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Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2017
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, 

 

 

    

 

2017

    

 

2016

    

 

2015

 

Capitalized interest

 

$

24,754

 

$

31,250

 

$

32,664

 

 

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 relative 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 relative 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.

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 subsidiary, 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, 2017 and 2016, we had marketable securities of $103.3 million and $156.2 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, 2017 and 2016 were approximately $0.4 million and $15.4 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 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. 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 July 26, 2017, we sold our investment in certain marketable securities that were accounted for as available-for-sale securities, with the value adjusted to the quoted market price through other comprehensive income (loss). The aggregate proceeds received from the sale were $53.9 million, and we recognized a gain on the sale of $21.5 million, which is included in other income in the accompanying consolidated statements of operations and comprehensive income for the year ended December 31, 2017.

On June 24, 2015, we sold our investment in certain marketable securities that were accounted for as available-for-sale securities, 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, 2017 and 2016, we had investments of $227.5 million and $210.5 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, 2017 and 2016 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 liability balance of $18.1 million at December 31, 2017 and a gross asset value of $43.9 million at December 31, 2016.

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 premier shopping, dining, entertainment and mixed use 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, 2017, approximately 6.5% of our consolidated long-lived assets and 2.6% of our consolidated total revenues were derived from assets located outside the United States.  As of December 31, 2016, approximately 5.3% of our consolidated long-lived assets and 1.5% of our consolidated total revenues were derived from assets located outside the United States.

Deferred Costs and Other Assets

Deferred Costs and Other Assets

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

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

Deferred lease costs, net

 

$

250,442

 

$

250,261

 

In-place lease intangibles, net

 

 

96,054

 

 

153,015

 

Acquired above market lease intangibles, net

 

 

92,405

 

 

112,024

 

Marketable securities of our captive insurance companies

 

 

55,664

 

 

58,142

 

Goodwill

 

 

20,098

 

 

20,098

 

Other marketable and non-marketable securities

 

 

275,130

 

 

308,591

 

Prepaids, notes receivable and other assets, net

 

 

584,190

 

 

451,457

 

 

 

$

1,373,983

 

$

1,353,588

 

 

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:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

Deferred lease costs

 

$

485,977

 

$

464,226

 

Accumulated amortization

 

 

(235,535)

 

 

(213,965)

 

Deferred lease costs, net

 

$

250,442

 

$

250,261

 

 

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, 

 

 

    

2017

    

2016

    

2015

 

Amortization of deferred leasing costs

 

54,323

 

49,993

 

43,788

 

 

Intangibles

Intangibles

The average remaining life of in‑place lease intangibles is approximately 3.0 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 2.7 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 $94.1 million and $116.1 million as of December 31, 2017 and 2016, respectively. The amount of amortization from continuing operations of above and below market leases, net, which increased revenue for the years ended December 31, 2017, 2016, and 2015, was $2.8 million, $5.4 million and $13.6 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:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

In-place lease intangibles

 

$

328,811

 

$

395,713

 

Accumulated depreciation

    

 

(232,757)

    

 

(242,698)

 

In-place lease intangibles, net

 

$

96,054

 

$

153,015

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

 

Acquired above market lease intangibles

 

$

260,398

 

$

254,581

 

Accumulated amortization

 

 

(167,993)

 

 

(142,557)

 

Acquired above market lease intangibles, net

 

$

92,405

 

$

112,024

 

 

Estimated future amortization and the increasing (decreasing) effect on minimum rents for our above and below market leases as of December 31, 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Below

 

Above

 

Impact to

 

 

 

Market

 

Market

 

Minimum

 

 

    

Leases

    

Leases

    

Rent, Net

 

2018

 

$

25,953

 

$

(24,932)

 

$

1,021

 

2019

 

 

22,048

 

 

(20,537)

 

 

1,511

 

2020

 

 

17,376

 

 

(16,305)

 

 

1,071

 

2021

 

 

8,395

 

 

(10,984)

 

 

(2,589)

 

2022

 

 

5,506

 

 

(7,876)

 

 

(2,370)

 

Thereafter

 

 

14,820

 

 

(11,771)

 

 

3,049

 

 

 

$

94,098

 

$

(92,405)

 

$

1,693

 

 

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, 2017, we had no outstanding interest rate derivatives. 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, was a net asset value of $21.1 million, all of which was included in deferred costs and other assets. We generally do not apply hedge accounting to interest rate caps, which had a nominal value as of December 31, 2017 and 2016, respectively.

