XML 52 R22.htm IDEA: XBRL DOCUMENT v3.6.0.2
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2016
Summary of Significant Accounting Policies.  
Investment Properties

Investment Properties

We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

 

December 31, 

 

 

    

 

2016

    

 

2015

    

 

2014

 

Capitalized interest

 

$

31,250

 

$

32,664

 

$

16,500

 

 

We record depreciation on buildings and improvements utilizing the straight‑line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight‑line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight‑line method over seven to ten years.

We review investment properties for impairment on a property‑by‑property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property’s cash flows, ending occupancy or total sales per square foot. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments is other‑than‑temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. 

During the fourth quarter of 2016, we determined we would no longer pursue the construction of the Copley residential tower given a change in property approval dynamics, construction pricing in the Boston market and the continued increase in residential supply in the market. Accordingly, we recorded a charge of approximately $31.5 million related to the write-off of pre-development costs, which is included in other expenses in the accompanying statement of operations and comprehensive income.

Purchase Accounting

Purchase Accounting

We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in‑place leases and we estimate:

·

the fair value of land and related improvements and buildings on an as‑if‑vacant basis,

·

the market value of in‑place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues,

·

the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and

·

the value of revenue and recovery of costs foregone during a reasonable lease‑up period, as if the space was vacant.

The fair value of buildings is depreciated over the estimated remaining life of the acquired building or related improvements. We amortize tenant improvements, in‑place lease assets and other lease‑related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.

Discontinued Operations

Discontinued Operations

On May 28, 2014, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime Group Inc., or Washington Prime, an independent, publicly traded REIT.  The spin-off was effectuated through a distribution of the common shares of Washington Prime to holders of Simon common stock as of the distribution record date, and qualified as a tax-free distribution for U.S. federal income tax purposes.  For every two shares of Simon common stock held as of the record date of May 16, 2014, Simon stockholders received one Washington Prime common share on May 28, 2014.  At the time of the separation and distribution, Washington Prime owned a percentage of the outstanding units of partnership interest of Washington Prime Group, L.P. that was approximately equal to the percentage of outstanding units of limited partnership interest in the Operating Partnership, or units, owned by us. The remaining units of Washington Prime Group, L.P. were owned by limited partners of the Operating Partnership who received one Washington Prime Group, L.P. unit for every two units they owned in the Operating Partnership.  Subsequent to the spin-off, we retained a nominal interest in Washington Prime Group, L.P.  We also retained approximately $1.0 billion of proceeds from completed unsecured debt and mortgage debt as part of the spin-off and incurred $38.2 million in transaction costs during 2014 related to the spin-off of Washington Prime.

The historical results of operations of the Washington Prime properties have been presented as discontinued operations in our consolidated statements of operations and comprehensive income. The accompanying consolidated statement of cash flows includes, within operating, investing and financing cash flows, those activities which related to our period of ownership of the Washington Prime properties.

Summarized financial information for discontinued operations for the year ended December 31, 2014 is present below.

 

 

 

 

 

 

 

For the Year Ended

 

 

    

2014

 

TOTAL REVENUE

 

$

262,652

 

 

 

 

 

 

Property Operating

 

 

43,175

 

Depreciation and amortization

 

 

76,992

 

Real estate taxes

 

 

32,474

 

Repairs and maintenance

 

 

10,331

 

Advertising and promotion

 

 

3,340

 

Provision for credit losses

 

 

1,494

 

Other

 

 

2,028

 

Total operating expenses

 

 

169,834

 

 

 

 

 

 

OPERATING INCOME

 

 

92,818

 

 

 

 

 

 

Interest expense

 

 

(26,076)

 

Income and other taxes

 

 

(112)

 

Income from unconsolidated entities

 

 

652

 

Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net

 

 

242

 

 

 

 

 

 

CONSOLIDATED NET INCOME

 

 

67,524

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

9,781

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

 

$

57,743

 

Capital expenditures on a cash basis for the year ended December 31, 2014 were $31.9 million.

