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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2024

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

SIMON PROPERTY GROUP, INC.

SIMON PROPERTY GROUP, L.P.

(Exact name of registrant as specified in its charter)

Delaware(Simon Property Group, Inc.)Delaware(Simon Property Group, L.P.) (State or other jurisdiction of incorporation or organization)	001-14469(Simon Property Group, Inc.)001-36110(Simon Property Group, L.P.) (Commission File No.)	04-6268599(Simon Property Group, Inc.)34-1755769(Simon Property Group, L.P.) (I.R.S. Employer Identification No.)
225 West Washington StreetIndianapolis, Indiana 46204 (Address of principal executive offices)
(317) 636-1600 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


	Title of each class	Trading Symbols	Name of each exchange on which registered
Simon Property Group, Inc.	Common stock, $0.0001 par value	SPG	New York Stock Exchange
Simon Property Group, Inc.	83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value	SPGJ	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


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

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).


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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Simon Property Group, Inc.:
Large accelerated filer ⌧	Accelerated filer ◻	Non-accelerated filer ◻	Smaller reporting company ◻
			Emerging growth company ◻

Simon Property Group, L.P.:
Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ⌧	Smaller reporting company ◻
			Emerging growth company ◻

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

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

As of March 31, 2024, Simon Property Group, Inc. had 325,935,826 shares of common stock, par value $0.0001 per share, and 8,000 shares of Class B common stock, par value $0.0001 per share, outstanding. Simon Property Group, L.P. has no common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarterly period ended March 31, 2024 of Simon Property Group, Inc., a Delaware corporation, and Simon Property Group, L.P., a Delaware limited partnership. Unless stated otherwise or the context otherwise requires, references to “Simon” mean Simon Property Group, Inc. and references to the “Operating Partnership” mean Simon Property Group, L.P. References to “we,” “us” and “our” mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership.

Simon is a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We are structured as an umbrella partnership REIT under which substantially all of our business is conducted through the Operating Partnership, Simon’s majority-owned partnership subsidiary, for which Simon is the general partner. As of March 31, 2024, Simon owned an approximate 87.0% ownership interest in the Operating Partnership, with the remaining 13.0% ownership interest owned by limited partners. As the sole general partner of the Operating Partnership, Simon has exclusive control of the Operating Partnership’s day-to-day management.

We operate Simon and the Operating Partnership as one business. The management of Simon consists of the same members as the management of the Operating Partnership. As general partner with control of the Operating Partnership, Simon consolidates the Operating Partnership for financial reporting purposes, and Simon has no material assets or liabilities other than its investment in the Operating Partnership. Therefore, the assets and liabilities of Simon and the Operating Partnership are the same on their respective financial statements.

We believe that combining the quarterly reports on Form 10-Q of Simon and the Operating Partnership into this single report provides the following benefits:

	●	enhances investors’ understanding of Simon and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

	●	eliminates duplicative disclosure and provides a more streamlined presentation since substantially all of the disclosure in this report applies to both Simon and the Operating Partnership; and

	●	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

We believe it is important for investors to understand the few differences between Simon and the Operating Partnership in the context of how we operate as a consolidated company. The primary difference is that Simon itself does not conduct business, other than acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments from time to time. In addition, Simon itself does not incur any indebtedness, as all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the Operating Partnership.

The Operating Partnership holds, directly or indirectly, substantially all of our assets, including our ownership interests in our joint ventures. The Operating Partnership conducts substantially all of our business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity issuances by Simon, which are contributed to the capital of the Operating Partnership in exchange for, in the case of common stock issuances by Simon, common units of partnership interest in the Operating Partnership, or units, or, in the case of preferred stock issuances by Simon, preferred units of partnership interest in the Operating Partnership, or preferred units, the Operating Partnership, directly or indirectly, generates the capital required by our business through its operations, the incurrence of indebtedness, proceeds received from the disposition of certain properties and joint ventures and the issuance of units or preferred units to third parties.

The presentation of stockholders’ equity, partners’ equity and noncontrolling interests are the main areas of difference between the consolidated financial statements of Simon and those of the Operating Partnership. The differences between stockholders’ equity and partners’ equity result from differences in the equity issued at the Simon and Operating Partnership levels. The units held by limited partners in the Operating Partnership are accounted for as partners’ equity in the Operating Partnership’s financial statements and as noncontrolling interests in Simon’s financial statements. The noncontrolling interests in the Operating Partnership’s financial statements include the interests of unaffiliated partners in various consolidated partnerships. The noncontrolling interests in Simon’s financial statements include the same noncontrolling interests at the Operating Partnership level and, as previously stated, the units held by limited partners of the Operating Partnership. Although classified differently, total equity of Simon and the Operating Partnership is the same.

To help investors understand the differences between Simon and the Operating Partnership, this report provides:

	●	separate consolidated financial statements for Simon and the Operating Partnership;

	●	a single set of condensed notes to such consolidated financial statements that includes separate discussions of noncontrolling interests and stockholders’ equity or partners’ equity, accumulated other comprehensive income (loss) and per share and per unit data, as applicable;

	●	a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that also includes discrete information related to each entity; and

	●	separate Part II, Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities sections related to each entity.

This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of Simon and the Operating Partnership in order to establish that the requisite certifications have been made and that Simon and the Operating Partnership are each compliant with Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 and 18 U.S.C. §1350. The separate discussions of Simon and the Operating Partnership in this report should be read in conjunction with each other to understand our results on a consolidated basis and how management operates our business.

In order to highlight the differences between Simon and the Operating Partnership, the separate sections in this report for Simon and the Operating Partnership specifically refer to Simon and the Operating Partnership. In the sections that combine disclosure of Simon and the Operating Partnership, this report refers to actions or holdings of Simon and the Operating Partnership as being “our” actions or holdings. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures, holds assets and incurs debt, we believe that references to “we,” “us” or “our” in this context is appropriate because the business is one enterprise and we operate substantially all of our business through the Operating Partnership.

Simon Property Group, Inc.

Simon Property Group, L.P.

Form 10-Q

INDEX

			Page
Part I — Financial Information

	Item 1.	Consolidated Financial Statements of Simon Property Group, Inc. (Unaudited)
		Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	5
		Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2024 and 2023	6
		Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	7
		Consolidated Statements of Equity at March 31, 2024 and 2023	8

		Consolidated Financial Statements of Simon Property Group, L.P. (Unaudited)
		Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	10
		Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2024 and 2023	11
		Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	12
		Consolidated Statements of Equity at March 31, 2024 and 2023	13

		Condensed Notes to Consolidated Financial Statements	15
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
	Item 3.	Qualitative and Quantitative Disclosures About Market Risk	48
	Item 4.	Controls and Procedures	49

Part II — Other Information

	Item 1.	Legal Proceedings	50
	Item 1A.	Risk Factors	50
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	50
	Item 3.	Defaults Upon Senior Securities	50
	Item 4.	Mine Safety Disclosures	50
	Item 5.	Other Information	50
	Item 6.	Exhibits	51

Signatures			52

Simon Property Group, Inc.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except share amounts)


	March 31,		December 31,
	2024		2023
ASSETS:
Investment properties, at cost	$	39,494,402	$	39,285,138
Less - accumulated depreciation		18,014,303		17,716,788
		21,480,099		21,568,350
Cash and cash equivalents		1,251,105		1,168,991
Short-term investments		1,300,000		1,000,000
Tenant receivables and accrued revenue, net		793,437		826,126
Investment in TRG, at equity		3,004,129		3,049,719
Investment in Klépierre, at equity		1,447,515		1,527,872
Investment in other unconsolidated entities, at equity		2,770,652		3,540,648
Right-of-use assets, net		524,920		484,073
Deferred costs and other assets		1,124,834		1,117,716
Total assets	$	33,696,691	$	34,283,495
LIABILITIES:
Mortgages and unsecured indebtedness	$	25,519,340	$	26,033,423
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,527,859		1,693,248
Cash distributions and losses in unconsolidated entities, at equity		1,724,494		1,760,922
Dividend payable		1,412		1,842
Lease liabilities		525,681		484,861
Other liabilities		635,781		621,601
Total liabilities		29,934,567		30,595,897
Commitments and contingencies
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests		177,528		195,949
EQUITY:
Stockholders’ Equity
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847		41,024		41,106
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,895,886 and 342,895,886 issued and outstanding, respectively		33		33
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		—		—
Capital in excess of par value		11,370,740		11,406,236
Accumulated deficit		(5,987,514)		(6,095,576)
Accumulated other comprehensive loss		(165,796)		(172,787)
Common stock held in treasury, at cost, 16,960,060 and 16,983,364 shares, respectively		(2,152,382)		(2,156,178)
Total stockholders’ equity		3,106,105		3,022,834
Noncontrolling interests		478,491		468,815
Total equity		3,584,596		3,491,649
Total liabilities and equity	$	33,696,691	$	34,283,495

