Simon Property Group (SPG) 10-K risk factor changes: FY2023 vs FY2022

| | ● | Acts of violence, civil unrest or criminal [removed: activity and] [added: activity,] actual or threatened terrorist attacks [added: and inappropriate and unacceptable behavior by consumers at our properties] could adversely affect our business operations. |

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

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

| | ● | Provisions in Simon’s charter and [removed: by-laws] [added: by\-laws] and in the Operating Partnership’s partnership agreement could prevent a change of control. |

| | ● | Disruption in the capital and credit markets may [added: increase the cost of capital and may] adversely affect our ability to access external financings for our growth and ongoing debt service requirements. |

| | ● | We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our [removed: information] [added: computer systems, hardware,] technology [removed: (IT) networks] [added: infrastructure, online sites] and related systems. |

| | ● | Our success depends, in part, on our ability to attract, [added: motivate,] retain and develop talented employees, and our failure to do so, including the loss of any one of our key personnel, could adversely impact our business. |

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

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

| | ● | [removed: significant] reductions in international travel and tourism, resulting in fewer international retail consumers; |

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

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

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

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

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

Any lease modification could be unfavorable to us as the lessor and could decrease [removed: current or future effective rents or expense recovery charges.]

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

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

[added: 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.

If we fail to identify and secure the right blend of tenants at our newly developed and existing [removed: properties,] [added: properties that offer diversified categories and uses, such as retail, specialty entertainment, restaurants, and health and wellness, and that keep up with evolving customer preferences,] our properties may not appeal to the communities they serve.

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

Additionally, an oversupply of [removed: retail properties] [added: space] in the [removed: broader market] [added: trade areas in which our properties operate] could reduce market rents, negatively impacting the terms upon which we lease our properties.

Acts of violence, civil unrest or criminal [removed: activity and] [added: activity,] actual or threatened terrorist attacks [added: and inappropriate and unacceptable behavior by consumers at our properties] 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 [removed: prevent.][added: prevent, and recently there has been an increased risk of organized retail crime and physical violence, the severity and frequency of which varies by market and location.]

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 [added: foot] traffic and decreased sales at our properties, directly and indirectly impacting our revenue and overall asset value.

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 [removed: store.][added: store]

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

[removed: The COVID-19 pandemic has had, and resurgences or variants or other epidemics,] [added: Epidemics,] pandemics or [added: other] health crises could have, a material negative impact on economic and market conditions around the world and an adverse impact on economic activity in retail real [removed: estate.][added: estate, as occurred during the height of the COVID-19 pandemic.]

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

Even without strict governmental restrictions, [added: such as those put in place during] the [added: COVID-19 pandemic, the] willingness of consumers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates of disease, the [removed: emergence of new variants, the] development, availability, distribution, effectiveness and acceptance of existing and new vaccines, the effectiveness and availability of cures or treatments, and overall sensitivity to risks associated with the transmission of diseases.

[removed: 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: were, and] may be [removed: 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 [removed: travel.][added: travel, as was the case during the COVID-19 pandemic.]

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

| | ● | the increased popularity and [added: further] utilization of e-commerce; |

| | ● | our ability to renew leases or re-lease available space in our properties on favorable terms or at all, including as a result of a deterioration in the economic and market conditions in the markets in which we own properties or due to restrictions intended to prevent the spread of disease, including any [removed: 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, [removed: all of] which [removed: were experienced during the COVID-19 pandemic and which] may affect our or our tenants' ability to access capital necessary to fund our or their respective business operations or repay, refinance or renew maturing liabilities on a timely basis, on attractive terms, or at all and may adversely affect the valuation of financial assets and liabilities, any of which could affect our and our tenants' ability to meet liquidity and capital expenditure requirements; |

| | ● | a refusal or failure of one or more lenders under our [added: existing or future] credit [removed: facility] [added: facilities] to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements; |

A [removed: number] [added: material amount] of our [removed: properties] [added: share of NOI is derived in states such as Florida, California, Texas and New York which] are located in areas [added: which may be] subject to a higher risk of natural disasters such as [removed: earthquakes, fires, hurricanes, floods,] tornados, [removed: hail] [added: floods, blizzards, hurricanes, heatwaves, fires, drought, earthquakes] or tsunamis.

The occurrence of natural disasters at any of our properties, which could [removed: become] [added: occur] more [removed: intense] [added: frequently, increase in intensity] and [added: may become] more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact our tenants and the tenant demand for lease space.

[removed: If] insurance is [removed: unavailable to us or is unavailable on acceptable terms, or our insurance is] not adequate to cover losses from these events, we could be materially and adversely affected.

Due to changes in weather patterns caused by climate change, our properties in certain markets [added: including Florida, California, Texas and New York, where we derive a material amount of our share of NOI] could experience increases in storm [removed: intensity] [added: intensity, storm frequency] and [added: be impacted by] rising sea levels.

current or future effective rents or expense recovery charges.

If we elect to pursue a “mixed use”

Although we cannot determine the severity of any such measures in the future, which depend on the government's recognition of the negative impacts on local communities and infrastructure resulting from future mandates and associated government responses, any restrictions could negatively impact us, our tenants and consumer behavior.

In addition, some of our properties are located at or within a close

If insurance is unavailable to us or is unavailable on acceptable terms, or our

Additionally, the occurrence of natural disasters at our corporate headquarters or one of our satellite offices could affect our ability to carry on business functions that are critical to our financial and operational viability.

| | ● | we may not be able to integrate an acquisition into our existing operations successfully; and |

Other

In addition, some of the domestic and foreign jurisdictions in which we operate could mandate additional ESG disclosure and impose additional requirements on us.

For example, in October 2023, California passed two bills that require certain companies that do business in California to disclose their GHG emissions and climate-related financial risks starting in 2026.

Systems may be critical to the operations of certain of our tenants.

We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services.

And we collect, maintain and process confidential, sensitive, and proprietary information about investors, tenants, partners, businesses, our employees, and others, including personally identifiable information, as well as confidential, sensitive, and proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information.

The risk of a cyber incident has generally increased as the number, intensity and sophistication of attempted attacks have increased globally, including by computer hackers, foreign governments, information service interruptions and cyber terrorists, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware.

Techniques used in cyber incidents evolve frequently, may originate from less regulated and remote areas of the world and be difficult to detect and may not be recognized until launched against a target.

For example, unauthorized parties, whether within or outside the Company, may disrupt or gain access to our IT Systems, those of our tenants, or those of other third parties with whom we do business, through human error, misfeasance, fraud, trickery, or other forms of deceit, including break-ins, use of stolen credentials, social engineering, phishing, computer viruses or other malicious codes, and similar means of unauthorized and destructive tampering.