We and Washington Prime entered into property management and transitional services agreements in connection with the spin-off whereby we provided certain services to Washington Prime and its properties that were previously owned by us.  Pursuant to the terms of the property management agreements, we managed, leased, and maintained those Washington Prime mall properties under the direction of Washington Prime.  In exchange, Washington Prime paid us annual fixed rate property management fees ranging from 2.5% to 4.0% of base minimum and percentage rents, reimbursed us for direct out-of-pocket costs and expenses and also paid us separate fees for any leasing and development services we provided.  The property management agreements had an initial term of two years and terminated in 2016 upon the two-year anniversary of the spinoff. 

We also provided certain support services to the Washington Prime strip centers that were previously owned by us and certain of its central functions to assist Washington Prime as it established its stand-alone processes for various activities that were previously provided by us. These services, which did not constitute significant continuing support of Washington Prime’s operations, included assistance in the areas of information technology, treasury and financial management, payroll, lease administration, taxation and procurement.  The charges for such services were intended to allow us to recover costs of providing these services.  The transition services agreement terminated in 2016 upon the two-year anniversary of the spinoff.  Transitional services fees earned for 2016, 2015, and for the portion of 2014 subsequent to the spin-off were approximately $1.7 million, $5.7 million, and $3.2 million, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. See Notes 4 and 10 for disclosures about non-cash investing and financing transactions.

Marketable and Non-Marketable Securities

Marketable and Non‑Marketable Securities

Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available‑for‑sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At December 31, 2016 and 2015, we had marketable securities of $156.2 million and $183.8 million, respectively, generally accounted for as available-for-sale, which are adjusted to their quoted market price with a corresponding adjustment in other comprehensive income (loss). Net unrealized gains recorded in accumulated other comprehensive income (loss) as of December 31, 2016 and 2015 were approximately $15.4 million and $12.6 million, respectively, and represent the valuation adjustments for our marketable securities.

The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 year to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary.   We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value.  To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established.

Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices.  The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation.  Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

On June 24, 2015, we sold our investment in certain marketable securities that were accounted for as an available-for-sale security, with the value adjusted to its quoted market price through other comprehensive income (loss). At the date of sale, we owned 5.71 million shares.  The aggregate proceeds received from the sale were $454.0 million, and we recognized a gain on the sale of $80.2 million, which is included in other income in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2015.

At December 31, 2016 and 2015, we had investments of $210.5 million and $181.4 million, respectively, in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no material adjustment in the carrying value was required.

Fair Value Measurements

Fair Value Measurements

Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

The marketable securities we held at December 31, 2016 and 2015 were primarily classified as having Level 1 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset value of $43.9 million and $27.8 million at December 31, 2016 and 2015, respectively.

Note 8 includes a discussion of the fair value of debt measured using Level 2 inputs.  Notes 3 and 4 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 net operating results of the property, capitalization rates and discount rates.

Gains on Issuances of Stock by Equity Method Investees

Gains on Issuances of Stock by Equity Method Investees

When one of our equity method investees issues additional shares to third parties, our percentage ownership interest in the investee may decrease. In the event the issuance price per share is higher or lower than our average carrying amount per share, we recognize a noncash gain or loss on the issuance, when appropriate. This noncash gain or loss is recognized in our net income in the period the change of ownership interest occurs.

In 2015, as discussed in Note 7, we recorded a non-cash gain of $206.9 million related to Klépierre’s issuance of shares in connection with Klépierre’s acquisition of Corio N.V., or Corio, which is included in gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

Use of Estimates

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment and Geographic Locations

Segment and Geographic Locations

Our primary business is the ownership, development, and management of retail real estate. We have aggregated our retail operations, including malls, Premium Outlets, The Mills, and our international investments into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants.  As discussed in Note 7, we consolidated various European assets in 2016.  As of December 31, 2016, approximately 5.3% of our consolidated long-lived assets and 1.5% of our consolidated total revenues were located outside the United States.  As of December 31, 2015, consolidated foreign located long-lived assets and total revenues were nominal. 

