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J

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SIMON PROPERTY GROUP, INC.

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(Simon Property Group, Inc.)
Delaware
(Simon Property Group, L.P.)
(State or other jurisdiction of

incorporation or organization)

001-14469
(Simon Property Group, Inc.)
001-36110
(Simon Property Group, L.P.)
(Commission File No.)

04-6268599
(Simon Property Group, Inc.)
34-1755769
(Simon Property Group, L.P.)
(I.R.S. Employer
Identification No.)

225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices)

(317636-1600
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

   

Title of each class

    

Trading Symbols

    

Name of each exchange on which registered

Simon Property Group, Inc.

Common stock, $0.0001 par value

SPG

New York Stock Exchange

Simon Property Group, Inc.

83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value

SPGJ

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Simon Property Group, Inc. Yes No

Simon Property Group, L.P. Yes No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Simon Property Group, Inc.:

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company

Simon Property Group, L.P.:

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Simon Property Group, Inc.

Simon Property Group, L.P.

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). 

Simon Property Group, Inc. Yes  No

Simon Property Group, L.P. Yes  No

As of June 30, 2024, Simon Property Group, Inc. had 326,035,383 shares of common stock, par value $0.0001 per share, and 8,000 shares of Class B common stock, par value $0.0001 per share, outstanding. Simon Property Group, L.P. has no common stock outstanding.

Table of Contents

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, 2024 of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Simon” mean Simon Property Group, Inc. and references to the “Operating Partnership” mean Simon Property Group, L.P. References to “we,” “us” and “our” mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.

Simon is a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through the Operating Partnership, Simon’s majority-owned partnership subsidiary, for which Simon is the general partner. As of June 30, 2024, Simon owned an approximate 87.0% ownership interest in the Operating Partnership, with the remaining 13.0% ownership interest owned by limited partners. As the sole general partner of the Operating Partnership, Simon has exclusive control of the Operating Partnership’s day-to-day management.

We operate Simon and the Operating Partnership as one business. The management of Simon consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, Simon consolidates the Operating Partnership for financial reporting purposes, and Simon has no material assets or liabilities other than its investment in the Operating Partnership. Therefore, the assets and liabilities of Simon and the Operating Partnership are the same on their respective financial statements.

We believe that combining the quarterly reports on Form 10-Q of Simon and the Operating Partnership into this single report provides the following benefits:

enhances investors’ understanding of Simon and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined presentation since substantially all of the disclosure in this report applies to both Simon and the Operating Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important for investors to understand the few differences between Simon and the Operating Partnership in the context of how we operate as a consolidated company. The primary difference is that Simon itself does not conduct business, other than acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. In addition, Simon itself does not incur any indebtedness, as all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership.

The Operating Partnership holds, directly or indirectly, substantially all of our assets, including our ownership interests in our joint ventures. The Operating Partnership conducts substantially all of our business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by Simon, which are contributed to the capital of the Operating Partnership in exchange for, in the case of common stock issuances by Simon, common units of partnership interest in the Operating Partnership, or units, or, in the case of preferred stock issuances by Simon, preferred units of partnership interest in the Operating Partnership, or preferred units, the Operating Partnership, directly or indirectly, generates the capital required by our business through its operations, the incurrence of indebtedness, proceeds received from the disposition of certain properties and joint ventures and the issuance of units or preferred units to third parties.

The presentation of stockholders’ equity, partners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Simon and those of the Operating Partnership. The differences between stockholders’ equity and partners’ equity result from differences in the equity issued at the Simon and Operating Partnership levels. The units held by limited partners in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements and as noncontrolling interests in Simon’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in Simon’s financial statements include the same noncontrolling interests at the Operating Partnership level and, as previously stated, the units held by limited partners of the Operating Partnership. Although classified differently, total equity of Simon and the Operating Partnership is the same.

To help investors understand the differences between Simon and the Operating Partnership, this report provides:

separate consolidated financial statements for Simon and the Operating Partnership;
a single set of condensed notes to such consolidated financial statements that includes separate discussions of noncontrolling interests and stockholders’ equity or partners’ equity, accumulated other comprehensive income (loss) and per share and per unit data, as applicable;

2

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a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity; and
separate Part II, Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities sections related to each entity.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Simon and the Operating Partnership in order to establish that the requisite certifications have been made and that Simon and the Operating Partnership are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of Simon and the Operating Partnership in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

In order to highlight the differences between Simon and the Operating Partnership, the separate sections in this report for Simon and the Operating Partnership specifically refer to Simon and the Operating Partnership. In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to actions or holdings of Simon and the Operating Partnership as being “our” actions or holdings. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through the Operating Partnership.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Form 10-Q

INDEX

    

Page

Part I — Financial Information

Item 1.

Consolidated Financial Statements of Simon Property Group, Inc. (Unaudited)

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

5

Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2024 and 2023

6

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

7

Consolidated Statements of Equity at June 30, 2024 and 2023

8

Consolidated Financial Statements of Simon Property Group, L.P. (Unaudited)

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

10

Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2024 and 2023

11

Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023

12

Consolidated Statements of Equity at June 30, 2024 and 2023

13

Condensed Notes to Consolidated Financial Statements

15

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

Item 3.

Qualitative and Quantitative Disclosures About Market Risk

51

Item 4.

Controls and Procedures

51

Part II — Other Information

Item 1.

Legal Proceedings

52

Item 1A.

Risk Factors

52

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

52

Item 3.

Defaults Upon Senior Securities

52

Item 4.

Mine Safety Disclosures

52

Item 5.

Other Information

52

Item 6.

Exhibits

53

Signatures

54

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Simon Property Group, Inc.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

    

June 30, 

    

December 31, 

   

2024

   

2023

ASSETS:

Investment properties, at cost

$

39,664,271

$

39,285,138

Less - accumulated depreciation

 

18,298,345

 

17,716,788

 

21,365,926

 

21,568,350

Cash and cash equivalents

 

1,234,433

 

1,168,991

Short-term investments

1,300,000

1,000,000

Tenant receivables and accrued revenue, net

 

793,107

 

826,126

Investment in TRG, at equity

 

2,930,647

 

3,049,719

Investment in Klépierre, at equity

 

1,450,789

 

1,527,872

Investment in other unconsolidated entities, at equity

2,649,551

3,540,648

Right-of-use assets, net

523,232

484,073

Deferred costs and other assets

 

1,129,286

 

1,117,716

Total assets

$

33,376,971

$

34,283,495

LIABILITIES:

Mortgages and unsecured indebtedness

$

25,287,745

$

26,033,423

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

1,627,309

 

1,693,248

Cash distributions and losses in unconsolidated entities, at equity

 

1,729,001

 

1,760,922

Dividend payable

1,737

1,842

Lease liabilities

523,966

484,861

Other liabilities

 

620,500

 

621,601

Total liabilities

 

29,790,258

 

30,595,897

Commitments and contingencies

Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests

 

188,699

 

195,949

EQUITY:

Stockholders’ Equity

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 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847

 

40,942

 

41,106

Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,890,839 and 342,895,886 issued and outstanding, respectively

 

33

 

33

Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding

 

 

Capital in excess of par value

 

11,362,588

 

11,406,236

Accumulated deficit

 

(6,155,936)

 

(6,095,576)

Accumulated other comprehensive loss

 

(166,904)

 

(172,787)

Common stock held in treasury, at cost, 16,855,456 and 16,983,364 shares, respectively

 

(2,136,137)

 

(2,156,178)

Total stockholders’ equity

 

2,944,586

 

3,022,834

Noncontrolling interests

 

453,428

 

468,815

Total equity

 

3,398,014

 

3,491,649

Total liabilities and equity

$

33,376,971

$

34,283,495

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

REVENUE:

Lease income

$

1,315,740

$

1,254,958

$

2,618,412

$

2,503,143

Management fees and other revenues

 

33,186

 

33,507

 

62,642

 

62,457

Other income

 

109,340

 

81,136

 

219,802

 

154,850

Total revenue

 

1,458,266

 

1,369,601

 

2,900,856

 

2,720,450

EXPENSES:

Property operating

 

131,292

 

118,263

 

257,406

 

230,012

Depreciation and amortization

 

310,016

 

319,534

 

617,384

 

626,592

Real estate taxes

 

96,640

 

111,837

 

205,849

 

222,996

Repairs and maintenance

 

24,524

 

23,002

 

50,253

 

45,176

Advertising and promotion

 

38,828

 

33,745

 

66,909

 

57,904

Home and regional office costs

 

50,481

 

50,006

 

111,204

 

106,826

General and administrative

 

10,839

 

10,058

 

19,970

 

19,164

Other

 

41,545

 

45,231

 

82,600

 

91,132

Total operating expenses

 

704,165

 

711,676

 

1,411,575

 

1,399,802

OPERATING INCOME BEFORE OTHER ITEMS

 

754,101

 

657,925

 

1,489,281

 

1,320,648

Interest expense

 

(221,338)

 

(218,086)

 

(451,960)

 

(417,515)

Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)

36,437

414,769

36,437

Income and other tax (expense) benefit

 

(4,961)

 

(10,487)

 

(52,564)

 

2,966

Income from unconsolidated entities

 

42,214

 

90,455

 

7,872

 

112,355

Unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net

2,405

5,617

(4,787)

26,225

(Loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(2,986)

 

(4,356)

 

7,980

 

(4,356)

CONSOLIDATED NET INCOME

569,435

557,505

1,410,591

1,076,760

Net income attributable to noncontrolling interests

 

75,136

 

70,328

 

183,755

 

136,921

Preferred dividends

 

834

 

834

 

1,669

 

1,669

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

493,465

$

486,343

$

1,225,167

$

938,170

BASIC AND DILUTED EARNINGS PER COMMON SHARE:

Net income attributable to common stockholders

$

1.51

$

1.49

$

3.76

$

2.87

Consolidated Net Income

$

569,435

$

557,505

$

1,410,591

$

1,076,760

Unrealized gain on derivative hedge agreements

 

16,272

 

15,320

 

44,016

 

20,992

Net gain reclassified from accumulated other comprehensive loss into earnings

 

(1,268)

 

(697)

 

(2,879)

 

(1,198)

Currency translation adjustments

 

(16,185)

 

(32,936)

 

(33,614)

 

(33,687)

Changes in available-for-sale securities and other

 

(86)

 

1,070

 

(712)

 

1,264

Comprehensive income

 

568,168

 

540,262

 

1,417,402

 

1,064,131

Comprehensive income attributable to noncontrolling interests

 

74,978

 

68,197

 

184,683

 

135,386

Comprehensive income attributable to common stockholders

$

493,190

$

472,065

$

1,232,719

$

928,745

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

For the Six Months Ended

June 30, 

    

2024

    

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

Consolidated Net Income

$

1,410,591

$

1,076,760

Adjustments to reconcile consolidated net income to net cash provided by operating activities

Depreciation and amortization

 

657,357

 

661,448

(Gain) loss upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(7,980)

 

4,356

Gain on disposal, exchange, or revaluation of equity interests, net

(414,769)

(36,437)

Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net

4,787

(26,225)

Straight-line lease loss

 

7,730

 

9,893

Equity in income of unconsolidated entities

 

(7,872)

 

(112,355)

Distributions of income from unconsolidated entities

 

181,776

 

251,731

Changes in assets and liabilities

Tenant receivables and accrued revenue, net

 

26,623

 

62,403

Deferred costs and other assets

 

(7,819)

 

(3,593)

Accounts payable, accrued expenses, intangibles, deferred revenues and other

 

(14,170)

 

70,191

Net cash provided by operating activities

 

1,836,254

 

1,958,172

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

 

 

(27,712)

Funding of loans to related parties

 

(108,000)

 

(6,500)

Repayments of loans to related parties

 

57,173

 

4,356

Capital expenditures, net

 

(351,342)

 

(387,298)

Cash impact from the consolidation of properties

 

10,454

 

Investments in unconsolidated entities

 

(34,861)

 

(15,593)

Purchase of short-term investments

(600,000)

Proceeds from redemption of short-term investments

300,000

Purchase of equity instruments

 

(2,711)

 

(1,321)

