Simon Property (SPG) 10-K 2021 FY Annual report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2021

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 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 Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)

(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

Securities registered pursuant to Section 12(g) of the Act: None

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

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

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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

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 (check one):

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

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

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

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

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

As of January 31, 2022, Simon Property Group, Inc. had 328,588,111 and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, 2021.  Simon Property Group, L.P. has no common stock outstanding.

Documents Incorporated By Reference

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

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the annual period ended December 31, 2021 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 December 31, 2021, Simon owned an approximate 87.4% ownership interest in the Operating Partnership, with the remaining 12.6% 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 annual reports on Form 10-K 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;

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● a single set of 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 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities sections related to each entity.

This report also includes separate Part II, Item 9A. 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.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Annual Report on Form 10-K

December 31, 2021

TABLE OF CONTENTS

Item No.		Page No.
Part I
1.	Business	5
1A.	Risk Factors	11
1B.	Unresolved Staff Comments	25
2.	Properties	26
3.	Legal Proceedings	54
4.	Mine Safety Disclosures	54
Part II
5.	Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	55
6.	Reserved	56
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57
7A.	Qualitative and Quantitative Disclosure About Market Risk	77
8.	Financial Statements and Supplementary Data	78
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	135
9A.	Controls and Procedures	135
9B.	Other Information	137
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	137
Part III
10.	Directors, Executive Officers and Corporate Governance	137
11.	Executive Compensation	137
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	137
13.	Certain Relationships and Related Transactions and Director Independence	137
14.	Principal Accountant Fees and Services	137
Part IV
15.	Exhibits, and Financial Statement Schedules	139
16.	Form 10-K Summary	139
Signatures		145

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Part I

Item 1. Business

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. 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. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2021, we owned or held an interest in 199 income-producing properties in the United States, which consisted of 95 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 15 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021, we had ownership interests in 33 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2021, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

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

Other Policies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

While we emphasize equity real estate investments, we may also provide secured financing to or invest in equity or debt securities of other entities engaged in real estate activities or securities of other issuers consistent with Simon’s qualification as a REIT. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification. These REIT limitations mean that Simon cannot make an investment that would cause its real estate assets to be less than 75% of its total assets. Simon must also derive at least 75% of its gross income directly or indirectly from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest from certain types of temporary investments. In addition, Simon must also derive at least 95% of its gross income from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

Subject to Simon’s REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.  Additionally we have and may in the future make investments in entities engaged in non-real estate activities, primarily through a taxable REIT subsidiary, similar to the investments we currently hold in certain retail operations.

Financing Policies

Because Simon’s REIT qualification requires us to distribute at least 90% of its REIT taxable income, we regularly access the debt markets to raise the funds necessary to finance acquisitions, develop and redevelop properties, and refinance maturing debt. We must comply with the covenants contained in our financing agreements that limit our ratio of debt to total assets or market value, as defined. For example, the Operating Partnership’s lines of credit and the indentures

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for the Operating Partnership’s debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related agreements, and secured debt to 50% of total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for the debt securities of the Operating Partnership. We strive to maintain investment grade ratings at all times for various business reasons, including their effect on our ability to access attractive capital, but we cannot assure you that we will be able to do so in the future.

If Simon’s Board of Directors determines to seek additional capital, we may raise such capital by offering equity or incurring debt, creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, retaining cash flows or a combination of these methods. If Simon’s Board of Directors determines to raise equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. Simon’s Board of Directors may issue a number of shares up to the amount of our authorized capital or may issue units in any manner and on such terms and for such consideration as it deems appropriate. We may also raise additional capital by issuing common units of partnership interest in the Operating Partnership, or units. Such securities also may include additional classes of Simon’s preferred stock or preferred units of partnership interest in the Operating Partnership, or preferred units, which may be convertible into common stock or units, as the case may be. Existing stockholders and unitholders have no preemptive right to purchase shares or units in any subsequent issuances of securities by us. Any issuance of equity could dilute a stockholder’s investment in Simon or a limited partner’s investment in the Operating Partnership.

We expect most future borrowings will be made through the Operating Partnership or its subsidiaries. We might, however, incur borrowings through other entities that would be reloaned to the Operating Partnership. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any such indebtedness may be secured or unsecured. Any such indebtedness may also have full or limited recourse to the borrower or be cross-collateralized with other debt, or may be fully or partially guaranteed by the Operating Partnership. We issue unsecured debt securities through the Operating Partnership, but we may issue other debt securities which may be convertible into common or preferred stock or be accompanied by warrants to purchase common or preferred stock. We also may sell or securitize our lease receivables. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly do so.

The Operating Partnership has a $4.0 billion unsecured revolving credit facility, or the Credit Facility and a $3.5 billion supplemental unsecured revolving credit facility, or Supplemental Facility, or together, the Credit Facilities. The Credit Facility can be increased in the form of additional commitments in an aggregate amount not to exceed $1.0 billion, for a total aggregate size of $5.0 billion, subject to obtaining additional lender commitments and satisfying certain customary conditions precedent. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for two additional six-month periods to June 30, 2025, 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 Supplemental Facility’s initial borrowing capacity of $3.5 billion may be increased to $4.5 billion during its term. 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 our continued compliance with the terms thereof.