Deferred Costs and Other Assets

Deferred Costs and Other Assets

Deferred costs and other assets include the following as of December 31:

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

Deferred lease costs, net

 

$

250,261

 

$

240,229

 

In-place lease intangibles, net

 

 

153,015

 

 

188,219

 

Acquired above market lease intangibles, net

 

 

112,024

 

 

67,363

 

Marketable securities of our captive insurance companies

 

 

58,142

 

 

87,257

 

Goodwill

 

 

20,098

 

 

20,098

 

Other marketable and non-marketable securities

 

 

308,591

 

 

278,026

 

Prepaids, notes receivable and other assets, net

 

 

451,457

 

 

385,576

 

 

 

$

1,353,588

 

$

1,266,768

 

 

Deferred Lease Costs

Deferred Lease Costs

Our deferred leasing costs consist primarily of capitalized salaries and related benefits in connection with lease originations. We record amortization of deferred leasing costs on a straight‑line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

Deferred lease costs

 

$

464,226

 

$

429,985

 

Accumulated amortization

 

 

(213,965)

 

 

(189,756)

 

Deferred lease costs, net

 

$

250,261

 

$

240,229

 

 

Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 

 

 

    

2016

    

2015

    

2014

 

Amortization of deferred leasing costs

 

49,993

 

43,788

 

39,488

 

 

Intangibles

Intangibles

The average remaining life of in‑place lease intangibles is approximately 2.8 years and is being amortized on a straight‑line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into revenue over the remaining lease life as a component of reported minimum rents. The weighted average remaining life of these intangibles is approximately 3.3 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $116.1 million and $117.8 million as of December 31, 2016 and 2015, respectively. The amount of amortization from continuing operations of above and below market leases, net, which increased revenue for the years ended December 31, 2016, 2015, and 2014, was $5.4 million, $13.6 million, and $11.3 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.

Details of intangible assets as of December 31 are as follows:

 

 

 

 

 

 

 

 

 

    

2016

    

2015

 

In-place lease intangibles

 

$

395,713

 

$

431,712

 

Accumulated depreciation

    

 

(242,698)

    

 

(243,493)

 

In-place lease intangibles, net

 

$

153,015

 

$

188,219

 

 

 

 

 

 

 

 

 

 

 

2016

    

2015

 

Acquired above market lease intangibles

 

$

254,581

 

$

183,625

 

Accumulated amortization

 

 

(142,557)

 

 

(116,262)

 

Acquired above market lease intangibles, net

 

$

112,024

 

$

67,363

 

 

Estimated future amortization and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2016 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Below

 

Above

 

Impact to

 

 

 

Market

 

Market

 

Minimum

 

 

    

Leases

    

Leases

    

Rent, Net

 

2017

 

$

30,015

 

$

(27,675)

 

$

2,340

 

2018

 

 

24,345

 

 

(23,350)

 

 

995

 

2019

 

 

20,615

 

 

(19,080)

 

 

1,535

 

2020

 

 

15,950

 

 

(14,936)

 

 

1,014

 

2021

 

 

7,355

 

 

(9,851)

 

 

(2,496)

 

Thereafter

 

 

17,861

 

 

(17,132)

 

 

729

 

 

 

$

116,141

 

$

(112,024)

 

$

4,117

 

 

Derivative Financial Instruments

Derivative Financial Instruments

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

As of December 31, 2016, we had the following outstanding interest rate derivative:

 

 

 

 

 

 

 

 

 

Number of 

 

Notional 

 

Interest Rate Derivative

    

Instruments

    

Amount

 

Interest Rate Swap

 

 1

 

$

250.0 million

 

The carrying value of our interest rate swap agreement, at fair value, as of December 31, 2016, is a net asset balance of $21.1 million, all of which is included in deferred costs and other assets. We generally do not apply hedge accounting to interest rate caps which had a nominal value at December 31, 2016. As of December 31, 2015, we had no outstanding interest rate derivatives.

