Sentences and paragraphs of SPG's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-21.
Each links to the text at sec.gov.
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RewordedRisk Factors
Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of such information Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Also, the failure of the Operating Partnership or any subsidiary partnership or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including Simon.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be used in a generative AI or machine learning application and we may be unable to control, safeguard, or prevent the use or misuse of such information Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. information.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Governments and other authorities could respond to epidemics, pandemics or other health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
If we cannot use AI, or if our use is restricted, or if we fail to adapt to changes from an increased use of AI, our business may be less efficient, or we may be at a competitive disadvantage.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We also have an equity stake in Klépierre, a publicly traded European real estate company which operates in 14 13 countries in Europe, and in TRG, which has an interest in certain retail properties in Asia. Europe.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Additionally, a high interest rate environment, as we are currently experiencing, and which the Company believes will continue in 2025, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We apply the equity method of accounting to the other 79 88 properties (the joint venture properties) and properties), our investments in Klépierre (a publicly traded, Paris-based real estate company), The Taubman Realty Group, LLC, or TRG, as well as our investments in certain entities involved in retail operations, such as Catalyst Brands 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.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
As of December 31, 2024, 2025, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Germany, Indonesia, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, the People’s Republic of China, South Korea, Spain, Thailand, and the United Kingdom.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Such international activities carry risks that are different from from, or may be of a different magnitude than, those we face with our domestic properties and operations.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of as well as evolving consumer preferences and purchasing habits.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of as well as evolving consumer preferences and purchasing habits.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesRisk Factors
To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, and the value of our properties, any of which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
As of December 31, 2024, and until October 31, 2025, we owned an 88% noncontrolling interest in The Taubman Realty Group, LLC, or TRG. As further discussed in Note 4 to the financial statements, on October 31, 2025, we acquired the remaining 12% interest which we did not previously own, or the TRG Acquisition.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
a non-cash gain of $2.9 billion, or $7.56 per diluted share/unit, related to the remeasurement of our previously held 88% noncontrolling equity interest in TRG to fair value as a result of the TRG Acquisition and a non-cash gain of $21.6 million, or $0.06 per diluted share/unit, during the fourth quarter of 2025 related to the disposition of our interest in one unconsolidated property,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
increased depreciation and amortization of $161.1 million, or $0.43 per diluted share/unit, primarily due to acquisition and development activity, the majority of which relates to the TRG Acquisition,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
increasing our borrowings under the Operating Partnership’s global unsecured commercial paper program, or the Commercial Paper program by $355.0 million,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
During the fourth quarter of 2025, we exchanged 568,896 shares of Klépierre to settle the conversion of €15.4 million ($18.1 million U.S. dollar equivalent) of the Operating Partnership’s exchangeable bonds. See further discussion in Note 6. The balance of the exchangeable bonds is €734.6 million ($862.4 million U.S. dollar equivalent) as of December 31, 2025,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
on October 31, 2025, as part of the TRG Acquisition as discussed in Note 4, consolidated mortgage debt increased by $3.1 billion,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
1, 2025. Another portion of the proceeds was used to repay the €500 million outstanding under the Supplemental Facility on October 8, 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
on March 13, 2025, the Operating Partnership repaid €18 million under the Credit Facility that had been outstanding on December 31, 2024,
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
On October 31, 2025, we closed on the acquisition of the remaining 12% interest in TRG which we did not previously own. As a result of this acquisition, we obtained control of and consolidated TRG as of the acquisition date. TRG has an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia, 11 of which are now consolidated and 11 of which are accounted for under the equity method upon the acquisition.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
During the fourth quarter of 2025, we exchanged 568,896 shares of Klépierre to settle the conversion of €15.4 million ($18.1 million U.S. dollar equivalent) of the Operating Partnership’s exchangeable bonds. See further discussion in Note 6. The balance of the exchangeable bonds is €734.6 million ($862.4 million U.S. dollar equivalent) as of December 31, 2025.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
On November 17, 2025, we completed the acquisition of a 100% interest in a retail property, Phillips Place, located in Charlotte, North Carolina. The cash consideration including working capital was $143.8 million. The property is unencumbered.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
On October 31, 2025, we closed on the acquisition of the remaining 12% interest in TRG which we did not previously own in exchange for approximately 5.06 million units in the Operating Partnership. As a result of this acquisition, we obtained control of and consolidated TRG as of the acquisition date. TRG had an interest in 22 regional, super-regional, and outlet malls in the U.S. and Asia, 11 of which are now consolidated and 11 of which are accounted for under the equity method upon the acquisition. This acquisition aligns with our strategy of owning high-quality assets, unlocking operational synergies and driving further innovation. Refer to Note 4 for additional information regarding the assets acquired and liabilities assumed.
Read it in 10-K 2026-02-25 at sec.gov ↗
RemovedMD&A
amending, restating, and extending our Supplemental Facility on September 19, 2024,
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
due to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
For the purposes of the following comparisons between the years ended December 31, 2024 and 2023 and the years ended December 31, 2023 and 2022, 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 and operated in both years in the year to year comparisons.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
received net proceeds from the redemption of short-term investments of $1.0 billion,
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
During the fourth quarter of 2022, we sold to ABG our interests in the licensing venture of Eddie Bauer for additional interests in ABG. As a result, in the fourth quarter of 2022, we recognized a non-cash pre-tax gain of $159.0 million, representing the difference between the fair value of the interests received and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million, representing the difference between the fair value of the interests received and the $102.7 million carrying value of the intellectual property licensing ventures less costs to sell. On
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership with ABG to become the core licensee and operating partner for Reebok in the United States.
