Simon Property Group (SPG) risk factors, FY2025 10-K

Risks Related to Tenant Operations at Our Properties

1. 01Conditions that adversely affect the general retail environment could materially and adversely affect us22% rewritten
2. 02Our properties are typically anchored by department stores and other large nationally recognized tenants. Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and others
3. 03We face potential adverse effects from tenant bankruptcies
4. 04Vacant space at our properties could materially and adversely affect us
5. 05We may not be able to lease new or redeveloped properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all
6. 06Acts of violence, civil unrest or criminal activity, actual or threatened terrorist attacks and inappropriate and unacceptable behavior by visitors at our properties could adversely affect our business operations
7. 07We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, as well as evolving consumer preferences and purchasing habits

Risks Related to Real Estate Holdings and Operations

1. 08Some of our properties are subject to potential natural or other disasters
2. 09We face risks associated with climate change
3. 10Some of our potential losses may not be covered by insurance
4. 11As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful
5. 12We face risks associated with the acquisition, development, redevelopment and expansion of properties
6. 13Real estate investments are relatively illiquid

Risks Relating to Income Taxes and REIT Rules

1. 14Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences
2. 15If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, Simon will cease to qualify as a REIT and suffer other adverse consequences
3. 16Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments
4. 17Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms
5. 18Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares
6. 19The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes
7. 20REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan
8. 21Partnership tax audit rules could have a material adverse effect on us
9. 22Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors
10. 23Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control

Risks Related to Indebtedness and the Financial Markets

1. 24We have a substantial debt burden that could affect our future operations
2. 25The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely
3. 26Disruption in the capital and credit markets may increase the cost of capital and may adversely affect our ability to access external financings for our growth and ongoing debt service requirements
4. 27Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms
5. 28An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk

Risks Related to Joint Ventures

1. 29We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them
2. 30The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties
3. 31Our success depends, in part, on our ability to attract, motivate, retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business
4. 32Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations
5. 33We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our computer systems, hardware, technology infrastructure, online sites and related systems
6. 34Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations33% rewritten