Simon Property Group (SPG) 10-K risk factor changes: FY2017 vs FY2016

As of December 31, [removed: 2016,] [added: 2017,] we held interests in consolidated and joint venture properties that operate in Austria, [added: France,] Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Canada, and the United Kingdom.

Our international activities represented approximately [removed: 6.1%] [added: 5.1%] of consolidated net income and [removed: 8.4%] [added: 9.0%] of our net operating income, or NOI, for the year ended December 31, [removed: 2016.][added: 2017.]

As of December 31, [removed: 2016,] [added: 2017,] our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled [removed: $23.1] [added: $24.7] billion.

| | · | | Simon or any such subsidiary will be subject to corporate level income [removed: tax, including any applicable alternative minimum tax,] [added: tax] on taxable income at [removed: regular] [added: the] corporate [removed: rates;] [added: rate;] and |

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

Moreover, a failure by any [added: subsidiary] of [removed: these subsidiaries] [added: the Operating Partnership that has elected] to [added: be taxed as a REIT to] qualify as a REIT would also cause Simon to fail to qualify as a REIT, and the same adverse consequences would apply to it and its stockholders.

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

New [removed: legislation,] [added: legislation (including the recently enacted Tax Cuts and Jobs Act and any technical corrections 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.

To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and certain subsidiaries of the Operating Partnership must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective [added: 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 changes created by these rules are sweeping [removed: and in many respects dependent on the promulgation of future regulations or other guidance by the U.S. Department of the Treasury, or the Treasury,] and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

As of December 31, [removed: 2016,] [added: 2017,] we owned interests in [removed: 95] [added: 100] income‑producing properties with other parties.

Of those, [removed: 17] [added: 19] properties are included in our consolidated financial statements.

We account for the other [removed: 78] [added: 81] properties, or the joint venture properties, as well as our investments in Klépierre (a publicly traded, Paris-based real estate company), Aéropostale, and HBS Global Properties, or HBS, using the equity method of accounting.

We serve as general partner or property manager for [removed: 57] [added: 58] of these [removed: 78] [added: 81] 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, [removed: 17] [added: 19] are in our international joint ventures.

[added: 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.

As of December 31, [removed: 2016,] [added: 2017,] the Operating Partnership guaranteed joint venture related mortgage indebtedness of [removed: $400.5] [added: $211.6] million (of which we have a right of recovery from our joint venture partners of [removed: $87.3] [added: $10.8] million).

[removed: 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.

A similar policy [added: either] written through our captive insurance [removed: entity] [added: 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.

Negotiations [removed: are expected to commence] [added: have commenced] to determine the future terms of the United Kingdom’s relationship with the [removed: European Union,] [added: EU,] including, among other things, the terms of trade between the United Kingdom and the [removed: European Union.][added: EU.]

Brexit [removed: is likely to continue to impact the United Kingdom, European and worldwide economic and market conditions, and] could [added: also] contribute to greater [removed: instability] [added: volatility] in global financial and foreign exchange markets [removed: before and] after the terms of the United Kingdom’s future relationships with the [removed: European Union] [added: EU] are settled.

Further, financial and other markets may suffer losses as a result of [added: any] other countries determining to withdraw from the [removed: European Union] [added: EU] or from any future significant changes to the [removed: European Union’s] [added: EU’s] structure and/or regulations.

We currently hold, and may acquire additional, equity interests in properties located in the United Kingdom and Europe, as well as other investments that are denominated in Pounds Sterling and [removed: Euros.][added: Euro.]

In addition, our Operating Partnership has issued, and may issue in the future, senior unsecured notes denominated in [removed: Euros.][added: Euro.]

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.

Failure by Simon or any of these subsidiaries to qualify as a REIT also could impair our ability to expand our business and raise capital, which could materially and adversely affect us.

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, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination 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.

The presence of hazardous or toxic

Following a national referendum in June 2016, the United Kingdom formally notified the European Council on March 29, 2017 of its intention to withdraw from the European Union (“EU”) (commonly referred to as “Brexit”).

However, the terms of any agreement governing the future relationship between the United Kingdom and the EU, as well as the legal and economic consequences of those terms, remain unclear.

This continues to create political and economic uncertainty, which has affected, and may continue to affect, market and macro-economic conditions in both the United Kingdom and EU economies.

In particular, prolonged uncertainty

during Brexit negotiations may contribute to ongoing volatility in financial and foreign exchange markets in the United Kingdom and EU, including a fall in gross domestic product and volatility in the value of Pounds Sterling.

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.

Partners or other owners could have

The United Kingdom held a referendum on June 23, 2016 in which a majority of voters voted to exit the European Union, or Brexit, which has contributed to uncertainty in the global financial markets and affected markets in the United Kingdom in particular.

The effects of the United Kingdom’s withdrawal from the European Union will depend on agreements the United Kingdom makes to retain access to European Union markets either during a transitional period or more permanently.

In addition, Brexit could lead to legal uncertainty as the United Kingdom determines which European Union laws to replace or replicate.

We own, develop and manage [removed: retail real estate properties,] [added: premier shopping, dining, entertainment and mixed-use destinations,] which consist primarily of [added: Simon®] malls, Premium Outlets®, and The Mills®.

As of December 31, [removed: 2016,] [added: 2017,] we owned or held an interest in [removed: 206] [added: 207] income‑producing properties in the United States, which consisted of [removed: 108] [added: 107] malls, [removed: 67] [added: 68] Premium Outlets, 14 Mills, four lifestyle centers, and [removed: 13] [added: 14] other retail properties in 37 states and Puerto Rico.

In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at [removed: 27] [added: 25] properties in the United [removed: States and we have one outlet] [added: States, Canada] and [removed: one other significant retail project under development.][added: Asia.]

Internationally, as of December 31, [removed: 2016,] [added: 2017,] we had ownership interests in nine Premium Outlets in Japan, [removed: three] [added: four] Premium Outlets in South Korea, two Premium Outlets in Canada, [removed: one] [added: two] Premium [removed: Outlet] [added: Outlets] in [removed: Mexico,] [added: Malaysia] and one Premium Outlet in [removed: Malaysia.][added: Mexico.]

We also own an interest in [removed: six] [added: eight] Designer Outlet properties in [removed: Europe] [added: Europe, of which six properties are consolidated,] and one Designer Outlet property in [removed: Canada, of which four properties are consolidated.][added: Canada.]

Of the [removed: six] [added: eight] properties in Europe, two are located in [removed: Italy] [added: Italy, two are located in the Netherlands] and one each is located in Austria, [removed: Germany, the Netherlands,] [added: France, Germany] and the United Kingdom.

We also have [removed: four] [added: three] international outlet properties under development.

As of December 31, [removed: 2016,] [added: 2017,] we [added: also] owned a [removed: 20.3%] [added: 21.0%] 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 16 countries in Europe.

We generate the majority of our revenues from leases with [removed: retail] [added: retail, dining, entertainment and other] tenants, including:

| | · | | overage and percentage rents based on tenants’ sales [removed: volume,] [added: volumes,] and |

We also grow by generating supplemental [removed: revenue] [added: revenues] from the following activities:

We consider FFO, net operating income, or NOI, [added: portfolio NOI] and comparable property NOI (NOI for properties owned and operated in both periods under comparison) to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP.

Diluted earnings per share and diluted earnings per unit [removed: decreased $0.01] [added: increased $0.37] during [removed: 2016] [added: 2017] to [removed: $5.87] [added: $6.24] as compared to [removed: $5.88] [added: $5.87] in [removed: 2015.][added: 2016.]

The [removed: decrease] [added: increase] in diluted earnings per share and diluted earnings per unit was primarily attributable to:

| | · | | [removed: a 2015 gain] [added: 2017 gains] of [removed: $80.2] [added: $21.5] million, or [removed: $0.22] [added: $0.06] per diluted share/unit, from the [removed: sale] [added: sales] of marketable securities, |

| | · | | [removed: an increase] [added: a decrease] in charges on early extinguishment of debt of [removed: $15.8] [added: $8.2] million, or [removed: $0.05] [added: $0.02] per diluted share/unit, [added: and] |

| | · | | [removed: decreased] [added: increased] consolidated lease settlement activity in [removed: 2016] [added: 2017] of [removed: $25.0] [added: $23.0] million, or [removed: $0.07] [added: $0.06] per diluted share/unit, [removed: and] |

| | · | | improved operating performance and [added: solid] core business fundamentals in [removed: 2016] [added: 2017] and the impact of our acquisition and expansion activity, |

| | · | | a 2016 gain on acquisitions and disposals of $84.6 million, or $0.23 per diluted share/unit, related to a non-cash gain on the consolidation of additional properties of $41.4 million, or $0.11 per diluted share/unit, a gain on the disposition of our interest in seven properties of $35.1 million, or $0.10 per diluted share/unit, and a gain related to Klépierre’s sale of certain assets of which our share of the gain was $8.1 million, or $0.02 per diluted share/unit, [added: and] |

| | · | | a 2016 gain related to the disposition of our interest in two multi-family residential investments of $29.0 million, net of taxes, or $0.08 per diluted [removed: share/unit, and] [added: share/unit.] |

| | · | | decreased interest expense in [removed: 2016] [added: 2017] of [removed: $66.1] [added: $48.2] million, or [removed: $0.18] [added: $0.13] per diluted [removed: share/unit.] [added: share/unit,] |

[removed: Core] [added: Solid core] business fundamentals [removed: improved] during [removed: 2016,] [added: 2017 were] primarily driven by [removed: increased] [added: strong] leasing activity.

Portfolio NOI grew by [removed: 6.7%] [added: 4.5%] in [removed: 2016] [added: 2017] as compared to [removed: 2015.][added: 2016.]

Comparable property NOI grew [removed: 3.6%] [added: 3.2%] for our portfolio of U.S. Malls, Premium Outlets, and The Mills.

[removed: Total sales per square foot, or psf, were relatively flat at $614 psf at] December 31, 2016 [removed: compared to $620 psf at December 31, 2015,] for our U.S. Malls and Premium Outlets.

