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SIMON PROPERTY GROUP INC DE

For the period ended Jun 30, 2024. Filed Aug 7, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 7, 2024

SPG$228.42+0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-07.

0001558370-24-007058

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

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-07.

0001558370-24-011208

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 112 previous paragraphs and 128 current paragraphs.

73 unchanged; 34 reworded; 13 added; 1 removed; 4 previous and 8 current paragraphs rearranged.

Tables are not compared: 69 previous and 70 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

Total other income increased $28.2 million, primarily due to a $29.5 million increase in interest income and a $3.3 million increase in other income sources, partially offset by a $3.0 million decrease in dividend and distribution income and a $1.6 million decrease in lease settlement activity.

Current report

Property operating expense increased $13.0 million as a result of inflationary cost increases.

Current report

Real estate taxes decreased $15.2 million primarily due to successful property tax appeals, the majority of which relates to prior years.

Current report

Advertising and promotion expense increased $5.1 million primarily due to increased programming expenses.

Current report

Interest expense increased $3.2 million, primarily related to an increase of $16.1 million due to new USD unsecured bond issuances, an increase of $6.1 million due to the Euro exchangeable bond issuance in 2023, and the effect of the balance increase of the Credit Facility during 2023 of $0.9 million, partially offset by a decrease of $8.4 million due to USD unsecured bond payoffs during 2024 and 2023, a decrease of $10.5 million due to the Supplemental Facility repayment during 2023, and a decrease in interest on secured debt of $1.0 million.

Current report

Gain on disposal, exchange or revaluation of equity interests, net, decreased $36.4 million due to a non-cash pre-tax gain on the deemed disposal of a portion of our share in ABG during 2023.

Current report

During the second quarter of 2024, we recorded a $3.3 million loss on the disposition of certain assets by Klépierre. During the second quarter of 2023, we recorded a $9.3 million loss on the disposition of certain assets by Klépierre, partially offset by a $4.9 million gain on excess insurance proceeds.

Current report

Six months ended June 30, 2024 vs. Six months ended June 30, 2023

Current report

Property operating expense increased $27.4 million as a result of inflationary cost increases.

Current report

Real estate taxes decreased $17.1 million primarily due to successful property tax appeals, the majority of which relates to prior years.

Current report

Advertising and promotion expense increased $9.0 million primarily due to increased programming expenses.

Current report

Gain on disposal, exchange or revaluation of equity interests, net, increased $378.3 million primarily due to an increase of $414.8 million as a result of selling our remaining interest in ABG during 2024, offset by a non-cash pre-tax gain on the deemed disposal of a portion of our share in ABG during 2023 of $36.4 million.

Current report

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.
Removed paragraphs (1)

Previous report

Gain on disposal, exchange or revaluation of equity interests, net, increased $414.8 million due to selling our remaining interest in ABG during 2024.
Reworded paragraphs (34)

Previous wording

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, 2024, we owned or held an interest in 195 income-producing properties in the United States, which consisted of 93 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 84% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 23 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at properties in North America, Europe and Asia. Internationally, as of March 31, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of March 31, 2024, 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 own investments in retail operations (J.C. Penney and SPARC Group), an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

Current wording

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 June 30, 2024, we owned or held an interest in 195 income-producing properties in the United States, which consisted of 93 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 84% 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. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at properties in North America, Europe and Asia. Internationally, as of June 30, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of June 30, 2024, 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 (J.C. Penney, SPARC Group, and Phoenix Retail LLC), an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

Previous wording

Diluted earnings per share and diluted earnings per unit increased $0.87 during the first three months of 2024 to $2.25 from $1.38 for the same period last year. The increase in diluted earnings per share and diluted earnings per unit was primarily attributable to:

Current wording

Diluted earnings per share and diluted earnings per unit increased $0.89 during the first six months of 2024 to $3.76 from $2.87 for the same period last year. The increase in diluted earnings per share and diluted earnings per unit was primarily attributable to:

Previous wording

Portfolio NOI increased 3.9% for the three month period in 2024 over the prior year period primarily as a result of improved operations in our domestic and international portfolios compared to the prior year. Average base minimum rent for U.S. Malls and Premium Outlets increased 3.0% to $57.53 psf as of March 31, 2024, from $55.84 psf as of March 31, 2023. Ending occupancy for our U.S. Malls and Premium Outlets increased 1.1% to 95.5% as of March 31, 2024, from 94.4% as of March 31, 2023.

Current wording

Portfolio NOI increased 4.4% for the six month period in 2024 over the prior year period primarily as a result of improved operations in our domestic and international portfolios compared to the prior year. Average base minimum rent for U.S. Malls and

Previous wording

Our effective overall borrowing rate at March 31, 2024 on our consolidated indebtedness increased 15 basis points to 3.51% as compared to 3.36% at March 31, 2023. This is primarily due to an increase in the effective overall borrowing rate on variable rate debt of 45 basis points (6.58% at March 31, 2024 compared to 6.13% at March 31, 2023) and an increase in the effective overall borrowing rate on fixed rate debt of 18 basis points, due to increasing benchmark rates, partially offset by a reduction in the amount of our variable rate debt. The weighted average years to maturity of our consolidated indebtedness was 8.0 years and 8.1 years at March 31, 2024 and December 31, 2023, respectively.

Current wording

Our effective overall borrowing rate at June 30, 2024 on our consolidated indebtedness increased 13 basis points to 3.51% as compared to 3.38% at June 30, 2023. This is primarily due to an increase in the effective overall borrowing rate on variable rate debt of 43 basis points (6.64% at June 30, 2024 compared to 6.21% at June 30, 2023) and an increase in the effective overall borrowing rate on fixed rate debt of 3 basis points, due to increasing benchmark rates, partially offset by a reduction in the amount of our variable rate debt. The weighted average years to maturity of our consolidated indebtedness was 7.8 years and 8.1 years at June 30, 2024 and December 31, 2023, respectively.

Previous wording

Our financing activity for the three months ended March 31, 2024 included completing, on February 1, 2024, the redemption at par of the Operating Partnership’s $600 million 3.75% notes at maturity.

Current wording

Our financing activity for the six months ended June 30, 2024 included completing, on February 1, 2024, the redemption at par of the Operating Partnership’s $600 million 3.75% notes at maturity.

Previous wording

During the three months ended March 31, 2024, we signed 259 new leases and 611 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 3.6 million square feet, of which 2.8 million square feet related to consolidated properties. During the comparable period in 2023, we signed 231 new leases and 497 renewal leases with a fixed minimum rent, comprising approximately 2.4 million square feet, of which 1.9 million square feet related to consolidated properties.

Current wording

U.S. Malls and Premium Outlets portfolio, comprising approximately 6.6 million square feet, of which 5.1 million square feet related to consolidated properties. During the comparable period in 2023, we signed 615 new leases and 1,070 renewal leases with a fixed minimum rent, comprising approximately 5.8 million square feet, of which 4.3 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $62.06 per square foot in 2024 and $65.84 per square foot in 2023 with an average tenant allowance on new leases of $59.73 per square foot and $66.80 per square foot, respectively.

Previous wording

For the purposes of the following comparison between the three months ended March 31, 2024 and 2023, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned or held interests in and operated in both of the periods under comparison.

Current wording

For the purposes of the following comparison between the three and six months ended June 30, 2024 and 2023, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned or held interests in and operated in both of the periods under comparison.

Previous wording

Lease income increased $54.5 million, due to an increase in fixed lease income of $55.2 million primarily due to an increase in fixed minimum lease consideration and higher occupancy, partially offset by a decrease in variable lease income based on tenant sales of $0.7 million.

Current wording

Lease income increased $60.8 million, due to an increase in fixed lease income of $50.2 million primarily due to an increase in fixed minimum lease consideration and higher occupancy and an increase in variable lease income based on tenant sales of $10.6 million.

Previous wording

Other expense decreased $4.8 million primarily due to decreased legal, other professional fees, partially offset by increased mixed use and franchise operations expenses.

Current wording

Other expense decreased $3.7 million primarily due to decreased legal, other professional fees, and mixed use and franchise operations expenses, partially offset by increased ground rent expense.

Previous wording

Income from unconsolidated entities decreased $56.2 million primarily due to lower results of operations year-over-year from our other platform investments, partially offset by improved performance by our U.S. joint venture properties.

Current wording

Income from unconsolidated entities decreased $48.2 million primarily due to lower results of operations year-over-year from our other platform investments, partially offset by improved performance by our U.S. joint venture properties.

Previous wording

Simon’s net income attributable to noncontrolling interests increased $42.0 million due to an increase in the net income of the Operating Partnership.

Current wording

Simon’s net income attributable to noncontrolling interests increased $4.8 million due to an increase in the net income of the Operating Partnership.

Previous wording

Total other income increased $36.7 million, primarily due to a $25.7 million increase in interest income, a $6.2 million increase in other income sources and a $4.8 million increase in land sale activity.

Current wording

Total other income increased $65.0 million, primarily due to a $55.2 million increase in interest income, a $12.1 million increase in other income sources and a $5.1 million increase in land sale activity, partially offset by a $7.4 million decrease in in dividend and distribution income.

Previous wording

Home and regional office costs increased $3.9 million due to increased personnel and compensation costs.

Current wording

Home and regional office costs increased $4.4 million due to increased personnel and compensation costs.

Previous wording

Interest expense increased $31.2 million primarily related to new USD bond issuances of $30.1 million, the Euro exchangeable bond issuance in 2023 of $9.8 million, partially offset by USD bond payoffs during 2024 and 2023 of $12.9 million and a Euro Credit Facility payoff during 2023 of $4.2 million.

Current wording

Interest expense increased $34.4 million primarily related to an increase of $46.2 million due to new USD unsecured bond issuances, an increase of $15.9 million due to the Euro exchangeable bond issuance in 2023, an increase of $5.0 million on secured debt, and the effect of the balance increase of the Credit Facility during 2023 of $3.3 million, partially offset by a decrease of $21.3 million due to USD unsecured bond payoffs during 2024 and 2023, and a decrease of $14.7 million due to the Supplemental Facility repayment during 2023.

Previous wording

Income and other tax expense increased $61.1 million primarily due to increased tax expense of $103.7 million from the gain on sale of our remaining interest in ABG during 2024, partially offset by a tax benefit related to unfavorable year-over-year operations from other platform investments.

Current wording

Income and other tax expense increased $55.5 million primarily due to increased tax expense of $103.7 million from the gain on sale of our remaining interest in ABG during 2024, partially offset by a tax benefit related to unfavorable year-over-year operations from other platform investments.

Previous wording

During 2024, we recognized a gain from the disposition of a property held in our TRG portfolio, our share of which was $10.6 million.

Current wording

During the first six months of 2024, we recognized a gain from the disposition of a property held in our TRG portfolio, our share of which was $10.6 million, partially offset by a $3.3 million loss on the disposition of certain assets by Klépierre. During the first six months of 2023, we recorded a $9.3 million loss on the disposition of certain assets by Klépierre, partially offset by a $4.9 million gain on excess insurance proceeds

Previous wording

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised 0.8% of our total consolidated debt at March 31, 2024. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $897.3 million in the aggregate during the three months ended March 31, 2024. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.

Current wording

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised 0.9% of our total consolidated debt at June 30, 2024. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $2.0 billion in the aggregate during the six months ended June 30, 2024. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.

Previous wording

Our balance of cash and cash equivalents increased $82.1 million during the first three months of 2024 to $1.3 billion as of March 31, 2024 as a result of the operating and financing activity, as further discussed in “Cash Flows” below. Additionally, our short-term investments balances increased $300.0 million to $1.3 billion during the first three months of 2024.

Current wording

Our balance of cash and cash equivalents increased $65.4 million during the first six months of 2024 to $1.2 billion as of June 30, 2024 as a result of the operating and financing activity, as further discussed in “Cash Flows” below. Additionally, our short-term investments balances increased $300.0 million to $1.3 billion during the first six months of 2024.

Previous wording

On March 31, 2024, we had an aggregate available borrowing capacity of approximately $8.1 billion under the Credit Facilities, net of outstanding borrowings of $305.0 million and letters of credit of $58.6 million. For the three months ended March 31, 2024, the maximum aggregate outstanding balance under the Credit Facilities was $305.0 million and the weighted average outstanding balance was $305.0 million. The weighted average interest rate was 5.31% for the three months ended March 31, 2024.

Current wording

On June 30, 2024, we had an aggregate available borrowing capacity of approximately $8.1 billion under the Credit Facilities, net of outstanding borrowings of $305.0 million and letters of credit of $58.6 million. For the six months ended June 30, 2024, the maximum aggregate outstanding balance under the Credit Facilities was $305.0 million and the weighted average outstanding balance was $305.0 million. The weighted average interest rate was 5.30% for the six months ended June 30, 2024.

Previous wording

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the three months ended March 31, 2024 totaled $897.3 million. In addition, we had net repayments of debt from our debt financing and repayment activities of $602.1 million in the first three months of 2024. These activities are further discussed below under “Financing and Debt.” During the first three months of 2024, we also:

Current wording

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the six months ended June 30, 2024 totaled $2.0 billion. In addition, we had net repayments of debt from our debt financing and repayment activities of $818.7 million in the first six months of 2024. These activities are further discussed below under “Financing and Debt.” During the first six months of 2024, we also:

Previous wording

At March 31, 2024, our unsecured debt consisted of $20.1 billion of senior unsecured notes of the Operating Partnership and $305.0 million outstanding under the Credit Facility.

Current wording

At June 30, 2024, our unsecured debt consisted of $20.0 billion of senior unsecured notes of the Operating Partnership and $305.0 million outstanding under the Credit Facility.

Previous wording

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, 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 Supplemental 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 Supplemental Facility.

Current wording

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, 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 Supplemental 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 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.

Previous wording

At March 31, 2024, we had an aggregate available borrowing capacity of $8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the three months ended March 31, 2024 was $305.0 million and the weighted average outstanding balance was $305.0 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of March 31, 2024.

Current wording

At June 30, 2024, we had an aggregate available borrowing capacity of $8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the six months ended June 30, 2024 was $305.0 million and the weighted average outstanding balance was $305.0 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of June 30, 2024.

Previous wording

The Operating Partnership also has available a Commercial Paper program. 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, 2024, we had no outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

Current wording

The Operating Partnership also has available a Commercial Paper program. 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 June 30,

Previous wording

Total mortgage indebtedness was $5.3 billion and $5.2 billion at March 31, 2024 and December 31, 2023, respectively.

Current wording

Total mortgage indebtedness was $5.1 billion and $5.2 billion at June 30, 2024 and December 31, 2023, respectively.

Previous wording

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, 2024, 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.

Current wording

At June 30, 2024, 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 June 30, 2024, 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.

Previous wording

Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the condensed notes to our consolidated financial statements. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. In addition to the guarantee disclosed in Note 6, as of March 31, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $137.6 million. 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. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.

Current wording

Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the condensed notes to our consolidated financial statements. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. In addition to the guarantee disclosed in Note 6, as of June 30, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $121.9 million. 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. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.

Previous wording

stockholders’ best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Current wording

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our stockholders’ best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Previous wording

During the first quarter of 2024, we sold all of our remaining interest in 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 expense in the consolidated statement of operations and comprehensive income.

Current wording

During the first quarter of 2024, we sold all of our remaining interest in 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 (expense) benefit in the consolidated statement of operations and comprehensive income.

Previous wording

Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion. Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $931 million. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction in the remainder of 2024 and 2025 is approximately $491 million. We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 8-10% for all of our new development, expansion and redevelopment projects.

Current wording

Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion. Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $1.1 billion. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction in the remainder of 2024 and 2025 is approximately $481 million. We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 8-10% for all of our new development, expansion and redevelopment projects.

Previous wording

International Development Activity. We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2024 or 2025 is $77 million, primarily funded through reinvested joint venture cash flow and construction loans.

Current wording

International Development Activity. We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2024 or 2025 is $75 million, primarily funded through reinvested joint venture cash flow and construction loans.

Previous wording

Simon paid a common stock dividend of $1.95 per share for the first quarter of 2024. Simon paid common stock dividends of $1.80 per share for the first quarter of 2023. The Operating Partnership paid distributions per unit for the same amounts. On May 6, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the second quarter of 2024 of $2.00 per share, payable on June 28, 2024 to shareholders of record on June 7, 2024. The distribution rate on units is equal to the dividend rate on common stock. In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

Current wording

Simon paid a common stock dividend of $2.00 per share for the second quarter of 2024 and $3.95 per share for the six months ended June 30, 2024. Simon paid common stock dividends of $3.65 per share for the six months ended June 30, 2023. The Operating Partnership paid distributions per unit for the same amounts. On August 5, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the third quarter of 2024 of $2.05 per share, payable on September 30, 2024 to shareholders of record on September 9, 2024. The distribution rate on units is equal to the dividend rate on common stock. In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

Previous wording

Certain statements made in this Quarterly Report on Form 10-Q may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company's actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; an increase in vacant space at our properties; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; natural disasters; the availability of comprehensive insurance coverage; the intensely competitive market environment in the retail industry, including e-commerce; security breaches that could compromise our information technology or infrastructure; reducing emissions of greenhouse gases; environmental liabilities; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; the loss of key management personnel; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; changes in market rates of interest; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; risks relating to our joint venture properties, including guarantees of certain j…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain statements made in this Quarterly Report on Form 10-Q may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company's actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, recessionary pressures, wars, escalating geopolitical tensions as a result of the war in Ukraine and the conflicts in the Middle East, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; an increase in vacant space at our properties; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; natural disasters; the availability of comprehensive insurance coverage; the intensely competitive market environment in the retail industry, including e-commerce; security breaches that could compromise our information technology or infrastructure; reducing emissions of greenhouse gases; environmental liabilities; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; the loss of key management personnel; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; changes in market rates of interest; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; risks relating to our joint venture properties, including guarantees of certain j…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, real estate FFO, diluted FFO per share, NOI, beneficial interest of combined NOI and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio. We are providing different components of NOI, such as Portfolio NOI (a component of beneficial interest of combined NOI that relates to the operational performance of our global real estate portfolio), to provide investors with disaggregated information to further differentiate our global real estate portfolio performance from corporate and other platform investments.

Current wording

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, real estate FFO, diluted FFO per share, real estate FFO per share, NOI, beneficial interest of combined NOI and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio. We are providing different components of NOI, such as Portfolio NOI (a component of beneficial interest of combined NOI that relates to the operational performance of our global real estate portfolio), to provide investors with disaggregated information to further differentiate our global real estate portfolio performance from corporate and other platform investments.
Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

Premium Outlets increased 3.0% to $57.94 psf as of June 30, 2024, from $56.27 psf as of June 30, 2023. Ending occupancy for our U.S. Malls and Premium Outlets increased 0.9% to 95.6% as of June 30, 2024, from 94.7% as of June 30, 2023.

Current report — wording carried from elsewhere

During the six months ended June 30, 2024, we signed 572 new leases and 1,251 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our

Current report — wording carried from elsewhere

Lease income increased $115.3 million, due to an increase in fixed lease income of $105.4 million primarily due to an increase in fixed minimum lease consideration and higher occupancy and an increase in variable lease income based on tenant sales of $9.9 million.

Current report — wording carried from elsewhere

Other expense decreased $8.5 million primarily due to decreased legal, other professional fees, and mixed use and franchise operations expenses, partially offset by increased ground rent expense.

Current report — wording carried from elsewhere

Income from unconsolidated entities decreased $104.5 million primarily due to lower results of operations year-over-year from our other platform investments, partially offset by improved performance by our U.S. joint venture properties.

Current report — wording carried from elsewhere

Simon’s net income attributable to noncontrolling interests increased $46.8 million due to an increase in the net income of the Operating Partnership.

Current report — wording carried from elsewhere

2024, we had no outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

Current report — wording carried from elsewhere

by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

The average annual initial base minimum rent for new leases was $65.79 per square foot in 2024 and $62.08 per square foot in 2023 with an average tenant allowance on new leases of $63.25 per square foot and $59.96 per square foot, respectively.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

At March 31, 2024, our consolidated subsidiaries were the borrowers under 36 non-recourse mortgage notes secured by mortgages on 39 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages

Previous report — wording carried elsewhere

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our