We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro.   We use currency forward contracts 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, 2017 and 2016 (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Asset (Liability) Value as of

 

 

 

 

 

December 31, 

    

December 31, 

 

Notional Value

 

Maturity Date

 

2017

 

2016

 

 50.0

 

August 11, 2017

 

$

 —

 

$

15.5

 

 50.0

 

May 15, 2019

 

 

(2.4)

 

 

3.9

 

50.0

 

May 15, 2019

 

 

(4.9)

 

 

1.5

 

50.0

 

May 15, 2020

 

 

(5.2)

 

 

1.1

 

50.0

 

May 14, 2021

 

 

(5.5)

 

 

0.6

 

 

 

 

 

 

 

 

 

 

 

 

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 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 related to our derivative activities, including our share of the other comprehensive income from joint venture properties, approximated $9.3 million and $35.0 million as of December 31, 2017 and 2016, respectively.

Noncontrolling Interests

Noncontrolling Interests

Simon

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

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

     

2016

 

Limited partners’ interests in the Operating Partnership

 

$

548,858

 

$

644,348

 

Nonredeemable noncontrolling interests in properties, net

 

 

3,738

 

 

5,116

 

Total noncontrolling interests reflected in equity

 

$

552,596

 

$

649,464

 

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

Noncontrolling interests, beginning of period

 

$

649,464

 

$

744,905

 

$

858,328

 

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

 

 

297,104

 

 

289,594

 

 

309,740

 

Distributions to noncontrolling interest holders

 

 

(342,453)

 

 

(319,193)

 

 

(318,780)

 

Other comprehensive (loss) income allocable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) gain on derivative hedge agreements

 

 

(4,607)

 

 

5,444

 

 

2,543

 

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

 

 

(1,587)

 

 

19,629

 

 

(9,925)

 

Currency translation adjustments

 

 

6,040

 

 

(209)

 

 

(22,749)

 

Changes in available-for-sale securities and other

 

 

746

 

 

216

 

 

(1,803)

 

 

 

 

592

 

 

25,080

 

 

(31,934)

 

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

 

 

(84,794)

 

 

(66,996)

 

 

(101,480)

 

Units exchanged for common shares

 

 

(6,005)

 

 

(73,756)

 

 

(7,942)

 

Units redeemed

 

 

 —

 

 

 —

 

 

(14,843)

 

Long-term incentive performance units

 

 

38,305

 

 

48,324

 

 

47,279

 

Contributions by noncontrolling interests, net, and other

 

 

383

 

 

1,506

 

 

4,537

 

Noncontrolling interests, end of period

 

$

552,596

 

$

649,464

 

$

744,905

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

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

 

$

5,116

    

$

3,456

    

$

(229)

 

Net income attributable to noncontrolling nonredeemable interests

 

 

2,091

 

 

2,917

 

 

2,984

 

Distributions to noncontrolling nonredeemable interestholders

 

 

(3,851)

 

 

(2,765)

 

 

(3,836)

 

Contributions by noncontrolling interests, net, and other

 

 

382

 

 

1,508

 

 

4,537

 

Noncontrolling nonredeemable interests in properties, net — end of period

 

$

3,738

 

$

5,116

 

$

3,456

 

 

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, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized

 

 

 

 

 

 

Currency

 

Accumulated

 

gains (losses) on

 

 

 

 

 

 

translation

 

derivative

 

marketable

 

 

 

 

 

    

adjustments

 

gains, net

 

securities

 

Total

 