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

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and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.  Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

The 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 the Credit Facilities to pay amounts outstanding from time to time on the Commercial Paper program.

We may also finance our business through the following:

● issuance of shares of common stock or preferred stock or warrants to purchase the same;

● issuance of additional units;

● issuance of preferred units;

● issuance of other securities, including unsecured notes and mortgage debt;

● draws on our Credit Facilities;

● borrowings under the Commercial Paper program; or

● sale or exchange of ownership interests in properties.

The Operating Partnership may also issue units to contributors of properties or other partnership interests which may permit the contributor to defer tax gain recognition under the Internal Revenue Code.

We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property.

Mortgage financing instruments, however, typically limit additional indebtedness on such properties. Additionally, the Credit Facilities, our unsecured note indentures and other contracts may limit our ability to borrow and contain limits on mortgage indebtedness we may incur as well as certain financial covenants we must maintain.

Typically, we invest in or form special purpose entities to assist us in obtaining secured permanent financing at attractive terms. Permanent financing may be structured as a mortgage loan on a single property, or on a group of properties, and generally requires us to provide a mortgage lien on the property or properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we create special purpose entities to own the properties. These special purpose entities, which are common in the real estate industry, are structured so that they would not be consolidated in a bankruptcy proceeding involving a parent company. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

Conflict of Interest Policies

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. Simon has adopted governance principles governing the function, conduct, selection, orientation and duties of its subsidiaries and Simon’s Board of Directors and the Company, as well as written charters for each of the standing Committees of Simon’s Board of Directors. In addition, Simon’s Board of Directors has a Code of Business Conduct and Ethics, which applies to all of its officers, directors, and employees and those of its subsidiaries. At least a majority of the members of Simon’s Board of Directors must qualify, and do qualify, as independent under the listing standards of the New York Stock Exchange, or NYSE, and cannot be affiliated with the Simon family, who are significant stockholders in Simon and/or unitholders in the Operating Partnership. In addition, the Audit and Compensation and Human Capital Committees of Simon’s Board of Directors are comprised entirely of independent members who meet the additional independence and financial expert requirements of the NYSE as required.

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The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simon family or other limited partners of the Operating Partnership. Any transaction between us and the Simon family, including property acquisitions, service and property management agreements and retail space leases, must be approved by the Company’s Audit Committee.

In order to avoid any conflict of interest, the Simon charter requires that at least three-fourths of Simon’s independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. A noncompetition agreement executed by Herbert Simon, Simon’s Chairman Emeritus, and a noncompetition agreement executed by David Simon, Simon’s Chairman, Chief Executive Officer and President, which remains in effect notwithstanding the expiration of David Simon’s employment agreement in 2019, contain covenants limiting their ability to participate in certain shopping center activities.

Policies With Respect To Certain Other Activities

We intend to make investments which are consistent with Simon’s qualification as a REIT, unless Simon’s Board of Directors determines that it is no longer in Simon’s best interests to so qualify as a REIT. Simon’s Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. Simon has authority to issue shares of its capital stock or other securities in exchange for property. We previously had authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities. On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan, or the Repurchase Program, through March 31, 2019 and on February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.  Under the program, the Company could purchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021.  The Repurchase Program was not extended. Simon may also issue shares of its common stock, or pay cash at its option, to holders of units in future periods upon exercise of such holders’ rights under the partnership agreement of the Operating Partnership. Our policy prohibits us from making any loans to the directors or executive officers of Simon for any purpose. We may make loans to the joint ventures in which we participate. Additionally, we may make or buy interests in loans secured by real estate properties owned by others or make investments in companies that own real estate assets.

Competition

The retail real estate industry is dynamic and competitive. We compete with numerous merchandise distribution channels, including malls, outlet centers, community/lifestyle centers, and other shopping centers in the United States and abroad. We also compete with internet retailing sites and catalogs, including our tenants, which provide retailers with distribution options beyond existing brick and mortar retail properties. The existence of competitive alternatives, accelerated by the impact of COVID-19, could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the tenants to occupy the properties that we develop and manage as well as for the acquisition of prime sites (including land for development and operating properties). We believe that there are numerous factors that make our properties highly desirable to retailers, including:

● the quality, location and diversity of our properties;

● our management and operational expertise;

● our extensive experience and relationships with retailers, lenders and suppliers;

● our marketing initiatives and consumer focused strategic corporate alliances; and

● the sustainability of physical retail.

Certain Activities

During the past three years, we have:

● issued 375,775 shares of Simon common stock upon the exchange of units in the Operating Partnership;

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

● purchased 3,492,728 shares of Simon common stock in the open market for $512.4 million pursuant to our Repurchase Programs;

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

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

● redeemed 175,618 units in the Operating Partnership at an average price of $143.34 per unit in cash;

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

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

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

● borrowed a maximum amount of $3.9 billion under the Credit Facilities; the outstanding amount of borrowings under the Credit Facility and Supplemental Facility as of December 31, 2021 were $125.0 million and $1.05 billion, respectively;

● borrowed a maximum amount of $2.0 billion under the Term Facility; there were no outstanding borrowings as of December 31, 2021;

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

● provided annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.

