Simon Property Group (SPG) 10-K risk factor changes: FY2020 vs FY2019

_The following factors, among others, could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Annual Report on Form [removed: 10 K] [added: 10-K] and presented elsewhere by our management from time to time.

| | ● | consumer perceptions of the [removed: safety,] convenience and attractiveness of our properties; |

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

| | ● | increased operating costs and capital expenditures, whether from redevelopments, replacing tenants or otherwise; [removed: and] |

| | ● | changes in applicable laws and regulations, including tax, environmental, safety and [removed: zoning.] [added: zoning; and] |

Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and [removed: others.][added: others, and such actions have become more prevalent during the COVID-19 pandemic.]

[removed: For example,] [added: Additionally, corporate merger or consolidation activity] among department stores and other national retailers [removed: — often referred to as “big box” stores — corporate merger or consolidation activity] typically results in the closure of duplicate or geographically overlapping store [added: locations.]

[removed: Further, sustained] [added: Sustained] adverse pressure on the results of [removed: our] department stores and other national retailers may have a similarly sustained adverse impact upon our own results.

As pressure on these department stores and other national retailers increases, [added: especially due to the COVID-19 pandemic,] their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us.

[removed: Other] [added: Certain other] tenants [removed: may be] [added: are] entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.

[removed: Bankruptcy filings by retailers can occur regularly in the course of our operations, and in] [added: In] recent years, a number of companies in the retail industry, including certain of our tenants, have declared [removed: bankruptcy.][added: bankruptcy, and these numbers have increased in 2020 due to the COVID-19 pandemic.]

[removed: We] [added: | | ● | We] face a wide range of competition that could affect our ability to operate [removed: profitably.][added: profitably, including e-commerce. |]

Our properties compete with other forms of retailing such as [removed: e-commerce] [added: pure online retail] websites as well as other retail [removed: properties.][added: properties such as single user freestanding discounters (Costco, Walmart and Target).]

The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based [removed: shopping.][added: shopping, and the ongoing COVID-19 pandemic and restrictions intended to prevent its spread have significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-]

[removed: We] [added: Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and we] could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits.

Among other causes, (1) there has been an increased number of bankruptcies of anchor stores and other national retailers, as well as store closures, and (2) there has been lower demand from retail tenants for space, due to certain retailers increasing their use of e-commerce websites to distribute their [removed: merchandise.][added: merchandise, with each of (1) and (2) accelerating in 2020 as a result of the COVID-19 pandemic.]

[removed: We] [added: | | ● | We] may not be able to lease newly developed properties [added: to] or renew leases and relet space at existing [removed: properties.][added: properties with an appropriate mix of tenants, if at all. |]

As of December 31, [removed: 2019,] [added: 2020,] we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, [added: Spain, Thailand,] and the United Kingdom.

Our international activities represented approximately [removed: 8.1%] [added: 1.9%] of consolidated net income and [removed: 9.3%] [added: 9.1%] of our net operating income, or NOI, for the year ended December 31, [removed: 2019.][added: 2020.]

Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which [removed: could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.]

As of December 31, [removed: 2019,] [added: 2020,] our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled [removed: $24.2] [added: $26.8] billion.

Our debt service costs generally will not be reduced if developments at the applicable property, such as the entry of new competitors or the loss of major tenants, [added: cause a reduction in the income from the property.]

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: $865.1 million] [added: $3.3 billion] of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future.

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 2.4%] [added: 11.0%] or [removed: $573 million] [added: $2.9 billion] of our debt outstanding was indexed to LIBOR.

If LIBOR as determined in accordance with the terms of our particular debt is no longer available, whether [removed: before] [added: during] or after 2021, the interest rates on such debt would be determined using various alternative methods, any of which may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made on such debt if LIBOR was available in its current form.

[removed: However, qualification and taxation as] REITs depend upon the ability of Simon and the Subsidiary REITs to satisfy several requirements (some of which are outside our control), including tests related to our annual operating results, asset diversification, distribution levels and diversity of stock ownership.

[removed: Further,] amounts distributed will not be available to fund the growth of our business.

The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one [added: issuer or more than 10% of the total value of the outstanding securities of any one issuer.]

As of December 31, [removed: 2019,] [added: 2020,] we owned interests in [removed: 100] [added: 101] income-producing properties with other parties.

Of those, [removed: 18] [added: 17] properties are included in our consolidated financial statements.

We account for the other [removed: 82] [added: 84] properties, or the joint venture properties, as well as our investments in [added: HBS Global Properties, or HBS,] Klépierre (a publicly traded, Paris-based real estate company), [removed: Aéropostale,] [added: and The Taubman Realty Group, LLC, or TRG, as well as our retailer investments in] Authentic Brands Group, LLC, or ABG, [removed: HBS Global Properties, or HBS, and] [added: Forever 21, J.C. Penney,] Rue Gilt Groupe, or RGG, [added: and SPARC Group,] using the equity [added: method of accounting.]

We serve as general partner or property manager for 57 of these [removed: 82] [added: 84] 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: 21] [added: 23] are in our international joint ventures.

The remaining joint venture properties, [added: HBS,] Klépierre, [added: TRG,] and our joint ventures with [removed: Aéropostale,] ABG, [removed: HBS, and] [added: Forever 21, J.C. Penney,] RGG, [added: and SPARC Group] are managed by third parties.

As of December 31, [removed: 2019,] [added: 2020,] the Operating Partnership guaranteed joint venture-related mortgage indebtedness of [removed: $214.8 million (of which we have a right of recovery from our joint venture partners of $10.8 million).][added: $219.2 million.]

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

Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation [removed: equipment).][added: equipment), and as a result we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances.]

We may [removed: be subject to regulatory action in connection with any such laws and regulations and may] also be held liable to third parties for personal injury or property damage incurred by the parties in connection with any such [removed: hazardous or toxic] substances.

[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.

[removed: To the extent climate change causes] [added: Due to] changes in weather [removed: patterns,] [added: patterns caused by climate change,] our properties in certain markets could experience increases in storm intensity and rising sea levels.

Summary of Risk Factors

The following summarizes our material risk factors.

However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company.

Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.

| | ● | The ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders. |

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

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

| | ● | We face potential adverse effects from tenant bankruptcies. |

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

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

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

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

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

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

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

| | ● | Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs in the United States. The failure to maintain Simon’s or the Subsidiary REITs’ qualifications as REITs or changes in applicable tax laws or regulations could result in adverse tax consequences. |

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

| | ● | Our ownership of TRSs is subject to certain restrictions, and we will be required to pay a 100% penalty tax on certain income or deductions if our transactions with our TRSs are not conducted on arm’s-length terms. |

| | ● | We have limited control with respect to some properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance them. |

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

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

The ongoing novel coronavirus (COVID-19) pandemic and governmental restrictions intended to prevent its spread, as well as other future epidemics, pandemics or public health crises, could have a significant negative impact on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our shareholders.

The COVID-19 pandemic has already had a significant negative impact on economic and market conditions around the world in 2020, and, notwithstanding the fact that vaccines have started to be administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate.

The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.

Governments and other authorities are in varying stages of lifting or modifying some of these measures.

However, governments and other authorities have already been forced to, and others may in the future, reinstitute these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers' perception of the risks, related to the COVID-19 pandemic worsen at any time.

Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.

As of December 31, 2020, we owned or held an interest in 203 income-producing properties in the United States located in 37 states and Puerto Rico.

We also own an 80% noncontrolling interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia.

Internationally, as of December 31, 2020, we had ownership interests in 31 properties primarily located in Asia, Europe and Canada and have one international outlet property under development.

We have an interest in a European investee that has interests in ten Designer Outlet properties, as more fully described elsewhere in this Annual Report.

As of December 31, 2020, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases.

On March 18, 2020, after extensive discussions with federal, state and local officials and in recognition of the need to address the spread of COVID-19, we closed all of our retail properties in the United States.

We gradually reopened retail properties beginning May 1st in markets where local and state closure mandates had been lifted and retail restrictions had been eased.

As of October 7th all of our domestic retail properties had reopened but we do not have certainty that additional closures in the future will not be required.

In addition, a number of tenants have not re-opened at our properties and we do not have certainty that all of them will re-open.

As of December 31, all of our domestic retail properties remained open.

In addition, even after certain restrictions intended to prevent the spread of COVID-19 are lifted or reduced, the willingness of customers to visit our properties is likely to be reduced and our tenants' businesses are likely to be adversely affected, based upon many factors, including whether the number of COVID-19 transmissions is materially reduced, how quickly vaccinations which prevent or reduce the severity of COVID-19 become readily available, or a cure or treatment is identified and becomes readily available.

Further, demand could remain reduced due to heightened sensitivity to risks associated with the transmission of COVID-19 or other associated diseases.

locations.

Competition may also come from a variety of other retail formats, such as malls, outlet centers, community/lifestyle centers, and other shopping centers, both existing and future development and redevelopment/expansion projects, as well as e-commerce.

The presence of competitive alternatives affects our ability to lease space and puts downward pressure on the rents we can charge our tenants.

New construction, redevelopments and expansions at competing sites could also negatively affect our properties.

We also compete with other major real estate investors and developers for attractive investment opportunities and prime development sites.

Competition for the acquisition of existing properties and development sites may result in

increased purchase prices and may adversely affect our ability to make attractive investments on favorable terms, or at all.

In addition, we compete with other retail property companies for tenants and qualified management.

cause a reduction in the income from the property.

issuer or more than 10% of the total value of the outstanding securities of any one issuer.

method of accounting.

U.S. federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a property or at impacted neighboring properties.

These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances, and under certain circumstances, this liability can be joint and several such that one party is held responsible for the entire obligation.

These laws and regulations also may require the abatement or removal of asbestos containing materials and other hazardous building materials in the event of damage, demolition or renovation, reconstruction or expansion of a property and also govern emissions of and exposure to asbestos fibers in the air.

Those laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products.

Our efforts to identify environmental liabilities may not be successful.

The United Kingdom’s departure from the European Union could have a material adverse effect on us.

Following a national referendum and enactment of legislation by the government of the United Kingdom, the United Kingdom formally withdrew from the European Union on January 31, 2020 and entered into a transition period during which it will continue its ongoing and complex negotiations with the European Union relating to the future trading relationship between the parties.

Significant political and economic uncertainty remains about whether the terms of the relationship will differ materially from the terms before withdrawal, as well as about the possibility that a so-called “no deal” separation will occur if negotiations are not completed by the end of the transition period.

These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital.

Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our securities.

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 Euro.

In addition, our Operating Partnership and its subsidiaries have issued, and may issue in the future, senior unsecured notes denominated in Euro.

Any of the effects of Brexit described above, and others we cannot anticipate, could have a material adverse effect on us, including the value of our properties and investments and our potential growth in Europe, as well as on our tenants’ businesses, and could amplify the currency risks faced by us.

Any failure to comply with anti-corruption laws and regulations could materially and adversely affect us.

We are subject to laws concerning our business operations and marketing activities in foreign countries where we conduct business.

