
Organization | 1. Organization Simon Property Group, Inc., or Simon, 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. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income. Simon Property Group, L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In these condensed notes to the unaudited consolidated financial statements, the terms "we", "us" and "our" refer to Simon, the Operating Partnership, and its subsidiaries. We own, develop and manage retail real estate properties, which consist primarily of malls, Premium Outlets®, and The Mills®. As of March 31, 2015, we owned or held an interest in 209 income-producing properties in the United States, which consisted of 110 malls, 68 Premium Outlets, 14 Mills, three community centers, and 14 other retail properties in 37 states and Puerto Rico. Internationally, as of March 31, 2015, we had ownership interests in nine Premium Outlets in Japan, three Premium Outlets in South Korea, two Premium Outlets in Canada, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. As of March 31, 2015, we had noncontrolling ownership interests in five outlet properties in Europe through our joint venture with McArthurGlen. Of the five properties, two are located in Italy and one each is located in Austria, the Netherlands, and the United Kingdom. Additionally, as of March 31, 2015, as further discussed in Note 5, we owned an 18.3% 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 | 3 Months Ended |
Mar. 31, 2015 | |
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 period ended March 31, 2015, 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 our 2014 Annual Report on Form 10-K. As of March 31, 2015, we consolidated 135 wholly-owned properties and 13 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 investment in Klépierre, 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, and the five properties through our joint venture with McArthurGlen comprise 19 of the remaining 24 properties. These international properties are managed locally 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 held by limited partners, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to us based on the partners' respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in the Operating Partnership was 85.5% and 85.6% for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015 and December 31, 2014, our ownership interest in the Operating Partnership was 85.5%. 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. Significant Accounting Policies Restatement of Financial Statements Our unaudited consolidated financial statements for the quarter ended March 31, 2015 have been restated to record the affect of a non-cash gain of $206.9 million, solely related to our equity method investment in Klépierre SA, or Klépierre, and its acquisition of Corio N.V., or Corio, in January, 2015 which should have been recorded in the first quarter of 2015. Klépierre issued 114 million additional shares of its common stock in connection with Klépierre ’ s acquisition of Corio which effectively reduced our percentage ownership interest in Klépierre common shares from 28.9% to 18.3% during the quarterly period ending March 2015. As a result of Klépierre's issuance of additional shares and the reduction in our ownership interest, we were required to recognize a gain (or loss) based on the difference in Klépierre's issue price per share as compared to our carrying value per Klépierre share. This non-cash gain is recognized in our net income in the period the change of our ownership interest occurred. We sold no shares of Klépierre in 2015 in connection with Klépierre ’ s Corio acquisition or otherwise. The following table summarizes the effects of our restatement resulting from the adjustment. As of and for the Three Months Ended March 31, 2015 Previously Reported Adjustment Restated (amounts in thousands, except per share data) Consolidated Statements of Operations and Comprehensive Income: Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net $ — $ $ Consolidated net income $ $ $ Basic and diluted earnings per common share $ $ $ Consolidated Balance Sheets: Investment in Klépierre, at equity $ $ $ Total stockholders' equity $ $ $ Noncontrolling interests $ $ $ 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 FDIC and SIPC insurance limits. Marketable and Non-Marketable Securities Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2015, we had marketable securities of $657.4 million generally accounted for as available-for-sale, which are adjusted to their quoted market price with a corresponding adjustment in other comprehensive income (loss). Net unrealized gains recorded in other comprehensive income (loss) as of March 31, 2015 and December 31, 2014 were approximately $109.6 million and $103.9 million, respectively, and represent the valuation adjustments for our marketable securities. The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. We account for one investment in a publicly traded REIT as an available-for-sale security. At March 31, 2015, we owned 5.71 million shares, representing a market value of $481.7 million with an aggregate net unrealized gain of $107.8 million. The market value at December 31, 2014 was $476.4 million with an aggregate net unrealized gain of $102.5 million. At March 31, 2015 and December 31, 2014, we had investments of $168.7 million and $167.1 million, respectively, in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no adjustment in the carrying value was required. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The marketable securities we held at March 31, 2015 and December 31, 2014 were primarily classified as having Level 1 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $12.4 million and $2.1 million at March 31, 2015 and December 31, 2014, respectively, and a gross asset value of $40.2 million and $20.1 million at March 31, 2015 and December 31, 2014, respectively. Note 6 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 9 and 5 include a discussion of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. Noncontrolling Interests Details of the carrying amount of our noncontrolling interests are as follows: As of March 31, 2015 As of December 31, 2014 Limited partners' interests in the Operating Partnership $ $ Nonredeemable noncontrolling deficit interests in properties, net ) ) Total noncontrolling interests reflected in equity $ $ Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties 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 reflected in equity is as follows: For the Three Months Ended March 31, 2015 2014 Noncontrolling interests, beginning of period $ $ Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties Distributions to noncontrolling interest holders ) ) Other comprehensive income (loss) allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements ) Net loss reclassified from accumulated other comprehensive loss into earnings Currency translation adjustments ) Changes in available-for-sale securities and other ) Adjustment to limited partners' interest from change in ownership in the Operating Partnership ) ) Units issued to limited partners — Units exchanged for common shares ) ) Long-term incentive performance units Purchase and disposition of noncontrolling interests, net, and other Noncontrolling interests, end of period $ $ Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) net of noncontrolling interest by component consisted of the following as of March 31, 2015: Currency translation adjustments Accumulated derivative losses, net Net unrealized gains (losses) on marketable securities Total Beginning balance $ ) $ ) $ $ ) Other comprehensive loss before reclassifications ) ) Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive income (loss) ) ) Ending balance $ ) $ ) $ $ ) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of March 31, 2015 and 2014: March 31, 2015 March 31, 2014 Amount reclassified from accumulated other comprehensive income (loss) Details about accumulated other comprehensive income (loss) components: Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the statement where net income is presented Accumulated derivative losses, net $ ) $ ) Interest expense Net income attributable to noncontrolling interests $ ) $ ) Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there is no significant ineffectiveness from any of our derivative activities. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities. As of both March 31, 2015 and December 31, 2014, we had the following outstanding interest rate derivatives related to managing our interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swaps 2 $375.0 million The carrying value of our interest rate swap agreements, at fair value, as of March 31, 2015, was a net liability balance of $12.3 million, all of which is included in other liabilities. The carrying value of our interest rate swap agreements, at fair value, as of December 31, 2014, was a net liability balance of $1.2 million, of which $2.1 million was included in other liabilities and $0.9 million was included in deferred costs and other assets. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. In the first quarter of 2015, we entered into Yen:USD forward contracts for approximately ¥1.9 billion that we expect to settle through June 15, 2015. The March 31, 2015 asset balance related to these forward contracts was $0.3 million and is included in deferred costs and other assets. Approximately ¥14.7 million remained at December 31, 2014 for our Yen forward contracts that matured on January 5, 2015. The December 31, 2014 asset balance related to these forward contracts was $0.1 million and was included in deferred costs and other assets. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts. In the third quarter of 2014, we entered into Euro:USD forward contracts, which were designated as net investment hedges, with an aggregate €150.0 million notional value which mature through August 11, 2017. The March 31, 2015 asset balance related to these forward contracts was $39.8 million and is included in deferred costs and other assets. The December 31, 2014 asset balance related to these forward contracts was $19.1 million and was included in deferred costs and other assets. We apply hedge accounting to these forward contracts and report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment. The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $33.1 million and $45.8 million as of March 31, 2015 and December 31, 2014, respectively. New Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 became effective prospectively for fiscal years beginning after December 15, 2014, but could be early-adopted. We early adopted ASU 2014-08 in the first quarter of 2014 and are applying the revised definition to all disposals on a prospective basis, including the spin-off of Washington Prime Group Inc., or Washington Prime, as further discussed below. ASU 2014-08 also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers." ASU 2014-09 amends the existing accounting standards for revenue recognition and is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In April 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard. If approved, the new standard will become effective for us beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. We are currently evaluating the impact adopting the new accounting standard will have on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 makes changes to both the variable interest model and the voting model. This guidance becomes effective for companies on January 1, 2016. All reporting entities involved with limited partnerships will have to re-evaluate whether these entities qualify for consolidation and revise documentation accordingly. We are currently evaluating the impact adopting the new accounting standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for us beginning in the first quarter of 2017. We expect this new guidance will reduce total assets and total mortgage and unsecured indebtedness on our Consolidated Balance Sheet for amounts classified as deferred costs specific to debt issuance costs. We do not expect this guidance to have any other effect on our consolidated financial statements. Discontinued Operations On May 28, 2014, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime, an