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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

SIMON PROPERTY GROUP, INC.

SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)

Delaware				001-14469				04-6268599		
(Simon Property Group, Inc.)		(Simon Property Group, Inc.)		(Simon Property Group, Inc.)		
Delaware				001-36110					34-1755769		
(Simon Property Group, L.P.)		(Simon Property Group, L.P.)		(Simon Property Group, L.P.)		
(State of incorporation			(Commission File No.)					(I.R.S. Employer		
or organization)										Identification No.)		
					225 West Washington Street							
					Indianapolis, Indiana 46204							
				(Address of principal executive offices) (ZIP Code)							
					(317) 636-1600									
			(Registrant’s telephone number, including area code)						
			Securities registered pursuant to Section 12(b) of the Act:						
Simon Property Group, Inc.			Title of each class	Trading Symbols			Name of each exchange on which registered		
		Common stock, $0.0001 par value			SPG					New York Stock Exchange		
Simon Property Group, Inc.	83/ % Series J Cumulative Redeemable	SPGJ					New York Stock Exchange		
	8													
		Preferred Stock, $0.0001 par value									
			Securities registered pursuant to Section 12(g) of the Act: None						
								
Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act).						
		Simon Property Group, Inc.	Yes ☒ No ☐			Simon Property Group, L.P.	Yes ⌧ No ☐		
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.						
		Simon Property Group, Inc.	Yes ☐ No ☒			Simon Property Group, L.P.	Yes ☐ No ⌧		

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Simon Property Group, Inc.	Yes ☒	No ☐	Simon Property Group, L.P.	Yes ⌧	No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Simon Property Group, Inc.	Yes ☒	No ☐	Simon Property Group, L.P.	Yes ⌧	No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Simon Property Group, Inc.:					
Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐		
Simon Property Group, L.P.:			Emerging growth company ☐		
	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐		
Large accelerated filer ☐					
			Emerging growth company ☐		

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Simon Property Group, Inc.	☐	Simon Property Group, L.P.	☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Simon Property Group, Inc.	Yes ☒	No ☐	Simon Property Group, L.P.	Yes ⌧	No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant included in the filing reflect the corrections of an error to previously issued financial statements.

Simon Property Group, Inc.	☐	Simon Property Group, L.P.	☐

Indicate by check mark whether any of those error corrections are restaetments that required a recovery analysis of incentive-based compensations received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Simon Property Group, Inc.

☐

Simon Property Group, L.P.	☐

Indicate by check mark whether the Registrant is a shell company (as defined in rule 12-b of the Act).

Simon Property Group, Inc.	Yes ☐

No ⌧

Simon Property Group, L.P.	Yes ☐

No ⌧

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately $30,812 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2022.

As of January 31, 2023, Simon Property Group, Inc. had 326,923,453 and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, 2022. Simon Property Group, L.P. has no common stock outstanding.

Documents Incorporated By Reference

Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its 2023 Annual Meeting of Stockholders are incorporated by reference in Part III.

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EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the annual period ended December 31, 2022 of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership. 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.

Simon is a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through the Operating Partnership, Simon’s majority-owned partnership subsidiary, for which Simon is the general partner. As of December 31, 2022, Simon owned an approximate 87.4% ownership interest in the Operating Partnership, with the remaining 12.6% ownership interest owned by limited partners. As the sole general partner of the Operating Partnership, Simon has exclusive control of the Operating Partnership’s day-to-day management.

We operate Simon and the Operating Partnership as one business. The management of Simon consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, Simon consolidates the Operating Partnership for financial reporting purposes, and Simon has no material assets or liabilities other than its investment in the Operating Partnership. Therefore, the assets and liabilities of Simon and the Operating Partnership are the same on their respective financial statements.

We believe that combining the annual reports on Form 10-K of Simon and the Operating Partnership into this single report provides the following benefits:

●	enhances investors’ understanding of Simon and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

●	eliminates duplicative disclosure and provides a more streamlined presentation since substantially all of the disclosure in this report applies to both Simon and the Operating Partnership; and

●	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important for investors to understand the few differences between Simon and the Operating Partnership in the context of how we operate as a consolidated company. The primary difference is that Simon itself does not conduct business, other than acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. In addition, Simon itself does not incur any indebtedness, as all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership.

The Operating Partnership holds, directly or indirectly, substantially all of our assets, including our ownership interests in our joint ventures. The Operating Partnership conducts substantially all of our business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by Simon, which are contributed to the capital of the Operating Partnership in exchange for, in the case of common stock issuances by Simon, common units of partnership interest in the Operating Partnership, or units, or, in the case of preferred stock issuances by Simon, preferred units of partnership interest in the Operating Partnership, or preferred units, the Operating Partnership, directly or indirectly, generates the capital required by our business through its operations, the incurrence of indebtedness, proceeds received from the disposition of certain properties and joint ventures and the issuance of units or preferred units to third parties.

The presentation of stockholders’ equity, partners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Simon and those of the Operating Partnership. The differences between stockholders’ equity and partners’ equity result from differences in the equity issued at the Simon and Operating Partnership levels. The units held by limited partners in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements and as noncontrolling interests in Simon’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in Simon’s financial statements include the same noncontrolling interests at the Operating Partnership level and, as previously stated, the units held by limited partners of the Operating Partnership. Although classified differently, total equity of Simon and the Operating Partnership is the same.

To help investors understand the differences between Simon and the Operating Partnership, this report provides:

●	separate consolidated financial statements for Simon and the Operating Partnership;

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●	a single set of notes to such consolidated financial statements that includes separate discussions of noncontrolling interests and stockholders’ equity or partners’ equity, accumulated other comprehensive income (loss) and per share and per unit data, as applicable;

●	a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity; and

●	separate Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities sections related to each entity.

This report also includes separate Part II, Item 9A. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Simon and the Operating Partnership in order to establish that the requisite certifications have been made and that Simon and the Operating Partnership are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of Simon and the Operating Partnership in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

In order to highlight the differences between Simon and the Operating Partnership, the separate sections in this report for Simon and the Operating Partnership specifically refer to Simon and the Operating Partnership. In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to actions or holdings of Simon and the Operating Partnership as being “our” actions or holdings. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through the Operating Partnership.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Annual Report on Form 10-K

December 31, 2022

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Item No.										Page No.	
													Part I			
1.			Business	5	
														
	1A.	Risk Factors	11	
												
	1B.	Unresolved Staff Comments	26	
	2.				Properties		27	
										
3.			Legal Proceedings	56	
									
4.			Mine Safety Disclosures	56	

Part II

5.	Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer

			Purchases of Equity Securities		57	
6.		Reserved	58	
												
7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	59	
											
7A.	Qualitative and Quantitative Disclosure About Market Risk	78	
8.		Financial Statements and Supplementary Data		79	
									
9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	135	
								
9A.	Controls and Procedures	135	
							
9B.	Other Information	137	
						
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	137	

Part III

10.			Directors, Executive Officers and Corporate Governance	137	
11.				Executive Compensation		137	

12.	Security Ownership of Certain Beneficial Owners and Management and Related

		Stockholder Matters	137	
						
13.		Certain Relationships and Related Transactions and Director Independence	137	
14.		Principal Accountant Fees and Services	137	

Part IV

15.	Exhibits, and Financial Statement Schedules	139	
							
16.	Form 10-K Summary	139	
							
Signatures		146	

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Part I

Item 1.	Business

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. 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. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2022, we had ownership interests in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2022, 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.

For a description of our operational strategies and developments in our business during 2022, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

Other Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

While we emphasize equity real estate investments, we may also provide secured financing to or invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers consistent with Simon’s qualification as a REIT. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that Simon cannot make an investment that would cause its real estate assets to be less than 75% of its total assets. Simon must also derive at least 75% of its gross income directly or indirectly from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, Simon must also derive at least 95% of its gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to Simon’s REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies. Additionally we have and may in the future make investments in entities engaged in non-real estate activities, primarily through a taxable REIT subsidiary, similar to the investments we currently hold in certain retail operations.

Financing Policies

Because Simon’s REIT qualification requires us to distribute at least 90% of its REIT taxable income, we regularly access the debt markets to raise the funds necessary to finance acquisitions, develop and redevelop properties, and refinance maturing debt. We must comply with the covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined. For example, the Operating Partnership’s lines of credit and the indentures

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for the Operating Partnership’s debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related agreements, and secured debt to 50% of total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for the debt securities of the Operating Partnership. We strive to maintain investment grade ratings at all times for various business reasons, including their effect on our ability to access attractive capital, but we cannot assure you that we will be able to do so in the future.

If Simon’s Board of Directors determines to seek additional capital, we may raise such capital by offering equity or incurring debt, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, retaining cash flows or a combination of these methods. If Simon’s Board of Directors determines to raise equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Simon’s Board of Directors may issue a number of shares up to the amount of our authorized capital or may issue units in any manner and on such terms and for such consideration as it deems appropriate. We may also raise additional capital by issuing common units of partnership interest in the Operating Partnership, or units. Such securities also may include additional classes of Simon’s preferred stock or preferred units of partnership interest in the Operating Partnership, or preferred units, which may be convertible into common stock or units, as the case may be. Existing stockholders and unitholders have no preemptive right to purchase shares or units in any subsequent issuances of securities by us. Any issuance of equity could dilute a stockholder’s investment in Simon or a limited partner’s investment in the Operating Partnership.

We expect most future borrowings will be made through the Operating Partnership or its subsidiaries. We might, however, incur borrowings through other entities that would be reloaned to the Operating Partnership. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by the Operating Partnership. We issue unsecured debt securities through the Operating Partnership, but we may issue other debt securities which may be convertible into common or preferred stock or be accompanied by warrants to purchase common or preferred stock. We also may sell or securitize our lease receivables. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so.

The Operating Partnership has a $4.0 billion unsecured revolving credit facility, or the Credit Facility and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Credit Facilities. The Credit Facility can be increased in the form of additional commitments in an aggregate amount not to exceed $1.0 billion, for a total aggregate size of $5.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for two additional six-month periods to June 30, 2025, at our sole option, subject to satisfying certain customary conditions precedent.

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.

The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to our continued compliance with the terms thereof.

Borrowings under the Supplemental 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

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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 Supplemental 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 Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

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 the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program.

We may also finance our business through the following:

●	issuance of shares of common stock or preferred stock or warrants to purchase the same;

●	issuance of additional units;

●	issuance of preferred units;

●	issuance of other securities, including unsecured notes and mortgage debt;

●	draws on our Credit Facilities;

●	borrowings under the Commercial Paper program; or

●	sale or exchange of ownership interests in properties.

The Operating Partnership may also issue units to contributors of properties or other partnership interests which may permit the contributor to defer tax gain recognition under the Internal Revenue Code.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property.

Mortgage financing instruments, however, typically limit additional indebtedness on such properties. Additionally, the Credit Facilities, our unsecured note indentures and other contracts may limit our ability to borrow and contain limits on mortgage indebtedness we may incur as well as certain financial covenants we must maintain.

Typically, we invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

Conflict of Interest Policies

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon has adopted governance principles governing the function, conduct, selection, orientation and duties of its subsidiaries and Simon’s Board of Directors and the Company, as well as written charters for each of the standing Committees of Simon’s Board of Directors. In addition, Simon’s Board of Directors has a Code of Business Conduct and Ethics, which applies to all of its officers, directors, and employees and those of its subsidiaries. At least a majority of the members of Simon’s Board of Directors must qualify, and do qualify, as independent under the listing standards of the New York Stock Exchange, or NYSE, and cannot be affiliated with the Simon family, who are significant stockholders in Simon and/or unitholders in the Operating Partnership. In addition, the Audit and Compensation and Human Capital Committees

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of Simon’s Board of Directors are comprised entirely of independent members who meet the additional independence and financial expert requirements of the NYSE as required.

The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simon family or other limited partners of the Operating Partnership. Any transaction between us and the Simon family, including property acquisitions, service and property management agreements and retail space leases, must be approved by the Company’s Audit Committee.

In order to avoid any conflict of interest, the Simon charter requires that at least three-fourths of Simon’s independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. A noncompetition agreement executed by Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contain covenants limiting their ability to participate in certain shopping center activities.

Policies With Respect To Certain Other Activities

We intend to make investments which are consistent with Simon’s qualification as a REIT, unless Simon’s Board of Directors determines that it is no longer in Simon’s best interests to so qualify as a REIT. Simon’s Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. Simon has authority to issue shares of its capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities. On May 16, 2022, Simon's Board of Directors authorized a common stock repurchase plan, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024. Simon may also issue shares of its common stock, or pay cash at its option, to holders of units in future periods upon exercise of such holders’ rights under the partnership agreement of the Operating Partnership. Our policy prohibits us from making any loans to the directors or executive officers of Simon for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans secured by real estate properties owned by others or make investments in companies that own real estate assets.

Competition

The retail real estate industry is dynamic and competitive. We compete with numerous merchandise distribution channels, including malls, outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. We also compete with internet retailing sites and catalogs, including our tenants, which provide retailers with distribution options beyond existing brick and mortar retail properties. The existence of competitive alternatives, accelerated by the impact of COVID-19, could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the tenants to occupy the properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties). We believe that there are numerous factors that make our properties highly desirable to retailers, including:

●	the quality, location and diversity of our properties;

●	our management and operational expertise;

●	our extensive experience and relationships with retailers, lenders and suppliers;

●	our marketing initiatives and consumer focused strategic corporate alliances; and

●	the sustainability of physical retail.

Certain Activities

During the past three years, we have:

●	issued 354,455 shares of Simon common stock upon the exchange of units in the Operating Partnership;

●	issued 751,042 restricted shares of Simon common stock and 108,694 long-term incentive performance units, or LTIP units, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan, as amended, or the 1998 Plan, and the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan;

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●	purchased 3,075,676 shares of Simon common stock in the open market for $333.0 million pursuant to our Repurchase Programs;

●	issued 22,137,500 shares of common stock in a public offering at a public offering price of $72.50 per share, before underwriting discounts and commissions;

●	issued 955,705 units in the Operating Partnership as part of the consideration for the acquisition of an 80% interest in TRG;

●	redeemed 147,103 units in the Operating Partnership at an average price of $137.17 per unit in cash;

●	amended and replaced in its entirety the Operating Partnership’s existing Credit Facility in March 2020, by entering into an unsecured credit facility compromised of (i) an amendment and extension of the Credit Facility and (ii) a $2.0 billion delayed-draw term loan facility, or Term Facility;

●	amended the Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes in November 2021;

●	amended, restated, and extended the Supplemental Facility in October 2021;

●	borrowed a maximum amount of $3.9 billion under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility and Supplemental Facility as of December 31, 2022, were $125.0 million and $802.8 million, respectively;

●	borrowed a maximum amount of $2.0 billion under the Term Facility; there were no outstanding borrowings as of December 31, 2022;

●	there were no outstanding borrowings of Commercial Paper notes as of December 31, 2022; and

●	provided annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.

Human Capital

At December 31, 2022, we and our affiliates employed approximately 3,300 persons at various properties and offices throughout the United States, of which approximately 800 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana.

We believe our employees are the driving force behind our success. To ensure we continue to attract, develop and retain the best talent across the organization, we invest in our employees and provide equal opportunities. We offer a variety of ongoing talent programs that foster continual development, high performance and overall organizational effectiveness, including a series of leadership development programs. We conduct an annual talent-assessment process for selected business functions within our corporate and field organizations that includes plans for individual employee career development and long-term leadership succession, and also conduct an annual performance appraisal process for all regular employees.

We are focused on providing a work environment that is free from any form of discrimination or harassment for any protected class and also embraces principles of inclusiveness. We have implemented a sustainable diversity and inclusion strategy, including an internal policy, targeted solutions for employees and an annual process of assessment, action and evaluation led by our human resources department.

Our compensation program is designed to, among other things, attract, retain and motivate talented and experienced individuals using a mix of competitive salaries, bonuses, equity based awards and other benefits.

Government Regulations Affecting Our Properties

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. As of December 31, 2022, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations. However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material. See further discussion in Item 1A. Risk Factors.

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Corporate Headquarters

Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.

Available Information

Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC. Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the “About Simon/Investor Relations” section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not, and are not intended to be, incorporated into this Annual Report on Form 10-K.

The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Human Capital Committees Charter, and Governance and Nominating Committee Charter.

In addition, we intend to disclose on our Internet website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be publicly disclosed pursuant to rules of the SEC and the NYSE.

Information about our Executive Officers

The following table sets forth certain information with respect to Simon’s executive officers as of February 23, 2023.

Name	Age		Position	
David Simon		61		Chairman of the Board, Chief Executive Officer and President	
John Rulli	66	Chief Administrative Officer	
Steven E. Fivel	62	General Counsel and Secretary	
Brian J. McDade	43	Executive Vice President and Chief Financial Officer	
Adam J. Reuille	48	Senior Vice President and Chief Accounting Officer	
Donald G. Frey	47	Treasurer and Executive Vice President	
Kevin M. Kelly	42	Assistant General Counsel and Assistant Secretary	

The executive officers of Simon serve at the pleasure of Simon’s Board of Directors.

Mr. Simon has served as the Chairman of Simon’s Board of Directors since 2007, Chief Executive Officer of Simon or its predecessor since 1995 and assumed the position of President in 2019. Mr. Simon has also been a director of Simon or its predecessor since its incorporation in 1993. Mr. Simon was the President of Simon’s predecessor from 1993 to 1996. He is the nephew of Herbert Simon.

Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr. Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011.

Mr. Fivel serves as Simon’s General Counsel and Secretary. Prior to rejoining Simon in 2011 as Assistant General Counsel and Assistant Secretary, Mr. Fivel served as Executive Vice President, General Counsel and Secretary of Brightpoint, Inc. Mr. Fivel was previously employed by MSA from 1988 until 1993 and then by Simon from 1993 to 1996. Mr. Fivel was promoted to General Counsel and Secretary in 2017.

Mr. McDade serves as Simon’s Executive Vice President and Chief Financial Officer. Mr. McDade joined Simon in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013 and Treasurer in 2014. He was promoted to Executive Vice President and Chief Financial Officer in 2018.

Mr. Reuille serves as Simon’s Senior Vice President and Chief Accounting Officer and prior to that as Simon’s Vice President and Corporate Controller. Mr. Reuille joined Simon in 2009 and was promoted to Senior Vice President and Chief Accounting Officer in 2018.

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Mr. Frey serves as Simon’s Treasurer and Executive Vice President. Mr. Frey joined Simon in 2010 and most recently served as Simon’s Assistant Treasurer and Senior Vice President prior to his current position which he was promoted to in 2022. Before joining Simon, Mr. Frey was an attorney with Alston & Bird LLP and Dechert LLP.

Mr. Kelly serves as Simon’s Assistant General Counsel and Assistant Secretary. Mr. Kelly joined Simon in 2015 as Senior Finance Counsel and was promoted to Senior Associate, General Counsel in 2020 prior to his current position which he was promoted to in 2022. Prior to joining Simon, Mr. Kelly was an attorney with Sidley Austin, LLP and Fried, Frank, Harris, Shriver & Jacobson.

Item 1A. Risk Factors

The following factors, among others, could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors may have a material adverse effect on our business, financial condition, liquidity, results of operations, funds from operations, or FFO, and prospects, which we refer to herein as a material adverse effect on us or as materially and adversely affecting us, and you should carefully consider them. Additional risks and uncertainties not presently known to us or which are currently not believed to be material may also affect our actual results. We may update these factors in our future periodic reports.

Summary of Risk Factors

The following summarizes our material risk factors. However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.

●	Conditions that adversely affect the general retail environment could materially and adversely affect us.

●	Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.

●	We face potential adverse effects from tenant bankruptcies.

●	Vacant space at our properties could materially and adversely affect us.

●	We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all.

●	Acts of violence, civil unrest or criminal activity and actual or threatened terrorist attacks could adversely affect our business operations.

●	We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits.

●	The ongoing COVID-19 pandemic and governmental reactions thereto, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.

●	Some of our properties are subject to potential natural or other disasters.

●	Some of our potential losses may not be covered by insurance.

●	We face risks associated with climate change.

●	As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful.

●	We face risks associated with the acquisition, development, redevelopment and expansion of properties.

●	Real estate investments are relatively illiquid.

●	Simon 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.
●	If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

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●	Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.

●	Our 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.

●	Dividends 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.

●	The 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.

●	REIT distribution requirements could adversely affect our liquidity and our ability to execute our business plan.

●	Partnership tax audit rules could have a material adverse effect on us.

●	Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors.

●	Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control.

●	We have a substantial debt burden that could affect our future operations.

●	The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.

●	Disruption in the capital and credit markets may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.

●	Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.

●	An 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.

●	We 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.

●	The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.

●	We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

●	An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.

●	Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.

●	Our success depends, in part, on our ability to attract, 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.

Risk Related to Tenant Operations at Our Properties

Conditions that adversely affect the general retail environment could materially and adversely affect us.

Our primary source of revenue is derived from retail tenants which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:

●	domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from actual or perceived changes in economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, such as the conflict in Ukraine, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism, as well as from;

●	levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally;

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●	supply chain disruptions and labor shortages;

●	consumers avoiding in-person shopping due to a heightened level of concern for safety in public places due to heightened sensitivity to risks associated with transmission of disease, as occurred during the COVID-19 pandemic, or consumer perception of increased risk of criminal activity and civil unrest, including acts of terrorism, riots, random acts of violence, mass shootings or inappropriate or unacceptable behavior of other patrons;

●	significant reductions in international travel and tourism, resulting in fewer international retail consumers;

●	consumer perceptions of the safety, convenience and attractiveness of our properties;

●	the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and consumers, which accelerated during the COVID-19 pandemic;

●	the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income;

●	local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates and declines in real estate values;

●	the willingness of retailers to lease space in our properties at attractive rents, or at all;

●	changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors;

●	increased operating costs and capital expenditures, whether from redevelopments, replacing tenants or otherwise;

●	changes in applicable laws and regulations, including tax, environmental, safety and zoning; and

●	epidemics, pandemics or other public health crises, like the COVID-19 pandemic, and the governmental reaction thereto.

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, the value of our properties, which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.

Additionally, a portion of our lease income is derived from overage rents based on sales over a stated base amount that directly depend on the sales volume of our retail tenants. Accordingly, declines in our tenants’ sales performance could reduce the income produced by our properties. Over time, declines in our tenants’ sales performance can also negatively impact our ability to sign new and renewal leases at desired rents.

Some of our properties depend on anchor stores or other large nationally recognized tenants to attract shoppers and we could be materially and adversely affected by the loss of one or more of these anchors or tenants.

Our 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, and such actions became more prevalent during the COVID-19 pandemic.

Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their

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seeking of a lease modification with us. Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants are entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures. Additionally, corporate merger or consolidation activity among department stores and other national retailers typically results in the closure of duplicate or geographically overlapping store locations.

If a department store or large nationally recognized tenant were to close its stores at our properties, we may experience difficulty and delay and incur significant expense in re-tenanting the space, as well as in leasing spaces in areas adjacent to the vacant store, at attractive rates, or at all. Additionally, department store or tenant closures may result in decreased customer traffic, which could lead to decreased sales at our properties. If the sales of stores operating in our properties were to decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of any default by a tenant, we may not be able to fully recover, and/or may experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our leases with such parties.

We face potential adverse effects from tenant bankruptcies.

Bankruptcy filings by retailers can occur regularly in the course of our operations. Although we have not seen an increase in tenant bankruptcies in the last two years, in previous years a number of companies in the retail industry, including certain of our tenants, declared bankruptcy, especially during the height of the COVID-19 pandemic. If a tenant files for bankruptcy, the tenant may have the right to reject and terminate one or more of its leases with us, and we cannot be sure that it will affirm one or more of its leases and continue to make rental payments to us in a timely manner. A bankruptcy filing by, or relating to, one of our tenants would generally prohibit us from evicting this tenant, and bar all efforts by us to collect pre-bankruptcy debts from that tenant, or from their property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of its bankruptcy. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. If a lease is rejected, the unsecured claim we hold against a bankrupt tenant might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. In addition, we may make lease modifications either pre- or post-bankruptcy for certain tenants undergoing significant financial distress in order for them to continue as a going concern. Furthermore, we may be required to incur significant expense in re-tenanting the space formerly leased to the bankrupt tenant. We continually seek to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant or a national tenant with multiple locations, may require a substantial redevelopment of its space, the success of which cannot be assured, and may make the re-tenanting of its space difficult and costly. Any such bankruptcies also make it more difficult to lease the remainder of the space at the affected property or properties. Future tenant bankruptcies may strain our resources and impact our ability to successfully execute our re-leasing strategy and could materially and adversely affect us.

Vacant space at our properties could materially and adversely affect us.

Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future. Among other causes, (1) there has historically been an increased number of bankruptcies of anchor stores and other national retailers, as well as store closures, and (2) there has been lower demand from retail tenants for space, due to certain retailers increasing their use of e-commerce websites to distribute their merchandise, with each of (1) and (2) accelerating as a result of the COVID-19 pandemic. As a result of the increased bargaining power of creditworthy retail tenants, there is downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

We may not be able to lease newly developed properties to or renew leases and relet space at existing properties with an appropriate mix of tenants or at desired rents, if at all.

We may not be able to lease new properties to an appropriate mix of tenants that generates optimal customer traffic. Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. Tenant preferences

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for properties may also change over time, like recent trends towards right-sizing portfolios, repositioning space and locations and pursuing new store concepts, and our properties may no longer align with such preferences. If we fail to identify and secure the right blend of tenants at our newly developed and existing properties, our properties may not appeal to the communities they serve. If we elect to pursue a “mixed use” redevelopment we expose ourselves to risks associated with each non-retail use (e.g. office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. Additionally, an oversupply of retail properties in the broader market could reduce market rents, negatively impacting the terms upon which we lease our properties. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.

Acts of violence, civil unrest or criminal activity and actual or threatened terrorist attacks could adversely affect our business operations.

Because our properties are open to the public, they are exposed to risks related to acts of violence, civil unrest and criminal activity as well as actual or threatened terrorist attacks that may be beyond our control or ability to prevent. If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in certain markets and negative media attention. Concern around safety risk may impact the willingness of consumers, tenants and tenants’ employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, directly and indirectly impacting our revenue and overall asset value.

We face a wide range of competition that could affect our ability to operate profitably, including e-commerce, and the evolution of consumer preferences and purchasing habits.

Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the COVID-19 pandemic and restrictions intended to prevent its spread significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store.

The ongoing COVID-19 pandemic and governmental reactions thereto, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our and our tenants’ business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.

The COVID-19 pandemic has had, and resurgences or variants or other epidemics, pandemics or health crises could have, a material negative impact on economic and market conditions around the world and an adverse impact on economic activity in retail real estate. Although consumer activity has been normalizing, there is no guarantee that retail will return to or remain at pre-pandemic levels. Governments and other authorities could respond to a resurgence of the COVID-19 pandemic, or other epidemics, pandemics and public 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. Although we believe any such measures would likely be more moderate than those imposed at the peak of the COVID-19 pandemic given the consequences of stricter measures, any restrictions could negatively impact us, our tenants and consumer behavior.

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Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases, and the willingness of customers to visit our properties. Even without strict governmental restrictions, the willingness of consumers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates of disease, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, the effectiveness and availability of cures or treatments, and overall sensitivity to risks associated with the transmission of diseases. In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants’ businesses were, and may be in the future, heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel.

Additionally, the impact of the COVID-19 pandemic or other epidemics, pandemics or public health crises, and governmental reactions thereto, on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:

●	the financial condition and viability of our tenants, and their ability or willingness to pay rent in full;

●	state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;

●	the increased popularity and utilization of e-commerce;

●	our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of disease, including any additional government mandated closures of businesses that frustrate our leasing activities;

●	a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, all of which were experienced during the COVID-19 pandemic and which may affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements;

●	a refusal or failure of one or more lenders under our credit facility to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements;

●	a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties;

●	the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency;

●	a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession;

●	our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants' ability to deliver timely information to us that is necessary for us to make effective decisions; and

●	our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during such epidemic, pandemic or other public health crisis.

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To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.

Risks Related to Real Estate Holdings and Operations

Some of our properties are subject to potential natural or other disasters.

A number of our properties are located in areas subject to a higher risk of natural disasters such as earthquakes, fires, hurricanes, floods, tornados, hail or tsunamis. In 2023, the weather phenomenon known as El Nino has returned. This phenomenon generally results in an increase in storms, flooding, and landslides in Southern California, heavier precipitation along the Gulf of Mexico, and an increase in severe weather in Florida. The occurrence of natural disasters at any of our properties, which could become more intense and more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact our tenants and the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, we could be materially and adversely affected.

Some of our potential losses may not be covered by insurance.

We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage, excess of policy deductibles, not provided by third-party carriers is either insured through our wholly-owned captive insurance company or other financial arrangements controlled by us. A third party carrier has, in turn, agreed to provide, if required, evidence of coverage for this layer of losses under the terms and conditions of the carrier’s policy. A similar policy either written through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.

There are some types of losses, including lease and other contract claims, which generally are not insured or are subject to large deductibles. Additionally, insurance costs and availability may be impacted in the future by factors outside of our control, like inflationary pressures or cybersecurity events. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate but may remain obligated for any mortgage debt or other financial obligation related to the property.

We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could materially and adversely affect our property values, revenues, consumer traffic and tenant sales.

We face risks associated with climate change.

Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate change could result in population migration or volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties.

As owners of real estate, we can face liabilities for environmental contamination, and our efforts to identify environmental liabilities may not be successful.

Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment), and as a result we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances. We may also be held liable to third parties for personal injury or property damage incurred

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by the parties in connection with any such substances. The costs of investigation, removal or remediation of hazardous or toxic substances, and related liabilities, may be substantial and could materially and adversely affect us. The presence of hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral.

Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe is reasonably likely to have a material adverse effect on us. However, we cannot assure you that:

●	previous environmental studies with respect to the portfolio reveal all potential environmental liabilities;

●	any previous owner, occupant or tenant of a property did not create any material environmental condition not known to us;

●	the current environmental condition of the portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or

●	future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.

We face risks associated with the acquisition, development, redevelopment and expansion of properties.

We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks. Acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable, and development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property. These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, rising interest rates, supply chain disruptions and labor shortages, like those experienced in 2022. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected, impacting our anticipated return on investment. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:

●	we may not be able to obtain financing or to refinance loans on favorable terms, or at all;

●	we may be unable to obtain zoning, occupancy or other governmental approvals;

●	occupancy rates and rents may not meet our projections and the project may not be accretive;

●	we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld;

●	development, redevelopment or expansions may fail to appeal to the demographics of the communities they are intended to serve; and

●	acquisitions of new properties will expose us to the liabilities of those properties, some of which we may not be aware of at the time of the acquisition.

If a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Further, if we guarantee the property’s financing, our loss could exceed our investment in the project.

In the event that these risks were realized at the same time at multiple properties, we could be materially and adversely affected.

Real estate investments are relatively illiquid.

Our properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes

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in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sales price of a property will be attractive at the relevant time or exceed the carrying value of our investment. Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.

Risks Relating to Income Taxes and REIT Rules

Simon 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.

In the United States, Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code. We believe that Simon and these subsidiaries, or the Subsidiary REITs, have been organized and have operated in a manner which allows them to qualify for taxation as REITs under the Internal Revenue Code. We intend to continue to operate in this manner. However, qualification and taxation as REITs depend upon the ability of Simon and the Subsidiary REITs to satisfy several requirements (some of which are outside our control), including tests related to our annual operating results, asset diversification, distribution levels and diversity of stock ownership. The various REIT qualification tests required by the Internal Revenue Code are highly technical and complex. Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs. If such events occur, and if available relief provisions do not apply:

●	Simon or any such subsidiary will not be allowed a deduction for distributions to stockholders in computing taxable income;

●	Simon or any such subsidiary will be subject to corporate-level income tax on taxable income at the corporate rate;

●	Simon may be subject to the one-percent excise tax on stock repurchases imposed by the 2022 Inflation Reduction Act;

●	Simon or any such Subsidiary REIT could be subject to the federal alternative minimum tax for taxable years prior to 2018; and

●	unless entitled to relief under relevant statutory provisions, Simon or any such subsidiary will also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for, among other things, our operations and distributions to stockholders. In addition, if Simon fails to qualify as a REIT, it will not be required to make distributions to our stockholders. Moreover, a failure by any subsidiary of the Operating Partnership that has elected to be taxed as a REIT to qualify as a REIT could also cause Simon to fail to qualify as a REIT, and the same adverse consequences would apply to it and its stockholders. Failure by Simon or any of the Subsidiary REITs to qualify as a REIT also could impair our ability to expand our business and raise capital, which could materially and adversely affect us. Additionally, we are subject to certain income-based taxes, both domestically and internationally, and other taxes, including state and local taxes, franchise taxes, and withholding taxes on dividends from certain of our international investments. We currently follow local tax laws and regulations in various domestic and international jurisdictions. Should these laws or regulations change, the amount of taxes we pay may increase accordingly.

If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.

We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a

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partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the Internal Revenue Service, or the IRS, will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships 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 us.

Complying with REIT requirements might cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.

To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and the Subsidiary REITs must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective assets consist of cash, cash items, government securities and “real estate assets” (as defined in the Internal Revenue Code), including certain mortgage loans and securities. The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary, or TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of their respective total assets can be represented by securities of one or more TRSs. If Simon or any of the Subsidiary REITs fails to comply with these requirements at the end of any calendar quarter, Simon or any such Subsidiary REIT must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders. Moreover, if Simon or the Subsidiary REITs are compelled to liquidate their investments to meet any of the asset, income or distribution tests, or to repay obligations to lenders, Simon or such subsidiaries may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

In addition to the asset tests set forth above, to qualify to be taxed as REITs, Simon and the Subsidiary REITs must continually satisfy tests concerning, among other things, the sources of their respective income, the amounts they distribute to equity holders and the ownership of their respective shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as REITs. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

Our 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.

We own securities in TRSs and may acquire securities in additional TRSs in the future. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of Simon’s or any Subsidiary REIT’s total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets or the assets of any Subsidiary REIT may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that Simon or each such Subsidiary

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REIT owns will be less than 25% (or, in the case of securities of TRSs, 20%) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure transactions with any TRSs that we own to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

Dividends 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.

Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

The 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.

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), and no guarantee can be given that the IRS, would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

REIT distribution requirements could adversely affect our liquidity and our ability to execute our business

plan.

In order for Simon and the Subsidiary REITs to qualify to be taxed as REITs, and assuming that certain other requirements are also satisfied, Simon and each such Subsidiary REIT generally must distribute at least 90% of their respective REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to their respective equity holders each year. To the extent that Simon or any such Subsidiary REIT satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, Simon or such subsidiary will be subject to U.S. federal corporate income tax on its undistributed net taxable income and could be subject to a 4% nondeductible excise tax if the actual amount that is distributed to equity holders in a calendar year is less than the minimum required distribution amount. We intend to make distributions to the equity holders of Simon and the Subsidiary REITs to comply with the REIT requirements of the Internal Revenue Code.

From time to time, Simon and the Subsidiary REITs might generate taxable income greater than their respective cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If Simon or the Subsidiary REITs do not have other funds available in these situations, Simon or such subsidiaries could be required to access capital on unfavorable terms (the receipt of which cannot be assured), sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of capital stock or debt securities to make distributions sufficient to enable them to pay out enough of their respective REIT taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase costs or reduce our equity. Further, amounts distributed will not be available to fund the growth of our business. Thus, compliance with the REIT requirements may adversely affect our liquidity and our ability to execute our business plan.

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Partnership tax audit rules could have a material adverse effect on us.

Under the rules applicable to U.S. federal income tax audits of partnerships, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Simon and the Subsidiary REITs, as REITs, may not otherwise have been required to pay additional corporate-level taxes had they owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. There can be no assurance that these rules will not have a material adverse effect on us.

Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us and our investors. We cannot predict how changes in the tax laws might affect our investors and us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and certain subsidiaries of the Operating Partnership to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

Provisions in Simon’s charter and by-laws and in the Operating Partnership’s partnership agreement could prevent a change of control.

Simon’s charter contains a general restriction on the accumulation of shares in excess of 8% of its capital stock. The charter permits the members of the Simon family and related persons to own up to 18% of Simon’s capital stock. Ownership is determined by the lower of the number of outstanding shares, voting power or value controlled. Simon’s Board of Directors may, by majority vote, permit exceptions to those levels in circumstances where Simon’s Board of Directors determines that Simon’s ability to qualify as a REIT will not be jeopardized. These restrictions on ownership may have the effect of delaying, deferring or preventing a transaction or a change in control that might otherwise be in the best interest of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders. Other provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests. These include provisions preventing holders of Simon’s common stock from acting by written consent and requiring that up to four directors in the aggregate may be elected by holders of Class B common stock. In addition, certain provisions of the Operating Partnership’s partnership agreement could have the effect of delaying or preventing a change of control. These include a provision requiring the consent of a majority in interest of units in order for Simon, as general partner of the Operating Partnership, to, among other matters, engage in a merger transaction or sell all or substantially all of its assets.

Risks Related to Indebtedness and the Financial Markets

We have a substantial debt burden that could affect our future operations.

As of December 31, 2022, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $25.0 billion. As a result of this indebtedness, we are required to use a substantial portion of our cash flows for debt service, including selected repayment at scheduled maturities, which limits our ability to use those cash flows to fund the growth of our business. We are also subject to the risks normally associated with debt financing, including the risk that our cash flows from operations will be insufficient to meet required debt service or that we will be able to refinance such indebtedness on acceptable terms, or at all. Our debt service costs generally will not be reduced if developments at the applicable property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property. Our indebtedness could also have other adverse consequences on us,

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including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. If any of the foregoing occurs, we could be materially and adversely affected.

The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely.

We have a variety of unsecured debt, including the Credit Facilities, senior unsecured notes and commercial paper, and secured property level debt. Certain of the agreements that govern our indebtedness contain covenants, including, among other things, limitations on our ability to incur secured and unsecured indebtedness, sell all or substantially all of our assets and engage in mergers and certain acquisitions. In addition, certain of the agreements that govern our indebtedness contain financial covenants that require us to maintain certain financial ratios, including certain coverage ratios. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous to us. In addition, our ability to comply with these provisions might be affected by events beyond our control. Failure to comply with any of our financing covenants could result in an event of default, which, if not cured or waived, could accelerate the related indebtedness as well as other of our indebtedness, which could have a material adverse effect on us.

Disruption in the capital and credit markets may adversely affect our ability to access external financings for our growth and ongoing debt service requirements.

We depend on external financings, principally debt financings, to fund the growth of our business, execute on our business model, and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon the Credit Facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us. The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements. Additionally, a high interest rate environment, as we are currently experiencing, 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. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.

Adverse changes in our credit ratings could affect our borrowing capacity and borrowing terms.

The Operating Partnership’s outstanding senior unsecured notes, the Credit Facilities, the Commercial Paper program, and Simon’s preferred stock are periodically rated by nationally recognized credit rating agencies. The credit ratings are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to us and our industry and the economic outlook in general. Our credit ratings can affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund the growth of our business, an adverse change in our credit ratings, including actual changes and changes in outlook, or even the initiation of a review of our credit ratings that could result in an adverse change, could have a material adverse effect on us.

An 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.

As of December 31, 2022, we had approximately $2.3 billion of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. When interest rates increase, then so does the interest costs on our unhedged variable rate debt, which could adversely affect our cash flows and our

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ability to pay principal and interest on our debt and our ability to make distributions to our stockholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense.

We selectively manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap all or a portion of our variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and other terms are appropriate. Our efforts to manage these exposures may not be successful.

Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations or that we could be required to fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations, liquidity and financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.

Risks Related to Joint Ventures

We 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.

As of December 31, 2022, we owned interests in 100 income-producing properties with other parties. Of those, 18 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other 82 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company), The Taubman Realty Group, LLC, or TRG, and Jamestown, as well as our investments in certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing venture, such as Authentic Brands Group, LLC, or ABG; and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments). We serve as general partner or property manager for 51 of these 82 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners. Of the joint venture properties for which we do not serve as general partner or property manager, 24 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner. The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre, TRG, Jamestown, and our joint ventures with ABG, J.C. Penney, RGG, and SPARC Group are managed by third parties.

These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. If one of our partners or other owners in these investments were to become bankrupt, we may be precluded from taking certain actions regarding our investments without prior court approval, which at a minimum may delay the actions we would or might want to take. Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.

These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in litigation or arbitration that could increase our expenses and prevent Simon’s officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners.

The Operating Partnership guarantees debt or otherwise provides support for a number of joint venture properties.

Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us. Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein. As of December 31, 2022, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $128.0 million. A default by a joint venture under its debt obligations would expose us to liability

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under a guaranty. 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.

General Risk Factors

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, hardware or software corruption or failure or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), service provider error or failure, intentional or unintentional actions by employees (including the failure to follow our security protocols) and other significant disruptions of our IT networks and related systems. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, including making recent upgrades to our IT programs through significant capital investment, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. We may also face significant disruptions due to natural disasters or other critical incidents.

The risk of a security breach or significant disruption has generally increased due to our increased reliance on technology, a rise in the number, intensity, and sophistication of attempted attacks globally, and the permanent nature of remote work as business travel has resumed and people now routinely work remotely outside of normal business hours. A breach or significant and extended disruption in the functioning of our systems, including our primary website, could damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, cause operational disruption, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and/or confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers or responsible parties, or their or our insurers.

Additionally, cyber-attacks perpetrated against our tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and spending at our tenants, or negatively impact consumer perception of shopping at our properties, all of which could materially and adversely affect us.

An increased focus on metrics and reporting related to environmental, social and governance (“ESG”) factors, may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is currently evaluating potential rule making that could mandate additional ESG disclosure and impose other requirements on us. Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our stock which could adversely impact our stock price.

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Our international activities may subject us to risks that are different from or greater than those associated with our domestic operations.

As of December 31, 2022, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in 14 countries in Europe. Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign currencies in which those operations transact and in which our net investment in those international operations is held. While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely.

We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from those we face with our domestic properties and operations. These risks include, but are not limited to:

●	adverse effects of changes in exchange rates for foreign currencies;

●	changes in foreign political and economic environments, regionally, nationally, and locally;

●	impact from international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels;

●	challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation;

●	the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S. Foreign Corrupt Practices Act, and certain foreign countries, such as the U.K. Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate;

●	differing lending practices;

●	differences in cultures and consumer retail behavior;

●	changes in applicable laws and regulations in the United States that affect international operations;

●	changes in applicable laws and regulations in these foreign jurisdictions;

●	difficulties in managing international operations;

●	obstacles to the repatriation of earnings and cash; and

●	labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, including COVID-19, the fear of spread of contagious diseases, supply chain disruptions or the threat of international boycotts.

Our international activities represented approximately 7.7% of consolidated net income and 8.9% of our net operating income, or NOI, for the year ended December 31, 2022. To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have a material adverse effect on us.

Our success depends, in part, on our ability to attract, 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.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, who operate without the existence of employment agreements. Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and negotiating with tenants. Our ability to attract, retain and motivate talented employees, and develop talent internally, could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and other key employees or that we will be able to attract, retain and/or develop other highly qualified individuals for these positions in the future. Additionally, the compensation and benefits packages we may need to offer to remain competitive for these individuals could increase the cost of replacement and retention. Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

United States Properties

Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties. These properties contain an aggregate of approximately 172.6 million square feet of gross leasable area, or GLA.

Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 94 malls are generally enclosed centers and range in size from approximately 270,000 to 2.7 million square feet of GLA.

Premium Outlets generally contain a wide variety of designer and manufacturer stores located in open-air centers. Our 69 Premium Outlets range in size from approximately 150,000 to 900,000 square feet of GLA. The Premium Outlets are generally located within a close proximity to major metropolitan areas and/or tourist destinations.

The 14 properties in The Mills generally range in size from 1.2 million to 2.4 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses.

We also have interests in six lifestyle centers and 13 other retail properties. The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA. The other retail properties range in size from approximately 200,000 to 1.6 million square feet of GLA and are considered non-core to our business model.

As of December 31, 2022, approximately 94.9% of the owned GLA in malls and Premium Outlets was leased and approximately 98.2% of the owned GLA for The Mills was leased.

We wholly own 130 of our properties, effectively control 11 properties in which we have a joint venture interest, and hold the remaining 55 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 188 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.

We own an 80% noncontrolling interest in TRG, which has an interest in 20 regional, super-regional, and outlet malls in the U.S. Our effective ownership in these properties, through our investment in TRG, ranges from 38.8% to 80%.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, 2022.

