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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 2, 2021

 

SIMON PROPERTY GROUP, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-14469 04-6268599
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

 

225 WEST WASHINGTON STREET

INDIANAPOLIS, Indiana

46204
  (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 317. 636.1600

 

Not Applicable

 

 (Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

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

 

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

 

Title of each class   Trading Symbols   Name of each exchange on which registered
         
Common stock, $0.0001 par value   SPG   New York Stock Exchange
83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value   SPGJ   New York Stock Exchange

 

 

 

Page 1

 

 

Item 2.02.Results of Operations and Financial Condition

 

On August 2, 2021, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended June 30, 2021 and other matters. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this report.

 

Item 7.01.Regulation FD Disclosure

 

Exhibit 99.1 also includes supplemental financial and operating information for the quarter ended June 30, 2021.

 

Item 9.01. Financial Statements and Exhibits

 

Financial Statements:

 

None

 

Exhibits:

 

Exhibit No. Description
   
99.1 Earnings Release dated August 2, 2021 and supplemental information
104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101)

 

The exhibit filed with this report contains measures of financial or operating performance that are not specifically defined by generally accepted accounting principles (“GAAP”) in the United States, including funds from operations (“FFO”), FFO per share, funds available for distribution, net operating income (“NOI”), domestic property NOI and portfolio NOI. FFO and NOI are performance measures that are standard in the REIT business. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

 

These non-GAAP financial measures should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities.

 

Reconciliations of each of these non-GAAP measures to the most-directly comparable GAAP measure are included in the exhibit.

 

The information in this report and the exhibit filed herewith is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Items 2.02 and 7.01 of Form 8-K, will not be incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

Page 2

 

 

SIGNATURES

 

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

 

Dated: August 2, 2021  
   
  SIMON PROPERTY GROUP, INC.
   
  By: /s/ BRIAN J. MCDADE
    Brian J. McDade,
    Executive Vice President,
    Chief Financial Officer and
    Treasurer

 

Page 3

 

 

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 SIMON PROPERTY GROUP
EARNINGS RELEASE &
SUPPLEMENTAL INFORMATION
UNAUDITED SECOND QUARTER

TABLE OF CONTENTS
 
TABLE OF CONTENTS
EARNINGS RELEASE AND SUPPLEMENTAL INFORMATION
FOR THE QUARTER ENDED JUNE 30, 2021
PAGE
Earnings Release(1)
211
Overview
12
13
Financial Data
14
15
16
17
17
18
19
Operational Data
20
21
22
23
Development Activity
24
25
Balance Sheet Information
26
26
26
27
28
29
30
31
Property and Debt Information
3241
Other
(1)
Includes reconciliation of consolidated net income to funds from operations.
 
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EARNINGS RELEASE
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Contacts:
Tom Ward
317-685-7330 Investors
Ali Slocum
317-264-3079 Media
SIMON PROPERTY GROUP REPORTS
SECOND QUARTER 2021 RESULTS AND INCREASES FULL YEAR 2021 GUIDANCE AND RAISES QUARTERLY DIVIDEND
INDIANAPOLIS, August 2, 2021 − Simon, a global leader in the ownership of premier shopping, dining, entertainment and mixed-use destinations, today reported results for the quarter ended June 30, 2021.
“I am pleased with the profitability and substantial improvement in cash flow that were generated in the second quarter,” said David Simon, Chairman, Chief Executive Officer and President. “We are encouraged by the increase in our shopper traffic, retailer sales and leasing activity. Based upon our results to date and expectations for the remainder of 2021, we are again increasing our full-year 2021 guidance and again raising our quarterly dividend.”
Results for the Quarter

Net income attributable to common stockholders was $617.3 million, or $1.88 per diluted share, as compared to $254.2 million, or $0.83 per diluted share in 2020. Results for the second quarter of 2021 include a non-cash gain of  $118.4 million, or $0.32 per diluted share, because of the reversal of a deferred tax liability associated with an international investment.

Funds From Operations (“FFO”) was $1.217 billion, or $3.24 per diluted share, as compared to $746.5 million, or $2.12 per diluted share, in the prior year period, a 52.8% increase. FFO for the second quarter 2021 includes the $0.32 per diluted share non-cash gain related to the deferred tax liability reversal, mentioned above.

Net operating income (“NOI”) from domestic and international properties, combined, increased 16.6% compared to the prior year period. Portfolio NOI, which includes NOI from domestic properties, international properties and NOI from the Company’s investment in Taubman Realty Group (“TRG”), increased 32.5% compared to the prior year period.
Results for the Six Months

Net income attributable to common stockholders was $1.063 billion, or $3.24 per diluted share, as compared to $691.8 million, or $2.26 per diluted share in 2020. Results for the six months ended 2021 include the aforementioned non-cash gain related to the deferred tax liability reversal.