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)


	For the Three Months Ended
	March 31,
	2024		2023
REVENUE:
Lease income	$	1,302,671	$	1,248,185
Management fees and other revenues		29,455		28,949
Other income		110,464		73,715
Total revenue		1,442,590		1,350,849
EXPENSES:
Property operating		126,114		111,748
Depreciation and amortization		307,369		307,059
Real estate taxes		109,210		111,159
Repairs and maintenance		25,728		22,174
Advertising and promotion		28,081		24,159
Home and regional office costs		60,723		56,820
General and administrative		9,132		9,107
Other		41,053		45,900
Total operating expenses		707,410		688,126
OPERATING INCOME BEFORE OTHER ITEMS		735,180		662,723
Interest expense		(230,623)		(199,429)
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)		414,769		—
Income and other tax (expense) benefit		(47,603)		13,453
(Loss) income from unconsolidated entities		(34,342)		21,900
Unrealized (losses) gains in fair value of publicly traded equity instruments and derivative instrument, net		(7,192)		20,608
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		10,966		—
CONSOLIDATED NET INCOME		841,155		519,255
Net income attributable to noncontrolling interests		108,619		66,594
Preferred dividends		834		834
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	731,702	$	451,827
BASIC AND DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	2.25	$	1.38

Consolidated Net Income	$	841,155	$	519,255
Unrealized gain on derivative hedge agreements		27,744		5,672
Net gain reclassified from accumulated other comprehensive loss into earnings		(1,611)		(501)
Currency translation adjustments		(17,429)		(751)
Changes in available-for-sale securities and other		(626)		194
Comprehensive income		849,233		523,869
Comprehensive income attributable to noncontrolling interests		109,705		67,189
Comprehensive income attributable to common stockholders	$	739,528	$	456,680

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)


	For the Three Months Ended
	March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$	841,155	$	519,255
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization		324,762		322,392
Gain on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(10,966)		—
Gain on disposal, exchange, or revaluation of equity interests, net		(414,769)		—
Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net		7,192		(20,608)
Straight-line lease loss		3,849		6,912
Loss (income) from unconsolidated entities		34,342		(21,900)
Distributions of income from unconsolidated entities		73,341		119,146
Changes in assets and liabilities
Tenant receivables and accrued revenue, net		30,426		25,774
Deferred costs and other assets		(3,392)		3,981
Accounts payable, accrued expenses, intangibles, deferred revenues and other		(112,837)		(126,271)
Net cash provided by operating activities		773,103		828,681
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		—		(27,712)
Funding of loans to related parties		(106,000)		(6,500)
Repayments of loans to related parties		4,083		2,913
Capital expenditures, net		(162,974)		(166,070)
Cash impact from the consolidation of properties		10,454		—
Investments in unconsolidated entities		(27,923)		(10,664)
Purchase of short-term investments		(600,000)		—
Proceeds from redemption of short-term investments		300,000		—
Purchase of equity instruments		(626)		—
Proceeds from sales of equity instruments		1,152,180		978
Distributions of capital from unconsolidated entities and other		124,177		47,315
Net cash provided by (used in) investing activities		693,371		(159,740)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and other, net of transaction costs		(82)		(83)
Purchase of shares related to stock grant recipients' tax withholdings		(4,438)		(2,624)
Redemption of limited partner units		(40,716)		(2,858)
Distributions to noncontrolling interest holders in properties		(6,571)		(5,525)
Contributions from noncontrolling interest holders in properties		1,734		6,459
Preferred distributions of the Operating Partnership		(432)		(479)
Distributions to stockholders and preferred dividends		(636,453)		(590,434)
Distributions to limited partners		(95,349)		(85,163)
Proceeds from issuance of debt, net of transaction costs		67,890		1,412,721
Repayments of debt		(669,943)		(867,160)
Net cash used in financing activities		(1,384,360)		(135,146)
INCREASE IN CASH AND CASH EQUIVALENTS		82,114		533,795
CASH AND CASH EQUIVALENTS, beginning of period		1,168,991		621,628
CASH AND CASH EQUIVALENTS, end of period	$	1,251,105	$	1,155,423

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)


					Accumulated						Common
					Other		Capital in				Stock
	Preferred		Common		Comprehensive		Excess of		Accumulated		Held in		Noncontrolling		Total
	Stock		Stock		Income (Loss)		Par Value		Deficit		Treasury		interests		Equity
December 31, 2023	$	41,106	$	33	$	(172,787)	$	11,406,236	$	(6,095,576)	$	(2,156,178)	$	468,815	$	3,491,649
Series J preferred stock premium amortization		(82)														(82)
Stock incentive program (54,075 common shares)								(8,234)				8,234				—
Redemption of limited partner units (279,350 units)								(38,160)						(2,556)		(40,716)
Amortization of stock incentive								5,118								5,118
Long-term incentive performance units														4,765		4,765
Issuance of unit equivalents and other (30,771 common shares repurchased)								(1)		11,979		(4,438)		(252)		7,288
Unrealized gain on hedging activities						24,138								3,606		27,744
Currency translation adjustments						(15,201)								(2,228)		(17,429)
Changes in available-for-sale securities and other						(545)								(81)		(626)
Net gain reclassified from accumulated other comprehensive loss into earnings						(1,401)								(210)		(1,611)
Other comprehensive income (loss)						6,991								1,087		8,078
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership								5,781						(5,781)		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(636,453)				(95,349)		(731,802)
Distributions to other noncontrolling interest partners														(2,040)		(2,040)
Net income, excluding $432 attributable to preferred interests in the Operating Partnership and a $1,615 loss attributable to noncontrolling redeemable interests in properties										732,536				109,802		842,338
March 31, 2024	$	41,024	$	33	$	(165,796)	$	11,370,740	$	(5,987,514)	$	(2,152,382)	$	478,491	$	3,584,596

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)


					Accumulated						Common
					Other		Capital in				Stock
	Preferred		Common		Comprehensive		Excess of		Accumulated		Held in		Noncontrolling		Total
	Stock		Stock		Income (Loss)		Par Value		Deficit		Treasury		interests		Equity
December 31, 2022	$	41,435	$	34	$	(164,873)	$	11,232,881	$	(5,926,974)	$	(2,043,979)	$	473,128	$	3,611,652
Series J preferred stock premium amortization		(83)														(83)
Stock incentive program (65,017 common shares)								(7,880)				7,880				—
Redemption of limited partner units (22,442 units)								(2,645)						(213)		(2,858)
Amortization of stock incentive								5,379								5,379
Long-term incentive performance units														3,382		3,382
Issuance of unit equivalents and other (22,338 common shares repurchased)										(5,020)		(2,624)		189		(7,455)
Unrealized gain on hedging activities						4,959								713		5,672
Currency translation adjustments						(671)								(80)		(751)
Changes in available-for-sale securities and other						169								25		194
Net gain reclassified from accumulated other comprehensive loss into earnings						(438)								(63)		(501)
Other comprehensive income (loss)						4,019								595		4,614
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership								3,736						(3,736)		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(590,434)				(85,163)		(675,597)
Distributions to other noncontrolling interest partners														(4,366)		(4,366)
Net income, excluding $479 attributable to preferred interests in the Operating Partnership and $572 attributable to noncontrolling redeemable interests in properties										452,661				65,543		518,204
March 31, 2023	$	41,352	$	34	$	(160,854)	$	11,231,471	$	(6,069,767)	$	(2,038,723)	$	449,359	$	3,452,872

