Simon Property Group (SPG) 10-K risk factor changes: FY2022 vs FY2021

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

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

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

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

The COVID-19 pandemic has [removed: had] [added: had, and resurgences or variants or other epidemics, pandemics or health crises could have,] a material negative impact on economic and market conditions around the [removed: world, and, notwithstanding the fact that vaccines are being administered in the United States] [added: world] and [removed: elsewhere, the pandemic continues to adversely] [added: an adverse] impact [added: on] economic activity in retail real estate.

[removed: The impact] [added: Governments and other authorities could respond to a resurgence] of the COVID-19 [removed: pandemic continues to evolve and governments and] [added: pandemic, or] other [removed: authorities, including where we own] [added: epidemics, pandemics and public health crises, by imposing] or [removed: hold interests in properties, have imposed] [added: re-imposing] measures intended to control [removed: its spread,] [added: the spread of disease,] including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.

Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under [removed: leases.][added: leases, and the willingness of customers to visit our properties.]

[removed: 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,] [added: Even without strict governmental restrictions,] the willingness of [removed: customers] [added: consumers] to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission [removed: rates,] [added: rates of disease,] the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, [removed: and] the effectiveness and availability of cures or [removed: treatments.][added: treatments, and overall sensitivity to risks associated with the transmission of diseases.]

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

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

| | ● | our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of [removed: COVID-19,] [added: disease,] including any additional government mandated closures of businesses that frustrate our leasing activities; |

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

| | ● | our and our tenants' ability to manage our respective businesses to the extent our and their management or personnel (including on-site employees) are impacted in significant numbers [removed: by the COVID-19 pandemic] or are otherwise not willing, available or allowed to conduct work, including any impact on our tenants' ability to deliver timely information to us that is necessary for us to make effective decisions; and |

| | ● | our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during [removed: the COVID-19 pandemic.] [added: such epidemic, pandemic or other public health crisis.] |

Our [removed: concentration in the retail real estate market – our] primary source of revenue is [added: derived from] retail tenants [removed: –] [added: which] means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:

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

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

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

| | ● | [added: domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income as well as from] actual or perceived changes in [removed: 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, [added: such as the conflict in Ukraine, epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism, as well as from;] |

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

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

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

[added: 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.

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

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

In addition, many of our tenants are omni-channel retailers who also distribute their products through online [removed: sales.][added: sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store.]

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

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

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

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

Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to [removed: tenants] [added: tenants,] may be less favorable than the current lease terms.

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

Risks [removed: Relating] [added: Related] to Real Estate [removed: Investments] [added: Holdings] and Operations

As of December 31, [removed: 2021,] [added: 2022,] we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom.

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

Our international activities represented approximately [removed: 7.1%] [added: 7.7%] of consolidated net income and [removed: 8.5%] [added: 8.9%] of our net operating income, or NOI, for the year ended December 31, [removed: 2021.][added: 2022.]

[removed: | | ● | acquisition] [added: Acquisition] or construction costs of a project may be higher than projected, potentially making the project unfeasible or [removed: unprofitable; |][added: unprofitable, and development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property.]

| | ● | occupancy rates and rents may not meet our projections and the project may not be accretive; [removed: and] |

| | ● | we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be [removed: withheld.] [added: withheld;] |

As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes [removed: in economic, industry, or other conditions may be limited.]

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

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

| | ● | We face risks associated with climate change. |

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

| | ● | Real estate investments are relatively illiquid. |

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

| | ● | Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends, which may negatively affect the value of our shares. |

| | ● | The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes. |

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

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

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

| | ● | An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt on attractive terms, or at all; our hedging interest rate protection arrangements may not effectively limit our interest rate risk. |

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

Risk Related to Tenant Operations at Our Properties

| | ● | supply chain disruptions and labor shortages; |

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

To the extent that any or a portion of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, our own investments in certain retailers and brands, the demand for retail space, market rents and rent growth, the vacancy levels at our properties, the value of our properties, which could directly or indirectly materially and adversely affect our financial condition, operating results and overall asset value.

Over time, declines in our tenants’ sales performance can also negatively impact our ability to sign new and renewal leases at desired rents.

​

seeking of a lease modification with us.

Tenant preferences

for properties may also change over time, like recent trends towards right-sizing portfolios, repositioning space and locations and pursuing new store concepts, and our properties may no longer align with such preferences.

Additionally, an oversupply of retail properties in the broader market could reduce market rents, negatively impacting the terms upon which we lease our properties.

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

​

Because our properties are open to the public, they are exposed to risks related to acts of violence, civil unrest and criminal activity as well as actual or threatened terrorist attacks that may be beyond our control or ability to prevent.

If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property could be negatively impacted.

Consumers may also perceive a heightened threat of these risks due to increased crime in certain markets and negative media attention.

Concern around safety risk may impact the willingness of consumers, tenants and tenants’ employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, directly and indirectly impacting our revenue and overall asset value.

Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent.

Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store.

Although consumer activity has been normalizing, there is no guarantee that retail will return to or remain at pre-pandemic levels.

Although we believe any such measures would likely be more moderate than those imposed at the peak of the COVID-19 pandemic given the consequences of stricter measures, any restrictions could negatively impact us, our tenants and consumer behavior.

In 2023, the weather phenomenon known as El Nino has returned.

This phenomenon generally results in an increase in storms, flooding, and landslides in Southern California, heavier precipitation along the Gulf of Mexico, and an increase in severe weather in Florida.

Additionally, insurance costs and availability may be impacted in the future by factors outside of our control, like inflationary pressures or cybersecurity events.

by the parties in connection with any such substances.

These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, rising interest rates, supply chain disruptions and labor shortages, like those experienced in 2022.

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

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

Risks Relating to Retail Operations

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

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

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

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

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

Internationally, as of December 31, 2021, we had ownership interests in 33 properties primarily located in Asia, Europe and Canada and have two international outlet properties under development.

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

As of December 31, 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 14 countries in Europe.

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

| | | 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; |

| | ● | the impact of the COVID-19 pandemic, and restrictions intended to prevent its spread, which were implemented through a combination of state, local and federal orders and regulations that were put in place with unprecedented speed and with no opportunity for citizens to challenge their legality. |

Not only has the temporary closure of our retail properties and the restrictions put in place by state, local and federal officials caused consumers who otherwise would have purchased from retailers at our properties to increase their utilization of pure online retail websites, but consumers whose previous use of online retail was low or non-existent have recently turned to pure online retail as a necessity due to the inability to access our properties and the ability to purchase non-essential goods from these pure online retailers.

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

| | ● | development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property; |

We may be adversely affected by developments in the London Inter-bank Offered Rate (LIBOR) market, changes in the methods by which LIBOR is determined or the use of alternative reference rates.

As of December 31, 2021, approximately 2.0% or $501.4 million of our debt outstanding was indexed to LIBOR.

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.

The consequences of these developments cannot be entirely predicted, and there can be no assurance that 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.

investments.

In general, prohibited transactions

To this point, Simon and each such Subsidiary REIT have historically distributed at least 100% of its taxable income and thereby avoided income tax altogether.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships.

The TCJA has significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders.

A change made by the TCJA that could affect us and our stockholders is that it generally limits the deduction for net business interest expense in excess of 30% of a business’s adjusted taxable income except for taxpayers that engage in certain real estate businesses and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system for certain property).

Risks Relating to Environmental Matters

Other Factors Affecting Our Business

As of December 31, [removed: 2021,] [added: 2022,] we owned or held an interest in [removed: 199] [added: 196] income-producing properties in the United States, which consisted of [removed: 95] [added: 94] malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and [removed: 15] [added: 13] other retail properties in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2021,] [added: 2022,] we had ownership in [removed: 33] [added: 34] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada.

As of December 31, [removed: 2021,] [added: 2022,] we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

We consider FFO, [added: comparable FFO,] net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP.

Reconciliations of these measures to the most comparable GAAP [removed: measure] [added: measures] are included below in this discussion.

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 [removed: imposed] at times [added: imposed] measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, [removed: capacity] [added: density] limitations and social distancing measures.

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

Diluted earnings per share and diluted earnings per unit [removed: increased $3.25] [added: decreased $0.32] during [removed: 2021] [added: 2022] to [removed: $6.84] [added: $6.52] as compared to [removed: $3.59] [added: $6.84] in [removed: 2020.][added: 2021.]