FFO was $2.151 billion, or $5.72 per diluted share, as compared to $1.727 billion, or $4.90 per diluted share, in the prior year period, a 16.7% increase. FFO for the six months ended 2021 includes the aforementioned non-cash gain related to the deferred tax liability reversal.
 
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EARNINGS RELEASE

NOI from domestic and international properties, combined, increased 2.8% compared to the prior year period. Portfolio NOI increased 16.7% compared to the prior year period.
U.S. Malls and Premium Outlets Operating Statistics

Occupancy was 91.8% at June 30, 2021.

Base minimum rent per square foot was $55.03 at June 30, 2021.
Development Activity
West Midlands Designer Outlet in England opened on April 12, 2021. The center includes 197,000 square feet of high-quality, name brand stores. Simon owns a 23% interest in this center.
During the quarter, construction restarted on Paris-Giverny Designer Outlet, a new 222,000 square foot upscale outlet center located in Normandie, France, projected to open in the first quarter of 2023. Simon owns 74% of this project.
Construction continues on redevelopments including Burlington Mall (Boston, MA) and Tacoma Mall (Tacoma, WA). These redevelopments, scheduled to be completed in 2021, will significantly benefit the communities in which they operate.
Progress continues on transformative mixed-use redevelopments of Northgate Station (Seattle, WA) and Phipps Plaza (Atlanta, GA). The dynamic redevelopment at Phipps Plaza is headlined by a Nobu Hotel and Nobu Restaurant, Citizens food hall, Life Time Athletic and Life Time Work and One Phipps Plaza, a LEED certified, 13-story Class A office building designed for the workplace of the future. These additions are scheduled to open in 2022. The transformation of Northgate Station will feature the National Hockey League’s Seattle Kraken corporate offices and the Kraken Community Iceplex. This first phase of the Northgate Station transformation is scheduled to be completed in the fall of 2021.
Capital Markets and Balance Sheet Liquidity
The Company was active in both the unsecured and secured credit markets through the first six months of the year.
During the first six months, the Company closed on 13 non-recourse mortgage loans totaling approximately $2.2 billion (U.S. dollar equivalent), of which Simon’s share is $1.3 billion. The weighted average interest rate on these loans is 2.90%.
As of June 30, 2021, Simon had more than $8.8 billion of liquidity consisting of  $1.9 billion of cash on hand, including its share of joint venture cash, and $6.9 billion of available capacity under its revolving credit facilities, net of  $500 million outstanding under its U.S. commercial paper program.
Dividends
The Company paid its second quarter 2021 common stock dividend of  $1.40 per share, in cash, on July 23, 2021, a 7.7% increase sequentially and year-over-year.
 
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EARNINGS RELEASE
Simon’s Board of Directors declared a quarterly common stock cash dividend of  $1.50 for the third quarter of 2021. This is a 15.4% increase year-over-year and a 7.1% increase compared to the second quarter 2021 dividend. The dividend will be payable on September 30, 2021 to shareholders of record on September 9, 2021.
Simon’s Board of Directors declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred Stock (NYSE: SPGPrJ) of  $1.046875 per share, payable on September 30, 2021 to shareholders of record on September 16, 2021.
2021 Guidance
The Company currently estimates net income to be within a range of  $5.47 to $5.57 per diluted share and FFO will be within a range of  $10.70 to $10.80 per diluted share for the year ending December 31, 2021. The net income per diluted share and FFO per diluted share ranges include the $0.32 per diluted share non-cash gain related to the deferred tax liability reversal. The FFO per diluted share range is an increase from the $9.70 to $9.80 per diluted share range provided on May 10, 2021, or an increase of  $1.00 per diluted share at the mid-point.
The following table provides the GAAP to non-GAAP reconciliation for the expected range of estimated net income attributable to common stockholders per diluted share to estimated FFO per diluted share:
For the year ending December 31, 2021
Low
End
High
End
Estimated net income attributable to common stockholders per diluted share $ 5.47 $ 5.57
Depreciation and amortization including Simon’s share of unconsolidated entities 5.47 5.47
Unrealized losses in fair value of equity instruments 0.01 0.01
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
(0.25) (0.25)
Estimated FFO per diluted share $ 10.70 $ 10.80
Conference Call
Simon will hold a conference call to discuss the quarterly financial results today at 5:00 p.m. Eastern Daylight Time, Monday, August 2, 2021. A live webcast of the conference call will be accessible in listen-only mode at investors.simon.com. An audio replay of the conference call will be available until August 9, 2021. To access the audio replay, dial 1-855-859-2056 (international 404-537-3406) passcode 7455849.
Supplemental Materials and Website
Supplemental information on our second quarter 2021 performance is available at investors.simon.com. This information has also been furnished to the SEC in a current report on Form 8-K.
 