Human Capital

At December 31, 2021, we and our affiliates employed approximately 3,300 persons at various properties and offices throughout the United States, of which approximately 900 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, Indiana.

We believe our employees are the driving force behind our success.  To ensure we continue to attract, develop and retain the best talent across the organization, we invest in our employees and provide equal opportunities. We offer a variety of ongoing talent programs that foster continual development, high performance and overall organizational effectiveness, including a series of leadership development programs. We conduct an annual talent-assessment process for selected business functions within our corporate and field organizations that includes plans for individual employee career development and long-term leadership succession, and also conduct an annual performance appraisal process for all regular employees.

We are focused on providing a work environment that is free from any form of discrimination or harassment for any protected class and also embraces principles of inclusiveness. We have implemented a sustainable diversity and inclusion strategy, including an internal policy, targeted solutions for employees and an annual process of assessment, action and evaluation led by our human resources department.

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

Government Regulations Affecting Our Properties

We are subject to federal, state and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property.  As of December 31, 2021, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.  However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with governmental regulations that could be material.  See further discussion in Item 1A. Risk Factors.

Corporate Headquarters

Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.

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Available Information

Simon is a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act) and is required, pursuant to Item 101 of Regulation S-K, to provide certain information regarding our website and the availability of certain documents filed with or furnished to the Securities and Exchange Commission, or the SEC. Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the “About Simon/Investor Relations” section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not, and are not intended to be, incorporated into this Annual Report on Form 10-K.

The following corporate governance documents are also available through the “About Simon/Investor Relations/ Governance” section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Human Capital Committees Charter, and Governance and Nominating Committee Charter.

In addition, we intend to disclose on our Internet website any amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be publicly disclosed pursuant to rules of the SEC and the NYSE.

Information about our Executive Officers

The following table sets forth certain information with respect to Simon’s executive officers as of February 25, 2021.

Name	Age	Position
David Simon	60	Chairman of the Board, Chief Executive Officer and President
John Rulli	65	Chief Administrative Officer
Steven E. Fivel	61	General Counsel and Secretary
Brian J. McDade	42	Executive Vice President, Chief Financial Officer and Treasurer
Alexander L. W. Snyder	52	Assistant General Counsel and Assistant Secretary
Adam J. Reuille	47	Senior Vice President and Chief Accounting Officer

The executive officers of Simon serve at the pleasure of Simon’s Board of Directors.

Mr. Simon has served as the Chairman of Simon’s Board of Directors since 2007, Chief Executive Officer of Simon or its predecessor since 1995 and assumed the position of President in 2019. Mr. Simon has also been a director of Simon or its predecessor since its incorporation in 1993. Mr. Simon was the President of Simon’s predecessor from 1993 to 1996. He is the nephew of Herbert Simon.

Mr. Rulli serves as Simon’s Chief Administrative Officer. Mr. Rulli joined Melvin Simon & Associates, Inc., or MSA, in 1988 and held various positions with MSA and Simon thereafter. Mr. Rulli became Chief Administrative Officer in 2007 and was promoted to Senior Executive Vice President in 2011.

Mr. Fivel serves as Simon’s General Counsel and Secretary. Prior to rejoining Simon in 2011 as Assistant General Counsel and Assistant Secretary, Mr. Fivel served as Executive Vice President, General Counsel and Secretary of Brightpoint, Inc. Mr. Fivel was previously employed by MSA from 1988 until 1993 and then by Simon from 1993 to 1996.  Mr. Fivel was promoted to General Counsel and Secretary in 2017.

Mr. McDade serves as Simon’s Executive Vice President, Chief Financial Officer and Treasurer. Mr. McDade joined Simon in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013. Mr. McDade became Treasurer in 2014 and was promoted to Executive Vice President and Chief Financial Officer in 2018.

Mr. Snyder serves as Simon’s Assistant General Counsel and Assistant Secretary. Mr. Snyder joined Simon in 2016 as Senior Deputy General Counsel. Immediately prior to joining Simon, Mr. Snyder was Managing Partner of the Crimson Fulcrum Strategic Institute. Mr. Snyder previously served as Executive Vice President, General Counsel and Corporate Secretary for Beechcraft Corporation as well as Chief Counsel Mergers & Acquisitions for Koch Industries, Inc.  Mr. Snyder was promoted to Assistant General Counsel and Assistant Secretary in 2017.  

Mr. Reuille serves as Simon’s Senior Vice President and Chief Accounting Officer and prior to that as Simon’s Vice President and Corporate Controller. Mr. Reuille joined Simon in 2009 and was promoted to Senior Vice President and Chief Accounting Officer in 2018.

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Item 1A.  Risk Factors

The following factors, among others, could cause our actual results to differ materially from those expressed or implied in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors may have a material adverse effect on our business, financial condition, liquidity, results of operations, funds from operations, or FFO, and prospects, which we refer to herein as a material adverse effect on us or as materially and adversely affecting us, and you should carefully consider them. Additional risks and uncertainties not presently known to us or which are currently not believed to be material may also affect our actual results. We may update these factors in our future periodic reports.

Summary of Risk Factors

The following summarizes our material risk factors.  However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company.  Refer to the following pages of this section for additional details regarding these summarized risk factors and other additional risk factors identified by the Company.

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

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

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

● We face potential adverse effects from tenant bankruptcies.

● We face a wide range of competition that could affect our ability to operate profitably, including e-commerce.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Relating to Retail Operations

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

The COVID-19 pandemic has had a material negative impact on economic and market conditions around the world, and, notwithstanding the fact that vaccines are being administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Governments and other authorities are in varying stages of lifting or modifying some of these measures. However, governments and other authorities have already been forced to, and others may in the future, reinstitute these measures or impose new, more restrictive measures, if the risks, or the tenants’ and consumers' perception of the risks, related to the COVID-19 pandemic worsen at any time. Although tenants and consumers have been adapting to the COVID-19 pandemic, with tenants adding services like curbside pickup, and while consumer risk-tolerance is evolving, such adaptations and evolution may take time, and there is no guarantee that retail will return to pre-pandemic levels even once the pandemic subsides.

As of December 31, 2021, we owned or held an interest in 199 income-producing properties in the United States located in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021, we had ownership interests in 33 properties primarily located in Asia, Europe and Canada and have two international outlet properties under development. We have an interest in a European investee that has interests in 11 Designer Outlet properties, as more fully described elsewhere in this Annual Report. As of December 31, 2021, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

Demand for retail space and the profitability of our properties depends, in part, on the ability and willingness of tenants to enter into and perform obligations under leases. Although the harshest restrictions to prevent the spread of COVID-19 have generally been lifted or reduced, and vaccines are being administered in the United States and elsewhere, the willingness of customers to visit our properties may be reduced and our tenants’ businesses adversely affected, based upon many factors, including local transmission rates, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, and the effectiveness and availability of cures or treatments.  Further, demand could remain reduced due to heightened sensitivity to risks associated with the transmission of COVID-19 or other associated diseases.  In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants’ businesses have been, and may be in the future, heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel.

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

● the financial condition and viability of our tenants, and their ability or willingness to pay rent in full;

● state, local, federal and industry-initiated tenant relief efforts that may adversely affect landlords, including us, and their ability to collect rent and/or enforce remedies for the failure to pay rent;

● the increased popularity and utilization of e-commerce;

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

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

● a refusal or failure of one or more lenders under our credit facility to fund their respective financing commitment to us may affect our ability to access capital necessary to fund our business operations and to meet our liquidity and capital expenditure requirements;

● a reduction in the cash flows generated by our properties and the values of our properties that could result in impairments or limit our ability to dispose of them at attractive prices or obtain debt financing secured by our properties;

● the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers and/or delays in the delivery of our tenants' inventory, any of which could reduce or eliminate our tenants' sales, cause the temporary closure of our tenants' businesses, and/or result in their bankruptcy or insolvency;

● a negative impact on consumer discretionary spending caused by high unemployment levels, reduced economic activity or a severe or prolonged recession;

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

● our and our tenants' ability to ensure business continuity in the event our or our tenants' continuity of operations plan is (i) not effective or improperly implemented or deployed or (ii) compromised due to increased cyber and remote access activity during the COVID-19 pandemic.

To the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described herein.

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

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

● levels of consumer spending, changes in consumer confidence, income levels, and fluctuations in seasonal spending in the United States and internationally;

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

● significant reductions in international travel and tourism, resulting in fewer international retail consumers;

● consumer perceptions of the convenience and attractiveness of our properties;

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

● the creditworthiness of our retail tenants and the availability of new creditworthy tenants and the related impact on our occupancy levels and lease income;

● local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates and declines in real estate values;

● the willingness of retailers to lease space in our properties at attractive rents, or at all;

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

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epidemics and pandemics, the fear of spread of contagious diseases, civil unrest and terrorism, as well as from domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation and limited growth in consumer income;

● changes in regional and local economies, which may be affected by increased rates of unemployment, increased foreclosures, higher taxes, decreased tourism, industry slowdowns, adverse weather conditions, and other factors;

● increased operating costs and capital expenditures, whether from redevelopments, replacing tenants or otherwise;

● changes in applicable laws and regulations, including tax, environmental, safety and zoning; and

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

Additionally, a portion of our lease income is derived from overage rents based on sales over a stated base amount that directly depend on the sales volume of our retail tenants. Accordingly, declines in our tenants’ sales performance could reduce the income produced by our properties.

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

Our properties are typically anchored by department stores and other large nationally recognized tenants. Certain of our anchors and other tenants have ceased their operations, downsized their brick-and-mortar presence or failed to comply with their contractual obligations to us and others, and such actions have become more prevalent during the COVID-19 pandemic.

Sustained adverse pressure on the results of department stores and other national retailers may have a similarly sustained adverse impact upon our own results. Certain department stores and other national retailers have experienced, and may continue to experience for the foreseeable future (given uncertainty with respect to current and future macroeconomic conditions and consumer confidence levels), considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models. As pressure on these department stores and other national retailers increases, especially due to the COVID-19 pandemic, their ability to maintain their stores, meet their obligations both to us and to their external lenders and suppliers, withstand takeover attempts or avoid bankruptcy and/or liquidation may be impaired and result in closures of their stores or their seeking of a lease modification with us. Any lease modification could be unfavorable to us as the lessor and could decrease current or future effective rents or expense recovery charges. Certain other tenants are entitled to modify the economic or other terms of, or terminate, their existing leases with us in the event of such closures.  Additionally, corporate merger or consolidation activity among department stores and other national retailers typically results in the closure of duplicate or geographically overlapping store locations.

If a department store or large nationally recognized tenant were to close its stores at our properties, we may experience difficulty and delay and incur significant expense in re-tenanting the space, as well as in leasing spaces in areas adjacent to the vacant store, at attractive rates, or at all. Additionally, department store or tenant closures may result in decreased customer traffic, which could lead to decreased sales at our properties. If the sales of stores operating in our properties were to decline significantly due to the closing of anchor stores or other national retailers, adverse economic conditions or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of any default by a tenant, we may not be able to fully recover, and/or may experience delays and costs in enforcing our rights as landlord to recover, amounts due to us under the terms of our leases with such parties.

We face potential adverse effects from tenant bankruptcies.

Bankruptcy filings by retailers can occur regularly in the course of our operations.  Although we did not see an increase in tenant bankruptcies in 2021, in previous years a number of companies in the retail industry, including certain of our tenants, have declared bankruptcy, and these numbers have increased due to the COVID-19 pandemic. If a tenant files for bankruptcy, the tenant may have the right to reject and terminate one or more of its leases with us, and we cannot be sure that it will affirm one or more of its leases and continue to make rental payments to us in a timely manner. A

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bankruptcy filing by, or relating to, one of our tenants would generally prohibit us from evicting this tenant, and bar all efforts by us to collect pre-bankruptcy debts from that tenant, or from their property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant solely because of its bankruptcy. If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full. If a lease is rejected, the unsecured claim we hold against a bankrupt tenant might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. In addition, we may make lease modifications either pre- or post-bankruptcy for certain tenants undergoing significant financial distress in order for them to continue as a going concern. Furthermore, we may be required to incur significant expense in re-tenanting the space formerly leased to the bankrupt tenant. We continually seek to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant or a national tenant with multiple locations, may require a substantial redevelopment of its space, the success of which cannot be assured, and may make the re-tenanting of its space difficult and costly. Any such bankruptcies also make it more difficult to lease the remainder of the space at the affected property or properties. Future tenant bankruptcies may strain our resources and impact our ability to successfully execute our re-leasing strategy and could materially and adversely affect us.

We face a wide range of competition that could affect our ability to operate profitably, including e-commerce.

Our properties compete with other forms of retailing such as pure online retail websites as well as other retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and we could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the ongoing COVID-19 pandemic and restrictions intended to prevent its spread have significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail which has been able to sell non-essential goods during the COVID-19 pandemic. Not only has the temporary closure of our retail properties and the restrictions put in place by state, local and federal officials caused consumers who otherwise would have purchased from retailers at our properties to increase their utilization of pure online retail websites, but consumers whose previous use of online retail was low or non-existent have recently turned to pure online retail as a necessity due to the inability to access our properties and the ability to purchase non-essential goods from these pure online retailers. Although a brick-and-mortar presence may have a positive impact on retailers’ online sales, the increased utilization of pure online shopping may lead to the closure of underperforming stores by retailers, which could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.

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

Certain of our properties have had vacant space available for prospective tenants, and those properties may continue to experience, and other properties may commence experiencing, such oversupply in the future. Among other causes, (1) there has been an increased number of bankruptcies of anchor stores and other national retailers, as well as store closures, and (2) there has been lower demand from retail tenants for space, due to certain retailers increasing their use of e-commerce websites to distribute their merchandise, with each of (1) and (2) accelerating as a result of the COVID-19 pandemic. As a result of the increased bargaining power of creditworthy retail tenants, there is downward pressure on our rental rates and occupancy levels, and this increased bargaining power may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

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

We may not be able to lease new properties to an appropriate mix of tenants that generates optimal customer traffic. Also, when leases for our existing properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants may be less favorable than the current lease terms. If we fail to identify and secure the right blend of tenants at our newly developed and existing properties, our properties may not appeal to the communities they serve. If we elect to pursue a “mixed use” redevelopment we expose ourselves to risks associated with each non-retail use (e.g. office, residential, hotel and entertainment), and the performance of our retail tenants in such

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properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.

Risks Relating to Real Estate Investments and Operations

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

As of December 31, 2021, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. We also have an equity stake in Klépierre, a publicly traded European real estate company, which operates in 14 countries in Europe. Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign currencies in which those operations transact and in which our net investment in those international operations is held. While we occasionally enter into hedging agreements to manage our exposure to changes in foreign exchange rates, these agreements may not eliminate foreign currency risk entirely.

We may pursue additional investment, ownership, development and redevelopment/expansion opportunities outside the United States. Such international activities carry risks that are different from those we face with our domestic properties and operations. These risks include, but are not limited to:

● adverse effects of changes in exchange rates for foreign currencies;

● changes in foreign political and economic environments, regionally, nationally, and locally;

● impact from international trade disputes and the associated impact on our tenants’ supply chain and consumer spending levels;

● challenges of complying with a wide variety of foreign laws, including corporate governance, operations, taxes and litigation;

● the risk that we, our employees and/or agents could violate anti-bribery, anti-corruption and international trade laws in the U.S., such as the U.S. Foreign Corrupt Practices Act, and certain foreign countries, such as the U.K. Bribery Act, which could result in criminal or civil sanctions and/or fines, negatively impact our reputation, or require us to incur significant expenses to investigate;

● differing lending practices;

● differences in cultures and consumer retail behavior;

● changes in applicable laws and regulations in the United States that affect international operations;

● changes in applicable laws and regulations in these foreign jurisdictions;

● difficulties in managing international operations;

● obstacles to the repatriation of earnings and cash; and

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

Our international activities represented approximately 7.1% of consolidated net income and 8.5% of our net operating income, or NOI, for the year ended December 31, 2021. To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have a material adverse effect on us.

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

We regularly acquire and develop new properties and redevelop and expand existing properties, and these activities are subject to various risks. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected, impacting our anticipated return on investment. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:

● acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable;

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

● we may not be able to obtain financing or to refinance loans on favorable terms, or at all;

● we may be unable to obtain zoning, occupancy or other governmental approvals;

● occupancy rates and rents may not meet our projections and the project may not be accretive; and

● we may need the consent of third parties such as department stores, anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld.

If a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Further, if we guarantee the property’s financing, our loss could exceed our investment in the project.

In the event that these risks were realized at the same time at multiple properties, we could be materially and adversely affected.

Real estate investments are relatively illiquid.

Our properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in economic, industry, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period, or at all, or that the sales price of a property will be attractive at the relevant time or exceed the carrying value of our investment. Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.

Risks Relating to Debt and the Financial Markets

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

As of December 31, 2021, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $25.4 billion. As a result of this indebtedness, we are required to use a substantial portion of our cash flows for debt service, including selected repayment at scheduled maturities, which limits our ability to use those cash flows to fund the growth of our business. We are also subject to the risks normally associated with debt financing, including the risk that our cash flows from operations will be insufficient to meet required debt service or that we will be able to refinance such indebtedness on acceptable terms, or at all. Our debt service costs generally will not be reduced if developments at the applicable property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property. Our indebtedness could also have other adverse consequences on us, including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions. In addition, if a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. If any of the foregoing occurs, we could be materially and adversely affected.

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

We have a variety of unsecured debt, including the Credit Facilities, senior unsecured notes and commercial paper, and secured property level debt. Certain of the agreements that govern our indebtedness contain covenants, including, among other things, limitations on our ability to incur secured and unsecured indebtedness, sell all or substantially all of our assets and engage in mergers and certain acquisitions. In addition, certain of the agreements that govern our indebtedness contain financial covenants that require us to maintain certain financial ratios, including certain coverage ratios. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous to us. In addition, our ability to comply with these provisions might be affected by events beyond our control. Failure to comply with any of our financing covenants could result in an event of default, which, if not cured or waived, could accelerate the related indebtedness as well as other of our indebtedness, which could have a material adverse effect on us.

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

We depend on external financings, principally debt financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit ratings, the willingness of lending institutions and other debt investors to grant credit to us and conditions in the capital markets in general. An economic recession may cause extreme volatility and disruption in the capital and credit markets. We rely upon the Credit Facilities as sources of funding for numerous transactions. Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us. When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us. The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business or to meet our debt service requirements, or that a sufficient amount of financing will be available to us on favorable terms, or at all.

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

The Operating Partnership’s outstanding senior unsecured notes, the Credit Facilities, the Commercial Paper program, and Simon’s preferred stock are periodically rated by nationally recognized credit rating agencies. The credit ratings are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to us and our industry and the economic outlook in general. Our credit ratings can affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund the growth of our business, an adverse change in our credit ratings, including actual changes and changes in outlook, or even the initiation of a review of our credit ratings that could result in an adverse change, could have a material adverse effect on us.

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

As of December 31, 2021, we had approximately $2.0 billion of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. If interest rates increase, then so would the interest costs on our unhedged variable rate debt, which could adversely affect our cash flows and our ability to pay principal and interest on our debt and our ability to make distributions to our stockholders. Further, rising interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense.

We selectively manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap all or a portion of our variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and other terms are appropriate. Our efforts to manage these exposures may not be successful.

Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations or that we could be required to fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations, liquidity and financial condition. Termination of these hedging agreements typically involves costs, such as transaction fees or breakage costs.

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

As of December 31, 2021, approximately 2.0% or $501.4 million of our debt outstanding was indexed to LIBOR.  In 2021 we amended the Credit Facility and the Supplemental Facility to transition the borrowing rates from LIBOR to successor benchmark indexes.  In 2017, the U.K. Financial Conduct Authority (the “FCA”) announced that it intends to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1 week and 2 month USD setting, and immediately after June 30, 2023, in the case of the remaining USD settings.  The U.S. Federal Reserve (the “Federal Reserve”) has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate.  The Alternative Refinance Rate Committee, a committee convened by the Federal Reserve that includes major market

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participants, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR in the U.S.  Working groups formed by financial regulators in other jurisdictions, including the U.K., the European Union, Japan and Switzerland, have also recommended alternatives to LIBOR denominated in their local currencies.  Although SOFR appears to be the preferred replacement rate for USD LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted outside of the United States.  At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmark is anticipated in coming years.  Accordingly, the outcome of these reforms is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist.  The consequences of these developments cannot be entirely predicted, and there can be no assurance that they will not result in financial market disruptions, significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on us, which currently would be limited by our relatively low exposure to variable rate LIBOR-based debt.

Risks Relating to Income Taxes

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

In the United States, Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code. We believe that Simon and these subsidiaries, or the Subsidiary REITs, have been organized and have operated in a manner which allows them to qualify for taxation as REITs under the Internal Revenue Code. We intend to continue to operate in this manner. However, qualification and taxation as REITs depend upon the ability of Simon and the Subsidiary REITs to satisfy several requirements (some of which are outside our control), including tests related to our annual operating results, asset diversification, distribution levels and diversity of stock ownership. The various REIT qualification tests required by the Internal Revenue Code are highly technical and complex. Accordingly, there can be no assurance that Simon or any of the Subsidiary REITs has operated in accordance with these requirements or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

If Simon or any of the Subsidiary REITs fail to comply with those provisions, Simon or any such Subsidiary REIT may be subject to monetary penalties or ultimately to possible disqualification as REITs. If such events occur, and if available relief provisions do not apply:

● Simon or any such subsidiary will not be allowed a deduction for distributions to stockholders in computing taxable income;

● Simon or any such subsidiary will be subject to corporate-level income tax on taxable income at the corporate rate;

● Simon or any such Subsidiary REIT could be subject to the federal alternative minimum tax for taxable years prior to 2018; and

● unless entitled to relief under relevant statutory provisions, Simon or any such subsidiary will also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.  

Any such corporate tax liability could be substantial and would reduce the amount of cash available for, among other things, our operations and distributions to stockholders. In addition, if Simon fails to qualify as a REIT, it will not be required to make distributions to our stockholders. Moreover, a failure by any subsidiary of the Operating Partnership that has elected to be taxed as a REIT to qualify as a REIT would also cause Simon to fail to qualify as a REIT, and the same adverse consequences would apply to it and its stockholders. Failure by Simon or any of the Subsidiary REITs to qualify as a REIT also could impair our ability to expand our business and raise capital, which could materially and adversely affect us.

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

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investments. We currently follow local tax laws and regulations in various domestic and international jurisdictions. Should these laws or regulations change, the amount of taxes we pay may increase accordingly.

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

We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is allocated, and may be required to pay tax with respect to, such partner’s share of its income. We cannot assure you that the Internal Revenue Service, or the IRS, will not challenge the status of the Operating Partnership or any other subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership or any such other subsidiary as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Also, the failure of the Operating Partnership or any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.

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

We own securities in taxable REIT subsidiaries, or TRSs, and may acquire securities in additional TRSs in the future. A TRS is a corporation other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s length basis.

A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of Simon’s or any Subsidiary REIT’s total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets or the assets of any Subsidiary REIT may be represented by securities of TRSs. We anticipate that the aggregate value of the stock and securities of any TRS and other nonqualifying assets that Simon or each such Subsidiary REIT owns will be less than 25% (or 20%, as applicable) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. In addition, we intend to structure transactions with any TRSs that we own to ensure that they are entered into on arm’s length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

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

Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates, currently at a maximum federal rate of 20%. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Under the Tax Cuts and Jobs Act, or the TCJA, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017 and before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

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

A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions

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are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS, would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

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

In order for Simon and the Subsidiary REITs to qualify to be taxed as REITs, and assuming that certain other requirements are also satisfied, Simon and each such Subsidiary REIT generally must distribute at least 90% of their respective REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to their respective equity holders each year. To this point, Simon and each such Subsidiary REIT have historically distributed at least 100% of its taxable income and thereby avoided income tax altogether. To the extent that Simon or any such Subsidiary REIT satisfies this distribution requirement and qualifies for taxation as a REIT, but distributes less than 100% of its REIT taxable income, Simon or such subsidiary will be subject to U.S. federal corporate income tax on its undistributed net taxable income and could be subject to a 4% nondeductible excise tax if the actual amount that is distributed to equity holders in a calendar year is less than the minimum required distribution amount. We intend to make distributions to the equity holders of Simon and the Subsidiary REITs to comply with the REIT requirements of the Internal Revenue Code.