							Ownership Interest				Year Built						
							(Expiration if	Legal		or						
	Property Name	State	City (CBSA)		Lease) (3)	Ownership		Acquired	Occupancy (5)	Total GLA	Selected Larger Retailers and Uses	
	Malls																		
1.	Apple Blossom Mall	VA	Winchester	Fee	49.1 %	(4)	Acquired	87.2 %	473,915	Belk, JCPenney, AMC Cinemas	
												1999							
2.	Auburn Mall	MA	Auburn	Fee	56.4 %	(4)	Acquired	96.5 %	499,457	Macy's, Reliant Medical (15)	
												1999							
3.	Aventura Mall (1)	FL	Miami Beach	Fee	33.3 %	(4)	Built 1983	97.4 %	2,121,975	Bloomingdale's, Macy's (8), JCPenney, Nordstrom,	
					(Miami)												Equinox Fitness Clubs, AMC Theatres	
4.	Barton Creek Square	TX	Austin	Fee	100.0 %		Built 1981	96.0 %	1,450,887	Nordstrom, Macy's, Dillard's (8), JCPenney, AMC	
																	Theatres	
5.	Battlefield Mall	MO	Springfield	Fee and Ground Lease	100.0 %		Built 1970	95.8 %	1,203,279	Macy's, Dillard's (8), JCPenney	
						(2056)												
6.	Bay Park Square	WI	Green Bay	Fee	100.0 %		Built 1980	97.5 %	690,651	Kohl's,  Marcus  Cinema  16,  Dave  &  Buster's,	
																	Steinhafel Furniture, Hy-Vee	
7.	Brea Mall	CA	Brea (Los	Fee	100.0 %		Acquired	96.2 %	1,281,227	Nordstrom, Macy's (8), JCPenney, Life Time (6)	
					Angeles)							1998							
8.	Briarwood Mall	MI	Ann Arbor	Fee	50.0 %	(4)	Acquired	92.4 %	978,329	Macy's, JCPenney, Von Maur, Hilton Garden Inn	
												2007					(15), Towne Place Suites by Marriott (15)	
9.	Brickell City Centre (1)	FL	Miami	Fee	25.0 %	(4)	Built 2016	86.9 %	476,600	Saks Fifth Avenue, Cinemex, EAST Miami Hotel	
																	(15)	
10.	Broadway Square	TX	Tyler	Fee	100.0 %		Acquired	99.0 %	608,739	Dillard's,  JCPenney,  Dick's  Sporting  Goods,	
												1994					HomeGoods, Party City	
11.	Burlington Mall	MA	Burlington	Fee and Ground Lease	100.0 %		Acquired	91.7 %	1,254,267	Macy's, Nordstrom, Crate & Barrel, Primark, Arhaus	
					(Boston)	(2026) (7)					1998					Furniture	
12.	Cape Cod Mall	MA	Hyannis	Fee and Ground Leases	56.4 %	(4)	Acquired	90.8 %	712,338	Macy's (8), Best Buy, Marshalls, Barnes & Noble,	
						(2029-2073) (7)					1999					Regal  Cinema,  Target,  Dick's  Sporting  Goods,	
																	Planet Fitness	
13.	Castleton Square	IN	Indianapolis	Fee	100.0 %		Built 1972	94.3 %	1,381,091	Macy's,  Von  Maur,  JCPenney,  Dick's  Sporting	
																	Goods, AMC Theatres	
14.	Cielo Vista Mall	TX	El Paso	Fee and Ground Lease	100.0 %		Built 1974	99.4 %	1,245,051	Macy's, Dillard's (8), JCPenney, Sears, Cinemark	
						(2027) (7)										Theatres	
15.	Coconut Point	FL	Estero	Fee	50.0 %	(4)	Built 2006	91.8 %	1,204,908	Dillard's, Barnes & Noble (10), Best Buy, DSW,	
																	Office  Max,  PetSmart,  Ross,  T.J.  Maxx,  Super	
																	Target,  Michael's,  Total  Wine  &  More,  JoAnn	
																	Fabrics, CTS, Home Centric, PGA Superstore (6),	
																	Hyatt Place Coconut Point (15), TownePlace Suites	
																	by Marriott (15)	
16.	College Mall	IN	Bloomington	Fee and Ground Lease	100.0 %		Built 1965	81.6 %	610,168	Target, Dick's Sporting Goods, Bed Bath & Beyond	
						(2048) (7)										(13), Fresh Thyme	
17.	Columbia Center	WA	Kennewick	Fee	100.0 %		Acquired	93.9 %	763,262	Macy's  (8),  JCPenney,  Barnes  &  Noble,  DSW,	
												1987					Home  Goods,  Dick's  Sporting  Goods,  JoAnn	
																	Fabrics (6)	
18.	Copley Place	MA	Boston	Fee	94.4 %	(11)	Acquired	90.7 %	1,263,516	Neiman Marcus, Saks Fifth Avenue Men's, Boston	
												2002					Marriott  Copley  Place  (15),  The  Westin  Copley	
																	Place (15)	
19.	Coral Square	FL	Coral Springs	Fee	97.2 %		Built 1984	96.1 %	944,160	Macy's (8), JCPenney, Kohl's	
					(Miami)														
20.	Cordova Mall	FL	Pensacola	Fee	100.0 %		Acquired	98.2 %	926,223	Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost	
												1998					Plus World Market, Ross, Dick's Sporting Goods	
21.	Dadeland Mall	FL	Miami	Fee	50.0 %	(4)	Acquired	99.7 %	1,511,826	Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel	
												1997					by Marriott	
22.	Del Amo Fashion Center	CA	Torrance (Los	Fee	50.0 %	(4)	Acquired	95.7 %	2,524,077	Nordstrom,  Macy's  (8),  JCPenney,  Marshalls,	
					Angeles)							2007					Barnes & Noble, JoAnn Fabrics, AMC Theatres,	
																	Dick's Sporting Goods, Dave & Buster's, Mitsuwa	
																	Marketplace	
23.	Domain, The	TX	Austin	Fee	100.0 %		Built 2006	93.8 %	1,234,447	Neiman Marcus, Macy's, Dillard's, Dick's Sporting	
																	Goods,  iPic  Theaters,  Arhaus  Furniture,  Punch	
																	Bowl Social, Westin Austin at The Domain, Lone	
																	Star Court (15), (16)	
24.	Empire Mall	SD	Sioux Falls	Fee and Ground Lease	100.0 %		Acquired	91.4 %	1,169,321	Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods,	
						(2033) (7)					1998					Dillard's (6)	
25.	Falls, The	FL	Miami	Fee	50.0 %	(4)	Acquired	98.2 %	711,653	Macy's, Regal Cinema, The Fresh Market, LifeTime	
												2007					Athletic (6)	
26.	Fashion Centre at Pentagon	VA	Arlington	Fee	42.5 %	(4)	Built 1989	95.3 %	1,037,375	Nordstrom, Macy's, The Ritz-Carlton (15)	
	City, The			(Washington,														
					DC)														
27.	Fashion Mall at Keystone,	IN	Indianapolis	Fee and Ground Lease	100.0 %		Acquired	97.9 %	715,809	Saks  Fifth  Avenue,  Crate  &  Barrel,  Nordstrom,	
	The				(2067) (7)					1997					Keystone Art Cinema, Sheraton (15)	

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

							Ownership Interest				Year Built													
							(Expiration if	Legal		or													
	Property Name	State	City (CBSA)		Lease) (3)	Ownership		Acquired	Occupancy (5)	Total GLA	Selected Larger Retailers and Uses					
28.	Fashion Valley		CA		San Diego		Fee		50.0	%	(4)	Acquired		96.7	%	1,728,327		Neiman	Marcus,	Bloomingdale's,	Nordstrom,			
												2001						Macy's, JCPenney, AMC Theatres, Forever 21, The		
																		Container Store							
29.	Firewheel Town Center	TX	Garland	Fee	100.0 %		Built 2005	92.8 %	996,231		Dillard's,  Macy's,  Barnes  &  Noble,  DSW,  AMC			
					(Dallas)													Theatres,	Dick's	Sporting	Goods,	Kids			
																		Empire/Hapik, Fairfield Inn by Marriott (14), (16)				
30.	Florida Mall, The	FL	Orlando	Fee	50.0 %	(4)	Built 1986	96.2 %	1,727,028		Macy's, Dillard's, JCPenney, Sears, H&M, Zara,			
																		American  Girl,  Dick's  Sporting  Goods,  Crayola		
																		Experience, Primark (6), The Florida Hotel and		
																		Conference Center (15)						
																					
31.	Forum Shops at Caesars	NV	Las Vegas	Ground Lease (2050)	100.0 %		Built 1992	98.6 %	677,346		Caesars Palace Las Vegas Hotel and Casino (15)			
	Palace, The																								
32.	Galleria, The	TX	Houston	Fee	50.4 %	(4)	Acquired	94.7 %	2,011,293		Saks Fifth Avenue, Neiman Marcus, Nordstrom,			
												2002						Macy's, The Westin Galleria (15), The Westin Oaks		
																		(15), Life Time Tennis							
33.	Greenwood Park Mall	IN	Greenwood	Fee	100.0 %		Acquired	97.7 %	1,286,781		Macy's,  Von  Maur,  JCPenney,  Dick's  Sporting			
					(Indianapolis)							1979						Goods, Barnes & Noble, Regal Cinema, Dave &			
																		Buster's								
34.	Haywood Mall	SC	Greenville	Fee and Ground Lease	100.0 %		Acquired	97.1 %	1,237,364		Macy's, Dillard's, JCPenney, Belk						
						(2067) (7)					1998														
																								
35.	King of Prussia	PA	King of	Fee	100.0 %		Acquired	97.1 %	2,719,095		Neiman	Marcus,	Bloomingdale's,	Nordstrom,			
					Prussia							2003						Macy's, Arhaus Furniture, Dick's Sporting Goods,			
					(Philadelphia)													Primark								
36.	La Plaza Mall	TX	McAllen	Fee and Ground Lease	100.0 %		Built 1976	98.5 %	1,314,054		Macy's  (8),  Dillard's,  JCPenney,  Wingate  by			
						(2040) (7)											Wyndham (15)							
																						
37.	Lakeline Mall	TX	Cedar Park	Fee	100.0 %		Built 1995	95.5 %	1,098,861		Dillard's (8), Macy's, JCPenney, AMC Theatres				
					(Austin)																					
38.	Lehigh Valley Mall	PA	Whitehall	Fee	50.0 %	(4)	Acquired	95.0 %	1,196,432		Macy's,  JCPenney,  Boscov's,  Barnes  &  Noble,			
												2003						Michael's, Dave & Buster's						
																					
39.	Lenox Square	GA	Atlanta	Fee	100.0 %		Acquired	97.9 %	1,549,775		Neiman  Marcus,  Bloomingdale's,  Macy's,  JW			
												1998						Marriott (15), Hyatt Centric (14)						
40.	Mall at Rockingham Park,	NH	Salem	Fee	28.2 %	(4)	Acquired	95.2 %	1,064,794		JCPenney,   Macy's,   Dick's   Sporting   Goods,			
	The			(Boston)							1999						Cinemark Theatre							
																					
41.	Mall of Georgia	GA	Buford	Fee	100.0 %		Built 1999	96.2 %	1,840,255		Dillard's, Macy's, JCPenney, Belk, Dick's Sporting			
					(Atlanta)													Goods, Barnes & Noble, Havertys Furniture, Regal			
																		Cinema, Von Maur							
42.	Mall of New Hampshire, The	NH	Manchester	Fee and Ground Lease	56.4 %	(4)	Acquired	96.6 %	803,868		Macy's,  JCPenney,  Best  Buy,  Dick's  Sporting			
						(2024-2027) (7)					1999						Goods, Dave & Buster's						
																								
43.	McCain Mall	AR	N. Little Rock	Fee	100.0 %		Built 1973	95.3 %	796,306		Dillard's, JCPenney, Regal Cinema						
44.	Meadowood Mall	NV	Reno	Fee	50.0 %	(4)	Acquired	98.7 %	929,119		Macy's  (8),  JCPenney,  Dick's  Sporting  Goods,			
												2007						Crunch Fitness, Round 1						
																					
45.	Menlo Park Mall	NJ	Edison (New	Fee	100.0 %		Acquired	96.3 %	1,305,037		Nordstrom, Macy's, Barnes & Noble, AMC Dine-In			
					York)							1997						Theatre								
46.	Miami International Mall	FL	Miami	Fee	47.8 %	(4)	Built 1982	100.0 %	1,081,644		Macy's (8), JCPenney, Kohl's						
47.	Midland Park Mall	TX	Midland	Fee	100.0 %		Built 1980	99.2 %	643,845		Dillard's  (8),  JCPenney,  Ross,  Dick's  Sporting			
																		Goods								
48.	Miller Hill Mall	MN	Duluth	Fee	100.0 %		Built 1973	93.8 %	829,541		JCPenney, Barnes & Noble, DSW, Dick's Sporting			
																		Goods, Essentia Health West, Essentia Health East		
49.	North East Mall	TX	Hurst (Dallas)	Fee	100.0 %		Built 1971	97.2 %	1,645,005		Dillard's, Macy's, JCPenney, Dick's Sporting Goods,			
																		Cinemark Theatres							
50.	Northshore Mall	MA	Peabody	Fee	56.4 %	(4)	Acquired	91.2 %	1,528,889		JCPenney, Nordstrom, Macy's (8), Barnes & Noble,			
					(Boston)							1999						Shaw's Grocery, The Container Store, Tesla Sales		
																		and  Service,  Life  Time  Athletic,  L.L.  Bean  (6),		
																		Arhaus Furniture (6)							
51.	Ocean County Mall	NJ	Toms River	Fee	100.0 %		Acquired	92.9 %	886,584		Macy's,   Boscov's,   JCPenney,   LA   Fitness,			
					(New York)							1998						HomeSense, Ulta							
52.	Orland Square	IL	Orland Park	Fee	100.0 %		Acquired	99.0 %	1,231,104		Macy's, JCPenney, Dave & Buster's, Von Maur				
					(Chicago)							1997														
																						
53.	Oxford Valley Mall	PA	Langhorne	Fee	85.5 %		Acquired	80.0 %	1,174,100		Macy's, JCPenney, United Artists Theatre				
					(Philadelphia)							2003														
54.	Penn Square Mall	OK	Oklahoma	Ground Lease (2060)	94.5 %		Acquired	94.6 %	1,083,693		Macy's, Dillard's (8), JCPenney, AMC Theatres, The			
					City							2002						Container Store							
																					
55.	Pheasant Lane Mall	NH	Nashua	-		— %	(12)	Acquired	95.7 %	979,595		JCPenney, Target, Macy's, Dick's Sporting Goods			
												2002														
56.	Phipps Plaza	GA	Atlanta	Fee	100.0 %		Acquired	94.1 %	908,090		Saks  Fifth  Avenue,  Nordstrom,  AMC  Theatres,			
												1998						Arhaus Furniture, Legoland Discovery Center, AC		
																		Hotel by Marriott, Life Time Athletic, Life Time Work,		
																		Nobu Hotel and Restaurant, (16)						

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

							Ownership Interest				Year Built										
							(Expiration if	Legal		or										
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)	Total GLA	Selected Larger Retailers and Uses		
57.	Plaza Carolina		PR		Carolina (San		Fee		100.0	%		Acquired		88.0	%	1,156,323		JCPenney,  Tiendas  Capri,  Econo,  T.J.  Maxx,	
					Juan)						2004						Caribbean Cinemas, Burlington		
58.	Prien Lake Mall	LA	Lake Charles	Fee and Ground Lease	100.0 %		Built 1972	84.6 %	719,289		Dillard's, JCPenney, Cinemark Theatres, Kohl's,	
							(2040) (7)											Dick's Sporting Goods, T.J. Maxx/HomeGoods	
																					
59.	Quaker Bridge Mall	NJ	Lawrenceville	Fee	50.0 %	(4)	Acquired	92.2 %	1,081,213		Macy's, JCPenney			
												2003											
60.	Rockaway Townsquare	NJ	Rockaway	Fee	100.0 %		Acquired	96.5 %	1,245,980		Macy's, JCPenney, Raymour & Flanigan	
					(New York)						1998											
																						
61.	Roosevelt Field	NY	Garden City	Fee and Ground Lease	100.0 %		Acquired	95.3 %	2,339,241		Bloomingdale's,	Nordstrom,	Macy's,	JCPenney,	
					(New York)	(2090) (7)					1998						Dick's  Sporting  Goods,  AMC  Entertainment,	
																		XSport   Fitness,   Neiman   Marcus,   Primark,	
																		Residence Inn by Marriott			
62.	Ross Park Mall	PA	Pittsburgh	Fee	100.0 %		Built 1986	99.2 %	1,059,831		JCPenney, Nordstrom, L.L. Bean, Macy's (8), Crate	
																		& Barrel, Dick's House of Sport (6)		
63.	Santa Rosa Plaza	CA	Santa Rosa	Fee	100.0 %		Acquired	95.4 %	693,275		Macy's, Forever 21			
												1998											
64.	Shops at Chestnut Hill, The	MA	Chestnut Hill	Fee	94.4 %		Acquired	99.4 %	470,062		Bloomingdale's (8)			
					(Boston)						2002											
																			
65.	Shops at Clearfork, The	TX	Fort Worth	Fee	45.0 %	(4)	Built 2017	96.6 %	546,734		Neiman Marcus, Arhaus Furniture, AMC Theatres,	
																		Pinstripes, (16)				
66.	Shops at Crystals, The	NV	Las Vegas	Fee	50.0 %	(4)	Acquired	90.1 %	270,321		Aria Resort and Casino (15)			
												2016											
																			
67.	Shops at Mission Viejo, The	CA	Mission Viejo	Fee	51.0 %	(4)	Built 1979	96.6 %	1,235,937		Nordstrom, Macy's (8), Dick's Sporting Goods	
					(Los Angeles)																	
68.	Shops at Nanuet, The	NY	Nanuet	Fee	100.0 %		Redeveloped	80.2 %	757,953		Regal Cinema, 24 Hour Fitness, At Home, Stop &	
												2013						Shop					
69.	Shops at Riverside, The	NJ	Hackensack	Fee	100.0 %		Acquired	94.1 %	726,571		Bloomingdale's, Barnes & Noble, Arhaus Furniture,	
					(New York)						2007						AMC Theatres, Life Time Studio		
70.	Smith Haven Mall	NY	Lake Grove	Fee	25.0 %	(4) (2)	Acquired	96.3 %	1,249,956		Macy's  (8),  Dick's  Sporting  Goods,  Barnes  &	
					(New York)						1995						Noble, L.L. Bean, Primark (6), Stony Brook Medical	
																		(6)					
71.	South Hills Village	PA	Pittsburgh	Fee	100.0 %		Acquired	95.3 %	1,128,032		Macy's (8), Barnes & Noble, AMC Cinemas, Dick's	
												1997						Sporting Goods, Target, DSW, Ulta, Von Maur (6)	
72.	South Shore Plaza	MA	Braintree	Fee	100.0 %		Acquired	93.5 %	1,590,682		Macy's, Sears, Nordstrom, Target, Primark	
					(Boston)						1998											
73.	Southdale Center	MN	Edina	Fee	100.0 %		Acquired	89.1 %	1,102,671		Macy's,  AMC  Theatres,  Dave  &  Buster's,  RH	
					(Minneapolis)						2007						Minneapolis,  Life  Time  Athletic,  Life  Time	
																		Work/Sport,  Kowalski's  Grocery  (6),  Homewood	
																		Suites by Hilton, (16)			
74.	SouthPark	NC	Charlotte	Fee and Ground Lease	100.0 %		Acquired	97.4 %	1,688,401		Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk,	
							(2040) (9)					2002						Dick's  Sporting  Goods,  Crate  &  Barrel,  The	
																		Container Store, (16)			
75.	Springfield Mall (1)	PA	Springfield	Fee	50.0 %	(4)	Acquired	95.5 %	610,135		Macy's, Target				
					(Philadelphia)						2005											
76.	St. Charles Towne Center	MD	Waldorf	Fee	100.0 %		Built 1990	84.8 %	980,164		Macy's  (8),  JCPenney,  Kohl's,  Dick  Sporting	
					(Washington,												Goods, AMC Theatres			
					DC)																	
77.	St. Johns Town Center	FL	Jacksonville	Fee	50.0 %	(4)	Built 2005	96.4 %	1,456,609		Nordstrom,  Dillard's,  Arhaus  Furniture,  Dick's	
																		Sporting Goods, Barnes & Noble, RH Jacksonville,	
																		Homewood Suites by Hilton (15), AC Hotel by	
																		Marriott (6)				
																		Target, Ashley Furniture Home Store, Ross, DSW,	
																		JoAnn Fabrics, PetsMart, Marshalls		
																					
78.	Stanford Shopping Center	CA	Palo Alto	Ground Lease (2064)	94.4 %	(11)	Acquired	97.7 %	1,291,362		Neiman	Marcus,   Bloomingdale's,	Nordstrom,	
					(San Jose)						2003						Macy's, Crate and Barrel, The Container Store, RH	
																		Palo Alto (6)				
79.	Stoneridge Shopping Center	CA	Pleasanton	Fee	49.9 %	(4)	Acquired	94.5 %	1,299,747		Macy's (8), JCPenney, Arhaus Furniture (6)	
					(San						2007											
					Francisco)																	
80.	Summit Mall	OH	Akron	Fee	100.0 %		Built 1965	92.1 %	773,839		Dillard's (8), Macy's, Arhaus Furniture		
81.	Tacoma Mall	WA	Tacoma	Fee	100.0 %		Acquired	93.7 %	1,245,167		Nordstrom,  Macy's,  JCPenney,  Dick's  Sporting	
					(Seattle)						1987						Goods, Nordstrom Rack, Total Wine and More,	
																		Ulta, Kohl's				
82.	Tippecanoe Mall	IN	Lafayette	Fee	100.0 %		Built 1973	84.4 %	864,755		Macy's, JCPenney, Kohl's, Dick's Sporting Goods,	
																		Malibu Jack's				
83.	Town Center at Boca Raton	FL	Boca Raton	Fee	100.0 %		Acquired	97.2 %	1,779,508		Saks	Fifth	Avenue,	Neiman	Marcus,	
					(Miami)						1998						Bloomingdale's,  Nordstrom,  Macy's,  Crate  &	
																		Barrel,  The  Container  Store,  Joseph's  Classic	
																		Market, Arhaus Furniture			
																			
84.	Towne East Square	KS	Wichita	Fee	100.0 %		Built 1975	99.8 %	1,157,209		Dillard's, Von Maur, JCPenney, Round 1, Scheels	
																		(6)					

30

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

							Ownership Interest			Year Built						
							(Expiration if	Legal	or						
	Property Name	State	City (CBSA)		Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA		Selected Larger Retailers and Uses	
85.	Treasure Coast Square		FL		Jensen		Fee		100.0	%	Built 1987		90.2	%	875,148		Macy's, Dillard's, JCPenney, Regal Cinema	
					Beach													
86.	Tyrone Square	FL	St.	Fee	100.0 %	Built 1972	91.3 %	961,189		Macy's, Dillard's, JCPenney, DSW, Cobb 10 Luxury	
					Petersburg												Theatres, Dick's Sporting Goods, Hitchcock's Green	
					(Tampa)												Market, PetSmart	
87.	University Park Mall	IN	Mishawaka	Fee	100.0 %	Built 1979	92.6 %	918,823		Macy's, JCPenney, Barnes & Noble	
88.	Walt Whitman Shops	NY	Huntington	Fee and Ground Lease	100.0 %	Acquired	92.9 %	1,084,200		Saks Fifth Avenue, Bloomingdale’s, Macy’s	
					Station (New	(2052) (7)				1998							
					York)													
89.	West Town Mall	TN	Knoxville	Fee and Ground Lease	50.0 % (4)	Acquired	97.6 %	1,282,228		Belk  (8),  Dillard’s,  JCPenney,  Regal  Cinebarre	
						(2042)				1991						Theatre, Dick's House of Sport, Tesla Sales and	
																	Service	
90.	Westchester, The	NY	White Plains	Fee	40.0 % (4)	Acquired	93.2 %	805,026		Neiman  Marcus,  Nordstrom,  Crate  and  Barrel,	
					(New York)						1997						Arhaus Furniture	
91.	White Oaks Mall	IL	Springfield	Fee	80.7 %	Built 1977	71.4 %	942,837		Macy's,  Dick's  Sporting  Goods,  LA  Fitness,	
																	Michael's, State of Illinois Department of Central	
																	Management Services (6)	
92.	Wolfchase Galleria	TN	Memphis	Fee	94.5 %	Acquired	98.6 %	1,151,438		Macy's,  Dillard's,  JCPenney,  Malco  Theatres,	
											2002						Courtyard by Marriott (14)	
93.	Woodfield Mall	IL	Schaumburg	Fee	50.0 % (4)	Acquired	94.7 %	2,153,078		Nordstrom, Macy's, JCPenney, Enterrium, Peppa	
					(Chicago)						2012						Pig World of Play	
																		
94.	Woodland Hills Mall	OK	Tulsa	Fee	94.5 %	Acquired	97.8 %	1,236,902		Macy's, Dillard's, JCPenney, Scheel's (6), Holiday	
											2002						Inn Express (15), Courtyard by Marriott (15)	
	Total Mall GLA													107,200,443	(18)		

31

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest				Year Built									
								(Expiration if	Legal		Or									
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)	Total GLA	Selected Tenants	
		Premium Outlets																				
1.	Albertville Premium Outlets	MN		Albertville	Fee	100.0	%	Acquired	87.8	%	328,432	Coach, Gap Outlet, Kate Spade New York,	
						(Minneapolis)					2004							Lululemon, Michael Kors, Nike, Polo Ralph Lauren,	
																				The North Face, Under Armour	
2.	Allen Premium Outlets	TX		Allen (Dallas)	Fee	100.0	%	Acquired	99.3	%	548,443	Adidas, Armani Outlet, Calvin Klein, Coach,	
												2004							Columbia Sportswear, Gap Outlet, J.Crew, Kate	
																				Spade New York, Levi's, Michael Kors, Nike, Polo	
																				Ralph Lauren, Staybridge Suites (14), The North	
																				Face, Tommy Hilfiger, Tory Burch, Under Armour	
																						
3.	Aurora Farms Premium	OH		Aurora	Fee	100.0	%	Acquired	85.1	%	271,249	Calvin Klein, Coach, Gap Outlet, Kate Spade New	
	Outlets			(Cleveland)					2004							York, Michael Kors, Nike, Polo Ralph Lauren, The	
																				North Face, Tommy Hilfiger, Under Armour	
4.	Birch Run Premium Outlets	MI		Birch Run	Fee	100.0	%	Acquired	89.0	%	593,698	Adidas, Calvin Klein, Coach, J.Crew, Kate Spade	
						(Detroit)					2010							New York, Michael Kors, Nike, Polo Ralph Lauren,	
																				Pottery Barn/Williams-Sonoma Outlet, Tommy	
																				Hilfiger, The North Face, Under Armour	
																						
5.	Camarillo Premium Outlets	CA		Camarillo (Los	Fee	100.0	%	Acquired	98.7	%	691,550	Adidas, Calvin Klein, Coach, Columbia Sportswear,	
						Angeles)					2004							Giorgio Armani, H&M, Kate Spade New York,	
																				Lululemon, Michael Kors, Nike, Polo Ralph Lauren,	
																				Saks Fifth Avenue Off 5th, The North Face, Tommy	
																				Hilfiger, Tory Burch, Under Armour	
6.	Carlsbad Premium Outlets	CA		Carlsbad (San	Fee	100.0	%	Acquired	99.0	%	288,926	Adidas, Calvin Klein, Coach, Gap Outlet, Kate	
						Diego)					2004							Spade New York, Michael Kors, Nike, Polo Ralph	
																				Lauren, Tory Burch, Under Armour	
7.	Carolina Premium Outlets	NC		Smithfield	Fee	100.0	%	Acquired	96.3	%	438,730	Adidas, Coach, Columbia Sportswear, Gap Outlet,	
						(Raleigh)					2004							J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger,	
																				Under Armour	
8.	Charlotte Premium Outlets	NC		Charlotte	Fee	50.0	% (4)Built 2014	98.0	%	398,353	Adidas, Coach, Columbia Sportswear, Gap Outlet,	
																				Guess, Kate Spade New York, Michael Kors, Nike,	
																				Polo Ralph Lauren, Saks Fifth Avenue Off 5th,	
																				Tommy Hilfiger, Under Armour	
																						
9.	Chicago Premium Outlets	IL		Aurora (Chicago)	Fee	100.0	%	Built 2004	98.4	%	687,157	Adidas, Calvin Klein, Coach, Columbia Sportswear,	
																				Gap Outlet, J.Crew, Kate Spade New York, Michael	
																				Kors, Nike, Polo Ralph Lauren, RH Outlet, Saks	
																				Fifth Avenue Off 5th, Under Armour	
10.	Cincinnati Premium Outlets	OH		Monroe	Fee	100.0	%	Built 2009	98.4	%	398,957	Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew,	
						(Cincinnati)													Kate Spade New York, Marc Jacobs, Michael Kors,	
																				Nike, Polo Ralph Lauren, The North Face, Tommy	
																				Hilfiger, Tory Burch, Under Armour	
																					
11.	Clarksburg Premium Outlets	MD		Clarksburg	Fee	66.0	% (4)Built 2016	89.3	%	390,120	Armani Outlet, A/X Armani Exchange, Adidas,	
						(Washington, DC)													Calvin Klein, Coach, Columbia Sportswear,	
																				Express, Kate Spade New York, Lafayette 148 New	
																				York, Marc Jacobs, Michael Kors, Nike, Polo Ralph	
																				Lauren, Saks Fifth Avenue Off 5th, Salvatore	
																				Ferragamo, Tommy Hilfiger, Tory Burch, Under	
																				Armour, Vince	
12.	Clinton Premium Outlets	CT		Clinton	Fee	100.0 %		Acquired			100.0 %	276,225	Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew,	
												2004							Kate Spade New York, Michael Kors, Nike, Polo	
																				Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy	
																				Hilfiger, Under Armour	
																						
13.	Denver Premium Outlets	CO		Thornton	Fee	100.0 %		Built 2018			100.0 %	328,101	Adidas, A/X Armani Exchange, Calvin Klein, Coach,	
						(Denver)													Gap Outlet, H&M, Kate Spade New York, Michael	
																				Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory	
																				Burch, Under Armour, Vineyard Vines, Staybridge	
																				Suites (15)	
14.	Desert Hills Premium Outlets	CA		Cabazon (Palm	Fee	100.0 %		Acquired			99.8 %	652,137	Alexander McQueen, Armani Outlet, Balenciaga,	
						Springs)					2004							Bottega  Veneta,  Brunello  Cucinelli,  Burberry,	
																				Coach, Ermenegildo Zegna, Fendi, Gucci, Jimmy	
																				Choo, Loro Piana, Marc Jacobs, Moncler, Mulberry,	
																				Neiman Marcus Last Call, Nike, Polo Ralph Lauren,	
																				Prada, Saint Laurent Paris, Saks Fifth Avenue Off	
																				5th, Salvatore Ferragamo, Stuart Weitzman, Tory	
																				Burch, Valentino	
																						
15.	Ellenton Premium Outlets	FL		Ellenton (Tampa)	Fee	100.0 %		Acquired			98.4 %	477,162	Adidas, Calvin Klein, Coach, Columbia Sportswear,	
												2010							J.Crew, Kate Spade New York, Michael Kors, Nike,	
																				Polo Ralph Lauren, Saks Fifth Avenue Off 5th,	
																				Tommy Hilfiger, Under Armour	
16.	Folsom Premium Outlets	CA		Folsom	Fee	100.0 %		Acquired			87.6 %	298,038	Adidas, Banana Republic, Calvin Klein, Coach, Gap	
						(Sacramento)					2004							Outlet, Kate Spade New York, Michael Kors, Nike,	
																				Tommy Hilfiger, Under Armour	

32

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest				Year Built								
								(Expiration if	Legal	Or								
	Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants		
17.		Gilroy Premium Outlets		CA		Gilroy (San Jose)		Fee		100.0	%	Acquired		85.1	%	578,505		Adidas,   Calvin   Klein,   Coach,   Columbia			
												2004					Sportswear,  J.Crew,  Kate  Spade  New  York,			
																	Lululemon,  Michael  Kors,  Nike,  Polo  Ralph			
																	Lauren, The North Face, Tommy Hilfiger			
18.	Gloucester Premium Outlets	NJ		Blackwood	Fee	66.7 %	Built 2015	90.4 %	378,508	Adidas, Banana Republic, Brooks Brothers, Calvin			
						(Philadelphia)										Klein, Columbia Sportswear, Gap Outlet, Guess,		
																	Levi's, J. Crew, Loft Outlet, Kate Spade New York,		
																	Michael Kors, Nike, Polo Ralph Lauren, Skechers,		
																	Tommy Hilfiger, Under Armour, Vera Bradley		
																					
19.	Grand Prairie Premium	TX		Grand Prairie (Dallas)	Fee	100.0 %	Built 2012	98.9 %	423,684	Banana  Republic,  Bloomingdale's  The  Outlet			
	Outlets														Store, Coach, Columbia Sportswear, Kate Spade			
																	New York, J.Crew, Michael Kors, Nike, Polo Ralph			
																	Lauren,  Saks  Fifth  Avenue  Off  5th,  Tommy			
																	Bahama, Tommy Hilfiger, Under Armour			
20.	Grove City Premium Outlets	PA		Grove City (Pittsburgh)	Fee	100.0 %	Acquired	82.9 %	531,059	Adidas,  Ann  Taylor,  Banana  Republic,  Brooks			
												2010					Brothers, Calvin Klein, Coach, Gap Outlet, Guess,		
																	J.Crew, Kate Spade New York, Michael Kors,		
																	Nike, Polo Ralph Lauren, The North Face, Tommy		
																	Hilfiger, Under Armour		
																					
21.	Gulfport Premium Outlets	MS		Gulfport	Ground Lease (2059)	100.0 %	Acquired	91.4 %	300,179	Banana Republic, Chico's, Coach, Gap Outlet,			
												2010					H&M, J.Crew, Kate Spade New York, Michael			
																	Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger,			
																	Under Armour			
22.	Hagerstown Premium	MD		Hagerstown	Fee	100.0 %	Acquired	56.1 %	485,633	Adidas,  American  Eagle  Outfitters,  Brooks			
	Outlets			(Baltimore/Washington,					2010					Brothers,   Calvin   Klein,   Coach,   Columbia		
						DC)										Sportswear, Gap Outlet, Guess, Kate Spade New		
																	York, Loft Outlet, The North Face, Under Armour		
23.	Houston Premium Outlets	TX		Cypress (Houston)	Fee	100.0 %	Built 2008	99.8 %	548,219	Ann  Taylor,  A/X  Armani  Exchange,  Banana			
																	Republic, Brooks Brothers, Burberry, Calvin Klein,			
																	Coach, Gap Outlet, Giorgio Armani, Holiday Inn			
																	Express (15), Kate Spade New York, Lululemon,			
																	Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth			
																	Avenue  Off  5th,  Tommy  Hilfiger,  Tory  Burch,			
																	Victoria's Secret			
24.	Indiana Premium Outlets	IN		Edinburgh	Fee	100.0 %	Acquired	91.1 %	378,015	Adidas,   Calvin   Klein,   Coach,   Columbia			
						(Indianapolis)					2004					Sportswear,  Gap  Outlet,  Guess,  J.Crew,  Kate		
																	Spade New York, Michael Kors, Nike, Polo Ralph		
																	Lauren, Tommy Hilfiger, Under Armour		
25.	Jackson Premium Outlets	NJ		Jackson (New York)	Fee	100.0 %	Acquired	95.9 %	285,595	Adidas,  American  Eagle  Outfitters,  Banana			
												2004					Republic, Brooks Brothers, Calvin Klein, Coach,			
																	Gap Outlet, J.Crew, Loft Outlet, Kate Spade New			
																	York, Nike, Polo Ralph Lauren, Tommy Hilfiger,			
																	Under Armour			
26.	Jersey Shore Premium	NJ		Tinton Falls (New York)	Fee	100.0 %	Built 2008	100.0 %	434,491	Adidas,  Ann  Taylor,  Banana  Republic,  Brooks			
	Outlets														Brothers,   Calvin   Klein,   Coach,   Columbia		
																	Sportswear, J.Crew, Kate Spade New York, Marc		
																	Jacobs, Michael Kors, Nike, Polo Ralph Lauren,		
																	Tommy Hilfiger, Under Armour, Vineyard Vines		
																					
27.	Johnson Creek Premium	WI		Johnson Creek	Fee	100.0 %	Acquired	87.6 %	277,663	Adidas,  Banana  Republic,  Calvin  Klein,  Gap			
	Outlets									2004					Outlet,  Loft  Outlet,  Nike,  Polo  Ralph  Lauren,			
																	Tommy Hilfiger, Under Armour			
28.	Kittery Premium Outlets	ME		Kittery	Fee and Ground Lease	100.0 %	Acquired	86.2 %	259,480	Adidas,  Ann  Taylor,  Banana  Republic,  Calvin			
								(2049) (7)				2004					Klein,  Coach,  Columbia  Sportswear,  Express		
																	Factory Outlet, Gap Outlet, J.Crew, Kate Spade		
																	New York, New Balance, Nike, Polo Ralph Lauren,		
																	Tommy Hilfiger, Tumi		
																					
29.	Las Americas Premium	CA		San Diego	Fee	100.0 %	Acquired	99.3 %	554,300	Adidas, Banana Republic, Calvin Klein, Coach,			
	Outlets									2007					Columbia  Sportswear,  Gap  Outlet,  Giorgio			
																	Armani, Guess, Kate Spade New York, Lacoste,			
																	Michael Kors, Nike, Polo Ralph Lauren, The North			
																	Face, Tommy Hilfiger, Under Armour			
30.	Las Vegas North Premium	NV		Las Vegas	Fee	100.0 %	Built 2003	98.2 %	676,270	All Saints, Armani Outlet, A/X Armani Exchange,			
	Outlets														Banana Republic, Burberry, Canali, CH Carolina		
																	Herrera,  Cheesecake  Factory,  Coach,  David		
																	Yurman, Dolce & Gabbana, Etro, Jimmy Choo,		
																	John Varvatos, Lululemon, Kate Spade New York,		

Marc Jacobs, Michael Kors, Nike, Polo Ralph

Lauren, Roberto Cavalli, Saks Fifth Avenue Off

5th,  Salvatore  Ferragamo,  Shake  Shack,  Tory

Burch

33

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest				Year Built														
								(Expiration if	Legal	Or														
	Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants						
31.	Las Vegas South Premium		NV		Las Vegas		Fee		100.0	%	Acquired		98.9	%		535,765		Adidas,  Ann  Taylor,  Banana  Republic,  Brooks			
	Outlets									2004						Brothers,   Calvin   Klein,   Coach,   Columbia			
																		Sportswear, Gap Outlet, Guess, Kate Spade New			
																		York,  Michael  Kors,  Nike,  Polo  Ralph  Lauren,			
																		Tommy Hilfiger, Under Armour				
32.	Lee Premium Outlets	MA		Lee	Fee	100.0 %	Acquired	95.3 %	224,717	Ann  Taylor,  Banana  Republic,  Brooks  Brothers,			
												2010						Calvin  Klein,  Coach,  Gap  Outlet,  J.Crew,  Kate		
																		Spade New York, Levi's, Loft Outlet, Michael Kors,		
																		Polo  Ralph  Lauren,  Skechers,  Tommy  Hilfiger,		
																		Under Armour						
																						
33.	Leesburg Premium Outlets	VA		Leesburg	Fee	100.0 %	Acquired	100.0 %	478,218	Adidas,  Ann  Taylor,  Armani  Outlet,  A/X  Armani			
						(Washington, DC)					2004						Exchange,  Brooks  Brothers,  Burberry,  Coach,			
																		Columbia Sportswear, J.Crew,  Kate Spade New			
																		York, Marc Jacobs, Michael Kors, Nike, Polo Ralph			
																		Lauren,  RH  Outlet,  Salvatore  Ferragamo,  Tory			
																		Burch, Under Armour, Vineyard Vines, Williams-			
																		Sonoma						
34.	Lighthouse Place Premium	IN		Michigan City	Fee	100.0 %	Acquired	88.1 %	454,790	Adidas, Ann Taylor, Banana Republic, Calvin Klein,			
	Outlets			(Chicago, IL)					2004						Coach, Gap Outlet, Guess, H&M, J.Crew, Kate		
																		Spade New York, Michael Kors, Nike, Polo Ralph		
																		Lauren, The North Face, Tommy Hilfiger, Under		
																		Armour							
																										
35.	Merrimack Premium Outlets	NH		Merrimack	Fee	100.0 %	Built 2012	98.7 %	408,896	Ann	Taylor,	Banana	Republic,	Barbour,			
																		Bloomingdale's The Outlet Store, Brooks Brothers,			
																		Calvin Klein, Coach, J.Crew, Kate Spade New York,			
																		Marc  Jacobs,  Michael  Kors,  Nike,  Polo  Ralph			
																		Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger,			
																		Tory Burch, Under Armour, Vineyard Vines			
36.	Napa Premium Outlets	CA		Napa	Fee	100.0 %	Acquired	94.4 %	179,427	Adidas, Banana Republic, Brooks Brothers, Calvin			
												2004						Klein, Coach, Gap Outlet, J.Crew, Michael Kors,		
																		Nike, Polo Ralph Lauren, Tommy Hilfiger		
37.	Norfolk Premium Outlets	VA		Norfolk	Fee	65.0 % (4)	Built 2017	90.6 %	332,284	A/X Armani Exchange, Banana Republic, Calvin			
																		Klein, Coach, Columbia Sportswear, Gap Outlet,			
																		H&M, Kate Spade New York, Michael Kors, Nike,			
																		Polo Ralph Lauren, Puma, The North Face, Tommy			
																		Hilfiger, Tory Burch, Under Armour				
38.	North Bend Premium Outlets	WA		North Bend	Fee	100.0 %	Acquired	77.6 %	189,132	Banana Republic, Coach, Gap Outlet, Levi's, Kate			
						(Seattle)					2004						Spade New York, Michael Kors, Nike, Skechers,		
																		Under Armour						
39.	North Georgia Premium	GA		Dawsonville	Fee	100.0 %	Acquired	94.7 %	540,753	Ann  Taylor,  Armani  Outlet,  Banana  Republic,			
	Outlets			(Atlanta)					2004						Brooks Brothers, Burberry, Calvin Klein, Coach,			
																		Columbia Sportswear, J.Crew, Kate Spade New			
																		York, Lululemon, Michael Kors, Nike, Polo Ralph			
																		Lauren,  Pottery  Barn,  The  North  Face,  Tommy			
																		Hilfiger, Tory Burch, West Elm, Williams-Sonoma			
40.	Orlando International	FL		Orlando	Fee	100.0 %	Acquired	99.0 %	774,225	Adidas,  Armani  Outlet,  Calvin  Klein,  Carhartt,			
	Premium Outlets									2010						Coach, Columbia Sportswear, H&M,	J.Crew, Karl		
																		Lagerfeld, Kate Spade New York, Marc Jacobs,		
																		Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth		
																		Avenue Off 5th, St. John, The North Face, Tommy		
																		Hilfiger, Tory Burch, Under Armour				
41.	Orlando Vineland Premium	FL		Orlando	Fee	100.0 %	Acquired	98.6 %	657,586	Adidas, All Saints, Armani Outlet, Bally, Bottega			
	Outlets									2004						Veneta, Brunello Cucinelli, Burberry, Calvin Klein,			
																		Carolina  Herrera,  Coach,  Ermenegildo  Zegna,			
																		Jimmy  Choo,  Kate  Spade  New  York,  Lacoste,			
																		Lululemon, Michael Kors, Nike, Prada, Polo Ralph			
																		Lauren,  Saks  Fifth  Avenue  Off  5th,  Salvatore			
																		Ferragamo, TAG Heuer, The North Face, Tod's,			
																		Tommy Hilfiger, Tory Burch, Under Armour, Versace			
42.	Petaluma Village Premium	CA		Petaluma (San	Fee	100.0 %	Acquired	92.8 %	201,656	Adidas, Banana Republic, Brooks Brothers, Coach,			
	Outlets			Francisco)					2004						Gap Outlet, Kate Spade New York, Michael Kors,		
																		Nike, Saks Fifth Avenue Off 5th, Tommy Hilfiger		
43.	Philadelphia Premium	PA		Limerick	Fee	100.0 %	Built 2007	96.8 %	549,155	Adidas,  Ann  Taylor,  Banana  Republic,  Brooks			
	Outlets			(Philadelphia)											Brothers, Calvin Klein, Coach, Gap Outlet, Guess,			
																		H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo			
																		Ralph Lauren, RH Outlet, The North Face, Tommy			
																		Hilfiger, Tory Burch, Under Armour				

34

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest				Year Built								
								(Expiration if	Legal	Or								
	Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants	
44.		Phoenix Premium Outlets		AZ		Chandler		Ground Lease (2077)		100.0	%	Built 2013		94.6	%		356,508		Adidas, Banana Republic, Brooks Brothers, Calvin	
						(Phoenix)												Klein, Coach, Columbia Sportswear, Gap Factory	
																			Store, Guess, Kate Spade New York, Michael Kors,	
																			Nike, Saks Fifth Avenue Off 5th, Tommy Bahama,	
																			Tommy Hilfiger, Tumi, Under Armour	
																				
45.	Pismo Beach Premium	CA		Pismo Beach	Fee	100.0 %	Acquired	92.2 %	147,603		Calvin Klein, Coach, Guess, Kate Spade New York,	
	Outlets									2010							Levi's, Nike, Polo Ralph Lauren, Skechers, Tommy	
																			Hilfiger	
46.	Pleasant Prairie Premium	WI		Pleasant Prairie	Fee	100.0 %	Acquired	90.9 %	402,410		Adidas, Ann Taylor, Banana Republic, Calvin Klein,	
	Outlets			(Chicago,					2010							Coach, Gap Outlet, Kate Spade New York, J.Crew,	
						IL/Milwaukee)												Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph	
																			Lauren,  The  North  Face,  Tommy  Hilfiger,  Tory	
																			Burch, Under Armour	
																				
47.	Puerto Rico Premium Outlets	PR		Barceloneta	Fee	100.0 %	Acquired	96.8 %	353,161		Adidas, Calvin Klein, Coach, Gap Outlet, Invicta,	
												2010							Lacoste, Michael Kors, Nike, Polo Ralph Lauren,	
																			Puma, Tommy Hilfiger	
48.	Queenstown Premium	MD		Queenstown	Fee	100.0 %	Acquired	90.6 %	289,421		Adidas, Banana Republic, Brooks Brothers, Calvin	
	Outlets			(Baltimore)					2010							Klein, Coach, Columbia Sportswear, Gap Outlet,	
																			J.Crew, Kate Spade New York, Loft Outlet, Michael	
																			Kors, Nike, Polo Ralph Lauren, St. John, Tommy	
																			Bahama, Under Armour	
																			