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EARNINGS RELEASE
We routinely post important information online on our investor relations website, investors.simon.com. We use this website, press releases, SEC filings, quarterly conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. We encourage members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through our website is not incorporated by reference into, and is not a part of, this document.
Non-GAAP Financial Measures
This press release includes FFO, FFO per share and portfolio Net Operating Income growth which are financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release and in Simon’s supplemental information for the quarter. FFO and Net Operating Income growth are financial performance measures widely used in the REIT industry. Our definitions of these non-GAAP measures may not be the same as similar measures reported by other REITs.
Forward-Looking Statements
Certain statements made in this press release may be deemed “forward–looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward–looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company’s actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic and governmental restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the intensely competitive market environment in the retail industry, including e-commerce; an increase in vacant space at our properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest; the transition of LIBOR to an alternative reference rate; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; environmental liabilities; natural disasters; the availability of comprehensive insurance coverage; the potential for terrorist activities; security breaches that could compromise our information technology or infrastructure; and the loss of key management personnel. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
About Simon
Simon is a global leader in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE: SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales.
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Unaudited Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2021
2020
2021
2020
REVENUE:
Lease income
$
1,158,825
$ 1,013,510
$
2,303,883
$ 2,275,742
Management fees and other revenues
26,061
21,035
51,358
50,201
Other income
69,260
27,496
138,856
89,458
Total revenue
1,254,146
1,062,041
2,494,097
2,415,401
EXPENSES:
Property operating
96,073
70,620
182,692
176,243
Depreciation and amortization
315,732
324,140
631,470
652,402
Real estate taxes
114,695
117,221
230,706
234,764
Repairs and maintenance
19,036
14,080
40,391
38,511
Advertising and promotion
19,565
12,689
49,050
46,216
Home and regional office costs
47,699
36,090
83,698
90,460
General and administrative
7,254
7,296
13,830
14,190
Other
29,369
29,037
52,926
56,878
Total operating expenses
649,423
611,173
1,284,763
1,309,664
OPERATING INCOME BEFORE OTHER ITEMS
604,723
450,868
1,209,334
1,105,737
Interest expense
(200,419)
(197,061)
(402,435)
(384,688)
Loss on extinguishment of debt
(2,959)
Income and other tax (expense) benefit
(47,003)
62
(41,105)
5,845
Income from unconsolidated entities
348,545
44,322
363,614
94,787
Unrealized gains (losses) in fair value of equity instruments
23
202
(3,177)
(18,846)
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on,
assets and interests in unconsolidated entities and impairment, net
(7,845)
93,057
(6,883)
CONSOLIDATED NET INCOME
705,869
290,548
1,216,329
795,952
Net income attributable to noncontrolling interests
87,778
35,501
151,543
102,465
Preferred dividends
834
834
1,669
1,669
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
617,257
$ 254,213
$
1,063,117
$ 691,818
BASIC AND DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders
$
1.88
$ 0.83
$
3.24
$ 2.26
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
June 30,
2021
December 31,
2020
ASSETS:
Investment properties, at cost
$
37,938,181
$ 38,050,196
Less – accumulated depreciation
15,176,790
14,891,937
22,761,391
23,158,259
Cash and cash equivalents
1,290,799
1,011,613
Tenant receivables and accrued revenue, net
952,731
1,236,734
Investment in TRG, at equity
3,415,996
3,451,897
Investment in Klépierre, at equity
1,706,661
1,729,690
Investment in other unconsolidated entities, at equity
2,746,162
2,603,571
Right-of-use assets, net
508,371
512,914
Investments held in trust – special purpose acquisition company
345,000
Deferred costs and other assets
1,100,745
1,082,168
Total assets
$
34,827,856
$ 34,786,846
LIABILITIES:
Mortgages and unsecured indebtedness
$
26,231,704
$ 26,723,361
Accounts payable, accrued expenses, intangibles, and deferred revenues
1,230,595
1,311,925
Cash distributions and losses in unconsolidated entities, at equity
1,565,366
1,577,393
Dividend payable
527,508
486,922
Lease liabilities
511,211
515,492
Other liabilities
546,619
513,515
Total liabilities
30,613,003
31,128,608
Commitments and contingencies
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests
507,414
185,892
EQUITY:
Stockholders’ Equity
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of  $39,847
41,927
42,091
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,907,608 and 342,849,037 issued and outstanding, respectively
34
34
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding
Capital in excess of par value
11,193,774
11,179,688
Accumulated deficit
(5,931,119)
(6,102,314)
Accumulated other comprehensive loss
(188,307)
(188,675)
Common stock held in treasury, at cost, 14,296,445 and 14,355,621 shares, respectively
(1,884,511)
(1,891,352)
Total stockholders’ equity
3,231,798
3,039,472
Noncontrolling interests
475,641
432,874
Total equity
3,707,439
3,472,346
Total liabilities and equity
$
34,827,856
$ 34,786,846
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Unaudited Joint Venture Combined Statements of Operations
(Dollars in thousands)
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2021
2020
2021
2020
REVENUE:
Lease income
$
681,349
$ 574,246
$
1,334,103
$ 1,318,096
Other income
64,694
46,205
137,293
120,718
Total revenue
746,043
620,451
1,471,396
1,438,814
OPERATING EXPENSES:
Property operating
136,129
107,309
269,166
254,339
Depreciation and amortization
170,443
165,511
341,597
336,989
Real estate taxes
68,123
60,634
137,021
129,023
Repairs and maintenance
16,304
13,589
35,350
33,204
Advertising and promotion
14,797
10,016
34,241
32,768
Other
37,657
15,734
69,643
65,964
Total operating expenses
443,453
372,793
887,018
852,287
OPERATING INCOME BEFORE OTHER ITEMS
302,590
247,658
584,378
586,527
Interest expense
(152,447)
(152,409)
(298,644)
(309,050)
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net
33,371
33,371
NET INCOME
$
183,514
$ 95,249
$
319,105
$ 277,477
Third-Party Investors’ Share of Net Income
$
92,745
$ 53,989
$
160,886
$ 146,848
Our Share of Net Income
90,769
41,260
158,219
130,629
Amortization of Excess Investment (A)
(15,268)
(20,761)
(34,595)
(41,601)
Our Share of Gain on Sale or Disposal of Assets and Interests in
Other Income in the Consolidated Financial Statements
(14,941)
(14,941)
Income from Unconsolidated Entities (B)
$
60,560
$ 20,499
$
108,683
$ 89,028
Note:
The above financial presentation does not include any information related to our investments in Klépierre S.A.
(“Klépierre”) and The Taubman Realty Group (“TRG”). For additional information, see footnote B.
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Unaudited Joint Venture Combined Balance Sheets
(Dollars in thousands)
June 30,
2021
December 31,
2020
Assets:
Investment properties, at cost
$
19,885,109
$ 20,079,476
Less – accumulated depreciation
8,157,942
8,003,863
11,727,167
12,075,613
Cash and cash equivalents
1,356,266
1,169,422
Tenant receivables and accrued revenue, net
571,652
749,231
Right-of-use assets, net
168,752
185,598
Deferred costs and other assets
387,285
380,087
Total assets
$
14,211,122
$ 14,559,951
Liabilities and Partners’ Deficit:
Mortgages
$
15,430,065
$ 15,569,485
Accounts payable, accrued expenses, intangibles, and deferred revenue
840,432
969,242
Lease liabilities
172,281
188,863
Other liabilities
395,463
426,321
Total liabilities
16,838,241
17,153,911
Preferred units
67,450
67,450
Partners’ deficit
(2,694,569)
(2,661,410)
Total liabilities and partners’ deficit
$
14,211,122
$ 14,559,951
Our Share of:
Partners’ deficit
$
(1,150,296)
$ (1,130,713)
Add: Excess Investment (A)
1,317,383
1,399,757
Our net Investment in unconsolidated entities, at equity
$
167,087
$ 269,044
Note:
The above financial presentation does not include any information related to our investments in Klépierre
and TRG. For additional information, see footnote B.
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Unaudited Reconciliation of Non-GAAP Financial Measures (C)
(Amounts in thousands, except per share amounts)
Reconciliation of Consolidated Net Income to FFO
For the Three Months
Ended June 30,
For the Six Months
Ended June 30,
2021
2020
2021
2020
Consolidated Net Income (D)
$
705,869
$ 290,548
$
1,216,329
$ 795,952
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties
313,572
321,707
627,147
647,745
Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments
202,515
129,309
406,752
266,017
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
7,845
(93,057)
6,883
Unrealized (gains) losses in fair value of equity instruments
(23)
(202)
3,177
18,846
Net loss attributable to noncontrolling interest holders in properties
1,531
3,628
2,469
3,799
Noncontrolling interests portion of depreciation and amortization and gain on consolidation of properties
(5,259)
(5,048)
(9,348)
(9,511)
Preferred distributions and dividends
(1,313)
(1,313)
(2,626)
(2,626)
FFO of the Operating Partnership
$
1,216,892
$ 746,474
$
2,150,843
$ 1,727,105
Diluted net income per share to diluted FFO per share reconciliation:
Diluted net income per share
$
1.88
$ 0.83
$
3.24
$ 2.26
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from
unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests
portion of depreciation and amortization
1.36
1.27
2.72
2.57
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
0.02
(0.25)
0.02
Unrealized (gains) losses in fair value of equity instruments
0.01
0.05
Diluted FFO per share
$
3.24
$ 2.12
$
5.72
$ 4.90
Details for per share calculations:
FFO of the Operating Partnership
$
1,216,892
$ 746,474
$
2,150,843
$ 1,727,105
Diluted FFO allocable to unitholders
(153,089)
(98,537)
(270,684)
(228,166)
Diluted FFO allocable to common stockholders
$
1,063,803
$ 647,937
$
1,880,159
$ 1,498,939
Basic and Diluted weighted average shares outstanding
328,594
305,882
328,555
306,193
Weighted average limited partnership units outstanding
47,281
46,528
47,301
46,608
Basic and Diluted weighted average shares and units outstanding
375,875
352,410
375,856
352,801
Basic and Diluted FFO per Share
$
3.24
$ 2.12
$
5.72
$ 4.90
Percent Change
52.8%
16.7%
 