Average base minimum rent for U.S. Malls and Premium Outlets increased [removed: 5.4%] [added: 2.9%] to [removed: $51.59] [added: $53.11] psf as of December 31, [removed: 2016,] [added: 2017,] from [removed: $48.96] [added: $51.59] psf as of December 31, [removed: 2015.][added: 2016.]

Leasing spreads in our U.S. Malls and Premium Outlets were [removed: favorable] [added: positive] as we were able to lease available square feet at higher rents, resulting in an open/close leasing spread (based on total tenant payments — base minimum rent plus common area maintenance) of [removed: $7.82] [added: $7.42] psf [removed: ($69.20] [added: ($72.68] openings compared to [removed: $61.38] [added: $65.26] closings) as of December 31, [removed: 2016,] [added: 2017,] representing [removed: a 12.7%] [added: an 11.4%] increase.

Our effective overall borrowing rate at December 31, [removed: 2016] [added: 2017] on our consolidated indebtedness decreased [removed: 49] [added: 14] basis points to [removed: 3.39%] [added: 3.25%] as compared to [removed: 3.88%] [added: 3.39%] at December 31, [removed: 2015.][added: 2016.]

This reduction was primarily due to a decrease in the effective overall borrowing rate on fixed rate debt of [removed: 66] [added: 16] basis points [removed: (3.46%] [added: (3.30%] at December 31, [removed: 2016] [added: 2017] as compared to [removed: 4.12%] [added: 3.46%] at December 31, [removed: 2015)] [added: 2016)] partially offset by an increase in the effective overall borrowing rate on variable rate debt of [removed: 26] [added: 45] basis points [removed: (1.76%] [added: (2.19%] at December 31, [removed: 2016] [added: 2017] as compared to [removed: 1.50%] [added: 1.74%] at December 31, [removed: 2015).][added: 2016).]

At December 31, [removed: 2016,] [added: 2017,] the weighted average years to maturity of our consolidated indebtedness was [removed: 7.4] [added: 7.0] years as compared to [removed: 5.9] [added: 7.4] years at December 31, [removed: 2015.][added: 2016.]

Our financing [removed: activities] [added: activity] for the year ended December 31, [removed: 2016] [added: 2017 and material subsequent events] included:

[removed: | | · | | Decreasing our USD denominated borrowings by $815.0 million on the] [added: The] Operating [removed: Partnership’s] [added: Partnership has a] $4.0 billion unsecured revolving credit facility, or Credit Facility. [removed: |]

[removed: | | · | | Repaying our Euro denominated borrowings of $246.1 million (U.S. dollar equivalent) on the] [added: The] Operating [removed: Partnership’s] [added: Partnership also has a] $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities. [removed: |]

| | · | | Increasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by [removed: $183.8] [added: $104.1] million through the issuance of U.S. dollar denominated notes. |

| | · | | [removed: Decreasing] [added: Repaying] our Euro denominated borrowings of [removed: $103.6] [added: $79.3] million (U.S. dollar equivalent) under the Commercial Paper program. |

| | · | | Completing the early redemption of a series of senior unsecured notes comprising [removed: $650.0 million] [added: $1.25 billion] with a fixed interest rate of [removed: 10.35%.] [added: 5.65%.] We recorded a [removed: $136.8] [added: $128.6] million loss on extinguishment of debt in the [removed: fourth] [added: second] quarter of [removed: 2016] [added: 2017] as a result of the early redemption. |

[added: We include acquired] properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition.

For comparative [added: information] purposes, we separate the information related to The Mills from our other U.S. operations.

We also do not include any [added: information for] properties located outside the United States.

| | | [removed: 2016] [added: 2017] | | | Change (1) | | [removed: 2015] [added: 2016] | | | Change (1) | | [removed: 2014] [added: 2015] | | |

We have one outlet under development in the United States.

Total sales per square foot, or psf, increased to $628 psf at December 31, 2017 from $614 psf at

Ending occupancy for our U.S. Malls and Premium Outlets decreased 1.2% to 95.6% as of December 31, 2017, from 96.8% as of December 31, 2016.

| | · | | Completing the issuance, on June 1, 2017, of $600.0 million of senior unsecured notes at a fixed annual interest rate of 2.63% with a maturity date of June 15, 2022 and $750.0 million of senior unsecured notes at a fixed annual interest rate of 3.38% with a maturity date of June 15, 2027. |

| | · | | Completing the issuance, on December 11, 2017, of $600.0 million of senior unsecured notes at a fixed annual interest rate of 2.75% with a maturity date of June 1, 2023 and $750.0 million of senior unsecured notes at a fixed annual interest rate of 3.38% with a maturity date of December 1, 2027. |

| | · | | Redeeming at par $600 million of senior unsecured notes with a fixed interest rate of 2.15%. |

| | · | | Redeeming at par $750.0 million of senior unsecured notes with a fixed interest rate of 1.50% on January 3, 2018. |

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| | · | | On April 21, 2017, through our European investee, we acquired Rosada Designer Outlet, a 247,500 square foot center in Roosendaal, Netherlands. We have a 94% interest in this center. |

| | · | | On April 13, 2017, through our European investee, we opened Provence Designer Outlet, a 269,000 square foot center in Miramas, France. We have a 90% interest in this new center. |

| | · | | During 2017, we disposed of our interest in one retail property. |

| | · | | On September 14, 2017, we and our partner opened The Shops at Clearfork, a 500,000 square foot center in Fort Worth, Texas. We have a 45% noncontrolling interest in this new center. |

During the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant damage as a result of Hurricane Maria.

For purposes of the below comparisons, these properties are also included in the property transactions due to the fact they were not open for business during the entirety of the periods being compared.

Comparable rents increased $51.3 million, or 1.6%, primarily attributable to an increase in base minimum rents as well as incremental revenue from our redevelopment and expansion activity.

Overage rent decreased $14.0 million primarily as a result of an increase in the overage breakpoints as compared to 2016.

Management fees and other revenues decreased $22.6 million related to final fees from Washington Prime in 2016 and lower development fees as compared to 2016.

Total other income increased $20.4 million, primarily due to a $23.0 million increase in lease settlement income, gains on the sales of marketable securities of $21.5 million, an $8.4 million increase in Simon Brand Venture and gift card revenues, a $3.0 million increase in dividend and net other revenue, and a $2.7 million increase in land and other non-retail

real estate sales, partially offset by a $38.2 million pre-tax gain during 2016 on the sale of our interests in two multi-family residential investments.

Depreciation and amortization expense increased $22.8 million primarily due to the additional depreciable assets related to the property transactions and our continued redevelopment and expansion activities.

Provision for credit losses increased $4.0 million as a result of an increase in tenant bankruptcies as compared to 2016.

Home and regional office costs decreased $23.3 million as a result of expense management and lower personnel expenses, including executive compensation.

General and administrative expenses decreased $13.1 million due to expense management and lower personnel expenses, including executive compensation.

Other expenses increased $14.5 million primarily due to an increase in legal fees and expenses.

Income and other taxes decreased $6.3 million primarily as a result of a taxable gain on the sale of a multi-family residential investment during 2016.

During 2017, we recorded a $5.0 million gain related to Klépierre’s sale of certain assets, partially offset by the disposition of our interest in one unconsolidated retail property that resulted in a loss of $1.3 million.

We also recorded a non-cash remeasurement gain of $41.4 million related to the change in control of our interest in the European outlet properties as further discussed in Note 7 of the notes to the consolidated financial statements.

| | · | | funded the acquisition of our interest in an international retail property, funded the acquisition of an additional interest in an existing international property, and funded the acquisition of additional interests in the real estate |

| assets and/or rights to terminate leases related to twelve Sears stores located at our malls, the aggregate cash portion of which was $264.5 million, |

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| | · | | received proceeds on the sale of marketable securities of $56.3 million. |

On March 17, 2017, the Operating Partnership amended and extended the Credit Facility.

The Supplemental Facility’s borrowing capacity of $3.5 billion may be increased to $4.25 billion during its term.

The base interest rate on the

Supplemental Facility is LIBOR plus 80 basis points, with an additional facility fee of 10 basis points.

On February 15, 2018, the Operating Partnership amended and extended the Supplemental Facility.

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 was extended to June 30, 2022 and can be extended for an additional year to June 30, 2023 at our sole option, subject to our continued compliance with the terms thereof.

Proceeds from the unsecured notes offering were used to redeem at par $750 million of senior unsecured notes with a fixed interest rate of 1.50% on January 3, 2018 and for general business purposes.

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| | · | | a 2015 gain on acquisitions and disposals of $250.5 million, or $0.69 per diluted share/unit, related to a non-cash gain on Klépierre's acquisition of Corio N.V., or Corio, of $206.9 million, or $0.57 per diluted share/unit, and gains of $43.6 million, or $0.12 per diluted share/unit, due to the disposition of our interests in three unconsolidated properties, |

Ending occupancy for our U.S. Malls and Premium Outlets was near historically peak levels at 96.8% as of December 31, 2016, as compared to 96.1% as of December 31, 2015, an increase of 70 basis points, primarily due to the effect of vacancies created as a result of tenant bankruptcies during 2015.

| | · | | Increasing our USD denominated borrowings by $125.0 million on the Supplemental Facility. |

| | · | | Issuing, on January 13, 2016, $550.0 million of senior unsecured notes at a fixed annual interest rate of 2.50% with a maturity date of July 15, 2021 and $800.0 million of senior unsecured notes at a fixed annual interest rate of 3.30% with a maturity date of January 15, 2026. |

| | · | | Issuing, on May 13, 2016, €500 million ($566.7 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed interest rate of 1.25% with a maturity date of May 13, 2025. |

| | · | | Issuing, on November 23, 2016, $550.0 million of senior unsecured notes at a fixed interest rate of 2.35% with a maturity date of January 30, 2022, $750.0 million of senior unsecured notes at a fixed interest rate of 3.25% with a maturity date of November 30, 2026 and $550.0 million of senior unsecured notes at a fixed interest rate of 4.25% with a maturity date of November 30, 2046. |

| | · | | Redeeming at par $1.2 billion of senior unsecured notes with fixed interest rates ranging from of 2.80% to 6.10% and repaying a $240.0 million unsecured term loan. |

| | · | | Unencumbering six properties by repaying $638.9 million in mortgage loans with a weighted average interest rate of 7.03%. |

We include acquired

The Washington Prime Group Inc., or Washington Prime, properties have been removed from the portfolio data for all periods presented.