49.  Rio Grande Valley Premium	TX		Mercedes	Fee	100.0 %	Built 2006	88.6 %	603,929		Adidas,  Ann  Taylor,  Armani  Outlet,  A/X  Armani	
	Outlets			(McAllen)												Exchange, Banana Republic, Calvin Klein, Coach,	
																			Columbia  Sportswear,  Gap  Outlet,  H&M,  Kate	
																			Spade  New  York,  Levi's,  Michael  Kors,  Nike,	
																			Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under	
																			Armour	
50.	Round Rock Premium	TX		Round Rock	Fee	100.0 %	Built 2006	99.2 %	498,409		Adidas,  Ann  Taylor,  Banana  Republic,  Brooks	
	Outlets			(Austin)												Brothers,  Calvin  Klein,  Coach,  Duluth  Trading	
																			Company, Gap Outlet, J.Crew, Kate Spade New	
																			York, Loft Outlet, Michael Kors, Nike, Polo Ralph	
																			Lauren, Tommy Hilfiger, Under Armour, Embassy	
																			Suites (15), (16)	
51.	San Francisco Premium	CA		Livermore (San	Fee and Ground Lease	100.0 %	Built 2012	97.1 %	697,167		All  Saints,  Arc'teryx,  A/X  Armani  Exchange,	
	Outlets			Francisco)	(2026) (9)											Bloomingdale's The Outlet Store, Bottega Veneta,	
																			Brunello Cucinelli, Burberry, CH Carolina Herrera,	
																			Coach,  Ermenegildo  Zegna,  Etro,  Furla,  Gucci,	
																			H&M, Jimmy Choo, John Varvatos, Kate Spade	
																			New York, Lacoste, Longchamp, MaxMara, Michael	
																			Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier,	
																			Saks  Fifth  Avenue  Off  5th,  Sandro  &  Maje,	
																			Salvatore Ferragamo, Stuart Weitzman, The North	
																			Face, Tod's, Tory Burch, Under Armour, Versace,	
																			Zadig et Voltaire	
52.	San Marcos Premium Outlets	TX		San Marcos	Fee	100.0 %	Acquired	97.5 %	738,456		Armani  Outlet,  Banana  Republic,  Burberry,  CH	
						(Austin/San					2010							Carolina Herrera, Gucci, J. Crew, Jimmy Choo, Kate	
						Antonio)												Spade  New  York,  Lacoste,  Lululemon,  Neiman	
																			Marcus  Last  Call,  Marc  Jacobs,  Michael  Kors,	
																			Pandora, Polo Ralph Lauren, Pottery Barn, Prada,	
																			RH   Outlet,   Saint   Laurent   Paris,   Salvatore	
																			Ferragamo,  Stuart  Weitzman,  The  North  Face,	
																			Tommy Bahama, Tory Burch, Versace, Vineyard	
																			Vines	
																				
53.	Seattle Premium Outlets	WA		Tulalip (Seattle)	Ground Lease (2079)	100.0 %	Built 2005	97.4 %	554,515		Adidas,  Ann  Taylor,  Arc'teryx,  Armani  Outlet,	
																			Banana Republic, Burberry, Calvin Klein, Coach,	
																			Columbia  Sportswear,  Kate  Spade  New  York,	
																			Lululemon, Michael Kors, Nike, Polo Ralph Lauren,	
																			Stuart Weitzman, The North Face, Tommy Bahama,	
																			Tommy Hilfiger, Tory Burch, Under Armour	
54.	Silver Sands Premium	FL		Destin	Fee	50.0 % (4)	Acquired	89.0 %	450,989		Adidas, Banana Republic, Brooks Brothers, Coach,	
	Outlets									2012							Columbia Sportswear, J.Crew, Kate Spade New	
																			York,  Michael  Kors,  Nike,  Polo  Ralph  Lauren,	
																			Puma, Saks Fifth Avenue Off 5th, The North Face,	
																			Tommy Hilfiger, Tory Burch, Under Armour, Vera	
																			Bradley	
																				
55.	St. Augustine Premium	FL		St. Augustine	Fee	100.0 %	Acquired	100.0 %	327,713		Adidas,   Ann  Taylor,  Banana  Republic,  Brooks	
	Outlets			(Jacksonville)					2004							Brothers,   Calvin   Klein,   Coach,   Columbia	
																			Sportswear, Gap Outlet,  J.Crew, Kate Spade New	
																			York, Lucky Brand, Nike, Polo Ralph Lauren, Puma,	
																			St. John, Tommy Hilfiger, Under Armour	
56.	St. Louis Premium Outlets	MO		St. Louis	Fee	60.0 % (4)	Built 2013	96.6 %	351,174		Adidas, Ann Taylor, Brooks Brothers, Coach, Gap	
						(Chesterfield)												Outlet, H&M, J. Crew, Kate Spade New York, Levi's,	
																			Michael  Kors,  Nike,  Polo  Ralph  Lauren,  Puma,	
																			Tommy Hilfiger, Ugg, Under Armour, Vera Bradley	

35

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest				Year Built									
								(Expiration if	Legal	Or									
	Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants	
57.		Tampa Premium Outlets		FL		Lutz (Tampa)		Fee		100.0	%	Built 2015		100.0	%		459,837		Adidas, A/X Armani Outlet, Banana Republic, BJ's	
																		Restaurant  and  Brewhouse,  Brooks  Brothers,	
																		Calvin Klein, Coach, Columbia Sportswear, Gap	
																		Outlet,  J.  Crew,  Kate  Spade  New  York,  Lucky	
																		Brand,  Marc  Jacobs,  Michael  Kors,  Nike,  Polo	
																		Ralph Lauren, Puma, Saks 5th Avenue Off 5th,	
																		Tommy Hilfiger, Tumi, Under Armour	
58.	Tanger Outlets - Columbus	OH	Sunbury	Fee	50.0 % (4)	Built 2016	98.7 %	355,243	Banana Republic, Brooks Brothers, Coach, Kate	
	(1)				(Columbus)											Spade New York, Nike, Polo Ralph Lauren, Under	
																		Armour		
59.	Tanger Outlets -	TX	Texas City	Fee	50.0 % (4)	Built 2012	89.4 %	352,706	Banana Republic, Brooks Brothers, Coach, Gap	
	Galveston/Houston (1)																Outlet, Kate Spade New York, Michael Kors, Nike,	
																		Tommy Hilfiger		
60.	The Crossings Premium	PA	Tannersville	Fee and Ground Lease	100.0 %	Acquired	97.2 %	411,909	Adidas,  Ann  Taylor,  Banana  Republic,  Brooks	
	Outlets						(2029) (7)				2004						Brothers, Calvin Klein, Coach, Johnny Rockets,	
																		Kate Spade New York, Loft Outlet, Michael Kors,	
																		Nike, Polo Ralph Lauren, The North Face, Tommy	
																		Hilfiger, Under Armour, Vera Bradley	
																				
61.	Tucson Premium Outlets	AZ	Marana (Tucson)	Fee	100.0 %	Built 2015	81.9 %	363,470	Adidas, Banana Republic, Brooks Brothers, Calvin	
																		Klein, Coach, Gap Outlet, Guess, Johnny Rockets,	
																		Levi’s, Michael Kors, Nike, Polo Ralph Lauren, Saks	
																		5th  Avenue  Off  5th,  Skechers,  Tommy  Hilfiger,	
																		Under Armour		
62.	Twin Cities Premium Outlets	MN	Eagan	Fee	35.0 % (4)	Built 2014	91.9 %	408,985	Adidas,  Ann  Taylor,  Armani  Outlet,  Banana	
																		Republic, Brooks Brothers, Calvin Klein, Coach,	
																		Gap Outlet, J. Crew, Kate Spade New York, Michael	
																		Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue	
																		Off 5th, Talbots,	Under Armour	
																				
63.	Vacaville Premium Outlets	CA	Vacaville	Fee	100.0 %	Acquired	96.7 %	447,309	Adidas, Ann Taylor, Banana Republic, Calvin Klein,	
												2004						Coach, Columbia Sportswear, Gap Outlet, J.Crew,	
																		Kate Spade New York, Lacoste, Michael Kors, Nike,	
																		Polo Ralph Lauren, Skechers, The North Face,	
																		Tommy Hilfiger, Under Armour, West Elm Outlet	
64.	Waikele Premium Outlets	HI	Waipahu	Fee	100.0 %	Acquired	94.0 %	219,475	Adidas, Armani Outlet, Calvin Klein, Coach, Furla,	
						(Honolulu)					2004						Kate Spade New York, Michael Kors, Polo Ralph	
																		Lauren,  Saks  Fifth  Avenue  Off  5th,  Swarovski,	
																		Tommy Hilfiger, Tory Burch	
																				
65.	Waterloo Premium Outlets	NY	Waterloo	Fee	100.0 %	Acquired	77.0 %	421,862	American  Eagle  Outfitters,  Banana  Republic,	
												2004						Brooks  Brothers,  Calvin  Klein,  Chico’s,  Coach,	
																		Columbia Sportswear, H&M, J.Crew, Kate Spade	
																		New York, Levi's, Loft Outlet, Michael Kors, Nike,	
																		Polo  Ralph  Lauren,  Skechers,  Tommy  Hilfiger,	
																		Under Armour		
66.	Williamsburg Premium	VA	Williamsburg	Fee	100.0 %	Acquired	95.7 %	518,979	Adidas,  American  Eagle  Outfitters,  Ann  Taylor,	
	Outlets										2010						Banana Republic, Brooks Brothers, Calvin Klein,	
																		Coach, J.Crew, Kate Spade New York, Levi's, Loft	
																		Outlet, Michael Kors, New Balance, Nike, Pandora,	
																		Polo  Ralph  Lauren,  Puma,  The  North  Face,	
																		Timberland,  Tommy  Bahama,  Tommy  Hilfiger,	
																		Under Armour, Vera Bradley, Vineyard Vines	
																				
67.	Woodburn Premium Outlets	OR	Woodburn	Fee	100.0 %	Acquired	96.5 %	389,491	Adidas, Ann Taylor, Banana Republic, Calvin Klein,	
						(Portland)					2013						Coach, Gap Outlet, Levi's, Michael Kors, Nike, The	
																		North Face, Polo Ralph Lauren, Tommy Hilfiger,	
																		Tory Burch, Under Armour	
68.	Woodbury Common Premium	NY	Central Valley	Fee	100.0 %	Acquired	98.7 %	913,889	Arc'teryx,  Armani  Outlet,  Balenciaga,  Balmain,	
	Outlets				(New York)					2004						Bottega Veneta, Breitling, Brioni, Brunello Cucinelli,	
																		Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce	
																		&  Gabbana,  Dunhill,  Fendi,  Givenchy,  Golden	
																		Goose,  Gucci,	Jimmy  Choo,  Lacoste,  Loewe,	

Longchamp,  Loro  Piana,  Marc  Jacobs,  Michael

Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren,

Prada, Saint Laurent, Saks Fifth Avenue Off 5th,

Salvatore Ferragamo, Santoni, Shake Shack, Stone

Island, Stuart Weitzman, Theory, Tod's, Tom Ford,

Tory Burch, Valentino, Versace, Zegna

36

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

							Ownership Interest				Year Built						
							(Expiration if	Legal	Or						
Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA		Selected Tenants	
69.	Wrentham Village Premium		MA		Wrentham		Fee		100.0	%	Acquired		98.5	%	672,864		Adidas, All Saints, Armani Outlet, Banana Republic,	
Outlets			(Boston)					2004						Bloomingdale's The Outlet Store, Brooks Brothers,	
																	Burberry, Calvin Klein, Coach, David Yurman, Gucci,	
																	Karl  Lagerfeld,  Kate  Spade  New  York,  Lacoste,	
																	Lululemon, Marc Jacobs, Michael Kors, Nike, Polo	
																	Ralph Lauren, Prada, Puma, RH Outlet, Saks Fifth	
																	Avenue  Off  5th,  Salvatore  Ferragamo,  Theory,	
																	Tommy Hilfiger, Tory Burch, Under Armour, Vineyard	
																	Vines	
Total U.S. Premium Outlets													30,412,957			
GLA																

37

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

							Ownership Interest			Year Built						
							(Expiration if	Legal	or						
	Property Name	State	City (CBSA)	Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA		Selected Tenants	
	The Mills																	
1. Arizona Mills	AZ	Tempe	Fee	100.0 %	Acquired	90.9 %	1,223,939		Marshalls,  Burlington,  Ross,  Harkins  Cinemas  &	
					(Phoenix)					2007						IMAX, Sea Life Center, Conn's, Legoland, Forever 21,	
																	dd's Discounts, Going, Going, Gone by Dick's Sporting	
																	Goods, Rainforest Café	
2. Arundel Mills	MD	Hanover	Fee	59.3 % (4)	Acquired	100.0 %	1,939,318		Bass Pro Shops Outdoor World, Burlington, Dave &	
					(Baltimore)					2007						Buster's, Medieval Times, Saks Fifth Avenue Off 5th,	
																	Off Broadway Shoe Warehouse, T.J. Maxx, Cinemark	
																	Egyptian 24 Theatres, Live! Casino Hotel, Forever 21,	
																	Ulta, Sun & Ski, Primark (6)	
																		
3. Colorado Mills	CO	Lakewood	Fee	37.5 % (4)	Acquired	96.7 %	1,365,197		Forever 21, Off Broadway Shoe Warehouse, Super	
					(Denver)					2007						Target, United Artists Theatre, Burlington, H&M, Dick's	
																	Sporting Goods, Rodz & Bodz Museum Movie Cars &	
																	More, Slick City Action Park, 2nd & Charles, Springhill	
																	Suites (15)	
4. Concord Mills	NC	Concord	Fee	59.3 % (4)	Acquired	99.2 %	1,366,722		Bass Pro Shops Outdoor World, Burlington, Dave &	
					(Charlotte)					2007						Buster's, Nike Factory Store, Off Broadway Shoes,	
																	AMC Theatres, Best Buy, Forever 21, Sea Life Center,	
																	H&M,  Dick's  Sporting  Goods,  Alex  Baby  &  Toy,	
																	Primark (6)	
																		
5. Grapevine Mills	TX	Grapevine	Fee	59.3 % (4)	Acquired	99.4 %	1,781,508		Burlington, Marshalls, Saks Fifth Avenue Off 5th, AMC	
					(Dallas)					2007						Theatres, Sun & Ski Sports, Neiman Marcus Last Call,	
																	Legoland Discovery Center, Sea Life Center, Ross,	
																	H&M,  Round  1  Entertainment,  Fieldhouse  USA,	
																	Rainforest Café, Meow Wolf (6), Macy's Backstage,	
																	Springhill Suites (15), Hyatt Place (15), Hawthorn (15)	
6. Great Mall	CA	Milpitas (San	Fee and Ground Lease	100.0 %	Acquired	99.7 %	1,368,378		Camille La Vie, Kohl's, Dave & Buster's, Burlington,	
					Jose)	(2049) (7)				2007						Marshalls, Saks Fifth Avenue Off 5th, Nike Factory	
																	Store,  Century  Theatres,  Dick's  Sporting  Goods,	
																	Legoland Discovery Center	
																		
7. Gurnee Mills	IL	Gurnee	Fee	100.0 %	Acquired	95.2 %	1,807,323		Bass Pro Shops Outdoor World, Burlington, Kohl's,	
					(Chicago)					2007						Marshalls Home Goods, Marcus Cinemas, Value City	
																	Furniture, Off Broadway Shoe Warehouse, Macy's,	
																	Floor  &  Decor,  Dick's  Sporting  Goods,  Rainforest	
																	Café, The Room Place, 2nd & Charles, Hobby Lobby	
8. Katy Mills	TX	Katy	Fee	62.5 % (4) (2)	Acquired	99.1 %	1,773,261		Bass  Pro  Shops  Outdoor  World,  Books-A-Million,	
					(Houston)					2007						Burlington, Marshalls, Saks Fifth Avenue Off 5th, Sun	
																	& Ski Sports, AMC Theatres, Tilt, Ross, H&M, RH	
																	Outlet, Rainforest Café, Slick City (6)	
																		
9. Mills at Jersey Gardens, The	NJ	Elizabeth	Fee	100.0 %	Acquired	99.9 %	1,304,792		Burlington,  Cohoes,  Forever  21,  AMC  Theatres,	
											2015						Marshalls, Nike Factory Store, Saks 5th Avenue Off	
																	5th,  H&M,  Tommy  Hilfiger,  Bloomingdale's  Outlet,	
																	Potterty Barn Outlet, Primark (6), Residence Inn (15),	
																	Courtyard  by  Marriott  (15),  Embassy  Suites  (15),	
																	Country Inn & Suites (15)	
10. Ontario Mills	CA	Ontario	Fee	50.0 % (4)	Acquired	100.0 %	1,421,635		Burlington, Nike Factory Store, Marshalls, Saks Fifth	
					(Riverside)					2007						Avenue Off 5th, Nordstrom Rack, Dave & Buster's,	
																	Camille  La  Vie,  Sam  Ash  Music,  AMC  Theatres,	
																	Forever 21, Uniqlo, Skechers Superstore, Rainforest	
																	Café, Nitori, Pottery Barn + West Elm Outlet	
11. Opry Mills	TN	Nashville	Fee	100.0 %	Acquired	97.0 %	1,174,650		Regal Cinema & IMAX, Dave & Buster's, Sun & Ski,	
											2007						Bass Pro Shops Outdoor World, Forever 21, H&M,	
																	Madame Tussauds, TJ Maxx (6), Rainforest Café,	
																	Aquarium Restaurant	
12. Outlets at Orange, The	CA	Orange (Los	Fee	100.0 %	Acquired	99.3 %	867,114		Dave & Buster’s, Saks Fifth Avenue Off 5th, AMC	
					Angeles)					2007						Theatres, Neiman Marcus Last Call, Nordstrom Rack,	
																	Bloomingdale's the Outlet Store, Guitar Center, Nike	
																	Factory Store	
																		
13. Potomac Mills	VA	Woodbridge	Fee	100.0 %	Acquired	99.0 %	1,555,729		Marshalls,   T.J.   Maxx,   JCPenney,   Burlington,	
					(Washington,					2007						Nordstrom Rack, Saks Fifth Avenue Off 5th Outlet,	
					DC)											Costco Warehouse, AMC Theatres, Bloomingdale's	
																	Outlet, Buy Buy Baby/and That!, Round 1	
14. Sawgrass Mills	FL	Sunrise	Fee	100.0 %	Acquired	97.9 %	2,361,359		Bed Bath & Beyond (13), BrandsMart USA, Burlington,	
					(Miami)					2007						Marshalls, Neiman Marcus Last Call, Nordstrom Rack,	
																	Saks Fifth Avenue Off 5th, Super Target, T.J. Maxx,	
																	Regal Cinema, Bloomingdale's Outlet, Dick's Sporting	
																	Goods, Primark, HomeSense (6), AC Hotel by Marriott	
Total Mills Properties GLA													21,310,925			

38

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest			Year Built							
								(Expiration if	Legal	or							
		Property Name	State	City (CBSA)		Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants		
		Lifestyle Centers																		
1.	ABQ Uptown	NM	Albuquerque	Fee	100.0 %	Acquired	100.0 %	228,591	Anthropologie, Apple, Pottery Barn		
												2011								
2.	Hamilton Town Center	IN	Noblesville	Fee	50.0 % (4)	Built 2008	99.1 %	675,683	JCPenney, Dick's Sporting Goods, Bed Bath &		
						(Indianapolis)											Beyond (13), DSW, Emagine Noblesville, Total		
																	Wine & More, BJ's Wholesale, Big Blue Swim		
																	School (6)		
3.	Liberty Tree Mall	MA	Danvers	Fee	49.1 % (4)  Acquired	85.3 %	862,079	Marshalls, Target, Kohl's, Best Buy, Staples, AMC		
						(Boston)						1999					Theatres, Nordstrom Rack, Off Broadway Shoes,		
																	Sky Zone, Total Wine & More, Aldi		
4.	Northgate Station	WA	Seattle	Fee	100.0 %	Redeveloped	N/A (17)	416,240	(17)Kraken Community Iceplex, Barnes & Noble, Bed		
												2021					Bath & Beyond, Nordstrom Rack, Residence Inn		
																	by Marriott (6)		
5.	Pier Park	FL	Panama City	Fee	65.6 % (4)	Built 2008	99.8 %	948,207	Dillard's, JCPenney, Target, Grand Theatres, Ron		
						Beach											Jon Surf Shop, Margaritaville, Marshalls, Dave &		
																	Buster's, Skywheel		
6.	University Park Village	TX	Fort Worth	Fee	100.0 %	Acquired	100.0 %	171,065	Anthropologie, Apple, Pottery Barn		
	Total Lifestyle Centers									2015								
														3,301,865				
	GLA																	

																				
	Other Properties																	
1 - 11.	Other Properties													7,614,268				
12 - 13.	TMLP									Acquired			2,782,708				
												2007								
	Total Other GLA													10,396,976	(18)			
	Total U.S. Properties GLA																	
														172,623,166				

39

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

								Ownership Interest			Year Built								
								(Expiration if	Legal	or								
		Property Name	State	City (CBSA)		Lease) (3)	Ownership	Acquired	Occupancy (5)	Total GLA	Selected Tenants		
		Domestic Taubman																			
1.	Beverly Center	CA	Los Angeles	Ground Lease (2054)	80.0 % (4)  Acquired	92.4 %	780,000	Bloomingdale's, Macy's		
												2020									
2.	Cherry Creek Shopping Center	CO	Denver	Ground Lease (2083)	40.0 % (4)  Acquired	97.3 %	1,038,000	Macy's, Neiman Marcus, Nordstrom	
												2020									
3.	City Creek Center	UT	Salt Lake	Ground Lease (2082)	80.0 % (4)  Acquired	97.9 %	623,000	Macy's, Nordstrom		
						City						2020									
4.	Country Club Plaza	MO	Kansas City	Fee	40.0 % (4)  Acquired	80.9 %	971,000	Barnes  &  Noble,  Brio  Italian,  Banana	
												2020					Republic			
5.	Dolphin Mall	FL	Miami	Fee	80.0 % (4)  Acquired	99.8 %	1,436,000	Bass Pro Shops, Cobb Theatres, Burlington,	
												2020					Dave & Busters			
6.	Fair Oaks Mall	VA	Fairfax	Fee	40.0 % (4)  Acquired	94.4 %	1,560,000	JC  Penney,  Macy's  (8),  Dicks  Sporting	
												2020					Goods			
7.	Gardens Mall, The	FL	Palm Beach	Fee	40.0 % (4)  Acquired	96.0 %	1,383,000	Bloomingdale's,	Macy's,  Nordstrom,  Saks	
						Gardens						2020					Fifth Avenue, Sears		
8.	Gardens on El Paseo, The	CA	Palm Desert	Fee	80.0 % (4)  Acquired	99.4 %	237,000	Saks Fifth Avenue		
												2020									
9.	Great Lakes Crossing Outlets	MI	Auburn Hills	Fee	80.0 % (4)  Acquired	91.7 %	1,356,000	AMC Theatre, Bass Pro Shops, Burlington,	
												2020					Round 1, Nordstrom Rack		
10.	International Market Place	HI	Waikiki	Ground Lease (2091)	74.8 % (4)  Acquired	91.8 %	341,000	Anthropologie,	Balenciaga,	Burberry,	
						(Honolulu)						2020					StripSteak, Target (6)		
11.	International Plaza	FL	Tampa	Ground Lease (2080)	40.1 % (4)  Acquired	97.8 %	1,177,000	Dillard's,   Neiman   Marcus,   Nordstrom,	
												2020					LifeTime Fitness			
12.	Mall at Green Hills, The	TN	Nashville	Fee	80.0 % (4)  Acquired	94.7 %	1,036,000	Dillard's, Macy's, Nordstrom		
												2020									
13.	Mall at Millenia, The	FL	Orlando	Fee	40.0 % (4)  Acquired	94.5 %	1,113,000	Bloomingdale's, Macy's, Neiman Marcus	
												2020									
14.	Mall at Short Hills, The	NJ	Short Hills	Fee	80.0 % (4)  Acquired	99.1 %	1,411,000	Bloomingdale's,	Macy's,  Neiman	Marcus,	
												2020					Nordstrom, Industrious		
15.	Mall at University Town Center, The	FL	Sarasota	Fee	40.0 % (4)  Acquired	99.8 %	867,000	Dillard's, Macy's, Saks Fifth Avenue	
												2020									
16.	Mall of San Juan, The	PR	San Juan	Fee	76.0 % (4)  Acquired	93 %	628,000	H&M, Zara, Pottery Barn, Urban Outfitters,	
												2020					Anthropologie			
17.	Sunvalley	CA	Concord	Ground Lease (2061)	40.0 % (4)  Acquired	98.5 %	1,324,000	JC Penney, Macy's (8), Sears		
												2020									
18.	Twelve Oaks Mall	MI	Novi	Fee	80.0 % (4)  Acquired	97.2 %	1,517,000	JC Penney, Macy's, Nordstrom		
												2020									
19.	Waterside Shops	FL	Naples	Fee	40.0 % (4)  Acquired	95.6 %	335,000	Saks Fifth Avenue		
												2020									
20.	Westfarms	CT	West	Fee	63.2 % (4)  Acquired	97.4 %	1,268,000	JC Penney, Macy's (8), Nordstrom		
						Hartford						2020									
	Total Domestic Taubman Properties GLA													20,401,000					

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

FOOTNOTES:

(1)	This property is managed by a third party.

(2)	Our direct and indirect interests in some of the properties held as joint venture interests are subject to preferences on distributions in favor of other partners or us.

(3)	The date listed is the expiration date of the last renewal option available to the operating entity under the ground lease. In a majority of the ground leases, we have a right to purchase the lessor’s interest under an option, right of first refusal or other provision. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective property.

(4)	Joint venture properties accounted for under the equity method.

(5)	Malls - Executed leases for all company-owned GLA in mall stores, excluding majors and anchors. Premium Outlets and The Mills - Executed leases for all company-owned GLA (or total center GLA).

(6)	Indicates box, anchor, major or project currently under development/construction or has announced plans for development.

(7)	Indicates ground lease covers less than 50% of the acreage of this property.

(8)	Tenant has multiple locations at this center.

(9)	Indicates ground lease covers outparcel only.

(10)	Tenant has an existing store at this center but will move to a new location.

(11)	We receive substantially all the economic benefit of the property due to a preference or advance.

(12)	We own a mortgage note that encumbers Pheasant Lane Mall that entitles us to 100% of the economics of this property.

(13)	Indicates anchor has announced its intent to close this location.

(14)	Indicates box, anchor, major or project currently under development/construction by a third party.

(15)	Owned by a third party.

(16)	Includes multi-family tenant on-site.

(17)	This property is undergoing significant renovation.

(18)	GLA includes office space.

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United States Lease Expirations

The following table summarizes lease expiration data for our U.S. malls and Premium Outlets, including Puerto Rico, as of December 31, 2022. The data presented does not consider the impact of renewal options that may be contained in leases and excludes data related to TRG.

U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS (1)

								Avg. Base	Percentage of Gross	
			Number of				Minimum Rent	Annual Rental	
Year	Leases Expiring	Square Feet		PSF at 12/31/2022	Revenues (2)	
Inline Stores and Freestanding											
Month to Month Leases	1,197		4,600,332		$	54.92		4.6 %	
2023			2,918		11,111,252		$	57.89		10.6 %	
2024			3,031		11,779,091		$	53.50		11.7 %	
2025			2,061		7,872,305		$	59.78		8.7 %	
2026			1,576		6,060,873		$	57.22		6.4 %	
2027			1,379		5,386,750		$	59.97		5.9 %	
2028			908		4,539,211		$	59.60		5.0 %	
2029			835		3,441,590		$	66.15		4.1 %	
2030			505		2,459,172		$	66.64		2.9 %	
2031			334		1,801,984		$	56.17		1.8 %	
2032			395		1,474,071		$	73.08		2.0 %	
2033 and Thereafter	546		2,272,878		$	49.71		2.2 %	
Specialty Leasing Agreements w/										
terms in excess of 12 months	2,457		6,581,230		$	19.70		2.5 %	
Anchors										
Month to Month Leases	1		138,409		$	1.18		0.0 %	
2023			7		931,571		$	4.49		0.1 %	
2024			13		1,159,278		$	8.20		0.2 %	
2025			17		1,676,634		$	6.70		0.2 %	
2026			16		1,702,455		$	5.01		0.2 %	
2027			13		1,765,268		$	5.19		0.2 %	
2028			15		1,801,202		$	5.70		0.2 %	
2029			6		626,306		$	5.35		0.1 %	
2030			7		754,336		$	8.56		0.1 %	
2031			5		427,004		$	12.18		0.0 %	
2032			4		282,245		$	22.57		0.1 %	
2033 and Thereafter	25		2,820,342		$	11.31		0.6 %	

(1)	Does not consider the impact of renewal options that may be contained in leases.

(2)	Annual rental revenues represent domestic 2022 consolidated and joint venture combined base rental revenue.

International Properties

Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements. With the exception of our Premium Outlets in Canada, all of our international properties are managed by related parties.

European Investments

At December 31, 2022, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.04 per share. Klépierre is a publicly traded, Paris-based real estate company, which owns, or has an interest in shopping centers located in 14 countries.

As of December 31, 2022, we had a controlling interest in a European investee with interests in 11 Designer Outlet properties. Ten of the outlet properties are located in Europe and one outlet property is located in Canada. Of the ten properties in Europe, two are in Italy, two are in the Netherlands, two are in the United Kingdom, and one each is in Austria, France, Germany, and Spain. As of December 31, 2022, our legal percentage ownership interests in these entities ranged from 23% to 94%.

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We own a 14.6% interest in Value Retail PLC and affiliated entities, which own and operate nine luxury outlets throughout Europe. We also have a minority direct ownership in three of those outlets.

Other International Investments

We hold a 40% interest in ten operating joint venture properties in Japan, a 50% interest in five operating joint venture properties in South Korea, a 50% interest in two operating joint venture properties in Mexico, a 50% interest in two operating joint venture properties in Malaysia, a 50% interest in one operating joint venture in Thailand, and a 50% interest in three Premium Outlet operating joint venture properties in Canada. The ten Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.9 million square feet of GLA and were 99.8% leased as of December 31, 2022.

Our investment in TRG includes an interest in four operating joint venture properties located outside of the U.S.; two located in the People’s Republic of China and two located in South Korea. Our effective ownership in these centers, through our investment in TRG, ranges from 13.7% to 39.2%.

The following property tables summarize certain data for our international properties as of December 31, 2022 and do not include our equity investments in Klépierre, or our investment in Value Retail PLC and affiliated entities.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

				City	Ownership	SPG Effective			Total Gross										
		COUNTRY/Property Name		(Metropolitan area)	Interest	Ownership	Year Built	Leasable Area (1)				Selected Tenants				
		INTERNATIONAL PREMIUM OUTLETS																				
	JAPAN																				
1.	Ami Premium Outlets	Ami (Tokyo)	Fee	40.0 %	2009		315,000		Adidas,  Beams,  Coach,  Gap  Outlet,	
														Kate Spade New York, Michael Kors,	
														Polo Ralph Lauren, Puma, TaylorMade,	
														Tommy Hilfiger						
2.	Fukaya-Hanazono Premium Outlets	Fukaya City (Saitama)	Ground Lease (2042)	40.0 %	2022		296,300		Adidas,		Armani,		Bally,		Coach,	
														Dsquared2, Furla, Marc Jacobs, Michael	
														Kors, New Balance, Nike, Polo Ralph	
														Lauren, Puma, Theory, Tommy Hilfiger,	
														Tory Burch, Valentino, Vans, Versace	
3.	Gotemba Premium Outlets	Gotemba City (Tokyo)	Fee	40.0 %	2000		659,500		Adidas,	Armani,	Balenciaga,	Bally,	
														Beams,		Bottega	Veneta,	Burberry,	
														Coach, Dolce & Gabbana, Dunhill, Gap	
														Outlet, Gucci, Loro Piana, Michael Kors,	
														Moncler,  Nike,  Polo  Ralph  Lauren,	
														Prada/Miu	Miu,	Puma,	Salvatore	
														Ferragamo, Tod's, Tory Burch, United	
														Arrows								
4.	Kobe-Sanda Premium Outlets	Hyougo-ken (Osaka)	Ground Lease (2026)	40.0 %	2007		441,000		Adidas, Armani, Bally, Beams, Coach,	
														Dolce & Gabbana, Gap Outlet, Gucci,	
														Kate Spade New York, Marc Jacobs,	
														Michael Kors, Nike, Polo Ralph Lauren,	
														Prada/Miu	Miu,  Salvatore  Ferragamo,	
														Tod's, Tommy Hilfiger, United Arrows,	
														Valentino							
5.	Rinku Premium Outlets	Izumisano (Osaka)	Ground Lease (2031)	40.0 %	2000		512,500		Adidas, Armani, Bally, Beams, Brooks	
														Brothers,  Burberry,  Coach,  Dolce  &	
														Gabbana, Dunhill, Eddie Bauer, Furla,	
														Gap  Outlet,  Kate  Spade  New  York,	
														Lanvin Collection, Michael Kors, Nike,	
														Olive  des  Olive,  Polo  Ralph  Lauren,	
														Puma,		Salvatore	Ferragamo,	
														TaylorMade,  Tommy	Hilfiger,	United	
														Arrows, Zara						
6.	Sano Premium Outlets	Sano (Tokyo)	Fee	40.0 %	2003		390,800		Adidas, Beams, Coach, Dunhill, Eddie	
														Bauer, Etro, Furla, Gap Outlet, Gucci,	
														Kate Spade New York, Michael Kors,	
														Nike,  Polo  Ralph  Lauren,  Prada/Miu	
														Miu, Salvatore Ferragamo, TaylorMade	
7.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)	Ground Lease (2027)	40.0 %	2008		164,200		Adidas, Beams, Coach, Gap, Nike, Polo	
														Ralph Lauren, Tommy Hilfiger, United	
														Arrows								
8.	Shisui Premium Outlets	Shisui (Chiba)	Ground Lease (2033)	40.0 %	2013		434,600		Adidas, Beams, Citizen, Coach, Dunhill,	
														Furla,  Gap,  Kate  Spade  New  York,	
														Marmot, Michael Kors, Nike, Polo Ralph	
														Lauren,	Samsonite,	Tommy		Hilfiger,	
														United Arrows						
9.	Toki Premium Outlets	Toki (Nagoya)	Ground Lease (2033)	40.0 %	2005		367,700		Adidas,  Beams,  Coach,  Furla,  Gap	
														Outlet,  Kate  Spade  New  York,  Nike,	
														Olive  des  Olive,  Polo  Ralph  Lauren,	
														Puma,	Timberland,	Tommy		Hilfiger,	
														United Arrows						
10.	Tosu Premium Outlets	Fukuoka (Kyushu)	Fee	40.0 %	2004		328,400		Adidas,  Beams,  Coach,  Furla,  Gap	
														Outlet, Kate Spade New York, Michael	
														Kors, Nike, Olive des Olive, Polo Ralph	
														Lauren, Puma, Tommy Hilfiger, United	
														Arrows								
	Subtotal Japan										3,910,000										

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

			City		Ownership	SPG Effective			Total Gross				
	COUNTRY/Property Name		(Metropolitan area)		Interest	Ownership	Year Built	Leasable Area (1)		Selected Tenants	
	MEXICO														
11.	Punta Norte Premium Outlets	Mexico City	Fee	50.0 %	2004		333,000	Adidas, Calvin Klein, CH Carolina Herrera, Coach,	
												Dolce & Gabbana, Kate Spade New York, Nautica,	
												Nike, Palacio Outlet, Salvatore Ferragamo, Zegna	
12.	Premium Outlets Querétaro	Querétaro	Fee	50.0 %	2019		274,800	Adidas,  Adrianna  Papell,  Calvin  Klein,  Guess,	
												Levi's, Nike, Tommy Hilfiger, True Religion, Under	
												Armour	
	Subtotal Mexico										607,800				
	SOUTH KOREA														
13.	Yeoju Premium Outlets	Yeoju (Seoul)	Fee	50.0 %	2007		551,600	Adidas, Armani, Burberry, Chloe, Coach, Fendi,	
												Gucci, Michael Kors, Nike, Polo Ralph Lauren,	
												Prada, Salvatore Ferragamo, Tod's, Under Armour,	
												Valentino, Vivienne Westwood	
14.	Paju Premium Outlets	Paju (Seoul)	Ground Lease (2040)	50.0 %	2011		558,900	Adidas, Armani, Bean Pole, Calvin Klein, Coach,	
												Jill Stuart, Lanvin Collection, Marc Jacobs, Michael	
												Kors, Nike, Polo Ralph Lauren, Puma, Tory Burch,	
												Under Armour, Vivienne Westwood	
15.	Busan Premium Outlets (2)	Busan	Fee	50.0 %	2013		360,200	Adidas, Armani, Bean Pole, Calvin Klein, Coach,	
												Michael Kors, Nike, Polo Ralph Lauren, The North	
												Face, Tommy Hilfiger	
16.	Siehung Premium Outlets	Siehung	Fee	50.0 %	2017		444,400	Adidas, Armani, Bean Pole, Calvin Klein, Coach,	
												Michael Kors, Nike, Polo Ralph Lauren, Salvatore	
												Ferragamo, The North Face, Under Armour	
17.	Jeju Premium Outlets	Jeju Province	Ground Lease (2041)	50.0 %	2021		92,000	Adidas,  Arcteryx,  Golden  Goose,  Guess,  Hugo	
												Boss, J. Lindeberg, Lacoste	
	Subtotal South Korea										2,007,100				
	MALAYSIA														
18.	Johor Premium Outlets	Johor (Singapore)	Fee	50.0 %	2011		309,400	Adidas, Armani, Calvin Klein, Coach, DKNY, Furla,	
												Gucci,  Guess,  Michael  Kors,  Nike,  Polo  Ralph	
												Lauren,  Prada,  Puma,  Salvatore  Ferragamo,	
												Timberland, Tommy Hilfiger, Tory Burch, Zegna	
19.	Genting Highlands Premium Outlets	Kuala Lumpur	Fee	50.0 %	2017		277,500	Adidas,  Coach,  Furla,  Kate  Spade  New  York,	
												Michael Kors, Nike, Padini, Polo Ralph Lauren,	
												Puma	
	Subtotal Malaysia										586,900				
	THAILAND														
20.	Siam Premium Outlets Bangkok	Bangkok	Fee	50.0 %	2020		264,000	Adidas, Balenciage, Burberry, Calvin Klein, Coach,	
												Furla,  Kate  Spade  New  York,  Nike,  Skechers,	
												Under Armour	
	Subtotal Thailand										264,000				
	CANADA														
21.	Toronto Premium Outlets	Toronto (Ontario)	Fee	50.0 %	2013		504,900	Adidas,  Armani,  Burberry,  Calvin  Klein,  Coach,	
												Eddie Bauer, Gap, Gucci, Guess, Kate Spade New	
												York, Michael Kors, Nike, Polo Ralph Lauren, Saks	
												Fifth Avenue, Tommy Hilfiger, Tory Burch, Under	
												Armour	
22.	Premium Outlets Montreal	Montreal (Quebec)	Fee	50.0 %	2014		367,400	Adidas, Calvin Klein, Coach, Gap, Kate Spade New	
												York,  Michael  Kors,  Nike,  Polo  Ralph  Lauren,	
												Salvatore  Ferragamo,  The  North  Face,  Tommy	
												Hilfiger, Under Armour	
23.	Premium Outlet Collection	Edmonton (Alberta)	Ground Lease (2072)	50.0 %	2018		422,600	Adidas, Calvin Klein, Coach, Gap Factory, Kate	
	Edmonton International Airport											Spade New York, Michael Kors, Nike, Polo Ralph	
												Lauren, Tommy Hilfiger, Under Armour	
	Subtotal Canada										1,294,900				
	TOTAL INTERNATIONAL PREMIUM OUTLETS								8,670,700				

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

					City	Ownership	SPG Effective			Total Gross								
		COUNTRY/Property Name		(Metropolitan area)	Interest	Ownership	Year Built	Leasable Area (1)			Selected Tenants			
		INTERNATIONAL DESIGNER OUTLETS																			
	AUSTRIA																		
1.	Parndorf Designer Outlet	Vienna	Fee	90.0 %	2005		118,000	Adidas, Armani, Bally, Burberry, Calvin	
														Klein, Coach, Dolce & Gabbana, Furla,	
														Geox,  Gucci,  Guess,  Michael  Kors,	
														Moncler,  Nike,  Polo  Ralph  Lauren,	
														Porsche Design, Prada, Puma, Tommy	
														Hilfiger,	Zegna					
	Subtotal Austria										118,000								
	ITALY																		
2.	La Reggia Designer Outlet	Marcianise (Naples)	Fee	90.0 %	2010		344,000	Adidas, Armani, Calvin Klein, Coach,	
														Guess,  Liu  Jo,  Michael  Kors,  Nike,	
														Pinko,  Polo  Ralph  Lauren,  Puma,	
														Timberland, Tommy Hilfiger			
																	
3.	Noventa Di Piave Designer Outlet	Venice	Fee	90.0 %	2008		353,000	Adidas, Armani, Bally, Bottega Veneta,	
														Burberry, Calvin Klein, Coach, Dolce &	
														Gabanna,  Fendi,  Furla,  Gucci,  Loro	
														Piana, Michael Kors, Nike, Pinko, Polo	
														Ralph	Lauren,   Prada,	Salvatore	
														Ferragamo,	Sergio	Rossi,Tommy	
														Hilfiger, Valentino, Versace, Zegna	
	Subtotal Italy										697,000								
	NETHERLANDS																		
	Roermond Designer Outlet Phases 2 & 3	Roermond	Fee	90.0 %	2005		173,000	Armani,  Bally,  Burberry,  Calvin  Klein,	
														Coach,  Furla,  Gucci,  Michael  Kors,	
														Moncler, Mulberry, Polo Ralph Lauren,	
														Prada,	Swarovski,	Tod's,	Tommy	
														Hilfiger, UGG, Zegna				
	Roermond Designer Outlet Phase 4	Roermond	Fee	46.1 %	2017		125,000	Adidas,   Karl   Lagerfield,   Liu   Jo,	
														Longchamp,  Tag  Heuer,  Tom  Tailor,	
														Woolrich						
4.	Subtotal Roermond										298,000								
5.	Designer Outlet Roosendaal	Roosendaal	Fee	94.0 %	2017		247,500	Adidas,  Calvin  Klein,  Esprit,  Guess,	
														Nike, Puma, S. Oliver, Tommy Hilfiger	
	Subtotal Netherlands										545,500								
	UNITED KINGDOM																		
6.	Ashford Designer Outlet	Kent	Fee	45.0 %	2000		281,000	Adidas,  Calvin  Klein,  Clarks,  Fossil,	
														French Connection, Gap, Guess, Kate	
														Spade  New  York,  Nike,  Polo  Ralph	
														Lauren, Superdry, Tommy Hilfiger	
7.	West Midlands Designer Outlet	Cannock (West Midlands)	Fee	23.2 %	2021		197,000								
																					
	Subtotal England										478,000								
	CANADA																		
8.	Vancouver Designer Outlets	Vancouver	Ground Lease (2072)	45.0 %	2015		326,000	Adidas, Armani, Burberry, Calvin Klein,	
														Coach, Gap, Kate Spade New York,	
														Michael Kors, Nike, Polo Ralph Lauren,	
														Tommy Hilfiger, Under Armour	
	Subtotal Canada										326,000								
	GERMANY																		
9.	Ochtrup Designer Outlets	Ochtrup	Fee	70.5 %	2016		191,500	Adidas,  Calvin  Klein,  Guess,  Lindt,	
														Nike,  Puma,	Samsonite,	Schiesser,	
														Seidensticker, Steiff, Tom Tailor, Vero	
														Moda						
	Subtotal Germany										191,500								
	FRANCE																		
10.	Provence Designer Outlet	Miramas	Fee	90.0 %	2017		269,000	Armani, Calvin Klein, Guess, Michael	
														Kors, Nike, Polo Ralph Lauren, Puma,	
														Prada, Timberland, Tommy Hilfiger	
	Subtotal France										269,000								
	SPAIN																		
11.	Málaga Designer Outlet	Málaga	Fee	46.1 %	2020		191,000	Adidas, Armani, Burberry, Calvin Klein,	
														Furla,  Guess,  Polo  Ralph  Lauren,	
														Prada, Tommy Hilfiger, Under Armour	
	Subtotal Spain										191,000								
	Total International Designer Outlets										2,816,000								

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

			City	Ownership	SPG Effective	Year Built	Total Gross			
	COUNTRY/Property Name	(Metropolitan area)	Interest	Ownership	or Acquired	Leasable Area (1)		Selected Tenants	
	International Taubman														
	China													
1.	CityOn.Xian	Xi'an	Ground Lease (2051)	20.0 %	Acquired 2020	995,000		Wangfujing	
2.	CityOn.Zhengzhou	Zhengzhou	Ground Lease (2051)	19.6 %	Acquired 2020	919,000		G-Super, Wangfujing	
	Subtotal China										1,914,000			
	South Korea													
3.	Starfield Anseong	Anseong	Fee	39.2 %	Acquired 2020	1,068,000		Shinsegae, E-Mart Traders	
4.	Starfield Hanam	Hanam	Fee	13.7 %	Acquired 2020	1,709,000		Shinsegae, E-Mart Traders	
	Subtotal South Korea										2,777,000			
	Total International Taubman										4,691,000			

FOOTNOTES:

(1)	All gross leasable area listed in square feet.

(2)	Property is undergoing an expansion.

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Land

We have direct or indirect ownership interests in approximately 100 acres of land held in the United States and Canada for future development.

Sustainability

Simon has integrated sustainability initiatives into our business operations: how we plan, develop, and operate our properties.