independent, publicly traded REIT (now doing business as WP GLIMCHER). The spin-off was effectuated through a distribution of the common shares of Washington Prime to holders of Simon common stock as of the distribution record date, and qualified as a tax-free distribution for U.S. federal income tax purposes. For every two shares of Simon common stock held as of the record date of May 16, 2014, Simon stockholders received one Washington Prime common share on May 28, 2014. At the time of the separation and distribution, Washington Prime owned a percentage of the outstanding units of partnership interest of Washington Prime Group, L.P. that was approximately equal to the percentage of outstanding units of partnership interest of the Operating Partnership, or units, owned by us. The remaining units of Washington Prime Group, L.P. were owned by limited partners of the Operating Partnership who received one Washington Prime Group, L.P. unit for every two units they owned in the Operating Partnership. Subsequent to the spin-off, we retained a nominal interest in Washington Prime Group, L.P. We also retained approximately $1.0 billion of proceeds from completed unsecured debt and mortgage debt as part of the spin-off. The historical results of operations of the Washington Prime properties have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. The accompanying consolidated statement of cash flows includes within operating, investing and financing cash flows those activities which related to our period of ownership of the Washington Prime properties. Summarized financial information for discontinued operations for the three months ended March 31, 2014 is presented below. For the Three Months Ended March 31, 2014 TOTAL REVENUE $ Property Operating Depreciation and amortization Real estate taxes Repairs and maintenance Advertising and promotion Provision for credit losses Other Total operating expenses OPERATING INCOME Interest expense ) Income and other taxes ) Income from unconsolidated entities Gain upon acquisition of controlling interests and sale or disposal of assets and interest in unconsolidated entities, net CONSOLIDATED NET INCOME Net income attributable to noncontrolling interests NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ Capital expenditures on a cash basis for the three months ended March 31, 2014 were $24.8 million. We and Washington Prime entered into property management and transitional services agreements in connection with the spin-off whereby we will provide certain services to Washington Prime and its properties. Pursuant to the terms of the property management agreements, we manage, lease, and maintain Washington Prime's mall properties under the direction of Washington Prime. In exchange, Washington Prime pays us annual fixed rate property management fees ranging from 2.5% to 4.0% of base minimum and percentage rents, reimburses us for direct out-of-pocket costs and expenses and also pays us separate fees for any leasing and development services we provide. The property management agreements have an initial term of two years with automatic one year renewals unless terminated. Either party may terminate the property management agreements on or after the two-year anniversary of the spin-off upon 180 days prior written notice. We also provide certain support services to the Washington Prime strip centers and certain of its central functions to assist Washington Prime as it establishes its stand-alone processes for various activities that were previously provided by us and does not constitute significant continuing support of Washington Prime's operations. These services include assistance in the areas of information technology, treasury and financial management, payroll, lease administration, taxation and procurement. The charges for such services are intended to allow us to recover costs of providing these services. The transition services agreement will terminate no later than two years following the date of the spin-off subject to a minimum notice period equal to the shorter of 180 days or one-half of the original service period. Transitional services fees earned for the three months ended March 31, 2015 were approximately $1.3 million. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2015 | |
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 f425,508 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 securities were converted into common 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 March 31, 2015 2014 Net Income attributable to Common Stockholders — Basic and Diluted $ $ Weighted Average Shares Outstanding — Basic and Diluted For the three months ended March 31, 2015, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance, 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 dilutive effect for the three months ended March 31, 2015 and 2014. We accrue dividends when they are declared. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2015 | |
Investment in Unconsolidated Entities | |
Investment 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 March 31, 2015. 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 March 31, 2015 and December 31, 2014, we had construction loans and other advances to related parties totaling $13.8 million and $14.9 million, respectively, which are included in deferred costs and other assets in the accompanying Consolidated Balance Sheets. Unconsolidated Property Transactions On January 30, 2014, as discussed in Note 9, we acquired the remaining 50% interest in Arizona Mills from our joint venture partner. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $2.7 million in the first quarter of 2014. As a result of this acquisition, we now own 100% of this property. On February 24, 2015, Houston Galleria, in which we own a 50.4% noncontrolling interest, refinanced its $821.0 million mortgage with a $1.2 billion mortgage that matures on March 1, 2025. The fixed interest rate was reduced from 5.44% to 3.55% as a result. Excess proceeds from the financing were distributed to the venture partners in February 2015. In February 2015, we agreed to create a joint venture with Hudson's Bay Company, or HBC. Upon formation of the joint venture, HBC will contribute 42 owned properties for an eventual pro forma 80% equity interest in the newly formed joint venture. We have committed to contribute $100.0 million to the newly formed joint venture for improvements to the properties contributed by HBC. We may contribute up to an additional $178.5 million for an eventual pro forma equity stake of 20% in the newly formed joint venture. We expect this transaction to close during the second quarter of 2015. On April 13, 2015, we announced we had formed a joint venture with Sears Holdings, or Sears, whereby Sears contributed 10 of its properties at our malls to the newly formed joint venture in exchange for a 50% noncontrolling interest in this joint venture. We have contributed cash in the amount of $114.0 million in exchange for a 50% noncontrolling interest in the newly formed joint venture. Sears or its affiliates are leasing back each of those properties from the joint venture. The joint venture has the right to recapture not less than 50% of the space leased to Sears to be used for purposes of redeveloping and releasing the recaptured space. We will provide development, leasing and management services to the joint venture. We have also agreed to invest $33.0 million in common shares of Seritage Growth Properties, a REIT recently formed by Sears. Sears has informed us that they plan to transfer its interest in the newly formed joint venture to Seritage Growth Properties. European Investments At March 31, 2015, we owned 57,634,148 shares, or approximately 18.3%, of Klépierre, which had a quoted market price of $49.48 per share. On July 29, 2014 Klépierre announced that it had entered into a conditional agreement to acquire Corio N.V., or Corio, pursuant to which Corio shareholders would receive 1.14 Klépierre ordinary shares for each Corio ordinary share. On January 15, 2015 the tender offer transaction closed and the merger was completed on March 31, 2015, reducing our ownership from 28.9% to 18.3% resulting in a non-cash gain of $206.9 million as further discussed in Note 3. Our share of net income, net of amortization of our excess investment, was $6.1 million and $4.8 million for the three months ended March 31, 2015 and 2014, 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 $332.5 million, $141.6 million and $72.0 million, respectively, for the three months ended March 31, 2015 and $367.3 million, $166.7 million and $52.9 million, respectively, for the three months ended March 31, 2014. Our joint venture with McArthurGlen has interests in five Designer Outlets, one development project as well as a property management and development company. At March 31, 2015 our legal percentage ownership interests in these entities range from 45% to 90%. The carrying amount of our investment in these joint ventures, including all related components of accumulated other comprehensive income (loss) as well as subsequent capital contributions for development, was $581.4 million and $677.1 million as of March 31, 2015 and December 31, 2014, respectively. In December 2014, Roermond Designer Outlet phases 2 and 3, in which we own a 90% interest, refinanced its $85.1 million mortgage maturing in 2017 with a $218.9 million mortgage that matures in 2021. The fixed interest rate was reduced from 5.12% to 1.86% as a result. Excess proceeds from the financing were distributed to the venture partners in January 2015. We also have a minority interest in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets throughout Europe and a direct minority ownership in three of those outlets. Our investment in these centers is accounted for under the cost method. At each of March 31, 2015 and December 31, 2014, the carrying value of these non-marketable investments was $115.4 million and is included in deferred costs and other assets. On March 19, 2015 we disposed of our interest in a joint venture, which had held interests in rights to pre-development projects in Europe, for total proceeds of $19.0 million. We recognized a gain on the sale of $8.3 million, which is included in other income in the accompanying consolidated statements of operations and comprehensive income. The gain includes $0.8 million that was reclassified from accumulated other comprehensive income (loss). 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% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $230.9 million and $229.8 million as of March 31, 2015 and December 31, 2014, 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% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $107.2 million and $104.5 million as of March 31, 2015 and December 31, 2014, 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, follows. As discussed in Note 3, on May 28, 2014, we completed the spin-off of Washington Prime, which included ten unconsolidated properties. The net income of these ten properties is included in income from operations of discontinued joint venture interests in the accompanying summary financial information for the three months ended March 31, 2014. BALANCE SHEETS March 31, 2015 December 31, 2014 Assets: Investment properties, at cost $ $ Less — accumulated depreciation Cash and cash equivalents Tenant receivables and accrued revenue, net Investment in unconsolidated entities, at equity — Deferred costs and other assets Total assets $ $ Liabilities and Partners' Deficit: Mortgages $ $ Accounts payable, accrued expenses, intangibles, and deferred revenue Other liabilities Total liabilities Preferred units Partners' deficit ) ) Total liabilities and partners' deficit $ $ Our Share of: Partners' deficit $ ) $ ) Add: Excess investment Our net investment in unconsolidated entities, at equity $ $ "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 property, lease related intangibles, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of investment property, 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. STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2015 2014 Revenue: Minimum rent $ $ Overage rent Tenant reimbursements Other income Total revenue Operating Expenses: Property operating Depreciation and amortization Real estate taxes Repairs and maintenance Advertising and promotion Provision for credit losses Other Total operating expenses Operating Income Interest expense ) ) Income from Continuing Operations Income from operations of discontinued joint venture interests — Net Income $ $ Third-Party Investors' Share of Net Income $ $ Our Share of Net Income Amortization of Excess Investment ) ) Our Share of Loss from Unconsolidated Discontinued Operations — ) Income from Unconsolidated Entities $ $ Our share of income from unconsolidated entities in the above table, aggregated with our share of the results of Klépierre, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt | |
Debt | 6. Debt Unsecured Debt At March 31, 2015, our unsecured debt consisted of $13.3 billion of senior unsecured notes of the Operating Partnership, net of discounts, $1.0 billion outstanding under the Operating Partnership's $4.0 billion unsecured revolving credit facility, or Credit Facility, $240.0 million outstanding under an unsecured term loan, and $471.3 million outstanding under the Operating Partnership's global unsecured commercial paper note program, or the Commercial Paper program. The March 31, 2015 balance on the Credit Facility included $753.8 million (U.S. dollar equivalent) of Euro-denominated borrowings and $185.5 million (U.S. dollar equivalent) of Yen-denominated borrowings. At March 31, 2015 the outstanding amount under the Commercial Paper program was $471.3 million, of which $186.3 million was related to U.S. dollar equivalent of Euro-denominated notes. Foreign currency denominated borrowings under both the Credit Facility and Commercial Paper program are designated as net investment hedges of a portion of our international investments. On March 31, 2015, we had an aggregate available borrowing capacity of $5.2 billion under the Credit Facility and the Operating Partnership's $2.75 billion supplemental unsecured revolving credit facility, or Supplemental Facility. The maximum aggregate outstanding balance under the two credit facilities during the three months ended March 31, 2015 was $1.5 billion and the weighted average outstanding balance was $1.1 billion. Letters of credit of $36.9 million were outstanding under the two credit facilities as of March 31, 2015. 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, Euros, Yen, Sterling, Canadian Dollars and Australian Dollars. Borrowings in currencies other than the U.S. Dollar are limited to 75% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2018 and can be extended for an additional year to June 30, 2019 at our sole option. The base interest rate on the Credit Facility is LIBOR plus 80 basis points with an additional facility fee of 10 basis points. On March 2, 2015, the Operating Partnership amended and extended the Supplemental Facility. The initial borrowing capacity of $2.0 billion has been increased to $2.75 billion, may be further increased to $3.5 billion during its term, will initially mature on June 30, 2019 and can be extended for an additional year to June 30, 2020 at our sole option. The base interest rate on the amended Supplemental Facility was reduced to LIBOR plus 80 basis points and the additional facility fee was reduced to 10 basis points. The Supplemental Facility provides for borrowings denominated in U.S. Dollars, Euro, Yen, Sterling, Canadian Dollars and Australian Dollars. On March 2, 2015, the Operating Partnership increased the maximum aggregate program size of its Commercial Paper program from $500.0 million to $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, Euros 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 will rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership's other unsecured senior indebtedness. Our Commercial Paper program is supported by our Credit Facility and Supplemental Facility and if necessary or appropriate, we may make one or more draws under either the Credit Facility or Supplemental Facility to pay amounts outstanding from time to time on the Commercial Paper program. At March 31, 2015, we had $471.3 million outstanding under the Commercial Paper program, comprised of $285.0 million outstanding in U.S. dollar denominated notes and $186.3 million (U.S. dollar equivalent) of Euro denominated notes with weighted average interest rates of 0.20% and 0.08%, respectively. The borrowings mature on various dates from April 8, 2015 to July 1, 2015. Mortgage Debt Total mortgage indebtedness was $6.6 billion and $6.2 billion at March 31, 2015 and December 31, 2014, respectively. On January 15, 2015, as discussed in Note 9, we acquired two properties — Jersey Gardens in Elizabeth, New Jersey (renamed "The Mills at Jersey Gardens") and University Park Village in Fort Worth, Texas, subject to existing fixed-rate mortgage loans of $350.0 million and $55.0 million, respectively. The loans mature on November 1, 2020 and May 1, 2028 and bear interest at 3.83% and 3.85%, respectively. Covenants Our unsecured debt agreements contain financial 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 March 31, 2015, we were in compliance with all covenants of our unsecured debt. At March 31, 2015, we or our subsidiaries are the borrowers under 40 non-recourse mortgage notes secured by mortgages on 54 properties, including five separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 21 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 which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At March 31, 2015, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. 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 was $19.3 billion and $19.0 billion as of March 31, 2015 and December 31, 2014, respectively. The fair values of these financial instruments and the related discount rate assumptions as of March 31, 2015 and December 31, 2014 are summarized as follows: March 31, 2015 December 31, 2014 Fair value of fixed-rate mortgages and unsecured indebtedness $20,932 $20,558 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 2.69% 3.02% |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity | |
Equity | 7. Equity During the three months ended March 31, 2015, we issued 483,154 shares of common stock to five limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. On April 2, 2015, our Board of Directors authorized us to repurchase up to $2.0 billion of our common stock over the next twenty-four months as market conditions warrant. We may repurchase the shares in the open market or in privately negotiated transactions. Stock Based Compensation Awards under our stock based compensation plans primarily take the form of LTIP units and restricted stock grants made under The Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended, or the Plan. Restricted stock and awards under the LTIP programs are all performance based and are based on various 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 consolidated statements of operations and comprehensive income. LTIP Programs. Every year since 2010, the Compensation Committee of the Board of Directors, or 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, and will be considered earned if, and only to the extent to which, applicable total shareholder return, or TSR, performance measures are achieved during the performance period. 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 2nd and 3rd years following the end of the applicable performance period, subject to the participant maintaining employment with us through those dates and certain other conditions as described in those agreements. Awarded LTIP units not earned are forfeited. Earned and fully vested LTIP units are the equivalent of units. 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. From 2010 to 2015, the Compensation Committee approved LTIP grants as shown in the table below. Grant date fair values of the LTIP units are estimated using a Monte Carlo model, and the resulting expense is recorded regardless of whether the TSR performance measures 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 any, would become vested. The extent to which LTIP units were earned, and the aggregate grant date fair values adjusted for estimated forfeitures, are as follows: LTIP Program LTIP Units Earned Grant Date Fair Value 2010 LTIP Program 1-year 2010 LTIP Program 133,673 1-year program — $7.2 million 2-year 2010 LTIP Program 337,006 2-year program — $14.8 million 3-year 2010 LTIP Program 489,654 3-year program — $23.0 million 2011-2013 LTIP Program 469,848 $35.0 million 2012-2014 LTIP Program 401,203 $35.0 million 2013-2015 LTIP Program To be determined in 2016 $29.5 million 2014-2016 LTIP Program To be determined in 2017 $30.0 million 2015-2017 LTIP Program To be determined in 2018 $29.9 million We recorded compensation expense, net of capitalization, related to these LTIP programs of approximately $6.2 million and $6.8 million for the three months ended March 31, 2015 and 2014, respectively. Restricted Stock. We recorded compensation expense, net of capitalization, related to restricted stock of approximately $2.1 million and $2.7 million, for the three months ended March 31, 2015 and 2014, respectively. Other Compensation Arrangements. On July 6, 2011, in connection with the execution of an eight year employment agreement, the Compensation Committee granted David Simon, our Chairman and CEO, a retention award in the form of 1,000,000 LTIP units, or the Award, for his continued service as our 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 will 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. If the relevant performance criteria are not achieved, all or a portion of the Current Award will be forfeited. 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 funds from operations, or FFO, per share. If the performance criteria have 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, may become earned December 31, 2015, 2016 and 2017, respectively. The earned A Units will vest 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 through the applicable vesting periods of the A Units, B Units and C Units. Changes in Equity 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: Preferred Stock Common Stock Accumulated Other Comprehensive Income (Loss) Capital in Excess of Par Value Accumulated Deficit Common Stock Held in Treasury Noncontrolling interests Total Equity January 1, 2015 $ $ $ ) $ $ ) $ ) $ $ Exchange of limited partner units for common shares ) — LTIP units Purchase and disposition of noncontrolling interests, net and other ) ) ) ) Adjustment to limited partners' interest from change in ownership in the Operating Partnership ) — Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests ) ) ) Distributions to other noncontrolling interest partners ) ) Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership ) March 31, 2015 $ $ $ ) $ $ ) $ ) $ $ |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 8. Commitments and Contingencies Litigation We are involved from time-to-time in various legal 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 including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. In May 2010, Opry Mills sustained significant flood damage. Insurance proceeds of $50 million have been funded by the insurers and remediation work has been completed. The property was re-opened March 29, 2012. The excess insurance carriers (those providing coverage above $50 million) denied the claim under the policy for additional proceeds (of up to $150 million) to pay further amounts for restoration costs and business interruption losses. In the first quarter of 2015, summary judgment was granted in our favor, concluding that up to $150 million of additional coverage is available under our excess insurance policy for this claim. The excess insurance carriers have filed a motion asking for leave to pursue an appeal of the summary judgment ruling in our favor regarding the coverage available under our excess insurance policy. Trial for the damages portion of our claim is scheduled for July 2015. We and our lenders are continuing our efforts through pending litigation to recover our losses, including consequential damages, under the excess insurance policies for Opry Mills and we believe recovery is probable, but no assurances can be made that our efforts to recover these funds will be successful. 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 March 31, 2015 and December 31, 2014, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $335.3 million and $223.5 million, respectively (of which we have a right of recovery from our joint venture partners of $129.0 million and $78.7 million, respectively). Mortgages guaranteed by us 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 | 3 Months Ended |