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EARNINGS RELEASE
Simon Property Group, Inc.
Footnotes to Unaudited Financial Information
Notes:
(A)
Excess investment represents the unamortized difference of our investment over equity in the underlying net assets of the related partnerships and joint ventures shown therein. The Company generally amortizes excess investment over the life of the related assets.
(B)
The Unaudited Joint Venture Combined Statements of Operations do not include any operations or our share of net income or excess investment amortization related to our investments in Klépierre and TRG. Amounts included in Footnote D below exclude our share of related activity for our investments in Klépierre and TRG. For further information on Klépierre, reference should be made to financial information in Klépierre’s public filings and additional discussion and analysis in our Form 10-K.
(C)
This report contains measures of financial or operating performance that are not specifically defined by GAAP, including FFO and FFO per share. FFO is a performance measure that is standard in the REIT business. We believe FFO provides investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.
We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement. Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate. Gains and losses of assets incidental to our main business are included in FFO. We determine FFO to be our share of consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.
(D)
Includes our share of:
 – 
Gains on land sales of  $0.9 million and $1.1 million for the three months ended June 30, 2021 and 2020, respectively, and $1.6 million and $6.3 million for the six months ended June 30, 2021 and 2020, respectively.
 – 
Straight-line adjustments (decreased) increased income by ($5.9) million and ($2.6) million for the three months ended June 30, 2021 and 2020, respectively, and ($15.0) million and $9.4 million for the six months ended June 30, 2021 and 2020, respectively.
 – 
Amortization of fair market value of leases from acquisitions (decreased) increased income by ($0.2) million and $1.1 million for the three months ended June 30, 2021 and 2020, respectively, and ($0.4) million and $2.4 million for the six months ended June 30, 2021 and 2020, respectively.
 