Reducing our greenhouse gas emissions is a central commitment to reducing our environmental impact. In 2020, we announced the adoption of 2035 greenhouse gas emissions targets approved by the Science Based Target Initiative (“SBTi”). Our target is to reduce scope 1 and scope 2 emissions by 68% (2019 baseline), and scope 3 emissions by 20.9% (2018 baseline). We believe that our climate related risk disclosures are aligned with the recommendations of the Task Force on Climate Related Financial Disclosures established by the Financial Stability Board.

Reducing water consumption and landfill waste are also components of reducing our carbon and environmental footprint. We have already achieved our initial target of reducing water usage by 20%, and we are working to create a new target that will focus on more efficient and responsible water use in the future.

The Governance and Nominating Committee of our Board of Directors (“Board”) has been allocated the oversight of our sustainability policies, including environmental, social, and governance matters. Additionally, the Board has delegated to the Audit Committee the oversight and the annual disclosure of our sustainability programs in the form of an annual sustainability report.

In 2022, we were once again awarded a Green Star rating (2014-2022) - the highest designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark. We were also the recipient of NAREIT’s Leader in the Light® award for sustainability leadership in the retail property sector. Finally, we scored an A- on the CDP Climate Change questionnaire.

To learn more about our sustainability initiatives and detailed reporting please access our latest Sustainability Report at investors.simon.com/. Information in the Sustainability Report and our Company website is not incorporated herein by reference and should not be considered part of this Annual Report on Form 10-K.

Mortgages and Unsecured Debt

The following table sets forth certain information regarding the mortgages encumbering our properties, and the properties held by our domestic and international joint venture arrangements, and also our unsecured corporate debt. Substantially all of the mortgage and property related debt is nonrecourse to us.

48

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

		Interest			Face			Annual Debt	Maturity	
Property Name		Rate				Amount			Service (1)		Date		
Consolidated Indebtedness:															
Secured Indebtedness:															
Arizona Mills	3.80	%		$	97,775		$	5,574			09/01/26		
Birch Run Premium Outlets	4.21 %				123,000				5,177	(2)		02/06/26		
Calhoun Outlet Marketplace	4.17	%				17,146	(19)			1,140			06/01/26		
Domain, The	3.09 %				210,000				6,497	(2)		07/01/31		
Ellenton Premium Outlets	4.30	%				178,000				7,651	(2)		12/01/25		
Empire Mall	4.31 %				176,974				11,268			12/01/25		
Florida Keys Outlet Marketplace	4.17	%				17,000				709	(2)		12/01/25		
Gaffney Outlet Marketplace	4.17	%				27,696	(19)			1,841			06/01/26		
Gloucester Premium Outlets	5.89 %	(1)			85,055				5,011			03/01/23		
Grove City Premium Outlets	4.31 %				140,000				6,032	(2)		12/01/25		
Gulfport Premium Outlets	4.35	%				50,000				2,174	(2)		12/01/25		
Gurnee Mills	3.99 %				257,710				10,283	(2)		10/01/26		
Hagerstown Premium Outlets	4.26 %				70,430				4,539			02/06/26		
La Reggia Designer Outlets Phases 1 & 2	4.00 %	(25)			171,255	(30)			6,850			03/27/27		
Lee Premium Outlets	4.17 %				47,480	(19)			3,156			06/01/26		
Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4	1.90	%				297,121	(30)			5,636	(2)		07/25/25		
Ochtrup Designer Outlet	2.10	%				53,517	(30)			1,124	(2)		06/30/26		
Opry Mills	4.09	%				375,000				15,345	(2)		07/01/26		
Outlets at Orange, The	4.22	%				215,000				9,067	(2)		04/01/24		
Oxford Valley Mall	6.00	%				23,109				1,387			12/07/22		
Paris-Giverny Designer Outlet	5.93	%	(38)			33,973				2,015	(2)		06/11/25		
Parndorf Designer Outlet	2.00	%				195,869	(30)			3,917	(2)		07/04/29		
Penn Square Mall	3.84 %				310,000				11,910	(2)		01/01/26		
Phipps Plaza Hotel	6.14	%	(1)			25,000				2,369			10/25/26 (3)	
Pismo Beach Premium Outlets	3.33 %				32,124	(20)			1,951			09/06/26		
Plaza Carolina	5.49	%	(1)			225,000				12,356	(2)		07/27/23		
Pleasant Prairie Premium Outlets	4.00	%				145,000				5,793	(2)		09/01/27		
Potomac Mills	3.46 %				416,000				14,383	(2)		11/01/26		
Provence Designer Outlet	4.92	%				101,405	(30)			6,021			07/27/27 (3)	
Puerto Rico Premium Outlets	5.49	%	(1)			160,000				8,787	(2)		07/26/23		
Queenstown Premium Outlets	3.33 %				56,432	(20)			3,428			09/06/26		
Roermond Designer Outlet	3.63 %				246,178	(30)			8,946	(2)		05/29/29		
Roosendaal Designer Outlets	1.75	%	(24)			63,820	(30)			2,817			02/23/24 (3)	
Shops at Chestnut Hill, The	4.69	%				120,000				5,624	(2)		11/01/23		
Southridge Mall	3.85	%				112,087				4,320	(2)		06/06/23		
Summit Mall	3.31 %				85,000				2,817	(2)		10/01/26		
Syosset Park	6.39	%	(1)			75,485				4,825			05/12/26 (3)	
University Park Village	3.85	%				52,352				3,113			05/01/28		
White Oaks Mall	7.27 %	(1)			40,190				3,920			06/01/24 (3)	
Williamsburg Premium Outlets	4.23 %				185,000				7,824	(2)		02/06/26		
Wolfchase Galleria	4.15	%				155,152				6,433	(2)		11/01/26		
Total Consolidated Secured Indebtedness				$	5,469,335									

49

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

Unsecured Indebtedness:										
Simon Property Group, L.P.										
Revolving Credit Facility - USD	5.13 %	(15)	$	125,000		$	6,413	(2)	06/30/25 (3)	
Supplemental Credit Facility - EUR	3.81 %	(16)		802,763	(37)		30,585	(2)	01/31/27 (3)	
Unsecured Notes - 22C	6.75 %			600,000			40,500	(14)	02/01/40	
Unsecured Notes - 25C	4.75 %			550,000			26,125	(14)	03/15/42	
Unsecured Notes - 27B	3.75 %			600,000			22,500	(14)	02/01/24	
Unsecured Notes - 28A	3.38 %			900,000			30,375	(14)	10/01/24	
Unsecured Notes - 28B	4.25 %			400,000			17,000	(14)	10/01/44	
Unsecured Notes - 29B	3.50 %			1,100,000			38,500	(14)	09/01/25	
Unsecured Notes - 30B	3.30 %			800,000			26,400	(14)	01/15/26	
Unsecured Notes - 31B	3.25 %			750,000			24,375	(14)	11/30/26	
Unsecured Notes - 31C	4.25 %			550,000			23,375	(14)	11/30/46	
Unsecured Notes - 32B	3.38 %			750,000			25,313	(14)	06/15/27	
Unsecured Notes - 33A	2.75 %			600,000			16,500	(14)	06/01/23	
Unsecured Notes - 33B	3.38 %			750,000			25,313	(14)	12/01/27	
Unsecured Notes - 34A	2.00 %			1,000,000			20,000	(14)	09/13/24	
Unsecured Notes - 34B	2.45 %			1,250,000			30,625	(14)	09/13/29	
Unsecured Notes - 34C	3.25 %			1,250,000			40,625	(14)	09/13/49	
Unsecured Notes - 35A	2.65 %			750,000			19,875	(14)	07/15/30	
Unsecured Notes - 35B	3.80 %			750,000			28,500	(14)	07/15/50	
Unsecured Notes - 36A	1.75 %			800,000			14,000	(14)	02/01/28	
Unsecured Notes - 36B	2.20 %			700,000			15,400	(14)	02/01/31	
Unsecured Notes - 37A	1.38 %			550,000			7,563	(14)	01/15/27	
Unsecured Notes - 37B	2.25 %			700,000			15,750	(14)	01/15/32	
Unsecured Notes - 38A	3.94 %	(36)		500,000			19,700	(4)	01/11/24	
Unsecured Notes - 38B	2.65 %			700,000			18,550	(14)	02/01/32	
Unsecured Notes - Euro 3	1.25 %			535,175	(10)		6,690	(6)	05/13/25	
Unsecured Notes - Euro 4	1.13 %			802,763	(13)		9,031	(6)	03/19/33	
Total Consolidated Unsecured Indebtedness			$	19,565,701						
Total Consolidated Indebtedness at Face Amounts			$	25,035,036						
Premium on Indebtedness				20,909						
Discount on Indebtedness				(50,894)						
Debt Issuance Costs				(108,210)						
Other Debt Obligations				63,445	(18)					
Total Consolidated Indebtedness			$	24,960,286						
Our Share of Consolidated Indebtedness			$	24,754,718						

Joint Venture Indebtedness:										
Secured Indebtedness:										
Ami Premium Outlets	2.22 %		$	6,532	(26)	$	6,335		09/25/23	
Arundel Mills	4.29 %			383,500			16,444	(2)	02/06/24	
Ashford Designer Outlet	4.54 %	(27)		125,206	(21)		5,689	(2)	05/23/27	
Aventura Mall	4.12 %			1,750,000			72,122	(2)	07/01/28	
Avenues, The	3.60 %			110,000			3,960	(2)	02/06/23	

50

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

Briarwood Mall	3.29	%		165,000		5,432	(2)	09/01/26	
Busan Premium Outlets	2.87 %		87,519	(17)	2,515	(2)	11/23/25	
Cape Cod Mall	6.66 %	(35)	52,000		3,462	(2)	07/30/26 (3)	
Charlotte Premium Outlets	4.27 %		100,000		4,961		07/01/28	
Clarksburg Premium Outlets	3.95 %		160,000		8,921		01/01/28	
Coconut Point	3.95 %		175,503		10,811		10/01/26	
Colorado Mills - 1	4.28	%		123,778		8,050		11/01/24	
Colorado Mills - 2	2.80	%		30,000		840	(2)	07/01/31	
Concord Mills	6.55 %		234,790		17,773		11/01/32	
Dadeland Mall	3.11 %		377,775		19,868		01/05/27	
Dadeland Mall Hotel	6.74	%	(1)	29,072		1,960	(2)	07/01/24 (3)	
Del Amo Fashion Center	3.66 %		585,000		21,396	(2)	06/01/27	
Domain Westin	4.12 %		60,363		5,653		09/01/25	
Dover Mall	5.57 %		79,104		4,406	(2)	08/06/26	
Falls, The	3.45	%		150,000		5,175	(2)	09/01/26	
Fashion Centre Pentagon	6.94 %	(41)	455,000		31,573	(2)	05/09/26 (3)	
Fashion Valley	7.89	%	(34)	415,000		32,750	(2)	02/01/26 (3)	
Florida Mall, The	6.30	%	(39)	600,000		37,800	(2)	02/09/27 (3)	
Fukaya-Hanazono Premium Outlets	0.76 %		81,617	(26)	618	(2)	09/30/32	
Galleria, The	3.55	%		1,200,000		42,598	(2)	03/01/25	
Genting Highland Premium Outlets	4.56	%	(7)	13,928	(9)	6,754		02/14/24	
Gotemba Premium Outlets	0.16 %		99,160	(26)	161	(2)	04/08/27	
Grapevine Mills	3.83	%		268,000		10,272	(2)	10/01/24	
Hamilton Town Center	6.71	%	(35)	80,000		5,366	(2)	02/24/27 (3)	
Johor Premium Outlet	4.06	%	(7)	4,533	(9)	184	(2)	10/31/23	
Katy Mills	5.77	%		129,497		9,059		08/01/32	
Kobe-Sanda Premium Outlets	0.34 %	(12)	6,866	(26)	24	(2)	01/31/23	
Lehigh Valley Mall	4.06	%		181,327		11,526		11/01/27	
Liberty Tree Mall	3.41	%		27,592		942		05/06/23	
Malaga Designer Outlet	4.88	%	(22)	63,974	(30)	3,123	(2)	02/09/23	
Mall at Rockingham Park, The	4.04 %		262,000		10,585	(2)	06/01/26	
Mall at Tuttle Crossing, The	3.56	%		114,814		4,092	(2)	05/01/23	
Mall of New Hampshire, The	4.11 %		150,000		6,162	(2)	07/01/25	
Meadowood Mall	5.70 %		105,766		8,194		12/01/26	
Miami International Mall	4.42	%		160,000		7,072	(2)	02/06/24	
Norfolk Premium Outlets	4.50	%		75,000		3,375	(2)	04/01/32	
Northshore Mall	3.30 %		215,706		7,118		07/05/23	
Paju Premium Outlets	3.06 %		48,339	(17)	1,480	(2)	03/13/25	
Premium Outlet Collection Edmonton IA	6.04	%	(40)	100,758	(5)	6,083	(2)	11/30/23	
Premium Outlets Montréal	3.08	%		88,592	(5)	2,729	(2)	06/01/24	
Quaker Bridge Mall	4.50 %		180,000		8,100	(2)	05/01/26	
Queretaro Premium Outlets - Fixed	11.99 %		21,488	(32)	4,352		12/20/33	
Queretaro Premium Outlets - Variable	13.92	%		2,583	(32)	360	(2)	06/20/23	
Rinku Premium Outlets - Fixed	0.30 %		45,004	(26)	136	(2)	07/31/27	
Roermond 4 Designer Outlet	1.95 %	(23)	179,897	(30)	3,515	(2)	08/18/25	
Roosevelt Field Hotel	6.81	%	(33)	48,802		3,324	(2)	06/29/27 (3)	

51

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

Round Rock Residential	6.39	%	(1)		15,849		1,013		08/26/26 (3)		
Sano Premium Outlets	0.28 %			34,706	(26)	98	(2)	02/28/25		
Sawgrass Mills Hotel	6.95	%	(33)		28,151		1,956	(2)	06/07/24 (3)		
Shisui Premium Outlets Phase 1	0.32 %	(12)		21,358	(26)	69	(2)	05/31/23		
Shisui Premium Outlets Phase 2	0.37 %			38,138	(26)	139	(2)	05/31/29		
Shisui Premium Outlets Phase 3	0.33	%	(12)		19,833	(26)	64	(2)	11/30/23		
Shops at Clearfork, The	2.81	%	(27)		145,000		4,075	(2)	03/11/30		
Shops at Crystals, The	3.74	%			550,000		20,592	(2)	07/01/26		
Shops at Mission Viejo, The	3.61	%			295,000		10,650	(2)	02/01/23		
Siam Premium Outlets Bangkok	6.28 %			67,829	(11)	4,256	(2)	06/05/31		
Siheung Premium Outlets	2.51 %			118,868	(17)	2,984	(2)	03/15/24		
Silver Sands Premium Outlets	3.96 %			140,000		5,543	(2)	03/01/32		
Smith Haven Mall	7.39	%	(1)		171,750		12,695	(2)	03/31/24 (3)		
Solomon Pond Mall	4.01 %			91,176		3,656		11/01/22 (8)		
Southdale Hotel	6.71	%	(35)		16,764		1,691	(2)	06/01/25		
Southdale Residential	4.46	%			36,196		1,614		10/15/35		
Springfield Mall	4.45	%			56,607		3,922		10/06/25		
Square One Mall	5.47 %			80,216		4,390	(2)	01/06/27		
St. Johns Town Center	3.82 %			350,000		13,367	(2)	09/11/24		
St. Louis Premium Outlets	4.06 %			89,709		5,466		10/06/24		
Stoneridge Shopping Center	3.50 %			330,000		11,550	(2)	09/05/26		
Tanger Outlets Columbus	6.25 %			71,000		4,439	(2)	10/01/32		
Tanger Outlets - Galveston/Houston	6.24	%	(1)		64,500		4,026	(2)	07/01/23		
Toki Premium Outlets - Fixed	0.21	%			20,214	(26)	42	(2)	11/30/24		
Toki Premium Outlets - Variable	0.29	%	(12)		2,670	(26)	8	(2)	11/30/24		
Tosu Premium Outlets	0.20 %	(12)		47,292	(26)	93	(2)	10/31/26		
Twin Cities Premium Outlets	4.32	%			115,000		4,968	(2)	11/06/24		
Vancouver Designer Outlet	5.67	%	(27)		121,813	(5)	6,907	(2)	12/01/27 (3)		
West Midlands Designer Outlets	7.52	%	(28)		77,422	(21)	5,825	(2)	02/27/23		
Westchester, The	3.25 %			400,000		13,000	(2)	02/01/30		
Woodfield Mall	4.50 %			381,019		26,022		03/05/24		
Yeoju Premium Outlets	2.95	%			53,090	(17)	1,564	(2)	09/28/24		
											
Total Joint Venture Secured Indebtedness at Face											
Amount			$ 14,261,555						
TMLP Indebtedness at Face Amount					345,321	(29)					
Total Joint Venture and TMLP Indebtedness at Face Amount					14,606,876						
Debt Issuance Costs					(36,955)						
Total Joint Venture Indebtedness			$ 14,569,921						
Our Share of Joint Venture Indebtedness						(31)					
				$	6,769,992						
											
Taubman Realty Group Indebtedness:				TRG Share						
Secured Indebtedness:				of Face Amount					
Cherry Creek Shopping Center	3.85 %	$	275,000		$ 10,588 (2)	06/01/28		
City Creek Center	4.37 %			69,932		5,001		08/01/23		

52

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

Country Club Plaza	3.85 %			149,102		8,934		04/01/26		
Dolphin Mall	3.98	%	(44)		1,000,000		39,800	(2)	05/09/27 (3)		
Fair Oaks Mall	5.32 %			121,566		8,533		05/10/23		
Gardens Mall, The	4.34 %			101,771		4,670		07/15/25		
Great Lakes Crossing Outlets	3.60 %			177,529		12,074		01/06/23		
International Market Place	6.45	%	(45)		163,625		10,554	(2)	08/09/24		
International Plaza	5.46	%	(43)		238,977		13,048	(2)	10/09/26 (3)		
Mall at Green Hills, The	6.78	%	(42)		150,000		10,170	(2)	01/01/27 (3)		
Mall at Millenia, The	3.94	%			225,000		8,875	(2)	10/15/24		
Mall at Short Hills, The	3.48	%			1,000,000		34,800	(2)	10/01/27		
Mall at University Town Center, The	3.40	%			140,000		4,760	(2)	11/01/26		
Sunvalley	4.44	%			76,256		5,634		09/01/22 (8)		
Twelve Oaks Mall	4.85 %			277,901		18,673		03/06/28		
Waterside Shops	3.86 %			80,116		4,615		04/15/26		
Westfarms	5.50 %			192,852		15,315		10/01/23		
CityOn.Xian	6.00	%			33,828	(46)	7,902		03/14/29		
CityOn.Zhengzhou	5.60 %			35,306	(46)	8,137		03/22/32		
Starfield Anseong	2.17	%			109,689	(47)	16,729		02/27/25		
Starfield Hanam	2.38 %			76,783	(47)	11,872		10/26/25		
Total TRG Secured Indebtedness at TRG Share of Face			$	4,695,233						
Amount										

Corporate and Other Indebtedness:											
TRG U.S. Headquarters	3.49 %			12,000		419	(2)	03/01/24		
Other	6.61	%			12,000		793	(2)	11/01/27 (3)		
Total TRG Corporate and Other Indebtedness at TRG											
Share of Face Amount			$	24,000						
Discount on Indebtedness					(8,852)						
Total TRG Indebtedness at TRG Share			$	4,710,381						
												
Our Share of TRG Indebtedness			$	3,768,307						

(1)	Variable rate loans based on one-month (1M) LIBOR plus interest rate spreads ranging from 110 bps to 300 bps. 1M LIBOR as of December 31, 2022, was 4.39%.

(2)	Requires monthly payment of interest only.

(3)	Includes applicable extension available at the Applicable Borrower's option.

(4)	Requires quarterly payments of interest only.

(5)	Amount shown in USD equivalent. CAD equivalent is 421.5 million.

(6)	Requires annual payment of interest only.

(7)	Variable rate loans based on Cost of Fund plus interest rate spreads ranging from 125 bps to 175 bps. Cost of Fund as of December 31, 2022, was 2.81%.

(8)	Mortgage is outstanding as of 12/31/2022.

(9)	Amount shown in USD equivalent. Ringgit equivalent is 81.5 million.

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As of December 31, 2022

(Dollars in thousands)

(10)	Amount shown in USD equivalent. Euro equivalent is 500.0 million.

(11)	Amount shown in USD equivalent. Baht equivalent is 2.3 billion.

(12)	Variable rate loans based on six-month (6M) TIBOR plus interest rate spreads ranging from 15 bps to 35 bps. As of December 31, 2022, 6M TIBOR was 0.14%.

(13)	Amount shown in USD equivalent. Euro equivalent is 750.0 million.

(14)	Requires semi-annual payments of interest only.

(15)	Credit Facilities. As of December 31, 2022, the Credit Facilities bear interest at a SOFR index subject to a 10bps adjustment plus 72.5 bps credit spread. The Credit Facilities provide for different pricing based upon our investment grade rating. As of December 31, 2022, $6.6 billion was available after outstanding borrowings and letters of credit under our Credit Facilities.

(16)	Supplemental Credit Facility. Subsequent to December 31, 2022, we completed an interest rate swap agreement to effectively swap the interest rate to the all-in rate presented.

(17)	Amount shown in USD equivalent. Won equivalent is 388.4 billion.

(18)	City of Sunrise Bond Liability (Sawgrass Mills).

(19)	Loans secured by these three properties are cross-collateralized and cross-defaulted.

(20)	Loans secured by these two properties are cross-collateralized and cross-defaulted.

(21)	Amount shown in USD equivalent. GBP equivalent is 167.5 million.

(22)	Variable rate loan based on three-month (3M) EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 275 bps.

(23)	Variable rate loan based on 3M EURIBOR plus an interest rate spread of 130 bps. Through an interest rate cap agreement, 3M EURIBOR is capped at 0.65%.

(24)	Variable rate loan based on 3M EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 175 bps.

(25)	Variable rate loan based on 3M EURIBOR plus an interest rate spread 250 bps. Through an interest rate cap agreement, 3M EURIBOR is currently fixed at 1.50%.

(26)	Amount shown in USD equivalent. Yen equivalent is 55.5 billion

(27)	Associated with this loan is an interest rate swap agreement that effectively fixes the interest rate on this loan at the all-in rate presented.

(28)	Variable rate loan based on three-month (3M) GBP LIBOR plus an interest rate spread of 365 bps. 3M GBP LIBOR as of December 31, 2022, was 3.87%.

(29)	Consists of two properties with interest rates ranging from 5.65% to 7.32% and maturities in 2024.

(30)	Amount shown in USD equivalent. Euro equivalent is 1.3 billion.

(31)	Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including The Mills Limited Partnership. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $128.0 million of payment guarantees provided by the Operating Partnership.

(32)	Amount shown in USD equivalent. Peso equivalent is 469.1 million.

(33)	Variable rate loans based on 30-day Average SOFR plus interest rate spreads ranging from 275 bps to 295 bps. Through interest cap agreement, 30-day Average SOFR is currently fixed at 4.00%.

(34)	Variable rate loan based on 1M LIBOR plus an interest rate spread of 350 bps. In addition, 1M LIBOR floor of 0.25%.

(35)	Variable rate loan based on one-month (1M) SOFR plus interest rate spreads ranging from 230 bps to 235 bps. 1M SOFR as of December 31, 2022, was 4.36%.

(36)	Variable rate bond based on SOFR index plus 43 bps.

(37)	Amount shown in USD equivalent. Euro equivalent is 750.0 million.

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Mortgage and Unsecured Debt

As of December 31, 2022

(Dollars in thousands)

(38)	Variable rate loan based on 3M EURIBOR plus interest rate spreads ranging from 270 bps to 380 bps. Through interest cap agreements, 3M EURIBOR is currently fixed at 1.00%.

(39)	Variable rate loan based on 1M SOFR plus an interest rate spread of 230 bps. Through an interest cap agreement, 1M SOFR is currently fixed at 4.00%.

(40)	Variable rate loan based on one-month (1M) CDOR plus an interest spread of 130 bps. 1M CDOR as of December 31, 2022, was 4.74%.

(41)	Variable rate loan based on 1M LIBOR plus an interest rate spread of 294 bps. Through interest cap agreement, 1M LIBOR is currently fixed at 4.00%.

(42)	Variable rate loan based on 30 day Average SOFR, which is subject to a floor of 0.035%, plus an interest rate spread of 272 bps. Through an interest rate cap agreement, 30 day Average SOFR is currently fixed at 4.00%.

(43)	Variable rate loan based on 1M LIBOR, which is subject to a floor of 0.00% plus an interest rate spread of 196bps. Through interest rate cap agreements, 1M LIBOR is currently fixed at 3.50%.

(44)	Variable rate loan based on 1M Term SOFR, which is subject to a floor of 0.00% plus an interest rate spread of 310bps. Through interest rate swap agreements, 1M Term SOFR is currently fixed at 0.88%.

(45)	Variable rate loan based on 1M LIBOR, which is subject to a floor of 0.00% plus an interest rate spread of 250bps. Through interest rate swap agreements related to a portion of the total outstanding debt, 1M LIBOR is currently fixed at 0.88%.

(46)	Amounts shown in USD Equivalent. CNY Equivalent is 1.9 billion.

(47)	Amounts shown in USD Equivalent. KRW Equivalent is 847.5 billion.

The changes in consolidated mortgages and unsecured indebtedness for the years ended December 31, 2022, 2021 and 2020 are as follows:

			2022			2021			2020			
Balance, Beginning of Year	$	25,321,022		$	26,723,361		$	24,163,230			
Additions during period:												
New Loan Originations			3,443,739			9,255,220			15,269,791			
Loans assumed in acquisitions and consolidation			85,689			46,263			—		
Net (Discount)/Premium			(1,922)		(9,118)		28,906			
Net Debt Issuance Costs			(10,166)		(35,818)		(34,931)		
Deductions during period:												
Loan Retirements			(3,687,330)		(10,386,133)		(12,932,448)		
Amortization of Net Discounts/(Premiums)			7			168			174			
Debt Issuance Cost Amortization			26,113			24,794			23,076			
Scheduled Principal Amortization			(22,446)		(48,386)		(51,728)		
Foreign Currency Translation			(194,420)		(249,329)		257,291			
Balance, Close of Year		$	24,960,286		$	25,321,022		$	26,723,361			
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Item 3. Legal Proceedings

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 4. Mine Safety Disclosures

Not applicable.

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Part II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Simon

Market Information

Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”.

Holders

The number of holders of record of common stock outstanding was 1,109 as of January 31, 2023. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Dividends

We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership 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.

Common stock cash dividends paid during 2022 aggregated $6.90 per share. Common stock cash dividends during 2021 aggregated $7.15 per share. On February 6, 2023, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2023 of $1.80 per share, payable on March 31, 2023 to shareholders of record on March 10, 2023.

We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2022.

Issuances Under Equity Compensation Plans

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

There were no unregistered purchases of equity securities made by Simon during the quarter ended December 31,

2022.

The Operating Partnership

Market Information

There is no established trading market for units or preferred units.

Holders

The number of holders of record of units was 240 as of January 31, 2023.

Distributions

The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain

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adjustments. 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 distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.

Distributions during 2022 aggregated $6.90 per unit. Distributions during 2021 aggregated $7.15 per unit. On February 6, 2023, Simon’s Board of Directors declared a quarterly cash distribution for the first quarter of 2023 of $1.80 per unit, payable on March 31, 2023 to unitholders of record on March 10, 2023. The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2022.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2022, the Operating Partnership redeemed 810 units from a limited partner for $0.09 million in cash.

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report on Form 10-K.

Overview

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. In this discussion, 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. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 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 several properties in the North America, Europe and Asia. Internationally, as of December 31, 2022, we had ownership in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2022, 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 generate the majority of our lease income from retail, dining, entertainment, and other tenants including consideration received from:

●	fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements, and

●	variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:

●	attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses,

●	expanding and re-tenanting existing highly productive locations at competitive rental rates,

●	selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets,

●	generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and

●	selling selective non-core assets.

We also grow by generating supplemental revenues from the following activities:

●	establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

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●	offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

●	selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and

●	generating interest income on cash deposits and investments in loans, including those made to related entities.

We focus on high quality real estate across the retail real estate spectrum. We expand or redevelop properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in markets we believe are not adequately served by existing retail outlet properties.

We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

To support our growth, we employ a three-fold capital strategy:

●	provide the capital necessary to fund growth,

●	maintain sufficient flexibility to access capital in many forms, both public and private, including but not limited to, having in place, the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or the Credit Facility, its $3.5 billion supplemental unsecured revolving credit facility, or its Supplemental Facility, together, the Credit Facilities and its global unsecured commercial paper note program, or the Commercial Paper program, of $2.0 billion, or the non-U.S. dollar equivalent thereof, and

●	manage our overall financial structure in a fashion that preserves our investment grade credit ratings.

We consider FFO, comparable FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measures are included below in this discussion.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic had a material negative impact on economic and market conditions around the world. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have at times imposed measures intended to control its spread, 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. As a result of the COVID-19 pandemic and these measures, the Company has experienced and may continue to experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments. Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days in 2020, the majority of which occurred in the second quarter.

As we developed and implemented our response to the impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve. In the second quarter of 2020, in connection with the property closures, we implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:

●	significantly reduced all non-essential corporate spending,

●	significantly reduced property operating expenses, including discretionary marketing spend,

●	implemented a temporary furlough of certain corporate and field employees due to the closure of the Company’s U.S. properties as a result of restrictive governmental orders; reduced certain corporate and field personnel and implemented a temporary freeze on company hiring efforts, and

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●	suspended more than $1.0 billion of redevelopment and new development projects.

As the economic environment has recovered from the pandemic, our operations have returned to more normalized pre-pandemic levels with respect to our operating expenses and capital spend.

Results Overview

Diluted earnings per share and diluted earnings per unit decreased $0.32 during 2022 to $6.52 as compared to $6.84 in 2021. The decrease in diluted earnings per share and diluted earnings per unit was primarily attributable to:

●	a non-cash gain in 2021 on acquisitions and disposals of $203.4 million, or $0.54 per diluted share/unit, related to the disposition of our interest in three properties of $176.8 million, or $0.47 per diluted share/unit, a non-cash gain on the consolidation of one property of $3.7 million, or $0.01 per diluted share/unit, and net gains of $21.0 million, or $0.06 per diluted share/unit, related to property insurance recoveries of previously depreciated assets, primarily due to hurricane, flood and wind storm damage,

●	a gain in 2021 on the disposal, exchange, or revaluation of equity interests of $178.7 million, or $0.48 per diluted share/unit, of which $159.8 million, or $0.43 per diluted share/unit, was non-cash,

●	decreased income from unconsolidated entities of $134.9 million, or $0.36 per diluted share/unit, the majority of which is due to unfavorable year-over-year operations from our other platform investments as well as the reversal of a previously established deferred tax liability at Klépierre in 2021 resulting in a non-cash gain, of which our share was $118.4 million, which is partially offset by improved operations and core fundamentals in our other unconsolidated entities and TRG,

●	an unrealized unfavorable change in fair value of publicly traded equity instruments of $53.1 million, or $0.14 per diluted share/unit, partially offset by

●	a non-cash gain in 2022 on the disposal, exchange, or revaluation of equity interests, net of $121.2 million, or $0.32 per diluted share/unit,

●	decreased tax expense of $73.7 million, or $0.20 per diluted share/unit, primarily due to unfavorable year-over-year operations from other platform investments and a favorable $32.0 million tax impact created by the lower gain on disposal, exchange, or revaluation of equity interests transactions noted above,

●	decreased interest expense in 2022 of $34.5 million, or $0.09 per diluted share/unit, primarily due to the early extinguishment of nine secured loans in the fourth quarter of 2021, the disposition of three retail properties in 2021, and the refinancing of two retail properties at lower interest rates in 2021, partially offset by an increase in interest rates as further discussed below,

●	a charge on early extinguishment of debt of $51.8 million, or $0.14 per diluted share/unit, in 2021, and

●	improved operating performance and solid core business fundamentals in 2022, as discussed below, and the impact of our acquisition, development and expansion activity.

Portfolio NOI increased 5.7% in 2022 as compared to 2021. Average base minimum rent for U.S. Malls and Premium Outlets increased 2.3% to $55.13 psf as of December 31, 2022, from $53.91 psf as of December 31, 2021. Ending occupancy for our U.S. Malls and Premium Outlets increased 1.5% to 94.9% as of December 31, 2022, from 93.4% as of December 31, 2021, primarily due to leasing activity, partially offset by 2021 tenant bankruptcy activity.

Our effective overall borrowing rate at December 31, 2022 on our consolidated indebtedness increased 36 basis points to 3.22% as compared to 2.86% at December 31, 2021. This increase was primarily due to an increase in the effective overall borrowing rate on variable rate debt of 273 basis points (3.93% at December 31, 2022 as compared to 1.20% at December 31, 2021) offset by a decrease in the effective overall borrowing rate on fixed rate debt of 13 basis points (3.15% at December 31, 2022 as compared to 3.28% at December 31, 2021). The weighted average years to maturity of our consolidated indebtedness was 7.5 years and 7.8 years at December 31, 2022 and 2021, respectively.

Our financing activity for the year ended December 31, 2022 included:

●	increasing our Euro denominated borrowings by €750.0 million ($779.0 million U.S. dollar equivalent as of the issuance date) under the Supplemental Facility, and using the proceeds to repay €750.0 million ($777.1 million U.S. dollar equivalent as of the payoff date) of senior unsecured notes at maturity,

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●	decreasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by $500.0 million, and

●	completing on January 11, 2022, the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility, on January 12, 2022.

United States Portfolio Data

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.

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

●	properties that are consolidated in our consolidated financial statements,

●	properties we account for under the equity method of accounting as joint ventures, and

●	the foregoing two categories of properties on a total portfolio basis.

							%/Basis Point				%/Basis Point			
					2022		Change (1)	2021		Change (1)	2020	
U.S. Malls and Premium Outlets:											
Ending Occupancy										
Consolidated	94.9%		140 bps	93.5%		200 bps	91.5%	
Unconsolidated	94.9%		180 bps	93.1%		220 bps	90.9%	
Total Portfolio	94.9%		150 bps	93.4%		210 bps	91.3%	
Average Base Minimum Rent per Square Foot										
Consolidated	$ 53.95		2.6%	$ 52.59		-2.6%	$ 53.98	
Unconsolidated	$ 58.36		1.4%	$ 57.55		-5.6%	$ 60.97	
Total Portfolio	$ 55.13		2.3%	$ 53.91		-3.4%	$ 55.80	
U.S. TRG:										
														
Ending Occupancy	94.5%		330 bps	91.2%		60 bps	90.6%	
Average Base Minimum Rent per Square Foot	$ 61.76		5.2%	$ 58.69		5.3%	$ 55.75	
The Mills:										
														
Ending Occupancy	98.2%		60 bps	97.6%		230 bps	95.3%	
Average Base Minimum Rent per Square Foot	$ 34.89		3.2%	$ 33.80		0.1%	$ 33.77	

(1)	Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.

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 Leasing Activities

During the twelve months ended December 31, 2022, we signed 1,262 new leases and 1,517 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 9.1 million square feet, of which 7.0 million square feet related to consolidated properties. During 2021, we signed 992 new leases and 1,460 renewal leases with a fixed minimum rent, comprising approximately 8.3 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 $55.41 per square foot in 2022 and $55.90 per square foot in 2021 with an average tenant allowance on new leases of $53.01 per square foot

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and $53.75 per square foot, respectively.

Japan Data

The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.

		December 31,	%/basis point	December 31,	%/basis point	December 31,		
			2022		Change		2021		Change		2020		
Ending Occupancy			99.8%		0 bps			99.8%		+30 bps			99.5%		
Average Base Minimum Rent per	¥	5,779		4.90%		¥	5,509		1.14%		¥	5,447		
Square Foot														

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, see Note 3 of the notes to the consolidated financial statements.

●	We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions due to, or amplified by, the COVID-19 pandemic. When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at the Company’s properties on substantially similar terms. In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination.

●	We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, changes in a property’s operational performance such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of its fair value. We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or

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relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary. Changes in economic and operating conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

●	To maintain Simon’s status as a REIT, we must distribute at least 90% of REIT taxable income in any given year and meet certain asset and income tests. We monitor our business and transactions that may potentially impact Simon’s REIT status. In the unlikely event that we fail to maintain Simon’s REIT status, and available relief provisions do not apply, we would be required to pay U.S. federal income taxes at regular corporate income tax rates during the period Simon did not qualify as a REIT. If Simon lost its REIT status, it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless its failure was 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.

●	In the period of a significant acquisition of real estate, we make estimates as part of our valuation of the purchase price of asset acquisitions (including the components of excess investment in joint ventures) to the various components of the acquisition based upon the relative fair value of each component. The most significant components of our real estate valuations are typically the determination of relative fair value to the buildings as-if-vacant, land and market value of in-place leases. In the case of the fair value of buildings and fair value of land and other intangibles, our estimates of the values of these components will affect the amount of depreciation or amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the market value of in-place leases, we make our best estimates of the tenants’ ability to pay rents based upon the tenants’ operating performance at the property, including the competitive position of the property in its market as well as sales psf, rents psf, and overall occupancy cost for the tenants in place at the acquisition date. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases.

Results of Operations

The following acquisitions, dispositions, and openings of consolidated properties affected our consolidated results in the comparative periods:

●	On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture, resulting in the consolidation of this property.

●	During the second quarter of 2022, we disposed of one retail property.

●	During 2021, we disposed of three retail properties.

●	During the first quarter of 2021, we consolidated one Designer Outlet property in Europe that had previously been accounted for under the equity method.

●	During the fourth quarter of 2020, we disposed of one consolidated retail property.

The following acquisitions, dispositions, and openings of noncontrolling interests in joint venture entities affected our income from unconsolidated entities in the comparative periods:

●	During the fourth quarter of 2022, we disposed of one retail property.

●	During the fourth quarter of 2022, we sold to ABG all of our interests in the licensing venture of Eddie Bauer for additional interests in ABG. Our noncontrolling interest in ABG is approximately 12.3% after this transaction.

●	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.

●	On November 3, 2022, we opened Fukaya-Hanazono Premium Outlets, a 296,300 square foot center in Fukaya City, Japan. We own a 40% interest in this center.

●	During the third quarter of 2022, we disposed of one retail property.

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●	During the fourth quarter of 2021, we disposed of our noncontrolling interest in one retail property.

●	On December 20, 2021, we sold a portion of our interest in ABG for cash consideration of $65.5 million and purchased additional interests in ABG for cash consideration of $100.0 million.

●	On October 15, 2021, we opened Jeju Premium Outlets, a 92,000 square foot center in Jeju Province, South Korea. We own a 50% interest in this center.

●	On July 1, 2021, we sold to ABG all of our interests in the licensing ventures of Forever 21 and Brooks Brothers for additional interests in ABG.

●	On June 1, 2021, we and our partner, ABG, acquired the licensing rights of Eddie Bauer. Our noncontrolling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million.

●	On April 12, 2021, we opened West Midlands Designer Outlet, a 197,000 square foot center in Cannock, United Kingdom. We own a 23.2% interest in this center.

●	In the first quarter of 2021, we and our partner, ABG, both acquired additional 12.5% interests in the licensing and operations of Forever 21 for $56.3 million bringing our interest to 50%. Subsequently the Forever 21 operations were merged into SPARC Group.

●	On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG.

●	On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our interest in the venture is 41.67%.

●	On June 23, 2020, we opened Siam Premium Outlets, a 264,000 square foot center in Bangkok, Thailand. We own a 50% interest in this center.

●	On February 19, 2020 we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our interest in each of the retail operations venture and in the licensing venture is 37.5%.

●	On February 13, 2020 through our European investee, we opened Malaga Designer Outlet, a 191,000 square foot center in Malaga, Spain. We own a 46% interest in this center.

●	In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group, and ABG, respectively.

For the purposes of the following comparisons between the years ended December 31, 2022 and 2021 and the years ended December 31, 2021 and 2020, 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.

Year Ended December 31, 2022 vs. Year Ended December 31, 2021

Lease income increased $168.5 million, of which the property transactions accounted for a $23.2 million decrease. Comparable lease income increased $191.7 million, or 4.1%. Total lease income increased primarily due to an increase in fixed lease income of $156.6 million primarily due to an increase in fixed minimum lease consideration, higher occupancy, and an increase in variable lease income of $11.9 million primarily related to higher consideration based on tenant sales.

Total other income decreased $4.2 million, primarily due to a decrease in lease settlement income of $38.8 million, a $14.9 million gain from the sale of our interest in a multi-family residential property in 2021, and a $6.8 million non-cash dilution gain on a non-retail investment in 2021, partially offset by an $20.8 million increase in fee and other income, a $17.9 million increase related to Simon Brand Ventures and gift card revenues, a $9.8 million increase related to land sale activity and a $7.8 million increase in interest income.

Property operating expenses increased $48.4 million primarily due to the return to a more normalized operating environment following the peak of the COVID pandemic.

Other expense increased $11.7 million primarily due to an increase in legal fees and foreign currency revaluations.

Interest expense decreased $34.5 million primarily related to the early extinguishment of nine secured loans, the disposition of three retail properties, and the refinancing of two retail properties at lower interest rates in 2021, partially

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offset by the issuances of Euro and USD bonds and interest increases due to variable rates in 2022.

During 2021, we recorded a loss on extinguishment of debt of $51.8 million as a result of the early redemption of unsecured notes and the payoff of mortgages at nine properties.

During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments. During 2021, we recorded a non-cash gain of $159.8 million as a result of the sale to ABG of all of our interests in the licensing ventures of Forever 21 and Brooks Brothers for additional interests in ABG and a gain on the sale of a portion of our interest in ABG of $18.8 million, as discussed further in Note 6.

Income and other tax expense decreased $73.7 million due to the impact in 2021 on deferred tax expense as a result of the ABG transaction noted above, which had a non-cash tax impact of $55.9 million, offset by the impact in 2022 on deferred tax expense of the 2022 ABG transaction noted above, which had a non-cash tax impact of $39.7 million, and lower tax expense in 2022 on our share of operating results from our other platform investments.

Income from unconsolidated entities decreased $134.9 million primarily due to unfavorable results of operations year over year from our other platform investments of $216.1 million, as well as the reversal in 2021 of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by favorable year over year results of operations across the properties and TRG in 2022.

During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property. During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets.

Simon’s net income attributable to noncontrolling interests decreased $6.2 million due to a decrease in the net income of the Operating Partnership.

Year Ended December 31, 2021 vs. Year Ended December 31, 2020

Lease income increased $434.4 million, of which the property transactions accounted for a $17.6 million decrease. Comparable lease income increased $452.0 million, or 10.6%. Total lease income increased primarily due to an increase in variable lease income of $603.8 million primarily related to higher consideration based on tenant sales and lower negative variable lease income due to abatements granted in 2020 as a result of the COVID-19 pandemic, partially offset by decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $169.4 million.

Total other income increased $65.3 million, primarily due to an increase in lease settlement income of $39.8 million, a $14.9 million gain on the sale of our interest in a multi-family residential property, an $11.5 million increase related to Simon Brand Ventures and gift card revenues, a $6.8 million increase from the non-cash dilution gain on a non-retail investment, and a $3.3 million net increase in dividend, interest and other income, partially offset by a $7.8 million decrease related to higher land and outparcel sale activity in 2020, and a $3.2 million decrease related to business interruption proceeds received in 2020.

Property operating expenses increased $66.6 million primarily due to the reopening of properties that had been closed during 2020 as a result of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Repairs and maintenance expenses increased $15.5 million primarily due to the reopening of properties that had been closed during 2020 as a result of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Advertising and promotion expenses increased $15.7 million primarily due to the reopening of properties that had been closed during 2020 as a result of the COVID-19 pandemic and the effect of the restrictions intended to prevent its spread and cost reduction efforts.

General and administrative expense increased $7.8 million primarily due to an increase in compensation.

Other expense increased $2.8 million primarily due to an increase in the write-off of development projects we are no longer intending to pursue, partially offset by a decrease related to legal fees.

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During 2021, we recorded a loss on extinguishment of debt of $51.8 million as a result of the early redemption of unsecured notes and the payoff of mortgages at nine properties.

During 2021, we recorded gains on sale or exchange of equity interests of $178.7 million as a result of the contribution to ABG of all of our interests in the licensing ventures of Forever 21 and Brooks Brothers in exchange for additional interests in ABG and the sale of a portion of our interest in ABG, as discussed further in Note 6.

Income and other tax (expense) benefit increased $161.8 million due to increased deferred tax expense as a result of the ABG transactions noted above which had a non-cash tax impact of $55.9 million and $92.1 million related to strong operating performance of our other platform investments as well as earnings from our acquisition of an interest in certain retailers throughout 2020.

Income from unconsolidated entities increased $563.0 million primarily due to favorable results of operations from our other platform investments, including earnings from our acquisition of an interest in J.C. Penney in the later part of 2020, and international investments which included the reversal of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by amortization of our excess investment in TRG.

During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets. During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce an investment to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments.

Simon’s net income attributable to noncontrolling interests increased $154.3 million due to an increase in the net income of the Operating Partnership.

Liquidity and Capital Resources

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised 9.0% of our total consolidated debt at December 31, 2022. 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 $4.2 billion in the aggregate during 2022. 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.

Our balance of cash and cash equivalents increased $87.7 million during 2022 to $621.6 million as of December 31, 2022 as further discussed below.

