Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

​

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SIMON PROPERTY GROUP, INC.

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Delaware**(Simon Property Group, Inc.)Delaware(Simon Property Group, L.P.)** (State or other jurisdiction of incorporation or organization)001-14469**(Simon Property Group, Inc.)001-36110(Simon Property Group, L.P.)** (Commission File No.)04-6268599**(Simon Property Group, Inc.)34-1755769(Simon Property Group, L.P.)** (I.R.S. Employer Identification No.)
225 West Washington StreetIndianapolis, Indiana 46204 (Address of principal executive offices)
(317) 636-1600 (Registrant’s telephone number, including area code)

​

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

​​​​​​​
​Title of each classTrading SymbolsName of each exchange on which registered
Simon Property Group, Inc.​Common stock, $0.0001 par value​SPG​New York Stock Exchange
Simon Property Group, Inc.​83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value​SPGJ​New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

​​
Simon Property Group, Inc. Yes ⌧ No ◻Simon Property Group, L.P. Yes ⌧ No ◻

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

​​
Simon Property Group, Inc. Yes ⌧ No ◻Simon Property Group, L.P. Yes ⌧ No ◻

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Simon Property Group, Inc.:​​​
Large accelerated filer ⌧Accelerated filer ◻Non-accelerated filer ◻Smaller reporting company ◻
​​​​ Emerging growth company ◻
​​​​
Simon Property Group, L.P.:​​​
Large accelerated filer ◻Accelerated filer ◻Non-accelerated filer ⌧Smaller reporting company ◻
​​​​ 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.

​Simon Property Group, Inc. ◻​Simon Property Group, L.P. ◻

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

​Simon Property Group, Inc. Yes ◻ No ⌧​Simon Property Group, L.P. Yes ◻ No ⌧

As of March 31, 2025, Simon Property Group, Inc. had 326,417,039 shares of common stock, par value $0.0001 per share, and 8,000 shares of Class B common stock, par value $0.0001 per share, outstanding. Simon Property Group, L.P. has no common stock outstanding.

​

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2025 of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Simon” mean Simon Property Group, Inc. and references to the “Operating Partnership” mean Simon Property Group, L.P. References to “we,” “us” and “our” mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.

Simon is a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through the Operating Partnership, Simon’s majority-owned partnership subsidiary, for which Simon is the general partner. As of March 31, 2025, Simon owned an approximate 86.6% ownership interest in the Operating Partnership, with the remaining 13.4% ownership interest owned by limited partners. As the sole general partner of the Operating Partnership, Simon has exclusive control of the Operating Partnership’s day-to-day management.

We operate Simon and the Operating Partnership as one business. The management of Simon consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, Simon consolidates the Operating Partnership for financial reporting purposes, and Simon has no material assets or liabilities other than its investment in the Operating Partnership. Therefore, the assets and liabilities of Simon and the Operating Partnership are the same on their respective financial statements.

We believe that combining the quarterly reports on Form 10-Q of Simon and the Operating Partnership into this single report provides the following benefits:

●enhances investors’ understanding of Simon and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
●eliminates duplicative disclosure and provides a more streamlined presentation since substantially all of the disclosure in this report applies to both Simon and the Operating Partnership; and
●creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important for investors to understand the few differences between Simon and the Operating Partnership in the context of how we operate as a consolidated company. The primary difference is that Simon itself does not conduct business, other than acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. In addition, Simon itself does not incur any indebtedness, as all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership.

The Operating Partnership holds, directly or indirectly, substantially all of our assets, including our ownership interests in our joint ventures. The Operating Partnership conducts substantially all of our business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by Simon, which are contributed to the capital of the Operating Partnership in exchange for, in the case of common stock issuances by Simon, common units of partnership interest in the Operating Partnership, or units, or, in the case of preferred stock issuances by Simon, preferred units of partnership interest in the Operating Partnership, or preferred units, the Operating Partnership, directly or indirectly, generates the capital required by our business through its operations, the incurrence of indebtedness, proceeds received from the disposition of certain properties and joint ventures and the issuance of units or preferred units to third parties.

The presentation of stockholders’ equity, partners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Simon and those of the Operating Partnership. The differences between stockholders’ equity and partners’ equity result from differences in the equity issued at the Simon and Operating Partnership levels. The units held by limited partners in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements and as noncontrolling interests in Simon’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in Simon’s financial statements include the same noncontrolling interests at the Operating Partnership level and, as previously stated, the units held by limited partners of the Operating Partnership. Although classified differently, total equity of Simon and the Operating Partnership is the same.

To help investors understand the differences between Simon and the Operating Partnership, this report provides:

●separate consolidated financial statements for Simon and the Operating Partnership;
●a single set of condensed notes to such consolidated financial statements that includes separate discussions of noncontrolling interests and stockholders’ equity or partners’ equity, accumulated other comprehensive income (loss) and per share and per unit data, as applicable;
●a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity; and
●separate Part II, Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities sections related to each entity.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Simon and the Operating Partnership in order to establish that the requisite certifications have been made and that Simon and the Operating Partnership are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of Simon and the Operating Partnership in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

In order to highlight the differences between Simon and the Operating Partnership, the separate sections in this report for Simon and the Operating Partnership specifically refer to Simon and the Operating Partnership. In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to actions or holdings of Simon and the Operating Partnership as being “our” actions or holdings. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through the Operating Partnership.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Form 10-Q

INDEX

​​​Page
Part I — Financial Information​​
​​​​​
​Item 1.Consolidated Financial Statements of Simon Property Group, Inc. (Unaudited)​​
​​Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024​5
​​Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2025 and 2024​6
​​Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024​7
​​Consolidated Statements of Equity at March 31, 2025 and 2024​8
​​​​​
​​Consolidated Financial Statements of Simon Property Group, L.P. (Unaudited)​​
​​Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024​10
​​Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2025 and 2024​11
​​Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024​12
​​Consolidated Statements of Equity at March 31, 2025 and 2024​13
​​​​​
​​Condensed Notes to Consolidated Financial Statements​15
​Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations​39
​Item 3.Qualitative and Quantitative Disclosures About Market Risk​51
​Item 4.Controls and Procedures​52
​​​
Part II — Other Information​​
​​​​​
​Item 1.Legal Proceedings​53
​Item 1A.Risk Factors​53
​Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities​53
​Item 3.Defaults Upon Senior Securities​53
​Item 4.Mine Safety Disclosures​53
​Item 5.Other Information​54
​Item 6.Exhibits​55
​​​
Signatures​56

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Simon Property Group, Inc.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

​​​​​​​
​March 31,December 31,
​20252024
ASSETS:​​​​​​
Investment properties, at cost​$40,837,785​$40,242,392
Less - accumulated depreciation​19,296,503​19,047,078
​​21,541,282​21,195,314
Cash and cash equivalents​1,380,008​1,400,345
Tenant receivables and accrued revenue, net​779,888​796,513
Investment in TRG, at equity​3,015,484​3,069,297
Investment in Klépierre, at equity​1,398,028​1,384,267
Investment in other unconsolidated entities, at equity​​2,554,065​​2,670,739
Right-of-use assets, net​​517,531​​519,607
Deferred costs and other assets​1,314,857​1,369,609
Total assets​$32,501,143​$32,405,691
LIABILITIES:​​​​​​
Mortgages and unsecured indebtedness​$24,753,200​$24,264,495
Accounts payable, accrued expenses, intangibles, and deferred revenues​1,487,366​1,712,465
Cash distributions and losses in unconsolidated entities, at equity​1,729,919​1,680,431
Dividend payable​​1,736​​2,410
Lease liabilities​​518,174​​520,283
Other liabilities​743,173​626,155
Total liabilities​29,233,568​28,806,239
Commitments and contingencies​​​​​​
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests​241,766​184,729
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 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847​40,696​40,778
Common stock, $0.0001 par value, 511,990,000 shares authorized, 343,062,397 and 342,945,839 issued and outstanding, respectively​33​33
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding​—​—
Capital in excess of par value​11,594,691​11,583,051
Accumulated deficit​(6,709,618)​(6,382,515)
Accumulated other comprehensive loss​(219,745)​(193,026)
Common stock held in treasury, at cost, 16,645,358 and 16,675,701 shares, respectively​(2,100,482)​(2,106,396)
Total stockholders’ equity​2,605,575​2,941,925
Noncontrolling interests​420,234​472,798
Total equity​3,025,809​3,414,723
Total liabilities and equity​$32,501,143​$32,405,691

​

The accompanying notes are an integral part of these statements.