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)


	March 31,		December 31,
	2024		2023
ASSETS:
Investment properties, at cost	$	39,494,402	$	39,285,138
Less — accumulated depreciation		18,014,303		17,716,788
		21,480,099		21,568,350
Cash and cash equivalents		1,251,105		1,168,991
Short-term investments		1,300,000		1,000,000
Tenant receivables and accrued revenue, net		793,437		826,126
Investment in TRG, at equity		3,004,129		3,049,719
Investment in Klépierre, at equity		1,447,515		1,527,872
Investment in other unconsolidated entities, at equity		2,770,652		3,540,648
Right-of-use assets, net		524,920		484,073
Deferred costs and other assets		1,124,834		1,117,716
Total assets	$	33,696,691	$	34,283,495
LIABILITIES:
Mortgages and unsecured indebtedness	$	25,519,340	$	26,033,423
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,527,859		1,693,248
Cash distributions and losses in unconsolidated entities, at equity		1,724,494		1,760,922
Distribution payable		1,412		1,842
Lease liabilities		525,681		484,861
Other liabilities		635,781		621,601
Total liabilities		29,934,567		30,595,897
Commitments and contingencies
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests		177,528		195,949
EQUITY:
Partners’ Equity
Preferred units, 796,948 units outstanding. Liquidation value of $39,847		41,024		41,106
General Partner, 325,943,826 and 325,920,522 units outstanding, respectively		3,065,081		2,981,728
Limited Partners, 48,844,151 and 48,913,717 units outstanding, respectively		459,316		447,494
Total partners’ equity		3,565,421		3,470,328
Nonredeemable noncontrolling interests in properties, net		19,175		21,321
Total equity		3,584,596		3,491,649
Total liabilities and equity	$	33,696,691	$	34,283,495

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)


	For the Three Months Ended
	March 31,
	2024		2023
REVENUE:
Lease income	$	1,302,671	$	1,248,185
Management fees and other revenues		29,455		28,949
Other income		110,464		73,715
Total revenue		1,442,590		1,350,849
EXPENSES:
Property operating		126,114		111,748
Depreciation and amortization		307,369		307,059
Real estate taxes		109,210		111,159
Repairs and maintenance		25,728		22,174
Advertising and promotion		28,081		24,159
Home and regional office costs		60,723		56,820
General and administrative		9,132		9,107
Other		41,053		45,900
Total operating expenses		707,410		688,126
OPERATING INCOME BEFORE OTHER ITEMS		735,180		662,723
Interest expense		(230,623)		(199,429)
Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)		414,769		—
Income and other tax (expense) benefit		(47,603)		13,453
(Loss) income from unconsolidated entities		(34,342)		21,900
Unrealized (losses) gains in fair value of publicly traded equity instruments and derivative instrument, net		(7,192)		20,608
Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		10,966		—
CONSOLIDATED NET INCOME		841,155		519,255
Net (loss) income attributable to noncontrolling interests		(1,470)		762
Preferred unit requirements		1,266		1,313
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	$	841,359	$	517,180
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
General Partner	$	731,702	$	451,827
Limited Partners		109,657		65,353
Net income attributable to unitholders	$	841,359	$	517,180
BASIC AND DILUTED EARNINGS PER UNIT:
Net income attributable to unitholders	$	2.25	$	1.38

Consolidated Net Income	$	841,155	$	519,255
Unrealized gain on derivative hedge agreements		27,744		5,672
Net gain reclassified from accumulated other comprehensive loss into earnings		(1,611)		(501)
Currency translation adjustments		(17,429)		(751)
Changes in available-for-sale securities and other		(626)		194
Comprehensive income		849,233		523,869
Comprehensive income attributable to noncontrolling interests		145		190
Comprehensive income attributable to unitholders	$	849,088	$	523,679

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)


	For the Three Months Ended
	March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$	841,155	$	519,255
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization		324,762		322,392
Gain on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(10,966)		—
Gain on disposal, exchange, or revaluation of equity interests, net		(414,769)		—
Unrealized losses (gains) in fair value of publicly traded equity instruments and derivative instrument, net		7,192		(20,608)
Straight-line lease loss		3,849		6,912
Loss (income) from unconsolidated entities		34,342		(21,900)
Distributions of income from unconsolidated entities		73,341		119,146
Changes in assets and liabilities
Tenant receivables and accrued revenue, net		30,426		25,774
Deferred costs and other assets		(3,392)		3,981
Accounts payable, accrued expenses, intangibles, deferred revenues and other		(112,837)		(126,271)
Net cash provided by operating activities		773,103		828,681
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		—		(27,712)
Funding of loans to related parties		(106,000)		(6,500)
Repayments of loans to related parties		4,083		2,913
Capital expenditures, net		(162,974)		(166,070)
Cash impact from the consolidation of properties		10,454		—
Investments in unconsolidated entities		(27,923)		(10,664)
Purchase of short-term investments		(600,000)		—
Proceeds from redemption of short-term investments		300,000		—
Purchase of equity instruments		(626)		—
Proceeds from sale of equity instruments		1,152,180		978
Distributions of capital from unconsolidated entities and other		124,177		47,315
Net cash provided by (used in) investing activities		693,371		(159,740)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of units and other		(82)		(83)
Purchase of units related to stock grant recipients' tax withholdings		(4,438)		(2,624)
Redemption of limited partner units		(40,716)		(2,858)
Distributions to noncontrolling interest holders in properties		(6,571)		(5,525)
Contributions from noncontrolling interest holders in properties		1,734		6,459
Partnership distributions		(732,234)		(676,076)
Mortgage and unsecured indebtedness proceeds, net of transaction costs		67,890		1,412,721
Mortgage and unsecured indebtedness principal payments		(669,943)		(867,160)
Net cash used in financing activities		(1,384,360)		(135,146)
INCREASE IN CASH AND CASH EQUIVALENTS		82,114		533,795
CASH AND CASH EQUIVALENTS, beginning of period		1,168,991		621,628
CASH AND CASH EQUIVALENTS, end of period	$	1,251,105	$	1,155,423

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)


	Preferred		Simon (Managing		Limited		Noncontrolling		Total
	Units		General Partner)		Partners		interests		Equity
December 31, 2023	$	41,106	$	2,981,728	$	447,494	$	21,321	$	3,491,649
Series J preferred stock premium and amortization		(82)								(82)
Stock incentive program (54,075 common units)				—						—
Amortization of stock incentive				5,118						5,118
Redemption of limited partner units (279,350 units)				(38,160)		(2,556)				(40,716)
Long-term incentive performance units						4,765				4,765
Issuance of unit equivalents and other (209,784 units and 30,771 common units)				7,540		(1)		(251)		7,288
Unrealized gain on hedging activities				24,138		3,606				27,744
Currency translation adjustments				(15,201)		(2,228)				(17,429)
Changes in available-for-sale securities and other				(545)		(81)				(626)
Net gain reclassified from accumulated other comprehensive loss into earnings				(1,401)		(210)				(1,611)
Other comprehensive income (loss)				6,991		1,087				8,078
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership				5,781		(5,781)				—
Distributions, excluding distributions on preferred interests classified as temporary equity		(834)		(635,619)		(95,349)		(2,040)		(733,842)
Net income, excluding preferred distributions on temporary equity preferred units of $432 and a $1,615 loss attributable to noncontrolling redeemable interests in properties		834		731,702		109,657		145		842,338
March 31, 2024	$	41,024	$	3,065,081	$	459,316	$	19,175	$	3,584,596

The accompanying notes are an integral part of these statements.

Simon Property Group, L.P.