On December 31, 2022, we had an aggregate available borrowing capacity of approximately $6.6 billion under the Facilities, net of outstanding borrowings of $927.8 million and letters of credit of $10.0 million. For the year ended December 31, 2022, the maximum aggregate outstanding balance under the Credit Facilities was $1.2 billion and the weighted average outstanding balance was $260.7 million. The weighted average interest rate was 2.15% for the year ended December 31, 2022.

Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.

Our business model and Simon’s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. Simon may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2023.

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Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $4.2 billion during 2022. In addition, we had net repayments of debt from our debt financing and repayment activities of $0.3 billion in 2022. These activities are further discussed below under “Financing and Debt.” During 2022, we also:

●	funded the acquisition of a noncontrolling interest in Jamestown for cash consideration of $173.4 million,

●	paid stockholder dividends and unitholder distributions totaling approximately $2.6 billion and preferred unit distributions totaling $5.3 million,

●	funded consolidated capital expenditures of $650.0 million (including development and other costs of $108.2 million, redevelopment and expansion costs of $282.5 million, and tenant costs and other operational capital expenditures of $259.3 million),

●	funded investments in unconsolidated entities of $235.8 million, and

●	funded the repurchase of $180.4 million of Simon’s common stock.

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to stockholders and/or distributions to partners necessary to maintain Simon’s REIT qualification on a long-term basis. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital:

●	excess cash generated from operating performance and working capital reserves,

●	borrowings on the Credit Facilities and Commercial Paper program,

●	additional secured or unsecured debt financing, or

●	additional equity raised in the public or private markets.

We expect to generate positive cash flow from operations in 2023, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations, could cause us to increase our reliance on available funds from the Credit Facilities and Commercial Paper program, further curtail planned capital expenditures, or seek other additional sources of financing.

Financing and Debt

Unsecured Debt

At December 31, 2022, our unsecured debt consisted of $18.6 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Credit Facility, and $802.8 million (U.S. dollar equivalent) of Euro-denominated borrowings outstanding under the Supplemental Facility.

The Credit Facility also included an additional single, delayed-draw $2.0 billion term loan facility, or Term Facility, or together with the Credit Facility and the Supplemental Facility, the Credit Facilities, which the Operating Partnership drew on December 15, 2020, and repaid in 2021.

The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $5.0 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 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for two additional six-month periods to June 30, 2025, at our sole option, subject to satisfying certain customary conditions precedent.

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

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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.

The Supplemental Facility’s borrowing capacity of $3.5 billion 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 is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Supplemental 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 Supplemental 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 Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

On December 31, 2022 we had an aggregate available borrowing capacity of $6.6 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2022 was $1.2 billion and the weighted average outstanding balance was $260.7 million. Letters of credit of $10.0 million were outstanding under the Facilities as of December 31, 2022.

The Operating Partnership also has available a 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 will be 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 December 31, 2022, we had no outstanding balance under the Commercial Paper program. Borrowings under the Commercial Paper program reduce amounts otherwise available under the Credit Facilities.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.750%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of February 2028 and 2031, respectively.

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.

On March 19, 2021, the Operating Partnership completed the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033, the proceeds of which were used on March 23, 2021 to repay the remaining $1.25 billion under the Term Facility reducing it to zero.

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On August 18, 2021, the Operating Partnership completed the issuance of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375%, and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 15, 2027, and 2032, respectively.

In the third quarter of 2021, the Operating Partnership completed the optional redemption of all of its outstanding $550 million 2.350% notes due on January 30, 2022, $600 million 2.625% notes due on June 15, 2022, and $500 million 2.750% notes due on February 1, 2023. We recorded a $28.6 million loss on extinguishment of debt as a result on the optional redemptions.

On December 14, 2021, the Operating Partnership drew $1.05 billion under the Supplemental Facility, the proceeds of which funded the early extinguishment of 9 mortgages with a principal balance of $1.16 billion. We recorded a $20.3 million loss on extinguishment of debt as a result of this transaction.

On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022.

On November 16, 2022, the Operating Partnership drew €750.0 million ($779.0 million U.S. dollar equivalent) under the Supplemental Facility and used the proceeds on November 17, 2022 to repay €750.0 million ($777.1 million U.S. dollar equivalent) of senior unsecured notes at maturity.

Subsequent to December 31, 2022, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. This interest rate swap matures on January 17, 2024.

Mortgage Debt

Total mortgage indebtedness was $5.5 billion and $5.4 billion at December 31, 2022 and 2021, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2022, we were in compliance with all covenants of our unsecured debt.

At December 31, 2022, our consolidated subsidiaries were the borrowers under 38 non-recourse mortgage notes secured by mortgages on 41 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2022, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

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Summary of Financing

Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2022 and 2021, consisted of the following (dollars in thousands):

						Effective					Effective	
				Adjusted Balance		Weighted			Adjusted		Weighted	
				as of		Average			Balance as of		Average	
Debt Subject to		December 31, 2022		Interest Rate(1)		December 31, 2021		Interest Rate(1)	
Fixed Rate		$	22,673,703		3.15%		$	23,364,566		2.99%		
Variable Rate			2,286,583	3.93%			1,956,456	1.22%		
			$	24,960,286	3.22%		$	25,321,022	2.86%		

(1)	Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.

Contractual Obligations and Off-balance Sheet Arrangements

In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of December 31, 2022, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:

		2023		2024-2025		2026-2027		After 2027		Total		
Long Term Debt (1)	$ 1,342,656		$ 5,988,390	$ 7,202,582		$  10,501,408		$  25,035,036		
Interest Payments (2)	803,119		1,343,300	870,646		3,527,289		6,544,353		
Consolidated Capital Expenditure												
Commitments (3)	192,707		—		—	—	192,707		
Lease Commitments (4)	33,163		61,443	61,510		828,521		984,637		

(1)	Represents principal maturities only and, therefore, excludes net discounts and debt issuance costs.

(2)	Variable rate interest payments are estimated based on the LIBOR or other applicable rate at December 31, 2022.

(3)	Represents contractual commitments for capital projects and services at December 31, 2022. Our share of estimated 2023 development, redevelopment and expansion activity is further discussed below under “Development Activity”.

(4)	Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise.

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 notes to the consolidated financial statements. Our joint ventures typically fund their cash needs through secured non-recourse 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. As of December 31, 2022, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $128.0 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 required contractually or otherwise.

Hurricane Impacts

As discussed further in Note 10 of the notes to the consolidated financial statements, during the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.

Since the date of the loss, we have received $84.0 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $48.3 million was used for property restoration and remediation and to reduce the insurance recovery receivable. During the years ended December 31, 2021 and 2020, we recorded $2.1 million

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and $5.2 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.

During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna. We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.0 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we recorded a $3.5 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

During the third quarter of 2020, one of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura. We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $27.5 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we recorded a $17.5 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

Acquisitions and Dispositions

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions. On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture partner for $14.0 million in cash consideration, including a pro-rata share of working capital, resulting in the consolidation of this property. The property is subject to an $85.7 million 3.29% variable rate mortgage loan. We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.

The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc. On February 18, 2021 the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, generating gross proceeds of $345.0 million. The SPAC was a consolidated VIE which was formed for the purpose of effecting a business combination and was targeting innovative businesses that operate within Simon’s “Live, Work, Play, Stay, Shop” ecosystem.

In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. At September 30, 2020, our noncontrolling equity method interests in the operations venture of SPARC Group and in ABG were 50.0% and 6.8%, respectively.

Dispositions. We may continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.

In December 2022, the SPAC was liquidated and dissolved. In connection with this event, we recorded a loss of $10.2 million, representing our sponsor investment in the SPAC.

During 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million. We also recorded a non-cash gain of $19.9 million related to the disposition of one unconsolidated retail property in satisfaction of its $99.6 million non-recourse mortgage loan. These are included in a gain on acquisitions of controlling interest, sale or disposal of, or recovery on, assets and interest in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.

During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of three consolidated retail properties in satisfaction of their respective $180.0 million, $120.9 million and $100.0

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million non-recourse mortgage loans. We also disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million.

Joint Venture Formation Activity and Other Investment Activity

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.

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 December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million. In connection with this transaction, we recorded tax expense of $8.0 million which is included in income and other tax (expense) benefit in the consolidated statements of operations and comprehensive income. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million. At December 31, 2022, our interest in ABG was approximately 12.3%.

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.

On June 1, 2021, we and our partner, ABG, acquired the intellectual property of Eddie Bauer. Our noncontrolling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million.

In the first quarter of 2021, we and our partner, ABG, each acquired additional 12.5% interests in the licensing and operations of Forever 21, our share of which was $56.3 million, bringing our interest to 50%. Subsequently the Forever 21 operations were merged into SPARC Group.

On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG, which has an ownership interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc. common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion. Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our noncontrolling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5%. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income.

During 2020, we disposed of our interest in one consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gain is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.

Development Activity

We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants are underway at several properties in North America, Europe, and Asia.

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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 $980 million. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $239 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 7-10% for all of our new development, expansion and redevelopment projects.

Summary of Capital Expenditures. The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions):

			2022			2021			2020		
New Developments	$	108		$	96	$	27		
Redevelopments and Expansions			283			300			399		
											
Tenant Allowances			207			127			53		
Operational Capital Expenditures			52			5			5		
Total		$	650		$	528		$	484		

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 2023 or 2024 is $199 million, primarily funded through reinvested joint venture cash flow and construction loans.

The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 2022 (in millions):

					Gross	Our	Our Share of			Our Share of	Projected/Actual	
					Leasable	Ownership	Projected Net Cost		Projected Net Cost	Opening	
Property		Location	Area (sqft)	Percentage	(in Local Currency)			(in USD) (1)	Date	
New Development Projects:																
Fukaya-Hanazono Premium	Fukaya City, Japan	296,300		40%		JPY	6,153	$	46.9		Opened Oct. - 2022	
Outlets															
Paris-Giverny Designer Outlet	Vernon (Normandy),	228,000		74%		EUR	128.9	$	137.9		Apr. - 2023	
		France												
Expansion:															
Busan Premium Outlet Phase 2	Busan, South Korea	194,000		50%		KRW	72,933	$	57.8		Oct. - 2024	

(1)	USD equivalent based upon December 31, 2022 foreign currency exchange rates.

Dividends, Distributions and Stock Repurchase Program

Simon paid a common stock dividend of $1.80 per share in the fourth quarter of 2022 and $6.90 per share for the year ended December 31, 2022. The Operating Partnership paid distributions per unit for the same amounts. In 2021, Simon paid dividends of $1.65 and $7.15 per share for the three and twelve month periods ended December 31, 2021, respectively. The Operating Partnership paid distributions per unit for the same amounts. On February 6, 2023, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2023 of $1.80 per share, payable on March 31, 2023 to shareholders of record on March 10, 2023. 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.

On May 9, 2022, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on May 16, 2022 and ending

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on May 16, 2024 in the open market or in privately negotiated transactions as market conditions warrant. During the year ended December 31, 2022, Simon purchased 1,830,022 shares at an average price of $98.57 per share. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.

On February 11, 2019, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon was authorized to repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021 in the open market or in privately negotiated transactions as market conditions warranted. During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share. As Simon repurchased shares under this program, the Operating Partnership repurchased an equal number of units from Simon.

Forward-Looking Statements

Certain statements made in this press release 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, such as in Ukraine, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; 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; the increased focus on ESG metrics and reporting; 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 joint venture indebtedness; and general risks related to real estate investments, including the illiquidity of real estate investments. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of the Annual Report on Form 10-K. The Company may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, comparable FFO, diluted FFO per share, NOI, and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement. Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate. Gains and losses of assets incidental to our main business are included in FFO. We determine FFO to be our share of consolidated net income computed in accordance with GAAP:

●	excluding real estate related depreciation and amortization,

●	excluding gains and losses from extraordinary items,

●	excluding gains and losses from the sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties,

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●	plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and

●	all determined on a consistent basis in accordance with GAAP.

You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

●	do not represent cash flow from operations as defined by GAAP,

●	should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and

●	are not an alternative to cash flows as a measure of liquidity.

The following schedule reconciles total FFO and comparable FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share.

				2022				2021				2020			
						(in thousands)							
Consolidated Net Income	$	2,452,385		$	2,568,707		$	1,277,324			
Adjustments to Arrive at FFO:														
Depreciation and amortization from consolidated properties			1,214,441				1,254,039				1,308,419			
Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG			845,784				887,390				536,133			
and other corporate investments (A)														
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and			(5,647)			(206,855)			114,960			
interests in unconsolidated entities and impairment, net												
Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (B)			—			3,177				19,632			
Net (income) loss attributable to noncontrolling interest holders in properties			(2,738)			6,053				4,378			
Noncontrolling interests portion of depreciation and amortization, gain on consolidation of			(18,234)			(20,295)			(18,631)		
properties, and gain on disposal of properties											
Preferred distributions and dividends			(5,252)				(5,252)				(5,252)		
															
FFO of the Operating Partnership		$	4,480,739			$	4,486,964		$	3,236,963			
Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO (B)			61,204				4,918		$	—		
Non-cash gain related to the reversal of a deferred tax liability within an international investment			—			(118,428)			—		
Gain on disposal, exchange, or revaluation of equity interests, net (after tax)			(88,314)			(122,763)			—		
Debt related charges			—				51,841				—			
Comparable FFO of the Operating Partnership	$	4,453,629		$	4,302,532		$	3,236,963			
FFO allocable to limited partners														
			564,946				564,407				424,063			
Dilutive FFO allocable to common stockholders	$	3,915,793		$	3,922,557		$	2,812,900			
Diluted net income per share to diluted FFO per share reconciliation:														
														
Diluted net income per share	$	6.52		$	6.84		$	3.59			
Depreciation and amortization from consolidated properties and our share of depreciation and														
amortization from unconsolidated entities, including Klépierre, TRG and other corporate														
investments, net of noncontrolling interests portion of depreciation and amortization (A)			5.44				5.64				5.14			
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and			(0.01)			(0.55)			0.32			
interests in unconsolidated entities and impairment, net												
Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (B)			—			0.01				0.06			
Diluted FFO per share		$	11.95			$	11.94			$	9.11			
Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO (B)												
			0.16				0.01			$	—			
Non-cash gain related to the reversal of a deferred tax liability within an international investment			—			(0.32)			—		
Gain on disposal, exchange, or revaluation of equity interests, net (after tax)			(0.24)			(0.33)			—		
Debt related charges			—			0.14				—		
Comparable FFO per share		$	11.87			$	11.44			$	9.11			
Basic and Diluted weighted average shares outstanding			327,817				328,587				308,738			
Weighted average limited partnership units outstanding			47,295				47,280				46,544			
Basic and Diluted weighted average shares and units outstanding			375,112				375,867				355,282			

(A)	The twelve months ended December 31, 2022 and 2021 include amortization of our excess investment in TRG of $195.3 million and $201.7 million, respectively. The three months ended December 31, 2021 includes $56.6 million of additional amortization expense related to the nine months ended September 30, 2021 as a result of the finalization of purchase accounting.

(B)	Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO relate to mark-to-market adjustments of retail real estate. Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO relate to mark-to-market adjustments of non-retail real estate.

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The following schedule reconciles consolidated net income to our beneficial share of NOI.

			For the Year		
			Ended December 31,		
			2022				2021		
			(in thousands)		
Reconciliation of NOI of consolidated entities:								
Consolidated Net Income	$	2,452,385		$	2,568,707		
Income and other tax expense		83,512				157,199		
Gain on disposal, exchange, or revaluation of equity interests, net		(121,177)			(178,672)		
Interest expense		761,253				795,712		
Income from unconsolidated entities		(647,977)			(782,837)		
Loss on extinguishment of debt		--				51,841		
Unrealized losses in fair value of publicly traded equity instruments, net		61,204				8,095		
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and		(5,647)			(206,855)		
interests in unconsolidated entities and impairment, net							
Operating Income Before Other Items		2,583,553				2,413,190		
Depreciation and amortization		1,227,371				1,262,715		
Home and regional office costs		184,592				184,660		
General and administrative		34,971				30,339		
Other expenses (1)		13,413				19,811		
NOI of consolidated entities	$	4,043,900			$	3,910,715		
									
Less: Noncontrolling interest partners share of NOI		(27,685)				(20,720)		
Beneficial NOI of consolidated entities	$	4,016,215		$	3,889,995		
Reconciliation of NOI of unconsolidated entities:								
								
Net Income	$	807,435		$	668,061		
Interest expense		599,245				605,591		
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net		(50,336)			(34,814)		
Operating Income Before Other Items		1,356,344				1,238,838		
Depreciation and amortization		666,762				686,790		
Other expenses (1)		1,309				26,013		
NOI of unconsolidated entities	$	2,024,415			$	1,951,641		
									
Less: Joint Venture partners share of NOI		(1,059,095)				(1,021,839)		
Beneficial NOI of unconsolidated entities	$	965,320		$	929,802		
									
Add: Beneficial interest of NOI from TRG		474,214				430,965		
Add: Beneficial interest of NOI from Other Platform Investments and Investments		604,750				743,213		
Beneficial interest of Combined NOI	$	6,060,499		$	5,993,975		
Less: Beneficial interest of Corporate and Other NOI Sources (2)		138,315				230,046		
Less: Beneficial interest of NOI from Other Platform Investments (3)		355,019				533,299		
Less: Beneficial interest of NOI from Investments (4)		230,984				182,422		
Beneficial interest of Portfolio NOI	$	5,336,181			$	5,048,208		
Beneficial interest of Portfolio NOI Change		5.7 %					

(1)	Represents the write-off of pre-development costs, our beneficial interest of which was $11.4 million and $18.3 million with respect to consolidated entities and $0.4 million and $13.0 million with respect to our share of unconsolidated entities, for the year ended December 31, 2022 and 2021, respectively.

(2)	Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), Simon management company revenues, foreign exchange impact, and other assets.

(3)	Other Platform Investments include J.C. Penney, SPARC, ABG, and RGG.

(4)	Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.

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Item 7A. Qualitative and Quantitative Disclosures About Market Risk

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We may enter into treasury lock agreements as part of anticipated issuances of senior notes. Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily SOFR and LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2022, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $11.5 million, and would decrease the fair value of debt by approximately $721.7 million.

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Simon Property Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 23, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana

February 23, 2023

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Simon Property Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 23, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Investment Properties for Impairment

Description of the	At December 31, 2022, the Company’s consolidated net investment properties totaled $21.8 billion.

Matter	As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information.

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	Auditing management’s evaluation of investment properties for impairment was complex due to the	
	estimation uncertainty in determining the undiscounted cash flows of an investment property. In	
	particular,  the  impairment  evaluation  for  investment  properties  was  sensitive  to  significant	
	assumptions such as forecasted cash flows and operating income before depreciation and	
	amortization, and capitalization rates, all of which can be affected by expectations about future	
	market or economic conditions, demand, and competition.	
How We Addressed	We obtained an understanding, evaluated the design, and tested the operating effectiveness of	
the Matter in Our	controls over the Company’s process for evaluating investment properties for impairment, including	
Audit	controls over management’s review of the significant assumptions described above.	
	To test the Company’s evaluation of investment properties for impairment, we performed audit	
	procedures that included, among others, assessing the methodologies applied, evaluating the	
	significant assumptions discussed above and testing the completeness and accuracy of the	
	underlying data used by management in its analysis. We compared the significant assumptions	
	used by management to current industry and economic trends, relevant market information, and	
	other applicable sources. We also involved a valuation specialist to assist in evaluating certain	
	assumptions. In addition, we compared the forecasted cash flows and operating income before	
	depreciation and amortization to historical actual results and evaluated significant variances,	
	including consideration of the current economic environment. As part of our evaluation, we	
	assessed the historical accuracy of management’s estimates and performed sensitivity analyses of	
	significant assumptions to evaluate the changes in the undiscounted cash flows of the related	
	investment property that would result from changes in the assumptions.	
	Evaluation of Investments in Unconsolidated Entities for Impairment	
Description of the	At December 31, 2022, the carrying value of the Company’s investments in unconsolidated entities	
Matter	and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the	
	consolidated financial statements, the Company reviews investments in unconsolidated entities for	
	impairment if events or changes in circumstances indicate that the carrying value of an investment	
	in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-	
	than-temporary decline in the fair value of an investment below its carrying value has occurred, the	
	Company assesses economic and operating conditions that may affect the fair value of the	
	investment. The evaluation of operating conditions may include developing estimates of forecasted	
	cash flows or operating income before depreciation and amortization to support the recoverability	
	of the carrying amount of the investment. When required, the Company estimates the fair value of	
	an investment and assesses whether any impairment is other than temporary using observable	
	and unobservable inputs such as historical and forecasted cash flows or operating income before	
	depreciation and amortization, estimated capitalization and discount rates, or relevant market	
	multiples, leasing prospects and local market information.	
	Auditing management’s evaluation of investments in unconsolidated entities for impairment was	
	complex due to the estimation uncertainty in determining the forecasted cash flows, operating	
	income before depreciation and amortization, estimated fair value of the investment and whether	
	any decline in fair value below the related investment’s carrying amount is other-than-temporary. In	
	particular, the impairment evaluation for these investments was sensitive to significant assumptions	
	such as forecasted cash flows, operating income before depreciation and amortization, relevant	
	market multiples, and capitalization and discount rates, all of which can be affected by expectations	
	about future market or economic conditions, demand, and competition.	
How We Addressed	We obtained an understanding, evaluated the design, and tested the operating effectiveness of	
the Matter in Our	controls over the Company’s process for evaluating investments in unconsolidated entities for	
Audit	impairment, including controls over management’s review of the significant assumptions described	
	above.	
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To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Indianapolis, Indiana

February 23, 2023

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Report of Independent Registered Public Accounting Firm

To the Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 23, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Indianapolis, Indiana

February 23, 2023

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Report of Independent Registered Public Accounting Firm

To the Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 23, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of Investment Properties for Impairment

Description of the	At December 31, 2022, the Partnership’s consolidated net investment properties totaled $21.8 billion.

Matter	As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information.

Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows and operating income before depreciation and

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amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

How We Addressed	We obtained an understanding, evaluated the design, and tested the operating effectiveness of

the Matter in Our	controls over the Partnership’s process for evaluating investment properties for impairment, including

Audit	controls over management’s review of the significant assumptions described above.

To test the Partnership’s evaluation of investment properties for impairment, we performed audit

procedures that included, among others, assessing the methodologies applied, evaluating the

significant assumptions discussed above and testing the completeness and accuracy of the

underlying data used by management in its analysis. We compared the significant assumptions used

by management to current industry and economic trends, relevant market information, and other

applicable  sources.  We  also  involved  a  valuation  specialist  to  assist  in  evaluating  certain

assumptions. In addition, we compared the forecasted cash flows and operating income before

depreciation  and  amortization  to  historical  actual  results  and  evaluated  significant  variances,

including consideration of the current economic environment. As part of our evaluation, we assessed

the historical accuracy of management’s estimates and performed sensitivity analyses of significant

assumptions to evaluate the changes in the undiscounted cash flows of the related investment

property that would result from changes in the assumptions.

Evaluation of Investments in Unconsolidated Entities for Impairment

Description of the	At December 31, 2022, the carrying value of the Partnership’s investments in unconsolidated entities

Matter	and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the

consolidated financial statements, the Partnership reviews investments in unconsolidated entities for

impairment if events or changes in circumstances indicate that the carrying value of an investment in

an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-

temporary decline in the fair value of an investment below its carrying value has occurred, the

Partnership assesses economic and operating conditions that may affect the fair value of the

investment. The evaluation of operating conditions may include developing estimates of forecasted

cash flows or operating income before depreciation and amortization to support the recoverability of

the carrying amount of the investment. When required, the Partnership estimates the fair value of an

investment and assesses whether any impairment is other than temporary using observable and

unobservable inputs such as historical and forecasted cash flows or operating income before

depreciation and amortization, estimated capitalization and discount rates, or relevant market

multiples, leasing prospects and local market information.

Auditing management’s evaluation of investments in unconsolidated entities for impairment was

complex due to the estimation uncertainty in determining the forecasted cash flows, operating income

before depreciation and amortization, estimated fair value of the investment and whether any decline

in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the

impairment evaluation for these investments was sensitive to significant assumptions such as

forecasted cash flows, operating income before depreciation and amortization, relevant market

multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

How We Addressed	We obtained an understanding, evaluated the design, and tested the operating effectiveness of

the Matter in Our	controls over the Partnership’s process for evaluating investments in unconsolidated entities for

Audit	impairment, including controls over management’s review of the significant assumptions described

above.

To test the Partnership’s evaluation of investments in unconsolidated entities for impairment, we

performed audit procedures that included, among others, assessing the methodologies applied,

evaluating the significant assumptions discussed above and testing the completeness and accuracy

of data used by management in its analysis. We compared the significant assumptions used by

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management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

/s/ Ernst & Young LLP

We have served as the Partnership’s auditor since 2002.

Indianapolis, Indiana

February 23, 2023

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Simon Property Group, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

	December 31,	December 31,		
		2022			2021			
ASSETS:								
Investment properties, at cost	$	38,326,912		$	37,932,366			
Less - accumulated depreciation		16,563,749			15,621,127			
		21,763,163			22,311,239			
Cash and cash equivalents		621,628			533,936			
Tenant receivables and accrued revenue, net		823,540			919,654			
Investment in TRG, at equity		3,074,345			3,305,102			
Investment in Klépierre, at equity		1,561,112			1,661,943			
Investment in other unconsolidated entities, at equity		3,511,263			3,075,375			
Right-of-use assets, net		496,930			504,119			
Investments held in trust - special purpose acquisition company		-			345,000			
Deferred costs and other assets		1,159,293			1,121,011			
Total assets	$	33,011,274		$	33,777,379			
LIABILITIES:								
								
Mortgages and unsecured indebtedness	$	24,960,286		$	25,321,022			
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,491,583			1,433,216			
Cash distributions and losses in unconsolidated entities, at equity		1,699,828			1,573,105			
Dividend payable		1,997			1,468			
Lease liabilities		497,953			506,931			
Other liabilities		535,736			540,912			
Total liabilities		29,187,383			29,376,654			
Commitments and contingencies								
Limited partners’ preferred interest in the Operating Partnership and noncontrolling								
redeemable interests		212,239			547,740			
EQUITY:								
Stockholders’ Equity								
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares								
of excess common stock, 100,000,000 authorized shares of preferred stock):								
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized,		41,435			41,763			
796,948 issued and outstanding with a liquidation value of $39,847								
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,905,419 and								
342,907,608 issued and outstanding, respectively		34			34			
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and								
outstanding		—		—		
Capital in excess of par value		11,232,881			11,212,990			
Accumulated deficit		(5,926,974)		(5,823,708)		
Accumulated other comprehensive loss		(164,873)		(185,186)		
Common stock held in treasury, at cost, 15,959,628 and 14,295,983 shares, respectively		(2,043,979)		(1,884,441)		
Total stockholders’ equity		3,138,524			3,361,452			
Noncontrolling interests		473,128			491,533			
Total equity		3,611,652			3,852,985			
Total liabilities and equity	$	33,011,274		$	33,777,379			

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

					For the Year					
			Ended December 31,				
			2022			2021			2020			
REVENUE:												
Lease income	$	4,905,175		$	4,736,719		$	4,302,367			
Management fees and other revenues			116,904			106,483			96,882			
Other income			269,368			273,587			208,254			
Total revenue			5,291,447			5,116,789			4,607,503			
EXPENSES:												
Property operating			464,135			415,720			349,154			
Depreciation and amortization			1,227,371			1,262,715			1,318,008			
Real estate taxes			443,224			458,953			457,142			
Repairs and maintenance			93,595			96,391			80,858			
Advertising and promotion			107,793			114,303			98,613			
Home and regional office costs			184,592			184,660			171,668			
General and administrative			34,971			30,339			22,572			
Other			152,213			140,518			137,679			
Total operating expenses			2,707,894			2,703,599			2,635,694			
OPERATING INCOME BEFORE OTHER ITEMS			2,583,553			2,413,190			1,971,809			
Interest expense			(761,253)		(795,712)		(784,400)		
Loss on extinguishment of debt			-			(51,841)		—		
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)			121,177			178,672			—		
Income and other tax (expense) benefit			(83,512)		(157,199)		4,637			
Income from unconsolidated entities			647,977			782,837			219,870			
Unrealized losses in fair value of publicly traded equity instruments, net			(61,204)		(8,095)		(19,632)		
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on,												
assets and interests in unconsolidated entities and impairment, net			5,647			206,855			(114,960)		
CONSOLIDATED NET INCOME			2,452,385			2,568,707			1,277,324			
Net income attributable to noncontrolling interests			312,850			319,076			164,760			
Preferred dividends			3,337			3,337			3,337			
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	2,136,198		$	2,246,294		$	1,109,227			
BASIC AND DILUTED EARNINGS PER COMMON SHARE:												
												
Net income attributable to common stockholders	$	6.52		$	6.84		$	3.59			

Consolidated Net Income	$	2,452,385		$	2,568,707		$	1,277,324			
Unrealized gain (loss) on derivative hedge agreements			54,808			51,114			(106,548)		
Net gain reclassified from accumulated other comprehensive loss into earnings			(1,595)		(7,285)		(106)		
Currency translation adjustments			(28,119)		(38,772)		27,288			
Changes in available-for-sale securities and other			(2,009)		(1,014)		180			
Comprehensive income			2,475,470			2,572,750			1,198,138			
Comprehensive income attributable to noncontrolling interests			315,622			319,629			155,646			
Comprehensive income attributable to common stockholders	$	2,159,848		$	2,253,121		$	1,042,492			

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)

							For the Year			
			Ended December 31,		
			2022				2021			2020	
CASH FLOWS FROM OPERATING ACTIVITIES:											
Consolidated Net Income	$	2,452,385		$	2,568,707		$	1,277,324	
Adjustments to reconcile consolidated net income to net cash provided by											
operating activities											
Depreciation and amortization			1,292,113				1,325,895			1,354,991	
Loss on debt extinguishment			—			51,841			—	
(Gain) loss on acquisition of controlling interests, sale or disposal of, or											
recovery on, assets and interests in unconsolidated entities and											
impairment, net			(5,647)			(206,855)		114,960	
Gain on disposal, exchange, or revaluation of equity interests, net			(121,177)			(178,672)		—	
Unrealized losses in fair value of publicly traded equity instruments, net			61,204				8,095			19,632	
Straight-line lease loss			25,234				22,619			19,950	
Equity in income of unconsolidated entities			(647,977)			(782,837)		(219,870)	
Distributions of income from unconsolidated entities			561,583				436,881			184,733	
Changes in assets and liabilities											
Tenant receivables and accrued revenue, net			63,350				265,352			(415,911)	
Deferred costs and other assets			(104,567)			(77,592)		(28,191)	
Accounts payable, accrued expenses, intangibles, deferred revenues											
and other			190,103				203,968			19,080	
Net cash provided by operating activities			3,766,604				3,637,402			2,326,698	
CASH FLOWS FROM INVESTING ACTIVITIES:											
Acquisitions			(203,364)			(257,080)		(3,606,694)	
Funding of loans to related parties			(132,857)			(15,848)		(8,236)	
Repayments of loans to related parties			82,371				14,027			—	
Capital expenditures, net			(650,024)			(527,935)		(484,119)	
Cash impact from the consolidation of properties			20,988				5,595			—	
Net proceeds from sale of assets			59,658				3,000			33,418	
Investments in unconsolidated entities			(235,792)			(56,901)		(191,368)	
Purchase of equity instruments			(66,140)			(33,605)		(32,955)	
Proceeds from sales of equity instruments			26,086				65,504			30,000	
Insurance proceeds for property restoration			—			7,200			31,198	
Distributions of capital from unconsolidated entities and other			472,510				243,279			250,358	
Net cash used in investing activities			(626,564)			(552,764)		(3,978,398)	
CASH FLOWS FROM FINANCING ACTIVITIES:											
Proceeds from sales of common stock and other, net of transaction											
costs			(328)			(328)		1,556,148	
Purchase of shares related to stock grant recipients' tax withholdings			(6,788)			(2,318)		(854)	
Redemption of limited partner units			(1,852)			(2,220)		(16,106)	
Purchase of treasury stock			(180,387)			—		(152,589)	
Proceeds from the special purpose acquisition company IPO, net of											
transaction costs			—			338,121			—	
Proceeds from (establishment of) trust account for special purpose											
acquisition company			345,000				(345,000)		—	
Liquidiation of special purpose acquisition company			(345,000)			—		—	
Distributions to noncontrolling interest holders in properties			(27,741)			(5,024)		(8,271)	
Contributions from noncontrolling interest holders in properties			29,681				20,902			220	
Preferred distributions of the Operating Partnership			(1,915)			(1,915)		(1,915)	
Distributions to stockholders and preferred dividends			(2,264,007)			(2,351,764)		(1,443,183)	
Distributions to limited partners			(326,550)			(337,021)		(219,095)	
Cash paid to extinguish debt			—			(50,156)		—	
Proceeds from issuance of debt, net of transaction costs			3,449,403				9,251,217			15,234,860	
Repayments of debt			(3,721,864)				(10,076,809)			(12,955,275)	
Net cash used in financing activities			(3,052,348)				(3,562,315)			1,993,940	
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			87,692				(477,677)		342,240	
CASH AND CASH EQUIVALENTS, beginning of period			533,936				1,011,613			669,373	
CASH AND CASH EQUIVALENTS, end of period	$	621,628		$	533,936		$	1,011,613	

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Equity

(Dollars in thousands)

								Accumulated Other																				
										Comprehensive			Capital in				Common Stock										
		Preferred	Common			Income	Excess of Par	Accumulated			Held in	Noncontrolling			Total		
			Stock			Stock			(Loss)			Value			Deficit			Treasury			Interests			Equity		
																															
Balance at December 31, 2019	$	42,420	$	32		$	(118,604)		$	9,756,073	$	(5,379,952)	$	(1,773,571)		$	384,852		$	2,911,250			
Exchange of limited partner units (293,204 common																															
																															
shares, Note 8)														2,028										(2,028)				—		
Issuance of limited partner units (955,705 units)																								79,601				79,601			
Public offering of common stock (22,137,500 common																															
shares)						2								1,556,477										—			1,556,479			
Series J preferred stock premium amortization			(329)																									(329)			
Stock incentive program (462,967 common shares, net)														(35,662)						35,662								—		
Redemption of limited partner units (116,658 units)														(15,163)										(943)				(16,106)			
Amortization of stock incentive														11,660														11,660			
Treasury stock purchase (1,245,654 shares)																				(152,590)								(152,590)			
Long-term incentive performance units																								2,331				2,331			
Issuance of unit equivalents and other (15,561 common																															
shares repurchased)														30			34,894			(853)				(3,582)				30,489			
Unrealized loss on hedging activities										(92,834)														(13,714)				(106,548)			
Currency translation adjustments										22,694														4,594				27,288			
Changes in available-for-sale securities and other										162														18				180			
Net gain reclassified from accumulated other																															
comprehensive loss into earnings										(93)														(13)				(106)			
Other comprehensive income										(70,071)														(9,115)				(79,186)			
Adjustment to limited partners' interest from change in																															
ownership in the Operating Partnership														(95,755)										95,755				—		
Distributions to common stockholders and limited																															
partners, excluding Operating Partnership preferred																															
interests																	(1,869,820)							(279,379)				(2,149,199)			
Distribution to other noncontrolling interest partners																								(3,507)				(3,507)			
Net income, excluding $1,915 attributable to preferred																															
interests in the Operating Partnership and a $6,044																															
loss attributable to noncontrolling redeemable																															
interests in properties																	1,112,564							168,889				1,281,453			
Balance at December 31, 2020		$	42,091		$	34			$	(188,675)			$	11,179,688		$	(6,102,314)		$	(1,891,352)			$	432,874			$	3,472,346			
Exchange of limited partner units (58,571 common																															
																															
shares, Note 8)														539										(539)				—		
Series J preferred stock premium amortization			(328)																									(328)			
Stock incentive program (80,012 common shares, net)														(9,229)						9,229								—		
Redemption of limited partner units (15,705 units)														(2,061)										(159)				(2,220)			
Amortization of stock incentive														19,673														19,673			
Long-term incentive performance units																								17,755				17,755			
Issuance of unit equivalents and other (20,374 common																															
shares repurchased)														5,760			(44,319)			(2,318)				18,494				(22,383)			
Unrealized gain on hedging activities										44,676														6,438				51,114			
Currency translation adjustments										(33,932)														(4,840)				(38,772)			
Changes in available-for-sale securities and other										(886)														(128)				(1,014)			
Net gain reclassified from accumulated other																															
comprehensive loss into earnings										(6,369)														(916)				(7,285)			
Other comprehensive income										3,489														554				4,043			
Adjustment to limited partners' interest from change in																															
ownership in the Operating Partnership														18,620										(18,620)				—		
Distributions to common stockholders and limited																															
partners, excluding Operating Partnership preferred																															
interests																	(1,926,706)							(276,698)				(2,203,404)			
Distribution to other noncontrolling interest partners																								(2,708)				(2,708)			
Net income, excluding $1,915 attributable to preferred																															
interests in the Operating Partnership and a $3,419																															
loss attributable to noncontrolling redeemable																															
interests in properties																	2,249,631							320,580				2,570,211			
Balance at December 31, 2021		$	41,763		$	34			$	(185,186)			$	11,212,990		$	(5,823,708)		$	(1,884,441)			$	491,533			$	3,852,985			

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								Accumulated Other																
										Comprehensive		Capital in			Common Stock									
			Preferred	Common			Income	Excess of Par	Accumulated		Held in	Noncontrolling		Total		
			Stock			Stock			(Loss)		Value		Deficit		Treasury			Interests		Equity		
																											
	Exchange of limited partner units (2,680 common																										
	shares, Note 8)											27								(27)			—		
	Series J preferred stock premium amortization	(328)																				(328)			
	Stock incentive program (208,063 common shares, net)											(27,637)			27,637							—		
	Redemption of limited partner units (14,740 units)											(1,708)								(144)		(1,852)			
	Amortization of stock incentive											23,670										23,670			
	Treasury stock purchase (1,830,022 shares)															(180,387)						(180,387)			
	Long-term incentive performance units																				14,845		14,845			
	Issuance of unit equivalents and other (46,555 common																										
shares repurchased)											(2,769)	21,206	(6,788)				10,600		22,249			
	Unrealized gain on hedging activities									47,888											6,920		54,808			
	Currency translation adjustments									(24,427)											(3,692)		(28,119)			
	Changes in available-for-sale securities and other									(1,755)											(254)		(2,009)			
	Net gain reclassified from accumulated other																										
	comprehensive loss into earnings									(1,393)											(202)		(1,595)			
	Other comprehensive income									20,313											2,772			23,085			
	Adjustment to limited partners' interest from change in																										
	ownership in the Operating Partnership											28,308								(28,308)			—		
	Distributions to common stockholders and limited																										
	partners, excluding Operating Partnership preferred																										
	interests													(2,264,007)						(326,550)		(2,590,557)			
	Distribution to other noncontrolling interest partners																				(1,362)		(1,362)			
	Net income, excluding $1,915 attributable to preferred																										
	interests in the Operating Partnership and $1,166																										
	attributable to noncontrolling redeemable interests in																										
	properties													2,139,535						309,769		2,449,304			
Balance at December 31, 2022		$  41,435		$	34			$	(164,873)			$ 11,232,881		$ (5,926,974)		$   (2,043,979)			$	473,128			$ 3,611,652			

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)

		December 31,	December 31,		
			2022			2021			
ASSETS:									
Investment properties, at cost	$	38,326,912		$	37,932,366			
Less — accumulated depreciation			16,563,749			15,621,127			
			21,763,163			22,311,239			
Cash and cash equivalents			621,628			533,936			
Tenant receivables and accrued revenue, net			823,540			919,654			
Investment in TRG, at equity			3,074,345			3,305,102			
Investment in Klépierre, at equity			1,561,112			1,661,943			
Investment in other unconsolidated entities, at equity			3,511,263			3,075,375			
Right-of-use assets, net			496,930			504,119			
Investments held in trust - special purpose acquisition company			—		345,000			
Deferred costs and other assets			1,159,293			1,121,011			
Total assets	$	33,011,274		$	33,777,379			
LIABILITIES:									
									
Mortgages and unsecured indebtedness	$	24,960,286		$	25,321,022			
Accounts payable, accrued expenses, intangibles, and deferred revenues			1,491,583			1,433,216			
Cash distributions and losses in unconsolidated entities, at equity			1,699,828			1,573,105			
Distribution payable			1,997			1,468			
Lease liabilities			497,953			506,931			
Other liabilities			535,736			540,912			
Total liabilities			29,187,383			29,376,654			
Commitments and contingencies									
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests			212,239			547,740			
EQUITY:									
Partners’ Equity									
Preferred units, 796,948 units outstanding. Liquidation value of $39,847			41,435			41,763			
General Partner, 326,953,791 and 328,619,625 units outstanding, respectively			3,097,089			3,319,689			
Limited Partners, 47,302,958 and 47,247,936 units outstanding, respectively			448,076			477,292			
Total partners’ equity			3,586,600			3,838,744			
Nonredeemable noncontrolling interests in properties, net			25,052			14,241			
Total equity			3,611,652			3,852,985			
Total liabilities and equity	$	33,011,274		$	33,777,379			

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)

				For the Year					
		Ended December 31,				
		2022				2021			2020			
REVENUE:												
Lease income	$	4,905,175		$	4,736,719		$	4,302,367			
Management fees and other revenues		116,904				106,483			96,882			
Other income		269,368				273,587			208,254			
Total revenue		5,291,447				5,116,789			4,607,503			
EXPENSES:												
Property operating		464,135				415,720			349,154			
Depreciation and amortization		1,227,371				1,262,715			1,318,008			
Real estate taxes		443,224				458,953			457,142			
Repairs and maintenance		93,595				96,391			80,858			
Advertising and promotion		107,793				114,303			98,613			
Home and regional office costs		184,592				184,660			171,668			
General and administrative		34,971				30,339			22,572			
Other		152,213				140,518			137,679			
Total operating expenses		2,707,894				2,703,599			2,635,694			
OPERATING INCOME BEFORE OTHER ITEMS		2,583,553				2,413,190			1,971,809			
Interest expense		(761,253)			(795,712)		(784,400)		
Loss on extinguishment of debt		—			(51,841)		—		
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)		121,177				178,672			—		
Income and other tax (expense) benefit		(83,512)			(157,199)		4,637			
Income from unconsolidated entities		647,977				782,837			219,870			
Unrealized losses in fair value of publicly traded equity instruments, net		(61,204)			(8,095)		(19,632)		
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on,												
assets and interests in unconsolidated entities and impairment, net		5,647				206,855			(114,960)		
CONSOLIDATED NET INCOME		2,452,385				2,568,707			1,277,324			
Net income (loss) attributable to noncontrolling interests		2,738				(6,053)		(4,378)		
Preferred unit requirements		5,252				5,252			5,252			
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	$	2,444,395		$	2,569,508		$	1,276,450			
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:												
												
General Partner	$	2,136,198		$	2,246,294		$	1,109,227			
Limited Partners		308,197				323,214			167,223			
Net income attributable to unitholders	$	2,444,395		$	2,569,508		$	1,276,450			
BASIC AND DILUTED EARNINGS PER UNIT:												
												
Net income attributable to unitholders	$	6.52		$	6.84		$	3.59			

Consolidated Net Income	$	2,452,385		$	2,568,707		$	1,277,324			
Unrealized gain (loss) on derivative hedge agreements		54,808				51,114			(106,548)		
Net gain reclassified from accumulated other comprehensive loss into earnings		(1,595)			(7,285)		(106)		
Currency translation adjustments		(28,119)			(38,772)		27,288			
Changes in available-for-sale securities and other		(2,009)			(1,014)		180			
Comprehensive income		2,475,470				2,572,750			1,198,138			
Comprehensive income (loss) attributable to noncontrolling interests		1,572				(2,634)		1,666			
												
Comprehensive income attributable to unitholders	$	2,473,898		$	2,575,384		$	1,196,472			

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Cash Flows

(Dollars in thousands)

					For the Year			
		Ended December 31,		
		2022			2021			2020	
CASH FLOWS FROM OPERATING ACTIVITIES:									
Consolidated Net Income	$	2,452,385		$	2,568,707		$	1,277,324	
Adjustments to reconcile consolidated net income to net cash provided by									
operating activities									
Depreciation and amortization		1,292,113			1,325,895			1,354,991	
Loss on debt extinguishment		—		51,841			—	
(Gain) loss on acquisition of controlling interests, sale or disposal of, or									
recovery on, assets and interests in unconsolidated entities and									
impairment, net		(5,647)		(206,855)		114,960	
Gain on disposal, exchange, or revaluation of equity interests, net		(121,177)		(178,672)		—	
Unrealized losses in fair value of publicly traded equity instruments, net		61,204			8,095			19,632	
Straight-line lease loss		25,234			22,619			19,950	
Equity in income of unconsolidated entities		(647,977)		(782,837)		(219,870)	
Distributions of income from unconsolidated entities		561,583			436,881			184,733	
Changes in assets and liabilities									
Tenant receivables and accrued revenue, net		63,350			265,352			(415,911)	
Deferred costs and other assets		(104,567)		(77,592)		(28,191)	
Accounts payable, accrued expenses, intangibles, deferred revenues and									
other		190,103			203,968			19,080	
Net cash provided by operating activities		3,766,604			3,637,402			2,326,698	
CASH FLOWS FROM INVESTING ACTIVITIES:									
Acquisitions		(203,364)		(257,080)		(3,606,694)	
Funding of loans to related parties		(132,857)		(15,848)		(8,236)	
Repayments of loans to related parties		82,371			14,027			—	
Capital expenditures, net		(650,024)		(527,935)		(484,119)	
Cash impact from the consolidation of properties		20,988			5,595			—	
Net proceeds from sale of assets		59,658			3,000			33,418	
Investments in unconsolidated entities		(235,792)		(56,901)		(191,368)	
Purchase of equity instruments		(66,140)		(33,605)		(32,955)	
Proceeds from sale of equity instruments		26,086			65,504			30,000	
Insurance proceeds for property restoration		—		7,200			31,198	
Distributions of capital from unconsolidated entities and other		472,510			243,279			250,358	
Net cash used in investing activities		(626,564)		(552,764)		(3,978,398)	
CASH FLOWS FROM FINANCING ACTIVITIES:									
Issuance of units and other		(328)		(328)		1,556,148	
Purchase of units related to stock grant recipients' tax withholdings		(6,788)		(2,318)		(854)	
Redemption of limited partner units		(1,852)		(2,220)		(16,106)	
Purchase of general partner units		(180,387)		—		(152,589)	
Proceeds from the special purpose acquisition company IPO, net of									
transaction costs		—		338,121			—	
Proceeds from (establishment of) trust account for special purpose									
acquisition company		345,000			(345,000)		—	
Liquidiation of special purpose acquisition company		(345,000)		—		—	
Distributions to noncontrolling interest holders in properties		(27,741)		(5,024)		(8,271)	
Contributions from noncontrolling interest holders in properties		29,681			20,902			220	
Partnership distributions		(2,592,472)		(2,690,700)		(1,664,193)	
Cash paid to extinguish debt		—		(50,156)		—	
Mortgage and unsecured indebtedness proceeds, net of transaction costs		3,449,403			9,251,217			15,234,860	
Mortgage and unsecured indebtedness principal payments		(3,721,864)		(10,076,809)		(12,955,275)	
									
Net cash used in financing activities		(3,052,348)		(3,562,315)		1,993,940	
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		87,692			(477,677)			342,240	
CASH AND CASH EQUIVALENTS, beginning of period		533,936			1,011,613			669,373	
CASH AND CASH EQUIVALENTS, end of period	$	621,628		$	533,936		$	1,011,613	

The accompanying notes are an integral part of these statements.