As have many companies, we and our third party vendors have been impacted by security incidents in the past and will likely continue to experience security incidents of varying degrees.

While we do not believe these incidents have had a material impact to date, as our reliance on technology increases, so do the risks of a security incident.

The occurrence of any of the foregoing risks could have a material adverse effect on us.

In addition, our processing of Confidential Information, including personally identifiable information, subjects us to various federal, state and local laws, regulations and industry standards governing the collection, use, storage, sharing, transmission and other processing of personal information.

The regulatory environment surrounding information security and privacy is increasingly demanding, with frequent imposition of new and changing requirements that are subject to differing interpretations.

Any failure or perceived failure by us to comply with laws, regulations, policies or regulatory guidance relating to privacy or data security may result in governmental investigations and enforcement actions, litigation, fines and penalties or adverse publicity and could cause our investors to lose trust in us, which could have an adverse effect on our reputation and business.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.

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

​

seeking of a lease modification with us.

Tenant preferences

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.

Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties.

by the parties in connection with any such substances.

in economic, industry, or other conditions may be limited.

REIT owns will be less than 25% (or, in the case of securities of TRSs, 20%) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations.

including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions.

ability to pay principal and interest on our debt and our ability to make distributions to our stockholders.

decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture.

under a guaranty.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, hardware or software corruption or failure or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), service provider error or failure, intentional or unintentional actions by employees (including the failure to follow our security protocols) and other significant disruptions of our IT networks and related systems.

Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, including making recent upgrades to our IT programs through significant capital investment, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.

We may also face significant disruptions due to natural disasters or other critical incidents.

As of December 31, [removed: 2022,] [added: 2023,] we owned or held an interest in [removed: 196] [added: 195] income-producing properties in the United States, which consisted of [removed: 94] [added: 93] malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico.

We also own an [removed: 80%] [added: 84%] noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia.

Internationally, as of December 31, [removed: 2022,] [added: 2023,] we had ownership in [removed: 34] [added: 35] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada.

As of December 31, [removed: 2022,] [added: 2023,] 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.

| | ● | 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 [removed: $4.0] [added: $5.0] 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 |

We consider FFO, [removed: 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.

Diluted earnings per share and diluted earnings per unit [removed: decreased $0.32] [added: increased $0.46] during [removed: 2022] [added: 2023] to [removed: $6.52] [added: $6.98] as compared to [removed: $6.84] [added: $6.52] in [removed: 2021.][added: 2022.]

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

| | ● | [removed: a gain] [added: pre-tax gains] in [removed: 2021] [added: 2023] on the disposal, exchange, or revaluation of equity interests of [removed: $178.7] [added: $362.0] million, or [removed: $0.48] [added: $0.97] per diluted share/unit, of which [removed: $159.8] [added: $204.9] million, or [removed: $0.43] [added: $0.55] per diluted share/unit, was non-cash, |

| | ● | decreased income from unconsolidated entities of [removed: $134.9] [added: $272.3] million, or [removed: $0.36] [added: $0.73] per diluted share/unit, the majority of which is due to unfavorable year-over-year operations from [removed: our] other platform [removed: 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,] [added: investments,] |

| | ● | an unrealized [removed: unfavorable] [added: favorable] change in fair value of publicly traded equity instruments [added: and derivative instrument, net] of [removed: $53.1] [added: $73.1] million, or [removed: $0.14] [added: $0.20] per diluted share/unit, partially offset by |

[removed: | | ● | decreased interest] [added: Interest] expense [removed: in 2022 of] [added: decreased] $34.5 [removed: million, or $0.09 per diluted share/unit,] [added: million] primarily [removed: due] [added: related] to the early extinguishment of nine secured [removed: loans in the fourth quarter of 2021,] [added: loans,] the disposition of three retail [removed: properties in 2021,] [added: properties,] and the refinancing of two retail properties at lower interest rates in 2021, partially offset by [removed: an increase in] [added: the issuances of Euro and USD bonds and] interest [added: increases due to variable] rates [removed: as further discussed below, |][added: in 2022.]

| | ● | improved operating performance and solid core business fundamentals in [removed: 2022,] [added: 2023,] as discussed below, [removed: and the impact of our acquisition, development and expansion activity.] |

Portfolio NOI increased [removed: 5.7%] [added: 4.9%] in [removed: 2022] [added: 2023] as compared to [removed: 2021.][added: 2022.]

Average base minimum rent for U.S. Malls and Premium Outlets increased [removed: 2.3%] [added: 3.1%] to [removed: $55.13] [added: $56.82] psf as of December 31, [removed: 2022,] [added: 2023,] from [removed: $53.91] [added: $55.13] psf as of December 31, [removed: 2021.][added: 2022.]

Ending occupancy for our U.S. Malls and Premium Outlets increased [removed: 1.5%] [added: 0.9%] to [removed: 94.9%] [added: 95.8%] as of December 31, [removed: 2022,] [added: 2023,] from [removed: 93.4%] [added: 94.9%] as of December 31, [removed: 2021,] [added: 2022,] primarily due to [added: strong] leasing [removed: activity, partially offset by 2021 tenant bankruptcy activity.][added: demand.]

Our effective overall borrowing rate at December 31, [removed: 2022] [added: 2023] on our consolidated indebtedness increased [removed: 36] [added: 27] basis points to [removed: 3.22%] [added: 3.49%] as compared to [removed: 2.86%] [added: 3.22%] at December 31, [removed: 2021.][added: 2022.]

This increase was primarily due to an increase in the effective overall borrowing rate on variable rate debt of [removed: 273] [added: 198] basis points [removed: (3.93%] [added: (5.91%] at December 31, [removed: 2022] [added: 2023] as compared to [removed: 1.20%] [added: 3.93%] at December 31, [removed: 2021)] [added: 2022) due to increasing benchmark rates, partially] offset by a decrease in the [removed: effective overall borrowing] [added: amount of our variable] rate [removed: on] [added: debt and an increase in] fixed rate [removed: debt of 13 basis points (3.15% at December 31, 2022 as compared to 3.28% at December 31, 2021).][added: debt.]