Unaudited Consolidated Statements of Equity

(Dollars in thousands)


	Preferred		Simon (Managing		Limited		Noncontrolling		Total
	Units		General Partner)		Partners		interests		Equity
December 31, 2022	$	41,435	$	3,097,089	$	448,076	$	25,052	$	3,611,652
Series J preferred stock premium and amortization		(83)								(83)
Stock incentive program (65,017 common units)				—						—
Amortization of stock incentive				5,379						5,379
Redemption of limited partner units (22,442 units)				(2,645)		(213)				(2,858)
Long-term incentive performance units						3,382				3,382
Issuance of unit equivalents and other (22,338 common units)				(7,644)		1		188		(7,455)
Unrealized gain on hedging activities				4,959		713				5,672
Currency translation adjustments				(671)		(80)				(751)
Changes in available-for-sale securities and other				169		25				194
Net gain reclassified from accumulated other comprehensive loss into earnings				(438)		(63)				(501)
Other comprehensive income (loss)				4,019		595				4,614
Adjustment to limited partners’ interest from change in ownership in the Operating Partnership				3,736		(3,736)				—
Distributions, excluding distributions on preferred interests classified as temporary equity		(834)		(589,600)		(85,163)		(4,366)		(679,963)
Net income, excluding preferred distributions on temporary equity preferred units of $479 and $572 attributable to noncontrolling redeemable interests in properties		834		451,827		65,353		190		518,204
March 31, 2023	$	41,352	$	2,962,161	$	428,295	$	21,064	$	3,452,872

The accompanying notes are an integral part of these statements.

Simon Property Group, Inc.Simon Property Group, L.P.Condensed Notes to Consolidated Financial Statements(Unaudited)(Dollars in thousands, except share, per share, unit and per unit amounts****and where indicated in millions or billions)

1. Organization

Simon Property Group, Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. REITs will generally not be liable for U.S. federal corporate income taxes as long as they distribute not less than 100% of their REIT taxable income. Simon Property Group, L.P. is our majority-owned Delaware partnership subsidiary that owns all of our real estate properties and other assets. According to the Operating Partnership’s partnership agreement, the Operating Partnership is required to pay all expenses of Simon. In these condensed notes to the consolidated financial statements, unless stated otherwise or the context otherwise requires, references to "Simon" mean Simon Property Group, Inc. and references to the "Operating Partnership" mean Simon Property Group, L.P. References to "we," "us" and "our" mean collectively Simon, the Operating Partnership and those entities/subsidiaries owned or controlled by Simon and/or the Operating Partnership. Unless otherwise indicated, these condensed notes to consolidated financial statements apply to both Simon and the Operating Partnership.

We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, and The Mills®. As of March 31, 2024, we owned or held an interest in 195 income-producing properties in the United States, which consisted of 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 84% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 23 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of March 31, 2024, we had ownership in 35 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of March 31, 2024, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 14 countries in Europe. We also own investments in retail operations (J.C. Penney and SPARC Group), an e-commerce venture (Rue Gilt Groupe, or RGG), and Jamestown (a global real estate investment and management company), collectively, our other platform investments.

2. Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim periods ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in the combined 2023 Annual Report on Form 10-K of Simon and the Operating Partnership. Certain reclassifications considered necessary for a fair presentation have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications have not changed the results of operations.

We consolidate properties that are wholly-owned and properties where we own less than 100% but we control such property. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us.

We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. Except as discussed in Note 6, there have been no changes during 2024 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During the periods presented, we did not provide financial or other support to any identified VIE that we were not contractually obligated to provide, except as discussed in Note 6.

Investments in partnerships and joint ventures represent our noncontrolling ownership interests. We account for these unconsolidated entities using the equity method of accounting. We initially record these investments at cost and we subsequently

adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement, cash contributions and distributions, and foreign currency fluctuations, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in partnerships and joint ventures for which accumulated distributions have exceeded investments in and our share of net income of the partnerships and joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated balance sheets. The net equity of certain partnerships and joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization.

As of March 31, 2024, we consolidated 130 wholly-owned properties and 20 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We apply the equity method of accounting to the other 80 properties (the joint venture properties) and our investments in Klépierre, TRG, and our other platform investments. We manage the day-to-day operations of 50 of the 80 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Mexico, Malaysia, Thailand, Canada, Spain, and the United Kingdom comprise 24 of the remaining 30 properties. These international properties and TRG are managed by joint ventures in which we share control.

Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests, or preferred units, and are included in net income attributable to noncontrolling interests. We allocate net operating results of the Operating Partnership after preferred distributions to limited partners and to Simon based on the partners’ respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributable to limited partners are reflected in net income attributable to noncontrolling interests. Simon’s weighted average ownership interest in the Operating Partnership was 87.0% and 87.4% for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, Simon’s ownership interest in the Operating Partnership was 87.0%. We adjust the noncontrolling limited partners’ interests at the end of each period to reflect their interest in the net assets of the Operating Partnership.

Preferred unit requirements in the Operating Partnership’s accompanying consolidated statements of operations and comprehensive income represent distributions on outstanding preferred units and are recorded when declared.

3. Significant Accounting Policies

Cash and Cash Equivalents and Short-term Investments

We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers’ acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions of high credit quality. However, at certain times, such cash and cash equivalents are in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits.

We classify short-term investments, which consist of time-deposits with original maturities in excess of 90 days as available-for-sale. Short-term investments are reported at fair value and reviewed periodically for allowances for credit losses and impairment. When evaluating the investments, we review factors such as the extent to which the fair value of the security is less than the amortized cost basis, adverse conditions specifically related to the security, the financial condition of the issuer, the Company’s intent to sell, and whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis.

Equity Instruments and Debt Securities

Equity instruments and debt securities consist primarily of equity instruments, our deferred compensation plan investments, the debt securities of our captive insurance subsidiary, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. At March 31, 2024 and December 31, 2023, we had equity instruments with readily determinable fair values of $93.1 million and $97.7 million, respectively. Changes in the fair value of these equity instruments are

recorded in unrealized (losses) gains in fair value of publicly traded equity instruments and derivative instrument, net in our consolidated statements of operations and comprehensive income. At March 31, 2024 and December 31, 2023, we had equity instruments without readily determinable fair values of $242.9 million and $240.2 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer, and determined that no material adjustment in the carrying value was required for the three ended March 31, 2024 and 2023.

Our deferred compensation plan equity instruments are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

At March 31, 2024 and December 31, 2023, we held debt securities of $78.1 million and $79.7 million, respectively, in our captive insurance subsidiary. The types of securities included in the investment portfolio of our captive insurance subsidiary are typically U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than one year to ten years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiary is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment is recorded and a new cost basis is established.

Our captive insurance subsidiary is required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited.

Fair Value Measurements

Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

We have equity instruments with readily determinable fair values that are valued using Level 1 inputs. We have foreign currency forward contracts, interest rate cap and swap agreements, and time-deposits that mature within one-year that are valued using Level 2 inputs. The notional value of our time-deposits approximate fair value given the relatively short-term nature of the instruments. We also have a bifurcated embedded derivative option that was a component of the €750.0 million exchangeable bonds issued in November 2023. This instrument is classified as primarily having Level 3 inputs and is further discussed in Note 3, within the Derivative Financial Instruments subsection and in Note 7.


Description	March 31, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Short-term investments	$	1,300,000	$	-	$	1,300,000	$	-
Deferred costs and other assets		127,472		93,068		34,404		-
Total	$	1,427,472	$	93,068	$	1,334,404	$	-

Liabilities:
Other Liabilities	$	31,218	$	-	$	409	$	30,809


Description	December 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Short-term investments	$	1,000,000	$	-	$	1,000,000	$	-
Deferred costs and other assets		113,779		97,696		16,083
Total		1,113,779		97,696		1,016,083		-

Liabilities:
Other Liabilities	$	38,146	$	-	$	9,774	$	28,372

Note 7 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3, 4, and 6 include discussions of the fair values recorded in purchase accounting using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of fair value, net operating results of the property, capitalization rates and discount rates.