Mar. 31, 2015 | |
Real Estate Acquisitions and Dispositions | |
Real Estate Acquisitions and Dispositions | 9. Real Estate Acquisitions and Dispositions On January 15, 2015, we acquired a 100% interest in Jersey Gardens (renamed The Mills at Jersey Gardens) in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties previously owned by Glimcher Realty Trust for $677.9 million of cash and the assumption of existing mortgage debt of $405.0 million. We recorded the assets and liabilities of these properties at estimated fair value at the acquisition date, the majority of which was allocated to the investment property. The purchase price allocation is preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition. On April 10, 2014, through our joint venture with McArthurGlen, we acquired an additional 22.5% noncontrolling interest in Ashford Designer Outlet, increasing our percentage ownership to 45%. On January 30, 2014, we acquired the remaining 50% interest in Arizona Mills from our joint venture partner, as well as approximately 39 acres of land in Oyster Bay, New York, for approximately $145.8 million, consisting of cash consideration and 555,150 units of the Operating Partnership. Arizona Mills is subject to a mortgage which was $166.9 million at the time of the acquisition. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $2.7 million in the first quarter of 2014. We now own 100% of this property. On January 10, 2014, we acquired one of our partner's interests in a portfolio of ten properties for approximately $114.4 million, seven of which were previously consolidated. Unless otherwise noted, gains and losses on the above transactions are included in gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. We expense acquisition, potential acquisition and disposition related costs as they are incurred. We incurred $4.4 million in transaction costs during the first three months of 2015 in connection with the acquisitions of Jersey Gardens and University Park Village, which are included in other expenses in the accompanying consolidated statements of operations and comprehensive income. Other than these transaction costs, we incurred a minimal amount of transaction expenses during the three months ended March 31, 2015 and 2014. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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 FDIC and SIPC insurance limits. |
Marketable and Non-Marketable Securities | Marketable and Non-Marketable Securities Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2015, we had marketable securities of $657.4 million generally accounted for as available-for-sale, which are adjusted to their quoted market price with a corresponding adjustment in other comprehensive income (loss). Net unrealized gains recorded in other comprehensive income (loss) as of March 31, 2015 and December 31, 2014 were approximately $109.6 million and $103.9 million, respectively, and represent the valuation adjustments for our marketable securities. The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. We account for one investment in a publicly traded REIT as an available-for-sale security. At March 31, 2015, we owned 5.71 million shares, representing a market value of $481.7 million with an aggregate net unrealized gain of $107.8 million. The market value at December 31, 2014 was $476.4 million with an aggregate net unrealized gain of $102.5 million. At March 31, 2015 and December 31, 2014, we had investments of $168.7 million and $167.1 million, respectively, in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no adjustment in the carrying value was required. |
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 marketable securities we held at March 31, 2015 and December 31, 2014 were primarily classified as having Level 1 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $12.4 million and $2.1 million at March 31, 2015 and December 31, 2014, respectively, and a gross asset value of $40.2 million and $20.1 million at March 31, 2015 and December 31, 2014, respectively. Note 6 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 9 and 5 include a discussion of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. |
Noncontrolling Interests | Noncontrolling Interests Details of the carrying amount of our noncontrolling interests are as follows: As of March 31, 2015 As of December 31, 2014 Limited partners' interests in the Operating Partnership $ $ Nonredeemable noncontrolling deficit interests in properties, net ) ) Total noncontrolling interests reflected in equity $ $ Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties 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 reflected in equity is as follows: For the Three Months Ended March 31, 2015 2014 Noncontrolling interests, beginning of period $ $ Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties Distributions to noncontrolling interest holders ) ) Other comprehensive income (loss) allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements ) Net loss reclassified from accumulated other comprehensive loss into earnings Currency translation adjustments ) Changes in available-for-sale securities and other ) Adjustment to limited partners' interest from change in ownership in the Operating Partnership ) ) Units issued to limited partners — Units exchanged for common shares ) ) Long-term incentive performance units Purchase and disposition of noncontrolling interests, net, and other Noncontrolling interests, end of period $ $ |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) net of noncontrolling interest by component consisted of the following as of March 31, 2015: Currency translation adjustments Accumulated derivative losses, net Net unrealized gains (losses) on marketable securities Total Beginning balance $ ) $ ) $ $ ) Other comprehensive loss before reclassifications ) ) Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive income (loss) ) ) Ending balance $ ) $ ) $ $ ) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of March 31, 2015 and 2014: March 31, 2015 March 31, 2014 Amount reclassified from accumulated other comprehensive income (loss) Details about accumulated other comprehensive income (loss) components: Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the statement where net income is presented Accumulated derivative losses, net $ ) $ ) Interest expense Net income attributable to noncontrolling interests $ ) $ ) |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there is no significant ineffectiveness from any of our derivative activities. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities. As of both March 31, 2015 and December 31, 2014, we had the following outstanding interest rate derivatives related to managing our interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swaps 2 $375.0 million The carrying value of our interest rate swap agreements, at fair value, as of March 31, 2015, was a net liability balance of $12.3 million, all of which is included in other liabilities. The carrying value of our interest rate swap agreements, at fair value, as of December 31, 2014, was a net liability balance of $1.2 million, of which $2.1 million was included in other liabilities and $0.9 million was included in deferred costs and other assets. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. In the first quarter of 2015, we entered into Yen:USD forward contracts for approximately ¥1.9 billion that we expect to settle through June 15, 2015. The March 31, 2015 asset balance related to these forward contracts was $0.3 million and is included in deferred costs and other assets. Approximately ¥14.7 million remained at December 31, 2014 for our Yen forward contracts that matured on January 5, 2015. The December 31, 2014 asset balance related to these forward contracts was $0.1 million and was included in deferred costs and other assets. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts. In the third quarter of 2014, we entered into Euro:USD forward contracts, which were designated as net investment hedges, with an aggregate €150.0 million notional value which mature through August 11, 2017. The March 31, 2015 asset balance related to these forward contracts was $39.8 million and is included in deferred costs and other assets. The December 31, 2014 asset balance related to these forward contracts was $19.1 million and was included in deferred costs and other assets. We apply hedge accounting to these forward contracts and report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment. The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $33.1 million and $45.8 million as of March 31, 2015 and December 31, 2014, respectively. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 became effective prospectively for fiscal years beginning after December 15, 2014, but could be early-adopted. We early adopted ASU 2014-08 in the first quarter of 2014 and are applying the revised definition to all disposals on a prospective basis, including the spin-off of Washington Prime Group Inc., or Washington Prime, as further discussed below. ASU 2014-08 also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers." ASU 2014-09 amends the existing accounting standards for revenue recognition and is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. In April 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard. If approved, the new standard will become effective for us beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. We are currently evaluating the impact adopting the new accounting standard will have on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 makes changes to both the variable interest model and the voting model. This guidance becomes effective for companies on January 1, 2016. All reporting entities involved with limited partnerships will have to re-evaluate whether these entities qualify for consolidation and revise documentation accordingly. We are currently evaluating the impact adopting the new accounting standard will have on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," ("ASU 2015-03"). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for us beginning in the first quarter of 2017. We expect this new guidance will reduce total assets and total mortgage and unsecured indebtedness on our Consolidated Balance Sheet for amounts classified as deferred costs specific to debt issuance costs. We do not expect this guidance to have any other effect on our consolidated financial statements. |