The weighted average years to maturity of our consolidated indebtedness was [removed: 7.5] [added: 8.1] years and [removed: 7.8] [added: 7.5] years at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

Our financing activity for the year ended December 31, [removed: 2022] [added: 2023] included:

| | ● | [added: the Operating Partnership] completing on [removed: January 11, 2022,] [added: March 8, 2023,] the issuance of the following senior unsecured notes: [removed: $500] [added: $650] million with a [removed: floating] [added: fixed] interest rate of [removed: SOFR plus 43 basis points] [added: 5.5%] and [removed: $700] [added: $650] million with a fixed interest rate of [removed: 2.650%,] [added: 5.85%,] with maturity dates of [removed: January 11, 2024] [added: March 8, 2033] and [removed: February 1, 2032,] [added: March 8, 2053,] respectively. [removed: The] [added: A portion of the net] proceeds were used to [removed: repay $1.05 billion outstanding under] [added: fund] the [removed: Supplemental Facility, on] [added: optional redemption at par of the Operating Partnerships $500 million floating interest rate notes due] January [removed: 12, 2022.] [added: 2024 on March 13, 2023, and] |

| ​ | | [removed: 2022] [added: 2023] | | | Change (1) | | [removed: 2021] [added: 2022] | | | Change (1) | | [removed: 2020] [added: 2021] | | ​ |

| Consolidated | ​ | ​ | [removed: 94.9%] [added: 95.7%] | ​ | [removed: 140] [added: 80] bps | ​ | ​ | [removed: 93.5%] [added: 94.9%] | ​ | [removed: 200] [added: 140] bps | ​ | ​ | [removed: 91.5%] [added: 93.5%] | ​ |

| Unconsolidated | ​ | ​ | [removed: 94.9%] [added: 96.1%] | ​ | [removed: 180] [added: 120] bps | ​ | ​ | [removed: 93.1%] [added: 94.9%] | ​ | [removed: 220] [added: 180] bps | ​ | ​ | [removed: 90.9%] [added: 93.1%] | ​ |

| Total Portfolio | ​ | ​ | [removed: 94.9%] [added: 95.8%] | ​ | [removed: 150] [added: 90] bps | ​ | ​ | [removed: 93.4%] [added: 94.9%] | ​ | [removed: 210] [added: 150] bps | ​ | ​ | [removed: 91.3%] [added: 93.4%] | ​ |

| Consolidated | ​ | $ | [removed: 53.95] [added: 55.47] | ​ | [removed: 2.6%] [added: 2.8%] | ​ | $ | [removed: 52.59] [added: 53.95] | ​ | [removed: \-2.6%] [added: 2.6%] | ​ | $ | [removed: 53.98] [added: 52.59] | ​ |

| Unconsolidated | ​ | $ | [removed: 58.36] [added: 60.59] | ​ | [removed: 1.4%] [added: 3.8%] | ​ | $ | [removed: 57.55] [added: 58.36] | ​ | [removed: \-5.6%] [added: 1.4%] | ​ | $ | [removed: 60.97] [added: 57.55] | ​ |

| Total Portfolio | ​ | $ | [removed: 55.13] [added: 56.82] | ​ | [removed: 2.3%] [added: 3.1%] | ​ | $ | [removed: 53.91] [added: 55.13] | ​ | [removed: \-3.4%] [added: 2.3%] | ​ | $ | [removed: 55.80] [added: 53.91] | ​ |

| Ending Occupancy | ​ | | [removed: 94.5%] [added: 95.7%] | ​ | [removed: 330] [added: 120] bps | ​ | | [removed: 91.2%] [added: 94.5%] | ​ | [removed: 60] [added: 330] bps | ​ | | [removed: 90.6%] [added: 91.2%] | ​ |

| Average Base Minimum Rent per Square Foot | ​ | $ | [removed: 61.76] [added: 65.01] | ​ | [removed: 5.2%] [added: 5.3%] | ​ | $ | [removed: 58.69] [added: 61.76] | ​ | [removed: 5.3%] [added: 5.2%] | ​ | $ | [removed: 55.75] [added: 58.69] | ​ |

| Ending Occupancy | ​ | | [removed: 98.2%] [added: 97.8%] | ​ | [removed: 60] [added: \-40] bps | ​ | | [removed: 97.6%] [added: 98.2%] | ​ | [removed: 230] [added: 60] bps | ​ | | [removed: 95.3%] [added: 97.6%] | ​ |

| Average Base Minimum Rent per Square Foot | ​ | $ | [removed: 34.89] [added: 36.38] | ​ | [removed: 3.2%] [added: 4.3%] | ​ | $ | [removed: 33.80] [added: 34.89] | ​ | [removed: 0.1%] [added: 3.2%] | ​ | $ | [removed: 33.77] [added: 33.80] | ​ |

During the twelve months ended December 31, [removed: 2022,] [added: 2023,] we signed [removed: 1,262] [added: 1,185] new leases and [removed: 1,517] [added: 1,841] 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: 9.1] [added: 10.9] million square feet, of which [removed: 7.0] [added: 8.3] million square feet related to consolidated properties.

During [removed: 2021,] [added: 2022,] we signed [removed: 992] [added: 1,262] new leases and [removed: 1,460] [added: 1,517] renewal leases with a fixed minimum rent, 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.

The average annual initial base minimum rent for new leases was [removed: $55.41] [added: $66.39] per square foot in [removed: 2022] [added: 2023] and [removed: $55.90] [added: $55.41] per square foot in [removed: 2021] [added: 2022] with an average tenant allowance on new leases of [removed: $53.01] [added: $64.31] per square foot [added: and $53.01 per square foot, respectively.]

| ​ | ​ | [removed: 2022] [added: 2023] | | ​ | Change | ​ | [removed: 2021] [added: 2022] | | ​ | Change | ​ | [removed: 2020] [added: 2021] | |

| Ending Occupancy | ​ | ​ | [removed: 99.8%] [added: 99.7%] | ​ | [removed: 0] [added: \-10] bps | ​ | ​ | 99.8% | ​ | [removed: +30] [added: 0] bps | ​ | ​ | [removed: 99.5%] [added: 99.8%] |

| Average Base Minimum Rent per Square Foot | ​ | ¥ | [removed: 5,779] [added: 5,494] | ​ | [removed: 4.90%] [added: \-4.93%] | ​ | ¥ | [removed: 5,509] [added: 5,779] | ​ | [removed: 1.14%] [added: 4.90%] | ​ | ¥ | [removed: 5,447] [added: 5,509] |