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

| | ● | improved operating performance and solid core business fundamentals in [removed: 2021] [added: 2022, as discussed below,] and the impact of our acquisition, development and expansion [removed: activity,] [added: activity.] |

[removed: | | ● | increased income] [added: Income] from unconsolidated entities [removed: of $563.0 million, or $1.50 per diluted share/unit,] [added: decreased $134.9 million] primarily due to [removed: favorable] [added: unfavorable] results of operations [added: year over year] from our other platform [removed: investments, including earnings from our acquisition of an interest in J.C. Penney in the later part of 2020, and international] investments [removed: which included] [added: of $216.1 million, as well as] the reversal [added: in 2021] of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by [removed: amortization] [added: favorable year over year results] of [removed: our excess investment] [added: operations across the properties and TRG] in [removed: TRG, |][added: 2022.]

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

| | ● | an unrealized [removed: favorable] [added: unfavorable] change in fair value of [added: publicly traded] equity instruments of [removed: $11.5] [added: $53.1] million, or [removed: $0.03] [added: $0.14] per diluted share/unit, partially offset by |

| | ● | [removed: increased] [added: decreased] tax expense of [removed: $161.8] [added: $73.7] million, or [removed: $0.43] [added: $0.20] per diluted share/unit, primarily due to [removed: favorable] [added: unfavorable] year-over-year operations from other platform investments and a [removed: $55.9] [added: favorable $32.0] million tax impact created by the [added: lower] gain on [removed: sale] [added: disposal, exchange,] or [removed: exchange] [added: revaluation] of equity interests transactions noted above, |

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

Portfolio NOI increased [removed: 22.3%] [added: 5.7%] in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

Average base minimum rent for U.S. Malls and Premium Outlets [removed: decreased 3.4%] [added: increased 2.3%] to [removed: $53.91] [added: $55.13] psf as of December 31, [removed: 2021,] [added: 2022,] from [removed: $55.80] [added: $53.91] psf as of December 31, [removed: 2020.][added: 2021.]

Ending occupancy for our U.S. Malls and Premium Outlets increased [removed: 2.1%] [added: 1.5%] to [removed: 93.4%] [added: 94.9%] as of December 31, [removed: 2021,] [added: 2022,] from [removed: 91.3%] [added: 93.4%] as of December 31, [removed: 2020,] [added: 2021,] primarily due to leasing activity, partially offset by [removed: 2020] [added: 2021] tenant bankruptcy activity.

Our effective overall borrowing rate at December 31, [removed: 2021] [added: 2022] on our consolidated indebtedness [removed: decreased 12] [added: increased 36] basis points to [removed: 2.86%] [added: 3.22%] as compared to [removed: 2.98%] [added: 2.86%] at December 31, [removed: 2020.][added: 2021.]

This [removed: decrease] [added: increase] was primarily due to [removed: a decrease] [added: an increase] in the effective overall borrowing rate on variable rate debt of [removed: 11] [added: 273] basis points [removed: (1.20%] [added: (3.93%] at December 31, [removed: 2021] [added: 2022] as compared to [removed: 1.31%] [added: 1.20%] at December 31, [removed: 2020) and] [added: 2021) offset by] a decrease in the effective overall borrowing rate on fixed rate debt of [removed: 22] [added: 13] basis points [removed: (3.28%] [added: (3.15%] at December 31, [removed: 2021] [added: 2022] as compared to [removed: 3.50%] [added: 3.28%] at December 31, [removed: 2020).][added: 2021).]

The weighted average years to maturity of our consolidated indebtedness was [removed: 7.8] [added: 7.5] years and [removed: 7.3] [added: 7.8] years at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Our financing activity for the year ended December 31, [removed: 2021] [added: 2022] included:

| | ● | decreasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by [removed: $123.0] [added: $500.0] million, [added: and] |

[removed: Subsequently] [added: | | ● | completing] on January 11, 2022, the [removed: 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 [added: 11,] 2024 and February [added: 1,] 2032, respectively. [added: The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility, on January 12, 2022. |]

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

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

| ​ | ​ | ​ | ​ | ​ | %/Basis Point | ​ | ​ | ​ | ​ | %/Basis Point | ​ | ​ | ​ | [added: ​] |

| ​ | | [removed: 2021] [added: 2022] | | [removed: ​] | Change (1) | [removed: ​] | [removed: 2020] [added: 2021] | | [removed: ​] | Change (1) | [removed: ​] | [removed: 2019] [added: 2020] | | [added: ​] |

| Total Portfolio | [removed: ​] [added: ​] | $ | [removed: 53.91] [added: 55.13] | [removed: ​] [added: ​] | [removed: (3.4)] [added: 2.3%] | [removed: %] [added: ​] | $ | [removed: 55.80] [added: 53.91] | ​ | [removed: 2.2] [added: \-3.4%] | [removed: %] [added: ​] | $ | [removed: 54.59] [added: 55.80] | ​ |

| Average Base Minimum Rent per Square Foot | [removed: ​] [added: ​] | $ | [removed: 33.80] [added: 34.89] | [removed: ​] [added: ​] | [removed: 0.1] [added: 3.2%] | [removed: %] [added: ​] | $ | [removed: 33.77] [added: 33.80] | ​ | [removed: 2.1] [added: 0.1%] | [removed: %] [added: ​] | $ | [removed: 33.09] [added: 33.77] | ​ |

During the twelve months ended December 31, [removed: 2021,] [added: 2022,] we signed [removed: 992] [added: 1,262] new leases and [removed: 1,460] [added: 1,517] renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately [removed: 8.3] [added: 9.1] million square feet, of which [removed: 6.5] [added: 7.0] million square feet related to consolidated properties.

During [removed: 2020,] [added: 2021,] we signed [removed: 460] [added: 992] new leases and [removed: 1,175] [added: 1,460] renewal leases with a fixed minimum rent, 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.

The average annual initial base minimum rent for new leases was [removed: $55.90] [added: $55.41] per square foot in [removed: 2021] [added: 2022] and [removed: $53.97] [added: $55.90] per square foot in [removed: 2020] [added: 2021] with an average tenant allowance on new leases of [removed: $53.75] [added: $53.01] per square foot [removed: and $51.01 per square foot, respectively.]

| ​ | [added: |] December 31, | | | %/basis point | | December 31, | | | %/basis point | | December 31, | | [removed: |]

| ​ | [removed: 2021] [added: ​] | [added: 2022] | [added: |] ​ | Change | ​ | [removed: 2020] [added: 2021] | | ​ | Change | ​ | [removed: 2019 |] [added: 2020] | |

| Ending Occupancy | ​ | [added: ​ |] 99.8% | ​ | [removed: +30] [added: 0] bps | ​ | ​ | [removed: 99.5%] [added: 99.8%] | ​ | [removed: +0] [added: +30] bps | ​ | ​ | 99.5% | [removed: ​ |]

| Average Base Minimum Rent per Square Foot | [added: ​ |] ¥ | [removed: 5,509] [added: 5,779] | ​ | [removed: 1.14%] [added: 4.90%] | ​ | ¥ | [removed: 5,447] [added: 5,509] | ​ | [removed: 3.38%] [added: 1.14%] | ​ | ¥ | [removed: 5,269 | ​] [added: 5,447] |

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

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

[removed: In addition to the activity discussed above in the “Results Overview” section, the] [added: The] following acquisitions, dispositions, and openings of consolidated properties affected our consolidated results in the comparative periods:

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

The COVID-19 pandemic had a material negative impact on economic and market conditions around the world.

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

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

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

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

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

| Consolidated | ​ | ​ | 94.9% | ​ | 140 bps | ​ | ​ | 93.5% | ​ | 200 bps | ​ | ​ | 91.5% | ​ |

| Unconsolidated | ​ | ​ | 94.9% | ​ | 180 bps | ​ | ​ | 93.1% | ​ | 220 bps | ​ | ​ | 90.9% | ​ |

| Total Portfolio | ​ | ​ | 94.9% | ​ | 150 bps | ​ | ​ | 93.4% | ​ | 210 bps | ​ | ​ | 91.3% | ​ |

| Consolidated | ​ | $ | 53.95 | ​ | 2.6% | ​ | $ | 52.59 | ​ | \-2.6% | ​ | $ | 53.98 | ​ |

| Unconsolidated | ​ | $ | 58.36 | ​ | 1.4% | ​ | $ | 57.55 | ​ | \-5.6% | ​ | $ | 60.97 | ​ |

| U.S. TRG: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Ending Occupancy | ​ | | 94.5% | ​ | 330 bps | ​ | | 91.2% | ​ | 60 bps | ​ | | 90.6% | ​ |

| Average Base Minimum Rent per Square Foot | ​ | $ | 61.76 | ​ | 5.2% | ​ | $ | 58.69 | ​ | 5.3% | ​ | $ | 55.75 | ​ |

| Ending Occupancy | ​ | | 98.2% | ​ | 60 bps | ​ | | 97.6% | ​ | 230 bps | ​ | | 95.3% | ​ |

and $53.75 per square foot, respectively.