We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe.   We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments.  Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date.

We had the following Euro:USD forward contracts at December 31, 2016 and December 31, 2015 (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Asset Value as of

 

 

 

 

 

 

December 31, 

    

December 31, 

 

Notional Value

 

Maturity Date

 

2016

 

2015

 

50.00

 

August 12, 2016

 

$

 —

 

$

13.0

 

50.00

 

August 11, 2017

 

 

15.5

 

 

13.0

 

50.00

 

May 15, 2019

 

 

3.9

 

 

1.8

 

50.00

 

May 15, 2019

 

 

1.5

 

 

 —

 

50.00

 

May 15, 2020

 

 

1.1

 

 

 —

 

50.00

 

May 14, 2021

 

 

0.6

 

 

 —

 

Asset balances in the above table are included in deferred costs and other assets. We have designated the above as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro-denominated joint venture investment.

The total gross accumulated other comprehensive income (loss) related to our derivative activities, including our share of the other comprehensive income (loss) from joint venture properties, approximated $35.0 million and ($17.7) million as of December 31, 2016 and 2015, respectively.

New Accounting Pronouncements

New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, "Revenue From Contracts With Customers." ASU 2014-09 amends the existing accounting standards for revenue recognition.  The new standard provides accounting guidance for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers.  The guidance also provides a model for the measurement and recognition of gains and losses on the sale of certain nonfinancial assets, such as property, including real estate.

Our revenues that will be impacted by this standard primarily include management, development, leasing and financing fee revenues for services performed related to various domestic joint ventures that we manage, licensing fees earned from various international properties, sales of real estate including land parcels or operating properties, and other ancillary income earned at our properties.  In 2016, these revenues were less than 7.0% of consolidated revenue.  We expect that the amount and timing of revenue recognition from our joint venture management services referenced above and licensing fee arrangements will be generally consistent with our current measurement and pattern of recognition.  In addition, we do not actively sell operating properties as part of our core business strategy and, accordingly, the sale of properties does not constitute a significant part of our revenue and cash flows.  As a result, we do not expect the adoption of this standard to have a significant impact on our consolidated financial statements.

We expect to adopt the standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption.  The new standard is effective for us beginning with the first quarter of 2018.

In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 makes changes to both the variable interest model and the voting model. We adopted this standard as required on January 1, 2016. All reporting entities involved with limited partnerships and similar entities were required to re-evaluate whether these entities, including the Operating Partnership, are subject to the variable interest model or the voting model and whether they qualify for consolidation. The adoption of this new standard did not result in any material changes to our consolidated financial statements or disclosures, including the disclosures related to the Operating Partnership.

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  We adopted this standard as required on January 1, 2016, resulting in a reclassification of $85.5 million from deferred costs and other assets to a reduction of the carrying amount of mortgages and other unsecured indebtedness.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities," which will require entities to measure their equity investments at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. The practicability exception will be available for equity investments that do not have readily determinable fair values. The guidance will be effective for us beginning with the first quarter of 2018.  We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases," which will result in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet.  Lessor accounting will remain substantially similar to the current accounting; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, specifically related to the allocation and recognition of contract consideration earned from lease and nonlease revenue components. Leasing costs that are eligible to be capitalized as initial direct costs are also limited by ASU 2016-02.

