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2015 Annual Report Home to Every Major Global Fashion & Luxury Brand

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2015 Annual Report Home to Every Major Global Fashion & Luxury Brand 2015 ANNUAL REPORT HOME TO EVERY MAJOR GLOBAL FASHION & LUXURY BRAND CONTENTS ii From the Chairman & CEO vii Financial Highlights xi Sustainability Highlights xii Investment Highlights xiv Board of Directors & Management 1 10-K 48 Management’s Discussion & Analysis 67 Financial Statements Simon Property Group, Inc. (NYSE: SPG) is an S&P 100 company and a leader in the global retail real estate industry. NOBODY IS CLOSER TO WHAT IS TRENDING THAN SIMON FROM THE CHAIRMAN & CEO Dear Fellow Stockholders, If I can turn your attention to the following chart (top right), you will see our record of excellence. Let me begin by thanking all of the Simon Property Despite the challenges our industry has faced Simon has been able Group (“Simon”) associates for delivering another record- to produce returns well above breaking year. Funds from operations (“FFO”) increased the S&P 500 and our real estate peers. The naysayers have been to $3.6 billion, or $9.86 per share, a record for both plentiful, yet our performance our Company and the real estate industry, and grew speaks for itself. 10.8% per share compared to 2014. We also increased Though past performance does not guarantee future success, we know our dividend by 17.5% over 2014 to a total of $6.05 per what it takes to produce financial common share and are on pace to pay at least $6.40 results and we do not take it for granted. We have overcome many per common share for 2016. Our team at Simon and, of obstacles to achieve these returns. course, the quality of our properties and our operations, These include but are not limited to: • The significant change in our enable us to generate these impressive results year after retailer base: for instance, only year. I am extremely proud of our success in 2015 and 3 of our top 10 tenants in 1993, when we went public, exist in enthusiastic about the future of our Company. their same form today; • Department store upheaval, mergers, store closings, weakened balance sheets; • Leveraged buyouts of specialty retailers that put too much debt on a solid business; • Overbuilding in the retail industry during various cycles that led to an oversupply in malls, power centers and lifestyle centers; • The continuing evolution of the Internet and the common view that it will replace all other forms of brick and mortar shopping; • The negative mall narrative — i.e., that all malls will cease to exist; and • Aging of the baby boomers and the demographics and psychographics of millennials and the common view that they only shop online, only live in the urban environment and will never marry and have children. Above: St. Johns Town Center, Jacksonville, FL ii SIMON PROPERTY GROUP, INC. HISTORY OF OUTPERFORMANCE SPG has outperformed relevant indices including the MSCI U.S. REIT Index (RMS) and the S&P 500 Simon Property Group, Inc. RMS S&P 500 Index (Total Return %) 3,000 3,000% 2,500 2,000 1,500 Unfortunately, this list could go on. Fortunately for us, our focus is on 1,000 813% what we can do to evolve and prosper. 584% Our ability to continue to transform 500 our business and willingness to take 0 risks has allowed us to succeed in this 93 95 97 99 01 03 05 07 09 11 13 15 ever changing and challenging world, and in fact, we intend to turn many of Source for RMS and S&P 500: SNL Financial these challenges into opportunities. As of March 18, 2016 As one example, I believe that millennials (we call them “mallennials” at Simon), some 80 million strong (and larger than the Baby Boom generation), will • We enhance our existing assets • We expand our global footprint marry, have children and frequent the through redevelopment and through international investments mall for their generation to come. expansion projects that provide where we can export Simon It is important to understand our long-term accretive returns while satisfying know-how; strategy which includes the following: shopper needs and wants; • We make other accretive, strategic • Focus on the ownership of • We invest in new developments that investments that will enhance our high-quality retail real estate; meet our stringent investment cri- franchise; and teria where the market will support • We manage our balance sheet and • Own assets along the price another shopping destination; spectrum of retail real estate; the excess cash flow that comes • We make accretive acquisitions from our operations. • Lead the industry in successful and of existing centers or portfolios of profitable acquisitions; assets where Simon can add value; With that backdrop, let’s turn to 2015. • Expor t our “know-how” internationally; • Enhance the shopping experience through innovations and investments Below: in the “Mall of the Future” and Phipps Plaza, establish a direct relationship