Proceeds from sale of equity instruments

 

1,155,266

 

2,566

Insurance proceeds for property restoration

4,967

Distributions of capital from unconsolidated entities and other

 

162,187

 

113,574

Net cash provided by (used in) investing activities

 

588,166

 

(312,961)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sales of common stock and other, net of transaction costs

 

(164)

 

(165)

Purchase of shares related to stock grant recipients' tax withholdings

(10,558)

(5,795)

Redemption of limited partner units

 

(40,864)

 

(10,722)

Distributions to noncontrolling interest holders in properties

 

(8,017)

 

(7,834)

Contributions from noncontrolling interest holders in properties

 

2,741

 

8,064

Preferred distributions of the Operating Partnership

 

(864)

 

(957)

Preferred dividends and distributions to stockholders

 

(1,289,419)

 

(1,196,615)

Distributions to limited partners

 

(193,159)

 

(172,562)

Proceeds from issuance of debt, net of transaction costs

 

70,138

 

1,609,589

Repayments of debt

 

(888,812)

 

(1,652,377)

Net cash used in financing activities

 

(2,358,978)

 

(1,429,374)

INCREASE IN CASH AND CASH EQUIVALENTS

 

65,442

 

215,837

CASH AND CASH EQUIVALENTS, beginning of period

 

1,168,991

 

621,628

CASH AND CASH EQUIVALENTS, end of period

$

1,234,433

$

837,465

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

   

   

   

Accumulated

   

   

   

Common

   

   

 

Other

Capital in

Stock

 

Preferred

Common

Comprehensive

Excess of

Accumulated

Held in

Noncontrolling

Total

 

    

Stock

    

Stock

    

Income (Loss)

    

Par Value

    

Deficit

    

Treasury

    

interests

    

Equity

 

December 31, 2023

$

41,106

$

33

$

(172,787)

$

11,406,236

$

(6,095,576)

$

(2,156,178)

$

468,815

$

3,491,649

Series J preferred stock premium amortization

(82)

(82)

Stock incentive program (54,075 common shares)

(8,234)

8,234

Redemption of limited partner units (279,350 units)

(38,160)

(2,556)

(40,716)

Amortization of stock incentive

5,118

5,118

Long-term incentive performance units

4,765

4,765

Issuance of unit equivalents and other (30,771 common shares repurchased)

(1)

11,979

(4,438)

 

(252)

 

7,288

Unrealized gain on hedging activities

24,138

3,606

27,744

Currency translation adjustments

(15,201)

(2,228)

(17,429)

Changes in available-for-sale securities and other

(545)

(81)

(626)

Net gain reclassified from accumulated other comprehensive loss into earnings

(1,401)

(210)

(1,611)

Other comprehensive income (loss)

6,991

1,087

8,078

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

5,781

 

(5,781)

 

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

 

(636,453)

 

(95,349)

 

(731,802)

Distributions to other noncontrolling interest partners

 

(2,040)

(2,040)

Net income, excluding $432 attributable to preferred interests in the Operating Partnership and a $1,615 loss attributable to noncontrolling redeemable interests in properties

 

 

732,536

 

109,802

 

842,338

March 31, 2024

$

41,024

$

33

$

(165,796)

$

11,370,740

$

(5,987,514)

$

(2,152,382)

$

478,491

$

3,584,596

Series J preferred stock premium amortization

(82)

(82)

Stock incentive program (138,665 common shares, net)

(22,365)

22,365

Redemption of limited partner units (1,000 units)

(139)

(9)

(148)

Amortization of stock incentive

9,750

9,750

Long-term incentive performance units

4,326

4,326

Issuance of unit equivalents and other (39,108 common shares repurchased)

(9,756)

(6,120)

 

(84)

 

(15,960)

Unrealized gain on hedging activities

14,155

2,117

16,272

Currency translation adjustments

(14,086)

(2,099)

(16,185)

Changes in available-for-sale securities and other

(74)

(12)

(86)

Net gain reclassified from accumulated other comprehensive loss into earnings

(1,103)

(165)

(1,268)

Other comprehensive income (loss)

(1,108)

(159)

(1,267)

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

4,602

 

(4,602)

 

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

 

(652,966)

 

(97,810)

 

(750,776)

Distributions to other noncontrolling interest partners

 

(1,066)

(1,066)

Net income, excluding $431 attributable to preferred interests in the Operating Partnership and $364 attributable to noncontrolling redeemable interests in properties

 

 

494,300

 

74,341

 

568,641

June 30, 2024

$

40,942

$

33

$

(166,904)

$

11,362,588

$

(6,155,936)

$

(2,136,137)

$

453,428

$

3,398,014

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

   

   

   

Accumulated

   

   

   

Common

   

   

Other

Capital in

Stock

Preferred

Common

Comprehensive

Excess of

Accumulated

Held in

Noncontrolling

Total

    

Stock

    

Stock

    

Income (Loss)

    

Par Value

    

Deficit

    

Treasury

    

interests

    

Equity

December 31, 2022

$

41,435

$

34

$

(164,873)

$

11,232,881

$

(5,926,974)

$

(2,043,979)

$

473,128

$

3,611,652

Series J preferred stock premium amortization

(83)

(83)

Stock incentive program (65,017 common shares)

(7,880)

7,880

Redemption of limited partner units (22,442 units)

(2,645)

(213)

(2,858)

Amortization of stock incentive

5,379

5,379

Long-term incentive performance units

3,382

3,382

Issuance of unit equivalents and other (22,338 common shares repurchased)

(5,020)

(2,624)

 

189

 

(7,455)

Unrealized gain on hedging activities

4,959

713

5,672

Currency translation adjustments

(671)

(80)

(751)

Changes in available-for-sale securities and other

169

25

194

Net gain reclassified from accumulated other comprehensive loss into earnings

(438)

(63)

(501)

Other comprehensive income (loss)

4,019

595

4,614

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

3,736

 

(3,736)

 

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

 

(590,434)

 

(85,163)

 

(675,597)

Distributions to other noncontrolling interest partners

 

(4,366)

(4,366)

Net income, excluding $479 attributable to preferred interests in the Operating Partnership and $572 attributable to noncontrolling redeemable interests in properties

 

 

452,661

 

65,543

 

518,204

March 31, 2023

$

41,352

$

34

$

(160,854)

$

11,231,471

$

(6,069,767)

$

(2,038,723)

$

449,359

$

3,452,872

Series J preferred stock premium amortization

(82)

(82)

Stock incentive program (230,890 common shares, net)

(26,309)

26,309

Redemption of limited partner units (71,630 units)

(7,215)

(649)

(7,864)

Amortization of stock incentive

10,895

10,895

Long-term incentive performance units

2,617

2,617

Issuance of unit equivalents and other (28,320 common shares repurchased)

2

(770)

(3,171)

 

18

 

(3,921)

Unrealized gain on hedging activities

13,398

1,922

15,320

Currency translation adjustments

(28,837)

(4,099)

(32,936)

Changes in available-for-sale securities and other

935

135

1,070

Net gain reclassified from accumulated other comprehensive loss into earnings

(609)

(88)

(697)

Other comprehensive income (loss)

(15,113)

(2,130)

(17,243)

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

2,581

 

(2,581)

 

Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests

 

(606,181)

 

(87,399)

 

(693,580)

Distributions to other noncontrolling interest partners

 

(772)

(772)

Net income, excluding $478 attributable to preferred interests in the Operating Partnership and a $622 loss attributable to noncontrolling redeemable interests in properties

 

 

487,178

 

70,471

 

557,649

June 30, 2023

$

41,270

$

34

$

(175,967)

$

11,211,425

$

(6,189,540)

$

(2,015,585)

$

428,934

$

3,300,571

The accompanying notes are an integral part of these statements.

9

Table of Contents

Simon Property Group, L.P.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)

    

June 30, 

    

December 31, 

  

2024

  

2023

ASSETS:

Investment properties, at cost

$

39,664,271

$

39,285,138

Less — accumulated depreciation

 

18,298,345

 

17,716,788

 

21,365,926

 

21,568,350

Cash and cash equivalents

 

1,234,433

 

1,168,991

Short-term investments

1,300,000

1,000,000

Tenant receivables and accrued revenue, net

 

793,107

 

826,126

Investment in TRG, at equity

 

2,930,647

 

3,049,719

Investment in Klépierre, at equity

 

1,450,789

 

1,527,872

Investment in other unconsolidated entities, at equity

2,649,551

3,540,648

Right-of-use assets, net

523,232

484,073

Deferred costs and other assets

 

1,129,286

 

1,117,716

Total assets

$

33,376,971

$

34,283,495

LIABILITIES:

Mortgages and unsecured indebtedness

$

25,287,745

$

26,033,423

Accounts payable, accrued expenses, intangibles, and deferred revenues

 

1,627,309

 

1,693,248

Cash distributions and losses in unconsolidated entities, at equity

 

1,729,001

 

1,760,922

Distribution payable

1,737

1,842

Lease liabilities

523,966

484,861

Other liabilities

 

620,500

 

621,601

Total liabilities

 

29,790,258

 

30,595,897

Commitments and contingencies

Preferred units, various series, at liquidation value, and noncontrolling redeemable interests

 

188,699

 

195,949

EQUITY:

Partners’ Equity

Preferred units, 796,948 units outstanding. Liquidation value of $39,847

 

40,942

 

41,106

General Partner, 326,043,383 and 325,920,522 units outstanding, respectively

 

2,903,644

 

2,981,728

Limited Partners, 48,843,151 and 48,913,717 units outstanding, respectively

 

434,982

 

447,494

Total partners’ equity

 

3,379,568

 

3,470,328

Nonredeemable noncontrolling interests in properties, net

 

18,446

 

21,321

Total equity

 

3,398,014

 

3,491,649

Total liabilities and equity

$

33,376,971

$

34,283,495

The accompanying notes are an integral part of these statements.

10

Table of Contents

Simon Property Group, L.P.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

2024

2023

2024

2023

REVENUE:

    

    

    

    

Lease income

$

1,315,740

$

1,254,958

$

2,618,412

$

2,503,143

Management fees and other revenues

 

33,186

 

33,507

 

62,642

 

62,457

Other income

 

109,340

 

81,136

 

219,802

 

154,850

Total revenue

 

1,458,266

 

1,369,601

 

2,900,856

 

2,720,450

EXPENSES:

Property operating

 

131,292

 

118,263

 

257,406

 

230,012

Depreciation and amortization

 

310,016

 

319,534

 

617,384

 

626,592

Real estate taxes

 

96,640

 

111,837

 

205,849

 

222,996

Repairs and maintenance

 

24,524

 

23,002

 

50,253

 

45,176

Advertising and promotion

 

38,828

 

33,745

 

66,909

 

57,904

Home and regional office costs

 

50,481

 

50,006

 

111,204

 

106,826

General and administrative

 

10,839

 

10,058

 

19,970

 

19,164

Other

 

41,545

 

45,231

 

82,600

 

91,132

Total operating expenses

 

704,165

 

711,676

 

1,411,575

 

1,399,802

OPERATING INCOME BEFORE OTHER ITEMS

 

754,101

 

657,925

 

1,489,281

 

1,320,648

Interest expense

 

(221,338)

 

(218,086)

 

(451,960)

 

(417,515)

Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)

36,437

414,769

36,437

Income and other tax (expense) benefit

 

(4,961)

 

(10,487)

 

(52,564)

 

2,966

Income from unconsolidated entities

 

42,214

 

90,455

 

7,872

 

112,355

Unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net

2,405

5,617

(4,787)

26,225

(Loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(2,986)

 

(4,356)

 

7,980

 

(4,356)

CONSOLIDATED NET INCOME

 

569,435

 

557,505

 

1,410,591

 

1,076,760

Net income (loss) attributable to noncontrolling interests

 

785

 

(364)

 

(685)

 

398

Preferred unit requirements

 

1,266

 

1,313

 

2,532

 

2,626

NET INCOME ATTRIBUTABLE TO UNITHOLDERS

$

567,384

$

556,556

$

1,408,744

$

1,073,736

NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:

General Partner

$

493,465

$

486,343

$

1,225,167

$

938,170

Limited Partners

 

73,919

 

70,213

 

183,577

 

135,566

Net income attributable to unitholders

$

567,384

$

556,556

$

1,408,744

$

1,073,736

BASIC AND DILUTED EARNINGS PER UNIT:

Net income attributable to unitholders

$

1.51

$

1.49

$

3.76

$

2.87

Consolidated Net Income

$

569,435

$

557,505

$

1,410,591

$

1,076,760

Unrealized gain on derivative hedge agreements

 

16,272

 

15,320

 

44,016

 

20,992

Net gain reclassified from accumulated other comprehensive loss into earnings

 

(1,268)

 

(697)

 

(2,879)

 

(1,198)

Currency translation adjustments

 

(16,185)

 

(32,936)

 

(33,614)

 

(33,687)

Changes in available-for-sale securities and other

 

(86)

 

1,070

 

(712)

 

1,264

Comprehensive income

 

568,168

 

540,262

 

1,417,402

 

1,064,131

Comprehensive income attributable to noncontrolling interests

 

421

 

258

 

566

 

448

Comprehensive income attributable to unitholders

$

567,747

$

540,004

$

1,416,836

$

1,063,683

The accompanying notes are an integral part of these statements.