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Simon Property Group, L.P.

Consolidated Statements of Equity

(Dollars in thousands)

			Preferred		Simon (Managing			Limited	Noncontrolling			Total		
			Units		General Partner)			Partners			Interests			Equity		
																			
Balance at December 31, 2019	$	42,420	$	2,483,978	$	378,339	$	6,513		$	2,911,250			
Issuance of limited partner units (955,705 units)																			
									79,601							79,601			
Series J preferred stock premium and amortization			(329)													(329)			
Limited partner units exchanged to common units (293,204 units)						2,028			(2,028)							—		
Issuance of units related to Simon's public offering of its common stock (22,137,500 units)						1,556,479										1,556,479			
Stock incentive program (462,967 common units, net)						—										—		
Amortization of stock incentive						11,660										11,660			
Redemption of limited partner units (116,658 units)						(15,163)			(943)							(16,106)			
Treasury unit purchase (1,245,654 units)						(152,590)										(152,590)			
Long-term incentive performance units									2,331							2,331			
Issuance of unit equivalents and other (36,252 units and 15,561 common units)						34,071						(3,582)				30,489			
Unrealized loss on hedging activities						(92,834)			(13,714)							(106,548)			
Currency translation adjustments						22,694			4,594							27,288			
Changes in available-for-sale securities and other						162			18							180			
Net gain reclassified from accumulated other comprehensive loss into earnings						(93)			(13)							(106)			
Other comprehensive income						(70,071)			(9,115)							(79,186)			
Adjustment to limited partners' interest from change in ownership in the Operating																			
Partnership						(95,755)			95,755							—		
Distributions, excluding distributions on preferred interests classified as temporary equity			(3,337)			(1,866,483)			(279,379)			(3,507)				(2,152,706)			
Net income, excluding preferred distributions on temporary equity preferred units of $1,915																			
and a $6,044 loss attributable to noncontrolling redeemable interests in properties			3,337			1,109,227			167,223			1,666				1,281,453			
Balance at December 31, 2020		$	42,091		$	2,997,381		$	431,784		$	1,090			$	3,472,346			
Series J preferred stock premium and amortization			(328)													(328)			
Limited partner units exchanged to common units (58,571 units)						539			(539)							—		
Stock incentive program (80,012 common units, net)						—										—		
Amortization of stock incentive						19,673										19,673			
Redemption of limited partner units (15,705 units)						(2,061)			(159)							(2,220)			
Long-term incentive performance units									17,755							17,755			
Issuance of unit equivalents and other (20,374 common units)						(40,877)			1			18,493				(22,383)			
Unrealized gain on hedging activities						44,676			6,438							51,114			
Currency translation adjustments						(33,932)			(4,840)							(38,772)			
Changes in available-for-sale securities and other						(886)			(128)							(1,014)			
Net gain reclassified from accumulated other comprehensive loss into earnings						(6,369)			(916)							(7,285)			
Other comprehensive income						3,489			554							4,043			
Adjustment to limited partners' interest from change in ownership in the Operating																			
Partnership						18,620			(18,620)							—		
Distributions, excluding distributions on preferred interests classified as temporary equity			(3,337)			(1,923,369)			(276,698)			(2,708)				(2,206,112)			
Net income, excluding preferred distributions on temporary equity preferred units of $1,915																			
and a $3,419 loss attributable to noncontrolling redeemable interests in properties			3,337			2,246,294			323,214			(2,634)				2,570,211			
Balance at December 31, 2021		$	41,763		$	3,319,689		$	477,292		$	14,241			$	3,852,985			

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				Preferred		Simon (Managing			Limited	Noncontrolling			Total		
				Units		General Partner)			Partners			Interests			Equity		
																				
	Series J preferred stock premium and amortization			(328)													(328)			
	Limited partner units exchanged to common units (2,680 units)						27			(27)							—		
	Stock incentive program (208,063 common units, net)						—										—		
	Amortization of stock incentive						23,670										23,670			
	Redemption of limited partner units (14,740 units)						(1,708)			(144)							(1,852)			
	Treasury unit purchase (1,830,022 units)						(180,387)										(180,387)			
	Long-term incentive performance units									14,845							14,845			
	Issuance of unit equivalents and other (72,442 LTIP units and 46,555 common units)						11,649			(1)			10,601				22,249			
	Unrealized gain on hedging activities						47,888			6,920							54,808			
	Currency translation adjustments						(24,427)			(3,692)							(28,119)			
	Changes in available-for-sale securities and other						(1,755)			(254)							(2,009)			
	Net gain reclassified from accumulated other comprehensive loss into earnings						(1,393)			(202)							(1,595)			
	Other comprehensive income						20,313			2,772							23,085			
	Adjustment to limited partners' interest from change in ownership in the Operating																			
Partnership						28,308			(28,308)							—		
	Distributions, excluding distributions on preferred interests classified as temporary equity			(3,337)			(2,260,670)			(326,550)			(1,362)				(2,591,919)			
	Net income, excluding preferred distributions on temporary equity preferred units of $1,915																			
	and $1,166 attributable to noncontrolling redeemable interests in properties			3,337			2,136,198			308,197			1,572				2,449,304			
	Balance at December 31, 2022		$	41,435		$	3,097,089		$	448,076		$	25,052			$	3,611,652			

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

1. Organization

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. 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. Unless otherwise indicated, these notes to consolidated financial statements apply to both Simon and the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2022, we had ownership interests in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2022, 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 generate the majority of our lease income from retail, dining, entertainment and other tenants including consideration received from:

●	Fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements and,

●	Variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We also grow by generating supplemental revenues from the following activities:

●	establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

●	offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

●	selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and

●	generating interest income on cash deposits and investments in loans, including those made to related entities.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

2. Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated.

We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2022 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of December 31, 2022, we consolidated 130 wholly-owned properties and 18 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We apply the equity method of accounting to the other 82 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company), TRG, and Jamestown (a global real estate investment and management company), as well as our investments (collectively, our other platform investments) in retail operations (J.C. Penney and SPARC Group); intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); and an e-commerce venture (Rue Gilt Groupe, or RGG). We manage the day-to-day operations of 51 of the 82 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Canada, Spain, Thailand, and the United Kingdom comprise 24 of the remaining 31 properties. These international properties and TRG are managed by joint ventures in which we share control.

Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to us based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Our weighted average ownership interest in the Operating Partnership was as follows:

For the Year Ended

	December 31,			
	2022		2021		2020		
Weighted average ownership interest	87.4 %	87.4 %	86.9 %	

As of December 31, 2022 and 2021, our ownership interest in the Operating Partnership was 87.4%. We adjust the noncontrolling limited partners’ interest at the end of each period to reflect their interest in the net assets of the Operating Partnership.

Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.

3.	Summary of Significant Accounting Policies Investment Properties
Investment properties consist of the following as of December 31:

			2022			2021			
Land		$	3,632,943		$	3,639,353			
Buildings and improvements			34,246,835			33,857,863			
Total land, buildings and improvements			37,879,778			37,497,216			
Furniture, fixtures and equipment			447,134			435,150			
Investment properties at cost			38,326,912			37,932,366			
Less — accumulated depreciation			16,563,749			15,621,127			
Investment properties at cost, net		$	21,763,163		$	22,311,239			
Construction in progress included above									
		$	587,644		$	797,519			

We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:

For the Year Ended

December 31,

	2022		2021		2020		
Capitalized interest	$ 35,482	$ 31,204		$ 22,917		

We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years.

We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

circumstances include, but are not limited to, declines in a property’s operational performance, such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value, and, if applicable, on a probability weighted basis, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of fair value.

We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investment is less than its carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.

We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income before depreciation and amortization, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information, expected probabilities of outcomes, if applicable, and whether an impairment is other-than-temporary. Changes in economic and operating conditions including, changes in the financial condition of our tenants and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

During the fourth quarter of 2020, we recorded an impairment charge of $34.4 million related to one consolidated property, which is included in Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income. During the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in three joint venture properties, which is included in Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.

Purchase Accounting

We allocate the purchase price of asset acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:

●	the relative fair value of land and related improvements and buildings on an as-if-vacant basis,

●	the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into lease income,

●	the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and

●	the value of lease income and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.

The relative fair value of buildings is depreciated over the estimated remaining life of the acquired building or related improvements. We amortize tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits. See Notes 4 and 8 for disclosures about non-cash investing and financing transactions.

Equity Instruments and Debt Securities

Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At December 31, 2022 and 2021, we had equity instruments with readily determinable fair values of $73.0 million and $142.2 million, respectively. Changes in the fair value of these equity instruments are recorded in unrealized losses in fair value of publicly traded equity instruments, net in our consolidated statements of operations and comprehensive income. At December 31, 2022 and 2021, we had equity instruments without readily determinable fair values of $236.2 million and $217.2 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer. We recorded a reduction in the carrying value of these investments of $27.5 million and nil for the years ended December 31, 2022 and 2021, respectively. Changes in the fair value of these equity instruments are recorded in gain on disposal, exchange, or revaluation of equity interests, net in our consolidated statements of operations and comprehensive income.

Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

At December 31, 2022 and 2021, we held debt securities of $52.3 million and $60.9 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established.

Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited.

Fair Value Measurements

Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

The equity instruments with readily determinable fair values we held at December 31, 2022 and 2021 were primarily classified as having Level 1 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate cap and swap agreements with a gross asset balance of $15.8 million at December 31, 2022 and $6.2 million at December 31, 2021, and a gross liability balance of $8.6 million and $1.5 million at December 31, 2022 and 2021, respectively.

Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3, 4, and 6 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of fair value, net operating results of the property, capitalization rates and discount rates.

Gains or losses on Issuances of Stock by Equity Method Investees

When one of our equity method investees issues additional shares to third parties, our percentage ownership interest in the investee may decrease. In the event the issuance price per share is higher or lower than our average carrying amount per share, we recognize a noncash gain or loss on the issuance, when appropriate. This noncash gain or loss is recognized in our net income in the period the change of ownership interest occurs.

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment and Geographic Locations

Our primary business is the ownership, development, and management of premier shopping, dining, entertainment and mixed use real estate. We have aggregated our retail operations, including malls, Premium Outlets, The Mills, and our international investments into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same, tenants. As of December 31, 2022, approximately 6.9% of our consolidated long-lived assets and 3.5% of our consolidated total revenues were derived from assets located outside the United States. As of December 31, 2021, approximately 7.1% of our consolidated long-lived assets and 3.0% of our consolidated total revenues were derived from assets located outside the United States.

Deferred Costs and Other Assets

Deferred costs and other assets include the following as of December 31:

				2022			2021				
	Deferred lease costs, net		$	97,553		$	109,155				
	In-place lease intangibles, net			7,076			14,107				
	Acquired above market lease intangibles, net			10,696			19,171				
	Marketable securities of our captive insurance companies			52,325			60,855				
	Goodwill			20,098			20,098				
	Other marketable and non-marketable securities			309,212			359,459				
	Prepaids, notes receivable and other assets, net			662,333			538,166				
			$	1,159,293		$	1,121,011				
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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Deferred Lease Costs

Our deferred leasing costs consist primarily of initial direct costs and, prior to the adoption of ASC 842, capitalized salaries and related benefits, in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

		2022			2021		
Deferred lease costs	$	312,464		$	358,287		
Accumulated amortization		(214,911)		(249,132)	
Deferred lease costs, net	$	97,553		$	109,155		

Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:

For the Year Ended December 31,

2022	2021	2020

Amortization of deferred leasing costs	$  39,606	$   43,028	$   51,349	

Intangibles

The average remaining life of in-place lease intangibles is approximately 2.9 years and is being amortized on a straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into lease income over the remaining lease life as a component of reported lease income. The weighted average remaining life of these intangibles is approximately 2.5 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $15.3 million and $21.6 million as of December 31, 2022 and 2021, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2022, 2021, and 2020, was $1.7 million, $2.7 million and $1.3 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.

Details of intangible assets as of December 31 are as follows:

				2022			2021			
	In-place lease intangibles	$	67,935		$	115,550			
Accumulated amortization			(60,859)		(101,443)			
	In-place lease intangibles, net		$	7,076		$	14,107			
										
				2022			2021			
	Acquired above market lease intangibles	$	130,556		$	133,224			
Accumulated amortization			(119,860)		(114,053)			
	Acquired above market lease intangibles, net		$	10,696		$	19,171			
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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Estimated future amortization and the increasing (decreasing) effect on lease income for our above and below market leases as of December 31, 2022 are as follows:

				Below			Above			Impact to	
				Market			Market			Lease	
				Leases			Leases		Income, Net		
	2023	$	4,352	$	(5,235)	$	(883)		
2024			3,421			(3,525)			(104)		
	2025			2,318			(1,477)			841		
2026			1,553			(433)			1,120		
	2027			1,246			(26)			1,220		
Thereafter			2,451			—			2,451		
			$	15,341		$	(10,696)		$	4,645		

Derivative Financial Instruments

We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We generally formally designate instruments that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

As of December 31, 2022, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

		Number of		Notional	
Interest Rate Derivative		Instruments		Amount	
Interest Rate Swaps	1	€ 128.0 million	
Interest Rate Caps	5	€ 319.0 million	

As of December 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

		Number of		Notional	
Interest Rate Derivative		Instruments		Amount		
Interest Rate Swaps	2	$375.0 million	

The carrying value of our interest rate cap and swap agreements, at fair value, as of December 31, 2022 and December 31, 2021 was a net asset balance of $1.3 million and $0.6 million, respectively, and is included in deferred costs and other assets.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income was $10.9 million and $6.9 million as of December 31, 2022 and 2021, respectively. Within the next year, we expect to reclassify to earnings approximately $1.0 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposers, with gains and losses on the derivative contracts hedging these exposers. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts, and nonderivative instruments such as foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date.

We had the following Euro:USD forward contracts designated as net investment hedges at December 31, 2022 and 2021 (in millions):

					Asset (Liability) Value as of		
					December 31,	December 31,			
	Notional Value	Maturity Date	2022		2021			
€	60.0		March 15, 2022		—		2.8			
										
€	62.0		September 15, 2022	—	2.8			
										
€	44.5		September 15, 2022	—	(0.3)			
										
€	44.5		September 15, 2022	—	(0.4)			
										
€	89.0		December 16, 2022	—	(0.8)			
										
€	50.0		January 13, 2023	(2.9)	—			
										
€	15.0		March 15, 2023	0.7		—			
										
€	15.0		March 15, 2023	0.7		—			
										
€	50.0		December 15, 2023	(2.8)	—			
										
€	30.0		March 15, 2024	1.3		—			
										
€	51.0		March 15, 2024	(2.8)	—			
										
€	45.0		April 12, 2023	(0.2)	—			
										
€	44.0		September 15, 2023	(0.1)	—			

Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities.

We have designated certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the years ended December 31, 2022, 2021, and 2020 we recorded gains (losses) of $131.7 million, $176.0 million, and ($198.7 million), respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro investments.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $36.5 million and ($10.0) million as of December 31, 2022 and 2021, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income (loss) from unconsolidated entities, was $41.8 million and ($11.4) million as of December 31, 2022 and 2021, respectively.

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows as of December 31:

			2022			2021	
Limited partners’ interests in the Operating Partnership	$	448,076	$	477,292	
Nonredeemable noncontrolling interests in properties, net			25,052			14,241	
Total noncontrolling interests reflected in equity		$	473,128		$	491,533	

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership, and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

The Operating Partnership

Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership.

Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon.

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($199.5) million, ($175.1) million and ($136.2) million as of December 31, 2022, 2021 and 2020, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of

December 31:

2022

Currency translation adjustments	$	—	$	
			—			
	$	—	$	
						
Accumulated derivative gains, net	$	1,595		$	
			(202)		
		$	1,393		$	

The Operating Partnership

					Affected line item where	
2021		2020			net income is presented	
					Gain (loss) on acquisition of	
				controlling interest, sale or	
				disposal of, or recovery on,	
				assets and interests in	
				unconsolidated entities and	
5,660	$	(1,739)	impairment, net	
				Net income attributable to	
(712)	219   noncontrolling interests

4,948(1,520)

1,625	$	1,845	Interest expense

Net income attributable to

(204)	(232)  noncontrolling interests

1,421   $1,613

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($228.3) million, ($200.2) million and ($155.8) million as of December 31, 2022, 2021 and 2020, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of

December 31:

												Affected line item where		
			2022			2021			2020			net income is presented		
												Gain (loss) on acquisition of			
											controlling interest, sale or		
											disposal of, or recovery on,		
											assets and interests in		
	$	—	$	5,660		$	(1,739)	unconsolidated entities and		
Currency translation adjustments								impairment, net		

Accumulated derivative gains, net	$	1,595	$	1,625		$	1,845		Interest expense		

Revenue Recognition

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize this variable lease consideration only when each tenant’s sales exceed the

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

applicable sales threshold. We amortize any tenant inducements as a reduction of lease income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance. Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or otherwise. For substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as lease income on a straight-line basis over the term of the lease beginning with the adoption of ASC 842. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue all variable reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred. Provisions for credit losses that are not probable of collection are recognized as a reduction of lease income.

In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842, “Leases.” The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration. We have elected to generally account for rent abatements as negative variable lease consideration in the period granted, or in the period we determine we expect to grant an abatement. Further abatements granted in the future will reduce lease income in the period we grant, or determine we expect to grant, an abatement. We have agreed to deferral or abatement arrangements with a number of our tenants as a result of the COVID-19 pandemic. In addition, uncollected rent due from certain of our tenants is subject to ongoing litigation, the outcome of which may affect our ability to collect in full the associated outstanding receivable balances.

In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination. Additionally, our assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant.

When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms. Refer to Note 9 for further disclosure of lease income.

Management Fees and Other Revenues

Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties. Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property. Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based on the performance criteria.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Revenues from insurance premiums charged to unconsolidated properties are recognized on a pro-rata basis over the terms of the policies. Insurance losses on these policies and our self-insurance for our consolidated properties are reflected in property operating expenses in the accompanying consolidated statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on evaluations by third-party actuaries and management’s estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2022 and 2021 approximated $85.7 million and $77.2 million, respectively, and are included in other liabilities in the consolidated balance sheets. Information related to the securities included in the investment portfolio of our captive insurance subsidiary is included within the “Equity Instruments and Debt Securities” section above.

Income Taxes

Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of REIT taxable income to its owners and meet certain other asset and income tests as well as other requirements. We intend to continue to adhere to these requirements and maintain Simon’s REIT status and that of the REIT subsidiaries. As REITs, these entities 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. Thus, we made no provision for U.S. federal income taxes for these entities in the accompanying consolidated financial statements. If Simon or any of the REIT subsidiaries fail to qualify as a REIT, and if available relief provisions do not apply, Simon or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If Simon or any of the REIT subsidiaries loses its REIT status it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless the failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We have also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property”. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income.

As a partnership, the allocated share of the Operating Partnership’s income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements other than as discussed above for our TRSs.

As of December 31, 2022 and 2021, we had net deferred tax liabilities of $278.3 million and $259.3 million, respectively, which primarily relate to the temporary differences between the carrying value of balance sheet assets and liabilities and their tax bases. These differences were primarily created through the consolidation of various European assets in 2016. Additionally, we have deferred tax assets related to our TRSs, consisting of operating losses and other carryforwards for U.S. federal income tax purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries, though these amounts are not material to the financial statements. The deferred tax asset in included in deferred costs and other assets and the deferred tax liability is included in other liabilities in the accompanying consolidated balance sheets.

We are also subject to certain other taxes, including state and local taxes, franchise taxes, as well as income-based and withholding taxes on dividends from certain of our international investments, which are included in income and other taxes in the consolidated statements of operations and comprehensive income.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Our cash paid for taxes in each period was as follows:

			For the Year Ended December 31,		
			2022			2021			2020	
Cash paid for taxes	$	53,241	$	102,454	$	20,046	

Corporate Expenses

Home and regional office costs primarily include compensation and personnel related costs, travel, building and office costs, and other expenses for our corporate home office and regional offices. General and administrative expense primarily includes executive compensation, benefits and travel expenses as well as costs of being a public company, including certain legal costs, audit fees, regulatory fees, and certain other professional fees.

Simon Property Group Acquisition Holdings, Inc.

The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc. On February 18, 2021, the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, generating gross proceeds of $345.0 million, which have been placed in a trust account and is included in the accompanying consolidated balance sheet in Investments held in trust – special purpose acquisition company. The SPAC is a consolidated VIE which was formed for the purpose of effecting a business combination. The Company accounts for the noncontrolling interest in the SPAC as noncontrolling redeemable interests as these instruments are redeemable at the option of the holder and are classified as temporary equity at their redemption value in Simon’s accompanying consolidated balance sheet in Limited partners preferred interest in the Operating Partnership and noncontrolling redeemable interests and in the Operating Partnership’s accompanying consolidated balance sheet in Preferred units, various series, at liquidation value, and noncontrolling redeemable interests.

In December 2022, the SPAC was liquidated and dissolved, resulting in the recognition of a $10.2 million loss recorded in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income, representing our investment in the SPAC.

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions, and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024. We elected the expedients in conjunction with transitioning certain debt instruments, as discussed in Note 7, to alternative benchmark indexes. There was no impact on our consolidated financial statements at adoption.

4. Real Estate Acquisitions and Dispositions

We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during 2022, 2021, and 2020. Refer to Note 6 for disclosure of unconsolidated joint venture acquisitions and dispositions.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Our acquisition and disposition activity for the periods presented are as follows:

2022 Acquisitions

On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture partner for $14.0 million in cash consideration, including a pro-rata share of working capital, resulting in the consolidation of this property. The property is subject to an $85.7 million 3.29% variable interest rate mortgage loan. We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.

2022 Dispositions

During 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million.

2021 Dispositions

During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of three consolidated retail properties in satisfaction of their respective $180.0 million, $120.9 million and $100.0 million non-recourse mortgage loans, and this non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

2020 Dispositions

On October 1, 2020, we disposed of our interest in one consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gain is included in (loss) gain on sale or disposed of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operation and comprehensive income.

5. Per Share and Per Unit Data

We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit.

Simon

		For the Year Ended December 31,		
		2022		2021		2020		
Net Income attributable to Common	$   2,136,198	$   2,246,294	$   1,109,227		
Stockholders — Basic and Diluted					
Weighted Average Shares Outstanding —								
	327,816,695	328,587,137	308,737,625		
Basic and Diluted					

For the year ended December 31, 2022, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the years ended December 31, 2022, 2021, and 2020. We have not adjusted net income attributable to

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared.

The Operating Partnership

		For the Year Ended December 31,		
		2022		2021		2020		
Net Income attributable to Unitholders — Basic	$   2,444,395		$   2,569,508		$   1,276,450		
and Diluted							
Weighted Average Units Outstanding — Basic								
	375,111,997		375,866,759		355,281,882		
and Diluted							

For the year ended December 31, 2022, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the years ended December 31, 2022, 2021, and 2020. We accrue distributions when they are declared.

The taxable nature of the dividends declared and Operating Partnership distributions declared for each of the years ended as indicated is summarized as follows:

		For the Year Ended December 31,			
	2022		2021		2020				
Total dividends/distributions paid per common share/unit		$  6.90			$  5.85			$  6.00				
Percent taxable as ordinary income					
		98.60	%		93.10	%		97.40	%		
Percent taxable as long-term capital gains	1.40 %	6.90 %	2.60 %		
		100.00	%		100.00	%		100.00	%		

6. Investments in Unconsolidated Entities and International Investments

Real Estate Joint Ventures and Investments

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in Note 2, we held joint venture interests in 82 properties as of December 31, 2022 and 84 properties as of December 31, 2021.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

We may provide financing to joint ventures primarily in the form of interest bearing construction loans. As of December 31, 2022 and 2021, we had construction loans and other advances to these related parties totaling $112.0 million and $88.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

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. Given the timing of the transaction, there was no impact on our financial results for the year ended December 31, 2022. In addition, allocation of the excess investment to the underlying assets and liabilities acquired at the venture level is preliminary at December 31, 2022.

During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans,

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

which is included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

During the fourth quarter of 2021, we disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million which is included in (gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the consolidated statements of operations and comprehensive income. Our share of the proceeds from this transaction was $3.0 million.

During the second quarter of 2021, we sold our interest in one multi-family residential investment. Our share of the gross proceeds from this transaction was $27.1 million. The gain of $14.9 million on the sale is included in other income in the accompanying consolidated statement of operations and comprehensive income.

In the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in three joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income. Additionally, in the third quarter of 2020 and in the fourth quarter of 2019, we recorded an other-than-temporary impairment charge of $36.1 million and $47.2 million, respectively, related to an investment, which is included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statements of operations and comprehensive income.

Taubman Realty Group

On December 29, 2020, we completed the acquisition of an 80% noncontrolling ownership interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc., or Taubman, common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion. Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us. In connection with the finalization of the purchase price allocation, we recorded additional amortization of our excess investment of $52.4 million in the fourth quarter of 2021 as a revision to the preliminary amortization previously recorded. Substantially all of our investment has been allocated to investment property based upon fair values determined at the acquisition date using Level 2 and 3 inputs.

The tables below represent summary financial information of TRG.

		December 31,		December 31,	
		2022		2021	
Total assets	$  3,555,686	$  3,981,054	
Total liabilities	4,356,406	4,785,011	
Noncontrolling interests	163,293	155,868	
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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

	For the Year Ended			
			December 31,			
	2022		2021			2020	
Total revenues	$   693,835			$   600,426		$	—	
Operating income before other items	254,395		197,074			—	
Consolidated net income	164,072		97,361			—	
Our share of net income	129,065		78,370			—	
Amortization of excess investment	(189,629)	(196,072)		—	

Other Platform Investments

During the fourth quarter of 2022, we sold to ABG all of 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, which is included in gain on disposal, exchange, or revaluation of equity interests, net, representing the difference between the fair value of the interests received determined using Level 3 inputs and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $39.7 million. At December 31, 2022, our interest in ABG was approximately 12.3%.

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, which is included in gain on disposal, exchange, or revaluation of equity interests, net, representing the difference between the fair value of the interests received determined using Level 3 inputs and the carrying value of $102.7 million of the intellectual property licensing ventures less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $47.9 million.

On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $8.0 million which is included in income and other tax (expense) benefit in the consolidated statements of operations and comprehensive income. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million.

On June 1, 2021, we and our partner, ABG, acquired the intellectual property of Eddie Bauer. Our noncontrolling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our noncontrolling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain in the second quarter of 2020, of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income. In the first quarter of 2021, we and our partner, ABG, each acquired additional 12.5% interests in the licensing and operations of Forever 21, our share of which was $56.3 million, bringing our respective interests to 50%. Subsequently, the Forever 21 operations were merged into SPARC Group.

In 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy and subsequently renamed SPARC Group. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company. In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively,

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. During the second quarter of 2021, SPARC Group acquired certain assets and operations of Eddie Bauer. During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership agreement with ABG to become the core licensee and operating partner for Reebok in the United States. At December 31, 2022, our noncontrolling equity method interest in SPARC Group was 50.0%.

The tables below represent combined summary financial information, after intercompany eliminations, of our other platform investments.

			December 31,				December 31,	
				2022					2021	
Total assets	$	12,897,980		$	9,083,440	
Total liabilities				10,521,772					6,916,595	
Noncontrolling interests				362,652					281,024	
				For the Year Ended			
					December 31,						
		2022		2021					2020	
Total revenues		$ 14,895,379		$  14,454,661					$  3,450,029	
Operating income before other items	972,360	1,550,358				397,845	
Consolidated net income	738,255	1,400,632				323,887	
Our share of net income	238,412	402,658				46,984	
Amortization of excess investment	(6,659)	(7,546)		(7,442)	

International Investments

We conduct our international operations primarily through joint venture arrangements and account for the majority of these international joint venture investments using the equity method of accounting.

European Investments

At December 31, 2022, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.04 per share. The tables below represent summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP.

			December 31,			December 31,	
			2022			2021	
Total assets	$	16,016,137	$	18,137,100	
Total liabilities			10,074,502			11,854,151	
Noncontrolling interests			1,226,734			1,320,001	
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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

				For the Year Ended			
				December 31,			
		2022		2021		2020	
Total revenues	$	1,308,409			$   1,240,277			$  1,306,221	
Operating income before other items		590,829		380,470		327,331	
Consolidated net income		581,075		848,104		211,153	
Our share of net income		116,084		164,575		36,832	
Amortization of excess investment		(13,937)	(19,444)	(10,289)	

During the years ended December 31, 2022 and 2021, we recorded net gains of $1.3 million and $1.2 million, respectively, related to the disposition of certain assets of Klépierre. During the year ended December 31, 2020, we recorded a 4.3 million net loss related to the impairment and disposition of certain assets of Klépierre. These transactions are included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

During the year ended December 31, 2021, Klépierre elected to step-up the tax basis of certain assets in Italy, which triggered a one-time payment at a significantly reduced tax rate. As a result of the step-up in tax basis, a previously established deferred tax liability was reversed resulting in a non-cash gain, of which our share was $118.4 million.

We have an interest in a European investee that had interests in 11 Designer Outlet properties as of December 31, 2022, 11 Designer Outlet properties as of December 31, 2021, and ten Designer Outlet properties as of December 31, 2020. Seven of these Designer Outlets are consolidated by us as of December 31, 2022. As of December 31, 2022, our legal percentage ownership interests in these properties ranged from 23% to 94%. Due to certain redemption rights held by our venture partner, which will require us to purchase their interests under certain circumstances, the noncontrolling interest is presented (i) in the accompanying Simon consolidated balance sheets outside of equity in limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties and (ii) in the accompanying Operating Partnership consolidated balance sheets within preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties.

On January 1, 2021 our European investee gained control of Ochtrup Designer Outlets as a result of the expiration of certain participating rights held by a venture partner. This resulted in the consolidation of the property and related mortgage of $47.1 million, requiring a remeasurement of our previously held equity interest, which had a carrying value of $48.7 million, to fair value and the recognition of a non-cash gain of $3.7 million in earnings during the first quarter of 2021, which includes amounts reclassified from accumulated other comprehensive income (loss) related to the currency translation adjustment previously recorded on our investment. The non-cash gain is included in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income, and this non-cash investing and financing activity is excluded from our consolidated statement of cash flows. The determination of the fair value consisted of Level 2 and 3 inputs and was predominately allocated to investment property.

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we also have a direct minority ownership in three of those outlets. At December 31, 2022 and 2021, the carrying value of these equity instruments without readily determinable fair values was $140.8 million and is included in deferred costs and other assets.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Asian Joint Ventures

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $206.3 million and $206.1 million as of December 31, 2022 and 2021, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $199.5 million and $194.9 million as of December 31, 2022 and 2021, respectively, including all related components of accumulated other comprehensive income (loss).

Summary Financial Information

The following tables present a summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in Jamestown, Klépierre and TRG, as well as our other platform investments.

COMBINED BALANCE SHEETS

	December 31,		December 31,		
		2022				2021		
Assets:								
Investment properties, at cost	$	19,256,108		$	19,724,242		
Less - accumulated depreciation		8,490,990				8,330,891		
		10,765,118				11,393,351		
Cash and cash equivalents		1,445,353				1,481,287		
Tenant receivables and accrued revenue, net		546,025				591,369		
Right-of-use assets, net		143,526				154,561		
Deferred costs and other assets		482,375				394,691		
Total assets	$	13,382,397			$	14,015,259		
Liabilities and Partners’ Deficit:								
								
Mortgages	$	14,569,921		$	15,223,710		
Accounts payable, accrued expenses, intangibles, and deferred revenue		961,984				995,392		
Lease liabilities		133,096				158,372		
Other liabilities		446,064				383,018		
Total liabilities		16,111,065				16,760,492		
Preferred units		67,450				67,450		
Partners’ deficit		(2,796,118)			(2,812,683)		
Total liabilities and partners’ deficit	$	13,382,397			$	14,015,259		
Our Share of:								
Partners’ deficit	$	(1,232,086)		$	(1,207,396)		
Add: Excess Investment		1,219,117				1,283,645		
Our net (deficit) Investment in unconsolidated entities, at equity	$	(12,969)			$	76,249		

“Excess Investment” represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

As of December 31, 2022, scheduled principal repayments on these joint venture properties’ mortgage indebtedness, assuming the obligations remain outstanding through the initial maturities, are as follows:

2023	$	1,277,532		
2024			2,756,370		
2025			1,853,644		
2026			2,989,001		
2027			2,306,171		
Thereafter			3,424,158		
Total principal maturities			14,606,876		
Debt issuance costs			(36,955)		
Total mortgages		$	14,569,921		

This debt becomes due in installments over various terms extending through 2035 with interest rates ranging from 0.16% to 13.92% and a weighted average interest rate of 4.32% at December 31, 2022.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

COMBINED STATEMENTS OF OPERATIONS

					December 31,				
			2022			2021			2020		
REVENUE:											
Lease income	$	2,894,611		$	2,797,221		$	2,544,134		
Other income			341,923			319,956			300,634		
Total revenue			3,236,534			3,117,177			2,844,768		
OPERATING EXPENSES:											
Property operating			605,018			575,584			519,979		
Depreciation and amortization			666,762			686,790			692,424		
Real estate taxes			246,707			263,325			262,351		
Repairs and maintenance			81,522			79,300			68,722		
Advertising and promotion			74,776			72,441			67,434		
Other			205,405			200,899			163,710		
Total operating expenses			1,880,190			1,878,339			1,774,620		
Operating Income Before Other Items			1,356,344			1,238,838			1,070,148		
Interest expense			(599,245)		(605,591)		(616,332)		
Gain on sale or disposal of, or recovery on, assets and interests in			50,336			34,814			—		
unconsolidated entities, net											
Net Income		$	807,435		$	668,061		$	453,816		
Third-Party Investors’ Share of Net Income		$	423,816		$	333,304		$	226,364		
Our Share of Net Income											
		$	383,619		$	334,757		$	227,452		
Amortization of Excess Investment			(60,109)		(64,974)		(82,097)		
Our Share of Gain on Sale or Disposal of Assets and Interests in			—		(14,941)		—		
Other Income in the Consolidated Financial Statements									
Our Share of Gain on Sale or Disposal of, or Recovery on,			(2,532)		(541)		—		
Assets and Interests in Unconsolidated Entities, net									
Income from Unconsolidated Entities		$	320,978		$	254,301		$	145,355		

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Jamestown, Klépierre and TRG, as well as our other platform investments, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

7. Indebtedness

Our mortgages and unsecured indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:

			2022			2021			
Fixed-Rate Debt:									
Mortgage notes, including $2,436 and $2,892 of net premiums and $11,194 and									
$14,619 of debt issuance costs, respectively. Weighted average interest and									
maturity of 3.75% and 3.7 years at December 31, 2022.	$	4,580,799	$	4,546,614			
Unsecured notes, including $32,421 and $30,964 of net discounts and $76,058 and									
$83,147 of debt issuance costs, respectively. Weighted average interest and									
maturity of 2.99% and 9.1 years at December 31, 2022.			18,029,459			18,254,507			
Commercial Paper (see below)			—			500,000			
Total Fixed-Rate Debt			22,610,258			23,301,121			
Variable-Rate Debt:									
Mortgage notes, including $5,336 and $4,354 of debt issuance costs, respectively.									
Weighted average interest and maturity of 5.14% and 1.7 years at December 31,									
2022.			874,442			803,495			
Unsecured Notes and Credit Facilities (see below), including $15,622 and $22,039			1,412,141			1,152,961			
of debt issuance costs, respectively.									
Total Variable-Rate Debt			2,286,583			1,956,456			
Other Debt Obligations			63,445			63,445			
Total Mortgages and Unsecured Indebtedness		$	24,960,286		$	25,321,022			

General. Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of December 31, 2022, we were in compliance with all covenants of our unsecured debt.

At December 31, 2022, our consolidated subsidiaries were the borrowers under 38 non-recourse mortgage notes secured by mortgages on 41 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At December 31, 2022, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Unsecured Debt

At December 31, 2022, our unsecured debt consisted of $18.6 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility, and $802.8 million (U.S. dollar equivalent) of Euro-denominated borrowings outstanding under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

The Credit Facility also included an additional single, delayed-draw $2.0 billion term loan facility, or Term Facility, or together with the Credit Facility and the Supplemental Facility, the Credit Facilities, which the Operating Partnership drew on December 15, 2020, and repaid in 2021.

The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $5.0 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 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for two additional six-month periods to June 30, 2025, at our sole option, subject to satisfying certain customary conditions precedent.

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.

The Supplemental Facility’s borrowing capacity of $3.5 billion 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 is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Supplemental 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 Supplemental 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 Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

On December 31, 2022 we had an aggregate available borrowing capacity of $6.6 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2022 was $1.2 billion and the weighted average outstanding balance was $260.7 million. Letters of credit of $10.0 million were outstanding under the Facilities as of December 31, 2022.

The Operating Partnership also has available a 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 will be 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

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

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 December 31, 2022, we had no outstanding balance under the Commercial Paper program. Borrowings under the Commercial Paper program reduce amounts otherwise available under the Credit Facilities.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 1.750%, and $700 million with a fixed interest rate of 2.20%, with maturity dates of February 2028 and 2031, respectively.

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.

On March 19, 2021, the Operating Partnership completed the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033, the proceeds of which were used on March 23, 2021 to repay the remaining $1.25 billion under the Term Facility reducing it to zero.

On August 18, 2021, the Operating Partnership completed the issuance of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375%, and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 15, 2027, and 2032, respectively.

In the third quarter of 2021, the Operating Partnership completed the optional redemption of all of its outstanding $550 million 2.350% notes due on January 30, 2022, $600 million 2.625% notes due on June 15, 2022, and $500 million 2.750% notes due on February 1, 2023. We recorded a $28.6 million loss on extinguishment of debt as a result on the optional redemptions.

On December 14, 2021, the Operating Partnership drew $1.05 billion under the Supplemental Facility, the proceeds of which funded the early extinguishment of 9 mortgages with a principal balance of $1.16 billion. We recorded a $20.3 million loss on extinguishment of debt as a result of this transaction.

On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022.

On November 16, 2022, the Operating Partnership drew €750.0 million ($779.0 million U.S. dollar equivalent) under the Supplemental Facility and used the proceeds on November 17, 2022 to repay €750.0 million ($777.1 million U.S. dollar equivalent) of senior unsecured notes at maturity.

Subsequent to December 31, 2022, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. This interest rate swap matures on January 17, 2024.

Mortgage Debt

Total mortgage indebtedness was $5.5 billion and $5.4 billion at December 31, 2022 and 2021, respectively.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2022, assuming the obligations remain outstanding through the initial maturities, are as follows:

2023	$	1,342,656		
2024			3,331,015		
2025			2,657,375		
2026			3,936,750		
2027			3,265,832		
Thereafter			10,501,408		
Total principal maturities			25,035,036		
Net unamortized debt premium			20,909		
Net unamortized debt discount			(50,894)		
Debt issuance costs, net			(108,210)		
Other Debt Obligations			63,445		
Total mortgages and unsecured indebtedness		$	24,960,286		

Our cash paid for interest in each period, net of any amounts capitalized, was as follows:

For the Year Ended December 31,

	2022		2021	2020		
Cash paid for interest	$ 763,203		$  822,182		$  754,306		

Debt Issuance Costs

Our debt issuance costs consist primarily of financing fees we incurred in order to obtain long-term financing. We record amortization of debt issuance costs on a straight-line basis over the terms of the respective loans or agreements. Details of those debt issuance costs as of December 31 are as follows:

		2022			2021	
Debt issuance costs	$	210,893		$	227,774	
Accumulated amortization		(102,683)			(103,615)	
Debt issuance costs, net	$	108,210		$	124,159	

We report amortization of debt issuance costs, amortization of premiums, and accretion of discounts as part of interest expense. We amortize debt premiums and discounts, which are included in mortgages and unsecured indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at the time of the debt issuance or as part of purchase accounting for the fair value of debt assumed in acquisitions. The accompanying consolidated statements of operations and comprehensive income include amortization as follows:

	For the Year Ended December 31,	
	2022		2021		2020	
Amortization of debt issuance costs	$ 26,113		$  24,794		$  23,076	
Amortization of debt discounts/(premiums)	7		168		174	

Fair Value of Debt

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed-rate

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed-rate mortgages and unsecured indebtedness including commercial paper was $22.6 billion and $23.3 billion as of December 31, 2022 and 2021, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

	2022		2021		
Fair value of consolidated fixed rate mortgages and unsecured						
indebtedness (in millions)	$ 20,020		$ 24,597		
Weighted average discount rates assumed in calculation of fair						
value for fixed rate mortgages	6.10 %	3.17 %	
Weighted average discount rates assumed in calculation of fair						
value for unsecured indebtedness	5.87 %	3.33 %	

8. Equity

Simon’s Board of Directors is authorized to reclassify excess common stock into one or more additional classes and series of capital stock, to establish the number of shares in each class or series and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and terms and conditions of redemption of such class or series, without any further vote or action by the stockholders. The issuance of additional classes or series of capital stock may have the effect of delaying, deferring or preventing a change in control of us without further action of the stockholders. The ability to issue additional classes or series of capital stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of Simon’s outstanding voting stock.

Holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, other than for the election of directors. The holders of Simon’s Class B common stock have the right to elect up to four members of Simon’s Board of Directors. All 8,000 outstanding shares of the Class B common stock are subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Common Stock and Unit Issuances and Repurchases

In 2022, Simon issued 2,680 shares of common stock to two limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2022, the Operating Partnership redeemed 14,740 units from three limited partners for $1.9 million. In 2021, Simon issued 58,571 shares of common stock to seven limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2021, the Operating Partnership redeemed 15,705 units from seven limited partners for $2.2 million. These transactions increased Simon’s ownership interest in the Operating Partnership.

On December 29, 2020, the Operating Partnership issued 955,705 units in connection with the acquisition of an 80% ownership interest in TRG, as discussed in Note 6.

On November 18, 2020, we issued 22,137,500 shares of common stock in a public offering at a price of $72.50 per share, before underwriting discounts and commissions. The Operating Partnership issued an equal number of units to Simon. A portion of the $1.6 billion proceeds from the offering, net of issue costs, were used to fund the Operating Partnership’s acquisition of an 80% ownership interest in TRG.

On May 9, 2022, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on May 16, 2022 and ending

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

on May 16, 2024 in the open market or in privately negotiated transactions as market conditions warrant. During the year ended December 31, 2022, Simon purchased 1,830,022 shares at an average price of $98.57 per share. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.

On February 11, 2019, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon was authorized to repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021. Simon repurchased the shares in the open market or in privately negotiated transactions as market conditions warranted. During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share. As Simon repurchased shares under this program, the Operating Partnership repurchased an equal number of units from Simon.

Temporary Equity

Simon

Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties. The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity.

The remaining noncontrolling interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control, are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded and presented within accumulated deficit in the consolidated statements of equity in the line issuance of unit equivalents and other. There were no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2022 and 2021. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as of December 31.

			2022			2021			
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373									
issued and outstanding	$	25,537		$	25,537			
Other noncontrolling redeemable interests			186,702			522,203			
Limited partners’ preferred interest in the Operating Partnership and noncontrolling	$	212,239		$	547,740			
redeemable interests in properties								

Refer to Note 3 for discussion of the noncontrolling redeemable interest related to the SPAC.

7.50% Cumulative Redeemable Preferred Units. This series of preferred units accrues cumulative quarterly distributions at a rate of $7.50 annually. The preferred units are redeemable by the Operating Partnership upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock at our election. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the option of the Operating Partnership in either cash or shares of common stock.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

These preferred units have a carrying value of $25.5 million and are included in limited partners’ preferred interest in the Operating Partnership in the consolidated balance sheets at December 31, 2022 and 2021.

The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Noncontrolling Redeemable Interests in Properties Redeemable instruments, which typically represent the remaining noncontrolling interests in a property or portfolio of properties, and which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within equity and are presented in the consolidated statements of equity in the line issuance of unit equivalents and other. There are no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2022 and 2021. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as of December 31.