Substantially all of our revenue and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02, thus we anticipate that the timing of recognition and financial statement presentation of certain revenues, particularly those that relate to consideration from non-lease components, may be affected. Upon adoption of ASU 2016-02, consideration related to these non-lease components will be accounted for using the guidance in ASU 2014-09. Further, leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. We will adopt ASU 2016-02 beginning in the first quarter of 2019 using the modified retrospective approach required by the standard.  We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses," which introduces new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. This standard will be effective for us in fiscal years beginning after December 15, 2019. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business”, which amends guidance that assists preparers in evaluating whether a transaction will be accounted for as an acquisition of an asset or a business, likely resulting in more acquisitions being accounted for as asset acquisitions.  There are certain differences in accounting under these models, including the capitalization of transaction expenses in an asset acquisition.  The standard is effective for annual periods beginning after December 15, 2018.  We will early adopt this standard prospectively as of January 1, 2017 as permitted under the standard.

Noncontrolling Interests

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

     

2015

 

Limited partners’ interests in the Operating Partnership

 

$

644,348

 

$

741,449

 

Nonredeemable noncontrolling interests in properties, net

 

 

5,116

 

 

3,456

 

Total noncontrolling interests reflected in equity

 

$

649,464

 

$

744,905

 

 

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership, and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

A rollforward of noncontrolling interests for the years ended December 31 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

    

2014

 

Noncontrolling interests, beginning of period

 

$

744,905

 

$

858,328

 

$

973,226

 

Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties

 

 

289,594

 

 

309,740

 

 

241,023

 

Distributions to noncontrolling interest holders

 

 

(319,193)

 

 

(318,780)

 

 

(290,705)

 

Other comprehensive income (loss) allocable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

Unrealized gain on derivative hedge agreements

 

 

5,444

 

 

2,543

 

 

617

 

Net loss (gain) reclassified from accumulated other comprehensive loss into earnings

 

 

19,629

 

 

(9,925)

 

 

1,568

 

Currency translation adjustments

 

 

(209)

 

 

(22,749)

 

 

(14,858)

 

Changes in available-for-sale securities and other

 

 

216

 

 

(1,803)

 

 

14,945

 

 

 

 

25,080

 

 

(31,934)

 

 

2,272

 

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

 

 

(66,996)

 

 

(101,480)

 

 

(211,657)

 

Units issued to limited partners

 

 

 —

 

 

 —

 

 

84,910

 

Units exchanged for common shares

 

 

(73,756)

 

 

(7,942)

 

 

(1,297)

 

Units redeemed

 

 

 —

 

 

(14,843)

 

 

(1,463)

 

Long-term incentive performance units

 

 

48,324

 

 

47,279

 

 

49,938

 

Contributions by noncontrolling interests, net, and other

 

 

1,506

 

 

4,537

 

 

12,081

 

Noncontrolling interests, end of period

 

$

649,464

 

$

744,905

 

$

858,328

 

The Operating Partnership

Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership.

Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon.

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income.

A rollforward of noncontrolling interests for the years ended December 31 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2016

    

2015

    

2014

 

Noncontrolling nonredeemable interests (deficit) in properties, net — beginning of period

 

$

3,456

    

$

(229)

    

$

4,264

 

Net income attributable to noncontrolling nonredeemable interests

 

 

2,917

 

 

2,984

 

 

2,491

 

Distributions to noncontrolling nonredeemable interestholders

 

 

(2,765)

 

 

(3,836)

 

 

(19,065)

 

Contributions by noncontrolling interests, net, and other

 

 

1,508

 

 

4,537

 

 

12,081

 

Noncontrolling nonredeemable interests (deficit) in properties, net — end of period

 

$

5,116

 

$

3,456

 

$

(229)

 

 

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Simon

The changes in components of our accumulated other comprehensive income (loss) consisted of the following net of noncontrolling interest as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized

 

 

 

 

 

 

Currency

 

Accumulated

 

gains on

 

 

 

 

 

 

translation

 

derivative

 

marketable

 

 

 

 

 

    

adjustments

    

losses, net

    

securities

    

Total

 

Beginning balance

 

$

(248,285)

 

$

(15,161)

 

$

10,760

 

$

(252,686)

 