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows:


	As of		As of
	March 31,		December 31,
	2024		2023
Limited partners’ interests in the Operating Partnership	$	459,316	$	447,494
Nonredeemable noncontrolling interests in properties, net		19,175		21,321
Total noncontrolling interests reflected in equity	$	478,491	$	468,815

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties, limited partners’ interests in the Operating Partnership and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

The Operating Partnership

Our evaluation of the appropriateness of classifying the Operating Partnership’s common units of partnership interest, or units, held by Simon and the Operating Partnership's limited partners within permanent equity considered several significant factors. First, as a limited partnership, all decisions relating to the Operating Partnership’s operations and distributions are made by Simon, acting as the Operating Partnership’s sole general partner. The decisions of the general partner are made by Simon's Board of Directors or management. The Operating Partnership has no other governance structure. Secondly, the sole asset of Simon is its interest in the Operating Partnership. As a result, a share of common stock of Simon, or common stock, if owned by the Operating Partnership, is best characterized as being similar to a treasury share and thus not an asset of the Operating Partnership.

Limited partners of the Operating Partnership have the right under the Operating Partnership’s partnership agreement to exchange their units for shares of common stock or cash, as selected by Simon as the sole general partner. Accordingly, we classify units held by limited partners in permanent equity because Simon may elect to issue shares of common stock to limited

partners exercising their exchange rights rather than using cash. Under the Operating Partnership’s partnership agreement, the Operating Partnership is required to redeem units held by Simon only when Simon has repurchased shares of common stock. We classify units held by Simon in permanent equity because the decision to redeem those units would be made by Simon.

Net income attributable to noncontrolling interests (which includes nonredeemable and redeemable noncontrolling interests in consolidated properties) is a component of consolidated net income.

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($236.8) million and ($221.6) million as of March 31, 2024 and December 31, 2023, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following:


	For the Three Months Ended
	March 31,
					Affected line item where
	2024		2023		net income is presented

Accumulated derivative gains, net	$	1,611	$	501	Interest expense
		(210)		(63)	Net income attributable to noncontrolling interests
	$	1,401	$	438

The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($272.3) million and ($254.9) million as of March 31, 2024 and December 31, 2023, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following:


	For the Three Months Ended
	March 31,
					Affected line item where
	2024		2023		net income is presented

Accumulated derivative gains, net	$	1,611	$	501	Interest expense

Derivative Financial Instruments

We record all derivatives on our consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

As of March 31, 2024, we had the following outstanding interest rate derivatives related to managing our interest rate risk:


	Number of	Notional
Interest Rate Derivative	Instruments	Amount
Interest Rate Swaps	5	$	805.0 million
Interest Rate Caps	1	$	38.0 million
Interest Rate Swaps	2	€	193.0 million
Interest Rate Caps	2	€	80.0 million

As of December 31, 2023, we had the following outstanding interest rate derivatives related to managing our interest rate risk:


	Number of	Notional
Interest Rate Derivative	Instruments	Amount
Interest Rate Swaps	5	$	805.0 million
Interest Rate Caps	1	$	38.0 million
Interest Rate Swaps	1	€	128.0 million
Interest Rate Caps	3	€	129.0 million

The carrying value of our interest rate swap and cap agreements, at fair value, as of March 31, 2024 and December 31, 2023 was an asset balance of $29.3 million and $11.6 million, respectively, and is included in deferred costs and other assets.

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt.

We may enter into treasury lock agreements as part of an anticipated debt issuance. Upon completion of the debt issuance, the fair value of these instruments that had been recorded as part of accumulated other comprehensive income (loss) is amortized to interest expense over the life of the debt agreement.

The unamortized gain on our treasury locks and terminated hedges recorded in accumulated other comprehensive income (loss) was $40.3 million and $41.9 million as of March 31, 2024 and December 31, 2023, respectively. Within the next 12 months, we expect to reclassify to earnings approximately $5.2 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Yen and Euro. We use currency forward contracts, cross currency swap contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in U.S. dollars for their fair value at or close to their settlement date.

We had the following Euro:USD forward contracts designated as net investment hedges at March 31, 2024 and December 31, 2023 (in millions):


			Asset (Liability) Value as of
			March 31,		December 31,
Notional Value		Maturity Date	2024		2023
€	50.0	January 17, 2024		—		(0.4)
€	30.0	March 15, 2024		—		1.0
€	51.0	March 15, 2024		—		(3.6)
€	20.0	April 12, 2024		0.5		(0.1)
€	25.0	July 17, 2024		1.4		0.7
€	37.0	December 13, 2024		0.2		(0.9)
€	37.0	December 13, 2024		0.2		(0.9)
€	50.0	March 17, 2025		0.3		(1.1)
€	27.0	March 17, 2025		0.4		—
€	54.0	March 17, 2025		0.8		—
€	50.0	April 17, 2025		0.9		—

Asset balances in the above table are included in deferred costs and other assets. Liability balances in the above table are included in other liabilities.

We have designated certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the three months ended March 31, 2024 and 2023, we recorded gains (loss) of $46.4 million and ($32.4 million), respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro-denominated joint venture investments.

The total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $71.5 million and $48.7 million as of March 31, 2024 and December 31, 2023, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $82.2 million and $56.1 million as of March 31, 2024 and December 31, 2023, respectively.

The exchange option of our exchangeable bonds is valued as a derivative liability using an option pricing model that incorporates the observed period ending price of the exchangeable bonds and secondary market prices of comparable unsecured senior notes without an exchange feature. The key assumptions utilized are the period ending share-price of Klépierre, share-price implied volatility, the EUR risk-free rate, Klépierre expected dividend yield, time to maturity, and the comparable spread to the EUR risk-free rate of unsecured senior notes without an exchange feature.

The fair value of the option is recorded in other liabilities in the consolidated balance sheets and changes to the value of the option are recognized in the consolidated statements of operations and comprehensive income in unrealized gains (losses) in fair value of publicly traded equity instruments and derivative instrument, net.

The key inputs into the option model for the exchange option within the exchangeable bonds as of March 31, 2024 and December 31, 2023 were as follows:


	March 31, 2024		December 31, 2023
Klépierre stock price	€	24.00	€	24.68
Implied volatility		18.57%		17.88%
EUR risk-free rate		2.83%		2.11%
Klépierre expected dividend yield		7.04%		6.85%
Expected term		2.63 years		2.88 years
Credit Spread		0.68%		0.84%

The option is measured at fair value on a recurring basis. As of March 31, 2024 and December 31, 2023 the values of the option were $30.8 million and $28.4 million, respectively.

New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, “Reference Rate Reform,” which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions, and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024. We elected the expedients in conjunction with transitioning certain debt instruments, as discussed in note 7, to alternative benchmark indices. There was no impact on our consolidated financial statements at adoption.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting,” which provides improvements to reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes,” which provides improvements to income tax disclosures by enhancing the transparency and decision usefulness of the material provided. The standard will be effective for us for the fiscal years beginning after December 15, 2024. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements and footnotes.

4. Real Estate Acquisitions and Dispositions

Unless otherwise noted, gains and losses on property transactions are included in gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income. We capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the three months ended March 31, 2024 and 2023.

2024 Acquisitions

On February 6, 2024, we acquired an additional interest in Miami International Mall from a joint venture partner, resulting in the consolidation of this property. The cash consideration for this transaction was de minimis. Upon consolidation, we recorded $102.5 million of investment property. The property is subject to a $158.0 million 6.92% fixed rate mortgage loan. We accounted for this transaction as an asset acquisition and these non-cash investing and financing activities are excluded from our statement of cash flows.

5. Per Share and Per Unit Data

We determine basic earnings per share and basic earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share and diluted earnings per unit based on the weighted average number of shares of common stock or units, as applicable, outstanding combined with the incremental weighted average number of shares or units, as applicable, that would have been outstanding assuming all potentially dilutive securities were converted into shares of common stock or units, as applicable, at the earliest date possible. The following tables set forth the components of basic and diluted earnings per share and basic and diluted earnings per unit.