11

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Simon Property Group, L.P.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

For the Six Months Ended

June 30, 

    

2024

    

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

    

    

Consolidated Net Income

$

1,410,591

$

1,076,760

Adjustments to reconcile consolidated net income to net cash provided by operating activities

Depreciation and amortization

 

657,357

 

661,448

(Gain) loss upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

(7,980)

 

4,356

Gain on disposal, exchange, or revaluation of equity interests, net

(414,769)

(36,437)

Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net

4,787

(26,225)

Straight-line lease loss

 

7,730

 

9,893

Equity in income of unconsolidated entities

 

(7,872)

 

(112,355)

Distributions of income from unconsolidated entities

 

181,776

 

251,731

Changes in assets and liabilities

Tenant receivables and accrued revenue, net

 

26,623

 

62,403

Deferred costs and other assets

 

(7,819)

 

(3,593)

Accounts payable, accrued expenses, intangibles, deferred revenues and other

 

(14,170)

 

70,191

Net cash provided by operating activities

 

1,836,254

 

1,958,172

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

 

 

(27,712)

Funding of loans to related parties

(108,000)

(6,500)

Repayments of loans to related parties

 

57,173

 

4,356

Capital expenditures, net

 

(351,342)

 

(387,298)

Cash impact from the consolidation of properties

 

10,454

 

Investments in unconsolidated entities

 

(34,861)

 

(15,593)

Purchase of short-term investments

(600,000)

Proceeds from redemption of short-term investments

300,000

Purchase of equity instruments

 

(2,711)

 

(1,321)

Proceeds from sale of equity instruments

 

1,155,266

 

2,566

Insurance proceeds for property restoration

4,967

Distributions of capital from unconsolidated entities and other

 

162,187

 

113,574

Net cash provided by (used in) investing activities

 

588,166

 

(312,961)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of units and other

 

(164)

 

(165)

Purchase of units related to stock grant recipients' tax withholdings

 

(10,558)

 

(5,795)

Redemption of limited partner units

(40,864)

(10,722)

Distributions to noncontrolling interest holders in properties

 

(8,017)

 

(7,834)

Contributions from noncontrolling interest holders in properties

 

2,741

 

8,064

Partnership distributions

 

(1,483,442)

 

(1,370,134)

Mortgage and unsecured indebtedness proceeds, net of transaction costs

 

70,138

 

1,609,589

Mortgage and unsecured indebtedness principal payments

 

(888,812)

 

(1,652,377)

Net cash used in financing activities

 

(2,358,978)

 

(1,429,374)

INCREASE IN CASH AND CASH EQUIVALENTS

 

65,442

 

215,837

CASH AND CASH EQUIVALENTS, beginning of period

 

1,168,991

 

621,628

CASH AND CASH EQUIVALENTS, end of period

$

1,234,433

$

837,465

The accompanying notes are an integral part of these statements.

12

Table of Contents

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

    

Preferred

    

Simon (Managing

    

Limited

    

Noncontrolling

    

Total

Units

General Partner)

Partners

interests

Equity

December 31, 2023

$

41,106

$

2,981,728

$

447,494

$

21,321

$

3,491,649

Series J preferred stock premium and amortization

(82)

(82)

Stock incentive program (54,075 common units)

Amortization of stock incentive

5,118

5,118

Redemption of limited partner units (279,350 units)

(38,160)

(2,556)

(40,716)

Long-term incentive performance units

 

4,765

 

4,765

Issuance of unit equivalents and other (209,784 units and 30,771 common units)

 

 

7,540

 

(1)

 

(251)

 

7,288

Unrealized gain on hedging activities

24,138

3,606

27,744

Currency translation adjustments

(15,201)

(2,228)

(17,429)

Changes in available-for-sale securities and other

(545)

(81)

(626)

Net gain reclassified from accumulated other comprehensive loss into earnings

(1,401)

(210)

(1,611)

Other comprehensive income (loss)

6,991

1,087

8,078

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

5,781

 

(5,781)

 

Distributions, excluding distributions on preferred interests classified as temporary equity

 

(834)

 

(635,619)

 

(95,349)

 

(2,040)

 

(733,842)

Net income, excluding preferred distributions on temporary equity preferred units of $432 and a $1,615 loss attributable to noncontrolling redeemable interests in properties

 

834

 

731,702

 

109,657

 

145

 

842,338

March 31, 2024

$

41,024

$

3,065,081

$

459,316

$

19,175

$

3,584,596

Series J preferred stock premium and amortization

(82)

(82)

Stock incentive program (138,665 common units, net)

Amortization of stock incentive

9,750

9,750

Redemption of limited partner units (1,000 units)

(139)

(9)

(148)

Long-term incentive performance units

 

4,326

 

4,326

Issuance of unit equivalents and other (39,108 common units)

 

 

(15,876)

 

1

 

(85)

 

(15,960)

Unrealized gain on hedging activities

14,155

2,117

16,272

Currency translation adjustments

(14,086)

(2,099)

(16,185)

Changes in available-for-sale securities and other

(74)

(12)

(86)

Net gain reclassified from accumulated other comprehensive loss into earnings

(1,103)

(165)

(1,268)

Other comprehensive income (loss)

(1,108)

(159)

(1,267)

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

4,602

 

(4,602)

 

Distributions, excluding distributions on preferred interests classified as temporary equity

 

(835)

 

(652,131)

 

(97,810)

 

(1,066)

 

(751,842)

Net income, excluding preferred distributions on temporary equity preferred units of $431 and $364 attributable to noncontrolling redeemable interests in properties

 

835

 

493,465

 

73,919

 

422

 

568,641

June 30, 2024

$

40,942

$

2,903,644

$

434,982

$

18,446

$

3,398,014

The accompanying notes are an integral part of these statements.

13

Table of Contents

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

    

Preferred

    

Simon (Managing

    

Limited

    

Noncontrolling

    

Total

Units

General Partner)

Partners

interests

Equity

December 31, 2022

$

41,435

$

3,097,089

$

448,076

$

25,052

$

3,611,652

Series J preferred stock premium and amortization

(83)

(83)

Stock incentive program (65,017 common units)

Amortization of stock incentive

5,379

5,379

Redemption of limited partner units (22,442 units)

(2,645)

(213)

(2,858)

Long-term incentive performance units

 

3,382

 

3,382

Issuance of unit equivalents and other (22,338 common units)

 

 

(7,644)

 

1

 

188

 

(7,455)

Unrealized gain on hedging activities

4,959

713

5,672

Currency translation adjustments

(671)

(80)

(751)

Changes in available-for-sale securities and other

169

25

194

Net gain reclassified from accumulated other comprehensive loss into earnings

(438)

(63)

(501)

Other comprehensive income (loss)

4,019

595

4,614

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

3,736

 

(3,736)

 

Distributions, excluding distributions on preferred interests classified as temporary equity

 

(834)

 

(589,600)

 

(85,163)

 

(4,366)

 

(679,963)

Net income, excluding preferred distributions on temporary equity preferred units of $479 and $572 attributable to noncontrolling redeemable interests in properties

 

834

 

451,827

 

65,353

 

190

 

518,204

March 31, 2023

$

41,352

$

2,962,161

$

428,295

$

21,064

$

3,452,872

Issuance of limited partner units

 

 

 

Series J preferred stock premium and amortization

(82)

(82)

Stock incentive program (230,890 common units, net)

Amortization of stock incentive

10,895

10,895

Redemption of limited partner units (71,630 units)

(7,215)

(649)

(7,864)

Long-term incentive performance units

 

2,617

 

2,617

Issuance of unit equivalents and other (28,320 common units)

 

 

(3,938)

 

5

 

13

 

(3,920)

Unrealized gain on hedging activities

13,398

1,922

15,320

Currency translation adjustments

(28,837)

(4,099)

(32,936)

Changes in available-for-sale securities and other

935

135

1,070

Net gain reclassified from accumulated other comprehensive loss into earnings

(609)

(88)

(697)

Other comprehensive income (loss)

(15,113)

(2,130)

(17,243)

Adjustment to limited partners’ interest from change in ownership in the Operating Partnership

 

2,581

 

(2,581)

 

Distributions, excluding distributions on preferred interests classified as temporary equity

 

(834)

 

(605,347)

 

(87,399)

 

(772)

 

(694,352)

Net income, excluding preferred distributions on temporary equity preferred units of $478 and a $622 loss attributable to noncontrolling redeemable interests in properties

 

834

 

486,343

 

70,213

 

258

 

557,648

June 30, 2023

$

41,270

$

2,830,367

$

408,371

$

20,563

$

3,300,571

The accompanying notes are an integral part of these statements.

14

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

1. Organization

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income.  Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets.  According to the Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon.  In these condensed notes to the consolidated financial statements, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P.  References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.  Unless otherwise indicated, these condensed notes to consolidated financial statements apply to both Simon and the Operating Partnership.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of June 30, 2024, we owned or held an interest in 195 income-producing properties in the United States, which consisted of 93 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 84% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of June 30, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of June 30, 2024, we also owned a 22.4% 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 14 countries in Europe. We also have interests in investments in retail operations (J.C. Penney, SPARC Group, and Phoenix Retail LLC), an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

2. Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim periods ended June 30, 2024, 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 a fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the combined 2023 Annual Report on Form 10-K of Simon and the Operating Partnership. Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations.

We consolidate properties that are wholly-owned and properties where we own less than 100% but we control such property. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. Except as discussed in Note 6, there have been no changes during 2024 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide, except as discussed in Note 6.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently

15

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of June 30, 2024, we consolidated 130 wholly-owned properties and 20 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We apply the equity method of accounting to the other 80 properties (the joint venture properties) and our investments in Klépierre, TRG, and our other platform investments. We manage the day-to-day operations of 50 of the 80 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, Thailand, Canada, Spain, and the United Kingdom comprise 24 of the remaining 30 properties. These international properties and TRG are managed by joint ventures in which we share control.

Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to Simon based on the partners’ respective weighted average ownership interests in the Operating Partnership.  Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Simon’s weighted average ownership interest in the Operating Partnership was 87.0% and 87.4% for the six months ended June 30, 2024 and 2023, respectively.  As of June 30, 2024 and December 31, 2023, Simon’s ownership interest in the Operating Partnership was 87.0%. We adjust the noncontrolling limited partners’ interests at the end of each period to reflect their interest in the net assets of the Operating Partnership.

Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.

3. Significant Accounting Policies

Cash and Cash Equivalents and Short-term Investments

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.

We classify short-term investments, which consist of time-deposits with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at fair value and reviewed periodically for allowances for credit losses and impairment. When evaluating the investments, we review factors such as the extent to which the fair value of the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company’s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis.  

Equity Instruments and Debt Securities

Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At June 30, 2024 and December 31, 2023, we had equity instruments with readily determinable fair values of $102.5 million and $97.7 million, respectively. Changes in the fair value of these equity instruments are

16

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

recorded in unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net in our consolidated statements of operations and comprehensive income. At June 30, 2024 and December 31, 2023, we had equity instruments without readily determinable fair values of $244.6 million and $240.2 million, respectively, for which we have elected the measurement alternative.  We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three or six months ended June 30, 2024 and 2023.

Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

At June 30, 2024 and December 31, 2023, we held debt securities of $75.1 million and $79.7 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.

We have equity instruments with readily determinable fair values that are valued using Level 1 inputs. We have foreign currency forward contracts, interest rate cap and swap agreements, and time-deposits that mature within one-year that are valued using Level 2 inputs. The notional value of our time-deposits approximate fair value given the relatively short-term nature of the instruments.  We also have a bifurcated embedded derivative option that was a component of the €750.0 million exchangeable bonds issued in November 2023. This instrument is classified as primarily having Level 3 inputs and is further discussed in Note 3, within the Derivative Financial Instruments subsection and in Note 7.

Description

June 30, 2024

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

Short-term investments

$

1,300,000

$

-

$

1,300,000

$

-

Deferred costs and other assets

146,337

102,543

43,794

-

Total

$

1,446,337

$

102,543

$

1,343,794

$

-

Liabilities:

Other Liabilities

$

35,553

$

-

$

51

$

35,502

17

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

Description

December 31, 2023

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

Short-term investments

$

1,000,000

$

-

$

1,000,000

$

-

Deferred costs and other assets

113,779

97,696

16,083

Total

1,113,779

97,696

1,016,083

-

Liabilities:

Other Liabilities

$

38,146

$

-

$

9,774

$

28,372

Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs.  Notes 3, 4, and 6 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs.  Level 3 inputs to our purchase accounting and impairment analyses include our estimations of fair value, net operating results of the property, capitalization rates and discount rates.

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows:

    

As of

    

As of

June 30, 

December 31, 

    

2024

    

2023

Limited partners’ interests in the Operating Partnership

$

434,982

$

447,494

Nonredeemable noncontrolling interests in properties, net

 

18,446

 

21,321

Total noncontrolling interests reflected in equity

$

453,428

$

468,815

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.

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

18

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

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.  

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($250.9) million and ($221.6) million as of June 30, 2024 and December 31, 2023, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following:

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

Affected line item where

    

2024

    

2023

    

2024

    

2023

    

net income is presented

Accumulated derivative gains, net

$

1,268

 

$

697

$

2,879

 

$

1,198

 

Interest expense

 

(165)

 

 

(88)

 

(375)

 

 

(151)

 

Net income attributable to noncontrolling interests

$

1,103

$

609

$

2,504

$

1,047

The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($288.5) million and ($254.9) million as of June 30, 2024 and December 31, 2023, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following:

    

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

Affected line item where

    

2024

    

2023

    

2024

    

2023

    

net income is presented

Accumulated derivative gains, net

$

1,268

 

$

697

$

2,879

 

$

1,198

 

Interest expense

Derivative Financial Instruments

We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

19

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

As of June 30, 2024, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Number of

Notional

Interest Rate Derivative

    

Instruments

    

Amount

Interest Rate Swaps

 

5

$

805.0 million

Interest Rate Swaps

 

2

193.0 million

Interest Rate Caps

2

80.0 million

As of December 31, 2023, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

Number of

Notional

Interest Rate Derivative

    

Instruments

    

Amount

 

Interest Rate Swaps

 

5

$

805.0 million

Interest Rate Caps

1

$

38.0 million

Interest Rate Swaps

1

128.0 million

Interest Rate Caps

 

3

129.0 million

The carrying value of our interest rate swap and cap agreements, at fair value, as of June 30, 2024 and December 31, 2023 was an asset balance of $36.3 million and $11.6 million, respectively, and is included in deferred costs and other assets.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments that had been recorded as part of accumulated other comprehensive income (loss) is amortized to interest expense over the life of the debt agreement.

The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $39.0 million and $41.9 million as of June 30, 2024 and December 31, 2023, respectively. Within the next 12 months, we expect to reclassify to earnings approximately $5.3 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

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.

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

We had the following Euro:USD forward contracts designated as net investment hedges at June 30, 2024 and December 31, 2023 (in millions):

    

    

Asset (Liability) Value as of

June 30, 

    

December 31, 

Notional Value

Maturity Date

2024

2023

50.0

January 17, 2024

(0.4)

30.0

March 15, 2024

1.0

51.0

March 15, 2024

(3.6)

20.0

April 12, 2024

(0.1)

25.0

July 17, 2024

1.7

0.7

37.0

December 13, 2024

0.6

(0.9)

37.0

December 13, 2024

0.6

(0.9)

50.0

March 17, 2025

0.9

(1.1)

27.0

March 17, 2025

0.7

54.0

March 17, 2025

1.4

50.0

April 17, 2025

1.5

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 have designated certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the six months ended June 30, 2024 and 2023, we recorded gains (losses) of $60.7 million and ($36.7 million), respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro-denominated joint venture investments.

The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $84.5 million and $48.7 million as of June 30, 2024 and December 31, 2023, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $97.2 million and $56.1 million as of June 30, 2024 and December 31, 2023, respectively.

The exchange option of our exchangeable bonds is valued as a derivative liability using an option pricing model that incorporates the observed period ending price of the exchangeable bonds and secondary market prices of comparable unsecured senior notes without an exchange feature. The key assumptions utilized are the period ending share-price of Klépierre, share-price implied volatility, the EUR risk-free rate, Klépierre expected dividend yield, time to maturity, and the comparable spread to the EUR risk-free rate of unsecured senior notes without an exchange feature.

The fair value of the option is recorded in other liabilities in the consolidated balance sheets and changes to the value of the option are recognized in the consolidated statements of operations and comprehensive income in unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net. 

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

The key inputs into the option model for the exchange option within the exchangeable bonds as of June 30, 2024 and December 31, 2023 were as follows:

June 30, 2024

December 31, 2023

Klépierre stock price

24.98

24.68

Implied volatility

19.81%

17.88%

EUR risk-free rate

3.01%

2.11%

Klépierre expected dividend yield

6.77%

6.85%

Expected term

2.38 years

2.88 years

Credit Spread

0.79%

0.84%

The option is measured at fair value on a recurring basis.  As of June 30, 2024 and December 31, 2023 the values of the option were $35.5 million and $28.4 million, respectively.

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions, and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024.  We elected the expedients in conjunction with transitioning certain debt instruments, as discussed in note 7, to alternative benchmark indices. There was no impact on our consolidated financial statements at adoption.  

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting,” which provides improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes,” which provides improvements to income tax disclosures by enhancing the transparency and decision usefulness of the material provided. The standard will be effective for us for the fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.

4. Real Estate Acquisitions and Dispositions

Unless otherwise noted, gains and losses on property transactions are included in gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the six months ended June 30, 2024 and 2023.

2024 Acquisitions

On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was de minimis. Upon consolidation, we recorded $102.5 million of investment property.  The property is subject to a $158.0 million 6.92% fixed rate mortgage loan. We accounted for this transaction as an asset acquisition and these non-cash investing and financing activities are excluded from our statement of cash flows.

22

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

5. Per Share and Per Unit Data

We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit.

Simon

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Net Income attributable to Common Stockholders — Basic and Diluted

    

$

493,465

    

$

486,343

    

$

1,225,167

    

$

938,170

Weighted Average Shares Outstanding — Basic and Diluted

 

326,038,544

 

327,189,785

 

325,975,035

 

327,072,690

For the six months ended June 30, 2024, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the six months ended June 30, 2024 and 2023. We have not adjusted net income attributable to common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared.  

The Operating Partnership

For the Three Months Ended June 30, 

For the Six Months Ended June 30, 

    

2024

    

2023

    

2024

    

2023

Net Income attributable to Unitholders — Basic and Diluted

    

$

567,384

    

$

556,556

    

$

1,408,744

    

$

1,073,736

Weighted Average Units Outstanding — Basic and Diluted

 

374,882,354

 

374,423,175

 

374,818,480

 

374,334,880

For the six months ended June 30, 2024, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the six months ended June 30, 2024 and 2023. We accrue distributions when they are declared.

6. Investment in Unconsolidated Entities and International Investments

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 80 properties as of June 30, 2024.

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.

23

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

We may provide financing to joint venture properties primarily in the form of interest bearing loans. As of June 30, 2024 and December 31, 2023, we had construction loans and other advances to these related parties totaling $87.5 million and $98.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

During the third quarter of 2023, we disposed of our interest in one unconsolidated property through foreclosure in satisfaction of the $114.8 million non-recourse mortgage loan.  We recognized no gain or loss in connection with this disposal.

During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

Taubman Realty Group

On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. Substantially all our investment has been determined to relate to investment property. Our investment includes 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.

The table below represents summary financial information of TRG.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

Total revenues

$

164,104

$

163,097

$

341,529

$

332,825

Operating income before other items

60,115

61,916

134,067

136,694

Consolidated net income

 

24,892

25,722

149,818

70,675

Our share of net income

20,789

20,216

125,579

55,064

Amortization of excess investment

(57,206)

(47,390)

(162,782)

(94,780)

Other Platform Investments

As of June 30, 2024, we own a 41.67% noncontrolling interest in J.C. Penney, a department store retailer. We also own a 33.3% noncontrolling interest in SPARC Group. During the first quarter of 2024, we and a partner funded a loan to SPARC Group, our share of which was $100.0 million, which constituted a reconsideration event and the resulting determination that SPARC Group is a VIE.  As we do not have power to direct the activities that most significantly impact the economic performance of SPARC Group, we are not the primary beneficiary and continue to account for our investment under the equity method.  In the second quarter of 2024, we were reimbursed $50.0 million by a venture partner, reducing our loan receivable to $50.0 million as of June 30, 2024 and equalizing all partners’ loans to the venture. The carrying amount of our investment in this joint venture was $65.4 million and $169.2 million as of June 30, 2024 and December 31, 2023, respectively, and is included in Investment in other unconsolidated entities, at equity in the consolidated balance sheets.  Our maximum exposure to loss is the carrying value of our investment, our loan receivable which is included in Investment in other unconsolidated entities, at equity in the consolidated balance sheets, and a guarantee we have provided to SPARC Group’s lenders of $50.0 million.

During the second quarter of 2024, we participated in the formation of a joint venture, Phoenix Retail, LLC, to acquire the Express Retail Company and operate Express and Bonobos direct-to-consumer businesses in the United States, from the previous owner on June 21, 2024, in a bankruptcy proceeding.  There was no cash consideration transferred for our 39.4% noncontrolling interest and non-cash consideration was de minimis.  

During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to approximately 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. In connection with this transaction, we recorded deferred taxes of $36.9 million.

24

Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

During the first quarter of 2024, we sold all of our remaining interest in Authentic Brands Group, or ABG, for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $103.7 million, which is included in income and other tax (expense) benefit in the consolidated statement of operations and comprehensive income.

During the fourth quarter of 2023, we sold a portion of our interest in ABG, for cash proceeds of $300.2 million, resulting in a pre-tax gain of $157.1 million. In connection with this transaction, we recorded tax expense of $39.3 million. Concurrently, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 9.6% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $10.3 million. In connection with this transaction, we recorded deferred taxes of $2.6 million.

During the third quarter of 2023, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 11.7% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million. In connection with this transaction, we recorded deferred taxes of $3.1 million.

During the second quarter of 2023, ABG completed a capital transaction resulting in a dilution of our ownership and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $36.4 million. In connection with this transaction, we recorded deferred taxes of $9.1 million.  

As of June 30, 2024, we own a 45% noncontrolling interest in Rue Gilt Groupe and a 50% noncontrolling legal ownership interest in Jamestown.

