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United States securities and exchange commission logo
September 28, 2021
Brian McDade
Chief Financial Officer
SIMON PROPERTY GROUP INC /DE/
SIMON PROPERTY GROUP, L.P.
225 West Washington Street
Indianapolis, Indiana 46204
Re: SIMON PROPERTY
GROUP INC /DE/
SIMON PROPERTY
GROUP, L.P.
Form 10-K for the
year ended December 31, 2020
Filed on February
25, 2021
File Nos. 001-14469
and 001-36110
Dear Mr. McDade:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 75
1. We note the
reconciliation of Combined NOI on page 77. Please tell us how you
determined it was
appropriate to present a measure that includes 100% of NOI related to
your unconsolidated
joint ventures. We refer you to Question 100.04 of the Division's
Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures. This
comment is also
applicable to page 18 of the quarterly financial supplement filed February
8, 2021 on Form 8-K.
6. Investments in Unconsolidated Entities and International Investments
Unconsolidated Entity Transactions, page 113
Brian McDade
SIMON PROPERTY GROUP INC /DE/
September 28, 2021
Page 2
2. We note that on December 29, 2020 you completed the acquisition of an
80%
noncontrolling ownership interest in TRG and that you are accounting
for such acquisition
using the equity method of accounting. In order to better understand
the Company's
accounting for this transaction please further tell us the following:
How the Company considered the variable interest guidance in
ASC 810-10-15-14
and whether the acquisition resulted in an acquired VIE; and
If the acquisition did not result in the acquisition of a VIE,
how the Company
considered the guidance under ASC 810-10-15-8, ASC 810-10-15-8A
and ASC 810-
10-15-10a such that it resulted in the Company owning 80% of the
TRG group but
not consolidating the TRG group
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Ameen Hamady at 202-551-3891 or in his absence, Shannon
Menjivar
at 202-551-3856 if you have questions.
FirstName LastNameBrian McDade Sincerely,
Comapany NameSIMON PROPERTY GROUP INC /DE/
Division of Corporation Finance
September 28, 2021 Page 2 Office of Real Estate & Construction
FirstName LastName