Discontinued Operations | Discontinued Operations On May 28, 2014, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime, an independent, publicly traded REIT (now doing business as WP GLIMCHER). The spin-off was effectuated through a distribution of the common shares of Washington Prime to holders of Simon common stock as of the distribution record date, and qualified as a tax-free distribution for U.S. federal income tax purposes. For every two shares of Simon common stock held as of the record date of May 16, 2014, Simon stockholders received one Washington Prime common share on May 28, 2014. At the time of the separation and distribution, Washington Prime owned a percentage of the outstanding units of partnership interest of Washington Prime Group, L.P. that was approximately equal to the percentage of outstanding units of partnership interest of the Operating Partnership, or units, owned by us. The remaining units of Washington Prime Group, L.P. were owned by limited partners of the Operating Partnership who received one Washington Prime Group, L.P. unit for every two units they owned in the Operating Partnership. Subsequent to the spin-off, we retained a nominal interest in Washington Prime Group, L.P. We also retained approximately $1.0 billion of proceeds from completed unsecured debt and mortgage debt as part of the spin-off. The historical results of operations of the Washington Prime properties have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. The accompanying consolidated statement of cash flows includes within operating, investing and financing cash flows those activities which related to our period of ownership of the Washington Prime properties. Summarized financial information for discontinued operations for the three months ended March 31, 2014 is presented below. For the Three Months Ended March 31, 2014 TOTAL REVENUE $ Property Operating Depreciation and amortization Real estate taxes Repairs and maintenance Advertising and promotion Provision for credit losses Other Total operating expenses OPERATING INCOME Interest expense ) Income and other taxes ) Income from unconsolidated entities Gain upon acquisition of controlling interests and sale or disposal of assets and interest in unconsolidated entities, net CONSOLIDATED NET INCOME Net income attributable to noncontrolling interests NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ Capital expenditures on a cash basis for the three months ended March 31, 2014 were $24.8 million. We and Washington Prime entered into property management and transitional services agreements in connection with the spin-off whereby we will provide certain services to Washington Prime and its properties. Pursuant to the terms of the property management agreements, we manage, lease, and maintain Washington Prime's mall properties under the direction of Washington Prime. In exchange, Washington Prime pays us annual fixed rate property management fees ranging from 2.5% to 4.0% of base minimum and percentage rents, reimburses us for direct out-of-pocket costs and expenses and also pays us separate fees for any leasing and development services we provide. The property management agreements have an initial term of two years with automatic one year renewals unless terminated. Either party may terminate the property management agreements on or after the two-year anniversary of the spin-off upon 180 days prior written notice. We also provide certain support services to the Washington Prime strip centers and certain of its central functions to assist Washington Prime as it establishes its stand-alone processes for various activities that were previously provided by us and does not constitute significant continuing support of Washington Prime's operations. These services include assistance in the areas of information technology, treasury and financial management, payroll, lease administration, taxation and procurement. The charges for such services are intended to allow us to recover costs of providing these services. The transition services agreement will terminate no later than two years following the date of the spin-off subject to a minimum notice period equal to the shorter of 180 days or one-half of the original service period. Transitional services fees earned for the three months ended March 31, 2015 were approximately $1.3 million. |
Significant Accounting Polici16
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Significant Accounting Policies | |
Schedule of effects of restatement of financial statements | As of and for the Three Months Ended March 31, 2015 Previously Reported Adjustment Restated (amounts in thousands, except per share data) Consolidated Statements of Operations and Comprehensive Income: Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net $ — $ $ Consolidated net income $ $ $ Basic and diluted earnings per common share $ $ $ Consolidated Balance Sheets: Investment in Klépierre, at equity $ $ $ Total stockholders' equity $ $ $ Noncontrolling interests $ $ $ |
Schedule of carrying amount of noncontrolling interests | As of March 31, 2015 As of December 31, 2014 Limited partners' interests in the Operating Partnership $ $ Nonredeemable noncontrolling deficit interests in properties, net ) ) Total noncontrolling interests reflected in equity $ $ |
Schedule of rollforward of noncontrolling interests | For the Three Months Ended March 31, 2015 2014 Noncontrolling interests, beginning of period $ $ Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties Distributions to noncontrolling interest holders ) ) Other comprehensive income (loss) allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements ) Net loss reclassified from accumulated other comprehensive loss into earnings Currency translation adjustments ) Changes in available-for-sale securities and other ) Adjustment to limited partners' interest from change in ownership in the Operating Partnership ) ) Units issued to limited partners — Units exchanged for common shares ) ) Long-term incentive performance units Purchase and disposition of noncontrolling interests, net, and other Noncontrolling interests, end of period $ $ |
Schedule of changes in components of accumulated other comprehensive income (loss) net of noncontrolling interest | The changes in accumulated other comprehensive income (loss) net of noncontrolling interest by component consisted of the following as of March 31, 2015: Currency translation adjustments Accumulated derivative losses, net Net unrealized gains (losses) on marketable securities Total Beginning balance $ ) $ ) $ $ ) Other comprehensive loss before reclassifications ) ) Amounts reclassified from accumulated other comprehensive income (loss) — — Net current-period other comprehensive income (loss) ) ) Ending balance $ ) $ ) $ $ ) |
Schedule of reclassifications out of accumulated other comprehensive income (loss) | March 31, 2015 March 31, 2014 Amount reclassified from accumulated other comprehensive income (loss) Details about accumulated other comprehensive income (loss) components: Amount reclassified from accumulated other comprehensive income (loss) Affected line item in the statement where net income is presented Accumulated derivative losses, net $ ) $ ) Interest expense Net income attributable to noncontrolling interests $ ) $ ) |
Schedule of outstanding interest rate derivatives related to interest rate risk | As of both March 31, 2015 and December 31, 2014, we had the following outstanding interest rate derivatives related to managing our interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swaps 2 $375.0 million |
Summarized financial information for discontinued operations | For the Three Months Ended March 31, 2014 TOTAL REVENUE $ Property Operating Depreciation and amortization Real estate taxes Repairs and maintenance Advertising and promotion Provision for credit losses Other Total operating expenses OPERATING INCOME Interest expense ) Income and other taxes ) Income from unconsolidated entities Gain upon acquisition of controlling interests and sale or disposal of assets and interest in unconsolidated entities, net CONSOLIDATED NET INCOME Net income attributable to noncontrolling interests NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Per Share Data | |
Schedule of computation of basic and diluted earnings per share | For the Three Months Ended March 31, 2015 2014 Net Income attributable to Common Stockholders — Basic and Diluted $ $ Weighted Average Shares Outstanding — Basic and Diluted |
Investment in Unconsolidated 18
Investment in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Investment in Unconsolidated Entities | |
Summary of equity method investments and share of income from such investments, balance sheet | March 31, 2015 December 31, 2014 Assets: Investment properties, at cost $ $ Less — accumulated depreciation Cash and cash equivalents Tenant receivables and accrued revenue, net Investment in unconsolidated entities, at equity — Deferred costs and other assets Total assets $ $ Liabilities and Partners' Deficit: Mortgages $ $ Accounts payable, accrued expenses, intangibles, and deferred revenue Other liabilities Total liabilities Preferred units Partners' deficit ) ) Total liabilities and partners' deficit $ $ Our Share of: Partners' deficit $ ) $ ) Add: Excess investment Our net investment in unconsolidated entities, at equity $ $ |
Summary of equity method investments and share of income from such investments, statement of operations | For the Three Months Ended March 31, 2015 2014 Revenue: Minimum rent $ $ Overage rent Tenant reimbursements Other income Total revenue Operating Expenses: Property operating Depreciation and amortization Real estate taxes Repairs and maintenance Advertising and promotion Provision for credit losses Other Total operating expenses Operating Income Interest expense ) ) Income from Continuing Operations Income from operations of discontinued joint venture interests — Net Income $ $ Third-Party Investors' Share of Net Income $ $ Our Share of Net Income Amortization of Excess Investment ) ) Our Share of Loss from Unconsolidated Discontinued Operations — ) Income from Unconsolidated Entities $ $ |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt | |
Schedule of fair value of financial instruments and the related discount rate assumptions | March 31, 2015 December 31, 2014 Fair value of fixed-rate mortgages and unsecured indebtedness $20,932 $20,558 Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages 2.69% 3.02% |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Equity | |
Schedule of LTIP units earned and aggregate grant date fair values adjusted for estimated forfeitures | LTIP Program LTIP Units Earned Grant Date Fair Value 2010 LTIP Program 1-year 2010 LTIP Program 133,673 1-year program — $7.2 million 2-year 2010 LTIP Program 337,006 2-year program — $14.8 million 3-year 2010 LTIP Program 489,654 3-year program — $23.0 million 2011-2013 LTIP Program 469,848 $35.0 million 2012-2014 LTIP Program 401,203 $35.0 million 2013-2015 LTIP Program To be determined in 2016 $29.5 million 2014-2016 LTIP Program To be determined in 2017 $30.0 million 2015-2017 LTIP Program To be determined in 2018 $29.9 million |
Reconciliation of carrying amounts of equity | Preferred Stock Common Stock Accumulated Other Comprehensive Income (Loss) Capital in Excess of Par Value Accumulated Deficit Common Stock Held in Treasury Noncontrolling interests Total Equity January 1, 2015 $ $ $ ) $ $ ) $ ) $ $ Exchange of limited partner units for common shares ) — LTIP units Purchase and disposition of noncontrolling interests, net and other ) ) ) ) Adjustment to limited partners' interest from change in ownership in the Operating Partnership ) — Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests ) ) ) Distributions to other noncontrolling interest partners ) ) Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership ) March 31, 2015 $ $ $ ) $ $ ) $ ) $ $ |
Organization (Details)
Organization (Details) | Mar. 31, 2015stateitemproperty | Jan. 15, 2015 | Dec. 31, 2014 |
Real Estate Properties | |||
Joint venture ownership percentage | 18.30% | ||
Klepierre | |||
Real Estate Properties | |||
Joint venture ownership percentage | 28.90% | ||
McArthurGlen Group | |||
Real Estate Properties | |||
Number of properties | 5 | ||
U.S. and Puerto Rico | |||
Real Estate Properties | |||
Number of properties | 209 | ||
Number of U.S. states containing property locations | state | 37 | ||
U.S. and Puerto Rico | Malls | |||
Real Estate Properties | |||
Number of properties | 110 | ||
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 Centers | |||
Real Estate Properties | |||
Number of properties | 3 | ||
U.S. and Puerto Rico | Other | |||
Real Estate Properties | |||
Number of properties | 14 | ||
Japan | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 9 | ||
South Korea | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 3 | ||
Canada | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 2 | ||
Mexico | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 1 | ||
Malaysia | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 1 | ||
Europe | Klepierre | |||
Real Estate Properties | |||
Joint venture ownership percentage | 18.30% | 28.90% | |
Number of countries | item | 16 | ||
Europe | Premium Outlets | McArthurGlen Group | |||
Real Estate Properties | |||
Number of properties | 5 | ||
Italy | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 2 | ||
Austria | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 1 | ||
Netherlands | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 1 | ||
United Kingdom | Premium Outlets | |||
Real Estate Properties | |||
Number of properties | 1 |
Basis of Presentation (Details)
Basis of Presentation (Details) - property | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