with Atlanta, GA our shopper; and • Accomplish all of this while maintain- ing a high investment-grade rating and access to multiple forms of capital. Much of our success stems from our hard work in successfully executing on this long-term strategy and it pro- vides us a framework for approaching our business day in and day out. I am pleased with how well we have execut- ed on both our business and financial strategies and the progress we continue to make in reinventing the future of the shopping experience. Before we discuss our 2015 highlights, let me provide a checklist of how we grow our earnings. • We increase the cash flow from our existing assets through growth Right: Del Amo in our comparable property net Fashion Center, Torrance operating income (“NOI”); (Los Angeles), CA 2015 ANNUAL REPORT iii Below: Fashion Valley, San Diego, California TOTAL SHAREHOLDER RETURNS Comparable Property NOI Redevelopments and Our U.S. Malls and Premium Outlets® Expansions 1-YEAR 3-YEAR 5-YEAR 10-YEAR 20-YEAR once again delivered strong financial Our properties are hubs of retail, dining, and operational results: SPG 10% 43% 141% 281% 2,233% entertainment and socializing in their • The releasing spread for the rolling respective markets. We continue to RMS 3% 37% 75% 103% 676% 12 months was $10.62 per square invest in our properties to enhance the S&P 500 1% 53% 81% 102% 383% foot — rent for spaces leased in 2015 market position of our centers, enrich was 18.0% higher than prior rent the shopping experience for shoppers, paid for the same spaces. and reinforce Simon as the destination of choice for both our shoppers and • Total sales on a rolling 12-month our retailers. 2015 Financial and basis were $620 per square foot. Operational Highlights • Occupancy ended the year at a 2015 was a busy year with the strong 96.1%. completion of a number of notable We achieved record results in 2015, redevelopment and expansion including: • Comparable property NOI grew projects. At our iconic Del Amo • FFO increased to $3.571 billion, or 3.7% for our U.S. Malls, Premium Fashion Center in Torrance, California, ® $9.86 per diluted share. Outlets and The Mills. we opened a dramatic two-level ‘Fashion Wing’ addition anchored by • Consolidated revenue increased We certainly confronted some operating a new Nordstrom store. Located in 8.1% to $5.266 billion. challenges during the year including a higher level of retailer bankruptcies the new wing are 100 brands and an • Net income was $1.824 billion, or and the impact of a strong U.S. dollar attractive array of new dining options, $5.88 per diluted share. on tenant sales at a number of our many of which are exclusive to the • SPG delivered a total return to tourist-oriented centers. In the long run, South Bay Area. At Florida Mall in shareholders of 10.2%, outpacing the these are great centers that generate Orlando, we transformed a former MSCI U.S. REIT Index (RMS) return tremendous sales volumes in key tourist department store into retail shops, of 2.5% and the S&P 500 Index markets, which differentiate Simon, and restaurants and a dynamic new food return of 1.4%. SPG has outperformed are an important component of our over- pavilion and replaced another former the S&P 500 13 times in the last all high-quality portfolio. Despite these anchor store with Dick’s Sporting Goods 15 years. challenges, we grew our comparable and the Crayola Experience, a unique, property cash flow well above national hands-on family attraction popular gross domestic product growth and with local shoppers and tourists alike. retailer demand continues to be strong. The conversion of former anchors iv SIMON PROPERTY GROUP, INC. project that will include a complete upgrade of the mall, an expansion of the Neiman Marcus store, as well as additional retail shops and restaurants, and will culminate in the construction of Copley Tower, a 52-story residential building that will transform both the Boston skyline and this already iconic center. We completed multiple expansion projects during the year at several of our high-performing Premium Outlets. A 25-store, 140,000 square Left: The Mills at foot expansion of Las Vegas North Jersey Gardens, Elizabeth, NJ Premium Outlets opened in May, enhancing one of the most productive Below: and well-known Premium Outlet San Francisco Premium Outlets, Centers in North America. In August, Livermore, CA we debuted a 185,000 square foot expansion at San Francisco Premium Outlets, significantly increasing the footprint of one of the country’s leading outlet centers, and making it the largest outlet center in California. Redevelopment and expansion projects that include improvements such as additional retail space, upgraded dining pavilions, more parking, and other amenities, are ongoing at several of our centers including Chicago Premium Outlets, which also recently completed a 250,000 square foot expansion, and Woodbury Common Premium Outlets.
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