Simon


	For the Three Months Ended March 31,
	2024		2023
Net Income attributable to Common Stockholders — Basic and Diluted	$	731,702	$	451,827
Weighted Average Shares Outstanding — Basic and Diluted		325,911,525		326,954,294

For the three months ended March 31, 2024, potentially dilutive securities include units that are exchangeable for common stock and long-term incentive performance units, or LTIP units, granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. No securities had a material dilutive effect for the three months ended March 31, 2024 and 2023. We have not adjusted net income attributable to common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared.

The Operating Partnership


	For the Three Months Ended March 31,
	2024		2023
Net Income attributable to Unitholders — Basic and Diluted	$	841,359	$	517,180
Weighted Average Units Outstanding — Basic and Diluted		374,754,605		374,245,604

For the three months ended March 31, 2024, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the three months ended March 31, 2024 and 2023. We accrue distributions when they are declared.

6. Investment in Unconsolidated Entities and International Investments

Real Estate Joint Ventures and Investments

Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties and diversify our risk in a particular property or portfolio of properties. As discussed in note 2, we held joint venture interests in 80 properties as of March 31, 2024.

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 joint venture 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 limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

We may provide financing to joint venture properties primarily in the form of interest bearing loans. As of March 31, 2024 and December 31, 2023, we had construction loans and other advances to these related parties totaling $89.8 million and $98.0 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

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

During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

Taubman Realty Group

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%. Substantially all our investment has been determined to relate to investment property. Our investment includes 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.

The table below represents summary financial information of TRG.


	For the Three Months Ended
	March 31,
	2024		2023
Total revenues	$	177,425	$	169,728
Operating income before other items		73,952		74,778
Consolidated net income		124,926		44,953
Our share of net income		104,790		34,848
Amortization of excess investment		(105,576)		(47,390)

Other Platform Investments

As of March 31, 2024, we own a 41.67% noncontrolling interest in J.C. Penney, a department store retailer. We also own a 33.3% noncontrolling interest in SPARC Group. During the quarter, we and a partner funded a loan to SPARC Group, our share of which was $100.0 million, which constituted a reconsideration event and the resulting determination that SPARC Group is a VIE. As we do not have power to direct the activities that most significantly impact the economic performance of SPARC Group, we are not the primary beneficiary and continue to account for our investment under the equity method. The carrying amount of our investment in this joint venture was $94.4 million and $169.2 million as of March 31, 2024 and December 31, 2023, respectively, and is included in Investment in other unconsolidated entities, at equity in the consolidated balance sheets. Our maximum exposure to loss is the carrying value of our investment, our share of the loan receivable which is included in Deferred costs and other assets in the consolidated balance sheet, and a guarantee we have provided to SPARC Group’s lenders of $50.0 million.

During the third quarter of 2023, SPARC Group issued equity to a third party resulting in the dilution of our ownership to approximately 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. In connection with this transaction, we recorded deferred taxes of $36.9 million.

During the first quarter of 2024, we sold all of our remaining interest in Authentic Brands Group, or ABG, for cash proceeds of $1.2 billion, resulting in a pre-tax gain of $414.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $103.7 million, which is included in income and other tax expense in the consolidated statement of operations and comprehensive income.

During the fourth quarter of 2023, we sold a portion of our interest in ABG, for cash proceeds of $300.2 million, resulting in a pre-tax gain of $157.1 million. In connection with this transaction, we recorded tax expense of $39.3 million. Concurrently, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 9.6% 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 $10.3 million. In connection with this transaction, we recorded deferred taxes of $2.6 million.

During the third quarter of 2023, ABG completed a capital transaction resulting in the dilution of our ownership to approximately 11.7% 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 $12.4 million. In connection with this transaction, we recorded deferred taxes of $3.1 million.

During the second quarter of 2023, ABG completed a capital transaction resulting in a dilution of our ownership 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 $36.4 million. In connection with this transaction, we recorded deferred taxes of $9.1 million.

As of March 31, 2024, we own a 45% noncontrolling interest in Rue Gilt Groupe and a 50% noncontrolling legal ownership interest in Jamestown.

The table below represents combined summary financial information, after intercompany eliminations, of our other platform investments.


	For the Three Months Ended
	March 31,
	2024		2023
Total revenues	$	2,757,083	$	2,956,722
Operating loss before other items		(237,072)		(17,869)
Consolidated net loss		(320,674)		(118,966)
Our share of net loss		(87,046)		(37,789)
Amortization of excess investment		(692)		(1,665)

European Investments

At March 31, 2024, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $25.90 per share. The table below represents summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP.


	For the Three Months Ended
	March 31,
	2024		2023
Total revenues	$	330,606	$	322,557
Operating income before other items		128,597		105,308
Consolidated net income		103,561		82,719
Our share of net income		18,913		17,858
Amortization of excess investment		(3,276)		(3,253)

We have an interest in a European investee that had interests in 12 Designer Outlet properties as of March 31, 2024 and December 31, 2023, eight of which are consolidated by us as of March 31, 2024. As of March 31, 2024, our legal percentage ownership interests in these properties ranged from 23% to 94%.

In addition, we have a 50.0% noncontrolling interest in a European property management and development company that provides services to the Designer Outlet properties.

We also have minority interests in Value Retail PLC and affiliated entities, which own or have interests in and operate nine luxury outlets located throughout Europe and we also have a direct minority ownership in three of those outlets. At March 31, 2024 and December 31, 2023, the carrying value of these equity instruments without readily determinable fair values was $140.8 million and is included in deferred costs and other assets.

Asian Joint Ventures

We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $236.0 million and $231.2 million as of March 31, 2024 and December 31, 2023, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% noncontrolling ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $203.7 million and $200.6 million as of March 31, 2024 and December 31, 2023, respectively, including all related components of accumulated other comprehensive income (loss).

Summary Financial Information

A summary of the combined balance sheets and statements of operations of our equity method investments and share of income from such investments, excluding our investments in Klépierre and TRG as well as our other platform investments, follows.

COMBINED BALANCE SHEETS


	March 31,		December 31,
	2024		2023
Assets:
Investment properties, at cost	$	19,151,115	$	19,315,578
Less - accumulated depreciation		8,859,314		8,874,745
		10,291,801		10,440,833
Cash and cash equivalents		1,331,870		1,372,377
Tenant receivables and accrued revenue, net		458,425		505,933
Right-of-use assets, net		117,569		126,539
Deferred costs and other assets		568,838		537,943
Total assets	$	12,768,503	$	12,983,625
Liabilities and Partners’ Deficit:
Mortgages	$	14,056,723	$	14,282,839
Accounts payable, accrued expenses, intangibles, and deferred revenue		956,184		1,032,217
Lease liabilities		107,873		116,535
Other liabilities		363,647		368,582
Total liabilities		15,484,427		15,800,173
Preferred units		67,450		67,450
Partners’ deficit		(2,783,374)		(2,883,998)
Total liabilities and partners’ deficit	$	12,768,503	$	12,983,625
Our Share of:
Partners’ deficit	$	(1,195,321)	$	(1,258,809)
Add: Excess Investment		1,140,083		1,173,852
Our net (deficit) Investment in unconsolidated entities, at equity	$	(55,238)	$	(84,957)

Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and has been determined to relate to the fair value of the investment properties, intangible assets, including goodwill, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of assets acquired, typically no greater than 40 years, the terms of the applicable leases, the estimated useful lives of the finite lived intangibles, and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

COMBINED STATEMENTS OF OPERATIONS


	For the Three Months Ended
	March 31,
	2024		2023
REVENUE:
Lease income	$	752,030	$	735,048
Other income		90,992		90,046
Total revenue		843,022		825,094
OPERATING EXPENSES:
Property operating		161,044		154,922
Depreciation and amortization		159,815		164,473
Real estate taxes		63,180		64,004
Repairs and maintenance		19,492		18,774
Advertising and promotion		21,663		20,710
Other		54,881		53,310
Total operating expenses		480,075		476,193
Operating Income Before Other Items		362,947		348,901
Interest expense		(176,751)		(168,206)
Net Income	$	186,196	$	180,695
Third-Party Investors’ Share of Net Income	$	94,370	$	90,259
Our Share of Net Income		91,826		90,436
Amortization of Excess Investment		(14,697)		(14,921)
Income from Unconsolidated Entities	$	77,129	$	75,515

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Klépierre and TRG as well as our other platform investments, before any applicable taxes, is presented in income from unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income. Unless otherwise noted, our share of the gain on acquisition of controlling interest sale or disposal of assets and interests in unconsolidated entities, net is reflected within gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statements of operations and comprehensive income.