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 | 19 | ||
Number of joint venture properties managed by others | 24 | ||
Ownership interest: | |||
Ownership percentage in the Operating Partnership | 85.50% | 85.50% | |
McArthurGlen Group | |||
Real Estate Properties | |||
Number of properties | 5 | ||
Weighted average | |||
Ownership interest: | |||
Ownership percentage in the Operating Partnership | 85.50% | 85.60% | |
Wholly owned properties | |||
Real Estate Properties | |||
Number of properties | 135 | ||
Partially owned properties | |||
Real Estate Properties | |||
Number of properties | 13 |
SIgnificant Accounting Polici23
SIgnificant Accounting Policies (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ownership interest (as a percent) | 18.30% | ||
Consolidated Statements of Operations and Comprehensive Income: | |||
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | $ 206,927 | $ 2,655 | |
Consolidated Net Income | $ 632,435 | $ 359,601 | |
Basic and diluted earnings per common share | $ 1.73 | $ 1.10 | |
Consolidated Balance Sheets: | |||
Investment in Klepierre, at equity | $ 1,723,676 | $ 1,786,477 | |
Total stockholders' equity | 5,113,379 | 5,093,177 | |
Noncontrolling interests | $ 858,611 | $ 858,328 | |
Klepierre | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Ownership interest (as a percent) | 28.90% | ||
Shares sold | 0 | ||
Klepierre | Corio | |||
Consolidated Statements of Operations and Comprehensive Income: | |||
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | $ 206,900 | ||
Previously Reported | |||
Consolidated Statements of Operations and Comprehensive Income: | |||
Consolidated Net Income | $ 425,508 | ||
Basic and diluted earnings per common share | $ 1.16 | ||
Consolidated Balance Sheets: | |||
Investment in Klepierre, at equity | $ 1,516,749 | ||
Total stockholders' equity | 4,936,445 | ||
Noncontrolling interests | 828,618 | ||
Adjustments | |||
Consolidated Statements of Operations and Comprehensive Income: | |||
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | 206,927 | ||
Consolidated Net Income | $ 206,927 | ||
Basic and diluted earnings per common share | $ 0.57 | ||
Consolidated Balance Sheets: | |||
Investment in Klepierre, at equity | $ 206,927 | ||
Total stockholders' equity | 176,934 | ||
Noncontrolling interests | $ 29,993 | ||
Klepierre | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Shares of common stock issued | 114,000,000 |
Significant Accounting Polici24
Significant Accounting Policies (Details 2) shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015USD ($)itemshares | Dec. 31, 2014USD ($) | |
Marketable and Non-Marketable Securities | ||
Marketable Securities | $ 657.4 | |
Net unrealized gains (losses) recorded in other comprehensive income (loss) | 109.6 | $ 103.9 |
Carrying value of investments under the cost method | 168.7 | 167.1 |
Other-than-temporary non-cash charges | $ 0 | |
Available for sale securities | ||
Marketable and Non-Marketable Securities | ||
Number of investment in publicly traded REIT accounted for as available-for-sale security | item | 1 | |
Number of shares owned | shares | 5,710 | |
Market value of investments | $ 481.7 | 476.4 |
Aggregate unrealized gain (loss) on available-for-sale investments, net | $ 107.8 | $ 102.5 |
Available for sale securities | Securities in captive insurance subsidiary portfolio | Minimum | ||
Marketable and Non-Marketable Securities | ||
Investment maturity period | 1 year | |
Available for sale securities | Securities in captive insurance subsidiary portfolio | Maximum | ||
Marketable and Non-Marketable Securities | ||
Investment maturity period | 10 years |
Significant Accounting Polici25
Significant Accounting Policies (Details 3) - Recurring - USD ($) $ in Millions | Mar. 31, 2015 | Dec. 31, 2014 |
Level 2 | ||
Fair Value Measurements | ||
Interest rate swap agreements and foreign currency forward contracts, gross liability balance | $ 12.4 | $ 2.1 |
Interest rate swap agreements and foreign currency forward contracts, gross asset balance | 40.2 | $ 20.1 |
Level 3 | ||
Fair Value Measurements | ||
Investments | $ 0 |
Significant Accounting Polici26
Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Noncontrolling interests, carrying amounts, reclassified to permanent equity: | ||
Limited partners' interests in the Operating Partnership | $ 859,339 | $ 858,557 |
Nonredeemable noncontrolling (deficit) interests in properties, net | (728) | (229) |
Total noncontrolling interests reflected in equity | $ 858,611 | $ 858,328 |
Significant Accounting Polici27
Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Noncontrolling interests: | ||
Balance | $ 5,951,505 | |
Other comprehensive income (loss) allocable to noncontrolling interests: | ||
Unrealized gain (loss) on derivative hedge agreements | 10,099 | $ (7,533) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 2,627 | 2,697 |
Currency translation adjustments | (124,512) | 13,733 |
Changes in available-for-sale securities and other | 5,637 | 479 |
Purchase and dispositions of noncontrolling interests, net and other | (5,629) | |
Balance | 5,971,990 | |
Noncontrolling Interests | ||
Noncontrolling interests: | ||
Balance | 858,328 | 973,226 |
Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties | 91,988 | 57,650 |
Distributions to noncontrolling interest holders | (74,910) | (77,436) |
Other comprehensive income (loss) allocable to noncontrolling interests: | ||
Unrealized gain (loss) on derivative hedge agreements | 1,481 | (1,236) |
Net loss reclassified from accumulated other comprehensive loss into earnings | 381 | 392 |
Currency translation adjustments | (17,998) | 1,932 |
Changes in available-for-sale securities and other | 777 | 72 |
Other comprehensive income (loss) | (15,359) | 1,160 |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | (5,598) | (67,226) |
Units issued to limited partners | 84,910 | |
Units exchanged for common shares | (7,849) | (911) |
Long-term incentive performance units | 11,828 | 12,485 |
Purchase and dispositions of noncontrolling interests, net and other | 183 | 6,130 |
Balance | $ 858,611 | $ 989,988 |
Significant Accounting Polici28
Significant Accounting Policies (Details 6) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Significant Accounting Policies | |
Beginning balance | $ (61,041) |
Other comprehensive income (loss) before reclassifications | (93,036) |
Amounts reclassified from accumulated other comprehensive income (loss) | 2,246 |
Net current-period other comprehensive income (loss) | (90,790) |
Ending balance | (151,831) |
Currency translation adjustments | |
Significant Accounting Policies | |
Beginning balance | (110,722) |
Other comprehensive income (loss) before reclassifications | (106,514) |
Net current-period other comprehensive income (loss) | (106,514) |
Ending balance | (217,236) |
Accumulated derivative losses, net | |
Significant Accounting Policies | |
Beginning balance | (39,161) |
Other comprehensive income (loss) before reclassifications | 8,618 |
Amounts reclassified from accumulated other comprehensive income (loss) | 2,246 |
Net current-period other comprehensive income (loss) | 10,864 |
Ending balance | (28,297) |
Net unrealized gains (losses) on marketable securities | |
Significant Accounting Policies | |
Beginning balance | 88,842 |
Other comprehensive income (loss) before reclassifications | 4,860 |
Net current-period other comprehensive income (loss) | 4,860 |
Ending balance | $ 93,702 |
Significant Accounting Polici29
Significant Accounting Policies (Details 7) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Significant Accounting Policies | ||
Interest expense | $ (232,173) | $ (254,234) |
Net income attributable to noncontrolling interests | 92,467 | 58,621 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 539,134 | 341,648 |
Amount reclassified from accumulated other comprehensive income (loss) | ||
Significant Accounting Policies | ||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | (2,246) | (2,305) |
Accumulated derivative losses, net | Amount reclassified from accumulated other comprehensive income (loss) | ||
Significant Accounting Policies | ||
Interest expense | (2,627) | (2,697) |
Net income attributable to noncontrolling interests | $ 381 | $ 392 |
Significant Accounting Polici30
Significant Accounting Policies (Details 8) € in Millions, ¥ in Millions, $ in Millions | Mar. 31, 2015USD ($)DerivativeInstrument | Mar. 31, 2015JPY (¥)DerivativeInstrument | Dec. 31, 2014USD ($)DerivativeInstrument | Dec. 31, 2014JPY (¥)DerivativeInstrument | Sep. 30, 2014EUR (€) |
Derivative financial instruments | |||||
Gross accumulated other comprehensive income or loss related to derivative activities | $ 33.1 | $ 45.8 | |||
Interest rate swap | |||||
Derivative financial instruments | |||||
Number of Instruments | DerivativeInstrument | 2 | 2 | 2 | 2 | |
Notional Amount | $ 375 | $ 375 | |||
Interest rate net, fair value | (1.2) | ||||
Interest rate swap | Other liabilities. | |||||
Derivative financial instruments | |||||
Interest rate net, fair value | (12.3) | (2.1) | |||
Interest rate swap | Deferred costs and other assets | |||||
Derivative financial instruments | |||||
Interest rate net, fair value | 0.9 | ||||
USD-Yen currency forward contract | |||||
Derivative financial instruments | |||||
Notional Amount | ¥ | ¥ 1,900 | ¥ 14.7 | |||
USD-Yen currency forward contract | Deferred costs and other assets | |||||
Derivative financial instruments | |||||
Forward contract net, fair value | 0.3 | 0.1 | |||
USD-Euro currency forward contract | |||||
Derivative financial instruments | |||||
Notional Amount | € | € 150 | ||||
USD-Euro currency forward contract | Deferred costs and other assets | |||||
Derivative financial instruments | |||||
Forward contract net, fair value | $ 39.8 | $ 19.1 |
Significant Accounting Polici31
Significant Accounting Policies (Details 9) $ in Thousands | May. 28, 2014USD ($)property | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Strip Center Business and Small Malls | |||
Discontinued Operations | |||
Number of properties merged under spin off into Washington Prime, an independent publicly traded REIT | property | 98 | ||
Amount of retained proceeds from recently completed unsecured debt and mortgage debt as part of the spin-off | $ 1,000,000 | ||
Summarized financial information for discontinued operations | |||
TOTAL REVENUE | $ 157,969 | ||
Property operating | 26,140 | ||
Depreciation and amortization | 45,968 | ||
Real estate taxes | 19,948 | ||
Repairs and maintenance | 7,150 | ||
Advertising and promotion | 1,952 | ||
Provision for credit losses | 786 | ||
Other | 1,118 | ||
Total operating expenses | 103,062 | ||
OPERATING INCOME | 54,907 | ||
Interest expense | (13,917) | ||
Income and other taxes | (75) | ||
Income from unconsolidated entities | 345 | ||
Gain upon acquisition of controlling interests and sale or disposal of assets and interest in unconsolidated entities, net | 242 | ||
CONSOLIDATED NET INCOME | 41,502 | ||
Net income attributable to noncontrolling interests | 5,989 | ||
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | 35,513 | ||
Additional disclosures | |||
Capital expenditures on a cash basis | $ 24,800 | ||
Washington Prime Group Inc | |||
Additional disclosures | |||
Transition services fees earned | $ 1,300 | ||
Washington Prime Group Inc | Strip Center Business and Small Malls | |||
Additional disclosures | |||
Term of property management agreement | 2 years | ||
Renewal term of property management agreement | 1 year | ||
Termination period of property management agreement | 2 years | ||
Period of prior written notice for termination of property management agreement | 180 days | ||
Termination period of transition services agreement | 2 years | ||
Minimum notice period for transition services agreement | 180 days | ||
Minimum notice period as percentage of original service period | 50.00% | ||
Exchange ratio of common shares for entity's stockholders to receive under spin off | 0.50 | ||
Washington Prime Group Inc | Minimum | |||
Additional disclosures | |||
Annual fixed rate property management fees (as a percent) | 2.50% | ||
Washington Prime Group Inc | Maximum | |||
Additional disclosures | |||
Annual fixed rate property management fees (as a percent) | 4.00% | ||