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OVERVIEW
THE COMPANY
Simon Property Group, Inc. (NYSE:SPG) is a self-administered and self-managed real estate investment trust (“REIT”). Simon Property Group, L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In this package, the terms Simon, we, our, or the Company refer to Simon Property Group, Inc., the Operating Partnership, and its subsidiaries. We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, The Mills®, and International Properties. At June 30, 2021, we owned or had an interest in 234 properties comprising 190 million square feet in North America, Asia and Europe. We also owned an 80% interest in The Taubman Realty Group, or TRG, which owns 24 regional, super-regional, and outlet malls in the U.S. and Asia. Additionally, at June 30, 2021, we had a 22.4% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 15 European countries.
This package was prepared to provide operational and balance sheet information as of June 30, 2021 for the Company and the Operating Partnership.
Certain statements made in this Supplemental Package may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic and governmental restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the intensely competitive market environment in the retail industry, including e-commerce; an increase in vacant space at our properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest; the transition of LIBOR to an alternative reference rate; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; environmental liabilities; natural disasters; the availability of comprehensive insurance coverage; the potential for terrorist activities; security breaches that could compromise our information technology or infrastructure; and the loss of key management personnel. We discuss these and other risks and uncertainties under the heading “Risk Factors” in our annual and quarterly periodic reports filed with the SEC. We may update that discussion in subsequent other periodic reports, but, except as required by law, we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
Any questions, comments or suggestions regarding this Supplemental Information should be directed to Tom Ward, Senior Vice President of Investor Relations (tom.ward@simon.com or 317.685.7330).
 
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OVERVIEW
STOCK INFORMATION
The Company’s common stock and one series of preferred stock are traded on the New York Stock Exchange under the following symbols:
Common Stock SPG
8.375% Series J Cumulative
Redeemable Preferred

SPGPrJ
CREDIT RATINGS
Standard & Poor’s
Corporate A- (Stable Outlook)
Senior Unsecured A- (Stable Outlook)
Commercial Paper A2 (Stable Outlook)
Preferred Stock BBB (Stable Outlook)
Moody’s
Senior Unsecured A3 (Stable Outlook)
Commercial Paper P2 (Stable Outlook)
Preferred Stock Baa1 (Stable Outlook)
SENIOR UNSECURED DEBT COVENANTS (1)
Required
Actual
Compliance
Total Debt to Total Assets (1)
≤65%
49%
Yes
Total Secured Debt to Total Assets (1)
≤50%
22%
Yes
Fixed Charge Coverage Ratio
>1.5X
4.2X
Yes
Total Unencumbered Assets to Unsecured Debt
≥125%
208%
Yes
(1)
Covenants for indentures dated June 7, 2005 and later. Total Assets are calculated in accordance with the indenture and essentially represent net operating income (NOI) divided by a 7.0% capitalization rate plus the value of other assets at cost.
 
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SELECTED FINANCIAL AND EQUITY INFORMATION
(In thousands, except as noted)
THREE MONTHS ENDED
JUNE 30,
SIX MONTHS ENDED
JUNE 30,
2021
2020
2021
2020
Financial Highlights
Total Revenue – Consolidated Properties $ 1,254,146 $ 1,062,041 $   2,494,097 $   2,415,401
Consolidated Net Income $ 705,869 $ 290,548 $ 1,216,329 $ 795,952
Net Income Attributable to Common Stockholders $ 617,257 $ 254,213 $ 1,063,117 $ 691,818
Basic and Diluted Earnings per Common Share (EPS) $ 1.88 $ 0.83 $ 3.24 $ 2.26
Funds from Operations (FFO) of the Operating Partnership $ 1,216,892 $ 746,474 $ 2,150,843 $ 1,727,105
Basic and Diluted FFO per Share (FFOPS) $ 3.24 $ 2.12 $ 5.72 $ 4.90
Declared Dividends/Distributions per Share/Unit $ 1.40 $ 1.30 $ 2.70 $ 3.40
AS OF
JUNE 30,
2021
AS OF
DECEMBER 31,
2020
Stockholders’ Equity Information
Limited Partners’ Units Outstanding at end of period 47,263 47,322
Common Shares Outstanding at end of period 328,619 328,502
Total Common Shares and Limited Partnership Units Outstanding at end of period 375,882 375,824
Weighted Average Limited Partnership Units Outstanding 47,301 46,544
Weighted Average Common Shares Outstanding:
Basic and Diluted – for purposes of EPS and FFOPS
328,555 308,738
Equity Market Capitalization
Common Stock Price at end of period $ 130.48 $ 85.28
Common Equity Capitalization, including Limited Partnership Units $ 49,045,125 $ 32,050,239
Preferred Equity Capitalization, including Limited Partnership Preferred Units 81,188 81,762
Total Equity Market Capitalization $ 49,126,313 $ 32,132,001
 
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NET OPERATING INCOME (NOI) COMPOSITION (1)
For the Six Months Ended June 30, 2021
[MISSING IMAGE: tm2122605d2-pc_netoperpn.jpg]
(1)
Based on our share of total NOI and does not reflect any property, entity or corporate-level debt.
(2)
Includes TRG.
(3)
Includes Klépierre, international Premium Outlets and international Designer Outlets.
(4)
Includes Lifestyle Centers.
 
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Net Operating Income Overview (1)
(In thousands)
For the Three Months
Ended June 30,
% Growth
For the Six Months
Ended June 30,
% Growth
2021
2020
2021
2020
Domestic Property NOI (2) $ 1,294,584 $ 1,141,638 13.4 % $ 2,548,818 $ 2,510,376 1.5 %
TRG NOI 190,077 373,077
International Properties (3) 101,932 56,183 202,250 166,039
Portfolio NOI $ 1,586,593 $ 1,197,821 32.5 % $ 3,124,145 $ 2,676,415 16.7 %
Our share of NOI from Investments (4) 43,331 54,409 84,961 106,692
Our share of NOI from Retailer Investments (5) 195,824 (15,549) 199,356 (39,223)
Corporate and Other NOI Sources (6) 51,925 64,414 119,165 136,431
Combined NOI $ 1,877,673 $ 1,301,095 $ 3,527,627 $ 2,880,315
Less: Joint Venture Partners’ Share of NOI 340,815 224,462 669,077 496,089
Our Share of Total NOI $ 1,536,858 $ 1,076,633 $ 2,858,550 $ 2,384,226
(1)
All amounts are presented at gross values unless otherwise indicated as our share. See reconciliation on following page.
(2)
Includes all properties in North America (4 in Canada and 2 in Mexico).
(3)
Includes 26 International Premium Outlets and Designer Outlets outside North America at constant currency.
(4)
Includes our share of NOI of Klépierre at constant currency.
(5)
Includes our share of NOI of our retailer investments.
(6)
Includes income components excluded from Portfolio NOI and Domestic Property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), unrealized and realized gains/losses on non-real estate related equity instruments, Simon management company revenues, and other assets.
 
