SPG 10-K Annual Report Dec. 31, 2020 | Alphaminr
SIMON PROPERTY GROUP INC /DE/
ALPHAMINR

SPG 10-K Fiscal year ended Dec. 31, 2020

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SIMON PROPERTY GROUP INC /DE/
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Qualitative and Quantitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group,L.P., Washington Prime GroupInc. and Washington Prime Group,L.P., dated as of May27, 2014 (incorporated by reference to Exhibit2.1 of the Registrants Current Report on Form8-K filed May29, 2014). 2.2 Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among the Taubman Parties and the Simon Parties (incorporated by reference to exhibit 2.1 of Simon Property Group Inc.s and Simon Property Group L.P.s Current Report on Form 8-K filed on November 16, 2020). 3.1 Restated Certificate of Incorporation of Simon Property Group, Inc. (incorporated by reference to AppendixA of Simon Property Group, Inc.s Proxy Statement on Schedule14A filed March27, 2009). 3.2 Amended and Restated By-Laws of Simon Property Group, Inc. as adopted on March 20, 2017 (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.s Current Report on Form 8-K filed March 24, 2017). 3.3 Certificate of Powers, Designations, Preferences and Rights of the 83/8% SeriesJ Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit3.2 of Simon Property Group, Inc.s Current Report on Form8-K filed October20, 2004). 3.4 Certificate of Designation of SeriesA Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit3.1 of Simon Property Group, Inc.s Current Report on Form8-K filed May15, 2014). 3.5 Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit3.1 of Simon Property Group,L.P.'s Annual Report on Form10-K filed March31, 2003). 3.6 Eighth Amended and Restated Limited Partnership Agreement of Simon Property Group,L.P. dated as of May8, 2008 (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed May9, 2008). 3.7 Certificate of Designation of SeriesB Junior Participating Redeemable Preferred Units of Simon Property Group,L.P. (incorporated by reference to Exhibit3.1 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q filed August8, 2014). 3.8 Agreement between Simon Property Group,Inc. and Simon Property Group,L.P. dated March7, 2007, but effective as of August27, 1999, regarding a prior agreement filed under an exhibit99.1 to FormS-3/A of Simon Property Group,L.P. on November20, 1996 (incorporated by reference to Exhibit3.4 of Simon Property Group,L.P.'s Annual Report on Form10-K filed March16, 2007). 3.9 Agreement between Simon Property Group,Inc. and Simon Property Group,L.P. dated April29, 2009, but effective as of October14, 2004, regarding redemption of the Registrant's SeriesI Preferred Units (incorporated by reference to Exhibit3.2 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q filed May8, 2009). 4.1 (a) Indenture, dated as of November26, 1996, by and among Simon Property Group,L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit4.1 of Simon Property Group,L.P.'s Registration Statement on FormS-3 filed October21, 1996 (Reg. No.333-11491)). 4.2 Description of Each Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 9.1 Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March1, 2004 between Melvin Simon& Associates,Inc., on the one hand and Melvin Simon, Herbert Simon and David Simon on the other hand (incorporated by reference to Exhibit9.1 of Simon Property Group, Inc.s Quarterly Report on Form10-Q filed May10, 2004). 9.2 Voting Trust Agreement, Voting Agreement and Proxy dated as of March1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit9.2 of Simon Property Group, Inc.s Quarterly Report on Form10-Q filed May10, 2004). 10.1 Form of the Indemnity Agreement between Simon Property Group, Inc. and its directors and officers (incorporated by reference to Exhibit10.7 of Simon Property Group, Inc.s FormS-4 filed August13, 1998 (Reg. No.333-61399)). 10.2 Registration Rights Agreement, dated as of September24, 1998, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit4.4 of Simon Property Group, Inc.s Current Report on Form8-K filed October9, 1998). 10.3 Registration Rights Agreement, dated as of August27, 1999, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit4.4 of the Registration Statement on FormS-3 filed March24, 2004 (Reg. No.333-113884)). 10.4 Registration Rights Agreement, dated as of November14, 1997, by and between OConnor Retail Partners,L.P. and Simon DeBartolo Group,Inc. (incorporated by reference to Exhibit4.8 of the Registration Statement on FormS-3 filed December7, 2001 (Reg. No.333-74722)). 10.5* Simon Property Group,L.P. Amended and Restated 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed April10, 2014). 10.6* Form of Nonqualified Stock Option Award Agreement under the Simon Property Group,L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.8 of Simon Property Group, Inc.s Annual Report on Form10-K filed March16, 2005). 10.7* Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.9 of Simon Property Group, Inc.s Annual Report on Form10-K filed February28, 2007). 10.8* Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.10 of Simon Property Group, Inc.s Annual Report on Form10-K filed March 16, 2005). 10.9* Employment Agreement between Simon Property Group, Inc. and David Simon effective as of July6, 2011 (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s Current Report on Form8-K filed July7, 2011). 10.10* First Amendment to Employment Agreement between Simon Property Group, Inc. and David Simon, dated as of March29, 2013 (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed April4, 2013). 10.11* Non-Qualified Deferred Compensation Plan dated as of December31, 2008 (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Quarterly Report on Form10-Q filed November5, 2009). 10.12* Amendment 2008 Performance Based-Restricted Stock Agreement dated as of March6, 2009 (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s Quarterly Report on Form10-Q filed November5, 2009). 10.13* Certificate of Designation of Series2010 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.4 of Simon Property Group,Inc.'s Current Report on Form8-K filed March19, 2010). 10.14* Form of Series2010 LTIP Unit (Three Year Program) Award Agreement under the Simon Property Group,L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed March19, 2010). 10.15* Form of Series2010 LTIP Unit (Two Year Program) Award Agreement under the Simon Property Group,L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s Current Report on Form8-K filed March19, 2010). 10.16* Form of Series2010 LTIP Unit (One Year Program) Award Agreement under the Simon Property Group,L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit10.3 of Simon Property Group, Inc.s Current Report on Form8-K filed March19, 2010). 