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

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

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

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

| | ● | On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. |

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

Total lease income increased primarily due to an increase in fixed lease income of $156.6 million primarily due to an increase in fixed minimum lease consideration, higher occupancy, and an increase in variable lease income of $11.9 million primarily related to higher consideration based on tenant sales.

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

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

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

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

During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments.

During 2021, we recorded a non-cash gain of $159.8 million as a result of the sale to ABG of all of our interests in the licensing ventures of Forever 21 and Brooks Brothers for additional interests in ABG and a gain on the sale of a portion of our interest in ABG of $18.8 million, as discussed further in Note 6.

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

During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property.

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

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

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

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

On December 31, 2022, we had no outstanding balance under the Commercial Paper program.

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

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

This interest rate swap matures on January 17, 2024.

We also have two international outlet properties under development.

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

| | ● | maintain sufficient flexibility to access capital in many forms, both public and private, and |

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

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

| | ● | borrowing $1.05 billion under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and using a portion of the proceeds to remove the encumbrances with respect to approximately $1.16 billion aggregate principal amount of mortgage loans, |

| | ● | 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. |

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.

| Consolidated | ​ | ​ | 93.5 | % | 200 | bps | ​ | 91.5 | % | \-380 | bps | ​ | 95.3 | % |

| Unconsolidated | ​ | ​ | 93.1 | % | 220 | bps | ​ | 90.9 | % | \-360 | bps | ​ | 94.5 | % |

| Total Portfolio | ​ | ​ | 93.4 | % | 210 | bps | ​ | 91.3 | % | \-380 | bps | ​ | 95.1 | % |

| Consolidated | ​ | $ | 52.59 | ​ | (2.6) | % | $ | 53.98 | ​ | 1.7 | % | $ | 53.06 | ​ |

| Unconsolidated | ​ | $ | 57.55 | ​ | (5.6) | % | $ | 60.97 | ​ | 3.8 | % | $ | 58.71 | ​ |

| Ending Occupancy | ​ | | 97.6 | % | 230 | bps | | 95.3 | % | \-170 | bps | | 97.0 | % |

Total Reported Sales per Square Foot. Given all of our U.S. retail properties were closed for a portion of the prior year due to the COVID-19 pandemic, we are not presenting reported retail tenant sales per square foot as we do not believe the trends for the period are indicative of future operating trends.

| | ● | On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner. |

| | ● | On October 16, 2019 we acquired a 45% interest in Rue Gilt Groupe, or RGG, to create a new multi-platform venture dedicated to digital value shopping. |

| | ● | On May 22, 2019, we and our partner opened Premium Outlets Querétaro, a 274,800 square foot center in Santiago de Querétaro, Mexico. We own a 50% interest in this center. |

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.

Total lease income decreased primarily due to decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $422.0 million and reduced variable lease income of $519.4 million, primarily related to lower consideration based on tenant sales and negative variable lease income due to abatements as a result of the COVID-19 pandemic.

Total other income decreased $190.2 million, primarily due to a $75.7 million decrease related to Simon Brand Venture and gift card revenues, a $68.0 million decrease related to a gain on settlement with our former insurance broker in 2019, a $16.2 million gain on the 2019 sale of our interest in a multi-family residential property, a $10.9 million decrease in distributions from investments, a $9.1 million decrease in interest income and lower business interruption insurance proceeds received in connection with our two Puerto Rico properties as a result of hurricane damages of $5.2 million, partially offset by a $6.2 million gain on a partial sale and mark-to-market adjustment of our retained interest in a non-retail investment and a $4.1 million gain related to the sale of outparcels.

Property operating expenses decreased $104.0 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Repairs and maintenance expenses decreased $19.6 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

Advertising and promotion decreased $51.7 million primarily due to the closure of properties as a result of the COVID-19 pandemic and governmental restrictions intended to prevent its spread and cost reduction efforts, as previously discussed.

General and administrative expense decreased $12.3 million due to lower executive compensation.

Income and other tax expense changed by $34.7 million primarily as a result of a higher tax benefit due to larger losses on our share of operating results in the retail operations venture of SPARC Group as compared to 2019, and reduced withholding and income taxes related to certain of our international investments, partially offset by tax expense from a bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21.

Income from unconsolidated entities decreased $224.5 million primarily due to unfavorable year-over-year domestic and international property operations, as well as results of operations from our other platform investments, both of which were impacted by COVID-19 disruption, partially offset by a $35.0 million pre-tax non-cash bargain purchase gain recorded as a result of the acquisition of our interest in Forever 21 and a gain from the sale of a non-retail asset, of which our share was $17.8 million.

During 2019, we recorded net gains of $62.1 million primarily related to Klépierre’s disposition of certain shopping centers, offset by a $47.2 million impairment charge related to an unconsolidated investment.

| | ● | funded the acquisition of the licensing venture of Eddie Bauer, acquired additional interests in the licensing and operations of Forever 21 and acquired additional interest in ABG, the aggregate cash portion of which was $257.1 million, |

| | ● | funded investments in equity instruments of $33.6 million, and |

| | ● | received proceeds from the sale of equity instruments of $65.5 million. |

At this time, we do not expect the impact of COVID-19 to impact our ability to fund these needs for the foreseeable future; however its ultimate impact is difficult to predict.

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

the maximum revolving credit amount, as defined.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations.

We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

We are also exposed to foreign currency risk on financings of certain foreign operations.

Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures.

We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We may enter into treasury lock agreements as part of anticipated issuances of senior notes.

Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily SOFR and LIBOR.

Based upon consolidated indebtedness and interest rates at December 31, 2022, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $11.5 million, and would decrease the fair value of debt by approximately $721.7 million.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately [removed: $42,527] [added: $30,812] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2021.][added: 2022.]

As of January 31, [removed: 2022,] [added: 2023,] Simon Property Group, Inc. had [removed: 328,588,111] [added: 326,923,453] and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, [removed: 2021.][added: 2022.]

Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its [removed: 2021] [added: 2023] 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: 2021] [added: 2022] of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership.

As of December 31, [removed: 2021,] [added: 2022,] 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: 25] [added: 26] |

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

| [3.](#Item3LegalProceedings_476511) | ​ | [Legal Proceedings](#Item3LegalProceedings_476511) | [removed: 54] [added: 56] |

| [4.](#Item4MineSafetyDisclosures_387981) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_387981) | [removed: 54] [added: 56] |

| [5.](#Item5MarketfortheRegistrantsCommonEquity) | ​ | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#Item5MarketfortheRegistrantsCommonEquity) | [removed: 55] [added: 57] |

| [6.](#Item6SelectedFinancialData_575203) | ​ | [Reserved](#Item6SelectedFinancialData_575203) | [removed: 56] [added: 58] |

| [7.](#Item7ManagementsDiscussionandAnalysisofF) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussionandAnalysisofF) | [removed: 57] [added: 59] |

| [7A.](#Item7AQualitativeandQuantitativeDisclosu) | ​ | [Qualitative and Quantitative Disclosure About Market Risk](#Item7AQualitativeandQuantitativeDisclosu) | [removed: 77] [added: 78] |

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

As of December 31, [removed: 2021,] [added: 2022,] we owned or held an interest in [removed: 199] [added: 196] income-producing properties in the United States, which consisted of [removed: 95] [added: 94] malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and [removed: 15] [added: 13] other retail properties in 37 states and Puerto Rico.

Internationally, as of December 31, [removed: 2021,] [added: 2022,] we had ownership interests in [removed: 33] [added: 34] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada.

As of December 31, [removed: 2021,] [added: 2022,] we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

For a description of our operational strategies and developments in our business during [removed: 2021,] [added: 2022,] see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

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 [removed: 0.650%]

[added: 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%.

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

Under the program, the Company [removed: could] [added: may] purchase up to $2.0 billion of its common stock during the two-year period ending [removed: February 11, 2021.][added: May 16, 2024.]

| | ● | issued [removed: 375,775] [added: 354,455] shares of Simon common stock upon the exchange of units in the Operating Partnership; |

| | ● | issued [removed: 633,881] [added: 751,042] restricted shares of Simon common stock and [removed: 36,252] [added: 108,694] long-term incentive performance units, or LTIP units, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan, as amended, or the 1998 Plan, and the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan; |

| | ● | purchased [removed: 3,492,728] [added: 3,075,676] shares of Simon common stock in the open market for [removed: $512.4] [added: $333.0] million pursuant to our Repurchase Programs; |

| | ● | redeemed [removed: 175,618] [added: 147,103] units in the Operating Partnership at an average price of [removed: $143.34] [added: $137.17] per unit in cash; |

| | ● | borrowed a maximum amount of $3.9 billion under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility and Supplemental Facility as of December 31, [removed: 2021] [added: 2022,] were $125.0 million and [removed: $1.05 billion,] [added: $802.8 million,] respectively; |

| | ● | borrowed a maximum amount of $2.0 billion under the Term Facility; there were no outstanding borrowings as of December 31, [removed: 2021;] [added: 2022;] |

At December 31, [removed: 2021,] [added: 2022,] we and our affiliates employed approximately 3,300 persons at various properties and offices throughout the United States, of which approximately [removed: 900] [added: 800] were part-time.