Read it in 10-K 2025-02-21 at sec.gov ↗
RemovedMD&A
Simon paid a common stock dividend of $2.10 per share in the fourth quarter of 2024 and $8.10 per share for the year ended December 31, 2024. The Operating Partnership paid distributions per unit for the same amounts. In 2023, Simon paid dividends of $1.90 and $7.45 per share for the three and twelve month periods ended December 31, 2023,
Read it in 10-K 2025-02-21 at sec.gov ↗
RewordedMD&A
Interest expense increased $51.1 $69.0 million primarily related to an increase of $81.8 $61.0 million due to new USD unsecured bond issuances, issuances in 2025 and 2024, an increase of $35.0 $27.0 million due related to the Euro exchangeable bond issuance in 2023, property transactions, and an increase of $6.1 $8.8 million related to draws on secured debt the USD and the effect of the balance increase of the Credit Facility during 2023 of $1.4 million, Euro revolving credit facilities in 2025, partially offset by a $51.5 million decrease of $46.1 million due to USD unsecured bond payoffs during 2024 in 2025 and 2023, and a decrease of $27.1 million due to the Supplemental Facility repayment during 2023. 2024.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Penney Penney’s acquisition of the retail operations of SPARC Group, offset by the non-cash pre-tax gains on the deemed disposal of a portion of our investment in ABG of $59.1 million and SPARC Group of $145.8 million and our share of the gain on the sale of a portion of our ABG interest of $157.1 million during 2023, the an other-than-temporary impairment charge of $57.0 million in 2024 million, representing our pre-development costs associated with an unconsolidated joint venture development project, and a reduction in the carrying value of certain equity investments of $7.0 million in 2024. interests.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Total other Other income increased $99.1 decreased $59.9 million, primarily due to a $56.6 million increase decrease in interest income, a $52.0 million increase net decrease in mixed use and franchise operations income, a $13.1 of $18.9 million increase in dividend and distribution income and a $3.7 $7.0 million increase decrease in Simon Brand Ventures, fee and other income, lease settlements, partially offset by a $17.0 $14.8 million decrease increase in lease settlement net other income primarily related to the property transactions noted above and a $9.3 $7.8 million decrease increase in land sale activity.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Noncontrolling interest partners share of NOI (43,016) (32,605) (30,918) Beneficial NOI of consolidated entities $ 4,871,699 $ 4,594,369 $ 4,284,662 Reconciliation of NOI of unconsolidated entities: Net Income $ 917,853 $ 707,246 $ 853,986 Interest expense 719,938 711,402 685,193 Loss (gain) (Gain) loss on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net (23,865) 36,536 (20,529) Operating Income Before Other Items 1,613,926 1,455,184 1,518,650 Depreciation and amortization 653,488 636,218 656,089 Other expenses (2) — 73,152 143 NOI of unconsolidated entities $ 2,267,414 $ 2,164,554 $ 2,174,882 Less:
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
On November 9, 2023, August 19, 2025, the Operating Partnership completed the issuance of the following $700 million of senior unsecured notes: $500 million notes with a fixed interest rate of 6.25% 4.375% and $500 a maturity date of October 1, 2030, and $800 million of senior unsecured notes with a fixed interest rate of 6.65%, with 5.125% and a maturity dates date of January 15, 2034 and January 15, 2054, respectively. October 1, 2035.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
On November 9, 2023, Subsequent to 2025, on January 13, 2026, the Operating Partnership completed the issuance of the following $800 million of senior unsecured notes: $500 million notes with a fixed interest rate of 6.25% 4.30% and $500 million with a fixed interest rate of 6.65%, with maturity dates date of January 15, 2034 and January 15, 2054, respectively. 2031.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
On November 9, 2023, Subsequent to 2025, on January 13, 2026, the Operating Partnership completed the issuance of the following $800 million of senior unsecured notes: $500 million notes with a fixed interest rate of 6.25% 4.30% and $500 million with a fixed interest rate of 6.65%, with maturity dates date of January 15, 2034 and January 15, 2054, respectively. 2031.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
On January 30, 2025, we completed the acquisition of a acquired 100% interest in two luxury outlet destinations in Italy, one The Mall Luxury Outlets Firenze, a 264,750 square foot center located in Leccio, nearby Florence, and the other The Mall Luxury Outlets Sanremo, a 122,300 square foot center located in Sanremo, on the Italian riviera. Sanremo.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
At December 31, 2024, 2025, our unsecured debt, excluding discounts and debt issuance costs, consisted of $19.1 billion of senior unsecured notes of the Operating Partnership and $323.7 Partnership, a €350 million ($410.9 million U.S. dollar equivalent) unsecured term loan, $460 million outstanding under the Credit Facility. Facility and $355 million outstanding under the Commercial Paper program.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Such factors include, but are not limited to: the intensely competitive market environment in the retail real estate industry and 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 the effects of greenhouse gases; climate change; environmental liabilities; natural or other disasters; 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; and general risks related to real estate investments, including the illiquidity of real estate investments.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Home and regional office costs increased $15.7 $28.5 million and general and administrative increased $16.1 million, due to increased personnel and compensation costs. costs, including adjustments to performance-based stock compensation accruals to reflect current results and our expectations of future performance.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
On February 8, 2024, 5, 2026, Simon’s Board of Directors authorized a new common stock repurchase program program, which immediately replaced the prior existing repurchase program, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. plan.
Read it in 10-K 2026-02-25 at sec.gov ↗