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During 2015, we signed 1,068 new leases and 1,217 renewal leases with a fixed minimum rent, comprising approximately 7.3 million square feet, of which 5.6 million square feet related to consolidated properties.

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| | · | | On January 30, 2014, we acquired the remaining 50% interest in the previously unconsolidated Arizona Mills from our joint venture partner. |

| | · | | On January 10, 2014, we acquired one of our partner’s interests in a portfolio of ten properties, seven of which we had previously consolidated. |

| | · | | During 2016, we disposed of four retail properties. |

| | · | | On April 16, 2014, Klépierre disposed of a portfolio of 126 properties located in France, Spain, and Italy. |

| | · | | On April 10, 2014, through a European joint venture, we acquired an additional 22.5% noncontrolling interest in Ashford Designer Outlet, increasing our ownership interest in this property to 45%. |

| | · | | On January 10, 2014, as discussed above, we acquired one of our partner’s redeemable interests in a portfolio of ten properties, seven of which were consolidated and three of which were unconsolidated prior to the transaction. The three unconsolidated properties remained unconsolidated following the transaction. |

years ended December 31, 2015 and 2014, the above transactions are referred to as the property transactions.

Comparable rents increased $124.4 million, or 4.3%, primarily attributable to an increase in base minimum rents.

Total other income increased $124.8 million, principally as a result of the following:

| | · | | an $80.2 million gain on the sale of marketable securities in the second quarter of 2015, |

We are also exposed to foreign currency risk [added: on financings of certain foreign operations.]

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily [removed: LIBOR, which was at historically low levels during 2016.][added: LIBOR.]

Based upon consolidated indebtedness and interest rates at December 31, [removed: 2016,] [added: 2017,] a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately [removed: $4.5] [added: $6.1] million, and would decrease the fair value of debt by approximately [removed: $684.4] [added: $696.4] million.

on financings of certain foreign operations.

We own, develop and manage [removed: retail real estate properties,] [added: premier shopping, dining, entertainment and mixed-use destinations,] which consist primarily of [added: Simon®] malls, Premium Outlets®, and The Mills®.

As of December 31, [removed: 2016,] [added: 2017,] we owned or held an interest in [removed: 206] [added: 207] income‑producing properties in the United States, which consisted of [removed: 108] [added: 107] malls, [removed: 67] [added: 68] Premium Outlets, 14 Mills, four lifestyle centers, and [removed: 13] [added: 14] other retail properties in 37 states and Puerto Rico.

In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at [removed: 27] [added: 25] properties in the United [removed: States and we have one outlet] [added: States, Canada] and [removed: one other significant retail project under development.][added: Asia.]

Internationally, as of December 31, [removed: 2016,] [added: 2017,] we had ownership interests in nine Premium Outlets in Japan, [removed: three] [added: four] Premium Outlets in South Korea, two Premium Outlets in Canada, [removed: one] [added: two] Premium [removed: Outlet] [added: Outlets] in [removed: Mexico,] [added: Malaysia,] and one Premium Outlet in [removed: Malaysia.][added: Mexico.]

We also own an interest in [removed: six] [added: eight] Designer Outlet properties in [removed: Europe] [added: Europe, of which six properties are consolidated,] and one Designer Outlet property in [removed: Canada, of which four properties are consolidated.][added: Canada.]

Of the [removed: six] [added: eight] properties in Europe, two are located in [removed: Italy] [added: Italy, two are located in the Netherlands] and one each is located in Austria, [removed: Germany, the Netherlands,] [added: France, Germany] and the United Kingdom.

We also have [removed: four] [added: three] international outlet properties under development.

As of December 31, [removed: 2016,] [added: 2017,] we [added: also] owned a [removed: 20.3%] [added: 21.0%] 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 16 countries in Europe.

For a description of our operational strategies and developments in our business during [removed: 2016,] [added: 2017,] see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10‑K.

The initial maturity date of the Credit Facility [removed: is] [added: was extended to] June 30, [removed: 2018] [added: 2021] and can be extended for an additional year to June 30, [removed: 2019] [added: 2022] at our sole option, subject to our continued compliance with the terms thereof.

The Operating Partnership also has a [removed: $3.50] [added: $3.5] billion supplemental unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities.

The initial maturity date of the Supplemental Facility is June 30, [removed: 2019 and] [added: 2019, which] can be extended for an additional year to June 30, 2020 at our sole option, subject to our continued compliance with the terms thereof.

The base interest rate on [removed: each of] the [removed: Credit Facility and the] Supplemental Facility is LIBOR plus 80 basis [removed: points] [added: points,] with an additional facility fee of 10 basis points.

The Credit Facilities provide for borrowings denominated in U.S. dollars, [removed: Euros,] [added: Euro,] Yen, Sterling, Canadian dollars and Australian dollars.

[removed: The Operating Partnership may issue] unsecured commercial paper notes, denominated in U.S. dollars, [removed: Euros] [added: Euro] and other currencies.

[added: The Commercial Paper program is supported by the Credit Facilities and, if necessary or] appropriate, we may make one or more draws under either Credit Facility to pay amounts outstanding from time to time on the Commercial Paper program.

In addition, the Audit and Compensation Committees of Simon’s Board of Directors are comprised entirely of independent members who meet the additional independence and financial [removed: sophistication] [added: expert] requirements of the NYSE.

[removed: Noncompetition agreements executed by David Simon, Simon’s] Chairman [removed: and Chief Executive Officer, and Herbert Simon, Simon’s Chairman] Emeritus, as well as David Simon's employment agreement, contain covenants limiting their ability to participate in certain shopping center activities.

[removed: At December 31, 2016, we had remaining authority to repurchase $1.4 billion of common stock, and on] [added: On] February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the [added: previously authorized $2.0 billion common stock repurchase plan, or the] Repurchase [removed: Program] [added: Program,] through March 31, 2019.

| | · | | issued [removed: 5,580,501] [added: 6,010,621] shares of Simon common stock upon the exchange of units in the Operating Partnership; |

| | · | | issued [removed: 210,571] [added: 203,722] restricted shares of Simon common stock and [removed: 1,353,830] [added: 987,923] 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; |

| | · | | purchased [removed: 3,312,537] [added: 5,781,167] shares of Simon common stock in the open market for [removed: $598.3 million] [added: $1.0 billion] pursuant to our Repurchase Program; |

| | · | | amended and extended the Credit Facility in [removed: April 2014] [added: March 2017] to [removed: increase our borrowing capacity and] extend its [removed: term;] [added: term and reduce the base interest rate of the Credit Facility;] |

| | · | | borrowed a maximum amount of [removed: $1.5 billion] [added: $960.9 million] under the Credit Facilities; the outstanding amount of borrowings under the Credit Facilities as of December 31, [removed: 2016] [added: 2017] was [removed: $316.5] [added: $322.6] million, of which [removed: $191.5] [added: $197.6] million was related to [added: the] U.S. dollar equivalent of Yen‑denominated borrowings; |

| | · | | [removed: established a global Commercial Paper program and] increased the borrowing capacity [added: of the Commercial Paper program] from $500.0 million to $1.0 billion; the outstanding amount of Commercial Paper notes as of December 31, [removed: 2016 was $953.7 million, of which $79.3 million] [added: 2017] was [removed: related to U.S. dollar equivalent of Euro‑denominated notes;] [added: $978.5 million;] and |

At December 31, [removed: 2016,] [added: 2017,] we and our affiliates employed approximately 5,000 persons at various properties and offices throughout the United States, of which approximately [removed: 1,900] [added: 1,700] were part‑time.

Approximately [removed: 1,100] [added: 1,000] of these employees were located at our corporate headquarters in Indianapolis, Indiana.

The following table sets forth certain information with respect to Simon’s executive officers as of February [removed: 24, 2017.][added: 23, 2018.]

| David Simon | | [removed: 55] [added: 56] | | Chairman [added: of the Board] and Chief Executive Officer |

| Richard S. Sokolov | | [removed: 67] [added: 68] | | President and Chief Operating Officer |

| Andrew Juster | | [removed: 64] [added: 65] | | Executive Vice President and Chief Financial Officer |

| John Rulli | | [removed: 60] [added: 61] | | [removed: Senior Executive Vice] President [added: of Malls] and Chief Administrative Officer |

| Steven E. Fivel | | [removed: 56] [added: 57] | | General Counsel and Secretary |

| Alexander L. W. Snyder | | [removed: 47] [added: 48] | | Assistant General Counsel and Assistant Secretary |

| Steven K. Broadwater | | [removed: 50] [added: 51] | | Senior Vice President and Chief Accounting Officer |

| Brian J. McDade | | [removed: 37] [added: 38] | | Senior Vice President and Treasurer |

The executive officers of Simon serve at the pleasure of Simon’s Board of [removed: Directors] [added: Directors,] except for David Simon [removed: and Richard S.][added: who is subject to an employment agreement which may call for certain payments upon termination.]

Mr. Simon has also been a director of Simon or its predecessor since its incorporation [added: in 1993.]

We have one outlet under development in the United States.

On March 17, 2017, the Operating Partnership amended and extended the Credit Facility.

The base interest rate on the Credit Facility was reduced to LIBOR plus 77.5 basis points from LIBOR plus 80 basis points, with a facility fee of 10 basis points.

The Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.25 billion during its term.

On February 15, 2018, the Operating Partnership amended and extended the Supplemental Facility.

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 was extended to June 30, 2022 and can be extended for an additional year to June 30, 2023 at our sole option, subject to our continued compliance with the terms thereof.

The base interest rate on the Supplemental Facility was reduced to LIBOR plus 77.5 basis points from LIBOR plus 80 basis points, with a facility fee of 10 basis points.

The Operating Partnership may issue

Noncompetition agreements executed by David Simon, Simon’s Chairman and Chief Executive Officer, and Herbert Simon, Simon’s

At December 31, 2017, we had remaining authority to repurchase $1.0 billion of common stock.

Mr. Rulli was promoted to President of Malls in 2017.

On April 6, 2016, the Operating Partnership amended the Supplemental Facility to, among other matters, (i) exercise its $750.0 million accordion feature such that the Supplemental Facility’s borrowing capacity was increased from $2.75 billion to $3.50 billion and (ii) add a new $750.0 million accordion feature to permit us to further increase the Supplemental Facility’s borrowing capacity to $4.25 billion during its term.

The Commercial Paper program is supported by the Credit Facilities and, if necessary or

| --- | --- | --- | --- |

On April 2, 2015, Simon’s Board of Directors authorized Simon to repurchase up to $2.0 billion of its common stock over a twenty‑four month period as market conditions warrant, or the Repurchase Program.

| | · | | issued 555,150 units in the Operating Partnership in exchange for the remaining interest in a former joint venture property; |

| David J. Contis | | 58 | | Senior Executive Vice President — President, Simon Malls |

Sokolov who are subject to employment agreements which may call for certain payments upon termination.

in 1993.

Mr. Contis serves as Simon’s Senior Executive Vice President and President of Simon Malls.

Mr. Contis joined Simon in 2011.

Prior to joining Simon, Mr. Contis served as the President of Real Estate at Equity Group Investments, LLC.

Mr. Contis has over 35 years of domestic and international real estate experience including 25 years overseeing both public and private mall portfolios.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a [removed: non‑accelerated] [added: non-accelerated] filer, [removed: or a] smaller reporting [added: company, or an emerging growth] company.

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

| | | (Do not check if a smaller reporting company) | [added: Emerging growth company ☐] |

| | | (Do not check if a smaller reporting company) | [added: Emerging growth company ☐] |

The aggregate market value of shares of common stock held by non‑affiliates of Simon Property Group, Inc. was approximately [removed: $67,680] [added: $49,945] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2016.][added: 2017.]

As of January 31, [removed: 2017,] [added: 2018,] Simon Property Group, Inc. had [removed: 319,824,215] [added: 320,328,774] 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, [removed: 2016.][added: 2017.]

Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its [removed: 2017] [added: 2018] Annual Meeting of Stockholders are incorporated by reference in Part III.

This report combines the annual reports on Form 10‑K for the annual period ended December 31, [removed: 2016] [added: 2017] of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership.

As of December 31, [removed: 2016,] [added: 2017,] Simon owned an approximate 86.9% ownership interest in the Operating Partnership, with the remaining 13.1% ownership interest owned by limited partners.

| | · | | a single set of [removed: condensed] 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; |

In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to [removed: “we” and “us”] actions or holdings [added: 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 [removed: reference] [added: 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.

| [1B.](#Item1BUnresolvedStaffComments_684948) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_684948) | [removed: 20] [added: 21] |

| [2.](#Item2Properties_409659) | | [Properties](#Item2Properties_409659) | [removed: 20] [added: 22] |

| [7A.](#Item7AQualitativeandQuantitativeDisclosu) | | [Qualitative and Quantitative Disclosure About Market Risk](#Item7AQualitativeandQuantitativeDisclosu) | [removed: 73] [added: 74] |

10-K 1 spg-20171231x10k.htm 10-K

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. ☐ |

December 31, 2017

| --- | --- | --- | --- |

| [16.](#Item_16) | | [Form 10-K Summary](#Item_16) | 130 |

| | | | |

| [Signatures](#SIGNATURES) | | | 136 |

10-K 1 spg-20161231x10k.htm 10-K

December 31, 2016

| [Signatures](#SIGNATURES) | | | 131 |

Our [removed: 108] [added: 107] malls are generally enclosed centers and range in size from approximately 260,000 to 2.7 million square feet of GLA.

Our malls contain in the aggregate more than [removed: 13,600] [added: 13,200] occupied stores, including [removed: 504] [added: 500] anchors, which are predominately national or international retailers.

Our [removed: 67] [added: 68] Premium Outlets range in size from approximately 150,000 to [removed: 890,000] [added: 900,000] square feet of GLA.

We also have interests in four lifestyle centers and [removed: 13 domestic] [added: 14] other retail properties.

The other retail properties range in size from approximately 160,000 to [removed: 850,000] [added: 890,000] square feet of GLA and are considered non‑core to our business model.

In total, the lifestyle centers and other retail properties represent approximately [removed: 1.0%] [added: 0.6%] of our [removed: total operating income before depreciation and amortization.][added: NOI.]

As of December 31, [removed: 2016,] [added: 2017,] approximately [removed: 96.8%] [added: 95.6%] of the owned GLA in malls and Premium Outlets was leased and approximately 98.4% of the owned GLA for The Mills was leased.

We wholly own 134 of our properties, effectively control 13 properties in which we have a joint venture interest, and hold the remaining [removed: 59] [added: 60] properties through unconsolidated joint venture interests.

We are the managing or co‑managing general partner or member of [removed: 202] [added: 203] properties in the United States.

Seritage Growth Properties, or Seritage, a public REIT [removed: recently] formed by Sears, now holds Sears’ interest in the joint venture.

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, [removed: 2016.][added: 2017.]

| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | [removed: 94.4] [added: 87.1] | % | [removed: 473,103] [added: 473,243] | | Belk, JCPenney, Sears, [removed: Carmike] [added: AMC] Cinemas |

| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 100.0] [added: 98.0] | % | [removed: 585,707] [added: 583,949] | | Macy's, Sears, [removed: (8)] [added: Reliant Medical Group (6)] |

| 3. | Aventura Mall (1) (13) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | [removed: 98.9] [added: 96.7] | % | [removed: 2,087,694] [added: 2,176,391] | | Bloomingdale's, Macy's (9), JCPenney, [removed: Sears,] Nordstrom, Equinox Fitness Clubs, AMC Theatres |

| 4. | Avenues, The | | FL | | Jacksonville | | Fee | | 25.0 | % (4) (2) | Built 1990 | | [removed: 96.5] [added: 96.3] | % | [removed: 1,112,428] [added: 1,112,613] | | Belk, Dillard's, JCPenney, Sears, Forever 21 |

| 5. | Barton Creek Square | | TX | | Austin | | Fee | | 100.0 | % | Built 1981 | | 98.3 | % | [removed: 1,429,503] [added: 1,430,185] | | Nordstrom, Macy's, Dillard's (9), JCPenney, Sears, AMC Theatre |

| 6. | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | 100.0 | % | Built 1970 | | [removed: 95.0] [added: 95.8] | % | [removed: 1,201,327] [added: 1,201,369] | | Macy's, Dillard's (9), JCPenney, Sears |

| 7. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | [removed: 92.2] [added: 90.9] | % | [removed: 711,918] [added: 711,793] | | Younkers (9), Kohl's, ShopKo, Marcus Cinema 16 |

| 8. | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 96.1] [added: 96.8] | % | [removed: 1,319,447] [added: 1,319,228] | | Nordstrom, Macy's (9), JCPenney, Sears [added: (6)] |

| 9. | Briarwood Mall | | MI | | Ann Arbor | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 98.7] [added: 98.8] | % | [removed: 980,224] [added: 978,060] | | Macy's, JCPenney, Sears, Von [removed: Maur] [added: Maur, Hilton Garden Inn (17), Towne Place Suites by Marriott (17)] |

| 10. | Brickell City Centre | | FL | | Miami | | Fee | | 25.0 | % (4) | Built 2016 | | [removed: 68.3] [added: 86.8] | % | [removed: 476,015] [added: 476,799] | | Saks Fifth Avenue, [removed: Cinemex] [added: Cinemex, Zara, EAST, Miami Hotel (17), La Centrale] (6) |

| 11. | Broadway Square | | TX | | Tyler | | Fee | | 100.0 | % | Acquired 1994 | | [removed: 97.2] [added: 96.4] | % | [removed: 628,796] [added: 626,927] | | Dillard's, JCPenney, Sears [added: (6)] |

| 12. | Burlington Mall | | MA | | Burlington (Boston) | | Fee and Ground Lease [removed: (2048)] [added: (2026)] (7) | | 100.0 | % | Acquired 1998 | | [removed: 97.2] [added: 97.3] | % | [removed: 1,313,125] [added: 1,312,595] | | Macy's, Lord & Taylor, [removed: Sears,] [added: Sears (6),] Nordstrom, Crate & Barrel, Primark, Arhaus Furniture |

| 13. | Cape Cod Mall | | MA | | Hyannis | | Fee and Ground Leases (2029-2073) (7) | | 56.4 | % (4) | Acquired 1999 | | [removed: 93.0] [added: 93.2] | % | [removed: 728,380] [added: 701,627] | | Macy's (9), [removed: Sears,] [added: Sears (6),] Best Buy, Marshalls, Barnes & Noble, Regal Cinema |

| 14. | Castleton Square | | IN | | Indianapolis | | Fee | | 100.0 | % | Built 1972 | | [removed: 96.8] [added: 95.7] | % | [removed: 1,381,812] [added: 1,381,673] | | Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, AMC Theatres |

| 15. | Cielo Vista Mall | | TX | | El Paso | | Fee and Ground Lease (2027) (7) | | 100.0 | % | Built 1974 | | [removed: 99.8] [added: 100.0] | % | [removed: 1,245,292] [added: 1,245,359] | | Macy's, Dillard's (9), JCPenney, Sears, Cinemark Theatres |

| 16. | Coconut Point | | FL | | Estero | | Fee | | 50.0 | % (4) | Built 2006 | | [removed: 94.2] [added: 89.4] | % | [removed: 1,205,363] [added: 1,205,436] | | Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, PetsMart, Ross, [removed: Cost Plus World Market,] T.J. Maxx, Hollywood Theatres, Super Target, Michael's, [added: Total Wine & More, Tuesday Morning, Hyatt Place Coconut Point (17), TownePlace Suites by Marriott (17),] (8) |

| [removed: 18.] [added: 17.] | College Mall | | IN | | Bloomington | | Fee and Ground Lease (2048) (7) | | 100.0 | % | Built 1965 | | [removed: 95.8] [added: 86.4] | % | [removed: 537,064] [added: 578,016] | | Macy's, Target, Dick's Sporting Goods, Bed Bath & Beyond, [removed: 365 by Whole Foods (6), Ulta] [added: Ulta, Fresh Thyme] (6) |

| [removed: 19.] [added: 18.] | Columbia Center | | WA | | Kennewick | | Fee | | 100.0 | % | Acquired 1987 | | [removed: 96.2] [added: 97.3] | % | [removed: 795,305] [added: 795,185] | | Macy's (9), JCPenney, Sears, Barnes & Noble, Regal Cinema, DSW, Home Goods |

| [removed: 20.] [added: 19.] | Copley Place | | MA | | Boston | | Fee | | 94.4 | % (12) | Acquired 2002 | | [removed: 85.5] [added: 84.9] | % | [removed: 1,255,797] [added: 1,257,774] | | Neiman Marcus, Barneys New [removed: York] [added: York, Marriott Boston Copley Place (17), The Westin Copley Place (17)] |

| [removed: 21.] [added: 20.] | Coral Square | | FL | | Coral Springs (Miami) | | Fee | | 97.2 | % | Built 1984 | | [removed: 96.9] [added: 99.7] | % | [removed: 943,891] [added: 944,133] | | Macy's (9), JCPenney, Sears, Kohl's |

| [removed: 22.] [added: 21.] | Cordova Mall | | FL | | Pensacola | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 99.7] [added: 98.1] | % | [removed: 928,709] [added: 929,739] | | Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods |

| [removed: 23.] [added: 22.] | Crystal Mall | | CT | | Waterford | | Fee | | 78.2 | % (4) | Acquired 1998 | | [removed: 86.1] [added: 86.8] | % | [removed: 782,786] [added: 782,987] | | Macy's, JCPenney, Sears, Bed Bath & Beyond, Christmas Tree Shops |

| [removed: 24.] [added: 23.] | Dadeland Mall | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 1997 | | [removed: 99.3] [added: 100.0] | % | [removed: 1,498,485] [added: 1,497,141] | | Saks Fifth Avenue, Nordstrom, Macy's (9), [removed: JCPenney] [added: JCPenney, AC Hotel by Marriott (6)] |

| [removed: 25.] [added: 24.] | Del Amo Fashion Center | | CA | | Torrance (Los Angeles) | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 93.8] [added: 92.8] | % | [removed: 2,371,068] [added: 2,449,512] | | Nordstrom, Macy's (9), JCPenney, Sears, Marshalls (11), Barnes & Noble, JoAnn Fabrics, Crate & Barrel, L.A. Fitness, AMC Theatres, Dick's Sporting [removed: Goods (6),] [added: Goods,] Dave & Buster's (6), (8) |

| [removed: 26.] [added: 25.] | Domain, The | | TX | | Austin | | Fee | | 100.0 | % | Built 2006 | | [removed: 97.3] [added: 94.4] | % | [removed: 1,234,352] [added: 1,233,354] | | Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl [removed: Social] [added: Social, Westin Austin at The Domain, (18)] |

| [removed: 27.] [added: 26.] | Dover Mall | | DE | | Dover | | Fee and Ground Lease (2041) (7) | | 68.1 | % (4) | Acquired 2007 | | [removed: 91.5] [added: 87.3] | % | [removed: 928,194] [added: 928,259] | | Macy's, JCPenney, Boscov's, Sears, [removed: Carmike] [added: AMC] Cinemas, Dick's Sporting Goods |

| [removed: 28.] [added: 27.] | Emerald Square | | MA | | North Attleboro (Providence, RI) | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 88.3] [added: 89.0] | % | [removed: 1022435] [added: 1,022,436] | | Macy's (9), JCPenney, Sears |

| [removed: 29.] [added: 28.] | Empire Mall | | SD | | Sioux Falls | | Fee and Ground Lease (2033) (7) | | 100.0 | % | Acquired 1998 | | [removed: 96.1] [added: 94.4] | % | [removed: 1,125,718] [added: 1,125,747] | | Macy's, Younkers, JCPenney, Sears, Gordmans, Hy-Vee, Dick's Sporting Goods |

| [removed: 30.] [added: 29.] | Falls, The | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 95.8] [added: 96.7] | % | [removed: 838,459] [added: 833,574] | | Bloomingdale's, Macy's, Regal Cinema, The Fresh Market |

On November 3, 2017, we acquired additional interests in the real estate assets and/or rights to terminate leases related to twelve Sears stores located at our malls (including five stores previously held in our joint venture with Seritage), in order to redevelop these properties.

Four of the Sears stores are at properties held in unconsolidated joint ventures.

Our joint venture with Seritage now covers the former Sears properties located at five of our malls.

| 74. | Shops at Clearfork, The | | TX | | Fort Worth | | Fee and Ground Lease (2067) (7) | | 45.0 | % (4) | Built 2017 | | 71.5 | % | 486,555 | | Neiman Marcus, Arhaus Furniture, AMC Theatre (6), Pinstripes (6), WeWork (6) |

| | Total Mall GLA | | | | | | | | | | | | | | 120,988,749 | (19) | |

| 36. | Norfolk Premium Outlets | | VA | | Norfolk | | Fee | | 65.0 | % (4) | Built 2017 | | 79.4 | % | 332,101 | | A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Gap Outlet, H&M (6), Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour |

| | (16) | | Indicates box, anchor, major or project currently under development/construction by a third party. |

| | (17) | | Owned by a third party. |

| | (18) | | Includes multi-family tenant on-site. |

| Auburn Mall — 85,619 sq. ft. | Menlo Park Mall — 74,440 sq. ft. |

| Copley Place — 890,408 sq. ft. | Plaza Carolina — 27,398 sq. ft. |

| Month to Month Leases | | 538 | | 1,620,804 | | $ | 52.55 | | 1.6 | % |

| 2018 | | 2,308 | | 7,771,584 | | $ | 50.94 | | 7.2 | % |

| 2019 | | 2,402 | | 8,614,995 | | $ | 49.85 | | 7.8 | % |

| 2020 | | 2,040 | | 7,061,647 | | $ | 51.41 | | 6.6 | % |

| 2021 | | 1,912 | | 7,494,766 | | $ | 49.89 | | 6.9 | % |

| 2022 | | 1,951 | | 7,450,008 | | $ | 50.07 | | 6.8 | % |

| 2023 | | 1,911 | | 7,590,037 | | $ | 54.64 | | 7.5 | % |

| 2024 | | 1,541 | | 5,863,148 | | $ | 60.22 | | 6.5 | % |

| 2025 | | 1,428 | | 5,337,111 | | $ | 63.21 | | 6.2 | % |

| 2026 | | 1,304 | | 4,649,649 | | $ | 60.44 | | 5.1 | % |

| 2027 | | 1,013 | | 3,721,038 | | $ | 60.65 | | 4.1 | % |

| 2028 and Thereafter | | 447 | | 2,891,107 | | $ | 45.97 | | 2.5 | % |

| Specialty Leasing Agreements w/ terms in excess of 12 months | | 1,177 | | 3,232,193 | | $ | 19.06 | | 1.2 | % |

| 2018 | | 4 | | 438,930 | | $ | 4.41 | | 0.0 | % |

| 2019 | | 15 | | 1,557,095 | | $ | 4.16 | | 0.1 | % |

| 2020 | | 27 | | 3,336,350 | | $ | 4.79 | | 0.3 | % |

| 2022 | | 16 | | 2,391,104 | | $ | 6.00 | | 0.2 | % |

| 2023 | | 18 | | 2,477,479 | | $ | 6.85 | | 0.3 | % |

| 2024 | | 14 | | 958,890 | | $ | 11.04 | | 0.2 | % |

| 2026 | | 5 | | 651,342 | | $ | 4.52 | | 0.1 | % |

| 2027 | | 8 | | 1,104,436 | | $ | 4.87 | | 0.1 | % |

| 2028 and Thereafter | | 20 | | 2,508,498 | | $ | 6.69 | | 0.3 | % |

On April 7, 2017, this European investee acquired an additional 15.7% investment in the Roermond Designer Outlets Phase 4 expansion, bringing its total noncontrolling interest in the expansion to 51.3%.

On April 21, 2017, this European investee acquired a 100% interest in an outlet center in Roosendaal, Netherlands.

| 14. | | Siehung Premium Outlets | | Siehung | | Fee | | 50.0 | % | 2017 | | 444,400 | | Adidas, Armani, Bean Pole, Calvin Klein, Coach, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, The North Face | |

| 16. | | Genting Highlands Premium Outlets | | Kuala Lumpur | | Fee | | 50.0 | % | 2017 | | 278,000 | | Adidas, Brooks Brothers, Coach, Furla, Kate Spade New York, Lacoste, Michael Kors, Padini, Polo Ralph Lauren, Puma | |

| 5. | | Roermond Designer Outlet Phase 4 | | Roermond | | Fee | | 46.1 | % | 2017 | | 125,000 | | Adidas, Karl Lagerfield, La Place, Liu Jo, Longchamp, Tag Heuer, Tom Tailor, Woolrich | |

| 6. | | Rosada Designer Outlet | | Roosendaal | | Fee | | 94.0 | % | 2017 | | 247,500 | | Adidas, Calvin Klein, Esprit, Guess, Levi's, Nike, Puma, S. Oliver | |

| | | Subtotal Netherlands | | | | | | | | | | 545,500 | | | |

| | | | | | | | | | | | | | | | | | |

| 17. | Coddingtown Mall | | CA | | Santa Rosa | | Fee | | 50.0 | % (4) | Acquired 2005 | | 67.8 | % | 822,133 | | Macy's, JCPenney, Whole Foods, Target, Nordstrom Rack, Dick's Sporting Goods, Crunch Fitness (6) |

| | Total Mall GLA | | | | | | | | | | | | | | 122,204,698 | (16) | |

| Copley Place — 889,295 sq. ft. | Oxford Valley Mall — 134,536 sq. ft. |

| Month to Month Leases | | 504 | | 1,401,156 | | $ | 50.45 | | 1.3 | % |

| 2017 | | 2,270 | | 7,085,182 | | $ | 49.34 | | 6.5 | % |

| 2018 | | 2,574 | | 9,093,574 | | $ | 49.37 | | 8.3 | % |

| 2019 | | 2,107 | | 7,892,781 | | $ | 48.70 | | 7.2 | % |

| 2020 | | 1,699 | | 6,129,511 | | $ | 51.09 | | 5.8 | % |

| 2021 | | 1,913 | | 7,527,352 | | $ | 48.72 | | 6.9 | % |

| 2022 | | 1,605 | | 6,326,876 | | $ | 49.91 | | 5.9 | % |

| 2023 | | 1,706 | | 6,472,119 | | $ | 55.56 | | 6.8 | % |

| 2024 | | 1,501 | | 5,824,708 | | $ | 57.64 | | 6.3 | % |

| 2025 | | 1,503 | | 5,569,706 | | $ | 61.59 | | 6.4 | % |

| 2026 | | 1,311 | | 4,700,832 | | $ | 58.24 | | 5.1 | % |

| 2027 and Thereafter | | 514 | | 2,840,813 | | $ | 47.18 | | 2.6 | % |

| Specialty Leasing Agreements w/ terms in excess of 12 months | | 955 | | 2,517,423 | | $ | 18.63 | | 0.9 | % |

| 2017 | | 5 | | 440,481 | | $ | 5.55 | | 0.0 | % |

| 2018 | | 14 | | 1,830,469 | | $ | 4.95 | | 0.2 | % |

| 2019 | | 19 | | 2,179,119 | | $ | 4.94 | | 0.2 | % |

| 2020 | | 24 | | 2,940,472 | | $ | 4.67 | | 0.3 | % |

| 2022 | | 17 | | 2,347,303 | | $ | 6.13 | | 0.2 | % |

| 2023 | | 9 | | 1,264,489 | | $ | 8.82 | | 0.2 | % |

| 2024 | | 11 | | 659,968 | | $ | 11.82 | | 0.1 | % |

| 2026 | | 5 | | 486,695 | | $ | 8.66 | | 0.1 | % |

| 2027 and Thereafter | | 24 | | 3,100,963 | | $ | 5.03 | | 0.3 | % |

In February 2016, we and our partner, through this European investee, acquired a noncontrolling 75.0% ownership interest in an outlet center in Ochtrup, Germany.

On July 25, 2016, this European investee also acquired the remaining 33% interest in two Italian outlet centers in Naples and Venice.

| | | Subtotal Netherlands | | | | | | | | | | 173,000 | | | |

Mortgage Financing on Properties

As of December 31, 2016

(Dollars in thousands)

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| La Reggia Designer Outlets Phases 1 & 2 | | 1.13 | % | (25) | | 56,798 | (30) | | | 5,249 | | | 03/31/27 | |

As of December 31, 2016

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

The number of holders of record of common stock outstanding was [removed: 1,208] [added: 1,128] as of February 14, [removed: 2017.][added: 2018.]

Common stock cash dividends during [removed: 2015] [added: 2017] aggregated [removed: $6.05] [added: $7.15] per share.

In January [removed: 2017,] [added: 2018,] Simon’s Board of Directors declared a quarterly cash dividend of [removed: $1.75] [added: $1.95] per share of common stock payable on February 28, [removed: 2017] [added: 2018] to stockholders of record on February 14, [removed: 2017.][added: 2018.]

During the fourth quarter of [removed: 2016,] [added: 2017,] we issued an aggregate of [removed: 250,500] [added: 375,560] shares of common stock to limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership, as follows:

| | | | | | | | Total number [removed: of] | | Approximate [removed: value] | | |

| | | Total number | | Average | | | [removed: shares purchased as] [added: part of publicly] | | [removed: of shares that may] [added: be purchased] | | |

| Period | | purchased | | per share | | | [removed: announced] programs | | [removed: under] programs (1) | | |

| | (1) | | On [removed: April 2, 2015,] [added: February 13, 2017,] Simon’s Board of Directors authorized [removed: Simon to repurchase up to $2.0 billion of its common stock over] a [removed: twenty-four month period as market conditions warrant. On February 13, 2017,] [added: two-year extension of] the [removed: program was extended and will expire on] [added: previously authorized $2.0 billion Repurchase Program through] March 31, 2019. [added: Under the Repurchase Program,] Simon may repurchase the shares in the open market or in privately negotiated transactions. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon. |

| 1st Quarter | | | | | | | | | | | $ | [removed: 1.40] [added: 1.75] | |

| 2nd Quarter | | | | | | | | | | | | [removed: 1.50] [added: 1.75] | |

| 3rd Quarter | | | | | | | | | | | | [removed: 1.55] [added: 1.80] | |

| 4th Quarter | | | | | | | | | | | | [removed: 1.60] [added: 1.85] | |

The number of holders of record of units was [removed: 266] [added: 269] as of February 14, [removed: 2017.][added: 2018.]

Distributions during [removed: 2015] [added: 2017] aggregated [removed: $6.05] [added: $7.15] per unit.

In January [removed: 2017,] [added: 2018,] Simon’s Board of Directors declared a quarterly cash dividend of [removed: $1.75] [added: $1.95] per share.

| 2017 | | | | | | | | | | | | | |

| 1st Quarter | | $ | 188.10 | | $ | 163.55 | | $ | 172.03 | | $ | 1.75 | |

| 2nd Quarter | | | 176.17 | | | 150.15 | | | 161.76 | | | 1.75 | |

| 3rd Quarter | | | 167.12 | | | 152.51 | | | 161.01 | | | 1.80 | |

| 4th Quarter | | | 172.35 | | | 153.71 | | | 171.74 | | | 1.85 | |

| | · | | 340,124 shares on December 13, 2017, and |

| | · | | 35,436 shares on November 22, 2017. |

| | | | | | | | of shares | | value of shares | | |

| | | | | | | | purchased as | | that may yet | | |

| | | of shares | | price paid | | | announced | | under | | |

| October 1, 2017-October 31, 2017 | | — | (1) | $ | — | | — | | $ | 1,005,557,111 | |

| November 1, 2017-November 30, 2017 | | 68,800 | (1) | $ | 155.69 | | 68,800 | | $ | 994,845,364 | |

| December 1, 2017-December 31, 2017 | | 779 | | $ | 155.86 | | 779 | | $ | 994,723,946 | |

| | | 69,579 | | $ | 155.70 | | 69,579 | | | | |

| 2017 | | | | | | | | | | | | | |

| 2015 | | | | | | | | | | | | | |

| 1st Quarter | | $ | 206.31 | | $ | 178.84 | | $ | 195.64 | | $ | 1.40 | |

| 2nd Quarter | | | 202.28 | | | 170.99 | | | 173.02 | | | 1.50 | |

| 3rd Quarter | | | 200.23 | | | 171.87 | | | 183.72 | | | 1.55 | |

| 4th Quarter | | | 208.14 | | | 180.55 | | | 194.44 | | | 1.60 | |

| | · | | 250,000 shares on December 23, 2016, and |

| | · | | 500 shares on December 2, 2016. |

| | | of shares | | price paid | | | part of publicly | | yet be purchased | | |

| October 1, 2016-October 31, 2016 | | — | | $ | — | | — | | $ | 1,656,993,026 | |

| November 1, 2016-November 30, 2016 | | 992,800.000 | | $ | 181.33 | | 992,800.000 | | $ | 1,476,972,418 | |

| December 1, 2016-December 31, 2016 | | 416,397.000 | | $ | 180.71 | | 416,397.000 | | $ | 1,401,725,841 | |

| | | 1,409,197.000 | | $ | 181.14 | | 1,409,197.000 | | | | |

| 2015 | | | | | | | | | | | | | |

| | | [removed: 2016] [added: 2017] (1) | | | [removed: 2015] [added: 2016] (2) | | | [removed: 2014] [added: 2015] (3) | | | [removed: 2013] [added: 2014 (4)] | | | [removed: 2012] [added: 2013] | | |

| Total consolidated revenue | | $ | [removed: 5,435,229] [added: 5,538,640] | | $ | [removed: 5,266,103] [added: 5,435,229] | | $ | [removed: 4,870,818] [added: 5,266,103] | | $ | [removed: 4,543,849] [added: 4,870,818] | | $ | [removed: 4,256,157] [added: 4,543,849] | |

| Consolidated income from continuing operations | | | [added: 2,244,903 | | |] 2,134,706 | | | 2,139,375 | | | 1,622,165 | | | 1,366,793 | | [removed: | 1,563,242 | |]

| Consolidated net income | | | [added: 2,244,903 | | |] 2,134,706 | | | 2,139,375 | | | 1,651,526 | | | 1,551,590 | | [removed: | 1,719,632 | |]

| Net income attributable to common stockholders - SPG Inc. | | | [added: 1,944,625 | | |] 1,835,559 | | | 1,824,383 | | | 1,405,251 | | | 1,316,304 | | [removed: | 1,431,159 | |]

| Net income attributable to unitholders - SPG L.P. | | | [added: 2,239,638 | | |] 2,122,236 | | | 2,131,139 | | | 1,643,783 | | | 1,537,348 | | [removed: | 1,705,860 | |]

| Income from continuing operations | | $ | [removed: 5.87] [added: 6.24] | | $ | [removed: 5.88] [added: 5.87] | | $ | [removed: 4.44] [added: 5.88] | | $ | [removed: 3.73] [added: 4.44] | | $ | [removed: 4.29] [added: 3.73] | |

| Discontinued operations | | | — | | | — | | | [removed: 0.08] [added: —] | | | [removed: 0.51] [added: 0.08] | | | [removed: 0.43] [added: 0.51] | |

| Net income attributable to common stockholders | | $ | [removed: 5.87] [added: 6.24] | | $ | [removed: 5.88] [added: 5.87] | | $ | [removed: 4.52] [added: 5.88] | | $ | [removed: 4.24] [added: 4.52] | | $ | [removed: 4.72] [added: 4.24] | |

| Basic weighted average shares outstanding | | | [added: 311,517 | | |] 312,691 | | | 310,103 | | | 310,731 | | | 310,255 | | [removed: | 303,137 | |]

| Diluted weighted average shares outstanding | | | [added: 311,517 | | |] 312,691 | | | 310,103 | | | 310,731 | | | 310,255 | | [removed: | 303,138 | |]

| Dividends per share [removed: (4)] [added: (5)] | | $ | [removed: 6.50] [added: 7.15] | | $ | [removed: 6.05] [added: 6.50] | | $ | [removed: 5.15] [added: 6.05] | | $ | [removed: 4.65] [added: 5.15] | | $ | [removed: 4.10] [added: 4.65] | |

| Income from continuing operations | | $ | [removed: 5.87] [added: 6.24] | | $ | [removed: 5.88] [added: 5.87] | | $ | [removed: 4.44] [added: 5.88] | | $ | [removed: 3.73] [added: 4.44] | | $ | [removed: 4.29] [added: 3.73] | |

| Discontinued operations | | | — | | | — | | | [removed: 0.08] [added: —] | | | [removed: 0.51] [added: 0.08] | | | [removed: 0.43] [added: 0.51] | |

| Net income attributable to unitholders | | $ | [removed: 5.87] [added: 6.24] | | $ | [removed: 5.88] [added: 5.87] | | $ | [removed: 4.52] [added: 5.88] | | $ | [removed: 4.24] [added: 4.52] | | $ | [removed: 4.72] [added: 4.24] | |

| Basic weighted average units outstanding | | | [added: 358,777 | | |] 361,527 | | | 362,244 | | | 363,476 | | | 362,356 | | [removed: | 361,323 | |]

| Diluted weighted average units outstanding | | | [added: 358,777 | | |] 361,527 | | | 362,244 | | | 363,476 | | | 362,356 | | [removed: | 361,324 | |]

| Distributions per unit [removed: (4)] [added: (5)] | | $ | [removed: 6.50] [added: 7.15] | | $ | [removed: 6.05] [added: 6.50] | | $ | [removed: 5.15] [added: 6.05] | | $ | [removed: 4.65] [added: 5.15] | | $ | [removed: 4.10] [added: 4.65] | |

| Cash and cash equivalents | | $ | [removed: 560,059] [added: 1,482,309] | | $ | [removed: 701,134] [added: 560,059] | | $ | [removed: 612,282] [added: 701,134] | | $ | [removed: 1,691,006] [added: 612,282] | | $ | [removed: 1,153,532] [added: 1,691,006] | |

| Total assets | | | [added: 32,257,638 | | |] 31,103,578 | | | 30,565,182 | | | 29,447,591 | | | 33,239,161 | | [removed: | 32,487,435 | |]

| Mortgages and other indebtedness | | | [added: 24,632,463 | | |] 22,977,104 | | | 22,416,682 | | | 20,768,254 | | | 22,584,504 | | [removed: | 22,087,677 | |]

| Total equity | | | [added: 4,238,764 | | |] 4,959,912 | | | 5,216,369 | | | 5,951,505 | | | 6,822,632 | | [removed: | 6,893,089 | |]

| Operating activities | | $ | [removed: 3,372,694] [added: 3,593,788] | | $ | [removed: 3,024,685] [added: 3,372,694] | | $ | [removed: 2,730,420] [added: 3,024,685] | | $ | [removed: 2,700,996] [added: 2,730,420] | | $ | [removed: 2,513,072] [added: 2,700,996] | |

| Investing activities | | | [added: (761,467) | | |] (969,026) | | | (1,462,720) | | | (897,266) | | | (948,088) | | [removed: | (3,580,671) | |]

| Financing activities | | | [added: (1,910,071) | | |] (2,544,743) | | | (1,473,113) | | | (2,937,735) | | | (1,220,563) | | [removed: | 1,453,467 | |]

| Ratio of Earnings to Fixed Charges and Preferred Stock Dividends | | | [added: 3.26x | | |] 2.95x | | | 2.70x | | | 2.39x | | | 2.22x | | [removed: | 2.43x | |]

| Funds from Operations (FFO) [removed: (5)] [added: (6)] | | $ | [removed: 3,792,951] [added: 4,020,505] | | $ | [removed: 3,571,237] [added: 3,792,951] | | $ | [removed: 3,235,298] [added: 3,571,237] | | $ | [removed: 3,205,693] [added: 3,235,298] | | $ | [removed: 2,884,915] [added: 3,205,693] | |

| Dilutive FFO allocable to common stockholders | | $ | [removed: 3,280,590] [added: 3,490,910] | | $ | [removed: 3,057,193] [added: 3,280,590] | | $ | [removed: 2,765,819] [added: 3,057,193] | | $ | [removed: 2,744,770] [added: 2,765,819] | | $ | [removed: 2,420,348] [added: 2,744,770] | |

| Diluted FFO per share | | $ | [removed: 10.49] [added: 11.21] | | $ | [removed: 9.86] [added: 10.49] | | $ | [removed: 8.90] [added: 9.86] | | $ | [removed: 8.85] [added: 8.90] | | $ | [removed: 7.98] [added: 8.85] | |

| Ratio of Earnings to Fixed Charges | | | [added: 3.28x | | |] 2.97x | | | 2.71x | | | 2.40x | | | 2.23x | | [removed: | 2.44x | |]

| Funds from Operations (FFO) [removed: (5)] [added: (6)] | | $ | [removed: 3,792,951] [added: 4,020,505] | | $ | [removed: 3,571,237] [added: 3,792,951] | | $ | [removed: 3,235,298] [added: 3,571,237] | | $ | [removed: 3,205,693] [added: 3,235,298] | | $ | [removed: 2,884,915] [added: 3,205,693] | |

| | [removed: (1)] [added: (2)] | | During the year ended December 31, 2016, we recorded a $136.8 million loss on extinguishment of debt associated with the early redemption of a series of senior unsecured notes, reducing diluted earnings per [removed: share] [added: share/units] and diluted FFO per share by $0.38. |

| | [removed: (2)] [added: (3)] | | During the year ended December 31, 2015, we recorded a $121.0 million loss on extinguishment of debt associated with the early redemption of two series of unsecured senior notes, reducing diluted earnings per [removed: share and diluted FFO per share by $0.33. We also recorded a gain on sale of marketable securities of $80.2 million, increasing diluted earnings per share] [added: share/units] and diluted FFO per share [removed: by $0.22.] |

| | [removed: (3)] [added: (4)] | | During the year ended December 31, 2014, we recorded a $127.6 million loss on extinguishment of debt associated with five unsecured note tender offers and one early unsecured note redemption, reducing diluted earnings per [removed: share] [added: share/unit] and diluted FFO per share by $0.35. We also recorded transaction expenses related to the spin‑off of Washington Prime Group Inc., or Washington Prime, of $38.2 million or $0.10 per [removed: share.] [added: share/unit.] 2014 FFO includes results for five months of Washington Prime of $146.2 million or $0.40 per share. |

| | [removed: (4)] [added: (5)] | | Represents dividends per share of Simon common stock/distributions per unit of Operating Partnership units declared per period. |

| | [removed: (5)] [added: (6)] | | FFO is a non‑GAAP financial measure that we believe provides useful information to investors. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations for a definition and reconciliation of FFO to consolidated net income and, for Simon, FFO per share to net income per share. |

| Simon Property Group, Inc. | | | | | | | | | | | | | | | | |

| Simon Property Group, L.P. | | | | | | | | | | | | | | | | |

| Simon Property Group, Inc. | | | | | | | | | | | | | | | | |

| Simon Property Group, L.P. | | | | | | | | | | | | | | | | |

| | (1) | | During the year ended December 31, 2017, we recorded a $128.6 million loss on extinguishment of debt associated with the early redemption of a series of senior unsecured notes, reducing diluted earnings per share/units and diluted FFO per share by $0.36. |

| by $0.33. We also recorded a gain on sale of marketable securities of $80.2 million, increasing diluted earnings per share/unit and diluted FFO per share by $0.22. |

| --- |

| --- | --- | --- | --- |

| SPG Inc. | | | | | | | | | | | | | | | | |

| SPG L.P. | | | | | | | | | | | | | | | | |

| SPG Inc. | | | | | | | | | | | | | | | | |

| SPG L.P. | | | | | | | | | | | | | | | | |

The [added: Stockholders and the] Board of Directors [removed: and Stockholders] of [added: Simon Property Group, Inc.:]

Simon Property Group, [removed: Inc.:][added: Inc.]

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017,] based on criteria established in Internal Control [removed: —] [added: -] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

[removed: Simon Property Group, Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: 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.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

In our opinion, Simon Property Group, Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated balance sheets of [removed: Simon Property Group, Inc.] [added: the Company] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] 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, [removed: 2016] [added: 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a),] of [removed: Simon Property Group, Inc.,] [added: the Company] and our report dated February [removed: 24, 2017] [added: 23, 2018] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 24, 2017] [added: 23, 2018] | |

The [added: Stockholders and the] Board of Directors [removed: and Stockholders] of [added: Simon Property Group, Inc.:]

[added: |] Simon Property Group, [removed: Inc.:][added: Inc. | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. [added: (the Company)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] 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, [removed: 2016.][added: 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements).]

These financial statements [removed: and schedule] are the responsibility of the [removed: company’s] [added: Company’s] management.

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] financial statements [removed: and schedule] based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]

[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.

[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Simon Property Group, Inc.] [added: the Company] at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] 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 [removed: States), Simon Property Group, Inc.’s] [added: States) (PCAOB), the Company’s] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 24, 2017,] [added: 23, 2018] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 24, 2017] [added: 23, 2018] | |

The [added: Partners of Simon Property Group, L.P. and the] Board of Directors of Simon Property Group, [removed: Inc.][added: Inc.:]

[added: The Partners of Simon Property Group, L.P.] and the [removed: Partners] [added: Board] of [added: Directors of] Simon Property Group, [removed: L.P.:][added: Inc.:]

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

[removed: Simon Property Group, L.P.’s] [added: The Partnership’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: 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.

We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

In our opinion, Simon Property Group, L.P. [added: (the Partnership)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States),] [added: States) (PCAOB),] the consolidated balance sheets of [removed: Simon Property Group, L.P.] [added: the Partnership] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] 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, [removed: 2016] [added: 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a),] of [removed: Simon Property Group, L.P.,] [added: the Partnership] and our report dated February [removed: 24, 2017] [added: 23, 2018] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 24, 2017] [added: 23, 2018] | |

[removed: The Board of Directors of] [added: |] Simon Property Group, Inc. [added: | | | | | | | | | | | | | |]

[removed: and the Partners of] [added: |] Simon Property Group, [removed: L.P.:][added: L.P. | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. [added: (the Partnership)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] 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, [removed: 2016.][added: 2017 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the consolidated financial statements).]