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

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

We also own investments in retail operations (J.C. Penney and SPARC Group); an intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

| | ● | increased lease income in 2023 of $259.2 million, or $0.69 per diluted share/unit, |

| | ● | increased other income of $99.1 million, or $0.26 per diluted share/unit, primarily due to a $59.5 million, or $0.16 per diluted share/unit, increase in distributions and other income and a $56.6 million, or $0.15 per diluted share/unit, increase in interest income, partially offset by a decrease in lease settlement income of $17.0 million, or $0.05 per diluted share/unit, |

| | ● | increased interest expense in 2023 of $93.4 million, or $0.25 per diluted share/unit, primarily due to new USD and EUR bond issuances as well as increases to rates on variable rate mortgages, |

| | ● | increased other expenses in 2023 of $35.6 million, or $0.10 per diluted share/unit, |

| | ● | increased depreciation and amortization in 2023 of $34.7 million, or $0.09 per diluted share/unit, and |

| | ● | increased property operating expenses in 2023 of $25.2 million, or $0.07 per diluted share/unit. |

| | ● | the Operating Partnership completing on November 14, 2023, the issuance of €750.0 million senior unsecured bonds ($808.0 million U.S. dollar equivalent) with a maturity date of November 14, 2026 and a fixed interest rate of 3.50%. The bonds are exchangeable into shares of Klépierre at the option of the holder of the bond at an initial common price of €27.2092. We may elect to settle the exchange with cash instead of shares. Proceeds were used to repay €750.0 million ($815.4 million U.S. dollar equivalent) outstanding under the Supplemental Facility on November 17, 2023. |

| | ● | the Operating Partnership completing on November 9, 2023, the issuance of the following senior unsecured notes: $500 million with a fixed interest rate of 6.25% and $500 million with a fixed interest rate of 6.65%, with maturity dates of January 15, 2034 and January 15, 2054, respectively. |

| | ● | borrowing $180.0 million under the Credit Facility and subsequently unencumbering two properties, |

| | ● | completing, on June 1, 2023 the redemption at par of the Operating Partnership’s $600 million 2.75% notes at maturity, |

| | ● | Amending, restating, extending, and increasing our existing $4.0 billion unsecured revolving credit facility on March 14, 2023 with a new $5.0 billion unsecured revolving credit facility. |

| | | to reasonable cause and certain other conditions were met. As a result, failing to maintain REIT status would result in a significant increase in the income tax expense recorded and paid during those periods. |

| | ● | On April 27, 2023, we opened Paris-Giverny Designer Outlet, a 228,000 square foot center in Vernon, France. We own a 74% interest in this center. |

| | ● | During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment. In addition, we sold a portion of our interest in ABG on November 29, 2023. These transactions reduced our ownership from 12.3% to 9.6%. |

| | ● | During the third quarter of 2023, we disposed of our interest in one unconsolidated retail property through foreclosure in satisfaction of its $114.8 million non-recourse loan. We recognized no gain or loss in connection with this disposal. |

| | ● | On September 7, 2023, we acquired an additional 4% ownership in TRG for approximately $199.6 million by issuing 1,725,000 units in the Operating Partnership, bringing our noncontrolling ownership interest in TRG to 84%. |

| | ● | During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment. As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million. |

Total other income increased $99.1 million, primarily due to a $56.6 million increase in interest income, a $52.0 million increase in mixed use and franchise operations income, a $13.1 million increase in dividend and distribution income and a $3.7 million increase in Simon Brand Ventures, fee and other income, partially offset by a $17.0 million decrease in lease settlement income and a $9.3 million decrease in land sale activity.

Home and regional office costs increased $23.0 million primarily due to increased personnel and compensation costs.

Other expense increased $35.6 million primarily due to increased mixed use and franchise operations expenses of $50.8 million, partially offset by the 2022 write-off of $13.4 million in development costs related to an international development project in Germany we no longer intended to pursue.

Interest expense increased $93.4 million primarily related to new USD bond issuances during 2023 of $69.5 million, activity with regards to the Credit Facilities of $24.5 million and $8.8 million from increased variable rates, partially offset by a USD bond payoff during 2023 of $14.7 million and a Euro bond payoff during 2022 of $9.8 million.

During 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to 33.3% and a deemed disposal of a proportional interest of our investment.

As a result, we recognized a non-cash pre-tax gain on the deemed disposal of $145.8 million.

During 2023, ABG completed multiple capital transactions which resulted in the dilution of our ownership and multiple deemed disposals of a proportional interest of our investment.

As a result, we recognized non-cash pre-tax gains on the deemed disposals of $59.1 million.

During 2023, we also recorded our share of the gain on the sale of a portion of our ABG interests of $157.1 million.

Income and other tax expense decreased $1.6 million primarily related to the 2022 Eddie Bauer licensing transaction noted above of $39.7 million and an overall lower tax expense on our share of operating results from our other platform investments of approximately $27.2 million, partially offset by the tax impact of the SPARC and ABG transactions in 2023 noted above of $69.3 million.

Income from unconsolidated entities decreased $272.3 million primarily due to lower results of operations from our other platform investments.

During 2023, we recorded an $11.2 million loss on the disposition of certain assets by Klépierre and an impairment on a joint venture property, our share of which was $8.6 million, partially offset by an $8.7 million gain on the disposition of certain assets by a joint venture investment and an $8.1 million gain on excess insurance proceeds.

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 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.

| | ● | funded the purchase of $1.0 billion of short-term investments, |

| | ● | received proceeds from the sale of equity instruments of $304.1 million. |

The

These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.

The Operating Partnership used a portion of the net proceeds of the offering to fund the optional redemption of its $500 million floating rate notes due January 2024 on March 13, 2023.

On April 28, 2023 the Operating Partnership completed a borrowing of $180.0 million under the Credit Facility and subsequently unencumbered two properties.

On June 1, 2023, the Operating Partnership completed the redemption, at par, of its $600 million 2.75% notes at maturity.

The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024.

COVID-19

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| | ● | 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, |

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

| --- | --- |

and $53.75 per square foot, respectively.

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

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

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

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

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

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

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

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

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

During 2021, we recorded gains 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.

Lease income increased $434.4 million, of which the property transactions accounted for a $17.6 million decrease.

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

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

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

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

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

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

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

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

Based upon consolidated indebtedness and interest rates at December 31, [removed: 2022,] [added: 2023,] a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately [removed: $11.5] [added: $0.8] million, and would decrease the fair value of debt by approximately [removed: $721.7] [added: $823.4] million.

[removed: ANNUAL REPORT] [added: ☒ ANNUAL REPORT] PURSUANT TO SECTION 13 OR [removed: 15 (d)] [added: 15(d)] OF [removed: THESECURITIES EXCHANGE] [added: THE SECURITIES EXCHANGE] ACT OF 1934

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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

Indicate by check mark if the [removed: Registrant] [added: registrant] is a well-known seasoned issuer [removed: (as] [added: as] defined in Rule 405 of the Securities [removed: Act).][added: Act.]

| Simon Property Group, Inc. Yes [removed: ☒] [added: ☐] No [removed: ◻] [added: ⌧] | Simon Property Group, L.P. Yes [removed: ⌧] [added: ☐] No [removed: ◻] [added: ⌧] |

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

| Large accelerated filer ☒ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company [removed: ◻] [added: ☐] |

| ​ | ​ | | Emerging growth company [removed: ◻] [added: ☐] |

| Large accelerated filer ◻ | Accelerated filer ◻ | Non-accelerated filer ☒ | Smaller reporting company [removed: ◻] [added: ☐] |

If securities are registered pursuant to Section 12(b) of the Act, [removed: indicated] [added: indicate] 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.