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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(In thousands, except as noted)
RECONCILIATION OF NET INCOME TO NOI
THREE MONTHS ENDED
JUNE 30,
SIX MONTHS ENDED
JUNE 30,
2021
2020
2021
2020
Reconciliation of NOI of consolidated entities:
Consolidated Net Income
$
705,869
$ 290,548
$
1,216,329
$ 795,952
Income and other tax expense (benefit)
47,003
(62)
41,105
(5,845)
Interest expense
200,419
197,061
402,435
384,688
Loss on extinguishment of debt
2,959
Income from unconsolidated entities
(348,545)
(44,322)
(363,614)
(94,787)
Unrealized (gains) losses in fair value of equity instruments
(23)
(202)
3,177
18,846
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in
unconsolidated entities and impairment, net
7,845
(93,057)
6,883
Operating Income Before Other Items
604,723
450,868
1,209,334
1,105,737
Depreciation and amortization
315,732
324,140
631,470
652,402
Home and regional office costs
47,699
36,090
83,698
90,460
General and administrative
7,254
7,296
13,830
14,190
NOI of consolidated entities
$
975,408
$ 818,394
$
1,938,332
$ 1,862,789
Reconciliation of NOI of unconsolidated entities:
Net Income
$
183,514
$ 95,249
$
319,105
$ 277,477
Interest expense
152,447
152,409
298,644
309,050
Gain on sale or disposal of, or recovery on, assets and interested in unconsolidated entities, net
(33,371)
(33,371)
Operating Income Before Other Items
302,590
247,658
584,378
586,527
Depreciation and amortization
170,443
165,511
341,597
336,989
NOI of unconsolidated entities
$
473,033
$ 413,169
$
925,975
$ 923,516
Add: Gross NOI from TRG
190,077
373,077
Add: Our share of NOI from Klépierre and other corporate investments
239,155
69,532
290,243
94,010
Combined NOI
$
1,877,673
$ 1,301,095
$
3,527,627
$ 2,880,315
 
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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(In thousands, except as noted)
RECONCILIATION OF FFO OF THE OPERATING PARTNERSHIP TO FUNDS AVAILABLE FOR DISTRIBUTION (OUR SHARE)
THREE
MONTHS ENDED
JUNE 30, 2021
SIX
MONTHS ENDED
JUNE 30, 2021
FFO of the Operating Partnership
$ 1,216,892 $ 2,150,843
Non-cash impacts to FFO (1) (98,312) (76,280)
FFO of the Operating Partnership excluding non-cash impacts
1,118,580 2,074,563
Tenant allowances (43,418) (67,841)
Operational capital expenditures (12,165) (19,802)
Funds available for distribution $ 1,062,997 $ 1,986,920
(1)
Non-cash impacts to FFO of the Operating Partnership include:
THREE
MONTHS ENDED
JUNE 30, 2021
SIX
MONTHS ENDED
JUNE 30, 2021
Deductions:
Fair value of debt amortization
(97) (227)
Klépierre deferred tax liability gain
(118,428) (118,428)
Additions:
Straight-line lease loss
5,934 15,021
Fair market value of lease amortization
223 433
Stock based compensation expense
6,577 12,630
Mortgage, financing fee and terminated swap amortization expense
7,479 14,291
$ (98,312) $ (76,280)
This report contains measures of financial or operating performance that are not specifically defined by generally accepted accounting principles (GAAP) in the United States, including FFO, FFO per share, funds available for distribution, net operating income (NOI), domestic portfolio NOI and portfolio NOI. FFO and NOI are performance measures that are standard in the REIT business. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.
The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of other non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on Reconciliations of Non-GAAP Financial Measures and in the Earnings Release for the latest period.
 
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OTHER INCOME, OTHER EXPENSE AND CAPITALIZED INTEREST
(In thousands)
THREE MONTHS ENDED
JUNE 30,
SIX MONTHS ENDED
JUNE 30,
Consolidated Properties
2021
2020
2021
2020
Other Income
Interest, dividend and distribution income (1) $ 3,217 $ 5,203 $ 6,708 $ 9,777
Lease settlement income 11,444 2,716 49,042 5,358
Gains on land sales 940 1,165 1,637 6,374
Other (2) 53,659 18,412 81,469 67,949
Totals $ 69,260 $ 27,496 $ 138,856 $ 89,458
Other Expense
Ground leases $ 10,870 $ 9,174 $ 22,027 $ 20,040
Professional fees and other 18,499 19,863 30,899 36,838
Totals $ 29,369 $ 29,037 $ 52,926 $ 56,878
THREE MONTHS ENDED
JUNE 30,
SIX MONTHS ENDED
JUNE 30,
2021
2020
2021
2020
Capitalized Interest
Interest Capitalized during the Period:
Our Share of Consolidated Properties
$ 10,358 $ 3,340 $ 16,021 $ 12,899
Our Share of Joint Venture Properties
$ 447 $ 220 $ 856 $ 571
(1)
Includes distributions from other international investments and preferred unit distributions from TRG.
(2)
Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues, gains on sale of non-retail investments, non-real estate investments, insurance proceeds from business interruption and other miscellaneous income items.
 