			2022			2021			
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373									
issued and outstanding	$	25,537		$	25,537			
Other noncontrolling redeemable interests			186,702			522,203			
Total preferred units, at liquidation value, and noncontrolling redeemable interests in	$	212,239		$	547,740			
properties								

Refer to Note 3 for discussion of the noncontrolling redeemable interest related to the SPAC.

7.50% Cumulative Redeemable Preferred Units The 7.50% preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually. We may redeem the preferred units upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of Simon at our election. In the event of the death of a holder of the 7.5% preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the Operating Partnership’s option in either cash or fully registered shares of common stock of Simon. These preferred units have a carrying value of $25.5 million and are included in preferred units, at liquidation value in the consolidated balance sheets at December 31, 2022 and 2021.

Permanent Equity

Simon

Preferred Stock. Dividends on all series of preferred stock are calculated based upon the preferred stock’s preferred return multiplied by the preferred stock’s corresponding liquidation value. The Operating Partnership pays preferred distributions to Simon equal to the dividends Simon pays on the preferred stock issued.

Series J 83/8% Cumulative Redeemable Preferred Stock. Dividends accrue quarterly at an annual rate of 83/8% per share. Simon can redeem this series, in whole or in part, on or after October 15, 2027 at a redemption price of $50.00 per share, plus accumulated and unpaid dividends. This preferred stock was issued at a premium of $7.5 million. The

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

unamortized premium included in the carrying value of the preferred stock at December 31, 2022 and 2021 was $1.6 million and $1.9 million, respectively.

The Operating Partnership

Series J 83/8% Cumulative Redeemable Preferred Units.

Distributions accrue quarterly at an annual rate of

83/8% per unit on the Series J 83/8% preferred units, or Series J preferred units. Simon owns all of the Series J preferred units which have the same economic rights and preferences of an outstanding series of Simon preferred stock. The Operating Partnership can redeem this series, in whole or in part, when Simon can redeem the related preferred stock, on and after October 15, 2027 at a redemption price of $50.00 per unit, plus accumulated and unpaid distributions. The Series J preferred units were issued at a premium of $7.5 million. The unamortized premium included in the carrying value of the preferred units at December 31, 2022 and 2021 was $1.6 million and $1.9 million, respectively. There are 1,000,000 Series J preferred units authorized and 796,948 Series J preferred units issued and outstanding.

Other Equity Activity

The Simon Property Group, L.P. 2019 Stock Incentive Plan. This plan, or the 2019 Plan, provides for the grant of equity-based awards with respect to the equity of Simon in the form of incentive and nonqualified stock options to purchase shares, stock appreciation rights, restricted stock grants and performance-based awards. Options may be granted which are qualified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code and options which are not so qualified. An aggregate of 8,000,000 shares of common stock have been reserved under the 2019 plan.

The 2019 Plan is administered by the Compensation and Human Capital Committee. The Compensation and Human Capital Committee determines which eligible individuals may participate and the type, extent and terms of the awards to be granted to them. In addition, the Compensation and Human Capital Committee interprets the 2019 Plan and makes all other determinations deemed advisable for its administration. Options granted to employees become exercisable over the period determined by the Compensation and Human Capital Committee. The exercise price of an employee option may not be less than the fair market value of the shares on the date of grant. Employee options generally vest over a three-year period and expire ten years from the date of grant.

Directors who are not also our employees or employees of our affiliates are eligible to receive awards under the 2019 plan. Each independent director receives an annual cash retainer of $110,000, and an annual restricted stock award with a grant date value of $175,000. Committee chairs receive annual retainers for the Company’s Audit, Compensation and Human Capital, and Governance and Nominating Committee of $35,000, $35,000 and $25,000, respectively. Directors receive fixed annual retainers for service on the Audit, Compensation and Human Capital, and Governance and Nominating Committees, of $15,000, $15,000, and $10,000, respectively. The Lead Director receives an annual retainer of $50,000. These retainers are paid 50% in cash and 50% in restricted stock.

Restricted stock awards vest in full after one year. Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of restricted stock must be reinvested in shares of common stock and held in the Director Deferred Compensation Plan until the shares of restricted stock are delivered to the former director.

Stock Based Compensation

Our long-term incentive compensation awards under our stock-based compensation plans primarily take the form of LTIP units, restricted stock units, and restricted stock. The substantial majority of these awards are market condition or performance-based, and are based on various market, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

income. LTIP units are a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. Participants are entitled to receive distributions on the awarded LTIP units, as defined, equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two class method of computing earnings per share. These are granted under The Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan.

The grant date fair values of any LTIP units that are market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the participant performs the required service period. The grant date fair values of the market-based awards are being amortized into expense over the performance period, which is the grant date through the date at which the awards, if earned, become vested. The expense of the performance-based award is recorded over the performance period, which is the grant date through the date at which the awards, if earned, become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods. The grant date fair values of any restricted stock unit awards are recognized as expense over the vesting period.

2019 LTIP Program. In 2019, the Compensation and Human Capital Committee established and granted awards under the 2019 LTIP Program. Awards under the 2019 LTIP Program will be considered earned if the respective performance conditions (based upon Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market condition (based on Relative TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. All of the earned LTIP units under the 2019 LTIP Program will vest on January 1, 2023. The 2019 LTIP Program provides that the amount earned of the performance-based portion of the awards is dependent on Simon’s performance compared to certain criteria and in March 2022, the Compensation and Human Capital Committee determined 72,442 performance based LTIP units under this program were earned as noted in the table below.

2020 LTI Program. In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share. One-third of these awards vested on January 1, 2022 and the remaining awards will vest ratably on January 1, 2023 and January 1, 2024. The grant date fair value of the awards of $26.3 million is being recognized as expense over the three-year vesting period.

2021 LTI Program. In 2021, the Compensation and Human Capital Committee established and granted awards under the 2021 LTI Program. Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2021 LTI Program will vest on January 1, 2025. The 2021 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at grant date of $18.4 million. As part of the 2021 LTI Program, the Compensation and Human Capital Committee also established a grant of 37,976 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $112.92 per share. These awards will vest, subject to the grantee's continued service, on March 1, 2024. The $4.3 million grant date fair value of these restricted stock unit awards is being recognized as expense over the three-year vesting period.

2022 LTI Program. In the first quarter of 2022, the Compensation and Human Capital Committee established and granted awards under a 2022 Long-Term Incentive Program, or 2022 LTI Program. Awards under the 2022 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2022 LTI Program will vest on January 1, 2026. The 2022 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at grant date of $20.6 million. As part of the 2022 LTI Program, on March 11, 2022 and March 18, 2022, the Compensation and Human Capital Committee also established grants of 52,673 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $130.05 and $130.84 per share. These awards will vest on March 11, 2025 and March 18, 2025. The $6.9 million grant date fair value of these restricted stock unit awards is being recognized as expense over the three-year vesting period.

The Compensation and Human Capital Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were determined by the Compensation and Human Capital Committee to have been earned, and the aggregate grant date fair value, are as follows:

						Grant Date Target Value	
				Grant Date Fair Value	of Performance-Based	
LTIP Program	LTIP Units Earned	of TSR Award	Awards	
2019 LTIP program		72,442		$9.5 million		$14.7 million	
2021 LTIP program	To be determined in 2024	$5.7 million	$12.2 million	
2022 LTIP program	To be determined in 2025	—	$13.7 million	

We recorded compensation expense, net of capitalization and forfeitures, related to LTIP programs of approximately $24.7 million, $24.8 million, and $1.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Restricted Stock and Restricted Stock Units. The 2019 plan also provides for shares of restricted stock to be granted to certain employees at no cost to those employees, subject to achievement of individual performance and certain financial and return-based performance measures established by the Compensation and Human Capital Committee related to the most recent year’s performance. Once granted, the shares of restricted stock then vest annually over a three-year or a four-year period (as defined in the award). The cost of restricted stock grants, which is based upon the stock’s fair market value on the grant date, is recognized as expense ratably over the vesting period. Through December 31, 2022 a total of 5,858,453 shares of restricted stock, net of forfeitures, have been awarded under the 1998 plan, and 769,912 shares of restricted stock and RSUs have been awarded under the 2019 plan.

Information regarding restricted stock awards is summarized in the following table for each of the years presented:

				For the Year Ended			
					December 31,				
			2022				2021			2020		
Shares of restricted stock awarded during the year, net of forfeitures			160,259				42,036			150,703		
Weighted average fair value of shares granted during the year	$	129.62	$	117.52		$	50.31		
Compensation expense, net of capitalization	$	9,583	$	8,817		$	10,305		

We also maintain a tax-qualified retirement 401(k) savings plan and offer no other post-retirement or post-employment benefits to our employees.

Exchange Rights

Simon

Limited partners in the Operating Partnership have the right to exchange all or any portion of their units for shares of common stock on a one-for-one basis or cash, as determined by Simon’s Board of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

stock at that time. At December 31, 2022, Simon had reserved 54,305,552 shares of common stock for possible issuance upon the exchange of units, stock options and Class B common stock.

The Operating Partnership

Limited partners have the right under the partnership agreement to exchange all or any portion of their units for shares of Simon common stock on a one-for-one basis or cash, as determined by Simon in its sole discretion. If Simon selects cash, Simon cannot cause the Operating Partnership to redeem the exchanged units for cash without contributing cash to the Operating Partnership as partners’ equity sufficient to effect the redemption. If sufficient cash is not contributed, Simon will be deemed to have elected to exchange the units for shares of Simon common stock. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common stock at that time. The number of shares of Simon’s common stock issued pursuant to the exercise of the exchange right will be the same as the number of units exchanged.

9. Lease Income

Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.

			For the Year Ended				
				December 31,				
		2022			2021				2020	
Fixed lease income	$	3,858,592		$	3,701,991			$	3,871,395	
Variable lease income		1,046,583			1,034,728				430,972	
Total lease income	$	4,905,175		$	4,736,719			$	4,302,367	

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $546.5 million and $568.7 million at December 31, 2022 and 2021, respectively.

Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of December 31, 2022, is as follows:

2023	$	3,068,299	
2024		2,498,364	
2025		2,009,998	
2026		1,574,836	
2027		1,234,707	
Thereafter		3,200,933	
	$	13,587,137	

10. Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

and the amount can be reasonably estimated.

Lease Commitments

As of December 31, 2022, we are subject to ground leases that cover all or a portion of 23 of our consolidated properties with termination dates extending through 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2023 to 2025. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows:

For the Year Ended

December 31,

			2022						2021				2020	
Operating Lease Cost														
Fixed lease cost	$	30,257	$	32,492		$	31,404	
Variable lease cost			17,593						15,454				13,270	
Sublease income			—						(705)				(746)	
Total operating lease cost		$	47,850					$	47,241			$	43,928	
												
				For the Year Ended		
						December 31,				
			2022						2021				2020	
Other Information														
Cash paid for amounts included in the measurement of lease liabilities														
Operating cash flows from operating leases	$	47,754	$	47,824		$	44,570	
												
Weighted-average remaining lease term - operating leases		32.7 years					33.6 years			34.4 years	
Weighted-average discount rate - operating leases			4.87%						4.87%				4.86%	

Future minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:

2023	$	33,163	
2024		30,716	
2025		30,727	
2026		30,740	
2027		30,770	
Thereafter		828,521	
	$	984,637	
Impact of discounting		(486,684)	
Operating lease liabilities	$	497,953	

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Insurance

We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage not provided by third-party carriers may be insured through our wholly-owned captive insurance company, or other financial arrangements controlled by us. If required, a third-party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier’s insurance policy with us. A similar insurance policy written either through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks.

We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could adversely affect our property values, revenues, consumer traffic and tenant sales.

Hurricane Impacts

During the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria. Since the date of the loss, we have received $84.0 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $48.3 million was used for property restoration and remediation and to reduce the insurance recovery receivable. During the years ended December 31, 2021 and 2020, we recorded $2.1 million and $5.2 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.

During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna. We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.0 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we recorded a $3.5 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

During the third quarter of 2020, one of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura. We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $27.5 million of insurance proceeds from third-party carriers. The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable. During the year ended December 31, 2021, we recorded a $17.5 million gain related to property insurance recovery of previously depreciated assets. This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of December 31, 2022 and 2021, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $128.0 million and $209.9 million, respectively. 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 have estimated fair values in excess of the guaranteed amount.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

Concentration of Credit Risk

Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic had a material negative impact on economic and market conditions around the world. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have at times imposed measures intended to control its spread, 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. As a result of the COVID-19 pandemic and these measures, the Company has experienced and may continue to experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments.

11.	Related Party Transactions Transactions with Affiliates
Our management company provides office space and legal, human resource administration, property specific financing and other support services to Melvin Simon & Associates, Inc., or MSA, a related party, for which we received a fee of $0.6 million in each of 2022, 2021 and 2020. In addition, pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs, we have managed since 1993 two shopping centers owned by entities in which David Simon and Herbert Simon have ownership interests, for which we received a fee of $3.8 million, $3.5 million, and $3.3 million in 2022, 2021, and 2020, respectively.

Transactions with Unconsolidated Joint Ventures

As described in Note 2, our management company provides management, insurance, and other services to certain unconsolidated joint ventures. Amounts received for such services were $112.1 million, $102.1 million, and $92.7 million in 2022, 2021, and 2020, respectively. During 2022, 2021, and 2020, we recorded development, royalty, and other fee income, net of elimination, related to our unconsolidated international joint ventures of $12.1 million, $12.4 million, and $13.1 million, respectively. The fees related to our international investments are included in other income in the accompanying consolidated statements of operations and comprehensive income. Neither MSA, David Simon, or Herb Simon have an ownership interest in any of our unconsolidated joint ventures, except through their ownership interests in the Company or the Operating Partnership.

We have investments in retailers including J.C. Penney and SPARC Group, and these retailers are lessees at certain of our operating properties. Lease income from the date of our investments in our consolidated statements of operations and comprehensive income related to these retailers was $83.8 million, $82.5 million, and $54.1 million for the years ended December 31, 2022, 2021, and 2020, respectively, net of elimination.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts

and where indicated as in millions or billions)

12. Quarterly Financial Data (Unaudited)

Quarterly 2022 and 2021 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.

		First			Second		Third			Fourth	
		Quarter			Quarter		Quarter			Quarter	
2022													
Total revenue	$	1,295,922	$	1,279,842		$	1,315,786	$	1,399,898		
Operating income before other items		620,391			626,761			652,196			684,205		
Consolidated net income		488,310			569,480			621,847			772,748		
Simon Property Group, Inc.													
Net income attributable to common stockholders	$	426,630	$	496,743		$	539,038	$	673,786		
Net income per share — Basic and Diluted	$	1.30	$	1.51		$	1.65	$	2.06		
Weighted average shares outstanding — Basic and													
Diluted		328,606,352			328,444,627			327,286,003			326,953,791		
Simon Property Group, L.P.													
Net income attributable to unitholders	$	487,993	$	568,289		$	616,918	$	771,195		
Net income per unit — Basic and Diluted	$	1.30	$	1.51		$	1.65	$	2.06		
Weighted average units outstanding — Basic and Diluted		375,870,183			375,754,363			374,589,771			374,257,136		
2021													
Total revenue	$	1,239,951	$	1,254,146		$	1,296,554	$	1,326,138		
Operating income before other items		604,612			604,723			612,324			591,533		
Consolidated net income		510,460			705,869			778,648			573,730		
Simon Property Group, Inc.													
Net income attributable to common stockholders	$	445,860	$	617,257		$	679,936	$	503,241		
Net income per share — Basic and Diluted	$	1.36	$	1.88		$	2.07	$	1.53		
Weighted average shares outstanding — Basic and													
Diluted		328,514,497			328,594,136			328,619,163			328,619,248		
Simon Property Group, L.P.													
Net income attributable to unitholders	$	510,085	$	706,087		$	777,740	$	575,596		
Net income per unit — Basic and Diluted	$	1.36	$	1.88		$	2.07	$	1.53		
Weighted average units outstanding — Basic and Diluted		375,836,653			375,875,290			375,882,318			375,872,212		

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.	Controls and Procedures

Simon

Management's Evaluation of Disclosure Controls and Procedures

Simon maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Simon’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of December 31, 2022. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, Simon’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Simon is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2022, Simon’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, 2022 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Simon's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, Simon's internal control over financial reporting.

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The Operating Partnership

Management's Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including Simon’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of December 31, 2022. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2022, the Operating Partnership’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2022 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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Item 9B.	Other Information

During the fourth quarter of the year covered by this Annual Report on Form 10-K, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002.

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Part III

Item 10.	Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.

Item 11.	Executive Compensation

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 13.	Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP (PCAOB ID: 42), or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made. We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating Partnership’s independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2022 and 2021, respectively:

	2022	2021	
Audit Fees (1)	$ 4,716,000		$ 5,444,000	
Audit Related Fees (2)	5,280,000	4,890,000	
Tax Fees (3)	464,000	276,000	
All Other Fees	—		—	

(1)	Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting and quarterly reviews for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities offerings, and varies based on our capital markets and transaction activity.

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(2)	Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements, services related to pre-implementation reviews of certain information technology applications, audit services related to our employee benefit plan, and due diligence services for our managed consolidated and joint venture entities and our consolidated non-managed entities. Our share of these Audit-Related Fees was approximately 60% and 57% for the years ended 2022 and 2021, respectively.

(3)	Tax Fees include fees for international and other tax consulting services, tax due diligence and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services. Our share of these Tax Fees was approximately 81% and 71% for 2022 and 2021, respectively.

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Part IV

Item 15. Exhibits and Financial Statement Schedules

																				Page No.	
(a)	(1)	Financial Statements		
		The following consolidated financial statements of Simon Property Group, Inc. and Simon		
			Property Group, L.P. are set forth in Part II, item 8.		
		Reports of Independent Registered Public Accounting Firm	79	
																					
		Consolidated Financial Statements of Simon Property Group, Inc.		
				Consolidated Balance Sheets as of December 31, 2022 and 2021		87	
				Consolidated Statements of Operations and Comprehensive Income for the years		
						ended December 31, 2022, 2021 and 2020		88	
																	
				Consolidated Statements of Cash Flows for the years ended December 31, 2022,		
						2021 and 2020			89	
				Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and		
			2020														90	
												
		Consolidated Financial Statements of Simon Property Group, L.P.		
				Consolidated Balance Sheets as of December 31, 2022 and 2021		92	
				Consolidated Statements of Operations and Comprehensive Income for the years		
						ended December 31, 2022, 2021 and 2020		93	
													
				Consolidated Statements of Cash Flows for the years ended December 31, 2022,		
						2021 and 2020			94	
				Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and		
			2020														95	
												
		Notes to Consolidated Financial Statements		97	
	(2)	Financial Statement Schedule		
		Simon Property Group, Inc. and Simon Property Group, L.P. Schedule III — Schedule of		
			Real Estate and Accumulated Depreciation		148	
								
		Notes to Schedule III	154	
						
		Other financial statement schedules are omitted because they are not applicable or the		
			required information is shown in the financial statements or notes thereto.		
	(3)	Exhibits		
		The Exhibit Index attached hereto is hereby incorporated by reference to this Item.	140	

Item 16. Form 10-K Summary

None.

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Exhibits

2.1

EXHIBIT INDEX

Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 29, 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 Appendix A of Simon Property Group, Inc.’s Proxy Statement on Schedule 14A filed March 27, 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% Series J Cumulative Redeemable Preferred

Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 20, 2004).

3.4	Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 15, 2014).

3.5	Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 31, 2003).

3.6	Eighth Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. dated as of May 8, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 9, 2008).

3.7	Certificate of Designation of Series B Junior Participating Redeemable Preferred Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Quarterly Report on Form 10- Q filed August 8, 2014).

3.8	Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.4 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 16, 2007).

3.9	Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 8, 2009).

4.1(a)Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 of Simon Property Group, L.P.'s Registration Statement on Form S-3 filed October 21, 1996 (Reg. No. 333-11491)).

4.2	Description of Each Registrant’s 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 March 1, 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 Exhibit 9.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).

9.2	Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).

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Exhibits

10.1	Form of the Indemnity Agreement between Simon Property Group, Inc. and its directors and officers (incorporated by reference to Exhibit 10.7 of Simon Property Group, Inc.’s Form S-4 filed August 13, 1998 (Reg. No. 333-61399)).

10.2	Registration Rights Agreement, dated as of September 24, 1998, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 9, 1998).

10.3	Registration Rights Agreement, dated as of August 27, 1999, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).

10.4	Registration Rights Agreement, dated as of November 14, 1997, by and between O’Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).

10.5*

10.6*

Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 10, 2014).

Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 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 Exhibit 10.9 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 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 Exhibit 10.10 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).

10.9*	Employment Agreement between Simon Property Group, Inc. and David Simon effective as of July 6, 2011 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

10.10*	First Amendment to Employment Agreement between Simon Property Group, Inc. and David Simon, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

10.11*

10.12*

10.13*

10.14*

Non-Qualified Deferred Compensation Plan dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).

Amendment — 2008 Performance Based-Restricted Stock Agreement dated as of March 6, 2009 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).

Certificate of Designation of Series 2010 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.'s Current Report on Form 8-K filed March 19, 2010).

Form of Series 2010 LTIP Unit (Three Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

10.15*	Form of Series 2010 LTIP Unit (Two Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

10.16*	Form of Series 2010 LTIP Unit (One Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

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Exhibits

10.17*

10.18*

10.19*

Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).

Simon Property Group Series CEO LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

First Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement dated as of December 22, 2011 (incorporated by reference to Exhibit 10.24 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2012).

10.20*	Second Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

10.21*	Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement, dated as of December 31, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed January 2, 2014).

10.22*

10.23*

10.24*

10.25*

Certificate of Designation of Series 2011 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).

Form of Simon Property Group Series 2011 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.6 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).

Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 11, 2012).

Amended and Restated Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).

10.26*

10.27*

10.28*

10.29*

10.30*

10.31*

10.32*

10.33*

Form of Simon Property Group Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 8, 2012).

Simon Property Group Amended and Restated Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

Certificate of Designation of Series 2013 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 10, 2013).

Form of Simon Property Group Series 2013 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).

Form of Simon Property Group Executive Officer LTIP Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

Simon Property Group CEO LTIP Unit Adjustment Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).

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).

Certificate of Designation of Series 2014 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).

10.34	Amended and Restated $2,750,000,000 Credit Agreement dated as of March 2, 2015 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.’s Current Report on Form 8-K filed March 3, 2015).

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Exhibits

10.35*	Form of Simon Property Group Series 2015 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).

10.36*	Certificate of Designation of Series 2015 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).

10.37*	Form of Simon Property Group Series 2016 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).

10.38*	Form of Certificate of Designation of Series 2016 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 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 Series 2018 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).

10.43*	Form of Certificate of Designation of Series 2018 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).

10.44*

10.45*

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).

Form of Simon Property Group Series 2019 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).

10.46*	Form of Certificate of Designation of Series 2019 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).

10.47	Second Amended 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 (incorporated by reference to Exhibit 10.48 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 25, 2021).

10.49*	Form of Simon Property Group Series 2021 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021).

10.50*	Form of Certificate of Designation of Series 2021 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021).

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Exhibits														
10.51	Second Amended and Restated $3,500,000,000 Credit Agreement dated as of October 26, 2021 (incorporated by		
	reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed October 28, 2021).			
10.52	Amendment No. 1 to Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of November 4,		
	2021 (incorporated by reference to Exhibit 10.52 of Simon Property Group, Inc.’s and Simon Property Group L.P.’s		
	Annual Report on Form 10-K filed February 24, 2022).			
10.53*	Simon Property Group, Inc., 2022 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Simon		
	Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended		
	March 31, 2022 filed on May 9, 2022).			
10.54*	Form of Simon Property Group Series 2022 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2		
	of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter		
	ended March 31, 2022 filed on May 9, 2022).			
10.55*	Form of Certificate of Designation of Series 2022 LTIP Units of Simon Property Group, L.P. (incorporated by		
	reference to Exhibit 10.3 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on		
	Form 10-Q for the quarter ended March 31, 2022 filed on May 9, 2022).			
10.56*	Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property		
	Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31,		
	2022 filed on May 9, 2022).			
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 & Young LLP.			
23.2							
	Simon Property Group, L.P. — Consent of Ernst & Young LLP.			
31.1	Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the		
	Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		
31.2					
	Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the		
	Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		
31.3					
	Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the		
	Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		
31.4					
	Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the		
	Securities Exchange Act of 1934, as adopted pursuant to Section 302 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		
	18 U.S.C. Section 1350, as adopted pursuant to Section 906 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		
	18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		
				
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL		
	tags are embedded within the Inline XBRL document.		
101.SCH	Inline XBRL Taxonomy Extension Schema Document		
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document		
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document		

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Exhibits

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104	Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

(a)	Does not include supplemental indentures that authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission.

*	Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIMON PROPERTY GROUP, INC.

By	/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief

Executive Officer and President

Date: February 23, 2023

SIMON PROPERTY GROUP, L.P.

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief Executive

Officer and President of Simon Property Group, Inc.,

General Partner

Date: February 23, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Simon Property Group, Inc., for itself and in its capacity as General Partner of Simon Property Group, L.P., and in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ DAVID SIMON

David Simon

/s/ HERBERT SIMON

Herbert Simon

/s/ RICHARD S. SOKOLOV Richard S. Sokolov

/s/ LARRY C. GLASSCOCK Larry C. Glasscock

/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz

/s/ J. ALBERT SMITH, JR.

J. Albert Smith, Jr.

/s/ KAREN N. HORN

Karen N. Horn

/s/ ALLAN HUBBARD

Allan Hubbard

/s/ DANIEL C. SMITH

Daniel C. Smith

Chairman of the Board of Directors, Chief	February 23, 2023		
Executive Officer (Principal Executive			
Officer) and President			
Chairman Emeritus and Director	February 23, 2023		
Vice Chairman and Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		

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Signature

/s/ GARY M. RODKIN

Gary M. Rodkin

/s/ GLYN F. AEPPEL

Glyn F. Aeppel

/s/ STEFAN M. SELIG

Stefan M. Selig

/s/ MARTA R. STEWART

Marta R. Stewart

/s/ PEGGY F. ROE

Peggy F. Roe

/s/ BRIAN J. MCDADE

Brian J. McDade

/s/ ADAM J. REUILLE

Adam J. Reuille

Capacity		Date		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Director	February 23, 2023		
Executive Vice President and Chief			
Financial Officer (Principal Financial	February 23, 2023		
Officer)			
Senior Vice President and Chief	February 23, 2023		
Accounting Officer (Principal Accounting			
Officer)			

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SCHEDULE III

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

														Cost Capitalized																
														Subsequent to		Gross Amounts At Which					Date of			
								Initial Cost (3)		Acquisition (3)		Carried At Close of Period				Construction			
										Buildings and					Buildings and					Buildings and					Accumulated		or			
Name		Location	Encumbrances (6)		Land	Improvements		Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)		Acquisition			
	Malls																																	
	Barton Creek	Austin, TX																															
Square			$	—	$  2,903	$	20,929		$  7,983	$	99,476		$ 10,886	$	120,405		$  131,291	$	71,152	1981			
	Battlefield	Springfield, MO																															
	Mall					—	3,919			27,231		3,000			74,037		6,919			101,268		108,187			76,934	1970			
	Bay Park	Green Bay, WI																															
Square					—	6,278			25,623		4,106			30,618		10,384			56,241		66,625			35,700	1980			
	Brea Mall	Brea (Los																															
		Angeles), CA			—	39,500			209,202		2,993			85,111		42,493			294,313		336,806			173,612	1998	(4)	
	Broadway	Tyler, TX																															
Square					—	11,306			32,431			—			52,306		11,306			84,737		96,043			45,488	1994	(4)	
	Burlington	Burlington																															
	Mall	(Boston), MA			—	46,600			303,618		27,458			264,439		74,058			568,057		642,115			279,954	1998	(4)	
	Castleton	Indianapolis, IN																															
Square					—	26,250			98,287		7,434			79,280		33,684			177,567		211,251			130,761	1972			
	Cielo Vista	El Paso, TX																															
	Mall					—	1,005			15,262		608			58,850		1,613			74,112		75,725			53,194	1974			
	College Mall	Bloomington, IN			—	1,003			16,245		720			70,259		1,723			86,504		88,227			52,189	1965			
	Columbia	Kennewick, WA																															
	Center					—	17,441			66,580			—			46,061		17,441			112,641		130,082			70,410	1987			
	Copley Place	Boston, MA			—		—			378,045			—			199,240			—			577,285		577,285			290,117	2002	(4)	
	Coral Square	Coral Springs																															
		(Miami), FL			—	12,282			93,630			—			20,939		12,282			114,569		126,851			92,780	1984			
	Cordova Mall	Pensacola, FL			—	18,626			73,091		7,321			72,858		25,947			145,949		171,896			89,398	1998	(4)	
	Domain, The	Austin, TX			210,000	40,436			197,010			—			158,512		40,436			355,522		395,958			198,288	2005			
	Empire Mall	Sioux Falls, SD			176,974	35,998			192,186			—			34,503		35,998			226,689		262,687			83,868	1998	(5)	
	Fashion Mall	Indianapolis, IN																															
	at Keystone,																																	
	The					—		—			120,579		29,145			119,620		29,145			240,199		269,344			147,069	1997	(4)	
	Firewheel	Garland (Dallas),																															
Town Center	TX			—	8,438			82,716			—			31,697		8,438			114,413		122,851			70,476	2004			
	Forum Shops	Las Vegas, NV																															
	at Caesars,																																	
	The					—		—			276,567			—			298,134			—			574,701		574,701			328,535	1992			
	Greenwood	Greenwood																															
Park Mall	(Indianapolis), IN			—	2,423			23,445		5,253			125,190		7,676			148,635		156,311			98,393	1979			
	Haywood	Greenville, SC																															
	Mall					—	11,585			133,893		6			47,688		11,591			181,581		193,172			122,689	1998	(4)	
	King of	King of Prussia																															
Prussia	(Philadelphia),																															
		PA			—	175,063			1,128,236			—			425,373		175,063			1,553,609		1,728,672			569,204	2003	(5)	
	La Plaza	McAllen, TX																															
	Mall					—	87,912			9,828		6,569			187,169		94,481			196,997		291,478			62,054	1976			
	Lakeline Mall	Cedar Park																															
		(Austin), TX			—	10,088			81,568		14			24,070		10,102			105,638		115,740			69,976	1995			
	Lenox	Atlanta, GA																															
	Square					—	37,447			492,411			—			151,495		37,447			643,906		681,353			409,736	1998	(4)	
	Mall of	Buford (Atlanta),																															
Georgia	GA			—	47,492			326,633			—			14,648		47,492			341,281		388,773			218,406	1999	(5)	
	McCain Mall	N. Little Rock,																															
		AR			—		—			9,515		10,142			29,293		10,142			38,808		48,950			19,990	1973			
	Menlo Park	Edison (New																															
Mall	York), NJ			—	65,684			223,252			—			92,628		65,684			315,880		381,564			207,511	1997	(4)	
	Midland Park	Midland, TX																															
	Mall					—	687			9,213		1,196			42,929		1,883			52,142		54,025			24,232	1980			
	Miller Hill	Duluth, MN																															
Mall					—	2,965			18,092		1,811			43,580		4,776			61,672		66,448			48,055	1973			
	North East	Hurst (Dallas),																															
	Mall	TX			—	128			12,966		19,010			129,458		19,138			142,424		161,562			108,694	1971			
	Ocean	Toms River (New																															
County Mall	York), NJ			—	20,404			124,945		3,277			88,119		23,681			213,064		236,745			115,269	1998	(4)	
	Orland	Orland Park																															
	Square	(Chicago), IL			—	35,439			129,906			—			81,221		35,439			211,127		246,566			130,503	1997	(4)	
	Oxford Valley	Langhorne																															
Mall	(Philadelphia),																															
		PA			23,109	18,355			100,287			—			19,706		18,355			119,993		138,348			89,269	2003	(4)	
	Penn Square	Oklahoma City,																															
	Mall	OK			310,000	2,043			155,958			—			63,163		2,043			219,121		221,164			149,853	2002	(4)	

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Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

														Cost Capitalized																
														Subsequent to		Gross Amounts At Which					Date of			
								Initial Cost (3)		Acquisition (3)		Carried At Close of Period				Construction			
										Buildings and					Buildings and					Buildings and					Accumulated		or			
Name		Location	Encumbrances (6)		Land	Improvements		Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)		Acquisition			
	Pheasant		Nashua, NH																															
Lane Mall			$	—	$  3,902	$	155,068		$   550	$	51,969		$  4,452	$	207,037		$  211,489	$	128,851	2004	(5)		
	Phipps Plaza	Atlanta, GA			—	15,005			210,610			—			266,743		15,005			477,353		492,358			190,110	1998	(4)		
	Plaza Carolina	Carolina (San																															
		Juan), PR			225,000	15,493			279,560			—			81,174		15,493			360,734		376,227			193,404	2004	(4)		
	Prien Lake	Lake Charles, LA																															
	Mall					—	1,842			2,813		3,053			69,272		4,895			72,085		76,980			31,107	1972			
	Rockaway	Rockaway (New																															
Townsquare	York), NJ			—	41,918			212,257			—			73,502		41,918			285,759		327,677			176,651	1998	(4)		
	Roosevelt	Garden City (New																															
	Field	York), NY			—	163,160			702,008		1,246			379,764		164,406			1,081,772		1,246,178			601,111	1998	(4)		
	Ross Park	Pittsburgh, PA																															
Mall					—	23,541			90,203		5,815			132,564		29,356			222,767		252,123			143,279	1986			
	Santa Rosa	Santa Rosa, CA																															
	Plaza					—	10,400			87,864			—			27,609		10,400			115,473		125,873			73,545	1998	(4)		
	Shops at	Chestnut Hill																															
Chestnut Hill,	(Boston), MA																															
The					120,000	449			25,102		38,864			106,476		39,313			131,578		170,891			52,332	2002	(5)		
	Shops at	Nanuet, NY																															
	Nanuet, The					—	28,125			142,860			—			8,213		28,125			151,073		179,198			52,197	2013			
	Shops at	Hackensack																															
Riverside, The	(New York), NJ			—	13,521			238,746			—			266,760		13,521			505,506		519,027			137,209	2007	(4) (5)		
	South Hills	Pittsburgh, PA																															
	Village					—	23,445			125,840		1,472			91,381		24,917			217,221		242,138			121,075	1997	(4)		
	South Shore	Braintree																															
Plaza	(Boston), MA			—	101,200			301,495		1,972			165,796		103,172			467,291		570,463			295,152	1998	(4)		
	Southdale Mall	Edina																															
		(Minneapolis),																															
		MN			—	41,430			184,967			—			84,587		41,430			269,554		310,984			84,297	2007	(4) (5)		
	SouthPark	Charlotte, NC			—	42,092			188,055		100			220,434		42,192			408,489		450,681			248,104	2002	(4)		
	St. Charles	Waldorf																															
	Towne Center	(Washington,																															
		DC), MD			—	7,710			52,934		1,180			27,436		8,890			80,370		89,260			64,589	1990			
	Stanford	Palo Alto (San																															
Shopping	Jose), CA																															
Center					—		—			339,537			—			209,906			—			549,443		549,443			246,596	2003	(4)		
	Summit Mall	Akron, OH			85,000	15,374			51,137			—			55,830		15,374			106,967		122,341			71,924	1965			
	Tacoma Mall	Tacoma (Seattle),																															
		WA			—	37,113			125,826			—			178,479		37,113			304,305		341,418			164,784	1987			
	Tippecanoe	Lafayette, IN																															
	Mall					—	2,897			8,439		5,517			49,477		8,414			57,916		66,330			46,026	1973			
	Town Center	Boca Raton																															
at Boca Raton	(Miami), FL			—	64,200			307,317			—			256,935		64,200			564,252		628,452			341,902	1998	(4)		
	Towne East	Wichita, KS																															
	Square					—	8,024			18,479		4,108			60,066		12,132			78,545		90,677			48,830	1975			
	Treasure	Jensen Beach,																															
Coast Square	FL			—	10,750			72,990		3,067			27,229		13,817			100,219		114,036			69,695	1987			
	Tyrone Square	St. Petersburg																															
		(Tampa), FL			—	15,638			120,962		1,459			50,657		17,097			171,619		188,716			122,388	1972			
	University	Mishawaka, IN																															
Park Mall					—	10,762			118,164		7,000			58,825		17,762			176,989		194,751			150,567	1996	(4)		
	Walt Whitman	Huntington																															
	Shops	Station (New																															
		York), NY			—	51,700			111,258		3,789			138,245		55,489			249,503		304,992			145,033	1998	(4)		
	White Oaks	Springfield, IL																															
Mall					40,191	2,907			35,692		2,468			68,119		5,375			103,811		109,186			64,640	1977			
	Wolfchase	Memphis, TN																															
	Galleria					155,152	16,407			128,276			—			17,550		16,407			145,826		162,233			106,449	2002	(4)		
	Woodland	Tulsa, OK																															
Hills Mall					—	34,211			187,123		13,811			46,363		48,022			233,486		281,508			160,791	2004	(5)		
																																		
	Premium																																	
Outlets																																	
	Albertville	Albertville																															
	Premium	(Minneapolis),																															
	Outlets	MN			—	3,900			97,059			—			9,653		3,900			106,712		110,612			58,945	2004	(4)		

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Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

															Cost Capitalized															
															Subsequent to		Gross Amounts At Which					Date of		
								Initial Cost (3)			Acquisition (3)		Carried At Close of Period				Construction		
										Buildings and						Buildings and					Buildings and					Accumulated		or		
Name		Location	Encumbrances (6)		Land	Improvements			Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)		Acquisition		
	Allen		Allen (Dallas), TX																															
Premium																																	
Outlets			$	—	$ 20,932	$	69,788		$	—	$	44,310		$ 20,932	$	114,098		$ 135,030	$	43,412	2004	(4)	
	Aurora Farms	Aurora (Cleveland), OH																															
	Premium																																	
	Outlets					—	2,370			24,326				—			9,363		2,370			33,689		36,059			26,001	2004	(4)	
	Birch Run	Birch Run (Detroit), MI																															
Premium																																	
Outlets					123,000	11,477			77,856				—			8,785		11,477			86,641		98,118			42,560	2010	(4)	
	Camarillo	Camarillo (Los Angeles),																															
	Premium	CA																															
	Outlets					—	16,599			224,721				395			76,461		16,994			301,182		318,176			165,120	2004	(4)	
	Carlsbad	Carlsbad (San Diego),																															
Premium	CA																															
Outlets					—	12,890			184,990				96			11,086		12,986			196,076		209,062			98,511	2004	(4)	
	Carolina	Smithfield (Raleigh), NC																															
	Premium																																	
	Outlets					—	3,175			59,863				5,311			8,149		8,486			68,012		76,498			40,891	2004	(4)	
	Chicago	Aurora (Chicago), IL																															
Premium																																	
Outlets					—	659			118,005				13,050			97,030		13,709			215,035		228,744			94,851	2004	(4)	
	Cincinnati	Monroe (Cincinnati), OH																															
	Premium																																	
	Outlets					—	14,117			71,520				—			3,843		14,117			75,363		89,480			40,069	2008		
	Clinton	Clinton, CT																															
Crossing																																	
Premium																																	
Outlets					—	2,060			107,556				1,532			6,970		3,592			114,526		118,118			68,416	2004	(4)	
	Denver	Thornton (Denver), CO																															
	Premium																																	
	Outlets					—	10,779			45,335				10			73,942		10,789			119,277		130,066			23,899	2018		
	Desert Hills	Cabazon (Palm																															
Premium	Springs), CA																															
Outlets					—	3,440			338,679				—			115,793		3,440			454,472		457,912			213,075	2004	(4)	
	Ellenton	Ellenton (Tampa), FL																															
	Premium																																	
	Outlets					178,000	15,807			182,412				—			8,578		15,807			190,990		206,797			125,341	2010	(4)	
	Folsom	Folsom (Sacramento),																															
Premium	CA																															
Outlets					—	9,060			50,281				—			6,477		9,060			56,758		65,818			35,713	2004	(4)	
	Gilroy	Gilroy (San Jose), CA																															
	Premium																																	
	Outlets					—	9,630			194,122				—			17,044		9,630			211,166		220,796			115,388	2004	(4)	
	Gloucester	Blackwood, NJ																															
Premium																																	
Outlets					85,054	14,389			107,685				—			153		14,389			107,838		122,227			28,589	2015	(5)	
	Grand Prairie	Grand Prairie (Dallas),																															
	Premium	TX																															
	Outlets					—	9,497			194,245				—			1,332		9,497			195,577		205,074			67,362	2012		
	Grove City	Grove City (Pittsburgh),																															
Premium	PA																															
Outlets					140,000	6,421			121,880				—			9,932		6,421			131,812		138,233			85,007	2010	(4)	
	Gulfport	Gulfport, MS																															
	Premium																																	
	Outlets					50,000		—			27,949				—			8,215			—			36,164		36,164			20,627	2010	(4)	
	Hagerstown	Hagerstown																															
Premium	(Baltimore/Washington,																															
Outlets	DC), MD			70,430	3,560			85,883				—			1,690		3,560			87,573		91,133			45,565	2010	(4)	
	Houston	Cypress (Houston), TX																															
	Premium																																	
	Outlets					—	8,695			69,350				—			42,986		8,695			112,336		121,031			61,726	2007		
	Indiana	Edinburgh																															
Premium	(Indianapolis), IN																															
Outlets					—	2,857			47,309				—			20,840		2,857			68,149		71,006			39,528	2004	(4)	
	Jackson	Jackson (New York), NJ																															
	Premium																																	
	Outlets					—	6,413			104,013				3			8,133		6,416			112,146		118,562			57,955	2004	(4)	

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Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

															Cost Capitalized															
															Subsequent to		Gross Amounts At Which					Date of		
								Initial Cost (3)			Acquisition (3)		Carried At Close of Period				Construction		
										Buildings and						Buildings and					Buildings and					Accumulated		or		
Name		Location	Encumbrances (6)		Land	Improvements			Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)		Acquisition		
	Jersey Shore		Tinton Falls (New																															
Premium Outlets	York), NJ	$	—	$ 15,390	$	50,979		$	—	$	79,970		$ 15,390	$	130,949		$ 146,339	$	75,410	2007		
	Johnson Creek	Johnson Creek, WI																															
	Premium Outlets					—	2,800			39,546				—			7,462		2,800			47,008		49,808			25,817	2004	(4)	
	Kittery Premium	Kittery, ME																															
Outlets					—	11,832			94,994				—			11,786		11,832			106,780		118,612			52,721	2004	(4)	
	Las Americas	San Diego, CA																															
	Premium Outlets					—	45,168			251,878				—			12,562		45,168			264,440		309,608			117,971	2007	(4)	
	Las Vegas North	Las Vegas, NV																															
Premium Outlets					—	25,435			134,973				16,536			151,175		41,971			286,148		328,119			151,504	2004	(4)	
	Las Vegas	Las Vegas, NV																															
	South Premium																																	
	Outlets					—	13,085			160,777				—			32,331		13,085			193,108		206,193			96,980	2004	(4)	
	Lee Premium	Lee, MA																															
Outlets					47,480	9,167			52,212				—			5,032		9,167			57,244		66,411			35,216	2010	(4)	
	Leesburg	Leesburg																															
	Corner Premium	(Washington, DC),																															
	Outlets	VA			—	7,190			162,023				—			23,110		7,190			185,133		192,323			97,510	2004	(4)	
	Lighthouse	Michigan City																															
Place Premium	(Chicago, IL), IN																															
Outlets					—	6,630			94,138				—			13,395		6,630			107,533		114,163			64,427	2004	(4)	
	Merrimack	Merrimack, NH																															
	Premium Outlets					—	14,975			118,428				—			2,357		14,975			120,785		135,760			51,702	2012		
	Napa Premium	Napa, CA																															
Outlets					—	11,400			45,023				—			7,626		11,400			52,649		64,049			30,812	2004	(4)	
	North Bend	North Bend																															
	Premium Outlets	(Seattle), WA			—	2,143			36,197				—			5,209		2,143			41,406		43,549			21,911	2004	(4)	
	North Georgia	Dawsonville																															
Premium Outlets	(Atlanta), GA			—	4,300			137,020				—			2,048		4,300			139,068		143,368			73,213	2004	(4)	
	Orlando	Orlando, FL																															
	International																																	
	Premium Outlets					—	31,998			472,815				—			19,475		31,998			492,290		524,288			214,107	2010	(4)	
	Orlando	Orlando, FL																															
Vineland																																	
Premium Outlets					—	14,040			382,949				36,023			26,484		50,063			409,433		459,496			203,390	2004	(4)	
	Petaluma Village	Petaluma (San																															
	Premium Outlets	Francisco), CA			—	13,322			13,710				—			3,434		13,322			17,144		30,466			11,469	2004	(4)	
	Philadelphia	Limerick																															
Premium Outlets	(Philadelphia), PA			—	16,676			105,249				—			25,411		16,676			130,660		147,336			81,825	2006		
	Phoenix	Chandler (Phoenix),																															
	Premium Outlets	AZ			—		—			63,082				—			569			—			63,651		63,651			28,604	2013		
	Pismo Beach	Pismo Beach, CA																															
Premium Outlets					32,124	4,317			19,044				—			3,329		4,317			22,373		26,690			15,087	2010	(4)	
	Pleasant Prairie	Pleasant Prairie																															
	Premium Outlets	(Chicago,																															
		IL/Milwaukee), WI			145,000	16,823			126,686				—			8,736		16,823			135,422		152,245			64,986	2010	(4)	
	Puerto Rico	Barceloneta, PR																															
Premium Outlets					160,000	20,586			114,021				—			9,146		20,586			123,167		143,753			59,184	2010	(4)	
	Queenstown	Queenstown																															
	Premium Outlets	(Baltimore), MD			56,432	8,129			61,950				—			5,463		8,129			67,413		75,542			33,658	2010	(4)	
	Rio Grande	Mercedes																															
Valley Premium	(McAllen), TX																															
Outlets					—	12,229			41,547				—			27,130		12,229			68,677		80,906			44,789	2005		
	Round Rock	Round Rock																															
	Premium Outlets	(Austin), TX			—	13,485			82,252				—			5,510		13,485			87,762		101,247			56,850	2005		