For example, we are subject to the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits U.S. companies or persons and any individuals or entities acting on their behalf from offering or making improper payments or providing benefits to foreign officials for the purpose of obtaining or keeping business.

We are also subject to various other anti-bribery, anti-corruption and international trade laws in the U.S. and certain foreign countries, such as the U.K. Bribery Act.

There is a risk that our employees, business partners and other third parties could violate these laws, and we could be sanctioned or held liable for actions taken by our employees, business partners and other third parties with respect to our business.

Any allegations, settlements or violations regarding such laws could negatively impact our reputation, and we could incur significant expenses in investigating any potential violation and face severe criminal or civil sanctions and/or fines as a result of violations or settlements, any of which could materially and adversely affect us.

As of December 31, [removed: 2019,] [added: 2020,] we owned or held an interest in [removed: 204] [added: 203] income-producing properties in the United States, which consisted of [removed: 106] [added: 99] malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and [removed: 11] [added: 17] other retail properties in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2019,] [added: 2020,] we had ownership in [removed: 29] [added: 31] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada.

As of December 31, [removed: 2019,] [added: 2020,] we also owned a [removed: 22.2%] [added: 22.4%] equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

We consider FFO, net operating income, or NOI, [removed: portfolio NOI] and [removed: comparable property] [added: portfolio] NOI [removed: (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 decreased [removed: $1.06] [added: $3.22] during [removed: 2019] [added: 2020] to [removed: $6.81] [added: $3.59] as compared to [removed: $7.87] [added: $6.81] in [removed: 2018.][added: 2019.]

| | ● | decreased [removed: interest] [added: tax] expense [removed: in 2019] of [removed: $26.6] [added: $34.7] million, or [removed: $0.07] [added: $0.10] per diluted share/unit. |

Average base minimum rent for U.S. Malls and Premium Outlets increased [removed: 0.8%] [added: 2.2%] to [removed: $54.59] [added: $55.80] psf as of December 31, [removed: 2019,] [added: 2020,] from [removed: $54.18] [added: $54.59] psf as of December 31, [removed: 2018.][added: 2019.]

Leasing spreads in our U.S. Malls and Premium Outlets [removed: were positive as we were able] [added: decreased] to [removed: 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: $7.83] [added: $4.41] psf [removed: ($62.39] [added: ($60.08] openings compared to [removed: $54.56] [added: $64.49] closings) as of December 31, [removed: 2019,] [added: 2020,] representing a [removed: 14.4% increase.][added: 6.8% decrease.]

Ending occupancy for our U.S. Malls and Premium Outlets decreased [removed: 0.8%] [added: 3.8%] to [removed: 95.1%] [added: 91.3%] as of December 31, [removed: 2019,] [added: 2020,] from [removed: 95.9%] [added: 95.1%] as of December 31, [removed: 2018.][added: 2019, primarily due to 2020 tenant bankruptcy activity, partially offset by leasing activity.]

Our effective overall borrowing rate at December 31, [removed: 2019] [added: 2020] on our consolidated indebtedness decreased [removed: 19] [added: 18] basis points to [removed: 3.16%] [added: 2.98%] as compared to [removed: 3.35%] [added: 3.16%] at December 31, [removed: 2018.][added: 2019.]

This decrease was primarily due to a decrease in the effective overall borrowing rate on variable rate debt of [removed: 56] [added: 130] basis points [removed: (2.61%] [added: (1.31%] at December 31, [removed: 2019] [added: 2020] as compared to [removed: 3.17%] [added: 2.61%] at December 31, [removed: 2018)] [added: 2019)] partially offset by an increase in the effective overall borrowing rate on fixed rate debt of [removed: nine] [added: four] basis points [removed: (3.46%] [added: (3.50%] at December 31, [removed: 2019] [added: 2020] as compared to [removed: 3.37%] [added: 3.46%] at December 31, [removed: 2018).][added: 2019).]

The weighted average years to maturity of our consolidated indebtedness was [removed: 7.4] [added: 7.3] years and [removed: 6.4] [added: 7.4] years at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

Our financing activity for the year ended December 31, [removed: 2019] [added: 2020] included:

| | ● | [removed: Increasing] [added: decreasing] our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by [removed: $568.4 million.] [added: $704.0 million,] |

[removed: | | ● | Completing, on] [added: On] October 7, [removed: 2019,] [added: 2019] the [added: Operating Partnership completed the] early redemption of [removed: The Operating Partnership’s] [added: its] $900 million 4.375% notes due March 1, 2021, $700 million 4.125% notes due December 1, 2021, $600 million 3.375% notes due March 15, [removed: 2022,] [added: 2022] and €375 million of the €750 million 2.375% notes due October 2, 2020. [removed: We recorded a $116.3 million loss on extinguishment of debt as a result of the early redemption. |]

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, [added: and] average base minimum rent per square [removed: foot, and total sales per square foot for our domestic assets.][added: foot.]

We also do not include any information for properties located outside the United [removed: States.][added: States or properties included in TRG.]

| ​ | | [removed: 2019] [added: 2020] | | ​ | Change (1) | ​ | [removed: 2018] [added: 2019] | | ​ | Change (1) | ​ | [removed: 2017] [added: 2018] | | |

| Consolidated | ​ | ​ | [removed: 95.3] [added: 91.5] | % | [removed: \-60] [added: \-380] | bps | ​ | [removed: 95.9] [added: 95.3] | % | [removed: 10] [added: \-60] | bps | ​ | [removed: 95.8] [added: 95.9] | % |

| Unconsolidated | ​ | ​ | [removed: 94.5] [added: 90.9] | % | [removed: \-130] [added: \-360] | bps | ​ | [removed: 95.8] [added: 94.5] | % | [removed: 70] [added: \-130] | bps | ​ | [removed: 95.1] [added: 95.8] | % |

| Total Portfolio | ​ | ​ | [removed: 95.1] [added: 91.3] | % | [removed: \-80] [added: \-380] | bps | ​ | [removed: 95.9] [added: 95.1] | % | [removed: 30] [added: \-80] | bps | ​ | [removed: 95.6] [added: 95.9] | % |

| Consolidated | ​ | $ | [removed: 53.06] [added: 53.98] | ​ | [removed: 1.0] [added: 1.7] | % | $ | [removed: 52.51] [added: 53.06] | ​ | [removed: 2.3] [added: 1.0] | % | $ | [removed: 51.34] [added: 52.51] | ​ |

| Unconsolidated | ​ | $ | [removed: 58.71] [added: 60.97] | ​ | [removed: 0.2] [added: 3.8] | % | $ | [removed: 58.59] [added: 58.71] | ​ | [removed: 1.2] [added: 0.2] | % | $ | [removed: 57.88] [added: 58.59] | ​ |

| Total Portfolio | ​ | $ | [removed: 54.59] [added: 55.80] | ​ | [removed: 0.8] [added: 2.2] | % | $ | [removed: 54.18] [added: 54.59] | ​ | [removed: 2.0] [added: 0.8] | % | $ | [removed: 53.11] [added: 54.18] | ​ |

| Ending Occupancy | ​ | | [removed: 97.0] [added: 95.3] | % | [removed: \-60] [added: \-170] | bps | | [removed: 97.6] [added: 97.0] | % | [removed: \-80] [added: \-60] | bps | | [removed: 98.4] [added: 97.6] | % |

| Average Base Minimum Rent per Square Foot | ​ | $ | [removed: 33.09] [added: 33.77] | ​ | [removed: 1.4] [added: 2.1] | % | $ | [removed: 32.63] [added: 33.09] | ​ | [removed: 5.3] [added: 1.4] | % | $ | [removed: 30.98] [added: 32.63] | ​ |

During [removed: 2019,] [added: 2020,] we signed [removed: 990] [added: 460] new leases and [removed: 1,281] [added: 1,175] renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately [removed: 7.6] [added: 6.1] million square feet, of which [removed: 5.7] [added: 4.8] million square feet related to consolidated properties.

During [removed: 2018,] [added: 2019,] we signed [removed: 900] [added: 990] new leases and [removed: 1,183] [added: 1,281] renewal leases with a fixed minimum rent, comprising approximately [removed: 7.1] [added: 7.6] million square feet, of which [removed: 5.3] [added: 5.7] million square feet related to consolidated properties.

The average annual initial base minimum rent for new leases was [removed: $56.80] [added: $53.97] per square foot in [removed: 2019] [added: 2020] and [removed: $57.29] [added: $56.80] per square foot in [removed: 2018] [added: 2019] with an average tenant allowance on new leases of [removed: $47.57] [added: $51.01] per square foot and [removed: $54.21] [added: $47.57] per square foot, respectively.

| ​ | ​ | [removed: 2019] [added: 2020] | | ​ | Change | ​ | [removed: 2018] [added: 2019] | | ​ | Change | ​ | [removed: 2017] [added: 2018] | | |

| Average Base Minimum Rent per Square Foot | ​ | ¥ | [removed: 5,269] [added: 5,447] | ​ | [removed: 2.19] [added: 3.38%] | ​ | ¥ | [removed: 5,156] [added: 5,269] | ​ | [removed: 1.86] [added: 2.19%] | ​ | ¥ | [removed: 5,062] [added: 5,156] | ​ |

Critical Accounting [removed: Policies][added: Policies and Estimates]

| | ● | We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, [removed: declines] [added: changes] in a property’s [added: operational performance such as declining] cash flows, [removed: ending] occupancy or total sales per square [removed: foot.] [added: foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements.] We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over [added: our estimate of] its [removed: estimated] fair value. We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine [removed: that a decline in] the fair value of the investments [added: are less than their carrying value and such impairment] is other-than-temporary. Our evaluation of changes in economic or operating conditions [added: and whether an impairment is other-than-temporary] may include developing estimates of [added: fair value,] forecasted cash flows or operating income before depreciation and [removed: amortization to support the recoverability of the carrying amount of the investment.] [added: amortization.] We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, [added: hold periods,] estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market [removed: information.] [added: information and whether certain impairments are other-than-temporary.] Changes in economic and operating [removed: conditions] [added: conditions, including changes in the financial condition of our tenants, and changes to our intent and ability to hold the related asset,] that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. |

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

| | | [removed: as a REIT for four taxable years following the year during which qualification was lost unless its failure was due] to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. |

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

In addition to the activities discussed above and in “Results Overview”, the following acquisitions, dispositions, and openings of [added: noncontrolling interests in] joint venture properties affected our income from unconsolidated entities in the comparative periods:

| | ● | During 2018, we contributed our interest in the licensing venture of Aéropostale for additional interests in Authentic Brands Group LLC, or ABG. Our [removed: noncontrolling] [added: original] interest in ABG [added: was 5.4% and] is [removed: 5.4%.] [added: currently 6.8%.] |

[removed: | | ● |] During [removed: 2017,] [added: 2020,] we disposed of our interest in one [added: consolidated] retail property. [removed: |]

For the purposes of the following comparisons between the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the above transactions are referred to as the property transactions.

We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide.

The COVID-19 pandemic has already had a significant negative impact on economic and market conditions around the world in 2020, and, notwithstanding the fact that vaccines have started to be administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in real estate.