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

| Simon Property Group, Inc. [removed: Yes ◻ No ⌧] [added: ☒] | Simon Property Group, L.P. [removed: Yes ◻ No ⌧] [added: ☒] |

The aggregate market value of shares of common stock held by non-affiliates of Simon Property Group, Inc. was approximately [removed: $30,812] [added: $37,467] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2022.][added: 2023.]

As of January 31, [removed: 2023,] [added: 2024,] Simon Property Group, Inc. had [removed: 326,923,453] [added: 325,891,010] 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: 2022.][added: 2023.]

Portions of Simon Property Group, Inc.’s Proxy Statement in connection with its [removed: 2023] [added: 2024] 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: 2022] [added: 2023] of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership.

As of December 31, [removed: 2022,] [added: 2023,] Simon owned an approximate [removed: 87.4%] [added: 87.0%] ownership interest in the Operating Partnership, with the remaining [removed: 12.6%] [added: 13.0%] ownership interest owned by limited partners.

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

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

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

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

As of December 31, [removed: 2022,] [added: 2023,] we owned or held an interest in [removed: 196] [added: 195] income-producing properties in the United States, which consisted of [removed: 94] [added: 93] malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 other retail properties in 37 states and Puerto Rico.

We also own an [removed: 80%] [added: 84%] noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia.

Internationally, as of December 31, [removed: 2022,] [added: 2023,] we had ownership interests in [removed: 34] [added: 35] Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada.

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

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

The Operating Partnership has a [removed: $4.0] [added: $5.0] billion unsecured revolving credit facility, or the Credit [removed: Facility] [added: Facility,] and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Credit Facilities.

The Credit Facility can be increased in the form of additional commitments in an aggregate amount not to exceed $1.0 billion, for a total aggregate size of [removed: $5.0] [added: $6.0] billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent.

The initial maturity date of the Credit Facility is June 30, [removed: 2024.][added: 2027.]

The Credit Facility can be extended for two additional six-month periods to June 30, [removed: 2025,] [added: 2028,] at our sole option, subject to satisfying certain customary conditions precedent.

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

Simon has adopted governance principles governing the function, conduct, selection, orientation and duties of its subsidiaries and Simon’s Board of Directors and the Company, as well as written charters for each of the standing [removed: Committees of Simon’s Board of Directors.]

[added: 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.

On May [removed: 16,] [added: 9,] 2022, [removed: Simon's] [added: Simon’s] Board of Directors authorized a common stock repurchase [removed: plan,] [added: plan commencing on May 16, 2022,] or the Repurchase Program.

Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, [removed: 2024.][added: 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion.]

| | ● | issued [removed: 354,455] [added: 61,251] shares of Simon common stock upon the exchange of units in the Operating Partnership; |

| | ● | issued [removed: 751,042] [added: 579,197] restricted shares of Simon common stock and [removed: 108,694] [added: 72,442] long-term incentive performance units, or LTIP units, net of forfeitures, under [removed: The Simon Property Group 1998 Stock Incentive Plan, as amended, or] the [removed: 1998 Plan, and the] Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan; |

| | ● | purchased [removed: 3,075,676] [added: 3,103,755] shares of Simon common stock in the open market for [removed: $333.0] [added: $321.0] million pursuant to our Repurchase [removed: Programs;] [added: Program;] |

(Mark One)

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No:.001-14469(Simon Property Group, Inc.)Commission File No:001-36110(Simon Property Group, L.P.)

| ​ | ​ | | Emerging growth company ☐ |

December 31, 2023

| [1C.](#Item1CCybersecurity_747890) | ​ | [Cybersecurity](#Item1CCybersecurity_747890) | 26 |

We also own investments in retail operations (J.C. Penney and SPARC Group); an intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

Committees of Simon’s Board of Directors.

On February 8 ,2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months.

As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

| | ● | amended, restated, extended, and increased our existing $4.0 billion unsecured revolving credit facility on March 14, 2023 with a new $5.0 billion unsecured revolving credit facility. |

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

December 31, 2022

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

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%.

In addition, the Audit and Compensation and Human Capital Committees

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

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

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

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We execute a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems.

Our cybersecurity risk management program includes a cybersecurity incident response plan and dedicated cybersecurity incident response team (“CSIRT”).

We do not have actual or contractual access to the systems or information maintained by our tenants, who maintain their own cybersecurity risk management programs to protect their operations from various risks from cybersecurity threats.

We use the National Institute of Standards and Technology Cybersecurity Framework and CIS Critical Security Controls as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

This does not imply that we meet any particular technical standards, specifications, or requirements.

Our cybersecurity risk management program is integrated with our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, public relations and financial risk areas.

Our cybersecurity risk management program includes the following key elements:

| | ● | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, services, and our broader enterprise information technology (IT) environment; |

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

| | ● | a team comprised of IT security, infrastructure, and compliance personnel principally responsible for directing (1) our cybersecurity risk assessment processes, (2) our security processes, and (3) our response to cybersecurity incidents, supported by legal, human resources, corporate security and other internal resources; |

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

| | ● | the use of external cybersecurity service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes, which enable us to leverage specialized knowledge and insights, with the goal of ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices; |

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

| | ● | cybersecurity awareness training of employees with access to our IT systems; |

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

| | ● | a cybersecurity incident response plan and Security Operations Center (“SOC”) to respond to cybersecurity incidents; and |

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

| | ● | a third-party risk management process for service providers. |

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

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See further discussion in Item 1A.

Risk Factors.

Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as critical to the enterprise and delegates the cybersecurity risk oversight function to the Audit Committee.

The Audit Committee oversees and is regularly updated on management’s design, implementation and enforcement of our cybersecurity risk management program.

The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks.

Our Chief Financial Officer periodically provides reports to the Audit Committee, and, together with our Chief Technology Officer and Director of Cybersecurity, leads the Company’s overall cybersecurity function.

The Audit Committee receives regular reports on our cybersecurity risks, including briefings on our cyber risk management program and cybersecurity incidents.

Audit Committee members also receive periodic presentations on cybersecurity, IT and data protection topics.

Our Chief Financial Officer oversees our CSIRT, whose members have years of experience working in cybersecurity and certifications including CISSP (Certified Information Systems Security Professional), CCSP (Certified Cloud Security Professional), CGRC (Certification in Governance of Enterprise IT), GIAC (Global Information Assurance Certification) and GCED (GIAC Certified Enterprise Defender).

Our CSIRT supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external cybersecurity service providers; and alerts and reports produced by security tools deployed in the IT environment.

