Significant Accounting Policies | 3. Significant Accounting Policies Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. Equity Instruments and Debt Securities Equity instruments and debt securities consist primarily of the debt securities of our captive insurance subsidiary, equity instruments, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2019 and December 31, 2018, we had equity instruments with readily determinable fair values of $ 84.1 million and $ 78.1 million, respectively. Effective January 1, 2018, changes in fair value of these equity instruments are recorded in earnings. We recognized a cumulative effect adjustment of $7.3 million as of January 1, 2018 to reclassify unrealized gains previously reported in accumulated other comprehensive income as a result of the adoption of Accounting Standards Update (ASU) 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” For the three months ended March 31, 2019 and 2018, we recorded a $ 3.8 million gain and a $1.9 million loss, respectively, for non-cash mark-to-market adjustments related to these equity securities with readily determinable fair values, which is included in other expense in our consolidated statements of operations and comprehensive income. At March 31, 2019 and December 31, 2018, we had equity instruments without readily determinable fair values of $17 6.4 million and $175.7 million, respectively, for which we have elected the measurement alternative under this guidance. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three months ended March 31, 2019, and 2018. Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. At March 31, 2019 and December 31, 2018, we held debt securities of $ 46.3 million and $ 40.1 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available‑for‑sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other‑than‑temporary. We review any declines in value of these securities for other‑than‑temporary impairment and consider the severity and duration of any decline in value. To the extent an other‑than‑temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established. Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Fair Value Measurements Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. The equity instruments with readily determinable fair values we held at March 31, 2019 and December 31, 2018 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $16.1 million and $10.9 million at March 31, 2019 and December 31, 2018, respectively, and a gross liability balance of $1.1 million and $6.2 million at March 31, 2019 and December 31, 2018, respectively. Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates. Noncontrolling Interests Simon Details of the carrying amount of our noncontrolling interests are as follows: As of As of March 31, December 31, 2019 2018 Limited partners’ interests in the Operating Partnership $ 479,989 $ 492,877 Nonredeemable noncontrolling interests in properties, net 6,994 7,398 Total noncontrolling interests reflected in equity $ 486,983 $ 500,275 Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. A rollforward of noncontrolling interests is as follows: For the Three Months Ended March 31, 2019 2018 Noncontrolling interests, beginning of period $ 500,275 $ 552,596 Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties 83,224 94,176 Distributions to noncontrolling interest holders (96,562) (92,012) Other comprehensive (loss) income allocable to noncontrolling interests: Unrealized gain (loss) on derivative hedge agreements 1,227 (804) Net loss reclassified from accumulated other comprehensive loss into earnings 143 283 Currency translation adjustments (614) 1,663 Changes in available-for-sale securities and other 19 (38) 775 1,104 Adjustment to limited partners’ interest from change in ownership in the Operating Partnership (4,167) (36,221) Units exchanged for common shares (253) (70) Units redeemed (8) (474) Long-term incentive performance units 3,701 8,307 Contributions by noncontrolling interests, net, and other (2) 24 Noncontrolling interests, end of period $ 486,983 $ 527,430 The Operating Partnership Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership. Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon. Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income. A rollforward of noncontrolling interests is as follows: For the Three Months Ended March 31, 2019 2018 Noncontrolling nonredeemable interests in properties, net — beginning of period $ 7,398 $ 3,738 Net income attributable to noncontrolling nonredeemable interests 148 527 Distributions to noncontrolling nonredeemable interest holders (552) (489) Contributions by noncontrolling nonredeemable interests, net, and other — 24 Noncontrolling nonredeemable interests in properties, net — end of period $ 6,994 $ 3,800 Accumulated Other Comprehensive Income (Loss) Simon The changes in components of our accumulated other comprehensive income (loss) attributable to common stockholders consisted of the following net of noncontrolling interest as of March 31, 2019: Net unrealized Currency Accumulated (losses) gains translation derivative on marketable adjustments gains, net securities Total Beginning balance $ (158,904) $ 32,933 $ (46) $ (126,017) Other comprehensive (loss) income before reclassifications (4,130) 8,115 125 4,110 Amounts reclassified from accumulated other comprehensive income (loss) — 945 — 945 Net current-period other comprehensive (loss) income (4,130) 9,060 125 5,055 Ending balance $ (163,034) $ 41,993 $ 79 $ (120,962) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: 2019 2018 Amount reclassified Amount reclassified Details about accumulated other from accumulated from accumulated comprehensive income (loss) other comprehensive other comprehensive Affected line item where components: income (loss) income (loss) net income is presented Accumulated derivative losses, net $ (1,088) $ (2,153) Interest expense 143 282 Net income attributable to noncontrolling interests $ (945) $ (1,871) The Operating Partnership The changes in accumulated other comprehensive income (loss) by component consisted of the following as of March 31, 2019: Net unrealized Currency Accumulated (losses) gains translation derivative on marketable adjustments gains, net securities Total Beginning balance $ (182,978) $ 37,916 $ (52) $ (145,114) Other comprehensive (loss) income before reclassifications (4,744) 9,342 144 4,742 Amounts reclassified from accumulated other comprehensive income (loss) — 1,088 — 1,088 Net current-period other comprehensive (loss) income (4,744) 10,430 144 5,830 Ending balance $ (187,722) $ 48,346 $ 92 $ (139,284) The reclassifications out of accumulated other comprehensive income (loss) consisted of the following during the three months ended March 31: 2019 2018 Amount reclassified Amount reclassified Details about accumulated other from accumulated from accumulated comprehensive income (loss) other comprehensive other comprehensive Affected line item where components: income (loss) income (loss) net income is presented Accumulated derivative losses, net $ (1,088) $ (2,153) Interest expense Derivative Financial Instruments We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. As of March 31, 2019 and December 31, 2018, we had no outstanding interest rate derivatives. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of March 31, 2019 and December 31, 2018, respectively. We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro‑denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2019 and December 31, 2018 (in millions): Asset (Liability) Value as of March 31, December 31, Notional Value Maturity Date 2019 2018 € 50.0 May 15, 2019 — (0.8) € 50.0 May 15, 2020 0.2 (1.5) € 50.0 May 14, 2021 (0.3) (2.0) Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities. We use a Euro-denominated cross-currency swap agreement to manage our exposure to changes in foreign exchange rates by swapping $150.0 million of 4.38% fixed rate U.S. dollar-denominated debt to 1.37% fixed rate Euro-denominated debt of €121.6 million. The cross-currency swap matures on December 1, 2020. The fair value of our cross‑currency swap agreement at March 31, 2019 was $14.2 million and is included in deferred costs and other assets. We use a Yen-denominated cross-currency swap agreement designated as a net investment hedge to manage our exposure to changes in foreign exchange rates by swapping $200.1 million of 4.38% fixed rate U.S. dollar-denominated debt to ¥22.3 billion of 1.19% fixed rate Yen-denominated debt. The cross-currency swap matures on December 1, 2020. The fair value of our cross-currency swap agreement at March 31, 2019 was $0.9 million and is included in deferred costs and other assets. We have designated the currency forward contracts and cross-currency swaps as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro or Yen-denominated joint venture investment. The total gross accumulated other comprehensive income related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income from unconsolidated entities, approximated $48.4 million and $37.9 million as of March 31, 2019 and December 31, 2018, respectively. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases," codified as Accounting Standards Codification (ASC) 842, which will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet. Lessor accounting will remain substantially similar to the current accounting; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, “Revenue From Contracts With Customers”, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. ASC 842 also limits the capitalization of leasing costs to initial direct costs, which, if applied in 2018, would have reduced our capitalized leasing costs and correspondingly increased expenses by approximately $45 million, of which $11.3 million related to the quarter ended March 31, 2018. Substantially all of our revenues and the revenues of our equity method investments are earned from arrangements that are within the scope of ASC 842. On July 30, 2018, the FASB issued ASU 2018-11, also codified as ASC 842, which created a practical expedient that provides lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single lease component. We determined that our lease arrangements will meet the criteria under the practical expedient to account for lease and non-lease components as a single lease component, which alleviates the requirement upon adoption of ASC 842 that we reallocate or separately present consideration from lease and non-lease components. Beginning on January 1, 2019, we will recognize consideration received from fixed common area maintenance arrangements on a straight-line basis as this consideration is attributed to the lease component. We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and continue to account for our leases as operating leases. We accrue fixed lease income on a straight‑line basis over the terms of the leases. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of revenue utilizing the straight‑line method over the term of the related lease or occupancy term of the tenant, if shorter. We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or otherwise. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. For substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as revenue on a straight-line basis over the term of the lease. When not reimbursed by the fixed‑CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred. Provisions for credit losses are recognized as a reduction of lease income. Refer to note 9 for further disclosure of lease income. Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, for the years ending December 31, as of March 31, 2019, is as follows: 2019 $ 3,612,041 2020 3,329,392 2021 2,971,303 2022 2,586,127 2023 2,116,053 Thereafter 5,623,425 $ 20,238,341 Further, ASC 842 requires recognition on our consolidated balance sheets of leases of land and other arrangements where we are the lessee. Upon adoption on January 1, 2019, we recognized a right of use asset and corresponding lease liability of $524.0 million representing the present value of future lease payments required under our lessee arrangements. We utilized lease terms ranging from 2019 to 2090 including periods for which exercising an extension option is reasonably assured, and discount rates from 3.97% to 5.52% when determining the present value of future lease payments. All of our existing lessee arrangements upon adoption will continue to be classified as operating leases and the pattern of lease expense recognition will be unchanged. Refer to note 10 for further disclosure regarding ground leases recognized as a result of the adoption of ASC 842. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. This standard will be effective for us in fiscal years beginning after December 15, 2019. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements. |