The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

Total revenues

$

2,660,987

$

3,192,530

$

5,418,071

$

6,149,251

Operating (loss) income before other items

(31,530)

103,118

(277,327)

85,250

Consolidated net loss

 

(77,036)

(9,401)

(397,710)

(128,366)

Share of net income, net of tax

(10,776)

8,053

(97,821)

(29,736)

Amortization of our excess investment

(692)

(1,665)

(1,384)

(3,329)

European Investments

At June 30, 2024, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $26.77 per share. The table below represents summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

Total revenues

$

360,039

$

351,419

$

690,645

$

673,976

Operating income before other items

194,904

214,117

323,501

319,425

Consolidated net income

 

90,986

91,580

194,547

174,300

Our share of net income

23,343

9,996

42,256

27,854

Amortization of excess investment

(5,272)

(3,301)

(8,548)

(6,554)

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

During the three and six months ended June 30, 2024, Klépierre completed the disposal of its interest in certain shopping centers and our share of the loss was $3.3 million. These transactions are included in (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

During the three and six months ended June 30, 2023, Klépierre completed the disposal of its interest in certain shopping centers and our share of the loss was $9.3 million. These transactions are included in (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

We have an interest in a European investee that had interests in 12 Designer Outlet properties as of June 30, 2024 and December 31, 2023, eight of which are consolidated by us as of June 30, 2024. As of June 30, 2024, our legal percentage ownership interests in these properties ranged from 23% to 94%.  

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

Asian Joint Ventures

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $222.5 million and $231.2 million as of June 30, 2024 and December 31, 2023, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $197.4 million and $200.6 million as of June 30, 2024 and December 31, 2023, respectively, including all related components of accumulated other comprehensive income (loss).

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Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

Summary Financial Information

A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in Klépierre and TRG as well as our other platform investments, follows.

COMBINED BALANCE SHEETS

    

June 30, 

    

December 31, 

2024

2023

Assets:

Investment properties, at cost

$

19,140,474

$

19,315,578

Less - accumulated depreciation

 

8,955,109

 

8,874,745

 

10,185,365

 

10,440,833

Cash and cash equivalents

 

1,196,158

 

1,372,377

Tenant receivables and accrued revenue, net

 

450,435

 

505,933

Right-of-use assets, net

110,547

126,539

Deferred costs and other assets

 

570,976

 

537,943

Total assets

$

12,513,481

$

12,983,625

Liabilities and Partners’ Deficit:

Mortgages

$

14,006,373

$

14,282,839

Accounts payable, accrued expenses, intangibles, and deferred revenue

 

867,192

 

1,032,217

Lease liabilities

101,039

116,535

Other liabilities

 

369,833

 

368,582

Total liabilities

 

15,344,437

 

15,800,173

Preferred units

 

67,450

 

67,450

Partners’ deficit

 

(2,898,406)

 

(2,883,998)

Total liabilities and partners’ deficit

$

12,513,481

$

12,983,625

Our Share of:

Partners’ deficit

$

(1,218,503)

$

(1,258,809)

Add: Excess Investment

 

1,118,300

 

1,173,852

Our net (deficit) Investment in unconsolidated entities, at equity

$

(100,203)

$

(84,957)

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 has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

COMBINED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

REVENUE:

Lease income

$

741,887

$

733,761

$

1,493,917

$

1,468,809

Other income

 

94,773

 

138,193

 

185,764

 

228,239

Total revenue

 

836,660

 

871,954

 

1,679,681

 

1,697,048

OPERATING EXPENSES:

Property operating

 

162,138

 

155,036

 

323,183

 

309,958

Depreciation and amortization

 

158,107

 

159,329

 

317,921

 

323,802

Real estate taxes

 

61,104

 

64,939

 

124,284

 

128,943

Repairs and maintenance

 

18,142

 

17,643

 

37,634

 

36,418

Advertising and promotion

 

21,532

 

18,804

 

43,195

 

39,514

Other

 

53,630

 

63,208

 

108,510

 

116,516

Total operating expenses

 

474,653

 

478,959

 

954,727

 

955,151

Operating Income Before Other Items

 

362,007

 

392,995

 

724,954

 

741,897

Interest expense

 

(179,359)

 

(167,498)

 

(356,110)

 

(335,706)

Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net

1,134

1,134

Net Income

$

182,648

$

226,631

$

368,844

$

407,325

Third-Party Investors’ Share of Net Income

$

92,849

$

114,808

$

187,219

$

205,067

Our Share of Net Income

 

89,799

 

111,823

 

181,625

 

202,258

Amortization of Excess Investment

 

(14,463)

 

(14,928)

 

(29,160)

 

(29,848)

Our Share of Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net

 

 

(454)

 

 

(454)

Income from Unconsolidated Entities

$

75,336

$

96,441

$

152,465

$

171,956

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG as well as our other platform investments, before any applicable taxes, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income.  Unless otherwise noted, our share of the gain on acquisition of controlling interest sale or disposal of assets and interests in unconsolidated entities, net is reflected within (loss) gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

7. Debt

Unsecured Debt

At June 30, 2024, our unsecured debt consisted of $20.0 billion of senior unsecured notes of the Operating Partnership and $305.0 million outstanding under the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or Credit Facility.

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

The Credit Facility has an initial borrowing capacity of $5.0 billion which may be increased in the form of additional commitments in the aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.  Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2028, at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility.  Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

The Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities, may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Supplemental Facility bear interest, at the Company’s election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.  Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

At June 30, 2024, we had an aggregate available borrowing capacity of $8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the six months ended June 30, 2024 was $305.0 million and the weighted average outstanding balance was $305.0 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of June 30, 2024.

The Operating Partnership also has available a global unsecured commercial paper note program, or Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof.  The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On June 30, 2024, we had no

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

On February 1, 2024, the Operating Partnership completed the redemption, at par, of its $600 million 3.75% notes at maturity.

On November 14, 2023, the Operating Partnership completed the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%.  The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092.  We may elect to settle the exchange with cash instead of shares.  The proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. The exchangeable option within the bonds has been determined to meet the criteria for bifurcation as previously discussed in Note 3.

On November 9, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a fixed interest rate of 6.25% and $500 million with a fixed interest rate of 6.65%, with maturity dates of January 15, 2034 and January 15, 2054, respectively. The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024.

On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity.

On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties.

On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023.

On January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.

Mortgage Debt

Total mortgage indebtedness was $5.1 billion and $5.2 billion at June 30, 2024 and December 31, 2023, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Credit Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements.  Payment under the Credit Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of June 30, 2024, we were in compliance with all covenants of our unsecured debt.

At June 30, 2024, our consolidated subsidiaries were the borrowers under 35 non-recourse mortgage notes secured by mortgages on 38 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At June 30, 2024, the applicable borrowers under these non-recourse mortgage notes were in compliance with all

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Fair Value of Debt

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed rate mortgages and unsecured indebtedness including commercial paper was $25.0 billion and $25.6 billion as of June 30, 2024 and December 31, 2023. The fair values of these financial instruments and the related discount rate assumptions as of June 30, 2024 and December 31, 2023 are summarized as follows:

June 30, 

December 31, 

    

2024

    

2023

 

Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)

    

$

23,131

$

24,248

    

Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages

 

6.56

 

6.10

%

Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness

6.58

6.10

%

8. Equity

During the six months ended June 30, 2024, the Operating Partnership redeemed 280,350 units from six limited partners for $40.9 million. These transactions increased Simon’s ownership interest in the Operating Partnership.

On February 8, 2024, Simon's Board of Directors authorized a new common stock repurchase plan which immediately replaced the existing repurchase plan.  Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on February 8, 2024 and ending on February 8, 2026 in the open market or in privately negotiated transactions as market conditions warrant.  As of June 30, 2024, no repurchases had been made under the new repurchase plan.  As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

We paid a common stock dividend of $2.00 per share for the second quarter of 2024, and $3.95 per share for the six months ended June 30, 2024.  We paid common stock dividends of $3.65 per share for the six months ended June 30, 2023.  The Operating Partnership paid distributions per unit for the same amounts.  On August 5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the third quarter of 2024 of $2.05 per share, payable on September 30, 2024 to shareholders of record on September 9, 2024.  The distribution rate on units is equal to the dividend rate on common stock.

Temporary Equity

Simon

Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity.  Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties.  The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity.  The remaining interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date.  Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

deficit in the consolidated statements of equity in issuance of unit equivalents and other.  There were no noncontrolling interests redeemable at amounts in excess of fair value as of June 30, 2024 and December 31, 2023.  The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as follows:

    

As of

    

As of

June 30, 

December 31, 

2024

2023

7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 230,373 issued and outstanding

$

23,037

$

23,037

Other noncontrolling redeemable interests

 

165,662

 

172,912

Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties

$

188,699

$

195,949

The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility.  As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity.  The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as follows:

    

As of

    

As of

June 30, 

December 31, 

2024

2023

7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 230,373 issued and outstanding

$

23,037

$

23,037

Other noncontrolling redeemable interests

 

165,662

 

172,912

Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties

$

188,699

$

195,949

Stock-Based Compensation

Our long-term incentive compensation awards under our stock-based compensation plans primarily take the form of LTIP units, restricted stock units, and restricted stock.  The substantial majority of these awards are market condition or performance-based, and are based on various market, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income.  LTIP units are a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. Participants are entitled to receive distributions on the awarded LTIP units, as defined, 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. These are granted under The Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan.

The grant date fair values of any LTIP units that are market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the participant performs the required service period. The grant date fair values of the market-based awards are being amortized into expense over the performance period, which is the grant date through the date at which the awards, if earned, become vested.  The expense of the performance-based award is recorded over the performance period, which is the grant date through the date at which the awards, if earned, become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved

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Table of Contents

Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

during the applicable performance periods.  The grant date fair values of any restricted stock unit awards are recognized as expense over the vesting period.

2020 LTI Program.  In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share.  One-third of these awards vested on each of January 1, 2022, 2023 and 2024.  The grant date fair value of the awards of $26.3 million was recognized as expense over the three-year vesting period.

2021 LTI Program.  In 2021, the Compensation and Human Capital Committee established and granted awards under  the 2021 LTI Program.  Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units.  Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period.  Any units determined to be earned LTIP units under the 2021 LTI Program will vest on January 1, 2025.  The 2021 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and in March 2024, the Compensation and Human Capital Committee determined 209,784 performance based LTIP units under this program were earned. As part of the 2021 LTI Program, the Compensation and Human Capital Committee also established a grant of 37,976 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $112.92 per share.  These awards vested on March 1, 2024.  The $4.3 million grant date fair value of these awards was recognized as expense over the three-year vesting period.  

2022 LTI Program.  In the first quarter of 2022, the Compensation and Human Capital Committee established and granted awards under a 2022 Long-Term Incentive Program, or 2022 LTI Program.  Awards under the 2022 LTI Program, took the form of LTIP units and restricted stock units.  Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period.  Any units determined to be earned LTIP units under the 2022 LTI Program will vest on January 1, 2026.  The 2022 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $20.6 million.  As part of the 2022 LTI Program, on March 11, 2022 and March 18, 2022, the Compensation and Human Capital Committee also established grants of 52,673 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $130.05 and $130.84 per share.  These awards will vest on March 11, 2025 and March 18, 2025.  The $6.9 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

2023 LTI Program.  In the first quarter of 2023, the Compensation and Human Capital Committee established and granted awards under a 2023 Long-Term Incentive Program, or 2023 LTI Program.  Awards under the 2023 LTI Program, took the form of LTIP units and restricted stock units.  Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period.  Any units determined to be earned LTIP units under the 2023 LTI Program will vest on January 1, 2027.  The 2023 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $42.5 million.  As part of the 2023 LTI Program, on March 1, 2023, the Compensation and Human Capital Committee also established a grant of 64,852 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $121.25 per share.  These awards will vest on March 1, 2026.  The $7.9 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.  

2024 LTI Program.  In the first quarter of 2024, the Compensation and Human Capital Committee established and granted awards under a 2024 Long-Term Incentive Program, or 2024 LTI Program.  Awards under the 2024 LTI Program, took the form of LTIP units and restricted stock units.  Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with

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Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period.  Any units determined to be earned LTIP units under the 2024 LTI Program will vest on January 1, 2028.  The 2024 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $44.1 million.  As part of the 2024 LTI Program, on March 6, 2024, the Compensation and Human Capital Committee also established a grant of 53,679 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $152.32 per share.  These awards will vest on March 6, 2027.  The $8.2 million grant date fair value of these awards is being recognized as expense over the three-year vesting period. 