The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, capacity limitations and social distancing measures.

Governments and other authorities are in varying stages of lifting or modifying some of these measures, however certain governments and other authorities have already been forced to, and others may in the future, reinstate these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers’ perception of the risks, related to the COVID-19 pandemic worsen at any time.

Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.

As a result of the COVID-19 pandemic and these measures, the Company may experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties.

Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days during the year.

As of October 7, 2020, all of our domestic properties and certain of our retailer investments had reopened, but we do not have certainty that additional closures in the future will not be required.

As we developed and implemented our response to the impact of the COVID-19 pandemic and restriction intended to prevent its spread on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve.

We implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:

| | ● | significantly reduced all non-essential corporate spending, |

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

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

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

| | ● | decreased consolidated lease income of $941.4 million, or $2.65 per diluted share/unit, comprised of decreased fixed lease income of $422.0 million and decreased variable lease income of $519.4 million, which was primarily due to COVID-19 disruption, |

| | ● | decreased other income, excluding the two aforementioned 2019 transactions, of $106.1 million, or $0.30 per diluted share/unit, primarily related to decreased Simon Brand Ventures and gift card revenues due to COVID-19 disruption, |

| | ● | a net loss in 2020 of $115.0 million, or $0.32 per diluted share/unit, primarily related to impairment charges in 2020 related to Klépierre, our investment in HBS, one consolidated property, and three joint venture properties, partially offset by gains from disposition activity in 2020, of $14.9 million, or $0.04 per diluted share/unit which was lower than 2019 net gains, |

| | ● | decreased income from unconsolidated entities of $224.5 million, or $0.63 per diluted share/unit, primarily due to unfavorable domestic and international operations and year-over-year operations from retailer investments of $7.5 million, or $0.02 per diluted share/unit, all of which were impacted by COVID-19 disruption, and |

| | ● | an unrealized unfavorable change in fair value of equity instruments of $11.4 million, or $0.03 per diluted share/unit, partially offset by |

| | ● | decreased consolidated total operating expenses of $211.7 million, or $0.60 per diluted share/unit, which was primarily related to cost reduction efforts as a result of the COVID-19 disruption, |

Portfolio NOI decreased 17.1% in 2020 as compared to 2019.

| | ● | amending and replacing in its entirety the Operating Partnership’s existing $4.0 billion unsecured revolving credit facility, or Credit Facility, by entering into an unsecured credit facility comprised of (i) an amendment and extension of the Credit Facility and (ii) a $2.0 billion delayed-draw term loan facility, or Term Facility, |

| | ● | borrowing $3.1 billion under the Credit Facility and subsequently repaying $3.1 billion under the Credit Facility, |

| | ● | borrowing $2.0 billion under the Term Facility, |

| | ● | issuing 22,137,500 shares of common stock in a public offering for $1.6 billion, net of issue costs, |

| | ● | completing, on July 9, 2020, the issuance by the Operating Partnership of the following senior unsecured notes: $500 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate 2.65%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025 Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities, |

| | ● | completing, on July 22, 2020, the optional redemption at par of the Operating Partnership’s $500 million 2.50% notes due September 1, 2020, and |

| | ● | completing, on August 6, 2020, the optional redemption at par of the Operating Partnership’s €375 million 2.375% notes due October 2, 2020. |

Subsequent Activity

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount.

Further on February 2, 2021, the Operating Partnership repaid $750 million under the Term Facility.

Total Reported Sales per Square Foot. Given the impact of COVID-19 and the governmental restrictions placed on us, we are not presenting reported retail sales per square foot as we do not believe the trends for the period are indicative of future operating trends.

| Ending Occupancy | ​ | ​ | 99.5% | ​ | +0 bps | ​ | ​ | 99.5% | ​ | \-20 bps | ​ | ​ | 99.7% | ​ |

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

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

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

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

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

| | ● | 2018 net gains primarily related to disposition activity of $288.8 million, or $0.81 per diluted share/unit, which were higher than 2019 net gains of $14.9 million, or $0.04 per diluted share/unit, |

| | ● | a non-cash investment gain of $35.6 million, or $0.10 per diluted share/unit, in 2018, |

| | ● | decreased consolidated lease settlement activity in 2019 of $26.7 million, or $0.08 per diluted share/unit, |

| | ● | decreased income related to distributions from an international investment in 2018 of $23.9 million, or $0.07 per diluted share/unit, |

| | ● | an increase in depreciation and amortization of $76.9 million, or $0.22 per diluted share/unit, in 2019, from our consolidated properties and our share of depreciation and amortization from equity method investments, principally related to the acceleration of depreciation on a property upon initiation of a major redevelopment, partially offset by, |

| | ● | improved operating performance and solid core business fundamentals in 2019 and the impact of our acquisition, development and expansion activity, |

| | ● | our share of an early repayment charge and write-off of deferred debt issuance costs in 2018 related to refinancing at Aventura Mall, of $12.5 million, or $0.03 per diluted share/unit, and |

Solid core business fundamentals during 2019 were primarily driven by strong leasing activity.

Portfolio NOI grew by 1.4% in 2019 as compared to 2018.

Comparable property NOI grew 1.4% for our portfolio of U.S. Malls, Premium Outlets, and The Mills.

Total reported sales per square foot, or psf, increased 4.8% to $693 psf at December 31, 2019 from $661 psf at December 31, 2018 for our U.S. Malls and Premium Outlets.

| | ● | Repaying at maturity $600.0 million of senior unsecured notes with a fixed interest rate of 2.20% on February 1, 2019. |

| | ● | Completing the issuance, on September 13, 2019, of $1.0 billion of senior unsecured notes at a fixed annual interest rate of 2.00% with a maturity date of September 13, 2024, $1.25 billion of senior unsecured notes at a fixed annual interest rate of 2.45% with a maturity date of September 13, 2029, and $1.25 billion of senior unsecured notes at a fixed annual interest rate of 3.25% with a maturity date of September 13, 2049. |

| Total Reported Sales per Square Foot | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Consolidated | ​ | $ | 662 | ​ | 3.2 | % | $ | 641 | ​ | 4.6 | % | $ | 613 | ​ |

| Unconsolidated | ​ | $ | 783 | ​ | 9.0 | % | $ | 719 | ​ | 7.2 | % | $ | 671 | ​ |

| Total Portfolio | ​ | $ | 693 | ​ | 4.8 | % | $ | 661 | ​ | 5.3 | % | $ | 628 | ​ |

| Total Sales per Square Foot | ​ | $ | 620 | ​ | 1.0 | % | $ | 614 | ​ | 4.6 | % | $ | 587 | ​ |

| --- | --- |

Total Reported Sales per Square Foot. Total sales include total reported retail tenant sales on a trailing 12-month basis at owned GLA (for mall stores with less than 10,000 square feet) in the malls and The Mills and stores with less than 20,000 square feet in the Premium Outlets.

Retail sales at owned GLA affect revenue and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.

| Ending Occupancy | ​ | ​ | 99.5 | ​ | \-20 bps | ​ | ​ | 99.7 | ​ | \-20 bps | ​ | ​ | 99.9 | ​ |

| Total Sales per Square Foot | ​ | ¥ | 107,866 | ​ | 0.56 | ​ | ¥ | 107,265 | ​ | 2.02 | ​ | ¥ | 105,138 | ​ |

| | ● | We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize this variable consideration only when each tenant’s sales exceed the applicable sales threshold, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items. We amortize any tenant inducements as a reduction of revenue utilizing the straight-line method over the term of the related lease of occupancy term of the tenant, if shorter. |

| | ● | A variety of costs are incurred in the development of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves judgment. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy and cease capitalization of costs upon opening. |

| | ● | On April 21, 2017, through our European investee, we acquired Roosendaal 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 the new center. |

| | ● | 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. |

| | ● | On June 29, 2017, we and our partner opened Norfolk Premium Outlets, a 332,000 square foot center in Norfolk, Virginia. We have a 65% noncontrolling interest in this new center. |

| | ● | On June 15, 2017, we and our partner opened Genting Highlands Premium Outlets in Kuala Lumpur, Malaysia. We have a 50% noncontrolling interest in this 278,000 square foot center. |

| | ● | On April 6, 2017, we and our partner opened Siheung Premium Outlets, a 444,400 square foot center in Siheung (Seoul), South Korea. We have a 50% 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.

During 2018, we recorded net gains of $12.5 million related to property insurance recoveries of previously depreciated assets and $276.3 million primarily related to our disposition of two retail properties, as well as the disposal of our interest in the German department stores owned through our investment in HBS, as further discussed in Note 6 of the notes to the consolidated financial statements.

Lease income increased $49.3 million during 2018, of which the comparable rents increased $58.0 million, or 1.2%, primarily attributable to an increase in base minimum rents and variable consideration based on tenant sales, offset partially by an $8.7 million decrease related to the property transactions.

Real estate tax expense increased $17.7 million as a result of higher tax assessments in 2018.

Other expense decreased $37.4 million primarily related to a decrease in legal fees and expenses of $25.1 million and the write off of pre-development costs and other investments in 2017 of $11.3 million.

Income from unconsolidated entities increased $75.0 million primarily due to the stronger operations of the retail operations venture of Aéropostale and favorable results of operations from our international joint venture investments and our acquisition and development activity, offset partially by our share of an early repayment charge at one of our joint venture properties.

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.

| | ● | funded the repurchase of $359.8 million of Simon’s common stock. |

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately [removed: $48,849] [added: $20,734] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2019.][added: 2020.]

As of January 31, [removed: 2020,] [added: 2021,] Simon Property Group, Inc. had [removed: 306,860,960] [added: 328,493,416] 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: 2019.][added: 2020.]

This report combines the annual reports on Form 10-K for the annual period ended December 31, [removed: 2019] [added: 2020] of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership.

As of December 31, [removed: 2019,] [added: 2020,] Simon owned an approximate [removed: 86.8%] [added: 87.4%] ownership interest in the Operating Partnership, with the remaining [removed: 13.2%] [added: 12.6%] ownership interest owned by limited partners.

| [1B.](#Item1BUnresolvedStaffComments_684948) | ​ | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_684948) | [removed: 23] [added: 26] |

| [2.](#Item2Properties_409659) | ​ | [Properties](#Item2Properties_409659) | [removed: 24] [added: 27] |

| [3.](#Item3LegalProceedings_476511) | ​ | [Legal Proceedings](#Item3LegalProceedings_476511) | [removed: 50] [added: 53] |

| [4.](#Item4MineSafetyDisclosures_387981) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_387981) | [removed: 50] [added: 53] |

| [5.](#Item5MarketfortheRegistrantsCommonEquity) | ​ | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#Item5MarketfortheRegistrantsCommonEquity) | [removed: 51] [added: 54] |

| [6.](#Item6SelectedFinancialData_575203) | ​ | [Selected Financial Data](#Item6SelectedFinancialData_575203) | [removed: 53] [added: 56] |

| [7.](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 55] [added: 58] |

| [7A.](#Item7AQualitativeandQuantitativeDisclosu) | ​ | [Qualitative and Quantitative Disclosure About Market Risk](#Item7AQualitativeandQuantitativeDisclosu) | [removed: 72] [added: 77] |

| [8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 73] [added: 79] |

| [9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 124] [added: 136] |

| [9A.](#Item9AControlsandProcedures_592724) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_592724) | [removed: 124] [added: 136] |

| [9B.](#Item9BOtherInformation_722633) | ​ | [Other Information](#Item9BOtherInformation_722633) | [removed: 126] [added: 138] |

| [10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 126] [added: 138] |

| [11.](#Item11ExecutiveCompensation_755977) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_755977) | [removed: 126] [added: 138] |

| [12.](#Item12SecurityOwnership_886573) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnership_886573) | [removed: 126] [added: 138] |

| [13.](#Item13CertainRelationships_92519) | ​ | [Certain Relationships and Related Transactions and Director Independence](#Item13CertainRelationships_92519) | [removed: 126] [added: 138] |

| [14.](#Item14PrincipalAccountantFeesandServices) | ​ | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 126] [added: 138] |

| [15.](#Item15ExhibitsandFinancialStatementSched) | ​ | [Exhibits, and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 128] [added: 140] |

| [16.](#Item_16) | ​ | [Form 10-K Summary](#Item_16) | [removed: 128] [added: 140] |

As of December 31, [removed: 2019,] [added: 2020,] we owned or held an interest in [removed: 204] [added: 203] income-producing properties in the United States, which consisted of [removed: 106] [added: 99] malls, 69 Premium Outlets, 14 Mills, four lifestyle centers, and [removed: 11] [added: 17] other retail properties in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2019,] [added: 2020,] we had ownership interests in [removed: 29] [added: 31] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada.

As of December 31, [removed: 2019,] [added: 2020,] we also owned a [removed: 22.2%] [added: 22.4%] equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 15 countries in Europe.

For a description of our operational strategies and developments in our business during [removed: 2019,] [added: 2020,] see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

We must comply with the covenants contained in our financing agreements that limit our ratio of [removed: debt to total assets or market value, as defined.]

In addition, these agreements contain other covenants requiring compliance with financial [added: ratios.]

The Operating Partnership has a $4.0 billion unsecured revolving credit facility, or Credit [removed: Facility.][added: Facility, a $2.0 billion delayed-draw term loan facility, or Term Facility, and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Facilities.]

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

[removed: The initial maturity date of the Supplemental Facility is 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 Credit [removed: Facilities] [added: Facility and Supplemental Facility, or together the Credit Facilities,] provide for borrowings denominated in U.S. dollars, Euro, Yen, Sterling, Canadian dollars and Australian dollars.

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

Under the [removed: new] program, the Company [removed: may] [added: could] purchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021.

At December 31, [removed: 2019,] [added: 2020,] we had remaining authority to repurchase [removed: $1.6] [added: $1.5] billion of common [removed: stock.][added: stock, which has subsequently expired.]

[added: Simon may also issue shares of its common stock, or] pay cash at its option, to holders of units in future periods upon exercise of such holders’ rights under the partnership agreement of the Operating Partnership.

We also compete with internet retailing sites and [removed: catalogs] [added: catalogs, including our tenants,] which provide retailers with distribution options beyond existing brick and mortar retail properties.

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| Simon Property Group, Inc. Yes ☒ No ◻ | Simon Property Group, L.P. Yes ⌧ No ◻ |

| | |

December 31, 2020

| [Signatures](#SIGNATURES) | | | 146 |

| --- | --- |

We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia.

Additionally we have and may in the future make investments in entities engaged in non-real estate activities, primarily through a taxable REIT subsidiary, similar to the investments we currently hold in certain retail operations.

debt to total assets or market value, as defined.

The Credit Facility and the Term Facility can be increased in the form of either additional commitments under the Credit Facility or incremental term loans under the Term Facility in an aggregate amount for all such increases not to exceed $1.0 billion, for a total aggregate size of $7.0 billion, in each case, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.

The initial maturity date of the Term Facility and Credit Facility are June 30, 2022 and June 30, 2024, respectively.

Each of the Term Facility and Credit Facility can be extended for two additional six-month periods to June 30, 2023 and June 30, 2025, respectively, at our sole option, subject to satisfying certain customary conditions precedent.

The Term Facility was available via a single draw during the nine-month period following March 16, 2020 and was drawn on in 2020 prior to expiring.

Borrowings under the Credit Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.65% and 1.40% or (ii) the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) (the “Base Rate”), plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.40%.

The Credit Facility includes a facility fee determined by the Operating Partnership’s corporate credit rating of between 0.10% and 0.30% on the aggregate revolving commitments under the Credit Facility.

The Credit Facility contains a money market competitive bid option program that allows the Operating Partnership to hold auctions to achieve lower pricing for short-term borrowings.

Borrowings under the Term Facility bear interest, at the Operating Partnership’s election, at either (i) LIBOR plus a margin determined based on the Operating Partnership’s corporate credit rating of between 0.725% and 1.60% or (ii) the base rate (equal to the greatest of the prime rate, the federal funds effective rate plus 0.50% or LIBOR plus 1.00%) plus a margin determined by the Operating Partnership’s corporate credit rating of between 0.00% and 0.60%.

The Term Facility includes a ticking fee equal to 0.10% of the unused term loan commitment under the Term Facility, which ticking fee commenced accruing on the date that is forty-five days after the closing of the Term Facility.

| | ● | the sustainability of physical retail. |

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

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

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

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

| | ● | borrowed a maximum amount of $2.0 billion under the Term Facility; the outstanding amount of borrowings as of December 31, 2020 was $2.0 billion; |

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

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

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

Human Capital

We believe our employees are the driving force behind our success.

To ensure we continue to attract, develop and retain the best talent across the organization, we invest in our employees and provide equal opportunities.

We offer a variety of ongoing talent programs that foster continual development, high performance and overall organizational effectiveness, including a series of leadership development programs.

We conduct an annual talent-assessment process for selected business functions within our corporate and field organizations that includes plans for individual employee career development and long-term leadership succession, and also conduct an annual performance appraisal process for all regular employees.

We are committed to providing a work environment that is free from any form of discrimination or harassment for any protected class and also embraces principles of inclusiveness.

Our aim is to implement a sustainable diversity and inclusion strategy in the coming years that is aligned with our values and guiding operating principles, including an internal policy, targeted solutions for employees and an annual process of assessment, action and evaluation led by our human resources department.

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

He is the nephew of Herbert Simon.

| Simon Property Group, L.P. | ​ | 2.375% Senior Unsecured Notes due 2020 | ​ | SPG/20 | ​ | New York Stock Exchange |

December 31, 2019

| [Signatures](#SIGNATURES) | | | 134 |

ratios.

The Credit Facility’s initial borrowing capacity of $4.0 billion may be increased to $5.0 billion during its term.

The base interest rate on the Credit Facility is LIBOR plus 77.5 basis points, with an additional facility fee of 10 basis points.

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

Simon may also issue shares of its common stock, or

| | ● | amended and extended the Credit Facility in March 2017 to extend its term and reduce its base interest rate; |

Employees

From 1988 to 1990, Mr. Simon was Vice President of Wasserstein Perella & Company.

From 1985 to 1988, he was an Associate at First Boston Corp. He is the son of the late Melvin Simon and the nephew of Herbert Simon.

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

Fulcrum Strategic Institute.

These properties contain an aggregate of approximately [removed: 181.2] [added: 179.9] million square feet of gross leasable area, or GLA.

Our [removed: 106] [added: 99] malls are generally enclosed centers and range in size from approximately 260,000 to 2.7 million square feet of GLA.

They have a combination of traditional mall, outlet center, [removed: and] big box retailers and entertainment uses.

We also have interests in four lifestyle centers and [removed: 11] [added: 17] other retail properties.

The other retail properties range in size from approximately 160,000 to [removed: 850,000] [added: 1.7 million] square feet of GLA and are considered non-core to our business model.

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 95.1%] [added: 91.3%] of the owned GLA in malls and Premium Outlets was leased and approximately [removed: 97.0%] [added: 95.3%] of the owned GLA for The Mills was leased.

We wholly own 133 of our properties, effectively control [removed: 12] [added: 11] properties in which we have a joint venture interest, and hold the remaining 59 properties through unconsolidated joint venture interests.

We are the managing or co-managing general partner or member of [removed: 200] [added: 199] properties in the United States.

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: 2019.][added: 2020.]

| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | [removed: 87.6] [added: 78.2] | % | [removed: 473,990] [added: 473,874] | | Belk, JCPenney, [removed: Sears (13),] AMC Cinemas |

| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 97.0] [added: 87.5] | % | [removed: 584,602] [added: 499,481] | | Macy's, [removed: Sears (13),] Reliant Medical [removed: Group] [added: (15)] |

| 3. | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | [removed: 94.4] [added: 91.9] | % | [removed: 2,127,254] [added: 2,126,428] | | Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres |

| 4. | Barton Creek Square | | TX | | Austin | | Fee | | 100.0 | % | Built 1981 | | [removed: 98.2] [added: 95.0] | % | [removed: 1,452,408] [added: 1,452,291] | | Nordstrom, Macy's, Dillard's (8), JCPenney, AMC [removed: Theatre] [added: Theatres] |

| 5. | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | 100.0 | % | Built 1970 | | [removed: 91.5] [added: 92.1] | % | [removed: 1,201,828] [added: 1,203,129] | | Macy's, Dillard's (8), [removed: JCPenney, Sears] [added: JCPenney] |

| 6. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | [removed: 96.0] [added: 94.5] | % | [removed: 680,542] [added: 682,401] | | Kohl's, Marcus Cinema 16, Dave & Buster's [added: (6), Steinhafel Furniture] (6) |

| 7. | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 93.5] [added: 90.6] | % | [removed: 1,319,214] [added: 1,281,891] | | Nordstrom, Macy's (8), JCPenney, LifeTime [removed: (6),] (6) |

| 8. | Briarwood Mall | | MI | | Ann Arbor | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 98.9] [added: 82.0] | % | [removed: 977,987] [added: 977,986] | | Macy's, JCPenney, Von Maur, Hilton Garden Inn (15), Towne Place Suites by Marriott (15) |

| 9. | Brickell City Centre | | FL | | Miami | | Fee | | 25.0 | % (4) | Built 2016 | | [removed: 85.6] [added: 87.6] | % | [removed: 476,251] [added: 476,247] | | Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15), La Centrale |

| 10. | Broadway Square | | TX | | Tyler | | Fee | | 100.0 | % | Acquired 1994 | | [removed: 98.8] [added: 96.3] | % | [removed: 604,870] [added: 604,726] | | Dillard's, JCPenney, Dick's Sporting [removed: Goods (6), HomeGoods (6),] [added: Goods, HomeGoods,] Party City [removed: (6)] |

| 11. | Burlington Mall | | MA | | Burlington (Boston) | | Fee and Ground Lease (2026) (7) | | 100.0 | % | Acquired 1998 | | [removed: 96.0] [added: 91.5] | % | [removed: 1,138,385] [added: 1,183,394] | | Macy's, [removed: Lord & Taylor,] Nordstrom, Crate & Barrel, Primark, Arhaus Furniture |

| 12. | Cape Cod Mall | | MA | | Hyannis | | Fee and Ground Leases (2029-2073) (7) | | 56.4 | % (4) | Acquired 1999 | | [removed: 92.6] [added: 85.6] | % | [removed: 707,681] [added: 709,052] | | Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting [removed: Goods (6),] [added: Goods,] Planet Fitness |

| 13. | Castleton Square | | IN | | Indianapolis | | Fee | | 100.0 | % | Built 1972 | | [removed: 95.6] [added: 95.5] | % | [removed: 1,384,718] [added: 1,384,538] | | Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC Theatres |

| 14. | Cielo Vista Mall | | TX | | El Paso | | Fee and Ground Lease (2027) (7) | | 100.0 | % | Built 1974 | | [removed: 99.2] [added: 98.5] | % | [removed: 1,244,344] [added: 1,244,342] | | Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres |

| 15. | Coconut Point | | FL | | Estero | | Fee | | 50.0 | % (4) | Built 2006 | | [removed: 87.5] [added: 82.7] | % | [removed: 1,204,901] [added: 1,205,043] | | Dillard's, Barnes & Noble, Bed Bath & [removed: Beyond,] [added: Beyond (13),] Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Total Wine & More, Tuesday Morning, JoAnn Fabrics, Hyatt Place Coconut Point (15), TownePlace Suites by Marriott (15) |

| 16. | College Mall | | IN | | Bloomington | | Fee and Ground Lease (2048) (7) | | 100.0 | % | Built 1965 | | [removed: 85.5] [added: 85.0] | % | 609,768 | | [removed: Macy's,] [added: Macy's (13),] Target, Dick's Sporting Goods, Bed Bath & Beyond, Ulta, Fresh Thyme |

| 17. | Columbia Center | | WA | | Kennewick | | Fee | | 100.0 | % | Acquired 1987 | | [removed: 91.1] [added: 85.6] | % | [removed: 806,481] [added: 815,026] | | Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting Goods |

| 18. | Copley Place | | MA | | Boston | | Fee | | 94.4 | % (11) | Acquired 2002 | | [removed: 96.2] [added: 95.4] | % | [removed: 1,264,047] [added: 1,263,379] | | Neiman Marcus, [removed: Barneys New York (13),] [added: Saks Fifth Avenue Men's,] Boston Marriott Copley Place (15), The Westin Copley Place (15) |

| 19. | Coral Square | | FL | | Coral Springs (Miami) | | Fee | | 97.2 | % | Built 1984 | | [removed: 92.9] [added: 89.7] | % | [removed: 943,940] [added: 943,878] | | Macy's (8), JCPenney, [removed: Sears,] Kohl's |

| 20. | Cordova Mall | | FL | | Pensacola | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 96.4] [added: 92.7] | % | [removed: 927,148] [added: 926,430] | | Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods |

| [removed: 22.] [added: 21.] | Dadeland Mall | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 1997 | | [removed: 98.6] [added: 98.4] | % | [removed: 1,488,746] [added: 1,499,420] | | Saks Fifth Avenue, [removed: Nordstrom,] Macy's (8), JCPenney, AC Hotel by Marriott (6) |

| [removed: 23.] [added: 22.] | Del Amo Fashion Center | | CA | | Torrance (Los Angeles) | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 89.2] [added: 86.6] | % | [removed: 2,518,899] [added: 2,519,111] | | Nordstrom, Macy's (8), JCPenney, [removed: Sears,] Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace [removed: (6)] |

| [removed: 24.] [added: 23.] | Domain, The | | TX | | Austin | | Fee | | 100.0 | % | Built 2006 | | [removed: 93.5] [added: 90.5] | % | [removed: 1,236,238] [added: 1,236,690] | | Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, [added: Lone Star Court (15),] (16) |

| [removed: 27.] [added: 24.] | Empire Mall | | SD | | Sioux Falls | | Fee and Ground Lease (2033) (7) | | 100.0 | % | Acquired 1998 | | [removed: 94.6] [added: 86.0] | % | [removed: 1,124,707] [added: 1,124,686] | | Macy's, JCPenney, [removed: Gordmans,] Hy-Vee, Dick's Sporting Goods |

| [removed: 28.] [added: 25.] | Falls, The | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 98.4] [added: 89.4] | % | [removed: 831,327] [added: 708,956] | | [removed: Bloomingdale's (13),] Macy's, Regal Cinema, The Fresh [removed: Market] [added: Market, LifeTime Athletic (6)] |

| [removed: 29.] [added: 26.] | Fashion Centre at Pentagon City, The | | VA | | Arlington (Washington, DC) | | Fee | | 42.5 | % (4) | Built 1989 | | [removed: 96.9] [added: 87.4] | % | [removed: 1,037,258] [added: 1,037,237] | | Nordstrom, Macy's, The Ritz-Carlton (15) |

| [removed: 30.] [added: 27.] | Fashion Mall at Keystone, The | | IN | | Indianapolis | | Fee and Ground Lease (2067) (7) | | 100.0 | % | Acquired 1997 | | [removed: 96.1] [added: 92.0] | % | [removed: 716,548] [added: 716,466] | | Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art [removed: Cinema] [added: Cinema, Sheraton (15)] |

| [removed: 31.] [added: 28.] | Fashion Valley | | CA | | San Diego | | Fee | | 50.0 | % (4) | Acquired 2001 | | [removed: 96.9] [added: 96.1] | % | [removed: 1,724,929] [added: 1,731,260] | | Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever [removed: 21] [added: 21, The Container Store] |

| [removed: 32.] [added: 29.] | Firewheel Town Center | | TX | | Garland (Dallas) | | Fee | | 100.0 | % | Built 2005 | | [removed: 94.0] [added: 89.9] | % | [removed: 995,914] [added: 996,273] | | Dillard's, Macy's, Barnes & Noble, DSW, [removed: Cost Plus World Market (13),] AMC Theatres, Dick's Sporting Goods, [added: Kids Empire/Hapik,] Fairfield Inn by Marriott (14), (16) |

| [removed: 33.] [added: 30.] | Florida Mall, The | | FL | | Orlando | | Fee | | 50.0 | % (4) | Built 1986 | | [removed: 96.3] [added: 92.5] | % | [removed: 1,725,988] [added: 1,725,099] | | Macy's, Dillard's, JCPenney, Sears, H&M, Forever 21, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, The Florida Hotel and Conference Center (15) |

| [removed: 34.] [added: 31.] | Forum Shops at Caesars Palace, The | | NV | | Las Vegas | | Ground Lease (2050) | | 100.0 | % | Built 1992 | | [removed: 98.2] [added: 96.8] | % | [removed: 667,468] [added: 660,240] | | Caesars Palace Las Vegas Hotel and Casino (15) |

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

These properties are excluded from the following table.

| ​ | Total Mall GLA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 111,905,430 | (18) | ​ |

| ​ | Property Name | ​ | State | ​ | City (CBSA) | ​ | Lease) (3) | ​ | Ownership | ​ | Acquired | ​ | Occupancy (5) | | Total GLA | | Selected Tenants |

| ​ | Property Name | ​ | State | ​ | City (CBSA) | ​ | Lease) (3) | ​ | Ownership | ​ | Acquired | ​ | Occupancy (5) | | Total GLA | | Selected Tenants |

| ​ | Property Name | ​ | State | ​ | City (CBSA) | ​ | Lease) (3) | ​ | Ownership | ​ | Acquired | ​ | Occupancy (5) | | Total GLA | | Selected Tenants |

| ​ | Property Name | ​ | State | ​ | City (CBSA) | ​ | Lease) (3) | ​ | Ownership | ​ | Acquired | ​ | Occupancy (5) | | Total GLA | | Selected Tenants |

| 1 - 15. | Other Properties | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 11,385,786 | | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | | |

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

| Month to Month Leases | ​ | 995 | ​ | 3,463,698 | ​ | $ | 56.04 | | ​ | 3.7 | | | % |

| 2021 | ​ | 2,392 | ​ | 8,635,941 | ​ | $ | 50.52 | | ​ | 8.0 | | | % |

| 2022 | ​ | 2,561 | ​ | 9,658,952 | ​ | $ | 50.16 | | ​ | 9.2 | | | % |

| 2023 | ​ | 2,325 | ​ | 9,254,119 | ​ | $ | 59.14 | | ​ | 8.9 | | | % |

| 2024 | ​ | 1,785 | ​ | 7,076,454 | ​ | $ | 59.86 | | ​ | 7.8 | | | % |

| 2025 | ​ | 1,561 | ​ | 6,100,909 | ​ | $ | 63.53 | | ​ | 7.4 | | | % |

| 2026 | ​ | 1,246 | ​ | 5,046,888 | ​ | $ | 61.22 | | ​ | 5.8 | | | % |

| 2027 | ​ | 924 | ​ | 3,621,868 | ​ | $ | 65.80 | | ​ | 4.5 | | | % |

| 2028 | ​ | 810 | ​ | 3,543,203 | ​ | $ | 61.61 | | ​ | 4.1 | | | % |

| 2029 | ​ | 697 | ​ | 3,025,932 | ​ | $ | 66.61 | | ​ | 3.5 | | | % |

| 2030 | ​ | 437 | ​ | 2,085,678 | ​ | $ | 64.17 | | ​ | 2.3 | | | % |

| 2031 and Thereafter | ​ | 323 | ​ | 2,169,536 | ​ | $ | 42.04 | | ​ | 1.8 | | | % |

| Month to Month Leases | ​ | 1 | ​ | 138,409 | ​ | $ | 1.18 | | ​ | 0.0 | | | % |

| 2021 | ​ | 2 | ​ | 158,266 | ​ | $ | 3.73 | | ​ | 0.0 | | | % |

| 2022 | ​ | 10 | ​ | 1,408,024 | ​ | $ | 4.22 | | ​ | 0.1 | | | % |

| 2023 | ​ | 17 | ​ | 2,381,099 | ​ | $ | 6.00 | | ​ | 0.3 | | | % |

| 2024 | ​ | 18 | ​ | 1,565,287 | ​ | $ | 8.59 | | ​ | 0.3 | | | % |

| 2025 | ​ | 17 | ​ | 1,676,634 | ​ | $ | 6.72 | | ​ | 0.2 | | | % |

| 2026 | ​ | 14 | ​ | 1,660,628 | ​ | $ | 4.50 | | ​ | 0.1 | | | % |

| 2028 | ​ | 8 | ​ | 707,745 | ​ | $ | 8.27 | | ​ | 0.1 | | | % |

| 2029 | ​ | 4 | ​ | 511,660 | ​ | $ | 2.44 | | ​ | 0.0 | | | % |

| 2030 | ​ | 8 | ​ | 824,573 | ​ | $ | 8.52 | | ​ | 0.1 | | | % |

| 2031 and Thereafter | ​ | 19 | ​ | 1,749,992 | ​ | $ | 12.09 | | ​ | 0.4 | | | % |

Our investment in TRG includes an interest in four operating joint venture properties located outside of the U.S.; two located in the People’s Republic of China and two located in South Korea.