7. Debt

Unsecured Debt

At March 31, 2024, our unsecured debt consisted of $20.1 billion of senior unsecured notes of the Operating Partnership and $305.0 million outstanding under the Operating Partnership’s $5.0 billion unsecured revolving credit facility, or Credit Facility.

The Credit Facility has an initial borrowing capacity of $5.0 billion which may be increased in the form of additional commitments in the aggregate not to exceed $1.0 billion, for a total aggregate size of $6.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. Borrowings may be denominated in U.S. dollars, Euro, Yen, Pounds Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 97% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2027. The Credit

Facility can be extended for two additional six-month periods to June 30, 2028, at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Credit Facility bear interest, at our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Credit Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Credit Facility. Based upon our current credit ratings, the interest rate on the Credit Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

The Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and together with the Credit Facility, the Credit Facilities, may be increased to $4.5 billion during its term and provides for borrowings denominated in U.S. dollars, Euro, Yen, Pounds, Sterling, Canadian dollars and Australian dollars. Borrowings in currencies other than the U.S. dollar are limited to 100% of the maximum revolving credit amount, as defined. The initial maturity date of the Supplemental Facility is January 31, 2026 and can be extended for an additional year to January 31, 2027 at our sole option, subject to satisfying certain customary conditions precedent.

Borrowings under the Supplemental Facility bear interest, at the Company’s election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility. Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

At March 31, 2024, we had an aggregate available borrowing capacity of $8.1 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Credit Facilities, during the three months ended March 31, 2024 was $305.0 million and the weighted average outstanding balance was $305.0 million. Letters of credit of $58.6 million were outstanding under the Credit Facilities as of March 31, 2024.

The Operating Partnership also has available a global unsecured commercial paper note program, or Commercial Paper program of $2.0 billion, or the non-U.S. dollar equivalent thereof. The Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euro and other currencies. Notes issued in non-U.S. currencies may be issued by one or more subsidiaries of the Operating Partnership and are guaranteed by the Operating Partnership. Notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) pari passu with the Operating Partnership’s other unsecured senior indebtedness. The Commercial Paper program is supported by the Credit Facilities and, if necessary or appropriate, we may make one or more draws under either of the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program. On March 31, 2024, we had no outstanding balance under the Commercial Paper program. Borrowings reduce amounts otherwise available under the Credit Facilities.

On February 1, 2024, the Operating Partnership completed the redemption, at par, of its $600 million 3.75% notes at maturity.

On November 14, 2023, the Operating Partnership completed 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. The 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 exchangeable option within the bonds has been determined to meet the criteria for bifurcation as previously discussed in Note 3.

On November 9, 2023, the Operating Partnership completed 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. The proceeds were used to redeem, at par, its $600 million 3.75% notes at maturity on February 1, 2024.

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

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

On March 8, 2023, the Operating Partnership completed the issuance of the following senior unsecured notes: $650 million with a fixed interest rate 5.50%, and $650 million with a fixed interest rate of 5.85%, with maturity dates of March 8, 2033 and March 8, 2053, respectively. 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 January 10, 2023, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. These interest rate swaps were terminated in connection with the repayment of these borrowings on November 14, 2023.

Mortgage Debt

Total mortgage indebtedness was $5.3 billion and $5.2 billion at March 31, 2024 and December 31, 2023, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. The Credit Facilities contain ongoing covenants relating to total and secured leverage to capitalization value, minimum earnings before interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered EBITDA coverage requirements. Payment under the Credit Facilities can be accelerated if the Operating Partnership or Simon is subject to bankruptcy proceedings or upon the occurrence of certain other events. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender, including adjustments to the applicable interest rate. As of March 31, 2024, we were in compliance with all covenants of our unsecured debt.

At March 31, 2024, our consolidated subsidiaries were the borrowers under 36 non-recourse mortgage notes secured by mortgages on 39 properties and other assets, including two separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of five properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties that serve as collateral for that debt. If the applicable borrower under these non-recourse mortgage notes were to fail to comply with these covenants, the lender could accelerate the debt and enforce its rights against their collateral. At March 31, 2024, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually or in the aggregate, giving effect to applicable cross-default provisions, have a material adverse effect on our financial condition, liquidity or results of operations.

Fair Value of Debt

The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using

cash flows discounted at current market rates. We estimate the fair values of consolidated fixed rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed rate mortgages and unsecured indebtedness including commercial paper was $25.2 billion and $25.6 billion as of March 31, 2024 and December 31, 2023. The fair values of these financial instruments and the related discount rate assumptions as of March 31, 2024 and December 31, 2023 are summarized as follows:


	March 31,			December 31,
	2024			2023
Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)	$	23,530		$	24,248
Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages		6.48	%		6.10	%
Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness		6.41	%		6.10	%

8. Equity

During the three months ended March 31, 2024, the Operating Partnership redeemed 279,350 units from five limited partners for $40.7 million. These transactions increased Simon’s ownership interest in the Operating Partnership.

On February 8, 2024, Simon's Board of Directors authorized a new common stock repurchase plan which immediately replaced the existing repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on February 8, 2024 and ending on February 8, 2026 in the open market or in privately negotiated transactions as market conditions warrant. As of March 31, 2024, no repurchases had been made under the new repurchase plan. As Simon repurchases shares under these programs, the Operating Partnership repurchases an equal number of units from Simon.

We paid a common stock dividend of $1.95 per share for the first quarter of 2024. We paid common stock dividends of $1.80 per share for the first quarter of 2023. The Operating Partnership paid distributions per unit for the same amounts. On May 6, 2024, Simon’s Board of Directors declared a quarterly cash dividend for the second quarter of 2024 of $2.00 per share, payable on June 28, 2024 to shareholders of record on June 7, 2024. The distribution rate on units is equal to the dividend rate on common stock.

Temporary Equity

Simon

Simon classifies as temporary equity those securities for which there is the possibility that Simon could be required to redeem the security for cash irrespective of the probability of such a possibility. As a result, Simon classifies one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties. The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity. The remaining interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside Simon’s control are accounted for as temporary equity. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit in the consolidated statements of equity in issuance of unit equivalents and other. There were no noncontrolling interests

redeemable at amounts in excess of fair value as of March 31, 2024 and December 31, 2023. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as follows:


	As of		As of
	March 31,		December 31,
	2024		2023
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 230,373 issued and outstanding	$	23,037	$	23,037
Other noncontrolling redeemable interests		154,491		172,912
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties	$	177,528	$	195,949

The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as follows:


	As of		As of
	March 31,		December 31,
	2024		2023
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 230,373 issued and outstanding	$	23,037	$	23,037
Other noncontrolling redeemable interests		154,491		172,912
Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties	$	177,528	$	195,949

Stock-Based Compensation

Our long-term incentive compensation awards under our stock-based compensation plans primarily take the form of LTIP units, restricted stock units, and restricted stock. The substantial majority of these awards are market condition or performance-based, and are based on various market, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive income. LTIP units are a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. Participants are entitled to receive distributions on the awarded LTIP units, as defined, equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two class method of computing earnings per share. These are granted under The Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan.

The grant date fair values of any LTIP units that are market-based awards are estimated using a Monte Carlo model, and the resulting fixed expense is recorded regardless of whether the market condition criteria are achieved if the participant performs the required service period. The grant date fair values of the market-based awards are being amortized into expense over the performance period, which is the grant date through the date at which the awards, if earned, become vested. The expense of the performance-based award is recorded over the performance period, which is the grant date through the date at which the awards, if earned, become vested, based on our assessment as to whether it is probable that the performance criteria will be achieved during the applicable performance periods. The grant date fair values of any restricted stock unit awards are recognized as expense over the vesting period.