Beginning balance

 

$

(157,864)

 

$

30,374

 

$

13,364

 

$

(114,126)

 

Other comprehensive income (loss) before reclassifications

 

 

39,726

 

 

(30,505)

 

 

4,987

 

 

14,208

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

8,186

 

 

(18,721)

 

 

(10,535)

 

Net current-period other comprehensive income (loss)

 

 

39,726

 

 

(22,319)

 

 

(13,734)

 

 

3,673

 

Ending balance

 

$

(118,138)

 

$

8,055

 

$

(370)

 

$

(110,453)

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

 

 

    

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

 

$

(9,419)

 

$

(12,230)

 

$

(10,998)

 

Interest expense

 

 

 

 

 —

 

 

(586)

 

 

 

 

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

 

 

 

 

1,233

 

 

1,681

 

 

1,577

 

Net income attributable to noncontrolling interests

 

 

 

$

(8,186)

 

$

(11,135)

 

$

(9,421)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on sale of marketable securities

 

$

21,541

 

$

 —

 

$

80,187

 

Other income

 

 

 

 

(2,820)

 

 

 —

 

 

(11,502)

 

Net income attributable to noncontrolling interests

 

 

 

$

18,721

 

$

 —

 

$

68,685

 

 

 

 

The Operating Partnership

The changes in accumulated other comprehensive income (loss) by component consisted of the following as of December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized

 

 

 

 

 

Currency

 

Accumulated

 

gains (losses) on

 

 

 

 

 

translation

 

derivative

 

marketable

 

 

 

 

 

 

adjustments

 

gains, net

 

securities

 

Total

 

Beginning balance

 

$

(181,706)

 

$

34,956

 

$

15,383

 

$

(131,367)

 

Other comprehensive income (loss) before reclassifications

 

 

45,766

 

 

(35,112)

 

 

5,733

 

 

16,387

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

9,419

 

 

(21,541)

 

 

(12,122)

 

Net current-period other comprehensive income (loss)

 

 

45,766

 

 

(25,693)

 

 

(15,808)

 

 

4,265

 

Ending balance

 

$

(135,940)

 

$

9,263

 

$

(425)

 

$

(127,102)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

 

 

    

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

 

$

(9,419)

 

$

(12,230)

 

$

(10,998)

 

Interest expense

 

 

 

 

 —

 

 

(586)

 

 

 —

 

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

 

 

 

$

(9,419)

 

$

(12,816)

 

$

(10,998)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on sale of marketable securities

 

$

21,541

 

$

 —

 

$

80,187

 

Other income

 

 

 

$

21,541

 

$

 —

 

$

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 or otherwise. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. As of December 31, 2017, 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, 2017 and 2016 approximated $81.8 million and $83.5 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 subsidiary 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 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, 

 

 

 

2017

 

2016

 

2015

 

Balance, beginning of period

    

$

22,498

    

$

30,094

    

$

33,282

 

Provision for credit losses

 

 

11,304

 

 

7,319

 

 

6,635

 

Accounts written off, net of recoveries

 

 

(10,342)

 

 

(14,915)

 

 

(9,823)

 

Balance, end of period

 

$

23,460

 

$

22,498

 

$

30,094

 

 

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, and if available relief provisions do not apply, 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, 2017 and 2016, we had net deferred tax liabilities of $301.7 million and $265.7 million, respectively, which primarily relate to the temporary differences between the carrying value of balance sheet assets and liabilities and their tax bases. These differences were primarily 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, though these amounts are not material to the financial statements. 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.

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 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 and operating properties, and other ancillary income earned at our properties. For the years ended December 31, 2017 and 2016, these revenues were less than 6.0% and 7.0% of consolidated revenue, respectively. The amount and timing of revenue recognition from our services to joint ventures, licensing fee arrangements and ancillary income is consistent with the prior 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 generally constitute a significant part of our revenue and cash flows.  We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment to recognize.