The Compensation and Human Capital Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were determined by the Compensation and Human Capital Committee’s to have been earned, and the aggregate grant date fair value, are as follows:

LTIP Awards

    

LTIP Units Earned

    

Grant Date Fair Value of TSR Award

    

Grant Date Target Value of Performance-Based Awards

2021 LTIP Awards

209,784

 

$5.7 million

 

$12.2 million

2022 LTIP Awards

To be determined in 2025

 

 

$13.7 million

2023 LTIP Awards

To be determined in 2026

 

 

$23.6 million

2024 LTIP Awards

To be determined in 2027

 

 

$24.5 million

We recorded compensation expense, net of capitalization, related to the aforementioned LTIP and LTI programs of approximately $11.4 million and $12.2 million for the six months ended June 30, 2024 and 2023, respectively.

Restricted Stock.  The Compensation and Human Capital Committee awarded 129,178 shares of restricted stock to employees on April 1, 2024 at a grant date fair market value of $156.49 per share related to the 2023 compensation plan.  On January 11, 2024, a non-employee Director was awarded 396 shares of restricted stock at a grant date fair market value of $144.68 per share.  On May 7, 2024, our non-employee Directors were awarded 14,534 shares of restricted stock at a grant date fair market value of $147.95 per share.  These shares represent a portion of the compensation we pay our non-employee Directors, and all of the shares have been placed in a non-employee Director deferred compensation account maintained by us.  The grant date fair value of the employee restricted stock award is being recognized over the three-year vesting period.  The grant date fair value of the non-employee Director restricted stock award is being recognized as expense over the one-year vesting service period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions as the restricted stock.  

We recorded compensation expense, net of capitalization, related to restricted stock of approximately $9.5 million and $7.9 million for the six months ended June 30, 2024 and 2023, respectively.    

9. Lease Income

Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items as discussed below.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

Fixed lease income

$

1,073,031

$

1,022,880

$

2,141,437

$

2,036,044

Variable lease income

 

242,709

232,078

476,975

467,099

Total lease income

$

1,315,740

$

1,254,958

$

2,618,412

$

2,503,143

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Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $529.9 million and $535.8 million on June 30, 2024, and December 31, 2023, respectively.

In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination.  Additionally, our assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant.

When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms.  

10. Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Lease Commitments

As of June 30, 2024, we are subject to ground leases that cover all or a portion of 22 of our consolidated properties with termination dates extending through 2090, including periods for which exercising an extension option is reasonably assured.  These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property.  In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2024 to 2034.  These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate taxes, and utility expenses.  Some of our ground and office leases include escalation clauses.  All of our lease arrangements are classified as operating leases.  We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows:

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

Operating Lease Cost

Fixed lease cost

$

8,882

$

8,145

$

17,749

$

16,268

Variable lease cost

4,730

4,195

8,742

9,181

Total operating lease cost

$

13,612

$

12,340

$

26,491

$

25,449

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Simon Property Group, Inc.
Simon Property Group, L.P.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated in millions or billions)

For the Six Months Ended

June 30, 

    

2024

    

2023

Other Information

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$

26,461

$

25,411

Weighted-average remaining lease term - operating leases

32.5 years

32.3 years

Weighted-average discount rate - operating leases

5.32%

4.88%

Minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:

2024

    

$

35,222

2025

 

36,358

2026

 

36,372

2027

 

36,401

2028

 

36,427

Thereafter

 

959,496

$

1,140,276

Impact of discounting

(616,310)

Operating lease liabilities

$

523,966

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. In addition to the guarantee disclosed in Note 6, as of June 30, 2024 and December 31, 2023, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $121.9 million and $139.2 million, respectively.  Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount.

Concentration of Credit Risk

Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors 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.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report.

Overview

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets.  According to the Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon. Unless stated otherwise or the context otherwise requires, references to “Simon” mean Simon Property Group, Inc. and references to the “Operating Partnership” mean Simon Property Group, L.P. References to “we,” “us” and “our” mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of June 30, 2024, we owned or held an interest in 195 income-producing properties in the United States, which consisted of 93 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 84% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at properties in North America, Europe and Asia. Internationally, as of June 30, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of June 30, 2024, we also owned a 22.4% 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 14 countries in Europe.  We also have interests in investments in retail operations (J.C. Penney, SPARC Group, and Phoenix Retail LLC), an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

We generate the majority of our lease income from retail tenants including consideration received from:

fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements, and
variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:

attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses,
expanding and re-tenanting existing highly productive locations at competitive rental rates,
selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets,
generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, including creating mixed-use destinations, and
selling selective non-core assets.

We also grow by generating supplemental revenues from the following activities:

establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,
offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,
selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and

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generating interest income on cash deposits and investments in loans, including those made to related entities.

We focus on high quality real estate across the retail real estate spectrum. We expand or redevelop properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in markets we believe are not adequately served by existing retail outlet properties.

We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

To support our growth, we employ a three-fold capital strategy:

provide the capital necessary to fund growth,
maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or the Supplemental Facility, and together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and
manage our overall financial structure in a fashion that preserves our investment grade credit ratings.

We consider FFO, Real Estate FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included below in this discussion.

Results Overview

Diluted earnings per share and diluted earnings per unit increased $0.89 during the first six months of 2024 to $3.76 from $2.87 for the same period last year. The increase in diluted earnings per share and diluted earnings per unit was primarily attributable to:

improved operating performance and solid core business fundamentals in 2024, as discussed below,
a pre-tax gain during the first quarter of 2024 on the sale of all our remaining interests in Authentic Brands Group, or ABG, of $414.8 million, or $1.11 per diluted share/unit, partially offset by a non-cash pre-tax gain in 2023 on disposal exchange, or revaluation of equity interests of $36.4 million, or $0.10 per diluted share/unit,
increased lease income of $115.3 million, or $0.31 per diluted share/unit,
increased other income of $65.0 million, or $0.17 per diluted share/unit, the majority of which is due to increased interest income of $55.2 million, or $0.15 per diluted share/unit, an increase in land sales of $4.9 million or $0.01 per diluted share/unit, and distributions and other activity, of $4.9 million, or $0.01 per diluted share/unit, partially offset by,
decreased income from unconsolidated entities of $104.5 million, or $0.28 per diluted share/unit, the majority of which is due to unfavorable year-over-year operations from other platform investments, partially offset by improved operations and core fundamentals in our other unconsolidated entities,
increased income and other tax expense of $55.5 million, or $0.15 per diluted share/unit, primarily due to a $103.7 million, or $0.28 per diluted share/unit, tax impact as a result of the gain on disposal, exchange, or revaluation of equity interests transaction noted above during the first quarter of 2024, partially offset by a tax benefit related to unfavorable year-over-year operations from other platform investments,
increased interest expense of $34.4 million, or $0.09 per diluted share/unit, primarily due to new USD and Euro bond issuances subsequent to the second quarter of 2023 as well as increases to rates on variable rate mortgages, and
an unrealized unfavorable change in fair value of publicly traded equity instruments and derivative instrument of $31.0 million, or $0.08 per diluted share/unit.

Portfolio NOI increased 4.4% for the six month period in 2024 over the prior year period primarily as a result of improved operations in our domestic and international portfolios compared to the prior year. Average base minimum rent for U.S. Malls and

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Premium Outlets increased 3.0% to $57.94 psf as of June 30, 2024, from $56.27 psf as of June 30, 2023.  Ending occupancy for our U.S. Malls and Premium Outlets increased 0.9% to 95.6% as of June 30, 2024, from 94.7% as of June 30, 2023.

Our effective overall borrowing rate at June 30, 2024 on our consolidated indebtedness increased 13 basis points to 3.51% as compared to 3.38% at June 30, 2023. This is primarily due to an increase in the effective overall borrowing rate on variable rate debt of 43 basis points (6.64% at June 30, 2024 compared to 6.21% at June 30, 2023) and an increase in the effective overall borrowing rate on fixed rate debt of 3 basis points, due to increasing benchmark rates, partially offset by a reduction in the amount of our variable rate debt. The weighted average years to maturity of our consolidated indebtedness was 7.8 years and 8.1 years at June 30, 2024 and December 31, 2023, respectively.

Our financing activity for the six months ended June 30, 2024 included completing, on February 1, 2024, the redemption at par of the Operating Partnership’s $600 million 3.75% notes at maturity.

United States Portfolio Data

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative purposes, we separate the information related to The Mills from our other U.S. operations. We also do not include any information for properties located outside the United States.

The following table sets forth these key operating statistics for the combined U.S. Malls and Premium Outlets:

properties that are consolidated in our consolidated financial statements,
properties we account for under the equity method of accounting as joint ventures, and
the foregoing two categories of properties on a total portfolio basis.

    

June 30, 

    

June 30, 

    

%/Basis Points

2024

2023

Change (1)

U.S. Malls and Premium Outlets:

Ending Occupancy

Consolidated

 

95.6%

94.7%

90 bps

Unconsolidated

 

95.5%

94.5%

100 bps

Total Portfolio

 

95.6%

94.7%

90 bps

Average Base Minimum Rent per Square Foot

Consolidated

$

56.45

$

55.02

2.6%

Unconsolidated

$

62.13

$

59.75

4.0%

Total Portfolio

$

57.94

$

56.27

3.0%

U.S. TRG:

Ending Occupancy

 

94.7%

 

93.7%

100 bps

Average Base Minimum Rent per Square Foot

$

66.64

$

61.58

8.2%

The Mills:

Ending Occupancy

 

98.2%

 

97.3%

90 bps

Average Base Minimum Rent per Square Foot

$

37.43

$

36.02

3.9%

(1)Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot.  Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

Current Leasing Activities

During the six months ended June 30, 2024, we signed 572 new leases and 1,251 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our

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U.S. Malls and Premium Outlets portfolio, comprising approximately 6.6 million square feet, of which 5.1 million square feet related to consolidated properties. During the comparable period in 2023, we signed 615 new leases and 1,070 renewal leases with a fixed minimum rent, comprising approximately 5.8 million square feet, of which 4.3 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $62.06 per square foot in 2024 and $65.84 per square foot in 2023 with an average tenant allowance on new leases of $59.73 per square foot and $66.80 per square foot, respectively.  

Japan Data

The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.

    

June 30, 

    

June 30, 

    

%/Basis Points

 

2024

2023

Change

Ending Occupancy

 

100.0

%  

99.9

%  

+10 bps

Average Base Minimum Rent per Square Foot

 

¥

5,486

¥

5,607

-2.16

%

Results of Operations

The following acquisitions and dispositions of consolidated properties affected our consolidated results in the comparative periods:

On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property.
On April 27, 2023, we opened Paris-Giverny Designer Outlet, a 228,000 square foot center in Vernon, France. We own a 74% interest in this center.

The following acquisitions, dispositions and openings of equity method investments and properties affected our income from unconsolidated entities in the comparative periods:

During the first quarter of 2024, we disposed all of our remaining interest in ABG.
During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of proportional interest of our investment. In addition, we sold a portion of our interest in ABG on November 29, 2023. These transactions reduced our ownership from 12.3% to 9.6% as of December 31, 2023.
During the third quarter of 2023, we disposed of our interest in one unconsolidated retail property through foreclosure in satisfaction of its $114.8 million non-recourse loan.  We recognized no gain or loss in connection with this disposal.
On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%.
During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million.

For the purposes of the following comparison between the three and six months ended June 30, 2024 and 2023, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned or held interests in and operated in both of the periods under comparison.

Three months ended June 30, 2024 vs. Three months ended June 30, 2023

Lease income increased $60.8 million, due to an increase in fixed lease income of $50.2 million primarily due to an increase in fixed minimum lease consideration and higher occupancy and an increase in variable lease income based on tenant sales of $10.6 million.  

Total other income increased $28.2 million, primarily due to a $29.5 million increase in interest income and a $3.3 million increase in other income sources, partially offset by a $3.0 million decrease in dividend and distribution income and a $1.6 million decrease in lease settlement activity.

Property operating expense increased $13.0 million as a result of inflationary cost increases.

Real estate taxes decreased $15.2 million primarily due to successful property tax appeals, the majority of which relates to prior years.

