View:
United States securities and exchange commission logo
May 31, 2022
Brian J. McDade
Chief Financial Officer
Simon Property Group, Inc.
225 West Washington Street
Indianapolis, IN 46204
Re: Simon Property
Group, Inc.
Simon Property
Group, L.P.
Form 10-K for
fiscal year ended December 31, 2021
Filed February 24,
2022
File Nos. 001-14469
and 001-36110
Dear Mr. McDade:
We have limited our review of your filing to the financial
statements and related
disclosures 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 fiscal year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 74
1. We note your
calculation of the non-GAAP financial measures Beneficial interest of
Combined NOI and
Portfolio NOI. Please address the following:
Regarding your
calculation of Beneficial interest of Combined NOI, tell us and
clarify in future
filings whether the $431 million NOI from TRG and $743 million
NOI from Other
Platform Investments and Investments represents is the entirety of
such entities' NOI,
or if such amounts represent your share of NOI based on your
non-controlling
interests in such entities, and the basis for including such amounts.
Additionally clarify
the unconsolidated entities included in "Other Platform
Investments and
Investments" line item;
Regarding Portfolio
NOI, expand on the usefulness of such measure, given your
Brian J. McDade
Simon Property Group, Inc.
May 31, 2022
Page 2
indication it is used to measure the operating performance of
your portfolio yet does
not appear to adequately address the additions and deductions
used to calculate such
measure; and
Additionally, tell us why you believe the presentation of the
subtotal Beneficial
interest of Combined NOI provides useful information to investors
given that
such measure includes NOI from certain sources that almost in
their entirety, appear
to be subsequently deducted to calculate your measure of
Portfolio NOI. In your
response, tell us why you have deducted your share of NOI of
Klepierre, and not that
of third-party investors, in calculating Portfolio NOI.
Item 8. Financial Statements
Consolidated Statements of Cash Flows, page 89
2. Please tell us and disclose in future periodic filings non-cash
investing and financing
activities conducted during the periods presented. Refer to ASC
230-10-50-3.
Note 6. Investments in Unconsolidated Entities and International Investments
Summary Financial Information, page 115
3. We note that the summary financial information of your equity method
investments on
pages 116-118 excludes your investments in Klepierre, TRG and other
platform
investments. Please tell us why you believe it is more beneficial to
investors to provide a
narrative description of the financial information of Klepierre and
TRG when the financial
information of other equity method investments has been presented in a
tabular format.
Also tell us why you believe the exclusion of your other platform
investments from the
summary financial information is compliant with Rule 4-08(g) of
Regulation S-X.
In closing, 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 Mark Rakip at (202) 551-3573 or Kristi Marrone at (202)
551-
3429 with any questions.
FirstName LastNameBrian J. McDade Sincerely,
Comapany NameSimon Property Group, Inc.
Division of
Corporation Finance
May 31, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName