SIMON PROPERTY GROUP INC DE

Previous wording

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 all of our real estate properties and other assets. According to the Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon. 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.

Current wording

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. 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.

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 September 30, 2024, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 93 malls, 70 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 September 30, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of September 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.

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 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. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at properties in North America. 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.

Previous wording

We generate the majority of our lease income from retail tenants including consideration received from:

Current wording

We generate the majority of our lease income from retail, dining, entertainment, and other tenants including consideration received from:

Previous wording

Diluted earnings per share and diluted earnings per unit increased $0.54 during the first nine months of 2024 to $5.22 from $4.68 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 decreased $0.98 during the first three months of 2025 to $1.27 from $2.25 for the same period last year. The decrease in diluted earnings per share and diluted earnings per unit was primarily attributable to:

Previous wording

Portfolio NOI increased 4.6% for the nine 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 2.3% to $57.71 psf as of September 30, 2024, from $56.41 psf as of September 30, 2023. Ending occupancy for our U.S. Malls and Premium Outlets increased 1.0% to 96.2% as of September 30, 2024, from 95.2% as of September 30, 2023.

Current wording

Portfolio NOI increased 3.6% for the three month period in 2025 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 2.4% to $58.92 psf as of March 31, 2025, from $57.53 psf as of March 31, 2024. Ending occupancy for our U.S. Malls and Premium Outlets increased 0.4% to 95.9% as of March 31, 2025, from 95.5% as of March 31, 2024.

Previous wording

Our effective overall borrowing rate at September 30, 2024 on our consolidated indebtedness increased 21 basis points to 3.61% as compared to 3.40% at September 30, 2023. This is primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of 25 basis points, due to increasing benchmark rates. The weighted average years to maturity of our consolidated indebtedness was 8.0 years and 8.1 years at September 30, 2024 and December 31, 2023, respectively.

Current wording

Our effective overall borrowing rate at March 31, 2025 on our consolidated indebtedness increased 9 basis points to 3.60% as compared to 3.51% at March 31, 2024. This is primarily due to an increase in the effective overall borrowing rate on the fixed rate debt of 10 basis points, due to increasing benchmark rates. The weighted average years to maturity of our consolidated indebtedness was 7.7 years and 8.1 years at March 31, 2025 and December 31, 2024, respectively.

Previous wording

Our financing activity for the nine months ended September 30, 2024 included:

Current wording

Our financing activity for the three months ended March 31, 2025 included:

Previous wording

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative purposes, we separate the information related to The Mills from our other U.S. operations. We also do not include any information for properties located outside the United States.

Current wording

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative information purposes, we separate the information related to The Mills and TRG from our other U.S. operations. We also do not include any information for properties located outside the United States.

Previous wording

The following table sets forth these key operating statistics for the combined U.S. Malls and Premium Outlets:

Current wording

The following table sets forth these key operating statistics for domestic properties:

Previous wording

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot. Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

Current wording

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot. Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is

Previous wording

During the nine months ended September 30, 2024, we signed 877 new leases and 1,750 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 9.3 million square feet, of which 7.2 million square feet related to consolidated properties. During the comparable period in 2023, we signed 922 new leases and 1,440 renewal leases with a fixed minimum rent, comprising approximately 8.5 million square feet, of which 6.5 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $65.45 per square foot in 2024 and $68.22 per square foot in 2023 with an average tenant allowance on new leases of $55.73 per square foot and $67.77 per square foot, respectively.

Current wording

During the three months ended March 31, 2025, we signed 259 new leases and 550 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 3.1 million square feet, of which 2.4 million square feet related to consolidated properties. During the comparable period in 2024, we signed 259 new leases and 611 renewal leases with a fixed minimum rent, comprising approximately 3.6 million square feet, of which 2.8 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $71.05 per square foot in 2025 and $65.79 per square foot in 2024 with an average tenant allowance on new leases of $64.33 per square foot and $63.25 per square foot, respectively.

Previous wording

For the purposes of the following comparison between the three and nine months ended September 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.

Current wording

For the purposes of the following comparison between the three months ended March 31, 2025 and 2024, 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 $41.1 million, due to an increase in fixed lease income of $51.1 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 $10.0 million.

Current wording

Lease income increased $64.8 million, due to an increase in fixed lease income of $55.7 million primarily due to an increase in fixed minimum lease consideration and higher occupancy, and an increase in variable lease income of $9.1 million.

Previous wording

Total other income increased $25.3 million, primarily due to a $28.6 million increase in interest income, a $4.6 million increase in land sale activity and a $0.6 million increase in other income sources, partially offset by an $8.5 million decrease in mixed use and franchise operations income.

Current wording

Total other income decreased $38.7 million, primarily due to a $14.3 million decrease in interest income, a $10.0 million decrease in mixed use and franchise operations income, a $7.5 million decrease in land sale activity and a $6.9 million decrease in other income sources.

Previous wording

Property operating expense increased $4.6 million as a result of inflationary cost increases.

Current wording

Property operating expense increased $10.7 million as a result of inflationary cost increases as well as the impact of the property transactions previously described.

Previous wording

Home and regional office costs increased $5.7 million due to increased personnel and compensation costs.

Current wording

Home and regional office costs increased $4.3 million due to increased personnel and compensation costs.

Previous wording

Income and other tax expense increased $14.9 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 the tax impact in 2023 from the SPARC and ABG dilutions gains of $49.1 million and a tax benefit related to unfavorable year-over-year operations from other platform investments.

Current wording

Income and other tax benefit (expense) decreased $55.2 million primarily due to the tax impact from the gain on sale of our remaining interest in ABG during 2024 of $103.7 million, partially offset by a smaller tax benefit related to improved year-over-year operations from other platform investments.

Previous wording

We recorded net non-cash unrealized losses of $49.3 million in 2024 compared to net non-cash unrealized losses of $6.2 million in 2023, as a result of mark-to-market activity on publicly traded equity instruments and the change in fair value of a derivative instrument.

Current wording

We recorded net non-cash unrealized losses of $36.8 million in 2025 and net non-cash unrealized losses of $7.2 million in 2024 as a result of mark-to-market activity on publicly traded equity instruments and the change in fair value of a derivative instrument.

Previous wording

During the first nine months of 2024, we recorded a net gain of $6.8 million, which primarily related to 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 $6.0 million loss on the disposition of certain assets by Klépierre. During the first nine months of 2023, we recorded a net loss of $9.9 million, which primarily related to the disposition of certain assets by Klépierre.

Current 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.

Previous wording

Simon’s net income attributable to noncontrolling interests decreased $15.1 million due to a decrease in the net income of the Operating Partnership.

Current wording

Simon’s net income attributable to noncontrolling interests decreased $45.3 million due to a decrease in the net income of the Operating Partnership.

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 0.9% of our total consolidated debt at September 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 $3.0 billion in the aggregate during the nine months ended September 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.

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 0.7% of our total consolidated debt at March 31, 2025. 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 $973.1 million in the aggregate during the three months ended March 31, 2025. 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 $1.0 billion during the first nine months of 2024 to $2.2 billion as of September 30, 2024 as a result of the operating and financing activity, as further discussed in “Cash Flows” below. Additionally, our short-term investments balances decreased $700.0 million to $300.0 million during the first nine months of 2024.

Current wording

Our balance of cash and cash equivalents decreased $20.3 million during the first three months of 2025 to $1.4 billion as of March 31, 2025 as a result of the operating and financing activity, as further discussed in “Cash Flows” below.

Previous wording

September 30, 2024, the maximum aggregate outstanding balance under the Credit Facilities was $325.1 million and the weighted average outstanding balance was $306.3 million. The weighted average interest rate was 5.31% for the nine months ended September 30, 2024.

Current wording

On March 31, 2025, we had an aggregate available borrowing capacity of approximately $8.2 billion under the Credit Facilities, net of letters of credit of $8.6 million. For the three months ended March 31, 2025, the maximum aggregate outstanding balance under the Credit Facilities was $715.5 million and the weighted average outstanding balance was $546.3 million. The weighted average interest rate was 4.48% for the three months ended March 31, 2025.

Previous wording

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the nine months ended September 30, 2024 totaled $3.0 billion. In addition, we had net repayments of debt from our debt financing and repayment activities of $806.4 million in the first nine months of 2024. These activities are further discussed below under “Financing and Debt.” During the first nine months of 2024, we also:

Current wording

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the three months ended March 31, 2025 totaled $973.1 million. In addition, we had net proceeds from our debt financing and repayment activities of $330.9 million in the first three months of 2025. These activities are further discussed below under “Financing and Debt.” During the first three months of 2025, we also:

Previous wording

At September 30, 2024, our unsecured debt consisted of $20.1 billion of senior unsecured notes of the Operating Partnership and $325.1 million outstanding under the Credit Facility.

Current wording

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 Credit Facility.

Previous wording

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 97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit

Current wording

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 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.

Previous wording

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.

Current wording

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

Previous wording

On September 19, 2024, we amended and extended the Supplemental Facility which may be increased to $4.5 billion during its term 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 was extended to January 31, 2029 and can be extended for an additional year to January 31, 2030 at our sole option, subject to the Company’s continued compliance with the terms thereof.

Current wording

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 the continued compliance with the terms thereof.

Previous wording

At September 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 nine months ended September 30, 2024 was $325.1 million and the weighted average outstanding balance was $306.3 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of September 30, 2024.

Current wording

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.

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 September 30, 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 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.

Previous wording

Subsequent to September 30, 2024, we completed the redemption at par of the Operating Partnerships $900 million 3.38% senior unsecured notes at maturity on October 1, 2024.

Current wording

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

Previous wording

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% with a maturity date of September 26, 2034.

Current wording

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.

Previous wording

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

Current wording

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

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 September 30, 2024, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $126.6 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

Previous wording

Acquisitions. 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 transactions was de minimis. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan.

Current wording

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 transactions was de minimis. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan.

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 $1.3 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 $503 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 $944 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 2025 and 2026 is approximately $429 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 $80 million, primarily funded through reinvested joint venture cash flow and construction loans.

Current wording

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 2025 or 2026 is $14 million, primarily funded through reinvested joint venture cash flow and construction loans.

Previous wording

Simon paid a common stock dividend of $2.05 per share for the third quarter of 2024 and $6.00 per share for the nine months ended September 30, 2024. Simon paid common stock dividends of $5.55 per share for the nine months ended September 30, 2023. The Operating Partnership paid distributions per unit for the same amounts. On November 1, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the fourth quarter of 2024 of $2.10 per share, payable on December 30, 2024 to shareholders of record on December 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.

Current wording

Simon paid a common stock dividend of $2.10 per share for the first quarter of 2025. Simon 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. 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

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 September 30, 2024, no repurchases had been made under the new repurchase plan. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

Current wording

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 purchased under the plan. As Simon repurchases shares under the plan, the Operating Partnership repurchases an equal number of units from Simon.

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: the intensely competitive market environment in the retail industry, including e-commerce; 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; an increase in vacant space at our properties; the loss of key management personnel; changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, the impact of tariffs and global trade disruptions on us to the extent impacting our tenants, 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 potential for violence, civil unrest, criminal activity or terrorist activities at our properties; the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; changes in market rates of interest; 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; 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; 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; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; reducing emissions of greenhouse gases; environmental liabilities; natural disasters; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operati…

Excerpt shortened here; the source contains the full paragraph.