As of December 31, [removed: 2021,] [added: 2022,] we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.

The following table sets forth certain information with respect to Simon’s executive officers as of February [removed: 25, 2021.][added: 23, 2023.]

| Name | [removed: ​] | Age | [removed: ​] | Position |

| David Simon | [removed: ​] | [removed: 60] [added: 61] | [removed: ​] | Chairman of the Board, Chief Executive Officer and President |

| John Rulli | [removed: ​] | [removed: 65] [added: 66] | [removed: ​] | Chief Administrative Officer |

| Steven E. Fivel | [removed: ​] | [removed: 61] [added: 62] | [removed: ​] | General Counsel and Secretary |

| Brian J. McDade | [removed: ​] | [removed: 42] [added: 43] | [removed: ​] | Executive Vice [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] |

| [removed: Alexander L. W. Snyder] [added: Kevin M. Kelly] | ​ | [removed: 52] [added: 42] | ​ | Assistant General Counsel and Assistant Secretary |

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

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

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

| | |

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

| | |

| --- | --- |

December 31, 2022

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

| --- | --- |

In addition, the Audit and Compensation and Human Capital Committees

On May 16, 2022, Simon's Board of Directors authorized a common stock repurchase plan, or the Repurchase Program.

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

| Donald G. Frey | ​ | 47 | ​ | Treasurer and Executive Vice President |

Mr. Frey serves as Simon’s Treasurer and Executive Vice President.

Mr. Frey joined Simon in 2010 and most recently served as Simon’s Assistant Treasurer and Senior Vice President prior to his current position which he was promoted to in 2022.

Before joining Simon, Mr. Frey was an attorney with Alston & Bird LLP and Dechert LLP.

Mr. Kelly joined Simon in 2015 as Senior Finance Counsel and was promoted to Senior Associate, General Counsel in 2020 prior to his current position which he was promoted to in 2022.

Prior to joining Simon, Mr. Kelly was an attorney with Sidley Austin, LLP and Fried, Frank, Harris, Shriver & Jacobson.

December 31, 2021

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

On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan, or the Repurchase Program, through March 31, 2019 and on February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.

The Repurchase Program was not extended.

| | ● | the outstanding amount of Commercial Paper notes as of December 31, 2021 was $500.0 million; and |

Mr. Snyder joined Simon in 2016 as Senior Deputy General Counsel.

Immediately prior to joining Simon, Mr. Snyder was Managing Partner of the Crimson Fulcrum Strategic Institute.

Mr. Snyder previously served as Executive Vice President, General Counsel and Corporate Secretary for Beechcraft Corporation as well as Chief Counsel Mergers & Acquisitions for Koch Industries, Inc. Mr. Snyder was promoted to Assistant General Counsel and Assistant Secretary in 2017.

These properties contain an aggregate of approximately [removed: 175.3] [added: 172.6] million square feet of gross leasable area, or GLA.

Our [removed: 95] [added: 94] malls are generally enclosed centers and range in size from approximately [removed: 260,000] [added: 270,000] to 2.7 million square feet of GLA.

The 14 properties in The Mills generally range in size from 1.2 million to [removed: 2.3] [added: 2.4] million square feet of GLA and are located in major metropolitan areas.

We also have interests in six lifestyle centers and [removed: 15] [added: 13] other retail properties.

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 93.4%] [added: 94.9%] of the owned GLA in malls and Premium Outlets was leased and approximately [removed: 97.6%] [added: 98.2%] of the owned GLA for The Mills was leased.

We wholly own [removed: 131] [added: 130] of our properties, effectively control [removed: 10] [added: 11] properties in which we have a joint venture interest, and hold the remaining [removed: 58] [added: 55] properties through unconsolidated joint venture interests.

We are the managing or co-managing general partner or member of [removed: 190] [added: 188] 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: 2021.][added: 2022.]

| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | [removed: 81.8] [added: 87.2] | % | [removed: 473,672] [added: 473,915] | | Belk, JCPenney, AMC Cinemas |

| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | [removed: 88.5] [added: 96.5] | % | [removed: 499,467] [added: 499,457] | | Macy's, Reliant Medical (15) |

| 3. | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | [removed: 95.5] [added: 97.4] | % | [removed: 2,125,689] [added: 2,121,975] | | Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres |

| 4. | Barton Creek Square | | TX | | Austin | | Fee | | 100.0 | % | Built 1981 | | [removed: 97.9] [added: 96.0] | % | [removed: 1,452,087] [added: 1,450,887] | | Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres |

| 5. | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | 100.0 | % | Built 1970 | | [removed: 93.1] [added: 95.8] | % | [removed: 1,207,129] [added: 1,203,279] | | Macy's, Dillard's (8), JCPenney |

| 6. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | [removed: 97.0] [added: 97.5] | % | [removed: 691,143] [added: 690,651] | | Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel [removed: Furniture (6)] [added: Furniture, Hy-Vee] |

| 7. | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 94.1] [added: 96.2] | % | [removed: 1,281,795] [added: 1,281,227] | | Nordstrom, Macy's (8), [removed: JCPenney] [added: JCPenney, Life Time (6)] |

| 8. | Briarwood Mall | | MI | | Ann Arbor | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 83.1] [added: 92.4] | % | [removed: 978,053] [added: 978,329] | | Macy's, JCPenney, Von Maur, Hilton Garden Inn (15), Towne Place Suites by Marriott (15) |

| 9. | Brickell City Centre [added: (1)] | | FL | | Miami | | Fee | | 25.0 | % (4) | Built 2016 | | [removed: 93.4] [added: 86.9] | % | [removed: 475,606] [added: 476,600] | | Saks Fifth Avenue, Cinemex, EAST Miami Hotel [removed: (15), Luna Park] [added: (15)] |

| 10. | Broadway Square | | TX | | Tyler | | Fee | | 100.0 | % | Acquired 1994 | | [removed: 100.0] [added: 99.0] | % | 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: 94.6] [added: 91.7] | % | [removed: 1,209,347] [added: 1,254,267] | | 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: 87.1] [added: 90.8] | % | 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: 93.7] [added: 94.3] | % | [removed: 1,384,395] [added: 1,381,091] | | Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC Theatres |

| 14. | Cielo Vista Mall | | TX | | El Paso | | Fee and Ground Lease (2027) (7) | | 100.0 | % | Built 1974 | | [removed: 99.8] [added: 99.4] | % | [removed: 1,244,987] [added: 1,245,051] | | Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres |

| 15. | Coconut Point | | FL | | Estero | | Fee | | 50.0 | % (4) | Built 2006 | | [removed: 85.9] [added: 91.8] | % | [removed: 1,197,444] [added: 1,204,908] | | Dillard's, Barnes & [removed: Noble,] [added: Noble (10),] Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, [removed: Hollywood Theatres,] Super Target, Michael's, Total Wine & More, JoAnn Fabrics, [removed: Christmas Tree Shops (6),] [added: CTS,] Home [removed: Centric] [added: Centric, PGA Superstore] (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: 79.2] [added: 81.6] | % | [removed: 609,768] [added: 610,168] | | Target, Dick's Sporting Goods, Bed Bath & [removed: Beyond,] [added: Beyond (13),] Fresh Thyme |

| 17. | Columbia Center | | WA | | Kennewick | | Fee | | 100.0 | % | Acquired 1987 | | [removed: 92.5] [added: 93.9] | % | [removed: 733,755] [added: 763,262] | | Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting [removed: Goods] [added: Goods, JoAnn Fabrics (6)] |

| 18. | Copley Place | | MA | | Boston | | Fee | | 94.4 | % (11) | Acquired 2002 | | [removed: 90.1] [added: 90.7] | % | [removed: 1,263,627] [added: 1,263,516] | | 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: 91.4] [added: 96.1] | % | [removed: 944,159] [added: 944,160] | | Macy's (8), JCPenney, Kohl's |

| 20. | Cordova Mall | | FL | | Pensacola | | Fee | | 100.0 | % | Acquired 1998 | | [removed: 95.7] [added: 98.2] | % | [removed: 925,518] [added: 926,223] | | 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: 96.7] [added: 99.7] | % | [removed: 1,514,626] [added: 1,511,826] | | Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel by Marriott |