Washington Prime Group LP | Strip Center Business and Small Malls | |||
Additional disclosures | |||
Exchange ratio of common units for entity's stockholders to receive under spin off | 0.50 |
Per Share Data (Details)
Per Share Data (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Per Share Data | ||
Net Income attributable to Common Stockholders - Basic | $ 539,134 | $ 341,648 |
Net Income attributable to Common Stockholders - Diluted | $ 362,174 | $ 341,648 |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 311,101,297 | 310,622,570 |
Effect of dilutive securities: | ||
Securities with dilutive effect | $ 0 | $ 0 |
Investment in Unconsolidated 33
Investment in Unconsolidated Entities (Details) $ in Millions | Mar. 31, 2015USD ($)property | Dec. 31, 2014USD ($) |
Schedule of Equity Method Investments | ||
Total number of joint venture properties | property | 82 | |
Construction and other related party loans | ||
Schedule of Equity Method Investments | ||
Loans to related party | $ | $ 13.8 | $ 14.9 |
Investment in Unconsolidated 34
Investment in Unconsolidated Entities (Details 2) - Arizona Mills - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2014 | Jan. 30, 2014 | |
Business acquisition | ||
Ownership interests acquired (as a percent) | 50.00% | |
Gain due to acquisition of controlling interest | $ 2.7 | |
Ownership interest after acquisition (as a percent) | 100.00% |
Investment in Unconsolidated 35
Investment in Unconsolidated Entities (Details 3) $ / shares in Units, $ in Thousands | Apr. 13, 2015USD ($)property | Feb. 24, 2015USD ($) | Jan. 15, 2015 | Dec. 31, 2014USD ($) | Mar. 31, 2015USD ($)property$ / sharesshares | Mar. 31, 2014USD ($) |
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 18.30% | |||||
Share of net income, net of amortization of our excess investment | $ 64,872 | $ 57,078 | ||||
Equity investment | $ 2,378,800 | 2,158,205 | ||||
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | $ 206,927 | 2,655 | ||||
Seritage Growth Properties | Forecast | ||||||
Schedule of Equity Method Investments | ||||||
Payments to acquire equity method investment | $ 33,000 | |||||
Houston Galleria | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 50.40% | |||||
Hudson's Bay Company (HBC) Joint Venture | Forecast | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 20.00% | |||||
Hudson's Bay Company (HBC) Joint Venture | Maximum | Forecast | ||||||
Schedule of Equity Method Investments | ||||||
Contribution to form joint venture | $ 178,500 | |||||
Contributions for improvements to properties | $ 100,000 | |||||
Hudson's Bay Company (HBC) Joint Venture | Hudson Bay Company | Forecast | ||||||
Schedule of Equity Method Investments | ||||||
Number of properties contributed to form joint venture | property | 42 | |||||
Joint venture ownership percentage | 80.00% | |||||
Sears Joint Venture | ||||||
Schedule of Equity Method Investments | ||||||
Contribution to form joint venture | $ 114,000 | |||||
Joint venture ownership percentage | 50.00% | |||||
Sears Joint Venture | Minimum | ||||||
Schedule of Equity Method Investments | ||||||
Percentage of property space subject to recapture | 50.00% | |||||
Sears Joint Venture | Sears | ||||||
Schedule of Equity Method Investments | ||||||
Number of properties contributed to form joint venture | property | 10 | |||||
Joint venture ownership percentage | 50.00% | |||||
Klepierre | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 28.90% | |||||
Klepierre | Corio | ||||||
Schedule of Equity Method Investments | ||||||
Ordinary share conversion ratio | 1.14 | |||||
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | $ 206,900 | |||||
McArthurGlen Group | ||||||
Schedule of Equity Method Investments | ||||||
Number of properties | property | 5 | |||||
Equity investment | $ 677,100 | $ 581,400 | ||||
McArthurGlen Group | Minimum | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 45.00% | |||||
McArthurGlen Group | Maximum | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 90.00% | |||||
McArthurGlen Group | Roermond Designer Outlet | ||||||
Schedule of Equity Method Investments | ||||||
Joint venture ownership percentage | 90.00% | |||||
Europe | Klepierre | ||||||
Schedule of Equity Method Investments | ||||||
Shares owned | shares | 57,634,148 | |||||
Joint venture ownership percentage | 28.90% | 18.30% | ||||
Quoted market price per share (in dollars per share) | $ / shares | $ 49.48 | |||||
Share of net income, net of amortization of our excess investment | $ 6,100 | 4,800 | ||||
Total revenues | 332,500 | 367,300 | ||||
Total operating income | 141,600 | 166,700 | ||||
Consolidated net income | $ 72,000 | $ 52,900 | ||||
Europe | McArthurGlen Group | Premium Outlets | ||||||
Schedule of Equity Method Investments | ||||||
Number of properties | property | 5 | |||||
Europe | McArthurGlen Group | Development project | ||||||
Schedule of Equity Method Investments | ||||||
Number of properties | property | 1 | |||||
Mortgage Maturing 2017 | McArthurGlen Group | Roermond Designer Outlet | ||||||
Schedule of Equity Method Investments | ||||||
Debt refinanced | $ 85,100 | |||||
Interest rate on debt (as a percent) | 5.12% | |||||
Mortgage Maturing 2021 | McArthurGlen Group | Roermond Designer Outlet | ||||||
Schedule of Equity Method Investments | ||||||
Debt issued to refinance previous mortgage | $ 218,900 | |||||
Interest rate on debt (as a percent) | 1.86% | |||||
Mortgages | Houston Galleria | ||||||
Schedule of Equity Method Investments | ||||||
Debt refinanced | $ 821,000 | |||||
Interest rate on debt (as a percent) | 5.44% | |||||
Mortgage Maturing 2025 | Houston Galleria | ||||||
Schedule of Equity Method Investments | ||||||
Debt issued to refinance previous mortgage | $ 1,200,000 | |||||
Interest rate on debt (as a percent) | 3.55% |
Investment in Unconsolidated 36
Investment in Unconsolidated Entities (Details 4) $ in Millions | 3 Months Ended | |
Mar. 31, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Cost method investments | ||
Cost method investments included in deferred costs and other assets | $ | $ 168.7 | $ 167.1 |
Europe | Value Retail PLC | ||
Cost method investments | ||
Number of luxury outlets owned and operated | property | 9 | |
Number of outlets in which the entity has a minority direct ownership | property | 3 | |
Cost method investments included in deferred costs and other assets | $ | $ 115.4 | $ 115.4 |
Investment in Unconsolidated 37
Investment in Unconsolidated Entities (Details 5) - USD ($) $ in Thousands | Mar. 19, 2015 | Mar. 31, 2015 |
Schedule of Equity Method Investments | ||
Amounts reclassified from accumulated other comprehensive income (loss) | $ (2,246) | |
Pre-Development Europe Projects Joint Venture | ||
Schedule of Equity Method Investments | ||
Aggregate cash received | $ 19,000 | |
Gain on disposal of equity method investment | 8,300 | |
Amounts reclassified from accumulated other comprehensive income (loss) | $ 800 |
Investment in Unconsolidated 38
Investment in Unconsolidated Entities (Details 6) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Schedule of Equity Method Investments | ||
Joint venture ownership percentage | 18.30% | |
Equity investment | $ 2,158,205 | $ 2,378,800 |
Japan | Mitsubishi Estate Co., Ltd. | Premium Outlets | ||
Schedule of Equity Method Investments | ||
Joint venture ownership percentage | 40.00% | |
Equity investment | $ 230,900 | 229,800 |
South Korea | Shinsegae International Co | Premium Outlets | ||
Schedule of Equity Method Investments | ||
Joint venture ownership percentage | 50.00% | |
Equity investment | $ 107,200 | $ 104,500 |
Investment in Unconsolidated 39
Investment in Unconsolidated Entities (Details 7) $ in Thousands | May. 28, 2014property | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Assets: | |||
Investment properties, at cost | $ 32,537,403 | $ 31,318,532 | |
Less - accumulated depreciation | 9,146,094 | 8,950,747 | |
Investment properties, net | 23,391,309 | 22,367,785 | |
Cash and cash equivalents | 833,732 | 612,282 | |
Tenant receivables and accrued revenue, net | 523,734 | 580,197 | |
Deferred costs and other assets | 1,851,798 | 1,806,789 | |
Liabilities and Partners' Deficit: | |||
Mortgages and unsecured indebtedness | 21,694,055 | 20,852,993 | |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 1,122,444 | 1,259,681 | |
Other liabilities | 295,853 | 275,451 | |
Total liabilities | 24,484,927 | 23,555,288 | |
Partners' deficit | (4,112,139) | (4,208,183) | |
Total liabilities and equity | 30,482,454 | 29,532,330 | |
Our Share of: | |||
Our net investment in unconsolidated entities, at equity | 2,158,205 | 2,378,800 | |
Unconsolidated properties | |||
Our Share of: | |||
Number of properties merged under spin off into Washington Prime, an independent publicly traded REIT | property | 10 | ||
Equity Method Investments | Unconsolidated properties | |||
Assets: | |||
Investment properties, at cost | 16,010,766 | 16,087,282 | |
Less - accumulated depreciation | 5,525,606 | 5,457,899 | |
Investment properties, net | 10,485,160 | 10,629,383 | |
Cash and cash equivalents | 763,917 | 993,178 | |
Tenant receivables and accrued revenue, net | 308,358 | 362,201 | |
Investment in unconsolidated entities, at equity | 11,386 | ||
Deferred costs and other assets | 507,735 | 536,600 | |
Total assets | 12,065,170 | 12,532,748 | |
Liabilities and Partners' Deficit: | |||
Mortgages and unsecured indebtedness | 13,629,050 | 13,272,557 | |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 861,041 | 1,015,334 | |
Other liabilities | 440,651 | 493,718 | |
Total liabilities | 14,930,742 | 14,781,609 | |
Preferred units | 67,450 | 67,450 | |
Partners' deficit | (2,933,022) | (2,316,311) | |
Total liabilities and equity | 12,065,170 | 12,532,748 | |
Our Share of: | |||
Partners' deficit | (1,064,025) | (663,700) | |
Add: Excess investment | 1,849,655 | 1,875,337 | |
Our net investment in unconsolidated entities, at equity | $ 785,630 | $ 1,211,637 | |
Equity Method Investments | Unconsolidated properties | Maximum | |||
Our Share of: | |||
Life of joint ventures with excess investment | 40 years |
Investment in Unconsolidated 40
Investment in Unconsolidated Entities (Details 8) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue: | ||
Minimum rent | $ 753,445 | $ 722,283 |
Overage rent | 38,957 | 31,674 |
Tenant reimbursements | 340,170 | 325,471 |
Other income | 48,585 | 46,987 |
Total revenue | 1,216,235 | 1,157,022 |
Operating Expenses: | ||
Property operating | 99,757 | 94,947 |
Depreciation and amortization | 288,106 | 280,493 |
Real estate taxes | 106,888 | 94,305 |
Repairs and maintenance | 29,734 | 29,766 |
Advertising and promotion | 18,756 | 22,619 |
Provision for credit losses | 3,847 | 4,423 |
Other | 19,074 | 19,361 |
Total operating expenses | 617,064 | 596,057 |
OPERATING INCOME | 599,171 | 560,965 |
Interest expense | (232,173) | (254,234) |
Income from Unconsolidated Entities | 64,872 | 57,078 |
Equity Method Investments | Unconsolidated properties | ||
Revenue: | ||
Minimum rent | 433,781 | 424,785 |
Overage rent | 51,180 | 48,797 |
Tenant reimbursements | 194,487 | 192,793 |
Other income | 53,995 | 112,706 |
Total revenue | 733,443 | 779,081 |
Operating Expenses: | ||
Property operating | 130,804 | 161,421 |
Depreciation and amortization | 141,659 | 152,148 |
Real estate taxes | 58,574 | 54,791 |
Repairs and maintenance | 20,361 | 19,641 |
Advertising and promotion | 16,702 | 18,810 |
Provision for credit losses | 1,853 | 3,108 |
Other | 44,428 | 52,929 |
Total operating expenses | 414,381 | 462,848 |
OPERATING INCOME | 319,062 | 316,233 |
Interest expense | (147,020) | (151,637) |
Income from Continuing Operations | 172,042 | 164,596 |
Income from operations of discontinued joint venture interests | 2,985 | |
Net Income | 172,042 | 167,581 |
Third-Party Investors' Share of Net Income | 89,114 | 89,313 |
Our Share of Net Income | 82,928 | 78,268 |
Amortization of Excess Investment | (24,154) | (25,598) |
Our Share of Loss from Unconsolidated Discontinued Operations | (345) | |
Income from Unconsolidated Entities | $ 58,774 | $ 52,325 |
Debt (Details)
Debt (Details) $ in Thousands | Mar. 02, 2015USD ($) | Jan. 15, 2015USD ($)property | Mar. 31, 2015USD ($)itemproperty | Dec. 31, 2014USD ($) |
Debt | ||||
Total Mortgages and Other Indebtedness | $ 21,694,055 | $ 20,852,993 | ||