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Advertising and promotion expense increased $5.1 million primarily due to increased programming expenses.

Other expense decreased $3.7 million primarily due to decreased legal, other professional fees, and mixed use and franchise operations expenses, partially offset by increased ground rent expense.

Interest expense increased $3.2 million, primarily related to an increase of $16.1 million due to new USD unsecured bond issuances, an increase of $6.1 million due to the Euro exchangeable bond issuance in 2023, and the effect of the balance increase of the Credit Facility during 2023 of $0.9 million, partially offset by a decrease of $8.4 million due to USD unsecured bond payoffs during 2024 and 2023, a decrease of $10.5 million due to the Supplemental Facility repayment during 2023, and a decrease in interest on secured debt of $1.0 million.

Gain on disposal, exchange or revaluation of equity interests, net, decreased $36.4 million due to a non-cash pre-tax gain on the deemed disposal of a portion of our share in ABG during 2023.

Income from unconsolidated entities decreased $48.2 million primarily due to lower results of operations year-over-year from our other platform investments, partially offset by improved performance by our U.S. joint venture properties.

During the second quarter of 2024, we recorded a $3.3 million loss on the disposition of certain assets by Klépierre.  During the second quarter of 2023, we recorded a $9.3 million loss on the disposition of certain assets by Klépierre, partially offset by a $4.9 million gain on excess insurance proceeds.  

Simon’s net income attributable to noncontrolling interests increased $4.8 million due to an increase in the net income of the Operating Partnership.

Six months ended June 30, 2024 vs. Six months ended June 30, 2023

Lease income increased $115.3 million, due to an increase in fixed lease income of $105.4 million primarily due to an increase in fixed minimum lease consideration and higher occupancy and an increase in variable lease income based on tenant sales of $9.9 million.  

Total other income increased $65.0 million, primarily due to a $55.2 million increase in interest income, a $12.1 million increase in other income sources and a $5.1 million increase in land sale activity, partially offset by a $7.4 million decrease in in dividend and distribution income.

Property operating expense increased $27.4 million as a result of inflationary cost increases.

Real estate taxes decreased $17.1 million primarily due to successful property tax appeals, the majority of which relates to prior years.

Advertising and promotion expense increased $9.0 million primarily due to increased programming expenses.

Home and regional office costs increased $4.4 million due to increased personnel and compensation costs.

Other expense decreased $8.5 million primarily due to decreased legal, other professional fees, and mixed use and franchise operations expenses, partially offset by increased ground rent expense.

Interest expense increased $34.4 million primarily related to an increase of $46.2 million due to new USD unsecured bond issuances, an increase of $15.9 million due to the Euro exchangeable bond issuance in 2023, an increase of $5.0 million on secured debt, and the effect of the balance increase of the Credit Facility during 2023 of $3.3 million, partially offset by a decrease of $21.3 million due to USD unsecured bond payoffs during 2024 and 2023, and a decrease of $14.7 million due to the Supplemental Facility repayment during 2023.

Gain on disposal, exchange or revaluation of equity interests, net, increased $378.3 million primarily due to an increase of $414.8 million as a result of selling our remaining interest in ABG during 2024, offset by a non-cash pre-tax gain on the deemed disposal of a portion of our share in ABG during 2023 of $36.4 million.

Income and other tax expense increased $55.5 million primarily due to increased tax expense of $103.7 million from the gain on sale of our remaining interest in ABG during 2024, partially offset by a tax benefit related to unfavorable year-over-year operations from other platform investments.

Income from unconsolidated entities decreased $104.5 million primarily due to lower results of operations year-over-year from our other platform investments, partially offset by improved performance by our U.S. joint venture properties.

During the first six months of 2024, we recognized a gain from the disposition of a property held in our TRG portfolio, our share of which was $10.6 million, partially offset by a $3.3 million loss on the disposition of certain assets by Klépierre.  During the first six months of 2023, we recorded a $9.3 million loss on the disposition of certain assets by Klépierre, partially offset by a $4.9 million gain on excess insurance proceeds

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Simon’s net income attributable to noncontrolling interests increased $46.8 million due to an increase in the net income of the Operating Partnership.  

Liquidity and Capital Resources

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised 0.9% of our total consolidated debt at June 30, 2024. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $2.0 billion in the aggregate during the six months ended June 30, 2024. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.

Our balance of cash and cash equivalents increased $65.4 million during the first six months of 2024 to $1.2 billion as of June 30, 2024 as a result of the operating and financing activity, as further discussed in “Cash Flows” below. Additionally, our short-term investments balances increased $300.0 million to $1.3 billion during the first six months of 2024.

On June 30, 2024, we had an aggregate available borrowing capacity of approximately $8.1 billion under the Credit Facilities, net of outstanding borrowings of $305.0 million and letters of credit of $58.6 million. For the six months ended June 30, 2024, the maximum aggregate outstanding balance under the Credit Facilities was $305.0 million and the weighted average outstanding balance was $305.0 million. The weighted average interest rate was 5.30% for the six months ended June 30, 2024.

Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public long and short-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.

Our business model and Simon’s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. Simon may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2024.

Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the six months ended June 30, 2024 totaled $2.0 billion. In addition, we had net repayments of debt from our debt financing and repayment activities of $818.7 million in the first six months of 2024. These activities are further discussed below under “Financing and Debt.” During the first six months of 2024, we also:

paid stockholder dividends and unitholder distributions totaling approximately $1.5 billion and preferred unit distributions totaling $2.5 million,
funded consolidated capital expenditures of $351.3 million (including development and other costs of $44.5 million, redevelopment and expansion costs of $153.6 million, and tenant costs and other operational capital expenditures of $153.2 million),
funded the redemption of $40.9 million Operating Partnership units,
funded investments in unconsolidated entities of $34.9 million,
funded the net purchase of $300.0 million of short-term investments, and
received proceeds from the sale of equity instruments of $1.2 billion.

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to stockholders and/or distributions to partners necessary to maintain Simon’s REIT qualification on a long-term basis.  In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital:

excess cash generated from operating performance and working capital reserves,
borrowings on the Credit Facilities and Commercial Paper program,
additional secured or unsecured debt financing, or
additional equity raised in the public or private markets.

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We expect to generate positive cash flow from operations in 2024, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds from the Credit Facilities and Commercial Paper program, further curtail planned capital expenditures, or seek other additional sources of financing.

Financing and Debt

Unsecured Debt

At June 30, 2024, our unsecured debt consisted of $20.0 billion of senior unsecured notes of the Operating Partnership and $305.0 million outstanding under the Credit Facility.

The Credit Facility has an initial borrowing capacity of $5.0 billion which may be increased in the form of additional commitments in the aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.  Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2028, at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility.  Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

The Supplemental Facility may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Supplemental Facility bear interest, at the Company’s election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.  Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

At June 30, 2024, we had an aggregate available borrowing capacity of $8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the six months ended June 30, 2024 was $305.0 million and the weighted average outstanding balance was $305.0 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of June 30, 2024.

The Operating Partnership also has available a Commercial Paper program.  The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On June 30,

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2024, we had no outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

On February 1, 2024, the Operating Partnership completed the redemption, at par, of its $600 million 3.75% notes at maturity.

On November 14, 2023, the Operating Partnership completed the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%.  The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092.  We may elect to settle the exchange with cash instead of shares.  The proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. The exchangeable option within the bonds has been determined to meet the criteria for bifurcation as previously discussed in Note 3.

On November 9, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a fixed interest rate of 6.25% and $500 million with a fixed interest rate of 6.65%, with maturity dates of January 15, 2034 and January 15, 2054, respectively. The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024.

On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity.

On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties.

On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023.

On January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.

Mortgage Debt

Total mortgage indebtedness was $5.1 billion and $5.2 billion at June 30, 2024 and December 31, 2023, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Credit Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements.  Payment under the Credit Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of June 30, 2024, we were in compliance with all covenants of our unsecured debt.

At June 30, 2024, our consolidated subsidiaries were the borrowers under 35 non-recourse mortgage notes secured by mortgages on 38 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At June 30, 2024, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

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Summary of Financing

Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of June 30, 2024 and December 31, 2023, consisted of the following (dollars in thousands):

    

    

Effective

    

    

Effective

 

Adjusted Balance

Weighted

Adjusted 

Weighted

 

as of

Average

Balance as of

Average

 

Debt Subject to

June 30, 2024

 

Interest Rate(1)

December 31, 2023

 

Interest Rate(1)

Fixed Rate

$

25,031,062

 

3.48%

$

25,705,396

 

3.47%

Variable Rate

 

256,683

 

6.64%

 

328,027

 

5.91%

$

25,287,745

 

3.51%

$

26,033,423

 

3.49%

(1)Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.

Contractual Obligations

There have been no material changes to our outstanding capital expenditure and lease commitments previously disclosed in the combined 2023 Annual Report on Form 10-K of Simon and the Operating Partnership.

In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of June 30, 2024, for the remainder of 2024 and subsequent years thereafter (dollars in thousands), assuming the obligations remain outstanding through initial maturities, including applicable exercise of available extension options:

    

2024

    

2025-2026

    

2027-2028

    

After 2028

    

Total

 

Long Term Debt (1)

$

2,058,629

$

7,500,816

$

3,612,500

$

12,250,866

$

25,422,811

Interest Payments (2)

 

436,024

 

1,492,208

 

1,014,500

 

5,324,348

 

8,267,080

(1)Represents principal maturities only and, therefore, excludes net discounts and debt issuance costs.
(2)Variable rate interest payments are estimated based on the SOFR or other applicable rate at June 30, 2024.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the condensed notes to our consolidated financial statements. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. In addition to the guarantee disclosed in Note 6, as of June 30, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $121.9 million.  Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.

Acquisitions and Dispositions

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our stockholders’ best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

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Acquisitions. On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transactions was de minimis. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan.

Dispositions.  We may continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.

During 2023, we disposed of our interest in one unconsolidated retail property through foreclosure in satisfaction of the $114.8 million non-recourse mortgage loan.  We recognized no gain or loss in connection with this disposal.

Joint Venture Formation and Other Investment Activity

During the second quarter of 2024, we participated in the formation of a joint venture, Phoenix Retail, LLC, to acquire the Express Retail Company and operate Express and Bonobos direct-to-consumer businesses in the United States, from the previous owner on June 21, 2024, in a bankruptcy proceeding.  There was no cash consideration transferred for our 39.4% noncontrolling interest and non-cash consideration was de minimis.  

During the first quarter of 2024, we sold all of our remaining interest in ABG for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $103.7 million, which is included in income and other tax (expense) benefit in the consolidated statement of operations and comprehensive income.

During the fourth quarter of 2023, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $157.1 million. In connection with this transaction, we recorded tax expense of $39.3 million. Concurrently, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 9.6% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $10.3 million. In connection with this transaction, we recorded deferred taxes of $2.6 million.

On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%.

During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. In connection with this transaction, we recorded deferred taxes of $36.9 million.

During the third quarter of 2023, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 11.7% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $12.4 million. In connection with this transaction, we recorded deferred taxes of $3.1 million.

During the second quarter of 2023, ABG completed a capital transaction resulting in a dilution of our ownership and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $36.4 million. In connection with this transaction, we recorded deferred taxes of $9.1 million.  

Development Activity

We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Redevelopment and expansion projects, including the addition of anchors, big box tenants, restaurants, as well as office space and residential uses are underway at properties in North America, Europe and Asia.

Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion.  Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $1.1 billion.  Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction in the remainder of 2024 and 2025 is approximately $481 million.  We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 8-10% for all of our new development, expansion and redevelopment projects.  

International Development Activity.  We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2024 or 2025 is $75 million, primarily funded through reinvested joint venture cash flow and construction loans.  