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U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION (1)
AS OF JUNE 30,
2021
2020
Total Number of Properties
164
168
Total Square Footage of Properties (in millions)
138.7
142.4
Ending Occupancy (2):
Consolidated Assets 91.8% 93.0%
Unconsolidated Assets 91.6% 92.7%
Total Portfolio 91.8% 92.9%
Base Minimum Rent PSF (3):
Consolidated Assets $  53.51 $  54.10
Unconsolidated Assets $  59.33 $  61.48
Total Portfolio $ 55.03 $ 56.02
Open / Close Spread
RENT PSF
(BASE MINIMUM RENT & CAM)
SQUARE
FOOTAGE
OF OPENINGS
AVERAGE
OPENING RATE
PSF (4)
AVERAGE
CLOSING RATE
PSF (4)
LEASING
SPREAD (4)
SPREAD TO
CLOSE %
6/30/21
6,962,429 $ 53.84 $ 68.84 $ (15.00) -21.8 %
3/31/21
4,961,794 $ 60.10 $ 69.56 $ (9.46) -13.6 %
12/31/20
5,023,608 $ 60.08 $ 64.49 $ (4.41) -6.8 %
6/30/20
6,593,808 $ 62.95 $ 63.21 $ (0.26) -0.4 %
3/31/20
7,948,232 $ 64.06 $ 61.26 $ 2.80 4.6 %
(1)
Does not include TRG portfolio.
(2)
Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation.
(3)
Base Minimum Rent PSF is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in Ending Occupancy as defined above.
(4)
The Open / Close Spread is a measure that compares opening and closing rates on all spaces and is not a space-by-space comparison. The Opening Rate is the initial cash Rent PSF for spaces leased during the trailing 12-month period, and includes new leases, renewals, amendments and relocations (including expansions and downsizings) if lease term is greater than one year. The Opening Rate does not include any estimates for variable lease income based on sales. The Closing Rate is the final cash Rent PSF as of the month the tenant terminates or closes. Rent PSF includes Base Minimum Rent and Common Area Maintenance (CAM) rents.
 
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THE MILLS AND INTERNATIONAL OPERATING INFORMATION (1)
AS OF JUNE 30,
2021
2020
The Mills
Total Number of Properties
14
14
Total Square Footage of Properties (in millions)
21.3
21.5
Ending Occupancy (2)
96.9%
95.3%
Base Minimum Rent PSF (3)
$33.31
$34.11
Leasing Spread PSF (4)
$ (6.75)
$ 9.11
Leasing Spread (Percentage Change) (4)
-14.2%
23.4%
International Properties (5)
Premium Outlets
Total Number of Properties
21
21
Total Square Footage of Properties (in millions)
8.3
8.2
Designer Outlets
Total Number of Properties
11
10
Total Square Footage of Properties (in millions)
2.8
2.6
Statistics for Premium Outlets in Japan (6)
Ending Occupancy
99.6%
99.3%
Base Minimum Rent PSF
¥5,492
¥5,339
(1)
Does not include TRG portfolio.
(2)
See footnote 2 on U.S. Malls and Premium Outlets Operating Information for definition, except Ending Occupancy is calculated on all company owned space.
(3)
See footnote 3 on U.S. Malls and Premium Outlets Operating Information for definition.
(4)
See footnote 4 on U.S. Malls and Premium Outlets Operating Information for definition.
(5)
Includes all international properties.
(6)
Information supplied by the managing venture partner; includes 9 properties.
 
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U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS (1)(2)
YEAR
Number of
Leases
Expiring
Square Feet
Avg. Base
Minimum
Rent PSF
at 6/30/21
Percentage of
Gross Annual
Rental
Revenues (3)
Inline Stores and Freestanding
Month to Month Leases 599 2,035,587 $ 61.38 2.3 %
2021 (7/1/21 – 12/31/21) 614 1,792,025 $ 54.59 1.7 %
2022 2,860 10,712,144 $ 50.93 10.2 %
2023 2,453 9,852,185 $ 58.07 9.7 %
2024 2,005 8,189,715 $ 56.57 8.7 %
2025 1,481 5,987,571 $ 63.46 7.3 %
2026 1,421 5,455,148 $ 58.05 5.9 %
2027 829 3,414,556 $ 65.97 4.2 %
2028 687 3,106,439 $ 65.06 3.8 %
2029 635 2,685,446 $ 70.96 3.4 %
2030 435 2,003,777 $ 67.11 2.4 %
2031 151 1,099,939 $ 47.10 0.9 %
2032 and Thereafter 395 1,791,494 $ 47.14 1.7 %
Specialty Leasing Agreements w/ terms in excess of 12 months 2,350 6,217,429 $ 17.00 2.0 %
Anchors
Month to Month Leases 1 138,409 $ 1.18 0.0 %
2021 (7/1/21 – 12/31/21)
2022 6 832,954 $ 3.08 0.1 %
2023 15 1,879,322 $ 4.87 0.2 %
2024 16 1,465,287 $ 8.05 0.2 %
2025 17 1,676,634