​

Simon Property Group, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
REVENUE:​​​​​​
Lease income​$1,367,428​$1,302,671
Management fees and other revenues​33,792​29,455
Other income​71,792​110,464
Total revenue​1,473,012​1,442,590
EXPENSES:​​​​​​
Property operating​136,821​126,114
Depreciation and amortization​328,051​307,369
Real estate taxes​107,452​109,210
Repairs and maintenance​30,142​25,728
Advertising and promotion​34,257​28,081
Home and regional office costs​65,066​60,723
General and administrative​12,629​9,132
Other​30,978​41,053
Total operating expenses​745,396​707,410
OPERATING INCOME BEFORE OTHER ITEMS​727,616​735,180
Interest expense​(226,995)​(230,623)
(Loss) gain due to disposal, exchange, or revaluation of equity interests, net (Note 6)​​(23,992)​​414,769
Income and other tax benefit (expense)​7,637​(47,603)
Income (loss) from unconsolidated entities​30,359​(34,342)
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​(36,765)​​(7,192)
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net​—​10,966
CONSOLIDATED NET INCOME​​477,860​​841,155
Net income attributable to noncontrolling interests​63,327​108,619
Preferred dividends​834​834
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS​$413,699​$731,702
BASIC AND DILUTED EARNINGS PER COMMON SHARE:​​​​​​
Net income attributable to common stockholders​$1.27​$2.25
​​​​​​​
Consolidated Net Income​$477,860​$841,155
Unrealized (loss) gain on derivative hedge agreements​(13,833)​27,744
Net gain reclassified from accumulated other comprehensive loss into earnings​(1,455)​(1,611)
Currency translation adjustments​(16,640)​(17,429)
Changes in available-for-sale securities and other​1,098​(626)
Comprehensive income​447,030​849,233
Comprehensive income attributable to noncontrolling interests​59,216​109,705
Comprehensive income attributable to common stockholders​$387,814​$739,528

​

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
CASH FLOWS FROM OPERATING ACTIVITIES:​​​​​​
Consolidated Net Income​$477,860​$841,155
Adjustments to reconcile consolidated net income to net cash provided by operating activities​​​​​​
Depreciation and amortization​355,647​324,762
Gain on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net​—​(10,966)
Loss (gain) due to disposal, exchange, or revaluation of equity interests, net​​23,992​​(414,769)
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​36,765​​7,192
Straight-line lease (income) loss​(1,682)​3,849
Equity in income of unconsolidated entities​(30,359)​34,342
Distributions of income from unconsolidated entities​108,263​73,341
Changes in assets and liabilities​​​​​​
Tenant receivables and accrued revenue, net​35,093​30,426
Deferred costs and other assets​48,189​(3,392)
Accounts payable, accrued expenses, intangibles, deferred revenues and other​(226,550)​(112,837)
Net cash provided by operating activities​827,218​773,103
CASH FLOWS FROM INVESTING ACTIVITIES:​​​​​​
Acquisitions​(392,388)​—
Funding of loans to related parties​—​(106,000)
Repayments of loans to related parties​7,018​4,083
Capital expenditures, net​(230,201)​(162,974)
Cash impact from the consolidation of properties​25,281​10,454
Investments in unconsolidated entities​(5,763)​(27,923)
Purchase of short-term investments​​—​​(600,000)
Proceeds from redemption of short-term investments​​—​​300,000
Purchase of equity instruments​(12,874)​(626)
Proceeds from sale of equity instruments​85,215​1,152,180
Distributions of capital from unconsolidated entities and other​145,846​124,177
Net cash (used in) provided by investing activities​(377,866)​693,371
CASH FLOWS FROM FINANCING ACTIVITIES:​​​​​​
Proceeds from sales of common stock and other, net of transaction costs​(82)​(82)
Purchase of shares related to stock grant recipients' tax withholdings​​(1,588)​​(4,438)
Redemption of limited partner units​(6,335)​(40,716)
Distributions to noncontrolling interest holders in properties​(1,928)​(6,571)
Contributions from noncontrolling interest holders in properties​2,622​1,734
Preferred distributions of the Operating Partnership​(291)​(432)
Preferred dividends and distributions to stockholders​(686,102)​(636,453)
Distributions to limited partners​(106,934)​(95,349)
Proceeds from issuance of debt, net of transaction costs​857,079​67,890
Repayments of debt​(526,130)​(669,943)
Net cash used in financing activities​(469,689)​(1,384,360)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS​(20,337)​82,114
CASH AND CASH EQUIVALENTS, beginning of period​1,400,345​1,168,991
CASH AND CASH EQUIVALENTS, end of period​$1,380,008​$1,251,105

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The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​Accumulated​​​​Common​​​​
​​​​​​​​Other​Capital in​​​​Stock​​​​​​
​​Preferred​Common​Comprehensive​Excess of​Accumulated​Held in​Noncontrolling​Total
​StockStockIncome (Loss)Par ValueDeficitTreasuryinterestsEquity
December 31, 2024​$40,778​$33​$(193,026)​$11,583,051​$(6,382,515)​$(2,106,396)​$472,798​$3,414,723​
Exchange of limited partner units (116,558 common shares, note 8)​​​​​​​​​​922​​​​​​​(922)​—​
Series J preferred stock premium amortization​​(82)​​​​​​​​​​​​​​​​​​​​(82)​
Stock incentive program (39,949 common shares)​​​​​​​​​​​(7,502)​​​​​7,502​​​​​—​
Redemption of limited partner units (36,291 units)​​​​​​​​​​​(6,048)​​​​​​​​(287)​​(6,335)​
Amortization of stock incentive​​​​​​​​​​​7,300​​​​​​​​​​​7,300​
Long-term incentive performance units​​​​​​​​​​​​​​​​​​​​12,042​​12,042​
Issuance of unit equivalents and other (9,606 common shares repurchased)​​​​​​​​​​​(1)​​(55,534)​​(1,588)​471​(56,652)​
Unrealized loss on hedging activities​​​​​​​​(11,964)​​​​​​​​​​​(1,869)​​(13,833)​
Currency translation adjustments​​​​​​​​(14,447)​​​​​​​​​​​(2,193)​​(16,640)​
Changes in available-for-sale securities and other​​​​​​​​951​​​​​​​​​​​147​​1,098​
Net gain reclassified from accumulated other comprehensive loss into earnings​​​​​​​​(1,259)​​​​​​​​​​​(196)​​(1,455)​
Other comprehensive income (loss)​​​​​​​​(26,719)​​​​​​​​​​​(4,111)​​(30,830)​
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership​​​​​​​​​​16,969​​​​​​​(16,969)​—​
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests​​​​​​​​​​​​​(686,102)​​​​(106,934)​(793,036)​
Distributions to other noncontrolling interest partners​​​​​​​​​​​​​​​​​​​(693)​​(693)​
Net income, excluding $292 attributable to preferred interests in the Operating Partnership and a $1,804 loss attributable to noncontrolling redeemable interests in properties​​​​​​​​​​​​414,533​​​​64,839​479,372​
March 31, 2025​$40,696​$33​$(219,745)​$11,594,691​$(6,709,618)​$(2,100,482)​$420,234​$3,025,809​

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The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​Accumulated​​​​Common​​​​
​​​​​​​​Other​Capital in​​​​Stock​​​​​​
​​Preferred​Common​Comprehensive​Excess of​Accumulated​Held in​Noncontrolling​Total
​StockStockIncome (Loss)Par ValueDeficitTreasuryinterestsEquity
December 31, 2023​$41,106​$33​$(172,787)​$11,406,236​$(6,095,576)​$(2,156,178)​$468,815​$3,491,649
Series J preferred stock premium amortization​​(82)​​​​​​​​​​​​​​​​​​​​(82)
Stock incentive program (54,075 common shares)​​​​​​​​​​​(8,234)​​​​​8,234​​​​​—
Redemption of limited partner units (279,350 units)​​​​​​​​​​​(38,160)​​​​​​​​(2,556)​​(40,716)
Amortization of stock incentive​​​​​​​​​​​5,118​​​​​​​​​​​5,118
Long-term incentive performance units​​​​​​​​​​​​​​​​​​​​4,765​​4,765
Issuance of unit equivalents and other (30,771 common shares repurchased)​​​​​​​​​​​(1)​​11,979​​(4,438)​(252)​7,288
Unrealized gain on hedging activities​​​​​​​​24,138​​​​​​​​​​​3,606​​27,744
Currency translation adjustments​​​​​​​​(15,201)​​​​​​​​​​​(2,228)​​(17,429)
Changes in available-for-sale securities and other​​​​​​​​(545)​​​​​​​​​​​(81)​​(626)
Net gain reclassified from accumulated other comprehensive loss into earnings​​​​​​​​(1,401)​​​​​​​​​​​(210)​​(1,611)
Other comprehensive income (loss)​​​​​​​​6,991​​​​​​​​​​​1,087​​8,078
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership​​​​​​​​​​5,781​​​​​​​(5,781)​—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests​​​​​​​​​​​​​(636,453)​​​​(95,349)​(731,802)
Distributions to other noncontrolling interest partners​​​​​​​​​​​​​​​​​​​(2,040)​​(2,040)
Net income, excluding $432 attributable to preferred interests in the Operating Partnership and a $1,615 loss attributable to noncontrolling redeemable interests in properties​​​​​​​​​​​​732,536​​​​109,802​842,338
March 31, 2024​$41,024​$33​$(165,796)​$11,370,740​$(5,987,514)​$(2,152,382)​$478,491​$3,584,596

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​

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)

​​​​​​​
​March 31,December 31,
​20252024
ASSETS:​​​​​​
Investment properties, at cost​$40,837,785​$40,242,392
Less — accumulated depreciation​19,296,503​19,047,078
​​21,541,282​21,195,314
Cash and cash equivalents​1,380,008​1,400,345
Tenant receivables and accrued revenue, net​779,888​796,513
Investment in TRG, at equity​3,015,484​3,069,297
Investment in Klépierre, at equity​1,398,028​1,384,267
Investment in other unconsolidated entities, at equity​​2,554,065​​2,670,739
Right-of-use assets, net​​517,531​​519,607
Deferred costs and other assets​1,314,857​1,369,609
Total assets​$32,501,143​$32,405,691
LIABILITIES:​​​​​​
Mortgages and unsecured indebtedness​$24,753,200​$24,264,495
Accounts payable, accrued expenses, intangibles, and deferred revenues​1,487,366​1,712,465
Cash distributions and losses in unconsolidated entities, at equity​1,729,919​1,680,431
Distribution payable​​1,736​​2,410
Lease liabilities​​518,174​​520,283
Other liabilities​743,173​626,155
Total liabilities​29,233,568​28,806,239
Commitments and contingencies​​​​​​
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests​241,766​184,729
EQUITY:​​​​​​
Partners’ Equity​​​​​​
Preferred units, 796,948 units outstanding. Liquidation value of $39,847​40,696​40,778
General Partner, 326,425,039 and 326,278,138 units outstanding, respectively​2,564,879​2,901,147
Limited Partners, 50,714,240 and 50,759,627 units outstanding, respectively​398,486​451,339
Total partners’ equity​3,004,061​3,393,264
Nonredeemable noncontrolling interests in properties, net​21,748​21,459
Total equity​3,025,809​3,414,723
Total liabilities and equity​$32,501,143​$32,405,691

​

The accompanying notes are an integral part of these statements.

​

Simon Property Group, L.P.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)

​​​​​​​
​​For the Three Months Ended
​​March 31,
​​2025​2024
REVENUE:​​​​
Lease income​$1,367,428​$1,302,671
Management fees and other revenues​33,792​29,455
Other income​71,792​110,464
Total revenue​1,473,012​1,442,590
EXPENSES:​​​​​​
Property operating​136,821​126,114
Depreciation and amortization​328,051​307,369
Real estate taxes​107,452​109,210
Repairs and maintenance​30,142​25,728
Advertising and promotion​34,257​28,081
Home and regional office costs​65,066​60,723
General and administrative​12,629​9,132
Other​30,978​41,053
Total operating expenses​745,396​707,410
OPERATING INCOME BEFORE OTHER ITEMS​727,616​735,180
Interest expense​(226,995)​(230,623)
(Loss) gain due to disposal, exchange, or revaluation of equity interests, net (Note 6)​​(23,992)​​414,769
Income and other tax benefit (expense)​7,637​(47,603)
Income (loss) from unconsolidated entities​30,359​(34,342)
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​(36,765)​​(7,192)
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net​—​10,966
CONSOLIDATED NET INCOME​477,860​841,155
Net loss attributable to noncontrolling interests​(1,292)​(1,470)
Preferred unit requirements​1,126​1,266
NET INCOME ATTRIBUTABLE TO UNITHOLDERS​$478,026​$841,359
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:​​​​​​
General Partner​$413,699​$731,702
Limited Partners​64,327​109,657
Net income attributable to unitholders​$478,026​$841,359
BASIC AND DILUTED EARNINGS PER UNIT:​​​​​​
Net income attributable to unitholders​$1.27​$2.25
​​​​​​​
Consolidated Net Income​$477,860​$841,155
Unrealized (loss) gain on derivative hedge agreements​(13,833)​27,744
Net gain reclassified from accumulated other comprehensive loss into earnings​(1,455)​(1,611)
Currency translation adjustments​(16,640)​(17,429)
Changes in available-for-sale securities and other​1,098​(626)
Comprehensive income​447,030​849,233
Comprehensive income loss attributable to noncontrolling interests​512​145
Comprehensive income attributable to unitholders​$446,518​$849,088

​

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
CASH FLOWS FROM OPERATING ACTIVITIES:​​​​
Consolidated Net Income​$477,860​$841,155
Adjustments to reconcile consolidated net income to net cash provided by operating activities​​​​​​
Depreciation and amortization​355,647​324,762
Gain on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net​—​(10,966)
Loss (gain) due to disposal, exchange, or revaluation of equity interests, net​​23,992​​(414,769)
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​36,765​​7,192
Straight-line lease (income) loss​(1,682)​3,849
Equity in income of unconsolidated entities​(30,359)​34,342
Distributions of income from unconsolidated entities​108,263​73,341
Changes in assets and liabilities​​​​​​
Tenant receivables and accrued revenue, net​35,093​30,426
Deferred costs and other assets​48,189​(3,392)
Accounts payable, accrued expenses, intangibles, deferred revenues and other​(226,550)​(112,837)
Net cash provided by operating activities​827,218​773,103
CASH FLOWS FROM INVESTING ACTIVITIES:​​​​​​
Acquisitions​(392,388)​—
Funding of loans to related parties​​—​​(106,000)
Repayments of loans to related parties​7,018​4,083
Capital expenditures, net​(230,201)​(162,974)
Cash impact from the consolidation of properties​25,281​10,454
Investments in unconsolidated entities​(5,763)​(27,923)
Purchase of short-term investments​​—​​(600,000)
Proceeds from redemption of short-term investments​​—​​300,000
Purchase of equity instruments​(12,874)​(626)
Proceeds from sale of equity instruments​85,215​1,152,180
Distributions of capital from unconsolidated entities and other​145,846​124,177
Net cash (used in) provided by investing activities​(377,866)​693,371
CASH FLOWS FROM FINANCING ACTIVITIES:​​​​​​
Issuance of units and other​(82)​(82)
Purchase of units related to stock grant recipients' tax withholdings​(1,588)​(4,438)
Redemption of limited partner units​​(6,335)​​(40,716)
Distributions to noncontrolling interest holders in properties​(1,928)​(6,571)
Contributions from noncontrolling interest holders in properties​2,622​1,734
Partnership distributions​(793,327)​(732,234)
Mortgage and unsecured indebtedness proceeds, net of transaction costs​857,079​67,890
Mortgage and unsecured indebtedness principal payments​(526,130)​(669,943)
Net cash used in financing activities​(469,689)​(1,384,360)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS​(20,337)​82,114
CASH AND CASH EQUIVALENTS, beginning of period​1,400,345​1,168,991
CASH AND CASH EQUIVALENTS, end of period​$1,380,008​$1,251,105

​

The accompanying notes are an integral part of these statements.

​

​

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

​

​​​​​​​​​​​​​​​​
​PreferredSimon (ManagingLimitedNoncontrollingTotal
​​Units​General Partner)​Partners​interests​Equity
December 31, 2024​$40,778​$2,901,147​$451,339​$21,459​$3,414,723
Series J preferred stock premium and amortization​​(82)​​​​​​​​​​​(82)
Limited partner units exchanged to common units (116,558 units)​​​​922​(922)​​​​—
Stock incentive program (39,949 common units)​​​​​—​​​​​​​​—
Amortization of stock incentive​​​​​7,300​​​​​​​​7,300
Redemption of limited partner units (36,291 units)​​​​​(6,048)​​(287)​​​​​(6,335)
Long-term incentive performance units​​​​​​​12,042​​​​12,042
Issuance of unit equivalents and other (107,462 units and 9,606 common units)​​​(57,123)​1​470​(56,652)
Unrealized loss on hedging activities​​​​​(11,964)​​(1,869)​​​​​(13,833)
Currency translation adjustments​​​​​(14,447)​​(2,193)​​​​​(16,640)
Changes in available-for-sale securities and other​​​​​951​​147​​​​​1,098
Net gain reclassified from accumulated other comprehensive loss into earnings​​​​​(1,259)​​(196)​​​​​(1,455)
Other comprehensive income (loss)​​​​​(26,719)​​(4,111)​​​​​(30,830)
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership​​​​16,969​(16,969)​​​​—
Distributions, excluding distributions on preferred interests classified as temporary equity​(834)​(685,268)​(106,934)​(693)​(793,729)
Net income, excluding preferred distributions on temporary equity preferred units of $292 and a $1,804 loss attributable to noncontrolling redeemable interests in properties​834​413,699​64,327​512​479,372
March 31, 2025​$40,696​$2,564,879​$398,486​$21,748​$3,025,809

​

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)

​

​​​​​​​​​​​​​​​​
​PreferredSimon (ManagingLimitedNoncontrollingTotal
​​Units​General Partner)​Partners​interests​Equity
December 31, 2023​$41,106​$2,981,728​$447,494​$21,321​$3,491,649
Series J preferred stock premium and amortization​​(82)​​​​​​​​​​​(82)
Stock incentive program (54,075 common units)​​​​​—​​​​​​​​—
Amortization of stock incentive​​​​​5,118​​​​​​​​5,118
Redemption of limited partner units (279,350 units)​​​​​(38,160)​​(2,556)​​​​​(40,716)
Long-term incentive performance units​​​​​​​4,765​​​​4,765
Issuance of unit equivalents and other (209,784 units and 30,771 common units)​​​7,540​(1)​(251)​7,288
Unrealized gain on hedging activities​​​​​24,138​​3,606​​​​​27,744
Currency translation adjustments​​​​​(15,201)​​(2,228)​​​​​(17,429)
Changes in available-for-sale securities and other​​​​​(545)​​(81)​​​​​(626)
Net gain reclassified from accumulated other comprehensive loss into earnings​​​​​(1,401)​​(210)​​​​​(1,611)
Other comprehensive income (loss)​​​​​6,991​​1,087​​​​​8,078
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership​​​​5,781​(5,781)​​​​—
Distributions, excluding distributions on preferred interests classified as temporary equity​(834)​(635,619)​(95,349)​(2,040)​(733,842)
Net income, excluding preferred distributions on temporary equity preferred units of $432 and a $1,615 loss attributable to noncontrolling redeemable interests in properties​834​731,702​109,657​145​842,338
March 31, 2024​$41,024​$3,065,081​$459,316​$19,175​$3,584,596

​

​

​

​

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

1. Organization

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns directly or indirectly all of our real estate properties and other assets. According to the amended and restated Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon. In these condensed notes to the consolidated financial statements, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these condensed notes to consolidated financial statements apply to both Simon and the Operating Partnership.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of March 31, 2025, we owned or held an interest in 194 income-producing properties in the United States, which consisted of 92 malls, 70 Premium Outlets, 14 Mills, six lifestyle centers, and 12 other retail properties in 37 states and Puerto Rico. We also own an 88% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of March 31, 2025, we had ownership in 38 Premium Outlets, Designer Outlets, and Luxury Outlet properties primarily located in Asia, Europe, and Canada. As of March 31, 2025, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 14 countries in Europe. We also have interests in investments in retail operations (such as Catalyst Brands LLC, or Catalyst); an e-commerce venture (Rue Gilt Groupe, or RGG, which operates shop.simon.com), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

2. Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim periods are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the combined 2024 Annual Report on Form 10-K of Simon and the Operating Partnership. Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations.

We consolidate properties that are wholly-owned and properties where we own less than 100% but we control such property. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2025 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide, except as discussed in Note 6.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of March 31, 2025, we consolidated 132 wholly-owned properties and 20 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We apply the equity method of accounting to the other 80 properties (the joint venture properties) and our investments in Klépierre, TRG, and our other platform investments. We manage the day-to-day operations of 48 of the 80 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Indonesia, Mexico, Malaysia, Thailand, Canada, Spain, and the United Kingdom comprise 25 of the remaining 32 properties. These international properties and TRG are managed by joint ventures in which we share control.

Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to Simon based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Simon’s weighted average ownership interest in the Operating Partnership was 86.5% and 87.0% for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024, Simon’s ownership interest in the Operating Partnership was 86.6% and 86.5%, respectively. We adjust the noncontrolling limited partners’ interests at the end of each period to reflect their interest in the net assets of the Operating Partnership.

Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.

3. Significant Accounting Policies

Cash and Cash Equivalents and Short-term Investments

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.

We classify short-term investments, which consist of time-deposits with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at fair value and reviewed periodically for allowances for credit losses and impairment. When evaluating the investments, we review factors such as the extent to which the fair value of the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company’s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis.

Equity Instruments and Debt Securities

Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

previously secured by investment properties. At March 31, 2025 and December 31, 2024, we had equity instruments with readily determinable fair values of $33.3 million and $89.9 million, respectively. Changes in the fair value of these equity instruments are recorded in unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net in our consolidated statements of operations and comprehensive income. At March 31, 2025 and December 31, 2024, we had equity instruments without readily determinable fair values of $424.1 million and $408.9 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three months ended March 31, 2025 and 2024.

Our deferred compensation plan equity instruments 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.

At March 31, 2025 and December 31, 2024, we held debt securities of $135.7 million and $133.4 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten 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 subsidiary 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 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 is recorded and a new cost basis is established.

Our captive 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.

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.

We have equity instruments with readily determinable fair values that are valued using Level 1 inputs. We have foreign currency forward contracts, interest rate cap and swap agreements that are valued using Level 2 inputs. We also have a bifurcated embedded derivative option that was a component of the €750.0 million exchangeable bonds issued in November 2023. This instrument is classified as primarily having Level 3 inputs and is further discussed in Note 3, within the Derivative Financial Instruments subsection and in Note 7.

​

​​​​​​​​​​​​​
Description​March 31, 2025​Quoted Prices in Active Markets (Level 1)​Significant Other Observable Inputs (Level 2)​Significant Other Unobservable Inputs (Level 3)
Assets:​​​​​​​​​​​​
Deferred costs and other assets​$40,500​$33,306​$7,194​$-
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​​​
Other Liabilities​$129,748​$-​$2,352​$127,396

​

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

​​​​​​​​​​​​​
Description​December 31, 2024​Quoted Prices in Active Markets (Level 1)​Significant Other Observable Inputs (Level 2)​Significant Other Unobservable Inputs (Level 3)
Assets:​​​​​​​​​​​​
Deferred costs and other assets​$110,897​$89,871​$21,026​$-
​​​​​​​​​​​​​
Liabilities:​​​​​​​​​​​​
Other Liabilities​$62,109​$-​$2,136​$59,973
​​​​​​​​​​​​​

​

Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3, 4, and 6 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 fair value, net operating results of the property, capitalization rates and discount rates.

Noncontrolling Interests

Simon

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

​

​​​​​​​
​As ofAs of
​​March 31,​December 31,
​20252024
Limited partners’ interests in the Operating Partnership​$398,486​$451,339
Nonredeemable noncontrolling interests in properties, net​21,748​21,459
Total noncontrolling interests reflected in equity​$420,234​$472,798

​

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.

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.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

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

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($264.7) million and ($250.2) million as of March 31, 2025 and December 31, 2024, respectively.

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

​

​​​​​​​​​
​​For the Three Months Ended​
​​March 31,​
​​​​​​​​Affected line item where
​20252024net income is presented
​​​​​​​​​
Accumulated derivative gains, net​$1,455$1,611Interest expense
​​(196)(210)Net income attributable to noncontrolling interests
​​$1,259​$1,401​​

​

The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($305.8) million and ($289.1) million as of March 31, 2025 and December 31, 2024, respectively.

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

​

​​​​​​​​​
​For the Three Months Ended​
​​March 31,​
​​​​​​​​Affected line item where
​20252024net income is presented
​​​​​​​​​
Accumulated derivative gains, net​$1,455$1,611Interest expense

​

​

​

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. 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.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

As of March 31, 2025, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

​​​​​​
​​Number of​Notional
Interest Rate DerivativeInstrumentsAmount
Interest Rate Swaps3​$430.0 million
Interest Rate Swaps3​€541.7 million
Interest Rate Caps​2​€80.0 million

​

As of December 31, 2024, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

​​​​​​​
​​Number of​Notional​
Interest Rate DerivativeInstrumentsAmount
Interest Rate Swaps3​$430.0 million​
Interest Rate Swaps​2​€193.0 million​
Interest Rate Caps2​€80.0 million​

​

The carrying value of our interest rate swap and cap agreements, at fair value, are included in deferred costs and other assets and other liabilities. As of March 31, 2025, we had interest rate swap and cap agreements with combined asset balances of $4.9 million and combined liability balances of $2.4 million. As of December 31, 2024, we had interest rate swap and cap agreements with combined asset balances of $8.3 million and combined liability balances of $2.2 million.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments that had been recorded as part of accumulated other comprehensive income (loss) is amortized to interest expense over the life of the debt agreement.

The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $39.4 million and $40.8 million as of March 31, 2025 and December 31, 2024, respectively. Within the next 12 months, we expect to reclassify to earnings approximately $5.6 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

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, cross currency swap 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.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2025 and December 31, 2024 (in millions):

​​​​​​​​​​
​​Asset (Liability) Value as of
​​​​March 31,December 31,
Notional Value​Maturity Date​2025​2024
€50.0​March 17, 2025​​—​​3.2
€27.0​March 17, 2025​​—​​1.9
€54.0​March 17, 2025​​—​​3.9
€50.0​April 17, 2025​​1.7​​3.8
€65.5​April 17, 2025​​0.3​​—
€65.5​April 17, 2025​​0.3​​—

​

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 certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the three months ended March 31, 2025 and 2024, we recorded gains of $78.1 million and $46.4 million, respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro-denominated joint venture investments.

The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $44.7 million and $57.9 million as of March 31, 2025 and December 31, 2024, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $51.6 million and $66.9 million as of March 31, 2025 and December 31, 2024, respectively.

The exchange option of our exchangeable bonds is valued as a derivative liability using an option pricing model that incorporates the observed period ending price of the exchangeable bonds and secondary market prices of comparable unsecured senior notes without an exchange feature. The key assumptions utilized are the period ending share-price of Klépierre, share-price implied volatility, the EUR risk-free rate, Klépierre expected dividend yield, time to maturity, and the comparable spread to the EUR risk-free rate of unsecured senior notes without an exchange feature.

The fair value of the option is recorded in other liabilities in the consolidated balance sheets and changes to the value of the option are recognized in the consolidated statements of operations and comprehensive income in unrealized (losses) gains in fair value of publicly traded equity instruments and derivative instrument, net.

The key inputs into the option model for the exchange option within the exchangeable bonds as of March 31, 2025 and December 31, 2024 were as follows:

​

​​​​​​​
​​March 31, 2025​December 31, 2024
Klépierre stock price​€30.82​€27.80
Implied volatility​​16.80%​​19.20%
EUR risk-free rate​​2.08%​​2.10%
Klépierre expected dividend yield​​5.52%​​6.10%
Expected term​​1.62 years​​1.87 years
Credit Spread​​0.65%​​0.50%

​

The option is measured at fair value on a recurring basis. As of March 31, 2025 and December 31, 2024 the values of the option were $127.4 million and $60.0 million, respectively.

​

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting,” which provides improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The standard became effective for us for fiscal years beginning after December 15, 2023 and is effective for interim periods within fiscal years beginning after December 15, 2024. Refer to Note 11.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes,” which provides improvements to annual income tax disclosures by enhancing the transparency and decision usefulness of the material provided. The standard will be effective for us for the fiscal years beginning after December 15, 2024 on a prospective basis. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures,” to improve the disclosures about a public business entity’s expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard will be effective for us for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact that the adoption of this new standard will have on our consolidated financial statements and footnotes.

​

4. Real Estate Acquisitions and Dispositions

Unless otherwise noted, gains and losses on property transactions are included in gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the three months ended March 31, 2025 and 2024.

2025 Acquisitions

On January 30, 2025, we completed the acquisition of a 100% interest in two luxury outlet destinations in Italy, The Mall Luxury Outlets Firenze, in Leccio, nearby Florence, and The Mall Luxury Outlets Sanremo, in Sanremo on the Italian riviera. The cash consideration including working capital and capitalized transaction costs was $392.4 million. Cash acquired was $25.3 million. Upon acquisition, we recorded $413.5 million of investment property. The properties are unencumbered. We accounted for this transaction as an asset acquisition.

2024 Acquisitions

In the fourth quarter of 2024, we acquired the remaining interest in Smith Haven Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was $56.1 million, which included cash acquired of $35.8 million. Upon consolidation, we recorded $170.1 million of investment property. The property was subject to a $160.8 million 8.10% variable rate mortgage loan. This mortgage loan was paid off prior to December 31, 2024. We accounted for this transaction as an asset acquisition and these non-cash investing and financing activities are excluded from our statement of cash flows.

On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was de minimis. Upon consolidation, we recorded $102.5 million of investment property. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan. We accounted for this transaction as an asset acquisition and these non-cash investing and financing activities are excluded from our statement of cash flows.

2024 Dispositions

During 2024, we disposed of our interests in two consolidated retail properties. The combined proceeds from these transactions were $55.2 million, resulting in a net loss of $67.2 million.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

5. Per Share and Per Unit Data

We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit.

Simon

​

​​​​​​​
​​For the Three Months Ended March 31,
​20252024
Net Income attributable to Common Stockholders — Basic and Diluted$413,699$731,702
Weighted Average Shares Outstanding — Basic and Diluted​326,313,432​325,911,525

​

For the three months ended March 31, 2025, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the three months ended March 31, 2025 and 2024. We have not adjusted net income attributable to common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared.

The Operating Partnership

​

​​​​​​​
​​For the Three Months Ended March 31,
​20252024
Net Income attributable to Unitholders — Basic and Diluted$478,026$841,359
Weighted Average Units Outstanding — Basic and Diluted​377,052,997​374,754,605

​

For the three months ended March 31, 2025, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the three months ended March 31, 2025 and 2024. We accrue distributions when they are declared.

6. Investment in Unconsolidated Entities and International Investments

Real Estate Joint Ventures and Investments

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in note 2, we held joint venture interests in 80 properties as of March 31, 2025.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

We may provide financing to joint venture properties primarily in the form of interest bearing loans. As of March 31, 2025 and December 31, 2024, we had construction loans and other advances to these related parties totaling $55.5 million and $59.6 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

Taubman Realty Group

During the fourth quarter of 2024, we acquired an additional 4% ownership in TRG for approximately $266.7 million by issuing 1,572,500 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 88%. Substantially all our investment has been determined to relate to investment property. Our investment includes 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us. The transaction did not include or result in any change to the rights and obligations or decision-making authority of the members of the TRG partnership.

The table below represents summary financial information of TRG.

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
Total revenues​$176,313​$177,425
Operating income before other items​​74,157​​73,952
Consolidated net income​​49,784​​124,926
Our share of net income​​44,120​​104,790
Amortization of excess investment​​(50,487)​​(105,576)

​

Other Platform Investments

During the fourth quarter of 2024, J.C. Penney completed an all-equity transaction where it acquired the retail operations of SPARC Group, resulting in the recognition of a non-cash pre-tax gain, our share of which was $100.5 million. The combined business was renamed Catalyst post transaction. In connection with this transaction, we recorded deferred taxes of $25.1 million. As of March 31, 2025, we own a 31.3% noncontrolling interest in Catalyst. Additionally, we continue to hold a 33.3% noncontrolling interest in SPARC Holdings, the former owner of SPARC Group, which now primarily holds a 25% interest in Catalyst. During the first quarter of 2025, Catalyst incurred pre-tax losses related to certain post-merger activities, our share of which was $24.0 million, which is included in (Loss) gain due to disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income.

During the first quarter of 2024, we and a partner funded a loan to SPARC Group, our share of which was $100.0 million, which constituted a reconsideration event and the resulting determination that SPARC Group was a VIE. As we did not have power to direct the activities that most significantly impact the economic performance of SPARC Group, we were not the primary beneficiary and continued to account for our investment under the equity method. In the second quarter of 2024, we were reimbursed $50.0 million by a venture partner, reducing our loan receivable to $50.0 million and equalizing all partners’ loans to the venture. We had previously provided a guarantee to SPARC Group’s lenders of $50.0 million, however as a result of the Catalyst transaction discussed above, this guarantee has been cancelled and, accordingly, we have determined SPARC Group is no longer a VIE.

During the second quarter of 2024, we participated in the formation of a joint venture, Phoenix Retail, LLC, to acquire the Express Retail Company and operate Express and Bonobos direct-to-consumer businesses in the United States, from the previous owner on June 21, 2024, in a bankruptcy proceeding. There was no cash consideration transferred for our 39.4% noncontrolling interest and non-cash consideration was de minimis.

During the first quarter of 2024, we sold all of our remaining interest in Authentic Brands Group, or ABG, for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $103.7 million, which is included in income and other tax benefit (expense) in the consolidated statement of operations and comprehensive income.

As of March 31, 2025, we own a 45% noncontrolling interest in Rue Gilt Groupe and a 50% noncontrolling legal ownership interest in Jamestown.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments.

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
Total revenues​$2,391,468​$2,757,083
Operating income before other items​​(256,146)​​(237,072)
Consolidated net loss​​(297,436)​​(320,674)
Share of net loss, net of tax​​(61,130)​​(87,046)
Amortization of excess investment​​(692)​​(692)

​

​

European Investments

At March 31, 2025, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $33.46 per share. The table below represents summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP.

​

​​​​​​​​
​​​For the Three Months Ended
​​​March 31,
​20252024
Total revenues​​$345,734​$330,606
Operating income before other items​​​144,514​​128,597
Consolidated net income​​​108,335​​103,561
Our share of net income​​​22,434​​18,913
Amortization of excess investment​​​(3,167)​​(3,276)

​

We have an interest in a European investee that had interests in 12 Designer Outlet properties as of March 31, 2025 and December 31, 2024, eight of which are consolidated by us as of March 31, 2025. As of March 31, 2025, our legal percentage ownership interests in these properties ranged from 23% to 94%.

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

Asian Joint Ventures

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $218.7 million and $221.5 million as of March 31, 2025 and December 31, 2024, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $212.5 million and $209.1 million as of March 31, 2025 and December 31, 2024, respectively, including all related components of accumulated other comprehensive income (loss).

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

Summary Financial Information

A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in Klépierre and TRG as well as our other platform investments, follows.

COMBINED BALANCE SHEETS

​

​​​​​​​
​March 31,December 31,
​​2025​2024
Assets:​​​​​​
Investment properties, at cost​$19,014,468​$18,875,241
Less - accumulated depreciation​9,100,476​8,944,188
​​9,913,992​9,931,053
Cash and cash equivalents​1,154,946​1,270,594
Tenant receivables and accrued revenue, net​469,879​533,676
Right-of-use assets, net​​115,123​​113,014
Deferred costs and other assets​540,350​531,059
Total assets​$12,194,290​$12,379,396
Liabilities and Partners’ Deficit:​​​​​​
Mortgages​$13,718,783​$13,666,090
Accounts payable, accrued expenses, intangibles, and deferred revenue​925,463​1,037,015
Lease liabilities​​106,446​​104,120
Other liabilities​346,606​363,488
Total liabilities​15,097,298​15,170,713
Preferred units​67,450​67,450
Partners’ deficit​(2,970,458)​(2,858,767)
Total liabilities and partners’ deficit​$12,194,290​$12,379,396
Our Share of:​​​​​​
Partners’ deficit​$(1,231,356)​$(1,180,960)
Add: Excess Investment​1,065,955​1,077,204
Our net Investment in unconsolidated entities, at equity​$(165,401)​$(103,756)

​

Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

COMBINED STATEMENTS OF OPERATIONS

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
REVENUE:​​​​​​
Lease income​$749,807​$752,030
Other income​94,066​90,992
Total revenue​843,873​843,022
OPERATING EXPENSES:​​​​​​
Property operating​166,647​161,044
Depreciation and amortization​159,012​159,815
Real estate taxes​58,793​63,180
Repairs and maintenance​20,763​19,492
Advertising and promotion​22,150​21,663
Other​56,847​54,881
Total operating expenses​484,212​480,075
Operating Income Before Other Items​359,661​362,947
Interest expense​(170,368)​(176,751)
Net Income​$189,293​$186,196
Third-Party Investors’ Share of Net Income​$96,594​$94,370
Our Share of Net Income​92,699​91,826
Amortization of Excess Investment​(14,465)​(14,697)
Income from Unconsolidated Entities​$78,234​$77,129

​

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG as well as our other platform investments, before any applicable taxes, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income, except as otherwise noted. Unless otherwise noted, our share of the gain on acquisition of controlling interest sale or disposal of assets and interests in unconsolidated entities, net is reflected within gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

​

7. Debt

Unsecured Debt

At March 31, 2025, our unsecured debt consisted of $19.2 billion of senior unsecured notes of the Operating Partnership, a €350.0 million ($378.7 million U.S. dollar equivalent) unsecured term loan, and $305.0 million outstanding under the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or Credit Facility. The Operating Partnership also has a $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities.

The Credit Facility has an initial borrowing capacity of $5.0 billion which may be increased in the form of additional commitments in the aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit Facility can be extended for two additional six-month periods to June 30, 2028, at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

The Supplemental Facility has a borrowing capacity of $3.5 billion, which may be increased to $4.5 billion during its term subject to obtaining additional lender commitments and satisfying certain customary conditions precedent, and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2029 and can be extended for an additional year to January 31, 2030 at our sole option, subject to our continued compliance with the terms thereof.

Borrowings under the Supplemental Facility bear interest, at the Company’s election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, the Adjusted Term CORRA Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment, if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, and if denominated in Canadian Dollars, Daily Simple CORRA plus a benchmark adjustment or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by the Company’s corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the NYFRB Rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by the Company’s corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by the Company’s corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

At March 31, 2025, we had an aggregate available borrowing capacity of $8.2 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the three months ended March 31, 2025 was $715.5 million and the weighted average outstanding balance was $546.3 million. Letters of credit of $8.6 million were outstanding under the Credit Facilities as of March 31, 2025.

The Operating Partnership also has available a global unsecured commercial paper note program, or Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On March 31, 2025, we had no outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

On January 29, 2025, the Operating Partnership drew €376.0 million under the Credit Facility and used the proceeds to facilitate the acquisition of two Italian assets. On March 13, 2025, we repaid €18.0 million that had been outstanding under the Credit Facility at December 31, 2024. On March 20, 2025, the Operating Partnership entered into a €350.0 million unsecured term loan with a maturity date of March 20, 2027, and swapped the interest rate to an all-in fixed rate of 2.5965% which matures on March 20, 2026. The proceeds of the term loan, along with cash on hand, were used to repay the then remaining €376.0 million outstanding under the Credit Facility.

On October 1, 2024, the Operating Partnership completed the redemption, at par, of its $900 million 3.38% senior unsecured notes at maturity.

On September 26, 2024, the Operating Partnership completed the issuance of $1.0 billion of senior unsecured notes with a fixed interest rate of 4.75% and with a maturity date of September 26, 2034.

On September 13, 2024, the Operating Partnership completed the redemption, at par, of its $1.0 billion 2.00% senior unsecured notes at maturity.

On February 1, 2024, the Operating Partnership completed the redemption, at par, of its $600 million 3.75% senior unsecured notes at maturity.

Mortgage Debt

Total mortgage indebtedness was $5.0 billion at March 31, 2025 and December 31, 2024, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Credit Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements. Payment under the Credit Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of March 31, 2025, we were in compliance with all covenants of our unsecured debt.

At March 31, 2025, our consolidated subsidiaries were the borrowers under 35 non-recourse mortgage notes secured by mortgages on 38 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At March 31, 2025, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Fair Value of Debt

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed rate mortgages and unsecured indebtedness including commercial paper was

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

$24.5 billion and $24.0 billion as of March 31, 2025 and December 31, 2024. The fair values of these financial instruments and the related discount rate assumptions as of March 31, 2025 and December 31, 2024 are summarized as follows:

​

​​​​​​​​
​​March 31,​December 31,​
​20252024
Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)​$23,224​$22,510
Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages​5.99%6.27%
Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness​​6.20%​6.50%

​

​

8. Equity

During the three months ended March 31, 2025, Simon issued 116,558 shares of common stock to two limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the three months ended March 31, 2025, the Operating Partnership redeemed 36,291 units from three limited partners for $6.3 million. These transactions increased Simon’s ownership interest in the Operating Partnership.

On February 8, 2024, Simon's Board of Directors authorized a new common stock repurchase plan which immediately replaced the existing repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on February 8, 2024 and ending on February 8, 2026 in the open market or in privately negotiated transactions as market conditions warrant. As of March 31, 2025, no shares had been repurchased under the plan. As Simon repurchases shares under the plan, the Operating Partnership repurchases an equal number of units from Simon.

We paid a common stock dividend of $2.10 per share for the first quarter of 2025. We paid a common stock dividend of $1.95 per share for the first quarter of 2024. The Operating Partnership paid distributions per unit for the same amounts. On May 12, 2025, Simon’s Board of Directors declared a quarterly cash dividend for the second quarter of 2025 of $2.10 per share, payable on June 30, 2025 to shareholders of record on June 9, 2025. The distribution rate on units is equal to the dividend rate on common stock.

Temporary Equity

Simon

Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties. The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity. The remaining interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit in the consolidated statements of equity in issuance of unit equivalents and other. There were no noncontrolling interests

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

redeemable at amounts in excess of fair value as of March 31, 2025 and December 31, 2024. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as follows:

​

​​​​​​​
​As ofAs of
​​March 31,​December 31,
​​2025​2024
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 155,373 issued and outstanding​$15,537​$15,537
Other noncontrolling redeemable interests​226,229​169,192
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties​$241,766​$184,729

​

The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as follows:

​

​​​​​​​
​As ofAs of
​​March 31,​December 31,
​​2025​2024
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 155,373 issued and outstanding​$15,537​$15,537
Other noncontrolling redeemable interests​226,229​169,192
Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties​$241,766​$184,729

​

Stock-Based Compensation

Our long-term incentive compensation awards under our stock-based compensation plans primarily take the form of LTIP units, restricted stock units, and restricted stock. The substantial majority of these awards are market condition or performance-based, and are based on various market, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income. LTIP units are a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. Participants are entitled to receive distributions on the awarded LTIP units, as defined, equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two class method of computing earnings per share. These are granted under The Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan.

The grant date fair values of any LTIP units that are market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the participant performs the required service period. The grant date fair values of the market-based awards are being amortized into expense over the performance period, which is the grant date through the date at which the awards, if earned, become vested. The expense of the performance-based award is recorded over the performance period, which is the grant date through the date at which the awards, if earned, become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods. The grant date fair values of any restricted stock unit awards are recognized as expense over the vesting period.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

2020 LTI Program. In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share. One-third of these awards vested on each of January 1, 2022 and 2023, and the remaining awards vested on January 1, 2024. The grant date fair value of the awards of $26.3 million was recognized as expense over the three-year vesting period.

2021 LTI Program. In 2021, the Compensation and Human Capital Committee established and granted awards under the 2021 LTI Program. Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units. Awards of LTIP units under this program were considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable award agreements, were achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2021 LTI Program vested on January 1, 2025. The 2021 LTI Program provides that the amount earned related to the performance-based portion of the awards was dependent on the Compensation and Human Capital Committee’s determination of Simon’s FFO performance and the achievement of certain Objective Criteria Goals and had a maximum potential fair value at grant date of $18.4 million. As part of the 2021 LTI Program, the Compensation and Human Capital Committee also established a grant of 37,976 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $112.92 per share. These time-based awards vested on March 1, 2024. The $4.3 million grant date fair value of these awards was recognized as expense over the three-year vesting period.

2022 LTI Program. In the first quarter of 2022, the Compensation and Human Capital Committee established and granted awards under a 2022 Long-Term Incentive Program, or 2022 LTI Program. Awards under the 2022 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2022 LTI Program will vest on January 1, 2026. The 2022 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination of Simon’s FFO performance and the achievement of certain Objective Criteria Goals and has a maximum potential fair value at grant date of $20.6 million. As part of the 2022 LTI Program, on March 11, 2022 and March 18, 2022, the Compensation and Human Capital Committee also established grants of 52,673 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $130.05 and $130.84 per share. These time-based awards vested on March 11, 2025 and March 18, 2025. The $6.9 million grant date fair value of these awards was recognized as expense over the three-year vesting period.

2023 LTI Program. In the first quarter of 2023, the Compensation and Human Capital Committee established and granted awards under a 2023 Long-Term Incentive Program, or 2023 LTI Program. Awards under the 2023 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2023 LTI Program will vest on January 1, 2027. The 2023 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination of Simon’s FFO performance and the achievement of certain Objective Criteria Goals and has a maximum potential fair value at grant date of $42.5 million. As part of the 2023 LTI Program, on March 1, 2023, the Compensation and Human Capital Committee also established a grant of 64,852 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $121.25 per share. These time-based awards will vest on March 1, 2026. The $7.9 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

2024 LTI Program. In the first quarter of 2024, the Compensation and Human Capital Committee established and granted awards under a 2024 Long-Term Incentive Program, or 2024 LTI Program. Awards under the 2024 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2024 LTI Program will vest on January 1,

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

  1. The 2024 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination of Simon’s FFO performance and the achievement of certain Objective Criteria Goals and has a maximum potential fair value at grant date of $44.1 million. As part of the 2024 LTI Program, on March 6, 2024, the Compensation and Human Capital Committee also established a grant of 53,679 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $152.32 per share. These time-based awards will vest on March 6, 2027. The $8.2 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

2024 OPI LTIP Awards. On August 29, 2024, Simon’s Board of Directors, upon the recommendation and approval of the Compensation and Human Capital Committee, granted awards under the Amended and Restated Other Platform Investment Incentive Program in the form of 406,976 Series 2024-2 LTIP units of the Operating Partnership to certain named executive officers. The awards are subject to future service conditions and had a grant date fair value of $165.50 per unit or share. The $67.4 million grant date fair value of the LTIP units is being recognized as expense over a five-year vesting period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions.

2025 LTI Program. In the first quarter of 2025, the Compensation and Human Capital Committee established and granted awards under a 2025 Long-Term Incentive Program, or 2025 LTI Program. Awards under the 2025 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2025 LTI Program will vest on January 1, 2029. The 2025 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination of Simon’s FFO performance and the achievement of certain Objective Criteria Goals and has a maximum potential fair value at grant date of $48.0 million. As part of the 2024 LTI Program, on March 3, 2025, the Compensation and Human Capital Committee also established a grant of 39,949 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $187.78 per share. These time-based awards will vest on March 3, 2028. The $7.5 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

The Compensation and Human Capital Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were determined by the Compensation and Human Capital Committee to have been earned, and the aggregate grant date fair value, are as follows:

​

​​​​​​​
LTIP AwardsLTIP Units EarnedGrant Date Fair Value of TSR AwardGrant Date Target Value of Performance-Based Awards
2021 LTIP Awards​209,784$5.7 million$12.2 million
2022 LTIP Awards​107,462—$13.7 million
2023 LTIP Awards​To be determined in 2026—$23.6 million
2024 LTIP Awards​To be determined in 2027—$24.5 million
2024 OPI LTIP Awards​406,976—$67.4 million
2025 LTIP Awards​To be determined in 2028—$30.0 million

​

We recorded compensation expense, net of capitalization, related to the aforementioned LTIP and LTI programs of approximately $10.4 million and $5.6 million for the three months ended March 31, 2025 and 2024, respectively.

Restricted Stock Awards. The Compensation and Human Capital Committee awarded 105,682 shares of restricted stock to employees on April 1, 2025 at a grant date fair market value of $166.08 per share related to the 2024 compensation plan. On April 1, 2025, certain employees were awarded 810 shares of restricted stock at a grant date fair market value of $166.08 per share. The grant date fair value of the employee restricted stock award is being recognized over the three-year vesting period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions as the restricted stock.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

2024 OPI Restricted Stock Awards. On August 29, 2024, Simon’s Board of Directors, upon the recommendation and approval of the Compensation and Human Capital Committee, granted awards under the Amended and Restated Other Platform Investment Incentive Program in the form of 178,931 shares of restricted stock to certain senior employees of the Company. The awards are subject to future service conditions and had a grant date fair value of $165.50 per unit or share. The $29.6 million grant date fair value of the restricted stock will be recognized as expense over a four-year vesting period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions as the restricted stock.

We recorded compensation expense, net of capitalization, related to restricted stock of approximately $6.3 million and $4.6 million for the three months ended March 31, 2025 and 2024, respectively.

9. Lease Income

Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items as discussed below.

​

​​​​​​​​
​​​For the Three Months Ended
​​​March 31,
​20252024
Fixed lease income​​$1,124,114​$1,068,405
Variable lease income​​​243,314​​234,266
Total lease income​​$1,367,428​$1,302,671

​

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $541.4 million and $539.6 million on March 31, 2025, and December 31, 2024, respectively.

In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination. Additionally, our assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant.

When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms.

10. Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Lease Commitments

As of March 31, 2025, we are subject to ground leases that cover all or a portion of 23 of our consolidated properties with termination dates extending through 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

component based upon the revenues or total reported sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2025 to 2034. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate taxes, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows:

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​20252024
Operating Lease Cost​​​​​​
Fixed lease cost​$8,864​$8,867
Variable lease cost​​3,969​​4,012
Total operating lease cost​$12,833​$12,879

​

​​​​​​​
​​For the Three Months Ended
​​March 31,
​​2025​2024
Other Information​​​​​​
Cash paid for amounts included in the measurement of lease liabilities​​​​​​
Operating cash flows from operating leases​$12,821​$12,865
​​​​​​​
Weighted-average remaining lease term - operating leases​​31.8 years​​32.7 years
Weighted-average discount rate - operating leases​​5.32%​​5.31%

​

Minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:

​

​​​​
2025$36,498
2026​36,512
2027​36,541
2028​36,567
2029​36,598
Thereafter​932,604
​​$1,115,320
Impact of discounting​​(597,146)
Operating lease liabilities​$518,174

​

​

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. In addition to the guarantee disclosed in Note 6, as of March 31, 2025 and December 31, 2024, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $123.5 million and $109.8 million, respectively. Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

Concentration of Credit Risk

Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. No customer or tenant accounts for 5% or more of our consolidated revenues.

11. Segments and Geographic Locations

Our primary business is the ownership, development and management of premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets, and The Mills. We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance, and makes decisions. Our CODM is our President and Chief Executive Officer who is actively involved in all aspects of the portfolio operations. We have aggregated our consolidated real estate operations, including malls, Premium Outlets, The Mills, and our consolidated international real estate operations 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. Revenue earned from these segment operations represents substantially all of lease income reported on the consolidated statements of operations and comprehensive income, all of which is generated from external customers, with the exception of eliminations made to remove our share of lease income earned from tenants in which we have an ownership interest. The primary financial measure the CODM uses to measure the operating performance of the consolidated real estate operations is net operating income (“NOI”), which is reconciled to consolidated net income below. The Company believes that NOI is helpful to investors as a measure of operating performance because it is a direct measure of the actual operating results of the Company’s properties and because it is a widely recognized measure of the performance of REITs providing a relevant basis for comparison among REITs. Non-segment revenue includes Management Fees and Other revenues, described earlier in Note 3, and the majority of Other income, which primarily includes interest income and miscellaneous activities such as land sales, dividends received from certain investments and other activities as disclosed through these notes to the extent material, as well as eliminations. None of our unconsolidated investments meet the materiality threshold required for separate reporting as a reportable segment, though we have included disclosures related to the activities of these investments in Note 6. Approximately 95% of total consolidated assets, with the exception of our investment in Klépierre, TRG and other unconsolidated entities and certain other assets, are attributable to our real estate segment.

As of March 31, 2025, and 2024, approximately 9.0% and 7.2%, respectively, of our consolidated long-lived assets were located outside the United States and as of March 31, 2025 and 2024, approximately 6.1% and 4.3%, respectively, of our consolidated total revenues were derived from assets located outside the United States. Substantially all of our capital expenditures reported in the consolidated statements of cash flows relate to our segment operations.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

The following table reconciles our reportable segment to net income:

​

​​​​​​​​​​
​​​​​All other &​​​
​​Real estate​eliminations,​​​
​segmentnetConsolidated
For the period ended March 31, 2025:​​​​​​​​​
Income:​​​​​​​​​
Lease Income​$1,374,956​$(7,528)​$1,367,428
Management fees and other revenues​—​​33,792​​33,792
Other Income​​25,700​​46,092​​71,792
Total​1,400,656​​72,356​​1,473,012
​​​​​​​​​​
Expenses:​​​​​​​​​
Property Operating​​171,737​​(34,916)​​136,821
Real estate taxes​​113,486​​(6,034)​​107,452
Repairs and maintenance​​29,558​​584​​30,142
Advertising and promotion​​35,828​​(1,571)​​34,257
Other​​14,659​​16,319​​30,978
Total​​365,268​​(25,618)​​339,650
​​​​​​​​​​
NOI of consolidated entities​$1,035,388​$97,974​$1,133,362
​​​​​​​​​​
Other Income:​​​​​​​​​
Income and other tax benefit​​​​​​​​7,637
Income from unconsolidated entities​​​​​​​​30,359
​​​​​​​​​​
Other Expenses:​​​​​​​​​
Depreciation and amortization​​​​​​​​328,051
Home and regional office costs​​​​​​​​65,066
General and administrative​​​​​​​​12,629
Interest expense​​​​​​​​226,995
Loss due to disposal, exchange, or revaluation of equity interests, net​​​​​​​​23,992
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​​​​​​​36,765
​​​​​​​​​​
Consolidated net income​​​​​​​$477,860

​

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

​

​​​​​​​​​​
​​​​​All other &​​​
​​Real estate​eliminations,​​​
​​segment​net​Consolidated
For the period ended March 31, 2024:​​​​​​​​​
Income:​​​​​​​​​
Lease Income​$1,311,490​$(8,819)​$1,302,671
Management fees and other revenues​—​​29,455​​29,455
Other Income​​27,488​​82,976​​110,464
Total​1,338,978​​103,612​​1,442,590
​​​​​​​​​​
Expenses:​​​​​​​​​
Property Operating​​158,791​$(32,677)​$126,114
Real estate taxes​​110,824​​(1,614)​​109,210
Repairs and maintenance​​25,242​​486​​25,728
Advertising and promotion​​29,893​​(1,812)​​28,081
Other​​15,449​​25,604​​41,053
Total​​340,199​​(10,013)​​330,186
​​​​​​​​​​
NOI of consolidated entities​$998,779​$113,625​$1,112,404
​​​​​​​​​​
Other Income:​​​​​​​​​
Gain due to disposal, exchange, or revaluation of equity interests, net​​​​​​​​414,769
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net​​​​​​​​10,966
​​​​​​​​​​
Other Expenses:​​​​​​​​​
Depreciation and amortization​​​​​​​​307,369
Home and regional office costs​​​​​​​​60,723
General and administrative​​​​​​​​9,132
Interest expense​​​​​​​​230,623
Income and other tax expense​​​​​​​​47,603
Loss from unconsolidated entities​​​​​​​​34,342
Unrealized losses in fair value of publicly traded equity instruments and derivative instrument, net​​​​​​​​7,192
​​​​​​​​​​
Consolidated net income​​​​​​​$841,155

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Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations