Simon Property Group (SPG) 10-K risk factor changes: FY2021 vs FY2020

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

As of December 31, [removed: 2020,] [added: 2021,] we owned or held an interest in [removed: 203] [added: 199] income-producing properties in the United States located in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2020,] [added: 2021,] we had ownership interests in [removed: 31] [added: 33] properties primarily located in Asia, Europe and Canada and have [removed: one] [added: two] international outlet [removed: property] [added: properties] under development.

We have an interest in a European investee that has interests in [removed: ten] [added: 11] Designer Outlet properties, as more fully described elsewhere in this Annual Report.

As of December 31, [removed: 2020,] [added: 2021,] 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 [removed: 15] [added: 14] countries in Europe.

In addition, some of our properties are located at or within a close proximity to tourist [removed: destinations] [added: destinations,] and these properties and our [removed: tenants'] [added: tenants’] businesses [removed: are therefore] [added: have been, and may be in the future,] heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general [removed: public] concern regarding the risk of travel.

The [added: continuing] impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our shareholders could depend on additional factors, including:

| | ● | consumers avoiding traveling for shopping due to a heightened level of concern for safety in public places in light of the COVID-19 pandemic as well as the [removed: recent increase in] [added: potential for] civil unrest, including random acts of violence and riots; |

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

[removed: In recent years,] [added: Although we did not see an increase in tenant bankruptcies in 2021, in previous years] a number of companies in the retail industry, including certain of our tenants, have declared bankruptcy, and these numbers have increased [removed: in 2020] due to the COVID-19 pandemic.

[removed: A] bankruptcy filing by, or relating to, one of our tenants would generally prohibit us from evicting this tenant, and bar all efforts by us to collect pre-bankruptcy debts from that tenant, or from their property, unless we receive an order permitting us to do so from the bankruptcy court.

The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the 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 [removed: long-][added: long-term penetration of pure online retail which has been able to sell non-essential goods during the COVID-19 pandemic.]

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 merchandise, with each of (1) and (2) accelerating [removed: in 2020] as a result of the COVID-19 pandemic.

If we elect to pursue a “mixed use” redevelopment we expose ourselves to risks associated with each non-retail use (e.g. office, residential, hotel and entertainment), and the performance of our retail tenants in such [removed: properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses.]

As of December 31, [removed: 2020,] [added: 2021,] we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom.

We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in [removed: 15] [added: 14] countries in Europe.

| | ● | labor discord, political or civil unrest, acts of terrorism, epidemics and pandemics, [added: including COVID-19,] the fear of spread of contagious diseases, or the threat of international boycotts. |

Our international activities represented approximately [removed: 1.9%] [added: 7.1%] of consolidated net income and [removed: 9.1%] [added: 8.5%] of our net operating income, or NOI, for the year ended December 31, [removed: 2020.][added: 2021.]

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 [added: could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.]

As of December 31, [removed: 2020,] [added: 2021,] our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled [removed: $26.8] [added: $25.4] billion.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $3.3] [added: $2.0] 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: 2020,] [added: 2021,] approximately [removed: 11.0%] [added: 2.0%] or [removed: $2.9 billion] [added: $501.4 million] of our debt outstanding was indexed to LIBOR.

[removed: As a result,] [added: The consequences of these developments cannot be entirely predicted, and] there can be no assurance that [removed: any of the aforementioned developments or changes] [added: they] will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on us, which currently would be limited by our relatively low exposure to variable rate LIBOR-based debt.

[added: 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.

Additionally, we are subject to certain income-based taxes, both domestically and internationally, and other taxes, including state and local taxes, franchise taxes, and withholding taxes on dividends from certain of our international [removed: investments.]

[removed: In general, prohibited transactions] are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

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

As of December 31, [removed: 2020,] [added: 2021,] we owned interests in 101 income-producing properties with other parties.

We [removed: account for] [added: apply] the [added: equity method of accounting to the] other 84 [removed: properties, or the] [added: properties (the] joint venture [removed: properties, as well as] [added: properties) and] our investments in [removed: HBS Global Properties, or HBS,] Klépierre (a publicly traded, Paris-based real estate [removed: company),] [added: company)] and The Taubman Realty Group, LLC, or TRG, as well as our [removed: retailer] investments in [added: certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing ventures, such as] Authentic Brands Group, LLC, or ABG, [removed: Forever 21, J.C. Penney,] [added: and Eddie Bauer Ipco; and an e-commerce venture] Rue Gilt Groupe, or RGG, [removed: and SPARC Group, using the equity method of accounting.][added: (collectively, our other platform investments).]

We serve as general partner or property manager for [removed: 57] [added: 53] of these 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.

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

[removed: These investments, and other future similar investments, also have the potential risk of creating impasses on] decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture.

As of December 31, [removed: 2020,] [added: 2021,] the Operating Partnership guaranteed joint venture-related mortgage indebtedness of [removed: $219.2] [added: $209.9] million.

[added: 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.

We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United [removed: States.][added: States as well as cyber coverage.]

The initial portion of [removed: coverage] [added: coverage, excess of policy deductibles,] not provided by third-party carriers is either insured through our wholly-owned captive insurance company or other financial arrangements controlled by us.

Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could materially and adversely affect [removed: us.][added: our property values, revenues, consumer traffic and tenant sales.]

Although the harshest restrictions to prevent the spread of COVID-19 have generally been lifted or reduced, and vaccines are being administered in the United States and elsewhere, the willingness of customers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, and the effectiveness and availability of cures or treatments.

| | ● | actual or perceived changes in national and international economic conditions, which can result from global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, natural disasters, war, |

properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses.

In 2021 we amended the Credit Facility and the Supplemental Facility to transition the borrowing rates from LIBOR to successor benchmark indexes.

In 2017, the U.K. Financial Conduct Authority (the “FCA”) announced that it intends to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1 week and 2 month USD setting, and immediately after June 30, 2023, in the case of the remaining USD settings.

The U.S. Federal Reserve (the “Federal Reserve”) has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate.

The Alternative Refinance Rate Committee, a committee convened by the Federal Reserve that includes major market

participants, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR in the U.S. Working groups formed by financial regulators in other jurisdictions, including the U.K., the European Union, Japan and Switzerland, have also recommended alternatives to LIBOR denominated in their local currencies.

Although SOFR appears to be the preferred replacement rate for USD LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted outside of the United States.

At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmark is anticipated in coming years.

Accordingly, the outcome of these reforms is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist.

investments.

In general, prohibited transactions

These investments, and other future similar investments, also have the potential risk of creating impasses on

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

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.

During the period of closure of all of our retail properties, we have experienced a significant reduction in cash rent collections, which may continue for an indeterminate period.

With respect to those tenants from whom we have not received payment, we have been engaged in discussions with substantially all of them.

We have agreed to deferral or abatement arrangements with a number of our tenants, resulting in rent deferrals with tenants (the vast majority of which we expect to receive over the course of 2021) and rent abatement with tenants representing, in the aggregate, less than 16.0% of our U.S. portfolio gross contractual rents for the second, third and fourth quarters of 2020.

Discussions with our tenants are

ongoing and may result in further rent deferrals, lease restructures, abatements and/or lease terminations, as we deem appropriate on a case-by-case basis based on each tenant's unique financial and operating situation.

In connection with rent deferrals (or other accruals of unpaid rent), although we will not receive cash rent payments as scheduled, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term and associated tenant receivables, until the time of payment.

However, if we determine that such deferred rent payments (or other accrued but unpaid rent payments) are not probable of collection, lease income will be recorded as the lesser of the amount that would be recognized on a straight-line basis or cash that has been received from the tenant, with any tenant receivable and deferred rent receivable balances charged as a direct write-off against rental income in the period of the change in our collectability determination.

As a result, we may experience material impacts, including, but not limited to, changes in the ability to recognize revenue due to changes in the probability of collection and reductions in rental income associated with write-offs of tenant receivable and deferred rent receivable balances.

In addition, any rent abatements we have granted, and may potentially grant in the future, will be accounted for as negative variable lease consideration in the period granted or agreed thereby reducing lease income.

term penetration of pure online retail which has been able to sell non-essential goods during the COVID-19 pandemic.

could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.

In July 2017, the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced its intention to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

Accordingly, there is considerable uncertainty regarding the publication of LIBOR beyond 2021.

The Federal Reserve Board convened the Alternative Reference Rates Committee (“ARRC”) to identify a set of alternative reference rates for possible use as market benchmarks.

Based on the ARRC’s recommendation, the Federal Reserve Bank of New York began publishing the Secured Overnight Financing Rate (“SOFR”) and two other alternative rates beginning in April 2018.

Since then, certain derivative products and debt securities tied to SOFR have been introduced, and a number of industry groups are developing transition plans to SOFR as the new market benchmark.

We are not able to predict whether LIBOR will actually cease to be available after 2021 or whether SOFR will become the market benchmark in its place.

Any changes announced or adopted by the FCA or other authorities or institutions in the methods used for determining LIBOR or the transition from LIBOR to a successor benchmark may result in, among other things, a sudden or prolonged increase in LIBOR, a delay in the publication of LIBOR, higher interest obligations arising from such successor benchmark and changes in the rules or methodologies for determining LIBOR in the overall debt capital markets, which may discourage market participants from continuing to administer or to participate in variable rate debt tied to LIBOR or such successor benchmark.

If LIBOR as determined in accordance with the terms of our particular debt is no longer available, whether 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.

However, qualification and taxation as

Further,

The presence of

As of December 31, [removed: 2020,] [added: 2021,] we owned or held an interest in [removed: 203] [added: 199] income-producing properties in the United States, which consisted of [removed: 99] [added: 95] malls, 69 Premium Outlets, 14 Mills, [removed: four] [added: six] lifestyle centers, and [removed: 17] [added: 15] other retail properties in 37 states and Puerto Rico.

In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in the [removed: United States, Canada,] [added: North America,] Europe and Asia.

Internationally, as of December 31, [removed: 2020,] [added: 2021,] we had ownership in [removed: 31] [added: 33] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada.

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

As of December 31, [removed: 2020,] [added: 2021,] 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 [removed: 15] [added: 14] countries in Europe.

The COVID-19 pandemic has [removed: already] had a [removed: significant] [added: material] negative impact on economic and market conditions around the [removed: world in 2020,] [added: world,] and, notwithstanding the fact that vaccines [removed: have started to be] [added: are being] administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in [added: 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 [added: at times] 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.

As a result of the COVID-19 pandemic and these [added: periodic] measures, the Company [removed: may experience] [added: has experienced] 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 [removed: properties.][added: properties and investments.]

Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days [removed: during] [added: in 2020,] the [removed: year.][added: majority of which occurred in the second quarter.]

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

[removed: We] [added: In the second quarter of 2020, in connection with the property closures, we] implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:

Diluted earnings per share and diluted earnings per unit [removed: decreased $3.22] [added: increased $3.25] during [removed: 2020] [added: 2021] to [removed: $3.59] [added: $6.84] as compared to [removed: $6.81] [added: $3.59] in [removed: 2019.][added: 2020.]

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

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

| | ● | an unrealized [removed: unfavorable] [added: favorable] change in fair value of equity instruments of [removed: $11.4] [added: $11.5] million, or $0.03 per diluted share/unit, partially offset by |

| | ● | a charge on early extinguishment of debt of [removed: $116.3] [added: $51.8] million, or [removed: $0.33] [added: $0.14] per diluted share/unit, in [removed: 2019, and] [added: 2021.] |

Average base minimum rent for U.S. Malls and Premium Outlets [removed: increased 2.2%] [added: decreased 3.4%] to [removed: $55.80] [added: $53.91] psf as of December 31, [removed: 2020,] [added: 2021,] from [removed: $54.59] [added: $55.80] psf as of December 31, [removed: 2019.][added: 2020.]

Ending occupancy for our U.S. Malls and Premium Outlets [removed: decreased 3.8%] [added: increased 2.1%] to [removed: 91.3%] [added: 93.4%] as of December 31, [removed: 2020,] [added: 2021,] from [removed: 95.1%] [added: 91.3%] as of December 31, [removed: 2019,] [added: 2020,] primarily due to [removed: 2020 tenant bankruptcy] [added: leasing] activity, partially offset by [removed: leasing] [added: 2020 tenant bankruptcy] activity.

Our effective overall borrowing rate at December 31, [removed: 2020] [added: 2021] on our consolidated indebtedness decreased [removed: 18] [added: 12] basis points to [removed: 2.98%] [added: 2.86%] as compared to [removed: 3.16%] [added: 2.98%] at December 31, [removed: 2019.][added: 2020.]

This decrease was primarily due to a decrease in the effective overall borrowing rate on variable rate debt of [removed: 130] [added: 11] basis points [removed: (1.31%] [added: (1.20%] at December 31, [removed: 2020] [added: 2021] as compared to [removed: 2.61%] [added: 1.31%] at December 31, [removed: 2019) partially offset by an increase] [added: 2020) and a decrease] in the effective overall borrowing rate on fixed rate debt of [removed: four] [added: 22] basis points [removed: (3.50%] [added: (3.28%] at December 31, [removed: 2020] [added: 2021] as compared to [removed: 3.46%] [added: 3.50%] at December 31, [removed: 2019).][added: 2020).]

The weighted average years to maturity of our consolidated indebtedness was [removed: 7.3] [added: 7.8] years and [removed: 7.4] [added: 7.3] years at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Our financing activity for the year ended December 31, [removed: 2020] [added: 2021] included:

| | ● | borrowing [removed: $875.0 million] [added: $1.05 billion] under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and [removed: together with] [added: using a portion of] the [removed: Credit Facility and Term Facility,] [added: proceeds to remove] the [removed: Facilities, and subsequently repaying $875.0 million,] [added: encumbrances with respect to approximately $1.16 billion aggregate principal amount of mortgage loans,] |

| | ● | decreasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by [removed: $704.0] [added: $123.0] million, |

[removed: | | ● | completing, on] [added: On] July 9, 2020, the [removed: issuance by the] Operating Partnership [added: completed the issuance] of the following senior unsecured notes: [removed: $500] [added: $500.0] million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate [removed: 2.65%,] [added: of 2.650%,] and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the [removed: “2025] [added: “2025”] Notes”), June 2030, and June 2050, respectively. [removed: 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, |]

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of [removed: 1.75%,] [added: 1.750%,] and $700 million with a fixed interest rate of 2.20%, with maturity dates of [removed: January] [added: February] 2028 and 2031, respectively.

[removed: Further] [added: Further,] on February 2, [removed: 2021,] [added: 2021] the Operating Partnership repaid $750 million under the Term Facility.

| ​ | | [removed: 2020] [added: 2021] | | ​ | Change (1) | ​ | [removed: 2019] [added: 2020] | | ​ | Change (1) | ​ | [removed: 2018] [added: 2019] | | |

| Consolidated | ​ | ​ | [removed: 91.5] [added: 93.5] | % | [removed: \-380] [added: 200] | bps | ​ | [removed: 95.3] [added: 91.5] | % | [removed: \-60] [added: \-380] | bps | ​ | [removed: 95.9] [added: 95.3] | % |

| Unconsolidated | ​ | ​ | [removed: 90.9] [added: 93.1] | % | [removed: \-360] [added: 220] | bps | ​ | [removed: 94.5] [added: 90.9] | % | [removed: \-130] [added: \-360] | bps | ​ | [removed: 95.8] [added: 94.5] | % |

| Total Portfolio | ​ | ​ | [removed: 91.3] [added: 93.4] | % | [removed: \-380] [added: 210] | bps | ​ | [removed: 95.1] [added: 91.3] | % | [removed: \-80] [added: \-380] | bps | ​ | [removed: 95.9] [added: 95.1] | % |

| Consolidated | ​ | $ | [removed: 53.98] [added: 52.59] | ​ | [removed: 1.7] [added: (2.6)] | % | $ | [removed: 53.06] [added: 53.98] | ​ | [removed: 1.0] [added: 1.7] | % | $ | [removed: 52.51] [added: 53.06] | ​ |

| Unconsolidated | ​ | $ | [removed: 60.97] [added: 57.55] | ​ | [removed: 3.8] [added: (5.6)] | % | $ | [removed: 58.71] [added: 60.97] | ​ | [removed: 0.2] [added: 3.8] | % | $ | [removed: 58.59] [added: 58.71] | ​ |

| Total Portfolio | ​ | $ | [removed: 55.80] [added: 53.91] | ​ | [removed: 2.2] [added: (3.4)] | % | $ | [removed: 54.59] [added: 55.80] | ​ | [removed: 0.8] [added: 2.2] | % | $ | [removed: 54.18] [added: 54.59] | ​ |

| Ending Occupancy | ​ | | [removed: 95.3] [added: 97.6] | % | [removed: \-170] [added: 230] | bps | | [removed: 97.0] [added: 95.3] | % | [removed: \-60] [added: \-170] | bps | | [removed: 97.6] [added: 97.0] | % |

| Average Base Minimum Rent per Square Foot | ​ | $ | [removed: 33.77] [added: 33.80] | ​ | [removed: 2.1] [added: 0.1] | % | $ | [removed: 33.09] [added: 33.77] | ​ | [removed: 1.4] [added: 2.1] | % | $ | [removed: 32.63] [added: 33.09] | ​ |

Total Reported Sales per Square Foot. Given [removed: the impact] [added: all] of [removed: COVID-19 and] [added: our U.S. retail properties were closed for a portion of] the [removed: governmental restrictions placed on us,] [added: prior year due to the COVID-19 pandemic,] we are not presenting reported retail [added: tenant] sales per square foot as we do not believe the trends for the period are indicative of future operating trends.

During [removed: 2020,] [added: the twelve months ended December 31, 2021,] we signed [removed: 460] [added: 992] new leases and [removed: 1,175] [added: 1,460] 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: 6.1] [added: 8.3] million square feet, of which [removed: 4.8] [added: 6.5] million square feet related to consolidated properties.

During [removed: 2019,] [added: 2020,] we signed [removed: 990] [added: 460] new leases and [removed: 1,281] [added: 1,175] renewal leases with a fixed minimum rent, 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.

The average annual initial base minimum rent for new leases was [removed: $53.97] [added: $55.90] per square foot in [removed: 2020] [added: 2021] and [removed: $56.80] [added: $53.97] per square foot in [removed: 2019] [added: 2020] with an average tenant allowance on new leases of [removed: $51.01] [added: $53.75] per square foot and [removed: $47.57] [added: $51.01] per square foot, respectively.

| | ● | improved operating performance and solid core business fundamentals in 2021 and the impact of our acquisition, development and expansion activity, |

| | ● | increased income from unconsolidated entities of $563.0 million, or $1.50 per diluted share/unit, primarily due to favorable results of operations from our other platform investments, including earnings from our acquisition of an interest in J.C. Penney in the later part of 2020, and international investments which included the reversal of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by amortization of our excess investment in TRG, |

| | ● | increased other income of $65.3 million, or $0.17 per diluted share/unit, primarily due to an increase in lease settlement income of $39.8 million, or $0.11 per diluted share/unit, |

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

| | ● | a non-cash gain in 2021 on the exchange of equity interests of $159.8 million, or $0.43 per diluted share/unit, |

| | ● | a gain in 2021 on the sale of equity interests of $18.8 million, or $0.05 per diluted share/unit, and |

| | ● | increased tax expense of $161.8 million, or $0.43 per diluted share/unit, primarily due to favorable year-over-year operations from other platform investments and a $55.9 million tax impact created by the gain on sale or exchange of equity interests transactions noted above, |

| | ● | increased interest expense in 2021 of $11.3 million, or $0.03 per diluted share/unit, due to Term Loan borrowings, which were subsequently replaced by notes issuances to fund our investment in TRG, and |

Portfolio NOI increased 22.3% in 2021 as compared to 2020.

| | ● | completing, on January 21, 2021, the issuance by the Operating Partnership of the following senior unsecured notes: $800 million with a fixed interest rate of 1.75%, $700 million with a fixed interest rate of 2.20%, with maturity dates of February 2028 and 2031, respectively. Proceeds from the unsecured notes offering funded the optional redemption at par of the Operating Partnership’s $550 million 2.50% notes due July 15, 2021, including the make-whole amount on January 27, 2021 and repaid $750.0 million of the indebtedness under the Operating Partnership’s $2.0 billion delayed-draw term loan facility, or Term Facility, which was a feature of, and in addition to, the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility, and together with the Supplemental Facility, the Credit Facilities, as discussed below, |

| | ● | completing, on March 19, 2021, the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033. Proceeds from the unsecured notes offering funded the repayment of the remaining indebtedness under the Term Facility, as discussed below, |

| | ● | repaying, on March 23, 2021, the remaining $1.25 billion outstanding under the Term Facility, reducing the Term Facility balance to zero, and |

| | ● | completing, on August 18, 2021, the issuance by the Operating Partnership of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375% and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 2027 and 2032, respectively. Proceeds from the unsecured notes offering, along with cash on hand, funded the optional redemption, including make-whole amounts, of the following senior unsecured notes: Operating Partnership’s $550 million 2.350% notes due January 30, 2022 and $600 million 2.625% notes due June 15, 2022, in each case on August 25, 2021, and $500 million 2.750% notes due February 1, 2023, on September 9, 2021. |

Subsequently on January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 2024 and February 2032, respectively.

The Operating Partnership used the net proceeds of the offering to repay $1.05 billion outstanding under the Supplemental Facility and for general corporate purposes, including the repayment of other indebtedness.

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| | | of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. |

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

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

| | ● | On December 20, 2021, we sold a portion of our interest in ABG for cash consideration of $65.5 million and purchased additional interests in ABG for cash consideration of $100.0 million. Our noncontrolling interest in ABG is approximately 10.4%. |

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

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

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

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

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

Comparable lease income increased $452.0 million, or 10.6%.

Total lease income increased primarily due to an increase in variable lease income of $603.8 million primarily related to higher consideration based on tenant sales and lower negative variable lease income due to abatements granted in 2020 as a result of the COVID-19 pandemic, partially offset by decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $169.4 million.

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

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

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

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

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

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

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

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

During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets.

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

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

In November 2021, we amended our Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes.

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

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 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.

| | ● | a lawsuit settled with our former insurance broker in 2019 related to the significant flood damage sustained at Opry Mills in May 2010 of $68.0 million, or $0.19 per diluted share/unit, |

| | ● | a gain in 2019 related to the disposition of our interest in a multi-family residential investment of $16.2 million, or $0.05 per diluted share/unit, |

| | ● | 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, |

| | ● | 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 |

| | ● | 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, |

| | ● | decreased tax expense of $34.7 million, or $0.10 per diluted share/unit. |

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

Leasing spreads in our U.S. Malls and Premium Outlets decreased to an open/close leasing spread (based on total tenant payments — base minimum rent plus common area maintenance) of $4.41 psf ($60.08 openings compared to $64.49 closings) as of December 31, 2020, representing a 6.8% decrease.

| | ● | 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 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.

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| | | 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. |

| | ● | On September 27, 2018, we opened Denver Premium Outlets, a 330,000 square foot center in Thornton (Denver), Colorado. We own a 100% interest in this center. |

| | ● | On September 25, 2018, we acquired the remaining 50% interest in the previously unconsolidated The Outlets at Orange in Los Angeles, California from our joint venture partner. |

| | ● | During the fourth quarter of 2018, our interest in the 41 German department store properties owned through our investment in HBS Global Properties, or HBS, was sold, as further discussed in Note 6 of the notes to the consolidated financial statements. |

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

| | ● | On May 2, 2018, we and our partner opened Premium Outlet Collection Edmonton International Airport, a 424,000 square foot shopping center in Edmonton (Alberta), Canada. We have a 50% noncontrolling interest in this new center. |

was $17.8 million.

Comparable lease income increased $52.2 million, or 1.0%, due to increases in fixed minimum lease and CAM consideration recorded on a straight-line basis, as a result of the adoption of ASC 842.

Total other income increased $27.9 million, primarily due to a $68.0 million increase related to a lawsuit settled with our former insurance broker in 2019 related to the significant flood damage sustained at Opry Mills in May 2010, a $16.2 million gain on the sale of our interest in a multi-family residential property, a $12.4 million increase in interest income, an $11.2 million increase in Simon Brand Venture and gift card revenues, an increase of $10.4 million in land sales including gains as a result of land contributions for densification projects at two of our properties, and the impact of consolidated franchise and hotel revenues, partially offset by a $35.6 million non-cash gain recorded in 2018 associated with our contribution of our interest in the Aéropostale licensing venture for additional interests in ABG, a $26.7 million decrease in lease settlement income, a $23.9 million decrease in income related to distributions from an international investment received in 2018 and a $9.5 million decrease related to business interruption insurance proceeds received in connection with our two Puerto Rico properties as a result of hurricane damages.

Depreciation and amortization expense increased $58.0 million, of which the property transactions accounted for $11.0 million.

The comparable properties increased $47.0 million primarily as a result of an increase in tenant allowance write-offs in 2019 and the acceleration of depreciation on a property upon initiation of a major redevelopment.

Home and regional office costs increased $53.4 million, primarily due to the suspension of leasing cost capitalization in 2019 as a result of the adoption of a new accounting pronouncement.

Other expense increased $15.8 million primarily related to a $4.9 million unfavorable non-cash mark-to-market on certain of our non-real estate equity instruments, and the impact of consolidated franchise and hotel operational expenses.

Income from unconsolidated entities decreased $30.9 million as a result of the sale of German assets within our HBS joint venture in 2018, and the impact from the consolidation of a property that was previously unconsolidated in the third quarter of 2018, partially offset by favorable results of operations from our international joint venture investments.

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.

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

| | ● | received insurance proceeds from third-party carriers for property restoration related to hurricane damages of $31.2 million, |

We believe that [removed: our] current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations.

We record a liability when a loss is considered [removed: probable,] [added: probable] and the amount can be reasonably estimated.

[removed: SECURITIES] [added: UNITED STATESSECURITIES] AND EXCHANGE COMMISSION

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| Delaware(Simon Property Group, [removed: Inc.) Delaware(Simon] [added: Inc.)Delaware(Simon] Property Group, L.P.) (State of incorporation or organization) | 001-14469(Simon Property Group, [removed: Inc.) 001-36110(Simon] [added: Inc.)001-36110(Simon] Property Group, L.P.) (Commission File No.) | 04-6268599(Simon Property Group, [removed: Inc.) 34-1755769(Simon] [added: Inc.)34-1755769(Simon] Property Group, L.P.) (I.R.S. Employer Identification No.) |

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately [removed: $20,734] [added: $42,527] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2020.][added: 2021.]

As of January 31, [removed: 2021,] [added: 2022,] Simon Property Group, Inc. had [removed: 328,493,416] [added: 328,588,111] 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: 2020.][added: 2021.]

Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference in Part III.

This report combines the annual reports on Form 10-K for the annual period ended December 31, [removed: 2020] [added: 2021] of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership.

As of December 31, [removed: 2020,] [added: 2021,] Simon owned an approximate 87.4% ownership interest in the Operating Partnership, with the remaining 12.6% ownership interest owned by limited partners.

| [1B.](#Item1BUnresolvedStaffComments_684948) | ​ | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_684948) | [removed: 26] [added: 25] |

| [2.](#Item2Properties_409659) | ​ | [Properties](#Item2Properties_409659) | [removed: 27] [added: 26] |

| [3.](#Item3LegalProceedings_476511) | ​ | [Legal Proceedings](#Item3LegalProceedings_476511) | [removed: 53] [added: 54] |

| [4.](#Item4MineSafetyDisclosures_387981) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_387981) | [removed: 53] [added: 54] |

| [5.](#Item5MarketfortheRegistrantsCommonEquity) | ​ | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#Item5MarketfortheRegistrantsCommonEquity) | [removed: 54] [added: 55] |

| [7.](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 58] [added: 57] |

| [8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 79] [added: 78] |

| [9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | [removed: 136] [added: 135] |

| [9A.](#Item9AControlsandProcedures_592724) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_592724) | [removed: 136] [added: 135] |

| [9B.](#Item9BOtherInformation_722633) | ​ | [Other Information](#Item9BOtherInformation_722633) | [removed: 138] [added: 137] |

| [10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | [removed: 138] [added: 137] |

| [11.](#Item11ExecutiveCompensation_755977) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_755977) | [removed: 138] [added: 137] |

| [12.](#Item12SecurityOwnership_886573) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnership_886573) | [removed: 138] [added: 137] |

| [13.](#Item13CertainRelationships_92519) | ​ | [Certain Relationships and Related Transactions and Director Independence](#Item13CertainRelationships_92519) | [removed: 138] [added: 137] |

| [14.](#Item14PrincipalAccountantFeesandServices) | ​ | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 138] [added: 137] |

| [15.](#Item15ExhibitsandFinancialStatementSched) | ​ | [Exhibits, and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | [removed: 140] [added: 139] |

| [16.](#Item_16) | ​ | [Form 10-K Summary](#Item_16) | [removed: 140] [added: 139] |

As of December 31, [removed: 2020,] [added: 2021,] we owned or held an interest in [removed: 203] [added: 199] income-producing properties in the United States, which consisted of [removed: 99] [added: 95] malls, 69 Premium Outlets, 14 Mills, [removed: four] [added: six] lifestyle centers, and [removed: 17] [added: 15] other retail properties in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2020,] [added: 2021,] we had ownership interests in [removed: 31] [added: 33] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada.

As of December 31, [removed: 2020,] [added: 2021,] 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 [removed: 15] [added: 14] countries in Europe.

For a description of our operational strategies and developments in our business during [removed: 2020,] [added: 2021,] 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 [added: debt to total assets or market value, as defined.]

[removed: For example, the Operating Partnership’s lines of credit and the indentures] for the Operating Partnership’s debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related agreements, and secured debt to 50% of total assets.

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

The Credit Facility [removed: and the Term Facility] can be increased in the form of [removed: either] additional commitments [removed: under the Credit Facility or incremental term loans under the Term Facility] in an aggregate amount [removed: for all such increases] not to exceed $1.0 billion, for a total aggregate size of [removed: $7.0] [added: $5.0] billion, [removed: in each case,] subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.

The initial maturity date of the [removed: Term Facility and] Credit Facility [removed: are June 30, 2022 and] [added: is] June 30, [removed: 2024, respectively.][added: 2024.]

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

The Credit Facility includes a facility fee determined by [removed: the Operating Partnership’s] [added: our] corporate credit rating of between [removed: 0.10%] [added: 0.100%] and [removed: 0.30%] [added: 0.300%] on the aggregate revolving commitments under the Credit Facility.

The initial maturity date of the Supplemental Facility is [removed: June 30, 2022] [added: January 31, 2026] and can be extended for an additional year to [removed: June 30,][added: January 31, 2027 at our sole option, subject to our continued compliance with the terms thereof.]

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

We [removed: also have] [added: previously had] authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities.

December 31, 2021

| [6.](#Item6SelectedFinancialData_575203) | ​ | [Reserved](#Item6SelectedFinancialData_575203) | 56 |

| [9C.](#Item9CDisclosureRegardingForeignJurisdic) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDisclosureRegardingForeignJurisdic) | 137 |

| [Signatures](#SIGNATURES) | | | 145 |

For example, the Operating Partnership’s lines of credit and the indentures

Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%.

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

Borrowings under the Supplemental Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650%

and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%.

The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.

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

The Repurchase Program was not extended.

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

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

Government Regulations Affecting Our Properties

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property.

As of December 31, 2021, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.

However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material.

See further discussion in Item 1A.

Risk Factors.

UNITED STATES

December 31, 2020

| [6.](#Item6SelectedFinancialData_575203) | ​ | [Selected Financial Data](#Item6SelectedFinancialData_575203) | 56 |

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

debt to total assets or market value, as defined.

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 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.

2023 at our sole option, subject to our continued compliance with the terms thereof.

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

The Credit 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.

Under the Repurchase Program, Simon may repurchase the shares in the open market, or in privately negotiated transactions.

At December 31, 2020, we had remaining authority to repurchase $1.5 billion of common stock, which has subsequently expired.

| | ● | issued 475,183 units in the Operating Partnership in exchange for the remaining interest in a former joint venture property; |

| | ● | amended and extended the Supplemental Facility in February 2018 to further increase our borrowing capacity, extend its term and reduce its base interest rate; |

These properties contain an aggregate of approximately [removed: 179.9] [added: 175.3] million square feet of gross leasable area, or GLA.

Our [removed: 99] [added: 95] malls are generally enclosed centers and range in size from approximately 260,000 to 2.7 million square feet of GLA.

We also have interests in [removed: four] [added: six] lifestyle centers and [removed: 17] [added: 15] other retail properties.

The lifestyle centers range in size from 170,000 to [removed: 930,000] [added: 950,000] square feet of GLA.

The other retail properties range in size from approximately [removed: 160,000] [added: 200,000] to [removed: 1.7] [added: 1.6] million square feet of GLA and are considered non-core to our business model.

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 91.3%] [added: 93.4%] of the owned GLA in malls and Premium Outlets was leased and approximately [removed: 95.3%] [added: 97.6%] of the owned GLA for The Mills was leased.

We wholly own [removed: 133] [added: 131] of our properties, effectively control [removed: 11] [added: 10] properties in which we have a joint venture interest, and hold the remaining [removed: 59] [added: 58] properties through unconsolidated joint venture interests.

We are the managing or co-managing general partner or member of [removed: 199] [added: 190] 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: 2020.][added: 2021.]

| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | [removed: 78.2] [added: 81.8] | % | [removed: 473,874] [added: 473,672] | | Belk, JCPenney, AMC Cinemas |

| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 87.5] [added: 88.5] | % | [removed: 499,481] [added: 499,467] | | Macy's, Reliant Medical (15) |

| 3. | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | [removed: 91.9] [added: 95.5] | % | [removed: 2,126,428] [added: 2,125,689] | | Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres |

| 4. | Barton Creek Square | | TX | | Austin | | Fee | | 100.0 | % | Built 1981 | | [removed: 95.0] [added: 97.9] | % | [removed: 1,452,291] [added: 1,452,087] | | Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres |

| 5. | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | 100.0 | % | Built 1970 | | [removed: 92.1] [added: 93.1] | % | [removed: 1,203,129] [added: 1,207,129] | | Macy's, Dillard's (8), JCPenney |

| 6. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | [removed: 94.5] [added: 97.0] | % | [removed: 682,401] [added: 691,143] | | Kohl's, Marcus Cinema 16, Dave & [removed: Buster's (6),] [added: Buster's,] Steinhafel Furniture (6) |

| 7. | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 90.6] [added: 94.1] | % | [removed: 1,281,891] [added: 1,281,795] | | Nordstrom, Macy's (8), [removed: JCPenney, LifeTime (6)] [added: JCPenney] |

| 8. | Briarwood Mall | | MI | | Ann Arbor | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 82.0] [added: 83.1] | % | [removed: 977,986] [added: 978,053] | | 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: 87.6] [added: 93.4] | % | [removed: 476,247] [added: 475,606] | | Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15), [removed: La Centrale] [added: Luna Park] |

| 10. | Broadway Square | | TX | | Tyler | | Fee | | 100.0 | % | Acquired 1994 | | [removed: 96.3] [added: 100.0] | % | [removed: 604,726] [added: 608,739] | | Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods, Party City |

| 11. | Burlington Mall | | MA | | Burlington (Boston) | | Fee and Ground Lease (2026) (7) | | 100.0 | % | Acquired 1998 | | [removed: 91.5] [added: 94.6] | % | [removed: 1,183,394] [added: 1,209,347] | | Macy's, 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: 85.6] [added: 87.1] | % | [removed: 709,052] [added: 712,338] | | Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting Goods, Planet Fitness |

| 13. | Castleton Square | | IN | | Indianapolis | | Fee | | 100.0 | % | Built 1972 | | [removed: 95.5] [added: 93.7] | % | [removed: 1,384,538] [added: 1,384,395] | | 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: 98.5] [added: 99.8] | % | [removed: 1,244,342] [added: 1,244,987] | | Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres |

| 15. | Coconut Point | | FL | | Estero | | Fee | | 50.0 | % (4) | Built 2006 | | [removed: 82.7] [added: 85.9] | % | [removed: 1,205,043] [added: 1,197,444] | | Dillard's, Barnes & Noble, [removed: Bed Bath & Beyond (13),] Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Total Wine & More, [removed: Tuesday Morning,] JoAnn Fabrics, [added: Christmas Tree Shops (6), Home Centric (6),] 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: 85.0] [added: 79.2] | % | 609,768 | | [removed: Macy's (13),] Target, Dick's Sporting Goods, Bed Bath & Beyond, [removed: Ulta,] Fresh Thyme |

| 17. | Columbia Center | | WA | | Kennewick | | Fee | | 100.0 | % | Acquired 1987 | | [removed: 85.6] [added: 92.5] | % | [removed: 815,026] [added: 733,755] | | 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: 95.4] [added: 90.1] | % | [removed: 1,263,379] [added: 1,263,627] | | Neiman Marcus, 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: 89.7] [added: 91.4] | % | [removed: 943,878] [added: 944,159] | | Macy's (8), JCPenney, Kohl's |

| 20. | Cordova Mall | | FL | | Pensacola | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 92.7] [added: 95.7] | % | [removed: 926,430] [added: 925,518] | | Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods |

| 21. | Dadeland Mall | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 1997 | | [removed: 98.4] [added: 96.7] | % | [removed: 1,499,420] [added: 1,514,626] | | Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel by Marriott [removed: (6)] |

| 22. | Del Amo Fashion Center | | CA | | Torrance (Los Angeles) | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 86.6] [added: 93.9] | % | [removed: 2,519,111] [added: 2,519,601] | | Nordstrom, Macy's (8), JCPenney, Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace |

| 23. | Domain, The | | TX | | Austin | | Fee | | 100.0 | % | Built 2006 | | [removed: 90.5] [added: 94.0] | % | [removed: 1,236,690] [added: 1,234,766] | | Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16) |

| 24. | Empire Mall | | SD | | Sioux Falls | | Fee and Ground Lease (2033) (7) | | 100.0 | % | Acquired 1998 | | [removed: 86.0] [added: 87.3] | % | [removed: 1,124,686] [added: 1,027,280] | | Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods |

| 25. | Falls, The | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 89.4] [added: 98.2] | % | [removed: 708,956] [added: 709,540] | | Macy's, Regal Cinema, The Fresh Market, LifeTime Athletic (6) |

| 26. | Fashion Centre at Pentagon City, The | | VA | | Arlington (Washington, DC) | | Fee | | 42.5 | % (4) | Built 1989 | | [removed: 87.4] [added: 95.7] | % | [removed: 1,037,237] [added: 1,037,175] | | Nordstrom, Macy's, The Ritz-Carlton (15) |

| 27. | Fashion Mall at Keystone, The | | IN | | Indianapolis | | Fee and Ground Lease (2067) (7) | | 100.0 | % | Acquired 1997 | | [removed: 92.0] [added: 93.6] | % | [removed: 716,466] [added: 716,744] | | Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15) |

| 28. | Fashion Valley | | CA | | San Diego | | Fee | | 50.0 | % (4) | Acquired 2001 | | [removed: 96.1] [added: 98.0] | % | [removed: 1,731,260] [added: 1,728,009] | | Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever 21, The Container Store |

| 29. | Firewheel Town Center | | TX | | Garland (Dallas) | | Fee | | 100.0 | % | Built 2005 | | [removed: 89.9] [added: 89.4] | % | [removed: 996,273] [added: 996,245] | | Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, Fairfield Inn by Marriott (14), (16) |

| 30. | Florida Mall, The | | FL | | Orlando | | Fee | | 50.0 | % (4) | Built 1986 | | [removed: 92.5] [added: 96.8] | % | [removed: 1,725,099] [added: 1,724,998] | | 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) |

| 31. | Forum Shops at Caesars Palace, The | | NV | | Las Vegas | | Ground Lease (2050) | | 100.0 | % | Built 1992 | | [removed: 96.8] [added: 96.2] | % | [removed: 660,240] [added: 659,765] | | Caesars Palace Las Vegas Hotel and Casino (15) |

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

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| 94. | Woodfield Mall | | IL | | Schaumburg (Chicago) | | Fee | | 50.0 | % (4) | Acquired 2012 | | 93.0 | % | 2,154,014 | | Nordstrom, Macy's, JCPenney, Enterrium, Peppa Pig World of Play |

| ​ | Total Mall GLA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 108,070,914 | (18) | ​ |

| 3. | Liberty Tree Mall | | MA | | Danvers (Boston) | | Fee | | 49.1 | % (4) | Acquired 1999 | | 78.7 | % | 860,222 | | Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More |

| 1 - 13. | Other Properties | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 9,423,545 | | ​ |

| 14 - 15. | TMLP | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Acquired 2007 | | ​ | ​ | 2,782,207 | | ​ |

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Ownership Interest | ​ | ​ | ​ | Year Built | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | (Expiration if | ​ | Legal | ​ | or | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | Domestic Taubman | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 1. | Beverly Center | | CA | | Los Angeles | | Ground Lease (2054) | | 80.0 | % (4) | Acquired 2020 | | 91.9 | % | 779,000 | | Bloomingdale's, Macy's |

| 2. | Cherry Creek Shopping Center | | CO | | Denver | | Ground Lease (2083) | | 40.0 | % (4) | Acquired 2020 | | 97.1 | % | 1,037,000 | | Macy's, Neiman Marcus, Nordstrom |

| 3. | City Creek Center | | UT | | Salt Lake City | | Ground Lease (2082) | | 80.0 | % (4) | Acquired 2020 | | 99.8 | % | 623,000 | | Macy's, Nordstrom |

| 4. | Country Club Plaza | | MO | | Kansas City | | Fee | | 40.0 | % (4) | Acquired 2020 | | 81.6 | % | 965,000 | | Barnes & Noble, Brio Italian, Banana Republic |

| 5. | Dolphin Mall | | FL | | Miami | | Fee | | 80.0 | % (4) | Acquired 2020 | | 99.1 | % | 1,436,000 | | Bass Pro Shops, Cobb Theatres, Burlington, Dave & Busters |

| 6. | Fair Oaks Mall | | VA | | Fairfax | | Fee | | 40.0 | % (4) | Acquired 2020 | | 90.4 | % | 1,559,000 | | JC Penney, Macy's (8), Dicks Sporting Goods |

| 7. | Gardens Mall, The | | FL | | Palm Beach Gardens | | Fee | | 38.8 | % (4) | Acquired 2020 | | 92.6 | % | 1,383,000 | | Bloomingdale's, Macy's, Nordstrom, Saks Fifth Avenue, Sears |

| 8. | Gardens on El Paseo, The | | CA | | Palm Desert | | Fee | | 80.0 | % (4) | Acquired 2020 | | 98.9 | % | 237,000 | | Saks Fifth Avenue |

| 9. | Great Lakes Crossing Outlets | | MI | | Auburn Hills | | Fee | | 80.0 | % (4) | Acquired 2020 | | 93.6 | % | 1,356,000 | | AMC Theatre, Bass Pro Shops, Burlington, Round 1, Nordstrom Rack |

| 10. | International Market Place | | HI | | Waikiki (Honolulu) | | Ground Lease (2091) | | 74.8 | % (4) | Acquired 2020 | | 88.3 | % | 340,000 | | Saks Fifth Avenue |

| 11. | International Plaza | | FL | | Tampa | | Ground Lease (2080) | | 40.1 | % (4) | Acquired 2020 | | 97.8 | % | 1,178,000 | | Dillard's, Neiman Marcus, Nordstrom, LifeTime Fitness |

| 12. | Mall at Green Hills, The | | TN | | Nashville | | Fee | | 80.0 | % (4) | Acquired 2020 | | 93.3 | % | 1,034,000 | | Dillard's, Macy's, Nordstrom |

| 13. | Mall at Millenia, The | | FL | | Orlando | | Fee | | 40.0 | % (4) | Acquired 2020 | | 95 | % | 1,114,000 | | Bloomingdale's, Macy's, Neiman Marcus |

| 14. | Mall at Short Hills, The | | NJ | | Short Hills | | Fee | | 80.0 | % (4) | Acquired 2020 | | 98.2 | % | 1,408,000 | | Bloomingdale's, Macy's, Neiman Marcus, Nordstrom, Industrious |

| 15. | Mall at University Town Center, The | | FL | | Sarasota | | Fee | | 40.0 | % (4) | Acquired 2020 | | 98.8 | % | 866,000 | | Dillard's, Macy's, Saks Fifth Avenue |

| 16. | Mall of San Juan, The | | PR | | San Juan | | Fee | | 76.0 | % (4) | Acquired 2020 | | 89.4 | % | 626,000 | | H&M, Zara, Pottery Barn, Urban Outfitters, Anthropologie |

| 17. | Sunvalley | | CA | | Concord | | Ground Lease (2061) | | 40.0 | % (4) | Acquired 2020 | | 97.9 | % | 1,324,000 | | JC Penney, Macy's (8), Sears |

| 18. | Twelve Oaks Mall | | MI | | Novi | | Fee | | 80.0 | % (4) | Acquired 2020 | | 95.3 | % | 1,522,000 | | JC Penney, Macy's, Nordstrom |

| 19. | Waterside Shops | | FL | | Naples | | Fee | | 40.0 | % (4) | Acquired 2020 | | 94.3 | % | 336,000 | | Saks Fifth Avenue |

| 20. | Westfarms | | CT | | West Hartford | | Fee | | 63.2 | % (4) | Acquired 2020 | | 94.6 | % | 1,266,000 | | JC Penney, Macy's (8), Nordstrom |

| ​ | Total Domestic Taubman Properties GLA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 20,389,000 | ​ | ​ |

U.S. Properties

| (18) | GLA includes office space. |

| Month to Month Leases | ​ | 555 | ​ | 1,782,236 | ​ | $ | 55.85 | | ​ | 1.9 | | | % |

| 2022 | ​ | 2,832 | ​ | 10,341,505 | ​ | $ | 50.49 | | ​ | 9.6 | | | % |

These properties are excluded from the following table.

| 35. | Ingram Park Mall | | TX | | San Antonio | | Fee | | 100.0 | % | Built 1979 | | 91.7 | % | 1,125,358 | | Dillard's, Macy's, JCPenney |

| 51. | Montgomery Mall | | PA | | North Wales (Philadelphia) | | Fee | | 79.4 | % | Acquired 2003 | | 73.5 | % | 1,102,298 | | Macy's, JCPenney, Dick's Sporting Goods, Wegmans |

| 75. | Solomon Pond Mall | | MA | | Marlborough (Boston) | | Fee | | 56.4 | % (4) | Acquired 1999 | | 79.6 | % | 886,397 | | Macy's, JCPenney, Sears, Regal Cinema |

| 98. | Woodfield Mall | | IL | | Schaumburg (Chicago) | | Fee | | 50.0 | % (4) | Acquired 2012 | | 91.2 | % | 2,155,042 | | Nordstrom, Macy's, JCPenney, Sears, Arhaus Furniture, PAC-MAN Entertainment |

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

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

| 16 - 17. | TMLP | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Acquired 2007 | | ​ | ​ | 2,913,461 | | ​ |

| --- | --- |

| (18) | GLA includes office space. Centers with more than 75,000 square feet of office space are listed below: |

| | |

| Circle Centre - 104,944 sq. ft. | ​ |

| Copley Place - 893,439 sq. ft. | |

| Domain, The - 156,240 sq. ft. | |

| Fashion Centre at Pentagon City, The - 169,089 sq. ft. | |

| Oxford Valley Mall - 139,701 sq. ft. | ​ |

| Shops at Clearfork, The - 146,571 sq. ft. | ​ |

| Southdale Center - 102,400 sq. ft. | ​ |

| 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 | | | % |

| Specialty Leasing Agreements w/ terms in excess of 12 months | ​ | 1,865 | ​ | 4,898,558 | ​ | $ | 16.47 | | ​ | 1.6 | | | % |

| 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 | | | % |

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

| 2027 | ​ | 6 | ​ | 920,224 | ​ | $ | 4.16 | | ​ | 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 | | | % |

The number of holders of record of common stock outstanding was [removed: 1,140] [added: 1,102] as of January 31, [removed: 2021.][added: 2022.]

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

Common stock cash dividends [added: paid] during [removed: 2019] [added: 2021] aggregated [removed: $8.30] [added: $7.15] per share.

On [removed: December 15, 2020,] [added: February 7, 2022,] Simon’s Board of Directors declared a quarterly cash dividend for the [removed: fourth] [added: first] quarter of [removed: 2020] [added: 2022] of [removed: $1.30] [added: $1.65] per share, payable on [removed: January 22, 2021] [added: March 31, 2022] to shareholders of record on [removed: December 24, 2020.][added: March 10, 2022.]

The number of holders of record of units was [removed: 222] [added: 228] as of January 31, [removed: 2021.][added: 2022.]

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

Distributions during [removed: 2019] [added: 2021] aggregated [removed: $8.30] [added: $7.15] per unit.

On [removed: December 15, 2020,] [added: February 7, 2022,] Simon’s Board of Directors declared a quarterly cash distribution for the [removed: fourth] [added: first] quarter of [removed: 2020] [added: 2022] of [removed: $1.30] [added: $1.65] per unit, payable on [removed: January 22, 2021] [added: March 31, 2022] to unitholders of record on [removed: December 24, 2020.][added: March 10, 2022.]

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, 2021.

There were no unregistered purchases of equity securities made by Simon during the quarter ended December 31, 2021.

adjustments.

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, 2021.

During the quarter ended December 31, 2021, the Operating Partnership redeemed 15,219 units from five limited partners for $2.2 million in cash.

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.

None.

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.

The following tables set forth selected financial data.

The selected financial data should be read in conjunction with the financial statements and notes thereto and with Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Other data we believe is important in understanding trends in our business is also included in the tables.

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

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

| ​ | ​ | As of or for the Year Ended December 31 | | | | | | | | | | | | | |

| ​ | | 2020 | | | 2019 (1) | | | 2018 | | | 2017 (2) | | | 2016 (3) | |

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

| ​ | ​ | (in thousands, except per share data) | | | | | | | | | | | | | |

| OPERATING DATA: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Total consolidated revenue (4) | ​ | $ | 4,607,503 | ​ | $ | 5,755,189 | ​ | $ | 5,645,288 | ​ | $ | 5,527,336 | ​ | $ | 5,427,910 |

| Consolidated net income | ​ | | 1,277,324 | ​ | | 2,423,188 | ​ | | 2,822,343 | ​ | | 2,244,903 | ​ | | 2,134,706 |

| Net income attributable to common stockholders - SPG Inc. | ​ | ​ | 1,109,227 | ​ | ​ | 2,098,247 | ​ | ​ | 2,436,721 | ​ | ​ | 1,944,625 | ​ | ​ | 1,835,559 |

| Net income attributable to unitholders - SPG L.P. | ​ | ​ | 1,276,450 | ​ | ​ | 2,416,945 | ​ | ​ | 2,805,764 | ​ | ​ | 2,239,638 | ​ | ​ | 2,122,236 |

| BASIC AND DILUTED EARNINGS PER SHARE/UNIT: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Net income attributable to common stockholders | ​ | $ | 3.59 | ​ | $ | 6.81 | ​ | $ | 7.87 | ​ | $ | 6.24 | ​ | $ | 5.87 |

| Basic weighted average shares outstanding | ​ | | 308,738 | ​ | | 307,950 | ​ | | 309,627 | ​ | | 311,517 | ​ | | 312,691 |

| Diluted weighted average shares outstanding | ​ | | 308,738 | ​ | | 307,950 | ​ | | 309,627 | ​ | | 311,517 | ​ | | 312,691 |

| Dividends per share (5) | ​ | $ | 6.00 | ​ | $ | 8.30 | ​ | $ | 7.90 | ​ | $ | 7.15 | ​ | $ | 6.50 |

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

| Net income attributable to unitholders | ​ | $ | 3.59 | ​ | $ | 6.81 | ​ | $ | 7.87 | ​ | $ | 6.24 | ​ | $ | 5.87 |

| Basic weighted average units outstanding | ​ | | 355,282 | ​ | | 354,724 | ​ | | 356,520 | ​ | | 358,777 | ​ | | 361,527 |

| Diluted weighted average units outstanding | ​ | | 355,282 | ​ | | 354,724 | ​ | | 356,520 | ​ | | 358,777 | ​ | | 361,527 |

| Distributions per unit (5) | ​ | $ | 6.00 | ​ | $ | 8.30 | ​ | $ | 7.90 | ​ | $ | 7.15 | ​ | $ | 6.50 |

| BALANCE SHEET DATA: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Cash and cash equivalents | ​ | $ | 1,011,613 | ​ | $ | 669,373 | ​ | $ | 514,335 | ​ | $ | 1,482,309 | ​ | $ | 560,059 |

| Total assets (6) | ​ | | 34,786,846 | ​ | | 31,231,630 | ​ | | 30,686,223 | ​ | | 32,257,638 | ​ | | 31,103,578 |

| Mortgages and other indebtedness | ​ | | 26,723,361 | ​ | | 24,163,230 | ​ | | 23,305,535 | ​ | | 24,632,463 | ​ | | 22,977,104 |

| Total equity | ​ | | 3,472,346 | ​ | | 2,911,250 | ​ | | 3,796,956 | ​ | | 4,238,764 | ​ | | 4,959,912 |

| OTHER DATA: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Cash flow provided by (used in): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Operating activities | ​ | $ | 2,326,698 | ​ | $ | 3,807,831 | ​ | $ | 3,750,796 | ​ | $ | 3,593,788 | ​ | $ | 3,372,694 |

| Investing activities | ​ | | (3,978,398) | ​ | | (1,076,707) | ​ | | (236,506) | ​ | | (761,467) | ​ | | (969,026) |

| Financing activities | ​ | | 1,993,940 | ​ | | (2,576,086) | ​ | | (4,482,264) | ​ | | (1,910,071) | ​ | | (2,544,743) |

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

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

| Dilutive FFO allocable to common stockholders | ​ | $ | 2,812,900 | ​ | $ | 3,708,929 | ​ | $ | 3,755,784 | ​ | $ | 3,490,910 | ​ | $ | 3,280,590 |

| Diluted FFO per share | ​ | $ | 9.11 | ​ | $ | 12.04 | ​ | $ | 12.13 | ​ | $ | 11.21 | ​ | $ | 10.49 |

| (1) | During the year ended December 31, 2019, we recorded a $116.3 million loss on extinguishment of debt associated with the early redemption of a series of senior unsecured notes, reducing diluted earnings per share/unit and diluted FFO per share by $0.33. |

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 25, 2021,] [added: 24, 2022,] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 25, 2021] [added: 24, 2022] | ​ |

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 25, 2021,] [added: 24, 2022,] expressed an unqualified opinion thereon.

| *​* | ​ | [added: |] Evaluation of Investment Properties for Impairment | [added: |]

| _Description of the Matter_ | ​ | At December 31, [removed: 2020,] [added: 2021,] the Company’s consolidated net investment properties totaled [removed: $23.2] [added: $22.3] billion. In addition, a significant number of the Company’s investments in unconsolidated entities and its [removed: investment] [added: investments] in Klépierre [added: and TRG] 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 [added: or economic conditions, demand, and competition.] |

| [removed: _How] [added: How] We Addressed the Matter in Our [removed: Audit_] [added: 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 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. [removed: ​] |

| _Description of the Matter_ | ​ | At December 31, [removed: 2020,] [added: 2021,] the carrying value of the Company’s investments in unconsolidated entities and its [removed: investment] [added: investments] in Klépierre [added: and TRG] totaled [removed: $4.3] [added: $8.0] 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 [removed: income,] [added: income before depreciation and amortization,] estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. ​ Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of [removed: each] [added: the] investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. ​ |

| _How We Addressed the Matter in Our Audit_ | [added: | |] ​ | | [added: | | |] We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the [removed: Company’s] [added: 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 [removed: Company’s] [added: 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. ​ | | [added: |]

| [removed: *​* |] [added: Tenant receivables and accrued revenue, net] | ​ | | [removed: Evaluation of Collectability of Tenant Receivables and Accrued Revenue] [added: 919,654 |] ​ | [added: | 1,236,734 | ​ |]

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 25, 2021,] [added: 24, 2022,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 25, 2021,] [added: 24, 2022,] expressed an unqualified opinion thereon.

| *​* | | [added: |] ​ | | [added: | | |] Evaluation of Investment Properties for Impairment [removed: ​] | [added: | |]

| _Description of the Matter_ | | [added: |] ​ | | [added: | | |] At December 31, [removed: 2020,] [added: 2021,] the Partnership’s consolidated net investment properties totaled [removed: $23.2] [added: $22.3] billion. In addition, a significant number of the Partnership’s investments in unconsolidated entities and its [removed: investment] [added: investments] in Klépierre [added: and TRG] hold investment properties. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. ​ Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant [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.] | [added: | |]

| _How We Addressed the Matter in Our Audit_ | | [added: |] ​ | | [added: | | |] 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. ​ | [added: | |]

| *​* | | [added: |] ​ | | [added: | | |] Evaluation of Investments in Unconsolidated Entities for Impairment | [added: | |]

| _Description of the Matter_ | | [added: |] ​ | | [added: | | |] At December 31, [removed: 2020,] [added: 2021,] the carrying value of the Partnership’s investments in unconsolidated entities and its [removed: investment] [added: investments] in Klépierre [added: and TRG] totaled [removed: $4.3] [added: $8.0] 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 [removed: income,] [added: income before depreciation and amortization,] estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. ​ Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of [removed: each] [added: the] investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. [removed: ​] | [added: | |]

| _How We Addressed the Matter in Our Audit_ | [removed: |] ​ | [removed: |] We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the [removed: Partnership’s] [added: 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 [removed: Partnership’s] [added: 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 [added: 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] |

| | | [removed: | | assumptions. In addition, we compared] the [removed: forecasted cash flows and operating income before depreciation and amortization to] historical [removed: 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. [removed: ​] |

| [removed: *​*] [added: Tenant receivables and accrued revenue, net] | ​ | | [removed: Evaluation of Collectability of Tenant Receivables and Accrued Revenue] [added: 919,654 |] ​ | | [added: 1,236,734 | ​ |]

| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February [removed: 25, 2021] [added: 24, 2022] | ​ |

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

| ​ | [removed: ​] | [added: 2021 | | |] 2020 | | [removed: ​] | 2019 | | |

| Investment properties, at cost | ​ | $ | [removed: 38,050,196] [added: 37,932,366] | ​ | $ | [removed: 37,804,495] [added: 38,050,196] | ​ |

| Less - accumulated depreciation | ​ | | [removed: 14,891,937] [added: 15,621,127] | ​ | | [removed: 13,905,776] [added: 14,891,937] | ​ |

| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, beginning of period] | ​ | | 1,011,613 | ​ | | 669,373 | ​ | [added: | 514,335 | ​ |]

| Tenant receivables and accrued revenue, net | ​ | | [removed: 1,236,734] [added: 591,369] | ​ | | [removed: 832,151] [added: 749,231] | ​ |

| Investment in [added: other] unconsolidated entities, at equity | ​ | [added: ​] | [removed: 2,603,571] [added: 3,075,375] | ​ | [added: ​] | [removed: 2,371,053] [added: 2,603,571] | ​ |

| Investment in Klépierre, at equity | ​ | | [removed: 1,729,690] [added: 1,661,943] | ​ | | [removed: 1,731,649] [added: 1,729,690] | ​ |

| Investment in TRG, at equity | ​ | [removed: ​] | [removed: 3,451,897] [added: 3,305,102] | ​ | [removed: ​] | [removed: —] [added: 3,451,897] | ​ |

| Right-of-use assets, net | ​ | ​ | [removed: 512,914] [added: 504,119] | ​ | ​ | [removed: 514,660] [added: 512,914] | ​ |

| Deferred costs and other assets | ​ | | [removed: 1,082,168] [added: 1,121,011] | ​ | | [removed: 1,214,025] [added: 1,082,168] | ​ |

| Total assets | ​ | $ | [removed: 34,786,846] [added: 33,777,379] | ​ | $ | [removed: 31,231,630] [added: 34,786,846] | ​ |

| ​ | ​ | | | |

| *​* | | ​ | | Purchase Accounting for the Investment in Taubman Realty Group |

| _Description of the Matter_ | | ​ | | On December 29, 2020, the Company completed its acquisition of an 80% non-controlling ownership interest in Taubman Realty Group (TRG) for consideration of $3.1 billion, as described in Note 6 of the consolidated financial statements. The Company allocates any excess investment in unconsolidated entities to the various components of an acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions, as described in Note 3 of the consolidated financial statements. The components typically include buildings, land and intangibles related to in-place leases. ​ Auditing management’s purchase accounting for the Company’s acquisition of an equity method interest in TRG is complex due to the judgmental nature of numerous assumptions made by management when determining the estimated fair value of the various components of the acquisition. In particular, the acquisition purchase accounting was sensitive to significant assumptions including, but not limited to, forecasted cash flows and operating income before depreciation and amortization, capitalization rates and comparable market values for land. |

| _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 purchase accounting for the investment in TRG, including controls over management’s review of the assumptions described above. ​ To test the Company’s purchase accounting for the investment in TRG, we performed audit procedures that included, among others, assessing the methodologies used in the valuation models, evaluating the assumptions used by management in its allocation of the purchase price to the various components of excess investment, and testing the completeness and accuracy of the underlying data supporting the assumptions. We compared significant assumptions used to external market data to assess whether the assumptions were market supported. We involved our valuation specialists to assist in the assessment of the methodology utilized by the Company and to test certain of the assumptions including capitalization rates and the valuation of land. We also compared the forecasted cash flows and operating income before depreciation and amortization used in the valuations to historical actual results and market-supported data, evaluated significant variances, including consideration of the current economic environment, and performed certain sensitivity analyses to evaluate the impact on the purchase accounting allocations. We also tested the completeness and accuracy of the underlying data included in the valuation models. |

| *​* | ​ | | ​ ​ | |

| *​* | ​ | ​ ​ |

| *​* | ​ | ​ ​ |

| Indianapolis, Indiana February 24, 2022 | ​ |

| Indianapolis, Indiana February 24, 2022 | ​ |

| ​ | | | ​ | | | | | ​ ​ | | |

| *​* | | | | | ​ | | | | | Purchase Accounting for the Investment in Taubman Realty Group |

| _Description of the Matter_ | | | | | ​ | | | | | On December 29, 2020, the Partnership completed its acquisition of an 80% non-controlling ownership interest in Taubman Realty Group (TRG) for consideration of $3.1 billion, as described in Note 6 of the consolidated financial statements. The Partnership allocates any excess investment in unconsolidated entities to the various components of an acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions, as described in Note 3 of the consolidated financial statements. The components typically include buildings, land and intangibles related to in-place leases. ​ Auditing management’s purchase accounting for the Partnership’s acquisition of an equity method interest in TRG is complex due to the judgmental nature of numerous assumptions made by management when determining the estimated fair value of the various components of the acquisition. In particular, the acquisition purchase accounting was sensitive to significant assumptions including, |

| | | | | | | | | | | but not limited to, forecasted cash flows and operating income before depreciation and amortization, capitalization rates and comparable market values for land. |

| _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 purchase accounting for the investment in TRG, including controls over management’s review of the assumptions described above. ​ To test the Partnership’s purchase accounting for the investment in TRG, we performed audit procedures that included, among others, assessing the methodologies used in the valuation models, evaluating the assumptions used by management in its allocation of the purchase price to the various components of excess investment, and testing the completeness and accuracy of the underlying data supporting the assumptions. We compared significant assumptions used to external market data to assess whether the assumptions were market supported. We involved our valuation specialists to assist in the assessment of the methodology utilized by the Partnership and to test certain of the assumptions including capitalization rates and the valuation of land. We also compared the forecasted cash flows and operating income before depreciation and amortization used in the valuations to historical actual results and market-supported data, evaluated significant variances, including consideration of the current economic environment, and performed certain sensitivity analyses to evaluate the impact on the purchase accounting allocations. We also tested the completeness and accuracy of the underlying data included in the valuation models. | |

| *​* | ​ | | | | | ​ ​ | | | | |

| *​* | ​ | | | | | ​ ​ | | | | |

| *​* | ​ | | | | | ​ ​ | | | | |

| ​ | | ​ | | | | | ​ ​ | | | |

| ​ | ​ | 2021 | | ​ | 2020 | | |

| ​ | ​ | | 22,311,239 | ​ | | 23,158,259 | ​ |

| Cash and cash equivalents | ​ | | 533,936 | ​ | | 1,011,613 | ​ |

| Investments held in trust - special purpose acquisition company | ​ | ​ | 345,000 | ​ | ​ | — | ​ |

| Other | ​ | | 140,518 | ​ | | 137,679 | ​ | | 104,942 | ​ |

| Total operating expenses | ​ | | 2,703,599 | ​ | | 2,635,694 | ​ | | 2,842,402 | ​ |

| Gain on sale or exchange of equity interests (Note 6) | ​ | ​ | 178,672 | ​ | ​ | — | ​ | ​ | — | ​ |

| Gain on sale or exchange of equity interests | ​ | ​ | (178,672) | ​ | ​ | — | ​ | ​ | — | ​ |

| Proceeds from the special purpose acquisition company IPO, net of transaction costs | ​ | ​ | 338,121 | ​ | ​ | — | ​ | ​ | — | ​ |

| Establishment of trust account for special purpose acquisition company | ​ | | (345,000) | ​ | | — | ​ | | — | ​ |

| Redemption of limited partner units (15,705 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2,061) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (159) | ​ | ​ | (2,220) | ​ |

| Issuance of unit equivalents and other (20,374 common shares repurchased) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 5,760 | ​ | ​ | (44,319) | ​ | ​ | (2,318) | ​ | ​ | 18,494 | ​ | ​ | (22,383) | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (33,932) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4,840) | ​ | ​ | (38,772) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3,489 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 554 | ​ | ​ | 4,043 | ​ |

| Balance at December 31, 2021 | ​ | $ | 41,763 | ​ | $ | 34 | ​ | $ | (185,186) | ​ | $ | 11,212,990 | ​ | $ | (5,823,708) | ​ | $ | (1,884,441) | ​ | $ | 491,533 | ​ | $ | 3,852,985 | ​ |

| ​ | ​ | 2021 | | ​ | 2020 | | |

| ​ | ​ | | 22,311,239 | ​ | | 23,158,259 | ​ |

| Cash and cash equivalents | ​ | | 533,936 | ​ | | 1,011,613 | ​ |

| Investment in TRG, at equity | ​ | | 3,305,102 | ​ | | 3,451,897 | ​ |

| Investment in Klépierre, at equity | ​ | | 1,661,943 | ​ | | 1,729,690 | ​ |

| Investment in other unconsolidated entities, at equity | ​ | ​ | 3,075,375 | ​ | ​ | 2,603,571 | ​ |

| Right-of-use assets, net | ​ | ​ | 504,119 | ​ | ​ | 512,914 | ​ |

| ​ | ​ | |

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

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

| _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. |

| ​ | | ​ | | ​ ​ |

| | | | | 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. ​ |

| ​ | ​ | | ​ ​ | |

| _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. | |

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

| Other | ​ | | 137,679 | ​ | | 109,898 | ​ | | 94,110 | ​ |

| Total operating expenses | ​ | | 2,635,694 | ​ | | 2,847,358 | ​ | | 2,718,989 | ​ |

| Gain on interest in unconsolidated entity (Note 6) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (35,621) | ​ |

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

| Issuance of limited partner units (475,183 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 84,103 | ​ | ​ | 84,103 | ​ |

| Redemption of limited partner units (454,704 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (76,555) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4,951) | ​ | | (81,506) | ​ |

| Treasury stock purchase (2,275,194 shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (354,108) | ​ | ​ | ​ | ​ | ​ | (354,108) | ​ |

| Cumulative effect of accounting change | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,264 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,264 | ​ |

| Issuance of unit equivalents and other (18,680 common shares repurchased) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,602 | ​ | ​ | (109,147) | ​ | ​ | (2,911) | ​ | ​ | (2,510) | ​ | ​ | (112,966) | ​ |

| Unrealized loss on hedging activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 18,781 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,852 | ​ | ​ | 21,633 | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (40,766) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (6,271) | ​ | ​ | (47,037) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (15,564) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2,447) | ​ | | (18,011) | ​ |

Simon Property Group, L.P.

| Other | ​ | | 137,679 | ​ | | 109,898 | ​ | | 94,110 | ​ |

| Total operating expenses | ​ | | 2,635,694 | ​ | | 2,847,358 | ​ | | 2,718,989 | ​ |

| Gain on interest in unconsolidated entity (Note 6) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (35,621) | ​ |

| CASH AND CASH EQUIVALENTS, beginning of period | ​ | | 669,373 | ​ | | 514,335 | ​ | | 1,482,309 | ​ |

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

| Issuance of limited partner units (475,183 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 84,103 | ​ | ​ | ​ | ​ | ​ | 84,103 | ​ |

| Redemption of limited partner units (454,704 units) | ​ | ​ | ​ | ​ | ​ | (76,555) | ​ | ​ | (4,951) | ​ | ​ | ​ | ​ | ​ | (81,506) | ​ |

| Treasury unit purchase (2,275,194 units) | ​ | ​ | ​ | ​ | ​ | (354,108) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (354,108) | ​ |

| Cumulative effect of accounting change | ​ | ​ | ​ | ​ | ​ | 7,264 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,264 | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | (40,766) | ​ | ​ | (6,271) | ​ | ​ | ​ | ​ | ​ | (47,037) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | (15,564) | ​ | ​ | (2,447) | ​ | ​ | ​ | ​ | ​ | (18,011) | ​ |

| Distributions, excluding distributions on preferred interests classified as temporary equity | ​ | ​ | (3,337) | ​ | ​ | (2,445,734) | ​ | ​ | (370,656) | ​ | ​ | (1,741) | ​ | ​ | (2,821,468) | ​ |

Notes to Consolidated Financial Statements

1.

We account for the remaining 84 properties, or the joint venture properties, as well as our investments in Klépierre, HBS Global Properties, or HBS, and TRG, and our retailer investments in Authentic Brands Group LLC, or ABG, Forever 21, J.C. Penney, Rue Gilt Groupe, or RGG, and SPARC Group, formerly known as Aéropostale, using the equity method of accounting, as we have determined we have significant influence over their operations.

Non-cash mark-to-market adjustments related to an investment we hold in units of a publicly traded real estate investment trust are included in unrealized losses in fair value of equity instruments in our consolidated statements of operations and comprehensive income.

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: 2020.][added: 2021.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2020.][added: 2021.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

Part III

Not Applicable.

Part III

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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 Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services.

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively:

| Audit Fees (1) | ​ | $ | [removed: 4,707,000] [added: 5,444,000] | ​ | $ | [removed: 4,230,000] [added: 4,707,000] |

| Audit Related Fees (2) | ​ | | [removed: 5,068,000] [added: 4,890,000] | ​ | | [removed: 4,835,000] [added: 5,068,000] |

| Tax Fees (3) | ​ | | [removed: 359,000] [added: 276,000] | ​ | | [removed: 266,000] [added: 359,000] |

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

| (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 entities and our consolidated non-managed entities. Our share of these Audit-Related Fees was approximately [removed: 60%] [added: 57%] and [removed: 59%] [added: 60%] for the years ended [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively. |

| (3) | Tax Fees include fees for international and other tax consulting services, tax due [removed: dilligence] [added: diligence] and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services. Our share of these Tax Fees was approximately [removed: 81%] [added: 71%] and [removed: 65%] [added: 81%] for [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively. |

| ​ | ​ | 2021 | | | 2020 | |

| ​ | ​ | ​ | 2020 | | ​ | 2019 |

| ​ | ​ | [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublic_8386) | [removed: 79] [added: 78] |

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, Inc. [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ConsolidatedBalanceSheets_715324)] [added: 2020](#ConsolidatedBalanceSheets_715324)] | 87 |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#StatementsofOperationsandComprehensive_2)] [added: 2019](#StatementsofOperationsandComprehensive_2)] | 88 |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#CashFlows_364864)] [added: 2019](#CashFlows_364864)] | 89 |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#Equity_75278)] [added: 2019](#Equity_75278)] | 90 |

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, L.P. [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#ConsolidatedBalanceSheets_873302)] [added: 2020](#ConsolidatedBalanceSheets_873302)] | 92 |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofOperations_36940)] [added: 2019](#ConsolidatedStatementsofOperations_36940)] | 93 |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofCashFlows_576011)] [added: 2019](#ConsolidatedStatementsofCashFlows_576011)] | 94 |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ConsolidatedStatementsofEquity_561160)] [added: 2019](#ConsolidatedStatementsofEquity_561160)] | 95 |

| ​ | ​ | [Simon Property Group, Inc. and Simon Property Group, L.P. Schedule III — Schedule of Real Estate and Accumulated Depreciation](#SCHEDULEIII_984064) | [removed: 148] [added: 147] |

| ​ | ​ | [Notes to Schedule III](#Notes_to_ScheduleIII) | [removed: 152] [added: 153] |

| ​ | ​ | [The Exhibit Index attached hereto is hereby incorporated by reference to this Item.](#EXHIBITINDEX_871374) | [removed: 141] [added: 140] |

| Exhibits | ​ | [added: |] ​ |

| 2.1 | ​ | [added: |] [Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 29, 2014).](http://www.sec.gov/Archives/edgar/data/1063761/000110465914042292/a14-13789_1ex2d1.htm) |

| 2.2 | ​ | [added: |] [Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among the Taubman Parties and the Simon Parties (incorporated by reference to exhibit 2.1 of Simon Property Group Inc.’s and Simon Property Group L.P.’s Current Report on Form 8-K filed on November 16, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1063761/000110465914042292/a14-13789_1ex2d1.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1022344/000110465920125289/tm2036052d1_ex2-1.htm)] |

| 3.1 | ​ | [added: |] [Restated Certificate of Incorporation of Simon Property Group, Inc. (incorporated by reference to Appendix A of Simon Property Group, Inc.’s Proxy Statement on Schedule 14A filed March 27, 2009).](http://www.sec.gov/Archives/edgar/data/1063761/000104746909003273/a2191868zdef14a.htm) |

| 3.2 | ​ | [added: |] [Amended and Restated By-Laws of Simon Property Group, Inc. as adopted on March 20, 2017 (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 24, 2017).](http://www.sec.gov/Archives/edgar/data/1063761/000110465917019023/a17-9020_1ex3d1.htm) |

| 3.3 | ​ | [added: |] [Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 20, 2004).](http://www.sec.gov/Archives/edgar/data/1063761/000110465904031080/a04-11680_1ex3d2.htm) |

| 3.4 | ​ | [added: |] [Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 15, 2014).](http://www.sec.gov/Archives/edgar/data/1063761/000089882214000273/certificateofdesignation.htm) |

| 3.5 | ​ | [added: |] [Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 31, 2003).](http://www.sec.gov/Archives/edgar/data/1022344/000104746903011350/a2104742zex-3_1.htm) |

| 3.6 | ​ | [added: |] [Eighth Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. dated as of May 8, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 9, 2008).](http://www.sec.gov/Archives/edgar/data/1063761/000110465908031885/a08-13696_1ex10d1.htm) |

| 3.7 | ​ | [added: |] [Certificate of Designation of Series B Junior Participating Redeemable Preferred Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed August 8, 2014).](http://www.sec.gov/Archives/edgar/data/1022344/000104746914006785/a2220960zex-3_1.htm) |

| 3.8 | ​ | [added: |] [Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.4 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 16, 2007).](http://www.sec.gov/Archives/edgar/data/1022344/000104746907001854/a2176666zex-3_4.htm) |

| 3.9 | ​ | [added: |] [Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 8, 2009).](http://www.sec.gov/Archives/edgar/data/1022344/000104746909005270/a2192861zex-3_2.htm) |

| 4.1 | (a) | [added: |] [Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 of Simon Property Group, L.P.'s Registration Statement on Form S-3 filed October 21, 1996 (Reg. No. 333-11491)).](http://www.sec.gov/Archives/edgar/data/1022344/0000950142-96-000546-index.html) |

| 4.2 | | [added: |] [Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837021001700/spg-20201231ex42a9c7d79.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex42a3a0185.htm)] |

| 9.1 | ​ | [added: |] [Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between Melvin Simon & Associates, Inc., on the one hand and Melvin Simon, Herbert Simon and David Simon on the other hand (incorporated by reference to Exhibit 9.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).](http://www.sec.gov/Archives/edgar/data/1063761/000104746904016678/a2135849zex-9_1.htm) |

| 9.2 | ​ | [added: |] [Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).](http://www.sec.gov/Archives/edgar/data/1063761/000104746904016678/a2135849zex-9_2.htm) |

| 10.1 | ​ | [added: |] [Form of the Indemnity Agreement between Simon Property Group, Inc. and its directors and officers (incorporated by reference to Exhibit 10.7 of Simon Property Group, Inc.’s Form S-4 filed August 13, 1998 (Reg. No. 333-61399)).](http://www.sec.gov/Archives/edgar/data/1063761/0000950123-98-007520-index.html) |

| 10.2 | ​ | [added: |] [Registration Rights Agreement, dated as of September 24, 1998, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 9, 1998).](http://www.sec.gov/Archives/edgar/data/1063761/0000950123-98-008890-index.html) |

| 10.3 | ​ | [added: |] [Registration Rights Agreement, dated as of August 27, 1999, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).](http://www.sec.gov/Archives/edgar/data/1063761/000104746904009131/a2131689zex-4_4.htm) |

| 10.4 | ​ | [added: |] [Registration Rights Agreement, dated as of November 14, 1997, by and between O’Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).](http://www.sec.gov/Archives/edgar/data/1063761/000091205701542393/a2065357zex-4_8.htm) |

| 10.5* | ​ | [added: |] [Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 10, 2014).](http://www.sec.gov/Archives/edgar/data/1063761/000110465914027055/a14-10319_1ex10d1.htm) |

| 10.6* | ​ | [added: |] [Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).](http://www.sec.gov/Archives/edgar/data/1063761/000104746905006797/a2153313zex-10_8.htm) |

| 10.7* | ​ | [added: |] [Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2007).](http://www.sec.gov/Archives/edgar/data/1063761/000104746907001496/a2176251zex-10_9.htm) |

| 10.8* | ​ | [added: |] [Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).](http://www.sec.gov/Archives/edgar/data/1063761/000104746907001496/a2176251zex-10_9.htm) |

| 10.9* | ​ | [added: |] [Employment Agreement between Simon Property Group, Inc. and David Simon effective as of July 6, 2011 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).](http://www.sec.gov/Archives/edgar/data/1063761/000110465911038221/a11-17050_1ex10d2.htm) |

| 10.10* | ​ | [added: |] [First Amendment to Employment Agreement between Simon Property Group, Inc. and David Simon, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).](http://www.sec.gov/Archives/edgar/data/1063761/000110465913026962/a13-9351_1ex10d1.htm) |

| 10.11* | ​ | [added: |] [Non-Qualified Deferred Compensation Plan dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).](http://www.sec.gov/Archives/edgar/data/1063761/000104746909009591/a2195218zex-10_1.htm) |

| 10.12* | ​ | [added: |] [Amendment — 2008 Performance Based-Restricted Stock Agreement dated as of March 6, 2009 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).](http://www.sec.gov/Archives/edgar/data/1063761/000104746909009591/a2195218zex-10_2.htm) |

| 10.13* | ​ | [added: |] [Certificate of Designation of Series 2010 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.'s Current Report on Form 8-K filed March 19, 2010).](http://www.sec.gov/Archives/edgar/data/1063761/000110465910015472/a10-6528_2ex10d4.htm) |

| 10.14* | ​ | [added: |] [Form of Series 2010 LTIP Unit (Three Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).](http://www.sec.gov/Archives/edgar/data/1063761/000110465910015472/a10-6528_2ex10d1.htm) |

| 10.15* | ​ | [added: |] [Form of Series 2010 LTIP Unit (Two Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).](http://www.sec.gov/Archives/edgar/data/1063761/000110465910015472/a10-6528_2ex10d2.htm) |

| 10.16* | ​ | [added: |] [Form of Series 2010 LTIP Unit (One Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).](http://www.sec.gov/Archives/edgar/data/1063761/000110465910015472/a10-6528_2ex10d3.htm) |

| 10.17* | ​ | [added: |] [Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).](http://www.sec.gov/Archives/edgar/data/1063761/000110465911038221/a11-17050_1ex10d3.htm) |

| 10.18* | ​ | [added: |] [Simon Property Group Series CEO LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).](http://www.sec.gov/Archives/edgar/data/1063761/000110465911038221/a11-17050_1ex10d4.htm) |

| 10.19* | ​ | [added: |] [First Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement dated as of December 22, 2011 (incorporated by reference to Exhibit 10.24 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2012).](http://www.sec.gov/Archives/edgar/data/1063761/000104746912001667/a2207375zex-10_24.htm) |

| 10.20* | ​ | [added: |] [Second Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).](http://www.sec.gov/Archives/edgar/data/1063761/000110465913026962/a13-9351_1ex10d2.htm) |

| 10.21* | ​ | [added: |] [Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement, dated as of December 31, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed January 2, 2014).](http://www.sec.gov/Archives/edgar/data/1063761/000110465914000122/a14-1068_1ex10d1.htm) [removed: ​] |

| 10.22* | ​ | [added: |] [Certificate of Designation of Series 2011 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).](http://www.sec.gov/Archives/edgar/data/1063761/000110465911038221/a11-17050_1ex10d5.htm) |

| 10.23* | ​ | [added: |] [Form of Simon Property Group Series 2011 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.6 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).](http://www.sec.gov/Archives/edgar/data/1063761/000110465911038221/a11-17050_1ex10d6.htm) |

| 10.24* | ​ | [added: |] [Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 11, 2012).](http://www.sec.gov/Archives/edgar/data/1022344/000104746912005785/a2209435zex-10_2.htm) |

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_December 31, 2020_

| Burlington Mall | ​ | Burlington (Boston), MA | ​ | | \- | ​ | | 46,600 | ​ | | 303,618 | ​ | | 27,458 | ​ | | 235,501 | ​ | | 74,058 | ​ | | 539,119 | ​ | | 613,177 | ​ | | 248,794 | | 1998 | (4) |

| Columbia Center | ​ | Kennewick, WA | ​ | | \- | ​ | | 17,441 | ​ | | 66,580 | ​ | | \- | ​ | | 40,993 | ​ | | 17,441 | ​ | | 107,573 | ​ | | 125,014 | ​ | | 64,134 | | 1987 | ​ |

| Copley Place | ​ | Boston, MA | ​ | | \- | ​ | | \- | ​ | | 378,045 | ​ | | \- | ​ | | 206,205 | ​ | | \- | ​ | | 584,250 | ​ | | 584,250 | ​ | | 252,514 | | 2002 | (4) |

| Coral Square | ​ | Coral Springs (Miami), FL | ​ | | \- | ​ | | 13,556 | ​ | | 93,630 | ​ | | \- | ​ | | 19,097 | ​ | | 13,556 | ​ | | 112,727 | ​ | | 126,283 | ​ | | 89,651 | | 1984 | ​ |

| Domain, The | ​ | Austin, TX | ​ | | 176,533 | ​ | | 40,436 | ​ | | 197,010 | ​ | | \- | ​ | | 144,511 | ​ | | 40,436 | ​ | | 341,521 | ​ | | 381,957 | ​ | | 174,735 | | 2005 | ​ |

| Empire Mall | ​ | Sioux Falls, SD | ​ | | 183,782 | ​ | | 35,998 | ​ | | 192,186 | ​ | | \- | ​ | | 30,083 | ​ | | 35,998 | ​ | | 222,269 | ​ | | 258,267 | ​ | | 68,901 | | 1998 | (5) |

| Fashion Mall at Keystone, The | ​ | Indianapolis, IN | ​ | | \- | ​ | | \- | ​ | | 120,579 | ​ | | 29,145 | ​ | | 103,435 | ​ | | 29,145 | ​ | | 224,014 | ​ | | 253,159 | ​ | | 132,731 | | 1997 | (4) |

| Ingram Park Mall | ​ | San Antonio, TX | ​ | | 122,251 | ​ | | 733 | ​ | | 16,972 | ​ | | 37 | ​ | | 43,246 | ​ | | 770 | ​ | | 60,218 | ​ | | 60,988 | ​ | | 33,614 | | 1979 | ​ |

| King of Prussia | ​ | King of Prussia (Philadelphia), PA | ​ | | \- | ​ | | 175,063 | ​ | | 1,128,200 | ​ | | \- | ​ | | 380,289 | ​ | | 175,063 | ​ | | 1,508,489 | ​ | | 1,683,552 | ​ | | 463,073 | | 2003 | (5) |

| La Plaza Mall (13) | ​ | McAllen, TX | ​ | | \- | ​ | | 87,912 | ​ | | 9,828 | ​ | | 6,569 | ​ | | 177,319 | ​ | | 94,481 | ​ | | 187,147 | ​ | | 281,628 | ​ | | 50,135 | | 1976 | ​ |

| Lenox Square | ​ | Atlanta, GA | ​ | | \- | ​ | | 37,447 | ​ | | 492,411 | ​ | | \- | ​ | | 139,068 | ​ | | 37,447 | ​ | | 631,479 | ​ | | 668,925 | ​ | | 373,965 | | 1998 | (4) |

| McCain Mall | ​ | N. Little Rock, AR | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 9,515 | ​ | ​ | 10,530 | ​ | ​ | 28,504 | ​ | ​ | 10,530 | ​ | ​ | 38,019 | ​ | ​ | 48,549 | ​ | ​ | 17,298 | ​ | 1973 | ​ |

| North East Mall | ​ | Hurst (Dallas), TX | ​ | | \- | | | 128 | | ​ | 12,966 | | | 19,010 | | | 145,677 | | | 19,138 | | | 158,643 | | | 177,781 | | | 118,006 | | 1971 | ​ |

| Northgate Mall | ​ | Seattle, WA | ​ | | \- | | | 23,610 | | ​ | 115,992 | | | \- | | | 67,602 | | | 23,610 | | | 183,594 | | | 207,204 | | | 57,897 | | 1987 | ​ |

| Oxford Valley Mall | ​ | Langhorne (Philadelphia), PA | ​ | | 32,779 | | | 20,872 | | ​ | 100,287 | | | \- | | | 20,914 | | | 20,872 | | | 121,201 | | | 142,073 | | | 84,968 | | 2003 | (4) |

| Phipps Plaza | ​ | Atlanta, GA | ​ | | \- | | | 15,005 | | ​ | 210,610 | | | \- | | | 243,085 | | | 15,005 | | | 453,695 | | | 468,700 | | | 171,188 | | 1998 | (4) |

| Rockaway Townsquare | ​ | Rockaway (New York), NJ | ​ | $ | \- | | $ | 41,918 | | $ | 212,257 | | $ | \- | | $ | 69,145 | | $ | 41,918 | | $ | 281,402 | | $ | 323,320 | | $ | 160,468 | | 1998 | (4) |

| Ross Park Mall | ​ | Pittsburgh, PA | ​ | | \- | | | 23,541 | | ​ | 90,203 | | | 5,815 | | | 122,197 | | | 29,356 | | | 212,400 | | | 241,756 | | | 132,274 | | 1986 | ​ |

| Shops at Nanuet, The | ​ | Nanuet, NY | ​ | | \- | | | 28,125 | | ​ | 142,860 | | | \- | | | 14,285 | | | 28,125 | | | 157,145 | | | 185,270 | | | 47,459 | | 2013 | ​ |

| Shops at Riverside, The | ​ | Hackensack (New York), NJ | ​ | | 130,000 | | | 13,521 | | ​ | 238,746 | | | \- | | | 263,289 | | | 13,521 | | | 502,035 | | | 515,556 | | | 98,686 | | 2007 | (4) (5) |

| South Shore Plaza | ​ | Braintree (Boston), MA | ​ | ​ | \- | ​ | | 101,200 | ​ | ​ | 301,495 | ​ | | \- | ​ | | 166,650 | ​ | | 101,200 | ​ | | 468,145 | ​ | | 569,345 | ​ | | 269,676 | ​ | 1998 | (4) |

| Southdale Mall | ​ | Edina (Minneapolis), MN | ​ | | 138,131 | | | 41,430 | | ​ | 184,967 | | | \- | | | 112,713 | | | 41,430 | | | 297,680 | | | 339,110 | | | 95,003 | | 2007 | (4) (5) |

| SouthPark | ​ | Charlotte, NC | ​ | | \- | | | 42,092 | | ​ | 188,055 | | | 100 | | | 204,680 | | | 42,192 | | | 392,735 | | | 434,927 | | | 225,268 | | 2002 | (4) |

| Tacoma Mall | ​ | Tacoma (Seattle), WA | ​ | | \- | | | 37,113 | | | 125,826 | | | \- | | | 162,616 | | | 37,113 | | | 288,442 | | | 325,555 | | | 145,776 | | 1987 | ​ |

| Town Center at Boca Raton | ​ | Boca Raton (Miami), FL | ​ | | \- | | | 64,200 | | | 307,317 | | | \- | | | 241,889 | | | 64,200 | | | 549,206 | | | 613,406 | | | 309,065 | | 1998 | (4) |

| Towne East Square | ​ | Wichita, KS | ​ | | \- | | | 8,525 | | | 18,479 | | | 4,108 | | | 49,059 | | | 12,633 | | | 67,538 | | | 80,171 | | | 45,990 | | 1975 | ​ |

| Woodland Hills Mall | ​ | Tulsa, OK | ​ | | \- | | | 34,211 | | | 187,123 | | | \- | | | 35,414 | | | 34,211 | | | 222,537 | | | 256,748 | | | 144,965 | | 2004 | (5) |

| Albertville Premium Outlets | ​ | Albertville (Minneapolis), MN | ​ | | \- | | | 3,900 | | | 97,059 | | | \- | | | 11,094 | | | 3,900 | | | 108,153 | | | 112,053 | | | 54,308 | | 2004 | (4) |

| Camarillo Premium Outlets | ​ | Camarillo (Los Angeles), CA | ​ | | \- | | | 16,670 | | | 224,721 | | | 395 | | | 75,097 | | | 17,065 | | | 299,818 | | | 316,883 | | | 149,400 | | 2004 | (4) |

| Denver Premium Outlets | ​ | Thornton (Denver), CO | ​ | ​ | \- | | ​ | 11,375 | | ​ | 45,335 | | ​ | 10 | | ​ | 72,949 | | ​ | 11,385 | | ​ | 118,284 | | ​ | 129,669 | | ​ | 12,902 | | 2018 | ​ |

| Ellenton Premium Outlets | ​ | Ellenton (Tampa), FL | ​ | ​ | \- | | ​ | 2,857 | | ​ | 47,309 | | ​ | \- | | ​ | 20,582 | | ​ | 2,857 | | ​ | 67,891 | | ​ | 70,748 | ​ | ​ | 36,332 | ​ | 2010 | (4) |

| Folsom Premium Outlets | ​ | Folsom (Sacramento), CA | ​ | | 178,000 | | ​ | 15,807 | | ​ | 182,412 | | ​ | \- | | ​ | 7,726 | | ​ | 15,807 | | ​ | 190,138 | | ​ | 205,945 | ​ | ​ | 106,430 | ​ | 2004 | (4) |

| Gilroy Premium Outlets | ​ | Gilroy (San Jose), CA | ​ | | \- | | | 9,060 | | | 50,281 | | | \- | | | 5,940 | | | 9,060 | | | 56,221 | | | 65,281 | ​ | | 32,576 | ​ | 2004 | (4) |

| Grand Prairie Premium Outlets | ​ | Grand Prairie (Dallas), TX | ​ | | \- | | | 9,630 | | | 194,122 | | | \- | | | 16,192 | | | 9,630 | | | 210,314 | | | 219,944 | ​ | | 104,299 | ​ | 2012 | ​ |

| Grove City Premium Outlets | ​ | Grove City (Pittsburgh), PA | ​ | | 109,122 | | | 9,497 | | | 194,245 | | | \- | | | 2,058 | | | 9,497 | | | 196,303 | | | 205,800 | ​ | | 54,525 | ​ | 2010 | (4) |

| Gulfport Premium Outlets | ​ | Gulfport, MS | ​ | $ | 140,000 | | $ | 6,421 | | $ | 121,880 | | $ | \- | | $ | 7,763 | | $ | 6,421 | | $ | 129,643 | | $ | 136,064 | ​ | $ | 72,537 | ​ | 2010 | (4) |