Our effective ownership in these centers, through our investment in TRG, ranges from 13.7% to 39.2%.

| ​ | ​ | INTERNATIONAL PREMIUM OUTLETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 4 - 2020 | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 5 - 2020 | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | THAILAND | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 18. | ​ | Siam Premium Outlets Bangkok | ​ | Bangkok | ​ | Fee | ​ | 50.0 | % | 2020 | ​ | 264,000 | ​ | Adidas, Balenciage, Burberry, Calvin Klein, Coach, Furla, Kate Spade New York, Nike, Skechers, Under Armour | ​ |

| 21. | Crystal Mall | | CT | | Waterford | | Fee | | 78.2 | % (4) | Acquired 1998 | | 83.4 | % | 782,704 | | Macy's, JCPenney, Bed Bath & Beyond, Christmas Tree Shops |

| 25. | Dover Mall | | DE | | Dover | | Fee and Ground Lease (2041) (7) | | 68.1 | % (4) | Acquired 2007 | | 89.0 | % | 927,245 | | Macy's, JCPenney, Boscov's, AMC Cinemas, Dick's Sporting Goods |

| 26. | Emerald Square | | MA | | North Attleboro (Providence, RI) | | Fee | | 56.4 | % (4) | Acquired 1999 | | 84.6 | % | 1,022,293 | | Macy's (8), JCPenney, Sears |

| 46. | Mall at Tuttle Crossing, The | | OH | | Dublin (Columbus) | | Fee | | 50.0 | % (4) | Acquired 2007 | | 91.6 | % | 1,119,920 | | Macy's, JCPenney, Scene 75 |

| 84. | Southridge Mall | | WI | | Greendale (Milwaukee) | | Fee | | 100.0 | % | Acquired 2007 | | 91.9 | % | 1,221,169 | | JCPenney, Macy's, Marcus Cinema, Dick's Sporting Goods, Round 1, TJ Maxx |

| 86. | Square One Mall | | MA | | Saugus (Boston) | | Fee | | 56.4 | % (4) | Acquired 1999 | | 93.9 | % | 930,295 | | Macy's, Sears, Best Buy, T.J. Maxx N More, Dick's Sporting Goods |

| 95. | Town Center at Cobb | | GA | | Kennesaw (Atlanta) | | Fee | | 100.0 | % | Acquired 1998 | | 95.5 | % | 1,281,736 | | Belk, Macy's (8), JCPenney, Sears |

| ​ | Total Mall GLA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 119,807,048 | (18) | ​ |

| 1 - 9. | Other Properties | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,387,656 | | ​ |

| Auburn Mall - 85,619 sq. ft. | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Month to Month Leases | ​ | 651 | ​ | 2,021,771 | ​ | $ | 58.01 | ​ | 2.0 | % |

| 2020 | ​ | 2,473 | ​ | 8,606,035 | ​ | $ | 50.60 | ​ | 7.6 | % |

| 2021 | ​ | 2,424 | ​ | 9,066,802 | ​ | $ | 50.64 | ​ | 8.0 | % |

| 2022 | ​ | 2,326 | ​ | 8,754,342 | ​ | $ | 49.66 | ​ | 7.7 | % |

| 2023 | ​ | 2,277 | ​ | 9,381,279 | ​ | $ | 56.10 | ​ | 9.1 | % |

| 2024 | ​ | 1,919 | ​ | 7,462,106 | ​ | $ | 59.29 | ​ | 7.6 | % |

| 2025 | ​ | 1,478 | ​ | 5,658,208 | ​ | $ | 63.78 | ​ | 6.4 | % |

| 2026 | ​ | 1,275 | ​ | 4,630,900 | ​ | $ | 63.93 | ​ | 5.2 | % |

| 2027 | ​ | 985 | ​ | 3,708,647 | ​ | $ | 65.27 | ​ | 4.2 | % |

| 2028 | ​ | 851 | ​ | 3,660,770 | ​ | $ | 59.68 | ​ | 3.8 | % |

| 2029 | ​ | 723 | ​ | 3,132,495 | ​ | $ | 62.27 | ​ | 3.2 | % |

| 2030 and Thereafter | ​ | 445 | ​ | 2,853,217 | ​ | $ | 41.65 | ​ | 2.2 | % |

| 2020 | ​ | 5 | ​ | 524,702 | ​ | $ | 6.01 | ​ | 0.1 | % |

| 2021 | ​ | 10 | ​ | 1,113,351 | ​ | $ | 6.32 | ​ | 0.1 | % |

| 2022 | ​ | 16 | ​ | 2,033,754 | ​ | $ | 6.14 | ​ | 0.2 | % |

| 2023 | ​ | 17 | ​ | 2,386,762 | ​ | $ | 6.67 | ​ | 0.3 | % |

| 2024 | ​ | 24 | ​ | 2,027,154 | ​ | $ | 8.30 | ​ | 0.3 | % |

| 2025 | ​ | 16 | ​ | 1,480,858 | ​ | $ | 7.21 | ​ | 0.2 | % |

| 2026 | ​ | 7 | ​ | 804,111 | ​ | $ | 4.30 | ​ | 0.1 | % |

| 2028 | ​ | 9 | ​ | 857,119 | ​ | $ | 7.58 | ​ | 0.1 | % |

| 2029 | ​ | 5 | ​ | 577,818 | ​ | $ | 5.02 | ​ | 0.1 | % |

| 2030 and Thereafter | ​ | 25 | ​ | 2,455,938 | ​ | $ | 8.50 | ​ | 0.4 | % |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 4 - 2019 | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 3 - 2019 | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | Subtotal Canada | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,296,300 | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 5 - 2019 | ​ | ​ | ​ | ​ | ​ |

The number of holders of record of common stock outstanding was [removed: 1,068] [added: 1,140] as of [removed: February 14, 2020.][added: January 31, 2021.]

Common stock cash dividends [added: paid] during [removed: 2018] [added: 2020] aggregated [removed: $7.90] [added: $4.70] per share.

[removed: In the first quarter of] [added: On December 15,] 2020, Simon’s Board of Directors declared a quarterly cash dividend [added: for the fourth quarter] of [removed: $2.10 per share] [added: 2020] of [removed: common stock] [added: $1.30 per share,] payable on [removed: February 28, 2020] [added: January 22, 2021] to [removed: stockholders] [added: shareholders] of record on [removed: February 14,] [added: December 24,] 2020.

The number of holders of record of units was [removed: 242] [added: 222] as of [removed: February 14, 2020.][added: January 31, 2021.]

Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain [added: adjustments.]

Distributions during [removed: 2018] [added: 2020] aggregated [removed: $7.90] [added: $4.70] per unit.

During the quarter ended December 31, 2020, Simon issued 98,290 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership.

The issuance of shares of common stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

On December 15, 2020, Simon’s Board of Directors declared a quarterly cash distribution for the fourth quarter of 2020 of $1.30 per unit, payable on January 22, 2021 to unitholders of record on December 24, 2020.

During the quarter ended December 31, 2020, the Operating Partnership issued 955,705 units in connection with the acquisition of an 80% ownership interest in TRG.

None.

adjustments.

In the first quarter of 2020, Simon’s Board of Directors declared a quarterly cash dividend of $2.10 per share.

During the year ended December 31, 2019 the Operating Partnership redeemed 43,255 units from nine limited partners for $6.8 million in cash.

| ​ | | [added: 2020 | | |] 2019 (1) | | | 2018 | | | 2017 (2) | | | 2016 (3) | | [removed: | 2015 (4) | |]

| Total consolidated revenue [removed: (5)] [added: (4)] | ​ | $ | [removed: 5,755,189] [added: 4,607,503] | ​ | $ | [removed: 5,645,288] [added: 5,755,189] | ​ | $ | [removed: 5,527,336] [added: 5,645,288] | ​ | $ | [removed: 5,427,910] [added: 5,527,336] | ​ | $ | [removed: 5,259,468] [added: 5,427,910] |

| Consolidated net income | ​ | | [removed: 2,423,188] [added: 1,277,324] | ​ | | [removed: 2,822,343] [added: 2,423,188] | ​ | | [removed: 2,244,903] [added: 2,822,343] | ​ | | [removed: 2,134,706] [added: 2,244,903] | ​ | | [removed: 2,139,375] [added: 2,134,706] |

| Net income attributable to common stockholders - SPG Inc. | ​ | ​ | [removed: 2,098,247] [added: 1,109,227] | ​ | ​ | [removed: 2,436,721] [added: 2,098,247] | ​ | ​ | [removed: 1,944,625] [added: 2,436,721] | ​ | ​ | [removed: 1,835,559] [added: 1,944,625] | ​ | ​ | [removed: 1,824,383] [added: 1,835,559] |

| Net income attributable to unitholders - SPG L.P. | ​ | ​ | [removed: 2,416,945] [added: 1,276,450] | ​ | ​ | [removed: 2,805,764] [added: 2,416,945] | ​ | ​ | [removed: 2,239,638] [added: 2,805,764] | ​ | ​ | [removed: 2,122,236] [added: 2,239,638] | ​ | ​ | [removed: 2,131,139] [added: 2,122,236] |

| Net income attributable to common stockholders | ​ | $ | [removed: 6.81] [added: 3.59] | ​ | $ | [removed: 7.87] [added: 6.81] | ​ | $ | [removed: 6.24] [added: 7.87] | ​ | $ | [removed: 5.87] [added: 6.24] | ​ | $ | [removed: 5.88] [added: 5.87] |

| Basic weighted average shares outstanding | ​ | | [removed: 307,950] [added: 308,738] | ​ | | [removed: 309,627] [added: 307,950] | ​ | | [removed: 311,517] [added: 309,627] | ​ | | [removed: 312,691] [added: 311,517] | ​ | | [removed: 310,103] [added: 312,691] |

| Diluted weighted average shares outstanding | ​ | | [removed: 307,950] [added: 308,738] | ​ | | [removed: 309,627] [added: 307,950] | ​ | | [removed: 311,517] [added: 309,627] | ​ | | [removed: 312,691] [added: 311,517] | ​ | | [removed: 310,103] [added: 312,691] |

| Dividends per share [removed: (6)] [added: (5)] | ​ | $ | [removed: 8.30] [added: 6.00] | ​ | $ | [removed: 7.90] [added: 8.30] | ​ | $ | [removed: 7.15] [added: 7.90] | ​ | $ | [removed: 6.50] [added: 7.15] | ​ | $ | [removed: 6.05] [added: 6.50] |

| Net income attributable to unitholders | ​ | $ | [removed: 6.81] [added: 3.59] | ​ | $ | [removed: 7.87] [added: 6.81] | ​ | $ | [removed: 6.24] [added: 7.87] | ​ | $ | [removed: 5.87] [added: 6.24] | ​ | $ | [removed: 5.88] [added: 5.87] |

| Basic weighted average units outstanding | ​ | | [removed: 354,724] [added: 355,282] | ​ | | [removed: 356,520] [added: 354,724] | ​ | | [removed: 358,777] [added: 356,520] | ​ | | [removed: 361,527] [added: 358,777] | ​ | | [removed: 362,244] [added: 361,527] |

| Diluted weighted average units outstanding | ​ | | [removed: 354,724] [added: 355,282] | ​ | | [removed: 356,520] [added: 354,724] | ​ | | [removed: 358,777] [added: 356,520] | ​ | | [removed: 361,527] [added: 358,777] | ​ | | [removed: 362,244] [added: 361,527] |

| Distributions per unit [removed: (6)] [added: (5)] | ​ | $ | [removed: 8.30] [added: 6.00] | ​ | $ | [removed: 7.90] [added: 8.30] | ​ | $ | [removed: 7.15] [added: 7.90] | ​ | $ | [removed: 6.50] [added: 7.15] | ​ | $ | [removed: 6.05] [added: 6.50] |

| Cash and cash equivalents | ​ | $ | [removed: 669,373] [added: 1,011,613] | ​ | $ | [removed: 514,335] [added: 669,373] | ​ | $ | [removed: 1,482,309] [added: 514,335] | ​ | $ | [removed: 560,059] [added: 1,482,309] | ​ | $ | [removed: 701,134] [added: 560,059] |

| Total assets [removed: (7)] [added: (6)] | ​ | | [removed: 31,231,630] [added: 34,786,846] | ​ | | [removed: 30,686,223] [added: 31,231,630] | ​ | | [removed: 32,257,638] [added: 30,686,223] | ​ | | [removed: 31,103,578] [added: 32,257,638] | ​ | | [removed: 30,565,182] [added: 31,103,578] |

| Mortgages and other indebtedness | ​ | | [removed: 24,163,230] [added: 26,723,361] | ​ | | [removed: 23,305,535] [added: 24,163,230] | ​ | | [removed: 24,632,463] [added: 23,305,535] | ​ | | [removed: 22,977,104] [added: 24,632,463] | ​ | | [removed: 22,416,682] [added: 22,977,104] |

| Total equity | ​ | | [removed: 2,911,250] [added: 3,472,346] | ​ | | [removed: 3,796,956] [added: 2,911,250] | ​ | | [removed: 4,238,764] [added: 3,796,956] | ​ | | [removed: 4,959,912] [added: 4,238,764] | ​ | | [removed: 5,216,369] [added: 4,959,912] |

| Operating activities | ​ | $ | [removed: 3,807,831] [added: 2,326,698] | ​ | $ | [removed: 3,750,796] [added: 3,807,831] | ​ | $ | [removed: 3,593,788] [added: 3,750,796] | ​ | $ | [removed: 3,372,694] [added: 3,593,788] | ​ | $ | [removed: 3,024,685] [added: 3,372,694] |

| Investing activities | ​ | | [removed: (1,076,707)] [added: (3,978,398)] | ​ | | [removed: (236,506)] [added: (1,076,707)] | ​ | | [removed: (761,467)] [added: (236,506)] | ​ | | [removed: (969,026)] [added: (761,467)] | ​ | | [removed: (1,462,720)] [added: (969,026)] |

| Financing activities | ​ | | [removed: (2,576,086)] [added: 1,993,940] | ​ | | [removed: (4,482,264)] [added: (2,576,086)] | ​ | | [removed: (1,910,071)] [added: (4,482,264)] | ​ | | [removed: (2,544,743)] [added: (1,910,071)] | ​ | | [removed: (1,473,113)] [added: (2,544,743)] |

| Funds from Operations (FFO) [removed: (8)] [added: (7)] | ​ | $ | [removed: 4,272,271] [added: 3,236,963] | ​ | $ | [removed: 4,324,601] [added: 4,272,271] | ​ | $ | [removed: 4,020,505] [added: 4,324,601] | ​ | $ | [removed: 3,792,951] [added: 4,020,505] | ​ | $ | [removed: 3,571,237] [added: 3,792,951] |

| Dilutive FFO allocable to common stockholders | ​ | $ | [removed: 3,708,929] [added: 2,812,900] | ​ | $ | [removed: 3,755,784] [added: 3,708,929] | ​ | $ | [removed: 3,490,910] [added: 3,755,784] | ​ | $ | [removed: 3,280,590] [added: 3,490,910] | ​ | $ | [removed: 3,057,193] [added: 3,280,590] |

| Diluted FFO per share | ​ | $ | [removed: 12.04] [added: 9.11] | ​ | $ | [removed: 12.13] [added: 12.04] | ​ | $ | [removed: 11.21] [added: 12.13] | ​ | $ | [removed: 10.49] [added: 11.21] | ​ | $ | [removed: 9.86] [added: 10.49] |

| [removed: (5)] [added: (4)] | Total consolidated revenue for the years ended December 31, 2018, 2017, [removed: 2016,] and [removed: 2015] [added: 2016] has been reclassified to conform to the current year presentation. |

| [removed: (6)] [added: (5)] | Represents dividends per share of Simon common stock/distributions per unit of Operating Partnership units declared per period. |

| [removed: (7)] [added: (6)] | On January 1, 2019, we recognized a right of use asset and corresponding lease liability of $524.0 million as a result of the adoption of ASU 2016-02. |

| [removed: (8)] [added: (7)] | 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. |

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

| Funds from Operations (FFO) (7) | ​ | $ | 3,236,963 | ​ | $ | 4,272,271 | ​ | $ | 4,324,601 | ​ | $ | 4,020,505 | ​ | $ | 3,792,951 |

| --- | --- |

| (4) | 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 share/unit 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/unit and diluted FFO per share by $0.22. |

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 21, 2020] [added: 25, 2021] | ​ |

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion thereon.

| _Description of the Matter_ | [added: |] ​ | [added: |] At December 31, [removed: 2019,] [added: 2020,] the [removed: Company’s] [added: Partnership’s] consolidated net investment properties totaled [removed: $23,899 million.] [added: $23.2 billion.] In addition, a significant number of the [removed: Company’s] [added: Partnership’s] investments in unconsolidated entities and its investment in Klépierre hold investment properties. As discussed in Note 3 to the consolidated financial statements, the [removed: Company] [added: Partnership] reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The [removed: Company] [added: Partnership] estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. ​ [removed: ​] Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment [added: property. In particular, the impairment evaluation for investment properties was sensitive to significant] |

| | | [removed: property. In particular, the impairment evaluation for investment properties was sensitive to significant] [added: | |] assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. ​ |

| _How We Addressed the Matter in Our Audit_ | ​ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. ​ To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant [removed: variances.] [added: variances, including consideration of the current economic environment.] As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions. ​ |

| _Description of the Matter_ | ​ | At December 31, [removed: 2019,] [added: 2020,] the carrying value of the Company’s investments in unconsolidated entities [added: and its investment in Klépierre] totaled [removed: $4,103 million.] [added: $4.3 billion.] As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is [removed: other than temporary] [added: other-than-temporary] using observable and unobservable inputs such as historical and forecasted cash flows or operating income, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. ​ Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of each investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. ​ |

| _How We Addressed the Matter in Our Audit_ | ​ | [added: |] We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. ​ To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant [removed: variances.] [added: variances, including consideration of the current economic environment.] As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the [removed: assumptions.] [added: assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary. ​] | [added: |]

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 21, 2020,] [added: 25, 2021,] expressed an unqualified opinion thereon.

| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February [removed: 21, 2020] [added: 25, 2021] | ​ |

| ​ | [removed: ​] | [added: 2020 | | |] 2019 | | [removed: ​] | 2018 | | |

| Investment properties, at cost | ​ | $ | [removed: 37,804,495] [added: 38,050,196] | ​ | $ | [removed: 37,092,670] [added: 37,804,495] | ​ |

| Less - accumulated depreciation | ​ | | [removed: 13,905,776] [added: 14,891,937] | ​ | | [removed: 12,884,539] [added: 13,905,776] | ​ |

| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, beginning of period] | ​ | [added: ​] | 669,373 | ​ | | 514,335 | ​ | [added: | 1,482,309 | ​ |]

| Tenant receivables and accrued revenue, net | ​ | | [removed: 832,151] [added: 1,236,734] | ​ | | [removed: 763,815] [added: 832,151] | ​ |

| Investment in unconsolidated entities, at equity | ​ | | [removed: 2,371,053] [added: 2,603,571] | ​ | | [removed: 2,220,414] [added: 2,371,053] | ​ |

| Investment in Klépierre, at equity | ​ | | [removed: 1,731,649] [added: 1,729,690] | ​ | | [removed: 1,769,488] [added: 1,731,649] | ​ |

| Right-of-use assets, net | ​ | ​ | [removed: 514,660] [added: 512,914] | ​ | ​ | [removed: —] [added: 514,660] | ​ |

| Deferred costs and other assets | ​ | | [removed: 1,214,025] [added: 1,082,168] | ​ | | [removed: 1,210,040] [added: 1,214,025] | ​ |

| Total assets | ​ | $ | [removed: 31,231,630] [added: 34,786,846] | ​ | $ | [removed: 30,686,223] [added: 31,231,630] | ​ |

| Mortgages and unsecured indebtedness | ​ | $ | [removed: 24,163,230] [added: 26,723,361] | ​ | $ | [removed: 23,305,535] [added: 24,163,230] | ​ |

| Accounts payable, accrued expenses, intangibles, and deferred revenues | ​ | | [removed: 1,390,682] [added: 1,311,925] | ​ | | [removed: 1,316,861] [added: 1,390,682] | ​ |

| Cash distributions and losses in unconsolidated entities, at equity | ​ | | [removed: 1,566,294] [added: 1,577,393] | ​ | | [removed: 1,536,111] [added: 1,566,294] | ​ |

| Lease liabilities | ​ | ​ | [removed: 516,809] [added: 515,492] | ​ | ​ | [removed: —] [added: 516,809] | ​ |

| Other liabilities | ​ | | [removed: 464,304] [added: 513,515] | ​ | | [removed: 500,597] [added: 464,304] | ​ |

| Total liabilities | ​ | | [removed: 28,101,319] [added: 31,128,608] | ​ | | [removed: 26,659,104] [added: 28,101,319] | ​ |

| Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties | ​ | | [removed: 219,061] [added: 185,892] | ​ | | [removed: 230,163] [added: 219,061] | ​ |

| Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847 | ​ | | [removed: 42,420] [added: 42,091] | ​ | | [removed: 42,748] [added: 42,420] | ​ |

| Common stock, $0.0001 par value, 511,990,000 shares authorized, [removed: 320,435,256] [added: 342,849,037] and [removed: 320,411,571] [added: 320,435,256] issued and outstanding, respectively | ​ | | [removed: 32] [added: 34] | ​ | | 32 | ​ |

| Capital in excess of par value | ​ | | [removed: 9,756,073] [added: 11,179,688] | ​ | | [removed: 9,700,418] [added: 9,756,073] | ​ |

| Accumulated deficit | ​ | | [removed: (5,379,952)] [added: (6,102,314)] | ​ | | [removed: (4,893,069)] [added: (5,379,952)] | ​ |

| _Description of the Matter_ | ​ | At December 31, 2020, the Company’s consolidated net investment properties totaled $23.2 billion. In addition, a significant number of the Company’s investments in unconsolidated entities and its investment in Klépierre hold investment properties. As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. ​ Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market |

| *​* | ​ | or economic conditions, demand, and competition. ​ ​ |

| *​* | | ​ | | Evaluation of Collectability of Tenant Receivables and Accrued Revenue ​ |

| _Description of the Matter_ | | ​ | | At December 31, 2020, the Company’s tenant receivables and accrued revenue totaled $1.2 billion. As discussed in Notes 3 and 9 to the consolidated financial statements, the Company accrues fixed lease income on a straight-line basis over the term of the lease when the Company believes substantially all lease income, including the related straight-line receivable, is probable of collection. The Company’s assessment of collectability incorporates available tenant operational and liquidity information and includes expectations and estimates made by the Company with respect to each lease. ​ Auditing management’s evaluation of collectability of tenant receivables and accrued revenue was challenging due to the significant judgment that was necessary when assessing whether it is probable that the tenant will pay outstanding receivables and whether it is probable that substantially all future lease payments will be collected in accordance with the lease terms. In particular, the assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and management’s communications and negotiations with the tenant. ​ |

| _How We Addressed the Matter in Our Audit_ | | ​ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating collectability of tenant receivables and accrued revenues, including controls over management’s review of the information and judgments described above. ​ To test the Company’s evaluation of collectability of tenant receivables and accrued revenue, we performed audit procedures that included, among others, assessing the methodologies applied and evaluating the information used by management in its analysis. As part of our assessment, we reviewed executed lease agreements and amendments, evaluated publicly available information on the tenant’s financial condition and operational performance and considered recent collections activity. Further, we evaluated the status of contractual disputes with certain tenants, including review of the related lease agreements, considered recent resolutions of similar matters and obtained representations from internal legal counsel. We also evaluated the impact of activity subsequent to the balance sheet date on the Company’s estimates. |

| Indianapolis, Indiana February 25, 2021 | ​ |

| Indianapolis, Indiana February 25, 2021 | ​ |

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| ​ | | ​ | | ​ ​ |

| *​* | | ​ | | Evaluation of Investment Properties for Impairment ​ |

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

| _How We Addressed the Matter in Our Audit_ | | ​ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. ​ To test the Partnership’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions. ​ |

| *​* | | ​ | | Evaluation of Investments in Unconsolidated Entities for Impairment |

| _Description of the Matter_ | | ​ | | At December 31, 2020, the carrying value of the Partnership’s investments in unconsolidated entities and its investment in Klépierre totaled $4.3 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. ​ Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of each investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. ​ |

| _How We Addressed the Matter in Our Audit_ | | ​ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. ​ To test the Partnership’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain |

| | | | | assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary. ​ |

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

| ​ | ​ | | ​ ​ | |

| *​* | ​ | | Evaluation of Collectability of Tenant Receivables and Accrued Revenue ​ | |

| _Description of the Matter_ | ​ | | At December 31, 2020, the Partnership’s tenant receivables and accrued revenue totaled $1.2 billion. As discussed in Notes 3 and 9 to the consolidated financial statements, the Partnership accrues fixed lease income on a straight-line basis over the term of the lease when the Partnership believes substantially all lease income, including the related straight-line receivable, is probable of collection. The Partnership’s assessment of collectability incorporates available tenant operational and liquidity information and includes expectations and estimates made by the Partnership with respect to each lease. ​ Auditing management’s evaluation of collectability of tenant receivables and accrued revenue was challenging due to the significant judgment that was necessary when assessing whether it is probable that the tenant will pay outstanding receivables and whether it is probable that substantially all future lease payments will be collected in accordance with the lease terms. In particular, the assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and management’s communications and negotiations with the tenant. ​ | |

| _How We Addressed the Matter in Our Audit_ | ​ | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating collectability of tenant receivables and accrued revenues, including controls over management’s review of the information and judgments described above. ​ To test the Partnership’s evaluation of collectability of tenant receivables and accrued revenue, we performed audit procedures that included, among others, assessing the methodologies applied and evaluating the information used by management in its analysis. As part of our assessment, we reviewed executed lease agreements and amendments, evaluated publicly available information on the tenant’s financial condition and operational performance and considered recent collections activity. Further, we evaluated the status of contractual disputes with certain tenants, including review of the related lease agreements, considered recent resolutions of similar matters and obtained representations from internal legal counsel. We also evaluated the impact of activity subsequent to the balance sheet date on the Partnership’s estimates. | |

| ​ | ​ | 2020 | | ​ | 2019 | | |

| ​ | ​ | | 23,158,259 | ​ | | 23,898,719 | ​ |

| Cash and cash equivalents | ​ | | 1,011,613 | ​ | | 669,373 | ​ |

| Investment in TRG, at equity | ​ | ​ | 3,451,897 | ​ | ​ | — | ​ |

| Dividend payable | ​ | ​ | 486,922 | ​ | ​ | — | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Issuance of limited partner units (955,705 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 79,601 | ​ | ​ | 79,601 | ​ |

| Public offering of common stock (22,137,500 common shares) | ​ | ​ | ​ | ​ | ​ | 2 | ​ | ​ | ​ | ​ | ​ | 1,556,477 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — | ​ | ​ | 1,556,479 | ​ |

| Redemption of limited partner units (116,658 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (15,163) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (943) | ​ | ​ | (16,106) | ​ |

| Treasury stock purchase (1,245,654 shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (152,590) | ​ | ​ | ​ | ​ | ​ | (152,590) | ​ |

| Unrealized loss on hedging activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (92,834) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (13,714) | ​ | ​ | (106,548) | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 22,694 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,594 | ​ | ​ | 27,288 | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (70,071) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (9,115) | ​ | ​ | (79,186) | ​ |

| Balance at December 31, 2020 | ​ | $ | 42,091 | ​ | $ | 34 | ​ | $ | (188,675) | ​ | $ | 11,179,688 | ​ | $ | (6,102,314) | ​ | $ | (1,891,352) | ​ | $ | 432,874 | ​ | $ | 3,472,346 | ​ |

| ​ | ​ | 2020 | | ​ | 2019 | | |

| ​ | ​ | | 23,158,259 | ​ | | 23,898,719 | ​ |

| --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | | 23,898,719 | ​ | | 24,208,131 | ​ |

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

| Balance at December 31, 2016 | ​ | $ | 43,405 | ​ | $ | 32 | ​ | $ | (114,126) | ​ | $ | 9,523,086 | ​ | $ | (4,459,387) | ​ | $ | (682,562) | ​ | $ | 649,464 | ​ | $ | 4,959,912 | ​ |

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

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 39,726 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 6,040 | ​ | ​ | 45,766 | ​ |

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

| Unrealized loss on hedging activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (3,553) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (513) | ​ | ​ | (4,066) | ​ |

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

| CASH AND CASH EQUIVALENTS, beginning of period | ​ | | 514,335 | ​ | | 1,482,309 | ​ | | 560,059 | ​ |

| Balance at December 31, 2016 | ​ | $ | 43,405 | ​ | $ | 4,267,043 | ​ | $ | 644,348 | ​ | $ | 5,116 | ​ | $ | 4,959,912 | ​ |

| 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) | ​ |

| Unrealized loss on hedging activities | ​ | ​ | ​ | ​ | ​ | (30,505) | ​ | ​ | (4,607) | ​ | ​ | ​ | ​ | ​ | (35,112) | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | 39,726 | ​ | ​ | 6,040 | ​ | ​ | ​ | ​ | ​ | 45,766 | ​ |

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

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

most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

These circumstances include, but are not limited to, declines in a property’s cash flows, ending occupancy or total sales per square foot.

multiples, leasing prospects and local market information.

our consolidated statements of operations and comprehensive income.

On July 26, 2017, we sold our investment in certain equity instruments.

The aggregate proceeds received from the sale were $53.9 million, and we recognized a gain on the sale of $21.5 million, which is included in other income in the accompanying consolidated statement of operations and comprehensive income for the year ended December 31, 2017.

interest in the investee may decrease.

| ​ | ​ | $ | 1,214,025 | ​ | $ | 1,210,040 | ​ |

| 2020 | ​ | $ | 16,943 | ​ | $ | (15,642) | ​ | $ | 1,301 | |

| 2021 | | ​ | 7,970 | | ​ | (10,226) | | ​ | (2,256) | ​ |

| 2022 | | ​ | 5,348 | | ​ | (7,421) | | ​ | (2,073) | ​ |

| 2023 | | ​ | 4,063 | | ​ | (5,388) | | ​ | (1,325) | ​ |

| 2024 | | ​ | 3,151 | | ​ | (3,645) | | ​ | (494) | ​ |

| Thereafter | | ​ | 7,302 | | ​ | (2,015) | | ​ | 5,287 | ​ |

| ​ | ​ | $ | 44,777 | ​ | $ | (44,337) | ​ | $ | 440 | ​ |

| € | 50.0 | ​ | May 15, 2019 | ​ | ​ | — | ​ | | (0.8) |

| Realized gain on sale of marketable securities | ​ | $ | — | | $ | — | | $ | 21,541 | ​ | Other income | ​ |

| ​ | ​ | $ | — | ​ | $ | — | ​ | $ | 18,721 | ​ | ​ | ​ |

For substantially

In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases," codified as Accounting Standards Codification (ASC) 842, which results in lessees recognizing most leased assets and corresponding lease liabilities on the balance sheet.

Certain refinements were made to lessor accounting to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, “Revenue From Contracts With Customers”, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components.

ASC 842 also limits the capitalization of leasing costs to initial direct costs, which, if applied in 2018, would have reduced our capitalized leasing costs and correspondingly increased expenses by approximately $45 million.

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: 2019.][added: 2020.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019.][added: 2020.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2019,] [added: 2020,] Simon’s internal control over financial reporting was effective.

The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019.][added: 2020.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019.][added: 2020.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] 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: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2020] [added: 2021] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively:

| Audit Fees (1) | ​ | $ | [removed: 4,230,000] [added: 4,707,000] | ​ | $ | [removed: 3,941,000] [added: 4,230,000] |

| Audit Related Fees (2) | ​ | | [removed: 4,835,000] [added: 5,068,000] | ​ | | [removed: 5,024,000] [added: 4,835,000] |

| Tax Fees (3) | ​ | | [removed: 266,000] [added: 359,000] | ​ | | [removed: 191,000] [added: 266,000] |

| (1) | Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting [added: and quarterly reviews] for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities offerings. |

| (2) | Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements and due diligence services for our managed consolidated and joint venture [removed: properties] [added: entities] and our consolidated non-managed [removed: properties.] [added: entities.] Our share of these Audit-Related Fees was approximately [removed: 59% and] 60% [added: and 59%] for the years ended [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively. |