2020 LTI Program. In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share. One-third of these awards vested on each of January 1, 2022, 2023 and 2024. The grant date fair value of the awards of $26.3 million was recognized as expense over the three-year vesting period.

2021 LTI Program. In 2021, the Compensation and Human Capital Committee established and granted awards under the 2021 LTI Program. Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2021 LTI Program will vest on January 1, 2025. The 2021 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and in March 2024, the Compensation and Human Capital Committee determined 209,784 performance based LTIP units under this program were earned. As part of the 2021 LTI Program, the Compensation and Human Capital Committee also established a grant of 37,976 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $112.92 per share. These awards vested on March 1, 2024. The $4.3 million grant date fair value of these awards was recognized as expense over the three-year vesting period.

2022 LTI Program. In the first quarter of 2022, the Compensation and Human Capital Committee established and granted awards under a 2022 Long-Term Incentive Program, or 2022 LTI Program. Awards under the 2022 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2022 LTI Program will vest on January 1, 2026. The 2022 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $20.6 million. As part of the 2022 LTI Program, on March 11, 2022 and March 18, 2022, the Compensation and Human Capital Committee also established grants of 52,673 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $130.05 and $130.84 per share. These awards will vest on March 11, 2025 and March 18, 2025. The $6.9 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

2023 LTI Program. In the first quarter of 2023, the Compensation and Human Capital Committee established and granted awards under a 2023 Long-Term Incentive Program, or 2023 LTI Program. Awards under the 2023 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2023 LTI Program will vest on January 1, 2027. The 2023 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $42.5 million. As part of the 2023 LTI Program, on March 1, 2023, the Compensation and Human Capital Committee also established a grant of 64,852 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $121.25 per share. These awards will vest on March 1, 2026. The $7.9 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

2024 LTI Program. In the first quarter of 2024, the Compensation and Human Capital Committee established and granted awards under a 2024 Long-Term Incentive Program, or 2024 LTI Program. Awards under the 2024 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2024 LTI Program will vest on January 1,

The 2024 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee’s determination that Simon’s FFO performance and achievement of certain Objective Criteria Goals have been achieved and has a maximum potential fair value at grant date of $44.1 million. As part of the 2024 LTI Program, on March 6, 2024, the Compensation and Human Capital Committee also established a grant of 53,679 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $152.32 per share. These awards will vest on March 6, 2027. The $8.2 million grant date fair value of these awards is being recognized as expense over the three-year vesting period.

The Compensation and Human Capital Committee approved LTIP unit grants as shown in the table below. The extent to which LTIP units were determined by the Compensation and Human Capital Committee’s to have been earned, and the aggregate grant date fair value, are as follows:


LTIP Awards	LTIP Units Earned	Grant Date Fair Value of TSR Award	Grant Date Target Value of Performance-Based Awards
2021 LTIP Awards	209,784	$5.7 million	$12.2 million
2022 LTIP Awards	To be determined in 2025	—	$13.7 million
2023 LTIP Awards	To be determined in 2026	—	$23.6 million
2024 LTIP Awards	To be determined in 2027	—	$24.5 million

We recorded compensation expense, net of capitalization, related to the aforementioned LTIP and LTI programs of approximately $5.6 million and $6.3 million for the three months ended March 31, 2024 and 2023, respectively.

Restricted Stock. The Compensation and Human Capital Committee awarded 129,178 shares of restricted stock to employees on April 1, 2024 at a grant date fair market value of $156.49 per share related to the 2023 compensation plan. On January 11, 2024, a non-employee Director was awarded 396 shares of restricted stock at a grant date fair market value of $144.68 per share. The grant date fair value of the employee restricted stock award is being recognized over the three-year vesting period. The grant date fair value of the non-employee Director restricted stock award is being recognized as expense over the one-year vesting service period. In accordance with the Operating Partnership's partnership agreement, the Operating Partnership issued an equal number of units to Simon that are subject to the same vesting conditions as the restricted stock.

We recorded compensation expense, net of capitalization, related to restricted stock of approximately $4.6 million and $3.4 million for the three months ended March 31, 2024 and 2023, respectively.

9. Lease Income

Fixed lease income under our operating leases includes fixed minimum lease consideration and fixed CAM reimbursements recorded on a straight-line basis. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items as discussed below.


	For the Three Months Ended
	March 31,
	2024		2023
Fixed lease income	$	1,068,405	$	1,013,164
Variable lease income		234,266		235,021
Total lease income	$	1,302,671	$	1,248,185

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $533.9 million and $535.8 million on March 31, 2024, and December 31, 2023, respectively.

In connection with rent deferrals or other accruals of unpaid rent payments, if we determine that rent payments are probable of collection, we will continue to recognize lease income on a straight-line basis over the lease term along with associated tenant receivables. However, if we determine that such deferred rent payments or other accrued but unpaid rent payments are not probable of collection, lease income will be recorded on the cash basis, with the corresponding tenant receivable and deferred rent

receivable balances charged as a direct write-off against lease income in the period of the change in our collectability determination. Additionally, our assessment of collectability incorporates information regarding a tenant’s financial condition that is obtained from available financial data, the expected outcome of contractual disputes and other matters, and our communications and negotiations with the tenant.

When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances. Our ongoing assessment incorporates, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumptions by the tenant in bankruptcy proceedings of leases at the Company’s properties on substantially similar terms.

10. Commitments and Contingencies

Litigation

We are involved from time-to-time in various legal and regulatory proceedings that arise in the ordinary course of our business, including, but not limited to, commercial disputes, environmental matters, and litigation in connection with transactions such as acquisitions and divestitures. We believe that current proceedings will not have a material adverse effect on our financial condition, liquidity or results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Lease Commitments

As of March 31, 2024, we are subject to ground leases that cover all or a portion of 23 of our consolidated properties with termination dates extending through 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2024 to 2034. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate taxes, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are classified as operating leases. We incurred ground lease expense and office lease expense, which are included in other expense and home office and regional expense, respectively, as follows:


	For the Three Months Ended
	March 31,
	2024		2023
Operating Lease Cost
Fixed lease cost	$	8,867	$	8,123
Variable lease cost		4,012		4,986
Total operating lease cost	$	12,879	$	13,109


	For the Three Months Ended
	March 31,
	2024		2023
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	12,865	$	13,090

Weighted-average remaining lease term - operating leases		32.7 years		32.5 years
Weighted-average discount rate - operating leases		5.31%		4.88%

Minimum lease payments due under these leases for years ending December 31, excluding applicable extension options and renewal options unless reasonably certain of exercise and any sublease income, are as follows:


2024	$	35,222
2025		36,358
2026		36,372
2027		36,401
2028		36,427
Thereafter		959,496
	$	1,140,276
Impact of discounting		(614,595)
Operating lease liabilities	$	525,681

Guarantees of Indebtedness

Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. In addition to the guarantee disclosed in Note 6, as of March 31, 2024 and December 31, 2023, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $137.6 million and $139.2 million, respectively. Mortgages guaranteed by the Operating Partnership are secured by the property of the joint venture which could be sold in order to satisfy the outstanding obligation and which has an estimated fair value in excess of the guaranteed amount.

Concentration of Credit Risk

Our U.S. Malls, Premium Outlets, and The Mills rely upon anchor tenants to attract customers; however, anchors do not contribute materially to our financial results as many anchors own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Delaware(Simon Property Group, Inc.)Delaware(Simon Property Group, L.P.) (State or other jurisdiction of incorporation or organization)	001-14469(Simon Property Group, Inc.)001-36110(Simon Property Group, L.P.) (Commission File No.)	04-6268599(Simon Property Group, Inc.)34-1755769(Simon Property Group, L.P.) (I.R.S. Employer Identification No.)
225 West Washington StreetIndianapolis, Indiana 46204 (Address of principal executive offices)
(317) 636-1600 (Registrant’s telephone number, including area code)