The CSIRT is responsible for assessing and managing our material risks from cybersecurity threats.

They have primary responsibility for leading our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our external cybersecurity service providers.

Item 2.

Properties

United States Properties

Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties.

The number of holders of record of common stock outstanding was [removed: 1,109] [added: 1,080] as of January 31, [removed: 2023.][added: 2024.]

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

Common stock cash dividends [added: paid] during [removed: 2021] [added: 2023] aggregated [removed: $7.15] [added: $7.45] per share.

On February [removed: 6, 2023,] [added: 5, 2024,] Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of [removed: 2023] [added: 2024] of [removed: $1.80] [added: $1.95] per share, payable on March [removed: 31, 2023] [added: 29, 2024] to shareholders of record on March [removed: 10, 2023.][added: 8, 2024.]

There were no unregistered sales of equity securities made by Simon during the quarter ended December 31, [removed: 2022.][added: 2023.]

There were no unregistered [removed: purchases] [added: sales] of equity securities made by [removed: Simon] [added: the Operating Partnership] during the quarter ended December 31, [removed: 2022.][added: 2023.]

The number of holders of record of units was [removed: 240] [added: 230] as of January 31, [removed: 2023.][added: 2024.]

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

Distributions during [removed: 2021] [added: 2023] aggregated [removed: $7.15] [added: $7.45] per unit.

On February [removed: 6, 2023,] [added: 5, 2024,] Simon’s Board of Directors declared a quarterly cash [removed: distribution] [added: dividend] for the first quarter of [removed: 2023] [added: 2024] of [removed: $1.80] [added: $1.95] per [removed: unit,] [added: share,] payable on March [removed: 31, 2023] [added: 29, 2024] to [removed: unitholders] [added: shareholders] of record on March [removed: 10, 2023.][added: 8, 2024.]

During the quarter ended December 31, [removed: 2022,] [added: 2023,] the Operating Partnership redeemed [removed: 810] [added: 18,919] units from [removed: a] [added: four] limited [removed: partner] [added: partners] for [removed: $0.09] [added: $2.6] million in cash.

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

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

| ​ | ​ | ​ | ​ | ​ | | ​ | Total number | ​ | Approximate | |

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

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

| ​ | | Total number | ​ | Average | | ​ | part of publicly | ​ | be purchased | |

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

| Period | | purchased | | per share | | | plans | | plans (1) | |

| October 1, 2023 - October 31, 2023 | | 316,368 | ​ | $ | 108.32 | ​ | 316,368 | ​ | $ | 1,679,728,717 |

| November 1, 2023 - November 30, 2023 | | — | ​ | $ | — | ​ | — | ​ | $ | 1,679,728,717 |

| December 1, 2023 - December 31, 2023 | | 5,738 | ​ | $ | 123.46 | ​ | 5,738 | ​ | $ | 1,679,020,324 |

| ​ | | 322,106 | ​ | $ | 108.59 | ​ | 322,106 | ​ | ​ | ​ |

| (1) | On May 9, 2022, Simon’s Board of Directors authorized a common stock repurchase plan commencing on May 16, 2022, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024 in open market or privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law, and other factors deemed relevant in the Company’s sole discretion. On February 8, 2024, Simon’s Board of Directors authorized a new common stock repurchase program which replaces the existing Repurchase Program immediately, where the Company may purchase up to $2.0 billion of its common stock over the next 24 months. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon. |

| --- | --- |

adjustments.

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

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control – Integrated] [added: Control–Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 23, 2023] [added: 22, 2024] | ​ |

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: framework)] and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion thereon.

| _Description of the Matter_ | ​ | At December 31, [removed: 2022,] [added: 2023,] the Company’s consolidated net investment properties totaled [removed: $21.8] [added: $21.6] billion. As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as [removed: historical and] forecasted [removed: 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 [removed: and] [added: which incorporate] operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |

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

| _Description of the Matter_ | ​ | At December 31, [removed: 2022,] [added: 2023,] the carrying value of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as [removed: historical and] forecasted [removed: cash flows or] operating income before depreciation and amortization, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted [removed: cash flows,] operating income before depreciation and amortization, estimated fair value of [removed: the] [added: each] investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, [added: which incorporate] 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. |

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

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 23, 2023,] [added: 22, 2024,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: Framework)] [added: framework)] and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion thereon.

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

| _Description of the Matter_ | [removed: | |] ​ | [removed: | |] At December 31, [removed: 2022,] [added: 2023,] the Partnership’s consolidated net investment properties totaled [removed: $21.8] [added: $21.6] billion. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as [removed: historical and] forecasted [removed: cash flows,] operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. [removed: ​] Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash [removed: flows and] [added: flows, which incorporate] operating income before depreciation and [added: 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_ | [removed: | |] ​ | [removed: | |] 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. [removed: ​] 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 [removed: cash flows and] operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions. [removed: ​] |

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

| _Description of the Matter_ | [removed: | |] ​ | [removed: | |] At December 31, [removed: 2022,] [added: 2023,] the carrying value of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as [removed: historical and] forecasted [removed: 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 [removed: cash flows,] operating income before depreciation and amortization, estimated fair value of [removed: the] [added: each] investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, [added: which incorporate] operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition. |

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

| We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February [removed: 23, 2023] [added: 22, 2024] | ​ |

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

| ​ | [removed: ​] | [added: 2023 | | |] 2022 | | [removed: ​] | 2021 | | [removed: |]

| ASSETS: | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |]

| Investment properties, at cost | [removed: ​] [added: ​] | $ | [removed: 38,326,912] [added: 39,285,138] | ​ | $ | [removed: 37,932,366 | ​] [added: 38,326,912] |

| Less - accumulated depreciation | [removed: ​] [added: ​] | | [removed: 16,563,749] [added: 17,716,788] | ​ | | [removed: 15,621,127 | ​] [added: 16,563,749] |

| [removed: Cash and cash equivalents] [added: CASH AND CASH EQUIVALENTS, beginning of period] | ​ | | 621,628 | ​ | | 533,936 | ​ | [added: | 1,011,613 |]

| Tenant receivables and accrued revenue, net | [removed: ​] [added: ​] | | [removed: 823,540] [added: 826,126] | ​ | | [removed: 919,654 | ​] [added: 823,540] |

| Investment in TRG, at equity | [removed: ​] [added: ​] | | [removed: 3,074,345] [added: 3,049,719] | ​ | | [removed: 3,305,102 | ​] [added: 3,074,345] |

| Investment in Klépierre, at equity | [removed: ​] [added: ​] | | [removed: 1,561,112] [added: 1,527,872] | ​ | | [removed: 1,661,943 | ​] [added: 1,561,112] |

| Investment in other unconsolidated entities, at equity | [removed: ​] [added: ​] | ​ | [removed: 3,511,263] [added: 3,540,648] | ​ | ​ | [removed: 3,075,375 | ​] [added: 3,511,263] |

| Right-of-use assets, net | [removed: ​] [added: ​] | ​ | [removed: 496,930] [added: 484,073] | ​ | ​ | [removed: 504,119 | ​] [added: 496,930] |

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

| Deferred costs and other assets | [removed: ​] [added: ​] | | [removed: 1,159,293] [added: 1,117,716] | ​ | | [removed: 1,121,011 | ​] [added: 1,159,293] |

| Total assets | [removed: ​] [added: ​] | $ | [removed: 33,011,274] [added: 34,283,495] | ​ | $ | [removed: 33,777,379 | ​] [added: 33,011,274] |

| LIABILITIES: | ​ | ​ | ​ | ​ | ​ | ​ | [removed: ​ |]

| Indianapolis, Indiana February 22, 2024 | ​ |

| Indianapolis, Indiana February 22, 2024 | ​ |

| ​ | ​ | ​ ​ |

| *​* | ​ | ​ |

| *​* | ​ | ​ |

| ​ | ​ | ​ ​ |

| ​ | | 2023 | | | 2022 | |

| ​ | ​ | | 21,568,350 | ​ | | 21,763,163 |

| Cash and cash equivalents | ​ | | 1,168,991 | ​ | | 621,628 |

| Short-term investments | ​ | ​ | 1,000,000 | ​ | ​ | — |

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

| Purchase of short-term investments | ​ | ​ | (1,000,000) | ​ | ​ | — | ​ | ​ | — |

| Preferred unit redemptions | ​ | ​ | (2,500) | ​ | ​ | — | ​ | ​ | — |

| Issuance of limited partner units (1,725,000 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 197,426 | ​ | ​ | 197,426 | ​ |

| Redemption of limited partner units (114,241 units) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (12,483) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (1,041) | ​ | ​ | (13,524) | ​ |

| Treasury stock purchase (1,273,733 shares) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (140,593) | ​ | ​ | ​ | ​ | ​ | (140,593) | ​ |

| Unrealized gain on hedging activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 15,784 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,566 | ​ | ​ | 18,350 | ​ |

| Currency translation adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (22,116) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (4,397) | ​ | ​ | (26,513) | ​ |

| Other comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (7,914) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2,079) | ​ | ​ | (9,993) | ​ |

| Balance at December 31, 2023 | ​ | $ | 41,106 | ​ | $ | 33 | ​ | $ | (172,787) | ​ | $ | 11,406,236 | ​ | $ | (6,095,576) | ​ | $ | (2,156,178) | ​ | $ | 468,815 | ​ | $ | 3,491,649 | ​ |

| ​ | | 2023 | | | 2022 | |

| ​ | ​ | | 21,568,350 | ​ | | 21,763,163 |

| Cash and cash equivalents | ​ | | 1,168,991 | ​ | | 621,628 |

| Short-term investments | ​ | ​ | 1,000,000 | ​ | ​ | — |

| Tenant receivables and accrued revenue, net | ​ | | 826,126 | ​ | | 823,540 |

| Investment in TRG, at equity | ​ | | 3,049,719 | ​ | | 3,074,345 |

| Investment in Klépierre, at equity | ​ | | 1,527,872 | ​ | | 1,561,112 |

| Investment in other unconsolidated entities, at equity | ​ | ​ | 3,540,648 | ​ | ​ | 3,511,263 |

| Right-of-use assets, net | ​ | ​ | 484,073 | ​ | ​ | 496,930 |

| Deferred costs and other assets | ​ | | 1,117,716 | ​ | | 1,159,293 |

| Total assets | ​ | $ | 34,283,495 | ​ | $ | 33,011,274 |

| LIABILITIES: | ​ | ​ | ​ | ​ | ​ | ​ |

| Accounts payable, accrued expenses, intangibles, and deferred revenues | ​ | | 1,693,248 | ​ | | 1,491,583 |

| Cash distributions and losses in unconsolidated entities, at equity | ​ | | 1,760,922 | ​ | | 1,699,828 |

| Other liabilities | ​ | | 621,601 | ​ | | 535,736 |

| Total liabilities | ​ | | 30,595,897 | ​ | | 29,187,383 |

| Commitments and contingencies | ​ | ​ | ​ | ​ | ​ | ​ |

| EQUITY: | ​ | ​ | ​ | ​ | ​ | ​ |

| Total equity | ​ | | 3,491,649 | ​ | | 3,611,652 |

| Total liabilities and equity | ​ | $ | 34,283,495 | ​ | $ | 33,011,274 |

| _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. |

| ​ | | | ​ | | | ​ ​ |

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

| *​* | ​ | | | ​ ​ | | |

| | | | | | | 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. ​ |

| ​ | | ​ | | | ​ ​ | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

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

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

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

| Balance at December 31, 2019 | ​ | $ | 42,420 | ​ | $ | 32 | ​ | $ | (118,604) | ​ | $ | 9,756,073 | ​ | $ | (5,379,952) | ​ | $ | (1,773,571) | ​ | $ | 384,852 | ​ | $ | 2,911,250 | ​ |

| Exchange of limited partner units (293,204 common shares, Note 8) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,028 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (2,028) | ​ | ​ | — | ​ |

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

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

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

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

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

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

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

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

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

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

| CASH AND CASH EQUIVALENTS, beginning of period | ​ | | 533,936 | ​ | | 1,011,613 | ​ | | 669,373 |

| Balance at December 31, 2019 | ​ | $ | 42,420 | ​ | $ | 2,483,978 | ​ | $ | 378,339 | ​ | $ | 6,513 | ​ | $ | 2,911,250 | ​ |

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

| Limited partner units exchanged to common units (293,204 units) | ​ | ​ | ​ | ​ | ​ | 2,028 | ​ | ​ | (2,028) | ​ | ​ | ​ | ​ | ​ | — | ​ |

| Issuance of units related to Simon's public offering of its common stock (22,137,500 units) | ​ | ​ | ​ | ​ | ​ | 1,556,479 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,556,479 | ​ |

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

| Treasury unit purchase (1,245,654 units) | ​ | ​ | ​ | ​ | ​ | (152,590) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (152,590) | ​ |

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

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

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

| Distributions, excluding distributions on preferred interests classified as temporary equity | ​ | ​ | (3,337) | ​ | ​ | (1,866,483) | ​ | ​ | (279,379) | ​ | ​ | (3,507) | ​ | ​ | (2,152,706) | ​ |

These

The inputs

We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

The equity instruments with readily determinable fair values we held at December 31, 2022 and 2021 were primarily classified as having Level 1 fair value inputs.

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: 2022.][added: 2023.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] is set forth within Item 8 of this Form 10-K.

There have [removed: not] been [removed: any] [added: no other] changes in [removed: Simon's] [added: 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, [removed: Simon's] [added: 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: 2022.][added: 2023.]

Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Based on that assessment and criteria, we believe that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] is set forth within Item 8 of this Form 10-K.

There have [removed: not] been [removed: any] [added: no other] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

During the year ended December 31, 2023, we implemented a new lease management application and a new financial reporting consolidation software application, both of which are intended to increase the efficiency and effectiveness of certain financial and business transaction processes.

Neither implementation was a result of any identified deficiencies in the previous processes.

With respect to internal controls over financial reporting, we have updated our controls, as necessary, to reflect the changes to our business processes and system environment.

During the year ended December 31, 2023, we implemented a new lease management application and a new financial reporting consolidation software application, both of which are intended to increase the efficiency and effectiveness of certain financial and business transaction processes.

Neither implementation was a result of any identified deficiencies in the previous processes.

With respect to internal controls over financial reporting, we have updated our controls, as necessary, to reflect the changes to our business processes and system environment.

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

[removed: 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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively:

| Audit Fees (1) | ​ | $ | [removed: 4,716,000] [added: 5,506,000] | ​ | $ | [removed: 5,444,000] [added: 4,716,000] |

| Audit Related Fees (2) | ​ | | [removed: 5,280,000] [added: 5,517,000] | ​ | | [removed: 4,890,000] [added: 5,280,000] |

| Tax Fees (3) | ​ | | [removed: 464,000] [added: 283,000] | ​ | | [removed: 276,000] [added: 464,000] |

| (1) | Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting and quarterly reviews for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities [removed: offerings,] [added: offerings. This category may vary year-over-year] and [removed: varies based on our] [added: is directly tied to the level of] capital [removed: markets] [added: market] and transaction [removed: activity.] [added: related activities in any given year.] |

| (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 [removed: 60%] [added: 59%] and [removed: 57%] [added: 60%] for the years ended [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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 [removed: 81%] [added: 59%] and [removed: 71%] [added: 81%] for [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively. |

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2024 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating

| ​ | | ​ | 2023 | | ​ | 2022 |

| ​ | | ​ | 2022 | | ​ | 2021 |

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

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, Inc. [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#ConsolidatedBalanceSheets_715324)] [added: 2022](#ConsolidatedBalanceSheets_715324)] | [removed: 87] [added: 86] |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#StatementsofOperationsandComprehensive_2)] [added: 2021](#StatementsofOperationsandComprehensive_2)] | [removed: 88] [added: 87] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#CashFlows_364864)] [added: 2021](#CashFlows_364864)] | [removed: 89] [added: 88] |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#Equity_75278)] [added: 2021](#Equity_75278)] | [removed: 90] [added: 89] |

| ​ | ​ | Consolidated Financial Statements of Simon Property Group, L.P. [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#ConsolidatedBalanceSheets_873302)] [added: 2022](#ConsolidatedBalanceSheets_873302)] | [removed: 92] [added: 91] |

| ​ | ​ | [Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofOperations_36940)] [added: 2021](#ConsolidatedStatementsofOperations_36940)] | [removed: 93] [added: 92] |

| ​ | ​ | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofCashFlows_576011)] [added: 2021](#ConsolidatedStatementsofCashFlows_576011)] | [removed: 94] [added: 93] |

| ​ | ​ | [Consolidated Statements of Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#ConsolidatedStatementsofEquity_561160)] [added: 2021](#ConsolidatedStatementsofEquity_561160)] | [removed: 95] [added: 94] |

| ​ | ​ | [Notes to Consolidated Financial Statements](#a1Organization_335491) | [removed: 97] [added: 96] |

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

Item 16.

Form 10-K Summary

None.

EXHIBIT INDEX

| | ​ | ​ |

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

| Exhibits | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

| 4.2 | | [Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837024001532/spg-20231231xex4d2.htm) |

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

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

| ​ | ​ | ​ |

| | ​ | ​ |

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

| Exhibits | ​ | ​ |

United States Properties

Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties.

These properties contain an aggregate of approximately 172.6 million square feet of gross leasable area, or GLA.

Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors.

Additional stores are usually located along the perimeter of the parking area.

Our 94 malls are generally enclosed centers and range in size from approximately 270,000 to 2.7 million square feet of GLA.

Premium Outlets generally contain a wide variety of designer and manufacturer stores located in open-air centers.

Our 69 Premium Outlets range in size from approximately 150,000 to 900,000 square feet of GLA.

The Premium Outlets are generally located within a close proximity to major metropolitan areas and/or tourist destinations.

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

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

We also have interests in six lifestyle centers and 13 other retail properties.

The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA.

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

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

We wholly own 130 of our properties, effectively control 11 properties in which we have a joint venture interest, and hold the remaining 55 properties through unconsolidated joint venture interests.

We are the managing or co-managing general partner or member of 188 properties in the United States.

Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry.

We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.

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

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

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

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

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

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

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

| ​ | Property Name | | State | | City (CBSA) | | Lease) (3) | | Ownership | | Acquired | | Occupancy (5) | | Total GLA | | Selected Larger Retailers and Uses |

| ​ | Malls | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 1. | Apple Blossom Mall | | VA | | Winchester | | Fee | | 49.1 | % (4) | Acquired 1999 | | 87.2 | % | 473,915 | | Belk, JCPenney, AMC Cinemas |

| 2. | Auburn Mall | | MA | | Auburn | | Fee | | 56.4 | % (4) | Acquired 1999 | | 96.5 | % | 499,457 | | Macy's, Reliant Medical (15) |

| 3. | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | 33.3 | % (4) | Built 1983 | | 97.4 | % | 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 | | 96.0 | % | 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 | | 95.8 | % | 1,203,279 | | Macy's, Dillard's (8), JCPenney |

| 6. | Bay Park Square | | WI | | Green Bay | | Fee | | 100.0 | % | Built 1980 | | 97.5 | % | 690,651 | | Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel Furniture, Hy-Vee |

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

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

| 9. | Brickell City Centre (1) | | FL | | Miami | | Fee | | 25.0 | % (4) | Built 2016 | | 86.9 | % | 476,600 | | Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15) |

None.

EXHIBIT INDEX

| | ​ | | ​ |

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

| Exhibits | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

| 4.2 | | | [Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.](https://www.sec.gov/Archives/edgar/data/1063761/000155837023001840/spg-20221231xex4d2.htm) |

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

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

| ​ | ​ | | ​ |

| | ​ | | ​ |

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

| Exhibits | ​ | | ​ |

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

| ​ | ​ | | ​ |