151

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

														Cost Capitalized																		
														Subsequent to		Gross Amounts At Which					Date of					
								Initial Cost (3)		Acquisition (3)		Carried At Close of Period				Construction					
										Buildings and					Buildings and					Buildings and					Accumulated		or					
Name		Location	Encumbrances (6)		Land	Improvements		Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)		Acquisition					
	San		Livermore (San																																	
Francisco	Francisco), CA																																	
Premium																																			
Outlets			$	—	$ 21,925	$	308,694		$ 46,177	$	75,086		$ 68,102	$	383,780		$  451,882	$	122,532	2012					
	San Marcos	San Marcos																																	
	Premium	(Austin/San																																	
	Outlets	Antonio), TX			—	13,180			287,179			—			20,474		13,180			307,653		320,833			136,166	2010	(4)			
	Seattle	Tulalip																																	
Premium	(Seattle), WA																																	
Outlets					—		—			103,722			—			55,814			—			159,536		159,536			85,199	2004	(4)			
	St. Augustine	St. Augustine																																	
	Premium	(Jacksonville),																																	
	Outlets	FL			—	6,090			57,670		2			15,333		6,092			73,003		79,095			41,368	2004	(4)			
	Tampa	Lutz (Tampa),																																	
Premium	FL																																	
Outlets					—	14,298			97,188		121			5,174		14,419			102,362		116,781			30,385	2015					
	The	Tannersville, PA																																	
	Crossings																																			
	Premium																																			
	Outlets					—	7,720			172,931			—			19,724		7,720			192,655		200,375			98,720	2004	(4)			
	Tucson	Marana																																	
Premium	(Tucson), AZ																																	
Outlets					—	12,508			69,677			—			4,710		12,508			74,387		86,895			21,786	2015					
	Vacaville	Vacaville, CA																																	
	Premium																																			
	Outlets					—	9,420			84,850			—			18,873		9,420			103,723		113,143			61,181	2004	(4)			
	Waikele	Waipahu																																	
Premium	(Honolulu), HI																																	
Outlets					—	22,630			77,316			—			19,799		22,630			97,115		119,745			53,428	2004	(4)			
	Waterloo	Waterloo, NY																																	
	Premium																																			
	Outlets					—	3,230			75,277			—			15,100		3,230			90,377		93,607			52,247	2004	(4)			
	Williamsburg	Williamsburg,																																	
Premium	VA																																	
Outlets					185,000	10,323			223,789			—			9,377		10,323			233,166		243,489			102,609	2010	(4)			
	Woodburn	Woodburn																																	
	Premium	(Portland), OR																																	
	Outlets					—	9,414			150,414			—			3,579		9,414			153,993		163,407			55,767	2013	(4)			
	Woodbury	Central Valley																																	
Common	(New York), NY																																	
Premium																																			
Outlets					—	11,010			862,559		1,779			276,348		12,789			1,138,907		1,151,696			511,320	2004	(4)			
	Wrentham	Wrentham																																	
	Village	(Boston), MA																																	
	Premium																																			
	Outlets					—	4,900			282,031			—			52,369		4,900			334,400		339,300			164,647	2004	(4)			
																																				
	The Mills																																			
	Arizona Mills	Tempe																																	
		(Phoenix), AZ			97,775	41,285			297,289			—			15,200		41,285			312,489		353,774			95,928	2007	(4)	(5)		
	Great Mall	Milpitas (San																																	
		Jose), CA			—	69,853			463,101			—			61,938		69,853			525,039		594,892			193,404	2007	(4)	(5)		
	Gurnee Mills	Gurnee																																	
		(Chicago), IL			257,710	41,133			297,911			—			32,630		41,133			330,541		371,674			124,874	2007	(4)	(5)		
	Mills at	Elizabeth, NJ																																	
	Jersey																																			
	Gardens, The					—	120,417			865,605			—			23,872		120,417			889,477		1,009,894			259,860	2015	(4)			
	Opry Mills	Nashville, TN			375,000	51,000			327,503			—			22,928		51,000			350,431		401,431			122,261	2007	(4)	(5)		
	Outlets at	Orange (Los																																	
	Orange, The	Angeles), CA			215,000	64,973			211,322			—			4,890		64,973			216,212		281,185			33,960	2007	(4)	(5)		
	Potomac	Woodbridge																																	
Mills	(Washington,																																	
		DC), VA			416,000	61,608			425,370			—			39,420		61,608			464,790		526,398			180,509	2007	(4)	(5)		
	Sawgrass	Sunrise																																	
	Mills	(Miami), FL			—	192,981			1,641,153		5,395			234,488		198,376			1,875,641		2,074,017			654,797	2007	(4)	(5)		
																																				
	Designer																																			
	Outlets																																			
	La Reggia	Marcianise																																	
Designer	(Naples), Italy																																	
Outlet					171,255	37,220			233,179			—			40,717		37,220			273,896		311,116			72,822	2013	(4)	(5) (7)		
	Noventa Di	Venice, Italy																																	
	Piave																																			
	Designer																																			
	Outlet					297,121	38,793			309,283			—			75,765		38,793			385,048		423,841			90,117	2013	(4)	(5) (7)		

152

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2022

(Dollars in thousands)

														Cost Capitalized																	
														Subsequent to		Gross Amounts At Which				Date of			
								Initial Cost (3)		Acquisition (3)		Carried At Close of Period				Construction			
										Buildings and					Buildings and					Buildings and					Accumulated	or			
Name	Location	Encumbrances (6)		Land	Improvements		Land	Improvements		Land	Improvements		Total (1)	Depreciation (2)	Acquisition			
Ochtrup		Ochtrup, Germany																																	
Designer																																		
Outlet			$	53,517		$	11,770		$	98,276		$	—	$	—	$	11,770		$	98,276		$	110,046		$	12,478		2016		(4)	(5) (7)	
Parndorf	Vienna, Austria																																
Designer																																		
Outlet				195,869			14,903			223,156			—		9,698			14,903			232,854			247,757			68,785		2013		(4)	(5) (7)	
Provence	Provence, France																																
Designer																																		
Outlet				101,405			41,321			80,199			6,169			—		47,490			80,199			127,689			37,182		2017		(4)	(5) (7)	
Roermond	Roermond,																																
Designer	Netherlands																																
Outlet				246,178			15,035			400,094			—		18,916			15,035			419,010			434,045			127,159		2013		(4)	(5) (7)	
Roosendaal	Roosendaal,																																
Designer	Netherlands																																
Outlet				63,820			22,191			108,069			—		8,770			22,191			116,839			139,030			33,580		2017		(4)	(5) (7)	
																																			
Lifestyle																																		
Centers																																		
ABQ	Albuquerque, NM																																
Uptown				—		6,374			75,333			4,054			10,140			10,428			85,473			95,901			36,053		2011		(4)		
Northgate	Seattle, WA																																
Station				—		23,610			115,992			13,557			104,529			37,167			220,521			257,688			60,743		1987				
University	Fort Worth, TX																																
Park Village				52,352			18,031			100,523			—		9,245			18,031			109,768			127,799			30,500		2015		(4)		

Other																																		
Properties																																		
Calhoun	Calhoun, GA																																
Marketplace				17,146			1,745			12,529			—		2,139			1,745			14,668			16,413			11,396		2010		(4)		
Florida Keys	Florida City, FL																																
Outlet																																		
Center				17,000			1,112			1,748			—		5,855			1,112			7,603			8,715			4,313		2010		(4)		
Gaffney	Gaffney																																
Marketplace	(Greenville/Charlotte),																																
		SC		27,696			4,056			32,371			—		6,259			4,056			38,630			42,686			24,201		2010		(4)		
Orlando	Orlando, FL																																
Outlet																																		
Marketplace				—		3,367			1,557			—		4,334			3,367			5,891			9,258			3,370		2010		(4)		
Osage	Osage Beach, MO																																
Beach																																		
Marketplace				—		1,397			8,874			—		16			1,397			8,890			10,287			2,666		2004		(4)		
Southridge	Greendale																																
Mall	(Milwaukee), WI		112,087			12,359			130,111			1,939			12,244			14,298			142,355			156,653			64,232		2007		(4)	(5)	

Other pre-																																		
development																																		
costs				109,458			102,451			374,062			959			—		103,410			374,062			477,472			1,882						
Other				25,000			3,537			269,940			267			—		3,804			269,940			273,744			23,756						
Currency																																		
Translation																																		
Adjustment				—		(5,882)		(43,932)		—		(16,661)		(5,882)		(60,593)		(66,475)		(58,224)					
				$	5,469,335		$	3,246,051		$	25,215,197		$	386,892		$	9,031,638		$	3,632,943		$	34,246,835		$	37,879,778		$	16,224,050						

153

Table of Contents

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Schedule III as of December 31, 2022

(Dollars in thousands)

(1)	Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2022, 2021, and 2020 are as follows:

	2022		2021		2020		
Balance, beginning of year		$ 37,497,216		$ 37,608,638		$ 37,356,739		
Acquisitions and consolidations (7)	122,074		121,250		—	
Improvements	688,173		569,483		401,202		
Disposals and deconsolidations	(308,030)	(655,482)	(320,328)	
Currency Translation Adjustment	(119,655)	(146,673)	171,025		
Balance, close of year		$ 37,879,778		$ 37,497,216		$ 37,608,638		

The unaudited aggregate cost of domestic consolidated real estate assets for U.S. federal income tax purposes as of December 31, 2022 was $20,977,712.

(2)	Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 are as follows:

		2022	2021	2020		
	Balance, beginning of year		$ 15,304,461		$ 14,592,867		$ 13,622,433		
	Depreciation expense (7)	1,075,391	1,083,705	1,226,611		
	Disposals and deconsolidations	(180,091)	(403,582)	(236,123)		
	Currency Translation Adjustment	24,289	31,471	(20,054)		
	Balance, close of year		$ 16,224,050		$ 15,304,461		$ 14,592,867		

Depreciation of our investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as noted below.

●	Buildings and Improvements — typically 10-35 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.

●	Tenant Allowances and Improvements — shorter of lease term or useful life.

(3)	Initial cost generally represents net book value at December 20, 1993, except for acquired properties and new developments after December 20, 1993. Initial cost also includes any new developments that are opened during the current year. Costs of disposals and impairments of property are first reflected as a reduction to cost capitalized subsequent to acquisition.

(4)	Not developed/constructed by us or our predecessors. The date of construction represents the initial acquisition date for assets in which we have acquired multiple interests.

(5)	Initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting.

(6)	Encumbrances represent face amount of mortgage debt and exclude any premiums or discounts and deferred financing costs.

(7)	Represents the original cost and does not include subsequent currency translation adjustments.

154

Exhibit 4.2

DESCRIPTION OF EACH REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

SIMON PROPERTY GROUP, INC.

As of December 31, 2022, Simon Property Group, Inc. had the two following classes of securites registered under Secton 12 of the Securites Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.0001 par value per share (“common stock”) and (ii) our Series J 8⅜% Cumulatve Redeemable Preferred Stock, $0.0001 par value per share (“Series J Preferred Stock”).

The following descriptons are summaries and do not purport to be complete. The descriptons are subject to and qualifed in their entrety by reference to our restated certfcate of incorporaton (the “charter”), our amended and restated by-laws (the “by-laws”) and the certfcate of designatons for the Series J Preferred Stock (the “Certfcate of Designatons”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit is a part, and certain provisions of the Delaware General Corporaton Law.

References in the discussion under the capton “Simon Property Group, Inc.” to “Simon,” “we,” “our” and “us” and similar references mean Simon Property Group, Inc. excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries.

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Stock

We have the authority to issue 850,000,000 shares of capital stock, par value $0.0001 per share, consistng of the following:

·	511,990,000 shares of common stock,

·	10,000 shares of Class B common stock,

·	100,000,000 shares of preferred stock, and

·	238,000,000 shares of excess common stock, or Excess Stock.

Common Stock and Class B Common Stock

Terms of Common Stock

As of December 31, 2022, there were 342,905,419 shares of common stock outstanding, which excludes the outstanding shares of Class B common stock described below and the shares of common stock held in treasury. The holders of shares of common stock:

·	are enttled to one vote per share on all maters to be voted on by stockholders, other than the electon of four directors who are elected exclusively by holders of Class B common stock;

·	are not enttled to cumulatve votng for the electon of directors;

·	are enttled to receive dividends as may be declared from tme to tme by the board of directors, in its discreton, from legally available assets, subject to preferental rights of holders of preferred stock;

·	are not enttled to preemptve, subscripton or conversion rights; and

·	are not subject to further calls or assessments.

The shares of common stock currently outstanding are validly issued, fully paid and non-assessable. There are no redempton or sinking fund provisions applicable to the common stock.

Terms of Class B Common Stock

As of December 31, 2022, we had 8,000 shares of Class B common stock outstanding. Holders of Class B common stock:

·	are enttled to one vote for each share held of record on all maters submited to a vote of the stockholders, other than the electon of four directors who are elected exclusively by the holders of Class B common stock;

·	are not enttled to cumulatve votng for the electon of directors; and

·	are enttled to receive ratably such dividends as may be declared by the board of directors out of legally available funds, subject to preferental rights of holders of preferred stock.

If we are liquidated, each outstanding share of common stock and Class B common stock, including shares of Excess Stock, if any, will be enttled to partcipate pro rata in the assets remaining afer payment of, or adequate provision for, all of our known debts and liabilites, subject to the right of the holders of preferred stock, including any excess preferred stock into which shares of such series has been converted, to receive preferental distributons.

All outstanding shares of Class B common stock are subject to a votng trust of which Herbert and David Simon are the votng trustees. The holders of Class B common stock are enttled to elect four of our directors. However, the number of Class B directors would decrease if the Simon family's aggregate ownership interest in us, including common stock, Class B common stock and units of limited partnership interest of Simon Property Group, L.P. considered on an as-converted basis, decreases to less than 50% of their aggregate ownership interest as of August 9, 1996.

Shares of Class B common stock may be converted at the holder's opton into an equal number of shares of common stock. Shares of Class B common stock also convert automatcally into an equal number of shares of common stock upon the sale or transfer thereof to a person not afliated with the Simon family or if the Simon family's aggregate ownership interest declines to specifed levels.

Holders of shares of common stock and Class B common stock have no sinking fund rights, redempton rights or preemptve rights to subscribe for any of our securites.

Subject to any separate rights of holders of preferred stock or as described below, any vacancies on the board of directors resultng from death, disability, resignaton, retrement, disqualifcaton, removal from ofce, or other cause of a director shall be flled by a vote of the stockholders or a majority of the directors then in ofce provided, however, that any vacancy relatng to a director elected by the Class B common stock is to be flled by the holders of the Class B common stock.

The charter provides that, subject to the right of holders of any class or series separately enttled to elect one or more directors, if any such right has been granted, directors may be removed with or without cause upon the afrmatve vote of holders of at least a majority of the votng power of all the then outstanding shares enttled to vote generally in the electon of directors, votng together as a single class.

Transfer Agent

Computershare Trust Company, N.A. is the transfer agent for our common stock.

Delaware Law and Certain Charter and By-law Provisions

Our charter and by-laws and certain provisions of the Delaware General Corporaton Law may have an ant-takeover efect. These provisions may delay, defer or prevent a tender ofer or takeover atempt that a stockholder would consider in its best interest. This includes an atempt that might result in a premium over the market price for the shares held by stockholders. These provisions are expected to discourage certain types of coercive takeover practces and inadequate takeover bids. They are also expected to encourage persons seeking to acquire control of us to negotate frst with our board of directors. We believe that the benefts of these provisions outweigh the potental disadvantages of discouraging takeover proposals because, among other things, negotaton of takeover proposals might result in an improvement of their terms.

Delaware Ant-Takeover Law. We are a Delaware corporaton and are subject to the provisions of Secton 203 of the Delaware General Corporaton Law. In general, Secton 203 prohibits a public Delaware corporaton from engaging in a "business combinaton" with an "interested stockholder" for three years afer the tme at which the person became an interested stockholder unless:

·	prior to that tme, the board of directors approved either the business combinaton or transacton in which the stockholder became an interested stockholder; or

·	upon becoming an interested stockholder, the stockholder owned at least 85% of the corporaton's outstanding votng stock other than shares held by directors who are also ofcers and certain employee beneft plans; or

·	the business combinaton is approved by both the board of directors and by holders of at least 66⅔% of the corporaton's outstanding votng stock at a meetng and not by writen consent, excluding shares owned by the interested stockholder.

For these purposes, the term "business combinaton" includes mergers, asset sales and other similar transactons with an "interested stockholder." "Interested stockholder" means a person who, together with its afliates and associates, owns, or under certain circumstances has owned within the prior three years, 15% or more of the outstanding votng stock. Although Secton 203 permits a corporaton to elect not to be governed by its provisions, we have not made this electon.

Advance Notce Provisions for Stockholder Nominatons and Stockholder Proposals. Our by-laws establish an advance notce procedure for stockholders to make nominatons of candidates for electon as directors or bring other business before an annual meetng of stockholders. This procedure provides that

·	the only persons who will be eligible for electon as directors are persons who are nominated by or at the directon of the board of directors, or by a stockholder who (i) has complied with the advance notce procedures by giving tmely writen notce containing specifed informaton to the Secretary prior to the meetng at which directors are to be elected or (ii) has complied with the proxy access provisions described below under "—Proxy Access", and

·	the only business that may be conducted at an annual meetng is business that has been brought before the meetng by or at the directon of the board of directors or by a stockholder who has given tmely writen notce containing specifed informaton to the Secretary of the stockholder's intenton to bring the business before the meetng.

In general, pursuant to the advance notce provisions of our by-laws, we must receive writen notce of stockholder nominatons to be made or business to be brought at an annual meetng not less than 120 days prior to the frst anniversary of the date of the previous year's annual meetng, in order for the notce to be tmely. The notce must contain informaton concerning the person or persons to be nominated or the maters to be brought before the meetng and concerning the stockholder submitng the proposal.

The purposes of requiring stockholders to give us advance notce of nominatons and other business include the following:

·	to aford the board of directors a meaningful opportunity to consider the qualifcatons of the proposed nominees or the advisability of the other proposed business;

·	to the extent deemed necessary or desirable by the board of directors, to inform stockholders and make recommendatons about such qualifcatons or business; and

·	to provide a more orderly procedure for conductng meetngs of stockholders.

Our by-laws do not give our board of directors any power to disapprove stockholder nominatons for the electon of directors or proposals for acton. However, they may have the efect of precluding a contest for the electon of directors or the consideraton of stockholder proposals if the proper procedures are not followed. Our by-laws may also discourage or deter a third party from solicitng proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideraton of the nominees or proposals might be harmful or benefcial to us and our stockholders.

Proxy Access. Our by-laws also permit a stockholder, or group of up to 20 stockholders, owning at least three percent of our outstanding common stock (excluding Class B common stock) contnuously for at least three years, to nominate and include in our proxy materials for our annual meetng of stockholders director nominees consttutng up to the greater of two nominees or 20% of the number of directors on our board of directors which, at such tme, the common stockholders are enttled to elect.

The foregoing proxy access right is subject to additonal eligibility, procedural and disclosure requirements set forth in our by-laws.

In general, we must receive writen notce of a nominaton pursuant to the proxy access provisions of our by-laws no earlier than 150 days and no later than 120 days prior to the frst anniversary of the date that we frst mailed our proxy statement for the previous year's annual meetng of stockholders, in order for the notce to be tmely. The notce must contain certain informaton specifed in our by-laws.

Director Acton. Our charter and by-laws and the Delaware General Corporaton Law generally require that a majority of a quorum is necessary to approve any mater to come before the board of directors. Certain maters, including sales of property, transactons with members of the Simon family and related persons and certain afliates and certain other maters, will also require approval of a majority of the independent directors on the board of directors.

Director Liability Limitaton and Indemnifcaton. Our charter provides that no director will be personally liable to us or to our stockholders for monetary damages for breach of fduciary duty as a director. This will not, however, eliminate or limit the liability of a director for the following:

·	any breach of the director's duty of loyalty to us and our stockholders;

·	acts or omissions not in good faith or which involve intentonal misconduct or knowing violatons of the law;

·	any transacton from which the director derived an improper personal beneft; or

·	any mater in respect of which the director would be liable under Secton 174 of the Delaware General Corporaton Law.

These provisions may discourage stockholders' actons against directors. Directors' personal liability for violatng the federal securites laws is not limited or otherwise afected. In additon, these provisions do not afect the ability of stockholders to obtain injunctve or other equitable relief from the courts with respect to a transacton involving gross negligence on the part of a director.

Our charter provides that we shall indemnify to the fullest extent permited under and in accordance with Delaware law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed acton, suit or proceeding, whether civil, criminal, administratve or investgatve by reason of the fact that he or she

·	is or was our director or ofcer, or

·	is or was serving at our request as a director, ofcer or trustee of or in any other capacity with another corporaton, partnership, joint venture, trust or other enterprise.

With respect to such persons, we shall indemnify against expenses, including atorneys' fees, judgments, fnes and amounts paid in setlement actually and reasonably incurred by the person in connecton with the acton, suit or proceeding if the following standards are met:

·	the person acted in good faith and in a manner reasonably believed to be in, or not opposed to, our best interests, and,

·	with respect to any criminal acton or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Delaware General Corporaton Law provides that indemnifcaton is mandatory where a director or ofcer has been successful on the merits or otherwise in the defense of any proceeding covered by the indemnifcaton statute.

The Delaware General Corporaton Law generally permits indemnifcaton for expenses incurred in the defense or setlement of third-party actons or acton by or in right of the corporaton, and for judgments in third-party actons, provided the following determinaton is made:

·	the person seeking indemnifcaton acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporaton, and

·	in a criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.

The determinaton must be made by directors who were not partes to the acton, or if directed by such directors, by independent legal counsel or by a majority vote of a quorum of the stockholders. Without court approval, however, no indemnifcaton may be made in respect of any acton by or in right of the corporaton in which such person is adjudged liable.

Under Delaware law, the indemnifcaton provided by statute shall not be deemed exclusive of any rights under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. In additon, the liability of ofcers may not be eliminated or limited under Delaware law.

The right of indemnifcaton, including the right to receive payment in advance of expenses, conferred by our charter is not exclusive of any other rights to which any person seeking indemnifcaton may otherwise be enttled.

Restrictons on Ownership and Transfer

Our charter contains certain restrictons on the number of shares of capital stock that individual stockholders may own. Certain requirements must be met for us to maintain our status as a real estate investment trust (“REIT”), including the following:

·	not more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by fve or fewer individuals, as defned in the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, to include certain enttes, during the last half of a taxable year other than the frst year, and

·	our capital stock also must be benefcially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportonate part of a shorter taxable year.

In part because we currently believe it is essental for us to maintain our status as a REIT, the provisions of our charter with respect to Excess Stock contain restrictons on the acquisiton of our capital stock intended to ensure compliance with these requirements.

Our charter provides that, subject to certain specifed exceptons, no stockholder may own, or be deemed to own by virtue of the atributon rules of the Internal Revenue Code, more than the ownership limit. The ownership limit is equal to 8%, or 18% in the case of members of the Simon family and related persons, of any class of capital stock. The board of directors may exempt a person from the ownership limit if the board of directors receives a ruling from the Internal Revenue Service or an opinion of tax counsel that such ownership will not jeopardize our status as a REIT.

Anyone acquiring shares in excess of the ownership limit will lose control over the power to dispose of the shares, will not receive dividends declared and will not be able to vote the shares. In the event of a purported transfer or other event that would, if efectve, result in the ownership of shares of stock in violaton of the ownership limit, the transfer or other event will be deemed void with respect to that number of shares that would be owned by the transferee in excess of the ownership limit. The intended transferee of the excess shares will acquire no rights in those shares of stock. Those shares of stock will automatcally be converted into shares of Excess Stock according to rules set forth in the charter.

Upon a purported transfer or other event that results in Excess Stock, the Excess Stock will be deemed to have been transferred to a trustee to be held in trust for the exclusive beneft of a qualifying charitable organizaton designated by us. The Excess Stock will be issued and outstanding stock, and it will be enttled to dividends equal to any dividends which are declared and paid on the stock from which it was converted. Any dividend or distributon paid prior to our discovery that stock has been converted into Excess Stock is to be repaid upon demand. The recipient of the dividend will be personally liable to the trust. Any dividend or distributon declared but unpaid will be rescinded as void with respect to the shares of stock and will automatcally be deemed to have been declared and paid with respect to the shares of Excess Stock into which the shares were converted. The Excess Stock will also be enttled to the votng rights as are ascribed to the stock from which it was converted. Any votng rights exercised prior to our discovery that shares of stock were converted to Excess Stock will be rescinded and recast as determined by the trustee.

While Excess Stock is held in trust, an interest in that trust may be transferred by the purported transferee, or other purported holder with respect to the Excess Stock, only to a person whose ownership of the shares of stock would not violate the ownership limit. Upon such transfer, the Excess Stock will be automatcally exchanged for the same number of shares of stock of the same type and class as the shares of stock for which the Excess Stock was originally exchanged.

Our charter contains provisions that are designed to ensure that the purported transferee or other purported holder of the Excess Stock may not receive in return for such a transfer an amount that refects any appreciaton in the shares of stock for which the Excess Stock was exchanged during the period that the Excess Stock was outstanding. Any amount received by a purported transferee or other purported holder in excess of the amount permited to be received must be paid over to the trust. If the foregoing restrictons are determined to be void or invalid by virtue of any legal decision, statute, rule or regulaton, then the intended transferee or holder of any Excess Stock may be deemed, at our opton, to have acted as an agent on behalf of the trust in acquiring or holding the Excess Stock and to hold the Excess Stock on behalf of the trust.

Our charter further provides that we may purchase, for a period of 90 days during the tme the Excess Stock is held by the trustee in trust, all or any porton of the Excess Stock from the original transferee-stockholder at the lesser of the following:

·	the price paid for the stock by the purported transferee, or if no notce of such purchase price is given, at a price to be determined by the board of directors, in its sole discreton, but no lower than the lowest market price of such stock at any tme prior to the date we exercise our purchase opton, and

·	the closing market price for the stock on the date we exercise our opton to purchase.

The 90-day period begins on the date of the violatve transfer or other event if the original transferee-stockholder gives notce to us of the transfer or, if no notce is given, the date the board of directors determines that a violatve transfer or other event has occurred.

Our charter further provides that in the event of a purported issuance or transfer that would, if efectve, result in us being benefcially owned by fewer than 100 persons, such issuance or transfer would be deemed null and void, and the intended transferee would acquire no rights to the stock.

All certfcates representng shares of any class of our stock bear a legend referring to the restrictons described
above.

All persons who own, directly or by virtue of the atributon rules of the Internal Revenue Code, more than 5%, or such other percentage as may be required by the Internal Revenue Code or regulatons promulgated thereunder, of the outstanding stock must fle an afdavit with us containing the informaton specifed in the charter before January 30 of each year. In additon, each stockholder shall, upon demand, be required to disclose to us in writng such informaton with respect to the direct, indirect and constructve ownership of shares as the board of directors deems necessary to comply with the provisions of the charter or the Internal Revenue Code applicable to a REIT.

The Excess Stock provision will not be removed automatcally even if the REIT provisions of the Internal Revenue Code are changed so as to no longer contain any ownership concentraton limitaton or if the ownership concentraton limitaton is increased. In additon to preserving our status as a REIT, the ownership limit may have the efect of precluding an acquisiton of control of us without the approval of our board of directors.

Listng

Our common stock is listed on the New York Stock Exchange under the symbol “SPG.”

Preferred Stock

Rank

The Series J Preferred Stock, with respect to dividend rights and rights upon liquidaton, dissoluton or winding up of the afairs of Simon, rank (i) junior to all other shares of capital stock of Simon which, by their terms, rank senior to the Series J Preferred Stock, (ii) on a parity with all other shares of Simon preferred stock which are not, by their terms, junior or senior to the Series J Preferred Stock and (iii) senior to the common stock and Class B common stock and to all other shares of capital

stock of Simon which, by their terms, rank junior to the Series J Preferred Stock. The Series J Preferred Stock shall rank on a parity with any other class or series of Simon's capital stock that is not by its terms junior to the Series J Preferred Stock.

Dividends

Holders of the Series J Preferred Stock are enttled to receive, when and as authorized by the Simon board of directors, out of funds legally available for the payment of dividends, cumulatve cash dividends at the rate of 8.375% of the liquidaton preference per annum (equivalent to $4.1875 per share per annum). Such dividends shall be payable quarterly in arrears on the last day of each March, June, September and December or, if not a business day, the succeeding business day. Any dividend payable on the Series J Preferred Stock for any partal dividend period will be computed on the basis of a 360-day year consistng of twelve 30-day months. Dividends are payable to holders of record as they appear in the stock records of Simon at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable dividend payment date falls or such other date designated by the Simon board of directors for the payment of dividends that is not more than 30 nor less than 10 days prior to such dividend payment date.

No dividends on the Series J Preferred Stock shall be authorized by the Simon board of directors or be paid or set apart for payment by Simon at such tme as the terms and provisions of any agreement of Simon, including any agreement relatng to its indebtedness, prohibits such authorizaton, payment or setng apart for payment or provides that such authorizaton, payment or setng apart for payment would consttute a breach thereof or a default thereunder, or if such authorizaton or payment shall be restricted or prohibited by law.

Notwithstanding the foregoing, dividends on the Series J Preferred Stock will accumulate whether or not Simon has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized. Accumulated but unpaid dividends on the Series J Preferred Stock shall not bear interest and holders of the Series J Preferred Stock shall not be enttled to any dividends in excess of full cumulatve dividends as described above.

No dividends will be declared or paid or set apart for payment on any capital stock of Simon ranking, as to dividends, on a parity with or junior to the Series J Preferred Stock for any period unless full cumulatve dividends have been or contemporaneously are declared and paid or declared and a sum sufcient for the payment therefor set apart for such payment on the Series J Preferred Stock for all past dividend periods and the then current dividend period. When dividends are not paid in full (or a sum sufcient for such full payment is not so set apart) upon the Series J Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series J Preferred Stock, all dividends declared on the Series J Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series J Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series J Preferred Stock and such other series of preferred stock shall in all cases bear to each other the same rato that accumulated dividends per share of Series J Preferred Stock and such other series of preferred stock bear to each other.

Except as provided in the immediately preceding paragraph, unless full cumulatve dividends on the Series J Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufcient for the payment therefor set apart for such payment on the Series J Preferred Stock for all past dividend periods and the then current dividend period, no dividends (other than in shares of

common stock or other capital stock ranking junior to the Series J Preferred Stock as to dividends and upon liquidaton) shall be declared or paid or set aside for payment nor shall any other distributon be declared or made upon the common stock, Class B common stock or any other capital stock of Simon ranking junior to or on a parity with the Series J Preferred Stock as to dividends or upon liquidaton, nor shall any shares of common stock, Class B common stock or any other capital stock of Simon ranking junior to or on a parity with the Series J Preferred Stock as to dividends or upon liquidaton be redeemed, purchased or otherwise acquired for any consideraton (or any moneys be paid or made available for a sinking fund for the redempton of such shares) by Simon (except by conversion into or exchange for other capital stock of Simon ranking junior to the Series J Preferred Stock as to dividends and upon liquidaton).

Any dividend payment made on the Series J Preferred Stock shall frst be credited against the earliest accumulated but unpaid dividend due with respect to such shares which remains payable.

Liquidaton Preference

In the event of any liquidaton, dissoluton or winding up of the afairs of Simon (generally referred to herein as a "liquidaton"), the holders of the Series J Preferred Stock will be enttled to be paid out of the assets of Simon legally available for distributon to its stockholders liquidatng distributons in cash or property at its fair market value as determined by Simon's board of directors in the amount of a liquidaton preference of $50.00 per share, plus an amount equal to any accumulated and unpaid dividends, if any, thereon to the date of such liquidaton, dissoluton or winding up, before any distributon of assets is made to holders of common stock, Class B common stock or any other capital stock ranking junior to the Series J Preferred Stock as to liquidaton rights. Afer payment of the full amount of the liquidatng distributons to which they are enttled, the holders of Series J Preferred Stock will have no right or claim to any of the remaining assets of Simon.

In the event that, upon any such voluntary or involuntary liquidaton, dissoluton or winding up of the afairs of Simon, the legally available assets of Simon are insufcient to pay the amount of the liquidatng distributons on the Series J Preferred Stock and the corresponding amounts payable on the shares of any other series of preferred stock of Simon ranking on a parity with the Series J Preferred Stock in the distributon of assets upon liquidaton, then the holders of the Series J Preferred Stock and any other series of preferred stock of Simon ranking on a parity with the Series J Preferred Stock in the distributon of assets upon liquidaton shall share ratably in any such distributon of assets in proporton to the full liquidatng distributons to which they would otherwise be respectvely enttled.

The consolidaton or merger of Simon with or into any other entty or the sale, lease, transfer or conveyance of all or substantally all of the property or business of Simon shall not be deemed to consttute a liquidaton, dissoluton or winding up of the afairs of Simon.

Conversion

The Series J Preferred Stock are not convertble into or exchangeable for any other property or securites of
Simon.

Optonal Redempton

The Series J Preferred Stock are not redeemable prior to October 15, 2027. On and afer October 15, 2027, Simon, at its opton upon not less than 30 nor more than 60 days' writen notce, may redeem

the Series J Preferred Stock, in whole or in part at any tme or from tme to tme, in cash at a redempton price of $50.00 per share, plus accumulated and unpaid dividends, if any, thereon to, but excluding, the date fxed for redempton (except as provided below), without interest, to the extent Simon will have funds legally available therefor. The redempton price of the Series J Preferred Stock (other than any porton thereof consistng of accumulated and unpaid dividends) shall be paid solely from the sale proceeds of other capital stock of Simon and not from any other source. For purposes of the preceding sentence, "capital stock" means any common stock, preferred stock, depositary shares, interests, partcipaton, or other ownership interests (however designated) and any rights (other than debt securites convertble into or exchangeable for equity securites) or optons to purchase any of the foregoing. Holders of Series J Preferred Stock to be redeemed shall surrender such Series J Preferred Stock at the place designated in the notce of redempton and shall be enttled to the redempton price upon such surrender. If notce of redempton of any Series J Preferred Stock has been given and if the funds necessary for such redempton have been irrevocably set aside by Simon in trust for the beneft of the holders of any Series J Preferred Stock so called for redempton, then from and afer the redempton date dividends will cease to accumulate on such Series J Preferred Stock, such stock shall no longer be deemed outstanding and all rights of the holders of such Series J Preferred Stock will terminate, except the right to receive the redempton price. If fewer than all of the outstanding Series J Preferred Stock are to be redeemed, the Series J Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practcable without creatng fractonal Series J Preferred Stock) or by any other equitable method determined by Simon.

Notwithstanding the foregoing, unless full cumulatve dividends on the Series J Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufcient for the payment therefor set apart for such payment on the Series J Preferred Stock for all past dividend periods and the then current dividend period, no Series J Preferred Stock shall be redeemed unless all outstanding Series J Preferred Stock are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisiton of Series J Preferred Stock to preserve the REIT status of Simon or pursuant to a purchase or exchange ofer made on the same terms to holders of all outstanding Series J Preferred Stock. In additon, unless full cumulatve dividends on the Series J Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufcient for the payment therefor set apart for such payment on the Series J Preferred Stock for all past dividend periods and the then current dividend period, Simon shall not purchase or otherwise acquire, directly or indirectly, any Series J Preferred Stock; provided, however, that the foregoing shall not prevent the purchase or acquisiton of Series J Preferred Stock to preserve the REIT status of Simon or pursuant to a purchase or exchange ofer made on the same terms to holders of all outstanding Series J Preferred Stock.

Notce of redempton will be given by publicaton in a newspaper of general circulaton in The City of New York, such publicaton to be made once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the redempton date. A similar notce furnished by Simon will be mailed by the registrar, postage prepaid, not less than 30 nor more than 60 days prior to the redempton date, addressed to the respectve holders of record of the Series J Preferred Stock to be redeemed at their respectve addresses as they appear on the share transfer records of the registrar. No failure to give such notce or any defect thereto or in the mailing thereof shall afect the validity of the proceedings for the redempton of any Series J Preferred Stock except as to the holder to whom notce was defectve or not given. Each notce shall state: (i) the redempton date; (ii) the redempton price; (iii) the number of shares of Series J Preferred Stock to be redeemed; (iv) the place or places where the Series J Preferred Stock is to be surrendered for payment of the redempton price; and (v) that dividends

on the Series J Preferred Stock to be redeemed will cease to accumulate on such redempton date. If fewer than all the shares of Series J Preferred Stock held by any holder are to be redeemed, the notce mailed to such holder shall also specify the number of shares of Series J Preferred Stock to be redeemed from such holder.

The holders of Series J Preferred Stock at the close of business on a dividend record date will be enttled to receive the dividend payable with respect to the Series J Preferred Stock on the corresponding dividend payment date notwithstanding the redempton thereof between such dividend record date and the corresponding dividend payment date or Simon's default in the payment of the dividend due. Except as provided above, Simon will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series J Preferred Stock to be redeemed.

The Series J Preferred Stock does not have a stated maturity and is not subject to any sinking fund or mandatory redempton provisions.

Votng Rights

Except as indicated below or except as otherwise from tme to tme required by applicable law, the holders of Series J Preferred Stock have no votng rights.

On any mater on which the Series J Preferred Stock are enttled to vote (as expressly provided herein or as may be required by law), including any acton by writen consent, each share of Series J Preferred Stock is enttled to one vote. With respect to each share of Series J Preferred Stock, the holder thereof may designate a proxy, with each such proxy having the right to vote on behalf of such holder.

If dividends on the Series J Preferred Stock are in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutve, holders of the Series J Preferred Stock (votng separately as a class with all other series of Simon preferred stock upon which like votng rights have been conferred and are exercisable) will be enttled to vote for the electon of two additonal directors to serve on the Simon board of directors at a special meetng called by the holders of record of at least ten percent of the Series J Preferred Stock (unless such request is received less than 90 days before the date fxed for the next annual or special meetng of the stockholders) or at the next annual meetng of the stockholders, and at each subsequent annual meetng untl all dividends accumulated on the Series J Preferred Stock for the past dividend periods and the then current dividend period shall have been fully paid or declared and a sum sufcient for payment thereof set aside for payment. In such case, the entre Simon board of directors will be increased by two directors.

So long as any Series J Preferred Stock remains outstanding, Simon will not, without the afrmatve vote or consent of the holders of at least 66⅔% of the Series J Preferred Stock outstanding at the tme, given in person or by proxy, either in writng or at a meetng (votng separately as a class), (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series J Preferred Stock with respect to the payment of dividends or the distributon of assets upon liquidaton, dissoluton or winding up of the afairs of Simon or reclassify any authorized capital stock of Simon into such capital stock, or create, authorize or issue any obligaton or security convertble into or evidencing the right to purchase any such capital stock; or (ii) amend, alter or repeal the provisions of the charter (including the Certfcate of Designatons of the Series J Preferred Stock), whether by merger, consolidaton or otherwise, so as to materially and adversely afect any right, preference, privilege or votng power of the Series J Preferred Stock or the holders thereof; provided, however, with respect to the occurrence of any of the events set forth in clause (ii) above, so long as the

Series J Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an event set forth in clause (ii) above Simon may not be the surviving entty, the occurrence of any such event shall not be deemed to materially and adversely afect such rights, preferences, privileges or votng powers of holders of Series J Preferred Stock; and provided, further, that (x) any increase in the amount of the authorized Simon preferred stock or the creaton or the issuance of any other series of Simon preferred stock or (y) any increase in the amount of authorized Series J Preferred Stock, in each case ranking on a parity with or junior to the Series J Preferred Stock with respect to the payment of dividends and the distributon of assets upon liquidaton, dissoluton or winding up, shall not be deemed to materially and adversely afect such rights, preferences, privileges or votng powers.

The foregoing votng provisions will not apply if, at or prior to the tme when the act with respect to such vote or consent would otherwise be required shall be efected, all outstanding Series J Preferred Stock shall have been redeemed or called for redempton and sufcient funds shall have been deposited in trust to efect such redempton.

Restrictons on Transfer

Holders of Series J Preferred Stock are subject to certain restrictons on the number of shares of Series J Preferred Stock that such holder may own in order to preserve Simon's status as a REIT. See "Descripton of Common Stock—Restrictons on Ownership and Transfer" above. Each holder of Series J Preferred Stock shall upon demand be required to disclose to Simon in writng such informaton as Simon may request in good faith in order to determine Simon's status as a REIT.

Listng

Our Series J Preferred Stock is listed on the New York Stock Exchange under the symbol “SPGJ.”

						Exhibit 21.1	
		List of Subsidiaries of Simon Property Group, Inc.					
Subsidiary		Jurisdiction	
	Simon Property Group, L.P.				Delaware		
The Retail Property Trust		Massachusetts	
Simon Property Group (Illinois), L.P.		Illinois	
Simon Property Group (Texas), L.P.		Texas	
M.S. Management Associates, Inc.		Delaware	
Simon Property Group Administrative Services Partnership, L.P.		Delaware	
Kravco Simon Investments, L.P.		Pennsylvania	
Premium Outlet Partners, L.P.		Delaware	
SPG Mayflower, LLC		Delaware	
Silver Merger Sub 1, LLC		Delaware	
Silver Merger Sub 2, LLC		Delaware	
Simon Services, Inc.		Delaware	
Simon Global Development B.V.		Netherlands	
Simon MAC S.a.r.l.		Luxembourg	
Simon International S.a.r.l.		Luxembourg	
		List of Subsidiaries of Simon Property Group, L.P.					
		Subsidiary		Jurisdiction	
		The Retail Property Trust			Massachusetts		
		Simon Property Group (Illinois), L.P.		Illinois	
		Simon Property Group (Texas), L.P.		Texas	
		M.S. Management Associates, Inc.		Delaware	
		Simon Property Group Administrative Services Partnership, L.P.		Delaware	
		Kravco Simon Investments, L.P.		Pennsylvania	
		Premium Outlet Partners, L.P.		Delaware	
		SPG Mayflower, LLC		Delaware	
		Silver Merger Sub 1, LLC		Delaware	
		Silver Merger Sub 2, LLC		Delaware	
		Simon Services, Inc.		Delaware	
		Simon Global Development B.V.		Netherlands	
		Simon MAC S.a.r.l.		Luxembourg	
		Simon International S.a.r.l.		Luxembourg	

Omits names of subsidiaries that as of December 31, 2022 were not, in the aggregate, “significant subsidiaries.”

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form S-3 No. 333-253559) of Simon Property Group, Inc.,

(2)	Registration Statement (Form S-4 No. 333-118247) of Simon Property Group, Inc.,

(3)	Registration Statements (Form S-8 Nos. 333-64313, 333-101185 and 333-183213) pertaining to the Simon Property Group L.P. Amended and Restated 1998 Stock Incentive Plan,

(4)	Registration Statement (Form S-8 No. 333-82471) pertaining to the Simon Property Group and Adopting Entities Matching Savings Plan,

(5)	Registration Statement (Form S-8 No. 333-63919) pertaining to the Corporate Property Investors, Inc. and Corporate Realty Consultants, Inc. Employee Share Purchase Plan, and

(6)	Registration Statement (Form S-8 No. 333-231285) pertaining to the Simon Property Group, L.P. 2019 Stock Incentive Plan;

of our reports dated February 23, 2023, with respect to the consolidated financial statements and schedule of Simon Property Group, Inc. and the effectiveness of internal control over financial reporting of Simon Property Group, Inc.

included in this Annual Report (Form 10-K) of Simon Property Group, Inc. for the year ended December 31, 2022.

/s/ ERNST & YOUNG LLP

Indianapolis, Indiana

February 23, 2023

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-253559-01) of

Simon Property Group, L.P. and in the related Prospectus of our reports dated February 23, 2023, with respect to the consolidated financial statements and schedule of Simon Property Group, L.P. and the effectiveness of internal control over

financial reporting of Simon Property Group, L.P., included in this Annual Report (Form 10-K) of Simon Property Group, L.P.

for the year ended December 31, 2022.

/s/ ERNST & YOUNG LLP

Indianapolis, Indiana

February 23, 2023

Exhibit 31.1

Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David Simon, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Simon Property Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors,

Chief Executive Officer and President

Exhibit 31.2

Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Brian J. McDade, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Simon Property Group, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ BRIAN J. MCDADE

Brian J. McDade

Executive Vice President and Chief Financial Officer

EXHIBIT 31.3

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Simon, certify that:

1.	I have reviewed this annual report on Form 10-K of Simon Property Group, L.P.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief Executive

Officer and President of Simon Property Group, Inc., General

Partner

EXHIBIT 31.4

CERTIFICATION PURSUANT TO

RULE 13a-14(a)/15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian J. McDade, certify that:

1.	I have reviewed this annual report on Form 10-K of Simon Property Group, L.P.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ BRIAN J. MCDADE

Brian J. McDade

Executive Vice President and Chief Financial Officer of Simon

Property Group, Inc., General Partner

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Simon Property Group, Inc. on Form 10-K for the period ended

December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Simon Property Group, Inc.

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors,

Chief Executive Officer and President

February 23, 2023

/s/ BRIAN J. MCDADE

Brian J. McDade

Executive Vice President and Chief Financial

Officer

February 23, 2023

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Simon Property Group, L.P. (the “Company”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors,

Chief Executive Officer and President of

Simon Property Group, Inc., General Partner

Date: February 23, 2023

/s/ BRIAN J. MCDADE

Brian J. McDade

Executive Vice President and Chief Financial Officer

of Simon Property Group, Inc.,

General Partner

Date: February 23, 2023