| 22. | Del Amo Fashion Center | | CA | | Torrance (Los Angeles) | | Fee | | 50.0 | % (4) | Acquired 2007 | | [removed: 93.9] [added: 95.7] | % | [removed: 2,519,601] [added: 2,524,077] | | 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: 94.0] [added: 93.8] | % | [removed: 1,234,766] [added: 1,234,447] | | Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16) |

| 24. | Empire Mall | | SD | | Sioux Falls | | Fee and Ground Lease (2033) (7) | | 100.0 | % | Acquired 1998 | | [removed: 87.3] [added: 91.4] | % | [removed: 1,027,280] [added: 1,169,321] | | Macy's, JCPenney, Hy-Vee, Dick's Sporting [removed: Goods] [added: Goods, Dillard's (6)] |

| 25. | Falls, The | | FL | | Miami | | Fee | | 50.0 | % (4) | Acquired 2007 | | 98.2 | % | [removed: 709,540] [added: 711,653] | | 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: 95.7] [added: 95.3] | % | [removed: 1,037,175] [added: 1,037,375] | | 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: 93.6] [added: 97.9] | % | [removed: 716,744] [added: 715,809] | | Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15) |

| 28. | Fashion Valley | | CA | | San Diego | | Fee | | 50.0 | % (4) | Acquired 2001 | | [removed: 98.0] [added: 96.7] | % | [removed: 1,728,009] [added: 1,728,327] | | 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: 89.4] [added: 92.8] | % | [removed: 996,245] [added: 996,231] | | 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: 96.8] [added: 96.2] | % | [removed: 1,724,998] [added: 1,727,028] | | Macy's, Dillard's, JCPenney, Sears, H&M, [removed: Forever 21,] Zara, American Girl, Dick's Sporting Goods, Crayola Experience, [added: Primark (6),] 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: 96.2] [added: 98.6] | % | [removed: 659,765] [added: 677,346] | | Caesars Palace Las Vegas Hotel and Casino (15) |

| 32. | Galleria, The | | TX | | Houston | | Fee | | 50.4 | % (4) | Acquired 2002 | | [removed: 96.0] [added: 94.7] | % | [removed: 2,012,383] [added: 2,011,293] | | Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's, The Westin Galleria (15), The Westin Oaks (15), Life Time Tennis |

| ​ | Total Mall GLA | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 107,200,443 | (18) | ​ |

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

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

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

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | (Expiration if | ​ | Legal | ​ | Or | ​ | ​ | ​ | ​ | ​ | ​ |

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

| 1 - 11. | Other Properties | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,614,268 | | ​ |

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

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

U.S. Properties

| Month to Month Leases | ​ | 1,197 | ​ | 4,600,332 | ​ | $ | 54.92 | ​ | 4.6 | % |

| 2023 | ​ | 2,918 | ​ | 11,111,252 | ​ | $ | 57.89 | ​ | 10.6 | % |

| 2024 | ​ | 3,031 | ​ | 11,779,091 | ​ | $ | 53.50 | ​ | 11.7 | % |

| 2025 | ​ | 2,061 | ​ | 7,872,305 | ​ | $ | 59.78 | ​ | 8.7 | % |

| 2026 | ​ | 1,576 | ​ | 6,060,873 | ​ | $ | 57.22 | ​ | 6.4 | % |

| 2027 | ​ | 1,379 | ​ | 5,386,750 | ​ | $ | 59.97 | ​ | 5.9 | % |

| 2028 | ​ | 908 | ​ | 4,539,211 | ​ | $ | 59.60 | ​ | 5.0 | % |

| 2029 | ​ | 835 | ​ | 3,441,590 | ​ | $ | 66.15 | ​ | 4.1 | % |

| 2030 | ​ | 505 | ​ | 2,459,172 | ​ | $ | 66.64 | ​ | 2.9 | % |

| 2031 | ​ | 334 | ​ | 1,801,984 | ​ | $ | 56.17 | ​ | 1.8 | % |

| 2032 | ​ | 395 | ​ | 1,474,071 | ​ | $ | 73.08 | ​ | 2.0 | % |

| 2033 and Thereafter | ​ | 546 | ​ | 2,272,878 | ​ | $ | 49.71 | ​ | 2.2 | % |

| Specialty Leasing Agreements w/ terms in excess of 12 months | ​ | 2,457 | ​ | 6,581,230 | ​ | $ | 19.70 | ​ | 2.5 | % |

| 2023 | ​ | 7 | ​ | 931,571 | ​ | $ | 4.49 | ​ | 0.1 | % |

| 2024 | ​ | 13 | ​ | 1,159,278 | ​ | $ | 8.20 | ​ | 0.2 | % |

| 2027 | ​ | 13 | ​ | 1,765,268 | ​ | $ | 5.19 | ​ | 0.2 | % |

| 2028 | ​ | 15 | ​ | 1,801,202 | ​ | $ | 5.70 | ​ | 0.2 | % |

| 2029 | ​ | 6 | ​ | 626,306 | ​ | $ | 5.35 | ​ | 0.1 | % |

| 2032 | ​ | 4 | ​ | 282,245 | ​ | $ | 22.57 | ​ | 0.1 | % |

| 2033 and Thereafter | ​ | 25 | ​ | 2,820,342 | ​ | $ | 11.31 | ​ | 0.6 | % |

| 2. | ​ | Fukaya-Hanazono Premium Outlets | ​ | Fukaya City (Saitama) | ​ | Ground Lease (2042) | ​ | 40.0 | % | 2022 | ​ | 296,300 | ​ | Adidas, Armani, Bally, Coach, Dsquared2, Furla, Marc Jacobs, Michael Kors, New Balance, Nike, Polo Ralph Lauren, Puma, Theory, Tommy Hilfiger, Tory Burch, Valentino, Vans, Versace | ​ |

| ​ | ​ | Subtotal Japan | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3,910,000 | ​ | ​ | ​ |

| 4. | ​ | Subtotal Roermond | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 298,000 | ​ | ​ | ​ |

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

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

Reducing our greenhouse gas emissions is a central commitment to reducing our environmental impact.

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

| 40. | Livingston Mall | | NJ | | Livingston (New York) | | Fee | | 100.0 | % | Acquired 1998 | | 94.7 | % | 968,748 | | Macy's, Barnes & Noble |

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

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

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

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

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

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

| 2023 | ​ | 2,744 | ​ | 10,870,312 | ​ | $ | 57.33 | | ​ | 10.4 | | | % |

| 2024 | ​ | 2,545 | ​ | 10,148,796 | ​ | $ | 54.59 | | ​ | 10.5 | | | % |

| 2025 | ​ | 1,559 | ​ | 6,342,247 | ​ | $ | 62.44 | | ​ | 7.5 | | | % |

| 2026 | ​ | 1,506 | ​ | 5,711,401 | ​ | $ | 57.12 | | ​ | 6.1 | | | % |

| 2027 | ​ | 941 | ​ | 3,996,411 | ​ | $ | 60.60 | | ​ | 4.6 | | | % |

| 2028 | ​ | 749 | ​ | 3,388,618 | ​ | $ | 63.78 | | ​ | 4.1 | | | % |

| 2029 | ​ | 735 | ​ | 3,151,125 | ​ | $ | 66.89 | | ​ | 3.8 | | | % |

| 2030 | ​ | 457 | ​ | 2,159,987 | ​ | $ | 67.28 | | ​ | 2.6 | | | % |

| 2031 | ​ | 294 | ​ | 1,600,032 | ​ | $ | 56.87 | | ​ | 1.6 | | | % |

| 2032 and Thereafter | ​ | 467 | ​ | 2,158,120 | ​ | $ | 46.69 | | ​ | 2.0 | | | % |

| Specialty Leasing Agreements w/ terms in excess of 12 months | ​ | 2,597 | ​ | 6,874,720 | ​ | $ | 17.91 | | ​ | 2.3 | | | % |

| 2022 | ​ | 2 | ​ | 338,166 | ​ | $ | 4.98 | | ​ | 0.0 | | | % |

| 2023 | ​ | 16 | ​ | 2,110,674 | ​ | $ | 4.76 | | ​ | 0.2 | | | % |

| 2024 | ​ | 16 | ​ | 1,465,287 | ​ | $ | 8.10 | | ​ | 0.2 | | | % |

| 2027 | ​ | 12 | ​ | 1,682,163 | ​ | $ | 3.93 | | ​ | 0.1 | | | % |

| 2028 | ​ | 6 | ​ | 622,099 | ​ | $ | 7.12 | | ​ | 0.1 | | | % |

| 2029 | ​ | 5 | ​ | 556,306 | ​ | $ | 4.51 | | ​ | 0.0 | | | % |

| 2032 and Thereafter | ​ | 22 | ​ | 2,323,486 | ​ | $ | 13.48 | | ​ | 0.6 | | | % |

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

| ​ | ​ | Subtotal Japan | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 3,613,700 | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Phase 3 - 2021 | ​ | ​ | ​ | ​ | ​ |

| (2) | Property completed an expansion in 2021. |

At Simon, we define and implement sustainability and Environmental, Social and Governance, or ESG, initiatives into all aspects of our business; from how we plan, develop, and operate our properties, to how we do business with our customers, engage with our communities, and create a healthy, safe, productive, and positive work environment for our employees.