Other comprehensive income (loss) before reclassifications

 

 

(28,437)

 

 

34,400

 

 

2,604

 

 

8,567

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

118,858

 

 

11,135

 

 

 —

 

 

129,993

 

Net current-period other comprehensive income (loss)

 

 

90,421

 

 

45,535

 

 

2,604

 

 

138,560

 

Ending balance

 

$

(157,864)

 

$

30,374

 

$

13,364

 

$

(114,126)

 

 

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

2014

 

 

 

 

    

Amount reclassified

    

Amount reclassified

    

Amount reclassified

    

 

 

Details about accumulated other

 

from accumulated

 

from accumulated

 

from accumulated

 

 

 

comprehensive income (loss)

 

other comprehensive

 

other comprehensive

 

other comprehensive

 

Affected line item where

 

components:

 

income (loss)

 

income (loss)

 

income (loss)

 

net income is presented

 

Currency translation adjustments

 

$

(136,806)

 

$

 —

 

 

 —

 

Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net

 

 

 

 

17,948

 

 

 —

 

 

 —

 

Net income attributable to noncontrolling interests

 

 

 

$

(118,858)

 

$

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated derivative losses, net

 

$

(12,230)

 

$

(10,998)

 

$

(10,789)

 

Interest expense

 

 

 

 

(586)

 

 

 —

 

 

 

 

Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net

 

 

 

 

1,681

 

 

1,577

 

 

1,568

 

Net income attributable to noncontrolling interests

 

 

 

$

(11,135)

 

$

(9,421)

 

$

(9,221)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on sale of marketable securities

 

$

 —

 

$

80,187

 

$

 —

 

Other income

 

 

 

 

 —

 

 

(11,502)

 

 

 —

 

Net income attributable to noncontrolling interests

 

 

 

$

 —

 

$

68,685

 

$

 —

 

 

 

The Operating Partnership

The changes in accumulated other comprehensive income (loss) by component consisted of the following as of December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized

 

 

 

 

 

Currency

 

Accumulated

 

gains on

 

 

 

 

 

translation

 

derivative

 

marketable

 

 

 

 

 

    

adjustments

    

losses, net

    

securities

    

Total

 

Beginning balance

 

$

(289,866)

 

$

(17,704)

 

$

12,563

 

$

(295,007)

 

Other comprehensive income (loss) before reclassifications

 

 

(28,646)

 

 

39,844

 

 

2,820

 

 

14,018

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

136,806

 

 

12,816

 

 

 —

 

 

149,622

 

Net current-period other comprehensive income (loss)

 

 

108,160

 

 

52,660

 

 

2,820

 

 

163,640

 

Ending balance

 

$

(181,706)

 

$

34,956

 

$

15,383

 

$

(131,367)

 

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

2014

 

 

 

 

    

Amount reclassified

    

Amount reclassified

    

Amount reclassified

    

 

 

Details about accumulated other

 

from accumulated

 

from accumulated

 

from accumulated

 

 

 

comprehensive income (loss)

 

other comprehensive

 

other comprehensive

 

other comprehensive

 

Affected line item where

 

components:

 

income (loss)

 

income (loss)

 

income (loss)

 

net income is presented

 

Currency translation adjustments

 

$

(136,806)

 

$

 —

 

$

 —

 

Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net

 

 

 

$

(136,806)

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated derivative losses, net

 

$

(12,230)

 

$

(10,998)

 

$

(10,789)

 

Interest expense

 

 

 

 

(586)

 

 

 —

 

 

 —

 

Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net

 

 

 

$

(12,816)

 

$

(10,998)

 

$

(10,789)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on sale of marketable securities

 

$

 —

 

$

80,187

 

$

 —

 

Other income

 

 

 

$

 —

 

$

80,187

 

$

 —

 

 

 

 

Revenue Recognition

Revenue Recognition

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue minimum rents on a straight‑line basis over the terms of their respective leases. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize overage rents only when each tenant’s sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of revenue utilizing the straight‑line method over the term of the related lease or occupancy term of the tenant, if shorter.