These financial statements [removed: and schedule] are the responsibility of the [removed: partnership's] [added: Partnership’s] management.

Our responsibility is to express an opinion on [removed: these] [added: the Partnership’s] financial statements [removed: and schedule] based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]

[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.

[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]

In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Simon Property Group, L.P.] [added: the Partnership] at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] 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 [removed: States), Simon Property Group, L.P.’s] [added: States) (PCAOB), the Partnership’s] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 24, 2017,] [added: 23, 2018,] expressed an unqualified opinion thereon.

(Dollars in thousands, except [removed: share] [added: unit] amounts)

Opinion on Internal Control over Financial Reporting

Basis for Opinion

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.

Definition and Limitations of Internal Control Over Financial Reporting

Opinion on the Financial Statements

Basis for Opinion

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.

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.

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

Opinion on Internal Control over Financial Reporting

Basis for Opinion

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.

Definition and Limitations of Internal Control Over Financial Reporting

Opinion on the Financial Statements

Basis for Opinion

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.

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.

| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February 23, 2018 | |

| | | 2017 | | | 2016 | | |

| | | | 24,457,515 | | | 24,360,335 | |

| Cash and cash equivalents | | | 1,482,309 | | | 560,059 | |

| Noncontrolling interests | | | 552,596 | | | 649,464 | |

| Gains on sales of marketable securities | | | (21,541) | | | — | | | (80,187) | |

| Treasury stock purchase (2,468,630 shares) | | | | | | | | | | | | | | | | | | (407,002) | | | | | | (407,002) | |

| Issuance of unit equivalents and other, net (16,161 common shares repurchased) | | | | | | | | | | | | 241 | | | (39,489) | | | (2,788) | | | 383 | | | (41,653) | |

| Other comprehensive income | | | | | | | | | 3,673 | | | | | | | | | | | | 592 | | | 4,265 | |

| Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $2,078 loss attributable to noncontrolling redeemable interests in properties | | | | | | | | | | | | | | | 1,947,962 | | | | | | 297,104 | | | 2,245,066 | |

| Balance at December 31, 2017 | | $ | 43,077 | | $ | 32 | | $ | (110,453) | | $ | 9,614,748 | | $ | (4,782,173) | | $ | (1,079,063) | | $ | 552,596 | | $ | 4,238,764 | |

| | | 2017 | | | 2016 | | |

| | | | 24,457,515 | | | 24,360,335 | |

| Cash and cash equivalents | | | 1,482,309 | | | 560,059 | |

| Gains on sales of marketable securities | | | (21,541) | | | — | | | (80,187) | |

| Treasury unit purchase (2,468,630 units) | | | | | | (407,002) | | | | | | | | | (407,002) | |

| Issuance of unit equivalents and other (103,941 units and 16,161 common units) | | | | | | (42,036) | | | 1 | | | 382 | | | (41,653) | |

| Distributions, excluding distributions on preferred interests classified as temporary equity | | | (3,337) | | | (2,227,922) | | | (338,602) | | | (3,851) | | | (2,573,712) | |

| Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $2,078 loss attributable to noncontrolling redeemable interests in properties | | | 3,337 | | | 1,944,625 | | | 295,013 | | | 2,091 | | | 2,245,066 | |

| Other comprehensive income | | | | | | 3,673 | | | 592 | | | | | | 4,265 | |

| Balance at December 31, 2017 | | $ | 43,077 | | $ | 3,643,091 | | $ | 548,858 | | $ | 3,738 | | $ | 4,238,764 | |

On July 26, 2017, we sold our investment in certain marketable securities that were accounted for as available-for-sale securities, with the value adjusted to the quoted market price through other comprehensive income (loss).

| | | 2017 | | | 2016 | | |

| | |

Our audit also included the financial statement schedule listed in the Index at Item 15.

Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Our audit also included the financial statement schedule listed in the Index at Item 15.

Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

| Indianapolis, Indiana February 24, 2017 | |

| | | | 24,360,335 | | | 23,547,738 | |

| Discontinued operations and gain on disposal | | | — | | | — | | | 67,524 | |

| Discontinued operations transaction expenses | | | — | | | — | | | (38,163) | |

| Income from continuing operations | | $ | 5.87 | | $ | 5.88 | | $ | 4.44 | |

| Discontinued operations | | | — | | | — | | | 0.08 | |

| Cash impact of Washington Prime spin-off | | | — | | | — | | | (33,776) | |

| Redemption of limited partner units | | | — | | | — | | | (14,435) | |

| Purchase of noncontrolling interest in consolidated properties and other | | | — | | | — | | | (172,652) | |

| Proceeds from issuance of debt related to Washington Prime properties, net | | | — | | | — | | | 1,003,135 | |

| Balance at December 31, 2013 | | $ | 44,390 | | $ | 31 | | $ | (75,795) | | $ | 9,217,363 | | $ | (3,218,686) | | $ | (117,897) | | $ | 973,226 | | $ | 6,822,632 | |

| Issuance of limited partner units | | | | | | | | | | | | | | | | | | | | | 84,910 | | | 84,910 | |

| Redemption of limited partner units | | | | | | | | | | | | (12,972) | | | | | | | | | (1,463) | | | (14,435) | |

| Spin-off of Washington Prime | | | | | | | | | | | | | | | (812,763) | | | | | | | | | (812,763) | |

| Issuance of unit equivalents and other (25,545 common shares issued) | | | | | | | | | | | | 662 | | | 18,281 | | | (58) | | | 12,081 | | | 30,966 | |

| Other comprehensive income | | | | | | | | | 14,754 | | | | | | | | | | | | 2,272 | | | 17,026 | |

| Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership | | | | | | | | | | | | | | | 1,408,588 | | | | | | 241,023 | | | 1,649,611 | |

| | | | 24,360,335 | | | 23,547,738 | |

| Discontinued operations and gain on disposal | | | — | | | — | | | 67,524 | |

| Discontinued operations transaction expenses | | | — | | | — | | | (38,163) | |

| Income from continuing operations | | $ | 5.87 | | $ | 5.88 | | $ | 4.44 | |

| Discontinued operations | | | — | | | — | | | 0.08 | |

| Consolidated net income | | $ | 2,134,706 | | $ | 2,139,375 | | $ | 1,651,526 | |

| Consolidated Net Income | | $ | 2,134,706 | | $ | 2,139,375 | | $ | 1,651,526 | |

| Cash impact of Washington Prime spin-off | | | — | | | — | | | (33,776) | |

| Redemption of limited partner units | | | — | | | — | | | (14,435) | |

| Purchase of noncontrolling interest in consolidated properties and other | | | — | | | — | | | (172,652) | |

| Proceeds from issuance of debt related to Washington Prime properties, net | | | — | | | — | | | 1,003,135 | |

| CASH AND CASH EQUIVALENTS, beginning of period | | | 701,134 | | | 612,282 | | | 1,716,863 | |

| CASH AND CASH EQUIVALENTS, end of period | | $ | 560,059 | | $ | 701,134 | | $ | 612,282 | |

| Balance at December 31, 2013 | | $ | 44,390 | | $ | 5,805,016 | | $ | 968,962 | | $ | 4,264 | | $ | 6,822,632 | |

| Issuance of limited partner units (555,150) | | | | | | | | | 84,910 | | | | | | 84,910 | |

| Redemption of limited partner units (87,621 units) | | | | | | (12,972) | | | (1,463) | | | | | | (14,435) | |

| Spin-off of Washington Prime | | | | | | (694,457) | | | (118,306) | | | | | | (812,763) | |

| Issuance of unit equivalents and other (603,287 units and 25,545 common units) | | | | | | 18,885 | | | — | | | 12,081 | | | 30,966 | |

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, [removed: 2016.][added: 2017.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2016,] [added: 2017,] Simon’s disclosure controls and procedures were effective at a reasonable assurance level.

We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2016,] [added: 2017,] Simon’s internal control over financial reporting was effective.

The audit report of Ernst & Young LLP on their assessment of [removed: Simon'] [added: Simon's] internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] is set forth within Item 8 of this Form 10-K.

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, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, Simon's internal control over financial reporting.

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, [removed: 2016.][added: 2017.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2016,] [added: 2017,] the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2016.][added: 2017.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2016,] [added: 2017,] the Operating Partnership’s internal control over financial reporting was effective.

The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] is set forth within Item 8 of this Form 10-K.

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, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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 [removed: provided by Ernst & Young LLP, our independent registered public accounting firm.]

provided by Ernst & Young LLP, our independent registered public accounting firm.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Executive Officers of the Registrant" in Part I hereof.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2017] [added: 2018] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

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, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively:

| Audit Fees (1) | | $ | [removed: 4,008,000] [added: 3,959,000] | | $ | [removed: 4,072,000] [added: 4,008,000] |

| Audit Related Fees (2) | | | [removed: 4,809,000] [added: 5,124,000] | | | [removed: 4,336,000] [added: 4,809,000] |

| Tax Fees (3) | | | [removed: 381,000] [added: 336,000] | | | [removed: 448,000] [added: 381,000] |

Our share of these Audit-Related Fees [removed: is] [added: was] approximately 59% [removed: and 57%] for [added: each of] the years ended [removed: 2016] [added: 2017] and [removed: 2015, respectively.][added: 2016.]

Our share of these Tax Fees [removed: is] [added: was] approximately [removed: 81%] [added: 79%] and [removed: 89%] [added: 81%] for [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

| | | | 2017 | | | 2016 |

| | | | 2016 | | | 2015 |

| | | Consolidated Financial Statements of Simon Property Group, Inc. [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#ConsolidatedBalanceSheets_715324)] [added: 2016](#ConsolidatedBalanceSheets_715324)] | 79 |

| | | [Consolidated Statements of Operations and Comprehensive Income for [added: the] years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#StatementsofOperationsandComprehensive_2)] [added: 2015](#StatementsofOperationsandComprehensive_2)] | 80 |