10.17* Certificate of Designation of Series CEO LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.3 of Simon Property Group,Inc.'s Current Report on Form8-K filed July7, 2011). 10.18* Simon Property Group Series CEO LTIP Unit Award Agreement (incorporated by reference to Exhibit10.4 of Simon Property Group, Inc.s Current Report on Form8-K filed July7, 2011). 10.19* First Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement dated as of December22, 2011 (incorporated by reference to Exhibit10.24 of Simon Property Group, Inc.s Annual Report on Form10-K filed February28, 2012). 10.20* Second Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement, dated as of March29, 2013 (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s Current Report on Form8-K filed April4, 2013). 10.21* Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement, dated as of December31, 2013 (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed January2, 2014). 10.22* Certificate of Designation of Series2011 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.5 of Simon Property Group,Inc.'s Current Report on Form8-K filed July7, 2011). 10.23* Form of Simon Property Group Series2011 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.6 of Simon Property Group, Inc.s Current Report on Form8-K filed July7, 2011). 10.24* Certificate of Designation of Series2012 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.2 of Simon Property Group, L.P.'s Quarterly Report on Form10-Q filed May11, 2012). 10.25* Amended and Restated Certificate of Designation of Series2012 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.5 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q filed May7, 2014). 10.26* Form of Simon Property Group Series2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Quarterly Report on Form10-Q filed May8, 2012). 10.27* Simon Property Group Amended and Restated Series2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s Current Report on Form8-K filed April28, 2014). 10.28* Certificate of Designation of Series2013 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.2 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q filed May10, 2013). 10.29* Form of Simon Property Group Series2013 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.3 of Simon Property Group, Inc.s Current Report on Form8-K filed April4, 2013). 10.30* Form of Simon Property Group Executive Officer LTIP Waiver, dated April18, 2014 (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s Current Report on Form8-K filed April28, 2014). 10.31* Simon Property Group CEO LTIP Unit Adjustment Waiver, dated April18, 2014 (incorporated by reference to Exhibit10.3 of Simon Property Group, Inc.s Current Report on Form8-K filed April28, 2014). 10.32* Form of Simon Property Group Series 2014 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.s Quarterly Report on Form 10-Q filed May 7, 2014). 10.33* Certificate of Designation of Series2014 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.3 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q filed May7, 2014). 10.34 Amended and Restated $2,750,000,000 Credit Agreement dated as of March2, 2015 (incorporated by reference to Exhibit10.1 of Simon Property Group,L.P.s Current Report on Form8-K filed March3, 2015). 10.35* Form of Simon Property Group Series2015 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.3 of Simon Property Group, Inc.s Quarterly Report on Form10-Q/A for the quarter ended March31, 2015 filed on January13, 2016). 10.36* Certificate of Designation of Series2015 LTIP Units of Simon Property Group,L.P. (incorporated by reference to Exhibit10.4 of Simon Property Group,L.P.'s Quarterly Report on Form10-Q/A for the quarter ended March31, 2015 filed on January13, 2016). 10.37* Form of Simon Property Group Series2016 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended March31, 2016 filed on May 5, 2016). 10.38* Form of Certificate of Designation of Series2016 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended March31, 2016 filed on May 5, 2016). 10.39 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 6, 2016 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.s Current Report on Form 8-K filed April 7, 2016). 10.40 Amended and Restated $4,000,000,000 Credit Agreement, dated as of March 17, 2017 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.s Current Report on Form 8-K filed March 20, 2017). 10.41 Amended and Restated $3,500,000,000 Credit Agreement, dated as of February 15, 2018 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.s Current Report on Form 8-K filed February 15, 2018). 10.42* Form of Simon Property Group Series2018 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.1 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended March31, 2018 filed on May 3, 2018). 10.43* Form of Certificate of Designation of Series2018 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended March31, 2018 filed on May 3, 2018). 10.44* Simon Property Group, L.P. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.s Current Report on Form 8-K filed May 8, 2019). 10.45* Form of Simon Property Group Series2019 LTIP Unit Award Agreement (incorporated by reference to Exhibit10.2 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended June 30, 2019 filed on August 7, 2019). 10.46* Form of Certificate of Designation of Series2019 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit10.3 of Simon Property Group, Inc.s and Simon Property Group, L.P.s Quarterly Report on Form10-Q for the quarter ended June30, 2019 filed on August 7, 2019). 10.47 SecondAmended and Restated $6,000,000,000 Credit Agreement, dated as of March 16, 2020 (incorporated by reference to Exhibit 99.2 of Simon Property Group Inc.s and Simon Property Group, L.P.s Current Report on Form 8-K filed March 16, 2020). 10.48* Form of Restricted Stock Unit Agreement under Simon Property Group, L.P. 2019 Stock Incentive Plan. 21.1 List of Subsidiaries of Simon Property Group Inc. and Simon Property Group, L.P. 23.1 Simon Property Group,Inc.Consent of Ernst& YoungLLP. 23.2 Simon Property Group,L.P.Consent of Ernst& YoungLLP. 31.1 Simon Property Group,Inc.Certification by the Chief Executive Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Simon Property Group,Inc.Certification by the Chief Financial Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.3 Simon Property Group,L.P.Certification by the Chief Executive Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.4 Simon Property Group,L.P.Certification by the Chief Financial Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Simon Property Group,Inc.Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Simon Property Group,L.P.Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.