Fair value of debt | ||||
Carrying value of fixed-rate mortgages and unsecured indebtedness | 19,300,000 | 19,000,000 | ||
Fair value of fixed-rate mortgages and unsecured indebtedness | $ 20,932,000 | $ 20,558,000 | ||
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages (as a percent) | 2.69% | 3.02% | ||
Jersey Gardens and University Park Village | ||||
Debt | ||||
Number of properties in which interest is acquired | property | 2 | |||
Mortgage Maturing November 1, 2020 | Jersey Gardens (The Mills at Jersey Gardens) | ||||
Debt | ||||
Total Mortgages and Other Indebtedness | $ 350,000 | |||
Interest rate on debt (as a percent) | 3.83% | |||
Mortgage Maturing May 1, 2028 | University Park Village | ||||
Debt | ||||
Total Mortgages and Other Indebtedness | $ 55,000 | |||
Interest rate on debt (as a percent) | 3.85% | |||
Unsecured Debt | Senior unsecured notes | Operating Partnership | ||||
Debt | ||||
Total Mortgages and Other Indebtedness | $ 13,300,000 | |||
Unsecured Debt | Credit Facility and the Supplemental Facility | Operating Partnership | ||||
Debt | ||||
Available borrowing capacity | 5,200,000 | |||
Maximum amount outstanding during period | 1,500,000 | |||
Credit facility, weighted average amount outstanding | 1,100,000 | |||
Letters of credit outstanding | $ 36,900 | |||
Number of credit facilities | item | 2 | |||
Unsecured Debt | Credit Facility | Operating Partnership | ||||
Debt | ||||
Credit facility, amount outstanding | $ 1,000,000 | |||
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 | Operating Partnership | Euro | ||||
Debt | ||||
Credit facility, amount outstanding | $ 753,800 | |||
Unsecured Debt | Credit Facility | Operating Partnership | Yen | ||||
Debt | ||||
Credit facility, amount outstanding | $ 185,500 | |||
Unsecured Debt | Credit Facility | Maximum | Operating Partnership | ||||
Debt | ||||
Percentage of borrowings in currencies other than the U.S. Dollar | 75.00% | |||
Unsecured Debt | Credit Facility | LIBOR | Operating Partnership | ||||
Debt | ||||
Reference rate | LIBOR | |||
Interest added to reference rate (as a percent) | 0.80% | |||
Unsecured Debt | Supplemental Facility | Operating Partnership | ||||
Debt | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Unsecured Debt | Amended Supplemental Facility | Operating Partnership | ||||
Debt | ||||
Maximum borrowing capacity | 2,750,000 | |||
Optional expanded maximum borrowing capacity | $ 3,500,000 | |||
Additional facility fee (as a percent) | 0.10% | |||
Unsecured Debt | Amended Supplemental Facility | LIBOR | Operating Partnership | ||||
Debt | ||||
Reference rate | LIBOR | |||
Interest added to reference rate (as a percent) | 0.80% | |||
Unsecured Debt | Term loan | ||||
Debt | ||||
Total Mortgages and Other Indebtedness | $ 240,000 | |||
Unsecured Debt | Commercial Paper | Operating Partnership | ||||
Debt | ||||
Credit facility, amount outstanding | 471,300 | |||
Maximum borrowing capacity | $ 500,000 | |||
Expanded maximum borrowing capacity | $ 1,000,000 | |||
Unsecured Debt | Commercial Paper | Operating Partnership | USD | ||||
Debt | ||||
Credit facility, amount outstanding | $ 285,000 | |||
Weighted average interest rate (as a percent) | 0.20% | |||
Unsecured Debt | Commercial Paper | Operating Partnership | Euro | ||||
Debt | ||||
Credit facility, amount outstanding | $ 186,300 | |||
Weighted average interest rate (as a percent) | 0.08% | |||
Secured Debt | Mortgages | ||||
Debt | ||||
Total Mortgages and Other Indebtedness | $ 6,600,000 | $ 6,200,000 | ||
Debt covenants | ||||
Number of non-recourse mortgage notes under which the Company and subsidiaries are borrowers | item | 40 | |||
Number of properties secured by non-recourse mortgage notes | property | 54 | |||
Number of cross-defaulted and cross-collateralized mortgage pools | item | 5 | |||
Total number of properties pledged as collateral for cross defaulted and cross collateralized mortgages | property | 21 |
Equity (Details)
Equity (Details) $ in Billions | Apr. 02, 2015USD ($) | Mar. 31, 2015itemshares |
Equity | ||
Period common stock is authorized to repurchase | 24 months | |
Partnership agreement of Operating Partnership | ||
Equity | ||
Common stock, shares issued | shares | 483,154 | |
The number of limited partners who received common stock in exchange for an equal number of units, during the period. | item | 5 | |
Maximum | ||
Equity | ||
Common stock authorized for repurchase | $ | $ 2 |
Equity (Details 2)
Equity (Details 2) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2011 | Mar. 31, 2015 | Mar. 31, 2014 | |
Restricted stock | |||
Stock-based incentive plan awards | |||
Compensation expense, net of capitalization | $ 2.1 | $ 2.7 | |
LTIP Retention Award to Chairman and CEO | |||
Stock-based incentive plan awards | |||
Award of restricted stock (in shares) | 1,000,000 | ||
Aggregate grant date fair value | $ 120.3 | ||
Service period | 8 years | ||
LTIP Retention Award to Chairman and CEO | A Units | Maximum | |||
Stock-based incentive plan awards | |||
Units to be earned under LTIP program (in shares) | 360,000 | ||
LTIP Retention Award to Chairman and CEO | B Units | Maximum | |||
Stock-based incentive plan awards | |||
Units to be earned under LTIP program (in shares) | 360,000 | ||
LTIP Retention Award to Chairman and CEO | C Units | Maximum | |||
Stock-based incentive plan awards | |||
Units to be earned under LTIP program (in 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% | ||
Compensation expense, net of capitalization | $ 6.2 | $ 6.8 | |
Vesting period | 2 years | ||
Vesting rights percentage | 50.00% | ||
One-year 2010 LTIP Program | |||
Stock-based incentive plan awards | |||
Performance period | 1 year | ||
Units earned under LTIP program (in shares) | 133,673 | ||
Aggregate grant date fair value | $ 7.2 | ||
Two-year 2010 LTIP Program | |||
Stock-based incentive plan awards | |||
Performance period | 2 years | ||
Units earned under LTIP program (in shares) | 337,006 | ||
Aggregate grant date fair value | $ 14.8 | ||
Three-year 2010 LTIP Program | |||
Stock-based incentive plan awards | |||
Performance period | 3 years | ||
Units earned under LTIP program (in shares) | 489,654 | ||
Aggregate grant date fair value | $ 23 | ||
2011-2013 LTIP Program | |||
Stock-based incentive plan awards | |||
Units earned under LTIP program (in shares) | 469,848 | ||
Aggregate grant date fair value | $ 35 | ||
2012-2014 LTIP Program | |||
Stock-based incentive plan awards | |||
Units earned under LTIP program (in shares) | 401,203 | ||
Aggregate grant date fair value | $ 35 | ||
2013-2015 LTIP program | |||
Stock-based incentive plan awards | |||
Aggregate grant date fair value | 29.5 | ||
2014-2016 LTIP program | |||
Stock-based incentive plan awards | |||
Aggregate grant date fair value | 30 | ||
2015-2017 LTIP program | |||
Stock-based incentive plan awards | |||
Aggregate grant date fair value | $ 29.9 |
Equity (Details 3)
Equity (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance | $ 5,951,505 | |
LTIP units | 11,828 | |
Purchase and dispositions of noncontrolling interests, net and other | (5,629) | |
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | (510,149) | |
Distributions to other noncontrolling interest partners | (1,372) | |
Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership | 525,807 | |
Balance | 5,971,990 | |
Preferred Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | 44,062 | |
Purchase and dispositions of noncontrolling interests, net and other | (82) | |
Balance | 43,980 | |
Comprehensive income attributable to preferred interests | 479 | |
Common Stock. | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | 31 | |
Balance | 31 | |
Accumulated Other Comprehensive Income (Loss) | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | (61,041) | |
Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership | (90,790) | |
Balance | (151,831) | |
Capital in Excess of Par Value | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | 9,422,237 | |
Exchange of limited partner units for common shares | 7,849 | |
Purchase and dispositions of noncontrolling interests, net and other | 1,628 | |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | 5,598 | |
Balance | 9,437,312 | |
Accumulated Deficit | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | (4,208,183) | |
Purchase and dispositions of noncontrolling interests, net and other | (7,313) | |
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | (436,611) | |
Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership | 539,968 | |
Balance | (4,112,139) | |
Common Stock Held in Treasury | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | (103,929) | |
Purchase and dispositions of noncontrolling interests, net and other | (45) | |
Balance | (103,974) | |
Noncontrolling Interests | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | 858,328 | $ 973,226 |
Exchange of limited partner units for common shares | (7,849) | (911) |
LTIP units | 11,828 | |
Purchase and dispositions of noncontrolling interests, net and other | 183 | 6,130 |
Adjustment to limited partners' interest from change in ownership in the Operating Partnership | (5,598) | |
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests | (73,538) | |
Distributions to other noncontrolling interest partners | (1,372) | |
Comprehensive income, excluding $479 attributable to preferred interests in the Operating Partnership | 76,629 | |
Balance | $ 858,611 | $ 989,988 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
May. 31, 2010 | Mar. 31, 2015 | |
Insurance | ||
Insurance proceeds funded by insurers | $ 50 | |
Minimum insurance coverage | 50 | |
Additional insurance proceeds | $ 150 | |
Positive Outcome of Litigation | Maximum | ||
Insurance | ||
Summary judgment of additional insurance coverage available under excess insurance policy | $ 150 |
Commitments and Contingencies46
Commitments and Contingencies (Details 2) - Joint Venture Mortgage and Indebtedness - USD ($) $ in Millions | Mar. 31, 2015 | Dec. 31, 2014 |
Guarantees of Joint Venture Indebtedness: | ||
Loan guarantee | $ 335.3 | $ 223.5 |
Loan guarantees recoverable | $ 129 | $ 78.7 |
Commitments and Contingencies47
Commitments and Contingencies (Details 3) | 3 Months Ended |
Mar. 31, 2015 | |
Consolidated revenues | Concentration of credit risk | Minimum | |
Concentration of Credit Risk | |
Percentage of consolidated revenues from a single customer or tenant | 5.00% |
Real Estate Acquisitions and 48
Real Estate Acquisitions and Dispositions (Details) $ in Millions | Jan. 15, 2015USD ($)property | Apr. 10, 2014 | Jan. 30, 2014USD ($)ashares | Jan. 10, 2014USD ($)item | Jan. 10, 2014itemproperty | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) |
Ashford Designer Outlets | McArthurGlen Group | |||||||
Real Estate Properties | |||||||
Joint venture ownership percentage before transaction | 22.50% | ||||||
Joint venture ownership percentage after transactions | 45.00% | ||||||
Jersey Gardens and University Park Village | |||||||
Real Estate Properties | |||||||
Number of properties in which interest is acquired | property | 2 | ||||||
Mortgage debt including debt premiums | $ 405 | ||||||
Ownership interests acquired (as a percent) | 100.00% | ||||||
Cash purchase price for acquisition | $ 677.9 | ||||||
Transaction costs | $ 4.4 | ||||||
Arizona Mills | |||||||
Real Estate Properties | |||||||
Area of property acquired (in square feet or acre) | a | 39 | ||||||
Consideration paid | $ 145.8 | ||||||
Mortgage debt including debt premiums | $ 166.9 | ||||||
Gain due to acquisition of controlling interest | $ 2.7 | ||||||
Ownership interests acquired (as a percent) | 50.00% | ||||||
Ownership interest after acquisition (as a percent) | 100.00% | ||||||
Arizona Mills | Operating Partnership | |||||||
Real Estate Properties | |||||||
Number of units issued in connection with acquisition of the remaining interest in Arizona Mills | shares | 555,150 | ||||||
Portfolio of ten properties | |||||||
Real Estate Properties | |||||||
Number of properties in which interest is acquired | item | 10 | ||||||
Consideration paid | $ 114.4 | ||||||
Number of partner's interest acquired | item | 1 | 1 | |||||
Consolidated properties | Portfolio of ten properties | |||||||
Real Estate Properties | |||||||
Number of properties in which interest is acquired | property | 7 |