Our sustainability framework focuses on four key areas: Customers, Communities, Environment, and Employees.

The health and safety of all who work in and visit our properties has and continues to be our top priority, and beginning in 2020 and sustained through 2021, we enrolled and successfully achieved the International WELL Building Institute’s (WELL) third party verified WELL Health-Safety Rating for Facility Operations and Management for over 200 properties in our portfolio.

This rating was earned primarily as a result of our emergency management program and the implementation of Simon’s rigorous COVID-19 exposure mitigation protocols.

To learn more about our Health-Safety efforts and rating visit: www.simon.com/health.

Since 2003, we have measured our environmental impact and utilized sustainability to reduce this impact while achieving cost efficiencies in our operations by implementing a range of energy management practices.

As a result, we have reduced our energy consumption every year since 2003.

In this period, excluding new developments, we have reduced the energy usage over which we have direct control, by 540 million kWh, representing a 51% reduction across a portfolio of comparable properties.

In recent years, we have ramped up these efforts, and from 2013-2020 have achieved an energy use reduction of 370 million kWh, representing a 41% reduction in a seven-year period, accounting for 69% of total reductions achieved since 2003.

Our reduction in greenhouse gas emissions resulting from our energy management efforts since 2003 is 384,962 metric tons of CO2e.

The number of holders of record of common stock outstanding was [removed: 1,102] [added: 1,109] as of January 31, [removed: 2022.][added: 2023.]

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

Common stock cash dividends [added: paid] during [removed: 2020] [added: 2022] aggregated [removed: $4.70] [added: $6.90] per share.

On February [removed: 7, 2022,] [added: 6, 2023,] Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of [removed: 2022] [added: 2023] of [removed: $1.65] [added: $1.80] per share, payable on March 31, [removed: 2022] [added: 2023] to shareholders of record on March 10, [removed: 2022.][added: 2023.]

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, [removed: 2021.][added: 2022.]

There were no unregistered purchases of equity securities made by Simon during the quarter ended December 31, [removed: 2021.][added: 2022.]

The number of holders of record of units was [removed: 228] [added: 240] as of January 31, [removed: 2022.][added: 2023.]

Distributions during [removed: 2020] [added: 2022] aggregated [removed: $4.70] [added: $6.90] per unit.

On February [removed: 7, 2022,] [added: 6, 2023,] Simon’s Board of Directors declared a quarterly cash distribution for the first quarter of [removed: 2022] [added: 2023] of [removed: $1.65] [added: $1.80] per unit, payable on March 31, [removed: 2022] [added: 2023] to unitholders of record on March 10, [removed: 2022.][added: 2023.]

There were no unregistered sales of equity securities made by the Operating Partnership during the quarter ended December 31, [removed: 2021.][added: 2022.]

During the quarter ended December 31, [removed: 2021,] [added: 2022,] the Operating Partnership redeemed [removed: 15,219] [added: 810] units from [removed: five] [added: a] limited [removed: partners] [added: partner] for [removed: $2.2] [added: $0.09] million in cash.

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

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 24, 2022] [added: 23, 2023] | ​ |

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion thereon.

| _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 Company’s process for [removed: purchase accounting for the] [added: evaluating] investment [removed: in TRG,] [added: properties for impairment,] including controls over management’s review of the [added: significant] assumptions described above. [removed: ​] To test the Company’s [removed: purchase accounting for the] [added: evaluation of] investment [removed: in TRG,] [added: properties for impairment,] we performed audit procedures that included, among others, assessing the methodologies [removed: used in the valuation models,] [added: applied,] evaluating the [added: significant] assumptions [removed: used by management in its allocation of the purchase price to the various components of excess investment,] [added: discussed above] and testing the completeness and accuracy of the underlying data [removed: supporting the assumptions.] [added: used by management in its analysis.] We compared [added: the] significant assumptions used [removed: to external market data] [added: by management] to [removed: assess whether the assumptions were] [added: current industry and economic trends, relevant] market [removed: supported.] [added: information, and other applicable sources.] We [added: also] involved [removed: our] [added: a] valuation [removed: specialists] [added: specialist] to assist in [removed: the assessment of the methodology utilized by the Company and to test] [added: evaluating] certain [removed: of the assumptions including capitalization rates and the valuation of land. We also] [added: assumptions. In addition, we] compared the forecasted cash flows and operating income before depreciation and amortization [removed: used in the valuations] to historical actual results and [removed: market-supported data,] evaluated significant variances, including consideration of the current economic [removed: environment,] [added: environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates] and performed [removed: certain] sensitivity analyses [added: of significant assumptions] to evaluate the [removed: impact on the purchase accounting allocations. We also tested] [added: changes in] the [removed: completeness and accuracy] [added: undiscounted cash flows] of the [removed: underlying data included] [added: related investment property that would result from changes] in the [removed: valuation models.] [added: assumptions.] |

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

| _Description of the Matter_ | [added: | |] ​ | [added: | |] At December 31, [removed: 2021,] [added: 2022,] the [removed: Company’s] [added: Partnership’s] consolidated net investment properties totaled [removed: $22.3] [added: $21.8] billion. [removed: In addition, a significant number of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG hold investment properties.] As discussed in Note 3 to the consolidated financial statements, the [removed: Company] [added: Partnership] reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The [removed: Company] [added: Partnership] estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. ​ 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 [removed: amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.] |

| [removed: How] [added: _How] We Addressed the Matter in Our [removed: Audit] [added: 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 investment properties 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 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: ​] |

| _Description of the Matter_ | ​ | At December 31, [removed: 2021,] [added: 2022,] the carrying value of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled [removed: $8.0] [added: $8.1] billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income before depreciation and amortization, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. [removed: ​] Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of the investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. [removed: ​] |

| [removed: _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 Company’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. ​] To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed [added: 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: | | | | 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 [added: forecasted cash flows and operating income before depreciation and amortization to] historical [added: 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: The] [added: To the] Partners of Simon Property Group, L.P. and the Board of Directors of Simon Property Group, [removed: Inc.:][added: Inc.]

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 24, 2022,] [added: 23, 2023,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 24, 2022,] [added: 23, 2023,] expressed an unqualified opinion thereon.

| _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 Partnership’s process for [removed: purchase accounting for the investment] [added: evaluating investments] in [removed: TRG,] [added: unconsolidated entities for impairment,] including controls over management’s review of the [added: significant] assumptions described above. ​ To test the Partnership’s [removed: purchase accounting for the investment] [added: evaluation of investments] in [removed: TRG,] [added: unconsolidated entities for impairment,] we performed audit procedures that included, among others, assessing the methodologies [removed: used in the valuation models,] [added: applied,] evaluating the [added: significant] assumptions [removed: used by management in its allocation of the purchase price to the various components of excess investment,] [added: discussed above] and testing the completeness and accuracy of [removed: the underlying] data [removed: supporting the assumptions. We compared significant assumptions] used [removed: 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 [removed: the Partnership and to test certain of the assumptions including capitalization rates and the valuation of land.] [added: management in its analysis.] We [removed: also] compared the [removed: forecasted cash flows and operating income before depreciation and amortization used in the valuations to historical actual results and market-supported data, evaluated] significant [removed: 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. |] [added: assumptions used by] |