We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. As of December 31, 2016, for substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as revenue when earned. When not reimbursed by the fixed‑CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We also receive escrow payments for these reimbursements from substantially all our non‑fixed CAM tenants and monthly fixed CAM payments throughout the year. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.

Management Fees and Other Revenues

Management Fees and Other Revenues

Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties. Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property. Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based on the underlying activity.

Revenues from insurance premiums charged to unconsolidated properties are recognized on a pro‑rata basis over the terms of the policies. Insurance losses on these policies and our self‑insurance for our consolidated properties are reflected in property operating expenses in the accompanying consolidated statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on evaluations by third-party actuaries and management’s estimates. Total insurance reserves for our insurance subsidiaries and other self‑insurance programs as of December 31, 2016 and 2015 approximated $83.5 million and $88.1 million, respectively, and are included in other liabilities in the consolidated balance sheets. Information related to the securities included in the investment portfolio of our captive insurance subsidiaries is included within the “Marketable and Non‑Marketable Securities” section above.

Allowance for Credit Losses

Allowance for Credit Losses

We record a provision for credit losses based on our judgment of a tenant’s creditworthiness, ability to pay and probability of collection. In addition, we also consider the retail sector in which the tenant operates and our historical collection experience in cases of bankruptcy, if applicable. Accounts are written off when they are deemed to be no longer collectible. Presented below is the activity in the allowance for credit losses during the following years:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended

 

 

 

December 31, 

 

 

 

2016

 

2015

 

2014

 

Balance, beginning of period

    

$

30,094

    

$

33,282

    

$

32,681

 

Provision for credit losses

 

 

7,319

 

 

6,635

 

 

12,001

 

Accounts written off, net of recoveries

 

 

(14,915)

 

 

(9,823)

 

 

(11,400)

 

Balance, end of period

 

$

22,498

 

$

30,094

 

$

33,282

 

 

Income Taxes

 

Income Taxes

Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of REIT taxable income to its owners and meet certain other asset and income tests as well as other requirements. We intend to continue to adhere to these requirements and maintain Simon’s REIT status and that of the REIT subsidiaries. As REITs, these entities will generally not be liable for U.S. federal corporate income taxes as long as they distribute in excess of 100% of their REIT taxable income. Thus, we made no provision for U.S. federal income taxes for these entities in the accompanying consolidated financial statements. If Simon or any of the REIT subsidiaries fail to qualify as a REIT, Simon or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If Simon or any of the REIT subsidiaries loses its REIT status it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless the failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We have also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property”. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income.

As a partnership, the allocated share of the Operating Partnership’s income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements other than as discussed above for our taxable REIT subsidiaries.

As of December 31, 2016, we had a net deferred tax liability of $265.7 million, which relates to the temporary differences between the carrying value of balance sheet assets and liabilities and their tax bases. Primarily, these differences were created through the consolidation of various European assets in 2016 as discussed further in Note 7. Additionally, we have deferred tax liabilities related to our TRS subsidiaries, consisting of operating losses and other carryforwards for U.S. federal income tax purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries. As of December 31, 2015, we had no net deferred tax asset or liability. The net deferred tax liability is included in other liabilities in the accompanying consolidated balance sheets.  

We are also subject to certain other taxes, including state and local taxes, franchise taxes, as well as  income-based and withholding taxes on dividends from certain of our international investments, which are included in income and other taxes in the consolidated statements of operations and comprehensive income.

Corporate Expenses

Corporate Expenses

Home and regional office costs primarily include compensation and personnel related costs, travel, building and office costs, and other expenses for our corporate home office and regional offices.  General and administrative expense primarily includes executive compensation, benefits and travel expenses as well as costs of being a public company, including certain legal costs, audit fees, regulatory fees, and certain other professional fees.