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 recognize changes in equity investments with readily determinable fair values in net income.  We recognized a cumulative effect adjustment of $7.3 million to beginning retained earnings as of January 1, 2018 to reclassify unrealized gains and losses previously reported in accumulated other comprehensive income for equity investments with readily determinable fair values that are currently being accounted for as available for sale securities and certain investments currently being accounted for using the cost method for which the measurement alternative described below is not elected.  For those equity investments that do not have readily determinable fair values, the ASU permits the application of a measurement alternative using the cost of the investment, less any impairments, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer.  This guidance will be applied prospectively upon the occurrence of an event which establishes fair value to all other investments we currently account for using the cost method. 

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 non-lease revenue components.  ASU 2016-02 also limits the capitalization of leasing costs to initial direct costs, which will likely result in a reduction to our capitalized leasing costs and an increase in expenses, though the amount of such change is highly dependent upon the leasing compensation structures in place at the time of adoption.

Substantially all of our revenues and the revenues of our equity method investments are earned from arrangements that are within the scope of ASU 2016-02.  Upon adoption of ASU 2016-02, consideration related to non-lease components identified in our lease arrangements will be accounted for using the guidance in ASU 2014-09, which we have determined would (i) necessitate that we reallocate consideration received under many of our lease arrangements between the lease and non-lease component, (ii) result in recognizing revenue allocated to our primary non-lease component (consideration received from fixed common area maintenance arrangements) on a straight-line basis and (iii) require separate presentation of revenue recognized from lease and non-lease components on our statement of operations.  However, on January 5, 2018, the FASB issued an Exposure Draft that proposes targeted improvements to ASU 2016-02, which include creating a practical expedient that would provide lessors an option not to separate lease and non-lease components when certain criteria are met and instead account for those components as a single component.  If the FASB adopts this proposed update, we believe we would meet the criteria to account for lease and non-lease components as a single component, which would alleviate the requirement upon adoption of ASU 2016-02 that we reallocate or separately present lease and non-lease components. We would, however, recognize consideration received from fixed common area maintenance arrangements on a straight-line basis.  

Further, upon adoption of ASU 2016-02, leases of land and other arrangements where we are the lessee will be recognized on our balance sheet. Undiscounted future minimum lease payments due under long-term ground leases with termination dates which range from 2019 to 2090, excluding extension options, over the entire term of these leases total approximately $780.4 million.  The adoption of the guidance will result in the recognition of leased assets and corresponding liabilities discounted over the life of the applicable leases.

We will adopt ASU 2016-02 and any subsequent amendments beginning in the first quarter of 2019. In the Exposure Draft issued on January 5, 2018, the FASB also proposed a transition option that would permit the application of the new guidance as of the adoption date rather than to all periods presented. We are currently evaluating the impact that the adoption of the new standard and the recently issued Exposure Draft will have on our consolidated financial statements and method of adoption.

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 and application of a cost accumulation model in an asset acquisition.  The standard is effective for annual periods beginning after December 15, 2018.  We adopted this standard early as of January 1, 2017 as permitted under the standard.

In February 2017, the FASB issued ASU 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets,” which clarifies the scope and application of Accounting Standards Codification 610-20 on the sale or transfer of nonfinancial assets and in substance assets to noncustomers, including partial sales. The standard generally aligns the measurement of a retained interest in a nonfinancial asset with that of a retained interest in a business. It also eliminates the use of the carryover basis for contributions of real estate into a joint venture where control of the real estate is not retained, which will result in the recognition of a gain or loss upon contribution. We adopted the standard using the modified retrospective approach on January 1, 2018 and there was no cumulative effect adjustment to recognize.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which introduced amendments to the hedge accounting model to allow for better alignment with risk management practices in addition to simplifying the hedge accounting model.  The provisions may permit more risk management strategies to qualify for hedge accounting, including interest rate hedges and foreign currency hedges.  The new standard will be effective for us beginning on January 1, 2019 and early adoption is permitted.  We early adopted the ASU on January 1, 2018.  There was no impact on our consolidated financial statements at adoption.