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

| _Description of the Matter_ | | | ​ | | | [removed: | |] At December 31, [removed: 2021,] [added: 2022,] the [removed: Partnership’s consolidated net investment properties totaled $22.3 billion. In addition, a significant number] [added: carrying value] of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG [removed: hold investment properties.] [added: totaled $8.1 billion.] As [removed: discussed] [added: explained] in Note 3 to the consolidated financial statements, the Partnership reviews [removed: investment properties] [added: investments in unconsolidated entities] for impairment [removed: on a property-by-property basis to identify and evaluate] [added: if] events or changes in circumstances [removed: that] indicate [added: that] the carrying value of an investment [removed: property] [added: in an unconsolidated entity] may not be recoverable. [removed: The] [added: 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 [added: assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing] estimates [removed: undiscounted] [added: of forecasted] cash flows [added: or operating income before depreciation and amortization to support the recoverability] of [added: the carrying amount of the investment. When required, the Partnership estimates the fair value of] an investment [removed: property] [added: and assesses whether any impairment is other than temporary] using observable and unobservable inputs such as historical and forecasted cash [removed: flows,] [added: flows or] operating income before depreciation and amortization, estimated capitalization [added: and discount] rates, [added: or relevant market multiples,] leasing prospects and local market information. ​ Auditing management’s evaluation of [removed: investment properties] [added: investments in unconsolidated entities] for impairment was complex due to the estimation uncertainty in determining the [removed: undiscounted] [added: forecasted] cash [removed: flows] [added: flows, operating income before depreciation and amortization, estimated fair value] of [removed: an] [added: the] investment [removed: property.] [added: and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary.] In particular, the impairment evaluation for [removed: investment properties] [added: these investments] was sensitive to significant assumptions such as forecasted cash [removed: flows and] [added: flows,] operating income before depreciation and amortization, [added: relevant market multiples,] and capitalization [added: and discount] rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. | [removed: | |]

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

| _Description of the Matter_ | [removed: | |] ​ | [removed: | | | |] At December 31, [removed: 2021, the carrying value of] [added: 2022,] the [removed: Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG] [added: Company’s consolidated net investment properties] totaled [removed: $8.0] [added: $21.8] billion. As [removed: explained] [added: discussed] in Note 3 to the consolidated financial statements, the [removed: Partnership] [added: Company] reviews [removed: investments in unconsolidated entities] [added: investment properties] for impairment [removed: if] [added: on a property-by-property basis to identify and evaluate] events or changes in circumstances [removed: indicate] that [added: indicate] the carrying value of an investment [removed: in an unconsolidated entity] [added: property] may not be recoverable. [removed: 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 [removed: evaluation of operating conditions may include developing] [added: Company] estimates [removed: of forecasted] [added: undiscounted] cash flows [removed: or operating income before depreciation and amortization to support the recoverability] of [removed: the carrying amount of the investment. When required, the Partnership estimates the fair value of] an investment [removed: and assesses whether any impairment is other than temporary] [added: property] using observable and unobservable inputs such as historical and forecasted cash [removed: flows or] [added: flows,] operating income before depreciation and amortization, estimated capitalization [removed: and discount] rates, [removed: or relevant market multiples,] leasing prospects and local market information. [removed: ​ Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of the investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.] | [removed: | |]

| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February [removed: 24, 2022] [added: 23, 2023] | ​ |

| ​ | [added: ​] | [removed: December] [added: Ended December] 31, | | | [removed: December 31,] | | | [added: | |]

| ​ | [removed: ​] | [added: 2022 | | |] 2021 | | [removed: ​] | 2020 | | |

| [removed: ASSETS: | ​] [added: Assets:] | ​ | ​ | ​ | ​ | ​ | ​ |

| Investment properties, at cost | ​ | $ | [removed: 37,932,366] [added: 38,326,912] | ​ | $ | [removed: 38,050,196] [added: 37,932,366] | ​ |

| Less - accumulated depreciation | ​ | | [removed: 15,621,127] [added: 16,563,749] | ​ | | [removed: 14,891,937] [added: 15,621,127] | ​ |

| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, beginning of period] | ​ | | 533,936 | ​ | | 1,011,613 | ​ | [added: | 669,373 |]

| Tenant receivables and accrued revenue, net | ​ | | [removed: 919,654] [added: 823,540] | ​ | | [removed: 1,236,734] [added: 919,654] | ​ |

| Investment in TRG, at equity | ​ | | [removed: 3,305,102] [added: 3,074,345] | ​ | | [removed: 3,451,897] [added: 3,305,102] | ​ |

| Investment in Klépierre, at equity | ​ | | [removed: 1,661,943] [added: 1,561,112] | ​ | | [removed: 1,729,690] [added: 1,661,943] | ​ |

| Investment in other unconsolidated entities, at equity | ​ | ​ | [removed: 3,075,375] [added: 3,511,263] | ​ | ​ | [removed: 2,603,571] [added: 3,075,375] | ​ |

| Right-of-use assets, net | ​ | ​ | [removed: 504,119] [added: 496,930] | ​ | ​ | [removed: 512,914] [added: 504,119] | ​ |

| Investments held in trust - special purpose acquisition company | ​ | ​ | [removed: 345,000] [added: \-] | ​ | ​ | [removed: —] [added: 345,000] | ​ |

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

| ​ | ​ | |

| | | Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |

| _How We Addressed 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 investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. |

| Indianapolis, Indiana February 23, 2023 | ​ |

| Indianapolis, Indiana February 23, 2023 | ​ |

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

| ​ | | | ​ | | | ​ ​ |

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

| *​* | ​ | | | ​ ​ | | |

| *​* | ​ | | | ​ ​ | | |

| ​ | | ​ | | | ​ ​ | |

| ​ | ​ | 2022 | | ​ | 2021 | | |

| ​ | ​ | | 21,763,163 | ​ | | 22,311,239 | ​ |

| Cash and cash equivalents | ​ | | 621,628 | ​ | | 533,936 | ​ |

| Liquidiation of special purpose acquisition company | ​ | | (345,000) | ​ | | — | ​ | | — |

| Redemption of limited partner units (14,740 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1,708) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (144) | ​ | ​ | (1,852) | ​ |

| Treasury stock purchase (1,830,022 shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (180,387) | ​ | ​ | ​ | ​ | ​ | (180,387) | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (24,427) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (3,692) | ​ | ​ | (28,119) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 20,313 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,772 | ​ | ​ | 23,085 | ​ |

| Balance at December 31, 2022 | ​ | $ | 41,435 | ​ | $ | 34 | ​ | $ | (164,873) | ​ | $ | 11,232,881 | ​ | $ | (5,926,974) | ​ | $ | (2,043,979) | ​ | $ | 473,128 | ​ | $ | 3,611,652 | ​ |

| ​ | ​ | 2022 | | ​ | 2021 | | |

| ​ | ​ | | 21,763,163 | ​ | | 22,311,239 | ​ |

| Cash and cash equivalents | ​ | | 621,628 | ​ | | 533,936 | ​ |

| Tenant receivables and accrued revenue, net | ​ | | 823,540 | ​ | | 919,654 | ​ |

| Investment in TRG, at equity | ​ | | 3,074,345 | ​ | | 3,305,102 | ​ |

| Investment in Klépierre, at equity | ​ | | 1,561,112 | ​ | | 1,661,943 | ​ |

| Investment in other unconsolidated entities, at equity | ​ | ​ | 3,511,263 | ​ | ​ | 3,075,375 | ​ |

| Right-of-use assets, net | ​ | ​ | 496,930 | ​ | ​ | 504,119 | ​ |

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

| Deferred costs and other assets | ​ | | 1,159,293 | ​ | | 1,121,011 | ​ |

| Total assets | ​ | $ | 33,011,274 | ​ | $ | 33,777,379 | ​ |

| Accounts payable, accrued expenses, intangibles, and deferred revenues | ​ | | 1,491,583 | ​ | | 1,433,216 | ​ |

| Cash distributions and losses in unconsolidated entities, at equity | ​ | | 1,699,828 | ​ | | 1,573,105 | ​ |

| Other liabilities | ​ | | 535,736 | ​ | | 540,912 | ​ |

| Total liabilities | ​ | | 29,187,383 | ​ | | 29,376,654 | ​ |

| Total equity | ​ | | 3,611,652 | ​ | | 3,852,985 | ​ |

| Total liabilities and equity | ​ | $ | 33,011,274 | ​ | $ | 33,777,379 | ​ |

| Lease income | ​ | $ | 4,905,175 | ​ | $ | 4,736,719 | ​ | $ | 4,302,367 | ​ |

| Management fees and other revenues | ​ | | 116,904 | ​ | | 106,483 | ​ | | 96,882 | ​ |

| --- | --- |

| ​ | ​ | | | |

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

| *​* | | ​ | | 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. |

| *​* | ​ | | ​ ​ | |

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

| *​* | ​ | ​ ​ |

| ​ | | | ​ | | | | | ​ ​ | | |

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

| *​* | | | | | ​ | | | | | 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 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. ​ | | |

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

| ​ | | ​ | | | | | ​ ​ | | | |

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

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

| Balance at December 31, 2018 | ​ | $ | 42,748 | ​ | $ | 32 | ​ | $ | (126,017) | ​ | $ | 9,700,418 | ​ | $ | (4,893,069) | ​ | $ | (1,427,431) | ​ | $ | 500,275 | ​ | $ | 3,796,956 | ​ |

| Redemption of limited partner units (43,255 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (6,453) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (393) | ​ | ​ | (6,846) | ​ |

| Treasury stock purchase (2,247,074 shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (359,773) | ​ | ​ | ​ | ​ | ​ | (359,773) | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1,489) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (361) | ​ | ​ | (1,850) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,413 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,023 | ​ | | 8,436 | ​ |

| CASH AND CASH EQUIVALENTS, beginning of period | ​ | | 1,011,613 | ​ | | 669,373 | ​ | | 514,335 | ​ |

| Balance at December 31, 2018 | ​ | $ | 42,748 | ​ | $ | 3,253,933 | ​ | $ | 492,877 | ​ | $ | 7,398 | ​ | $ | 3,796,956 | ​ |

| Redemption of limited partner units (43,255 units) | ​ | ​ | ​ | ​ | ​ | (6,453) | ​ | ​ | (393) | ​ | ​ | ​ | ​ | ​ | (6,846) | ​ |

| Treasury unit purchase (2,247,074 units) | ​ | ​ | ​ | ​ | ​ | (359,773) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (359,773) | ​ |

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

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | (1,489) | ​ | ​ | (361) | ​ | ​ | ​ | ​ | ​ | (1,850) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | 7,413 | ​ | ​ | 1,023 | ​ | ​ | ​ | ​ | ​ | 8,436 | ​ |

| Distributions, excluding distributions on preferred interests classified as temporary equity | ​ | ​ | (3,337) | ​ | ​ | (2,555,607) | ​ | ​ | (388,541) | ​ | ​ | (2,446) | ​ | ​ | (2,949,931) | ​ |

| ​ | ​ | $ | 1,121,011 | ​ | $ | 1,082,168 | ​ |

| 2022 | ​ | $ | 5,957 | ​ | $ | (7,877) | ​ | $ | (1,920) | |

| 2023 | | ​ | 4,470 | | ​ | (5,511) | | ​ | (1,041) | ​ |

| 2024 | | ​ | 3,510 | | ​ | (3,733) | | ​ | (223) | ​ |

| 2025 | | ​ | 2,374 | | ​ | (1,564) | | ​ | 810 | ​ |

| 2026 | | ​ | 1,581 | | ​ | (459) | | ​ | 1,122 | ​ |

| Thereafter | | ​ | 3,721 | | ​ | (27) | | ​ | 3,694 | ​ |

| ​ | ​ | $ | 21,613 | ​ | $ | (19,171) | ​ | $ | 2,442 | ​ |

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: 2021.][added: 2022.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2022] [added: 2023] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

Item 14.

Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP (PCAOB ID: 42), or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services.

The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts.

These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.

We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating Partnership’s independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties.

Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2022 and 2021, respectively:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | ​ | 2022 | | ​ | 2021 |

| Audit Fees (1) | ​ | $ | 4,716,000 | ​ | $ | 5,444,000 |

| Audit Related Fees (2) | ​ | | 5,280,000 | ​ | | 4,890,000 |

| Tax Fees (3) | ​ | | 464,000 | ​ | | 276,000 |

| All Other Fees | ​ | | — | ​ | | — |

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

| --- | --- |

| (2) | Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements, services related to pre-implementation reviews of certain information technology applications, audit services related to our employee benefit plan, and due diligence services for our managed consolidated and joint venture entities and our consolidated non-managed entities. Our share of these Audit-Related Fees was approximately 60% and 57% for the years ended 2022 and 2021, respectively. |

| --- | --- |

| (3) | Tax Fees include fees for international and other tax consulting services, tax due diligence and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services. Our share of these Tax Fees was approximately 81% and 71% for 2022 and 2021, respectively. |

| --- | --- |

Part IV

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

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, Inc. [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ConsolidatedBalanceSheets_715324)] [added: 2021](#ConsolidatedBalanceSheets_715324)] | 87 |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#StatementsofOperationsandComprehensive_2)] [added: 2020](#StatementsofOperationsandComprehensive_2)] | 88 |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#CashFlows_364864)] [added: 2020](#CashFlows_364864)] | 89 |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#Equity_75278)] [added: 2020](#Equity_75278)] | 90 |

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, L.P. [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ConsolidatedBalanceSheets_873302)] [added: 2021](#ConsolidatedBalanceSheets_873302)] | 92 |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofOperations_36940)] [added: 2020](#ConsolidatedStatementsofOperations_36940)] | 93 |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofCashFlows_576011)] [added: 2020](#ConsolidatedStatementsofCashFlows_576011)] | 94 |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ConsolidatedStatementsofEquity_561160)] [added: 2020](#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: 147] [added: 148] |

| ​ | ​ | [Notes to Schedule III](#Notes_to_ScheduleIII) | [removed: 153] [added: 154] |

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

| 4.2 | | | [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/1063761/000155837022001845/spg-20211231ex42a3a0185.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex4d2.htm)] |

| 10.45* | ​ | | [Form of Simon Property Group Series 2019 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1022344/000104746916012892/a2228363zex-10_1.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1022344/000155837019007355/spg-20190630ex1020195b8.htm)] | |

| 10.46* | ​ | | [Form of Certificate of Designation of Series 2019 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1022344/000104746916012892/a2228363zex-10_2.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/1022344/000155837019007355/spg-20190630ex103a35365.htm)] | |

| 10.47 | ​ | | [Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of March 16, 2020 (incorporated by reference to Exhibit 99.2 of Simon Property Group Inc.’s and Simon Property Group, L.P.’s Current Report on Form 8-K filed March 16, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1022344/000110465917017683/a17-8464_1ex99d2.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1022344/000110465920033723/tm2012793d1_ex99-2.htm)] | |

| 10.51 | ​ | | [Second Amended and Restated $3,500,000,000 Credit Agreement dated as of October 26, 2021 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed October 28, 2021).](https://www.sec.gov/Archives/edgar/data/1022344/000110465921131088/tm2131140d1_ex99-2.htm) | [added: |]

| 10.52 | ​ | | [Amendment No. 1 to Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of November 4, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex1052fae30.htm)] [added: 2021 (incorporated by reference to Exhibit 10.52 of Simon Property Group, Inc.’s and Simon Property Group L.P.’s Annual Report on Form 10-K filed February 24, 2022).](https://www.sec.gov/Archives/edgar/data/1022344/000155837022001845/spg-20211231ex1052fae30.htm)] | [added: |]

| 21.1 | ​ | | [List of Subsidiaries of Simon Property Group Inc. and Simon Property Group, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex2116b3afd.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex21d1.htm)] | [added: |]

| 23.1 | ​ | | [Simon Property Group, Inc. — Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex231457068.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex23d1.htm)] | [added: |]

| 23.2 | ​ | | [Simon Property Group, L.P. — Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex232ca2f2a.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex23d2.htm)] | [added: |]

| 31.1 | ​ | | [Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex31109179a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex31d1.htm)] | [added: |]

| 31.2 | ​ | | [Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex312372b95.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex31d2.htm)] | [added: |]

| 31.3 | ​ | | [Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex313303de4.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex31d3.htm)] | [added: |]

| 31.4 | ​ | | [Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex314ebda37.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex31d4.htm)] | [added: |]

| 32.1 | ​ | | [Simon Property Group, Inc. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex3212774dc.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex32d1.htm)] | [added: |]

| 32.2 | ​ | | [Simon Property Group, L.P. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837022001845/spg-20211231ex3221d2bfc.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex32d2.htm)] | [added: |]

| 101.INS | ​ | | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | [added: |]

| 101.SCH | ​ | | Inline XBRL Taxonomy Extension Schema Document | [added: |]

| 101.CAL | ​ | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | [added: |]

| 101.LAB | ​ | | Inline XBRL Taxonomy Extension Label Linkbase Document | [added: |]

| 101.PRE | ​ | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | [added: |]

| | ​ | Date: February [removed: 24, 2022] [added: 23, 2023] |

| ​ | ​ | Date: February [removed: 24, 2022] [added: 23, 2023] |

| /s/ DAVID SIMON | ​ | Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ HERBERT SIMON | ​ | Chairman Emeritus and Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ RICHARD S. SOKOLOV | ​ | Vice Chairman and Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ LARRY C. GLASSCOCK | ​ | Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ REUBEN S. LEIBOWITZ | ​ | Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ J. ALBERT SMITH, JR. | ​ | Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ KAREN N. HORN | ​ | Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |

| /s/ ALLAN HUBBARD | ​ | Director | ​ | February [removed: 24, 2022] [added: 23, 2023] |