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The following table describes these new development and expansion projects as well as our share of the estimated total cost as of June 30, 2024 (in millions):

Gross

Our

Our Share of

Our Share of

Projected/Actual

Leasable

Ownership

Projected Net Cost

Projected Net Cost

Opening

Property

   

Location

   

Area (sqft)

   

Percentage

   

(in Local Currency)

   

(in USD) (1)

   

Date

New Development Projects:

Jakarta Premium Outlets

Jakarta, Indonesia

300,000

50%

IDR

931,782

$

57.0

Feb. - 2025

Expansion:

Busan Premium Outlet Phase 2

Busan, South Korea

184,000

50%

KRW

72,933

$

52.8

Sep. - 2024

(1)USD equivalent based upon June 30, 2024 foreign currency exchange rates.

Dividends, Distributions and Stock Repurchase Program

Simon paid a common stock dividend of $2.00 per share for the second quarter of 2024 and $3.95 per share for the six months ended June 30, 2024.  Simon paid common stock dividends of $3.65 per share for the six months ended June 30, 2023.  The Operating Partnership paid distributions per unit for the same amounts.  On August 5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the third quarter of 2024 of $2.05 per share, payable on September 30, 2024 to shareholders of record on September 9, 2024.  The distribution rate on units is equal to the dividend rate on common stock.  In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

On February 8, 2024, Simon's Board of Directors authorized a new common stock repurchase plan which immediately replaced the existing repurchase plan.  Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on February 8, 2024 and ending on February 8, 2026 in the open market or in privately negotiated transactions as market conditions warrant.  As of June 30, 2024, no repurchases had been made under the new repurchase plan.  As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.  

Forward-Looking Statements

Certain statements made in this Quarterly Report on Form 10-Q may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company's actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; an increase in vacant space at our properties; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; natural disasters; the availability of comprehensive insurance coverage; the intensely competitive market environment in the retail industry, including e-commerce; security breaches that could compromise our information technology or infrastructure; reducing emissions of greenhouse gases; environmental liabilities; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; the loss of key management personnel; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; changes in market rates of interest; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; and general risks related to real estate investments, including the illiquidity of real estate investments. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC.  The Company may update that discussion in subsequent other periodic reports, but except as required

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by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, real estate FFO, diluted FFO per share, real estate FFO per share, NOI, beneficial interest of combined NOI and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.  We are providing different components of NOI, such as Portfolio NOI (a component of beneficial interest of combined NOI that relates to the operational performance of our global real estate portfolio), to provide investors with disaggregated information to further differentiate our global real estate portfolio performance from corporate and other platform investments.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement.  Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate.  Gain and losses of assets incidental to our main business are included in FFO.  We determine FFO to be our share of consolidated net income computed in accordance with GAAP:

excluding real estate related depreciation and amortization,
excluding gains and losses from extraordinary items,
excluding gains and losses from the acquisition of controlling interest, sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties,
plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and
all determined on a consistent basis in accordance with GAAP.

We determine real estate FFO utilizing the definition of FFO as stated above excluding the impact of operations from

Other Platform Investments, net of tax,
gains or losses on disposal, exchange, or revaluation of equity interests, net of tax, and
unrealized gains or lasses in fair value of publicly traded equity instruments and derivative instruments.

You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

do not represent cash flow from operations as defined by GAAP,
should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and
are not an alternative to cash flows as a measure of liquidity.

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The following schedule reconciles total FFO and real estate FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share and real estate FFO per share.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

(in thousands)

(in thousands)

Consolidated Net Income

$

569,435

$

557,505

$

1,410,591

$

1,076,760

Adjustments to Arrive at FFO:

Depreciation and amortization from consolidated properties

 

306,318

 

316,382

 

609,990

 

620,615

Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments

 

216,257

 

205,321

 

421,235

 

414,651

Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

2,986

 

4,356

 

(7,980)

 

4,356

Net (income) loss attributable to noncontrolling interest holders in properties

 

(785)

 

364

 

685

 

(398)

Noncontrolling interests portion of depreciation and amortization, gain on consolidation of properties, and loss (gain) on disposal of properties

 

(5,087)

 

(5,435)

 

(10,598)

 

(10,209)

Preferred distributions and dividends

 

(1,266)

 

(1,313)

 

(2,532)

 

(2,626)

FFO of the Operating Partnership

$

1,087,858

$

1,077,180

$

2,421,391

$

2,103,149

FFO allocable to limited partners

141,733

135,890

315,537

265,536

Dilutive FFO allocable to common stockholders

$

946,125

$

941,290

$

2,105,854

$

1,837,613

FFO of the Operating Partnership

$

1,087,858

$

1,077,180

$

2,421,391

$

2,103,149

Gain on disposal, exchange, or revaluation of equity interests, net of tax

(27,328)

(311,077)

(27,328)

Other platform investments, net of tax

15,008

6,166

75,784

60,678

Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net

(2,405)

(5,617)

4,787

(26,225)

Real Estate FFO

$

1,100,461

$

1,050,401

$

2,190,885

$

2,110,274

Diluted net income per share to diluted FFO per share reconciliation:

Diluted net income per share

$

1.51

$

1.49

$

3.76

$

2.87

Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization

 

1.38

 

1.38

 

2.72

 

2.74

Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

0.01

 

0.01

 

(0.02)

 

0.01

Diluted FFO per share

$

2.90

$

2.88

$

6.46

$

5.62

Gain on disposal, exchange, or revaluation of equity interests, net of tax

(0.07)

(0.83)

(0.07)

Other platform investments, net of tax

0.04

0.02

0.20

0.16

Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net

(0.01)

(0.02)

0.01

(0.07)

Real Estate FFO per share

$

2.93

$

2.81

$

5.84

$

5.64

Basic and Diluted weighted average shares outstanding

 

326,039

 

327,190

 

325,975

 

327,073

Weighted average limited partnership units outstanding

 

48,844

 

47,233

 

48,843

 

47,262

Basic and Diluted weighted average shares and units outstanding

 

374,883

 

374,423

 

374,818

 

374,335

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The following schedule reconciles consolidated net income to our beneficial interest of combined NOI and the components thereof.

For the Three Months Ended

For the Six Months Ended

June 30, 

June 30, 

    

2024

    

2023

    

2024

    

2023

(in thousands)

(in thousands)

Reconciliation of NOI of consolidated entities:

   

 

   

 

    

Consolidated Net Income

$

569,435

$

557,505

$

1,410,591

$

1,076,760

Income and other tax expense (benefit)

 

4,961

 

10,487

 

52,564

 

(2,966)

Gain on disposal, exchange, or revaluation of equity interests, net

(36,437)

(414,769)

(36,437)

Interest expense

 

221,338

 

218,086

 

451,960

 

417,515

Income from unconsolidated entities

 

(42,214)

 

(90,455)

 

(7,872)

 

(112,355)

Unrealized (gains) losses in fair value of publicly traded equity instruments and derivative instrument, net

 

(2,405)

 

(5,617)

 

4,787

 

(26,225)

Loss (gain) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net

 

2,986

 

4,356

 

(7,980)

 

4,356

Operating Income Before Other Items

 

754,101

 

657,925

 

1,489,281

 

1,320,648

Depreciation and amortization

 

310,016

 

319,534

 

617,384

 

626,592

Home and regional office costs

50,481

50,006

111,204

106,826

General and administrative

10,839

10,058

19,970

19,164

Other expenses (1)

21

21

NOI of consolidated entities

$

1,125,458

$

1,037,523

$

2,237,860

$

2,073,230

Less: Noncontrolling interest partners share of NOI

(8,382)

(7,122)

(15,853)

(14,644)

Beneficial NOI of consolidated entities

$

1,117,076

$

1,030,401

$

2,222,007

$

2,058,586

Reconciliation of NOI of unconsolidated entities:

Net Income

$

182,648

$

226,631

$

368,844

$

407,325

Interest expense

 

179,359

 

167,498

 

356,110

 

335,706

Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net

 

 

(1,134)

 

 

(1,134)

Operating Income Before Other Items

 

362,007

 

392,995

 

724,954

 

741,897

Depreciation and amortization

 

158,107

 

159,329

 

317,921

 

323,802

NOI of unconsolidated entities

$

520,114

$

552,324

$

1,042,875

$

1,065,699

Less: Joint Venture partners share of NOI

(273,503)

(288,775)

(547,441)

(556,677)

Beneficial NOI of unconsolidated entities

$

246,611

$

263,549

$

495,434

$

509,022

Add: Beneficial interest of NOI from TRG

120,932

116,316

251,410

236,015

Add: Beneficial interest of NOI from Other Platform Investments and Investments

64,110

109,191

34,898

129,778

Beneficial interest of Combined NOI

$

1,548,729

$

1,519,457

$

3,003,749

$

2,933,401

Less: Beneficial interest of Corporate and Other NOI Sources (2)

 

75,084

 

89,838

 

155,427

 

129,662

Less: Beneficial interest of NOI from Other Platform Investments (3)(4)

6,485

26,829

(76,521)

(628)

Less: Beneficial interest of NOI from Investments (5)

57,626

58,424

108,462

106,389

Beneficial interest of Portfolio NOI

$

1,409,534

$

1,344,366

$

2,816,381

$

2,697,978

Beneficial interest of Portfolio NOI Change

4.8

%

4.4

%

(1)Represents the write-off of pre-development costs.
(2)Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), Simon management company revenues, foreign exchange impact, and other assets.
(3)Other Platform Investments include J.C. Penney, SPARC Group, RGG and Jamestown.
(4)For the six months ended June 30, 2024, includes charges of $18.9 million related to SPARC and $14.3 million related to JCP. For the six months ended June 30, 2023, includes our share of a bargain purchase gain of $27.1 million related to Reebok.

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(5)Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.  

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

Sensitivity Analysis

We disclosed a qualitative and quantitative analysis regarding market risk in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the combined 2023 Annual Report on Form 10-K of Simon and the Operating Partnership. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2023.

Item 4.  Controls and Procedures

Simon

Management’s Evaluation of Disclosure Controls and Procedures

Simon maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s, or the SEC’s, rules and forms, and that such information is accumulated and communicated to Simon’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of June 30, 2024. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, Simon’s disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Simon’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, Simon’s internal control over financial reporting.

The Operating Partnership

Management’s Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including Simon’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of June 30, 2024. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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Table of Contents

Part II — Other Information

Item 1.  Legal Proceedings

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 1A. Risk Factors

Through the period covered by this report there were no material changes to the Risk Factors disclosed under Item 1A. Risk Factors in Part I of the combined 2023 Annual Report on Form 10-K of Simon and the Operating Partnership.    

Item 2.  Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Simon

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by Simon during the quarter ended June 30, 2024.

Issuer Purchases of Equity Securities

Total number

Approximate

of shares

value of shares

 purchased as

that may yet

 

Total number

Average

part of publicly

be purchased

of shares

price paid

announced

under

Period

    

purchased

    

per share

    

 plans

    

plans (2)

April 1, 2024 - April 30, 2024

 

39,108

$

156.49

$

2,000,000,000

May 1, 2024 - May 31, 2024

 

$

$

2,000,000,000

June 1, 2024 - June 30, 2024

 

$

$

2,000,000,000

 

39,108

(1)

$

156.49

(1)Total number of shares purchased represents shares withheld by us and transferred to treasury shares in connection with employee payroll tax withholding upon the vesting of certain restricted stock awards.
(2)On February 8, 2024, Simon's Board of Directors authorized a new common stock repurchase plan which immediately replaced the existing repurchase plan.  Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on February 8, 2024 and ending on February 8, 2026 in the open market or in privately negotiated transactions as market conditions warrant.  As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

The Operating Partnership

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended June 30, 2024.

Issuer Purchases of Equity Securities

During the quarter ended June 30, 2024, the Operating Partnership redeemed 1,000 units from a limited partner for $0.1 million.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

During the quarter covered by this report, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002.

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Table of Contents

Item 6.  Exhibits

Exhibit
Number

    

Exhibit Descriptions

31.1

Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3

Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4

Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Simon Property Group, Inc. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Simon Property Group, L.P. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SIMON PROPERTY GROUP, INC.

/s/ Brian J. McDade

Brian J. McDade

Executive Vice President and Chief Financial

Officer

Date: August 7, 2024

SIMON PROPERTY GROUP, L.P.

/s/ Brian J. McDade

Brian J. McDade

Executive Vice President and Chief Financial Officer

of Simon Property Group, Inc., General Partner

Date: August 7, 2024

54