From time to time, Simon and the Subsidiary REITs might generate taxable income greater than their respective cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves, or required debt or amortization payments. If Simon or the Subsidiary REITs do not have other funds available in these situations, Simon or such subsidiaries could be required to access capital on unfavorable terms (the receipt of which cannot be assured), sell assets at disadvantageous prices, distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, or make taxable distributions of capital stock or debt securities to make distributions sufficient to enable them to pay out enough of their respective REIT taxable income to satisfy the REIT distribution requirement and avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase costs or reduce our equity. Further, amounts distributed will not be available to fund the growth of our business. Thus, compliance with the REIT requirements may adversely affect our liquidity and our ability to execute our business plan.

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

To qualify to be taxed as REITs for U.S. federal income tax purposes, Simon and the Subsidiary REITs must ensure that, at the end of each calendar quarter, at least 75% of the value of their respective assets consist of cash, cash items, government securities and “real estate assets” (as defined in the Internal Revenue Code), including certain mortgage loans and securities. The remainder of their respective investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.

Additionally, in general, no more than 5% of the value of Simon’s and the Subsidiary REITs’ total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of their respective total assets can be represented by securities of one or more TRSs. If Simon or any of the Subsidiary REITs fails to comply with these requirements at the end of any calendar quarter, Simon or any such Subsidiary REIT must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, we might be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to equity holders. Moreover, if Simon or the Subsidiary REITs are compelled to liquidate their investments to meet any of the asset, income or distribution tests, or to repay obligations to lenders, Simon or such subsidiaries may be unable to comply with one or more of the requirements applicable to REITs or may be subject to a 100% tax on any resulting gain if such sales constitute prohibited transactions.

In addition to the asset tests set forth above, to qualify to be taxed as REITs, Simon and the Subsidiary REITs must continually satisfy tests concerning, among other things, the sources of their respective income, the amounts they distribute to equity holders and the ownership of their respective shares. We might be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as REITs. Thus, compliance with the REIT requirements may hinder our ability to make certain attractive investments.

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

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the rules, among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto could be assessed and collected, at the partnership level. Absent available elections, it is possible that a partnership in which we directly or indirectly invest, could be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though Simon and the Subsidiary REITs, as REITs, may not otherwise have been required to pay additional corporate-level taxes had they owned the assets of the partnership directly. The partnership tax audit rules apply to the Operating Partnership and its subsidiaries that are classified as partnerships for U.S. federal income tax purposes. The changes created by these rules are sweeping and, accordingly, there can be no assurance that these rules will not have a material adverse effect on us.

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

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the IRS and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us and our investors. New legislation (including the TCJA, and any technical corrections legislation), Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the ability of Simon and certain subsidiaries of the Operating Partnership to qualify to be taxed as REITs and/or the U.S. federal income tax consequences to us and our investors of such qualification.

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

Risks Relating to Joint Ventures

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

As of December 31, 2021, we owned interests in 101 income-producing properties with other parties. Of those, 17 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other 84 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company) and The Taubman Realty Group, LLC, or TRG, as well as our investments in certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing ventures, such as Authentic Brands Group, LLC, or ABG, and Eddie Bauer Ipco; and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments).  We serve as general partner or property manager for 53 of these 84 joint venture properties; however, certain major decisions, such as approving the operating budget and selling, refinancing, and redeveloping the properties, require the consent of the other owners. Of the joint venture properties for which we do not serve as general partner or property manager, 23 are in our international joint ventures. These international properties are managed locally by joint ventures in which we share control of the properties with our partner. The other owners have participating rights that we consider substantive for purposes of determining control over the joint venture properties’ assets. The remaining joint venture properties, Klépierre, TRG, and our joint ventures with ABG, J.C. Penney, RGG, and SPARC Group are managed by third parties.

These investments, and other future similar investments, could involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. If one of our partners or other owners in these investments were to become bankrupt, we may be precluded from taking certain actions regarding our investments without prior court approval, which at a minimum may delay the actions we would or might want to take. Additionally, partners or other owners could have economic or other business interests or goals that are inconsistent with our own business interests or goals, and could be in a position to take actions contrary to our policies or objectives.

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

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decisions, such as a sale, financing or development, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in litigation or arbitration that could increase our expenses and prevent Simon’s officers and/or directors from focusing their time and efforts on our business. Consequently, actions by, or disputes with, partners or other owners might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we risk the possibility of being liable for the actions of our partners or other owners.  

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

Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture property, which is non-recourse to us. Nevertheless, the joint venture’s failure to satisfy its debt obligations could result in the loss of our investment therein. As of December 31, 2021, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $209.9 million. A default by a joint venture under its debt obligations would expose us to liability under a guaranty. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not typically required contractually or otherwise.  

Risks Relating to Environmental Matters

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

Many of our properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment), and as a result we may be subject to regulatory action in connection with U.S. federal, state and local laws and regulations relating to hazardous or toxic substances. We may also be held liable to third parties for personal injury or property damage incurred by the parties in connection with any such substances. The costs of investigation, removal or remediation of hazardous or toxic substances, and related liabilities, may be substantial and could materially and adversely affect us. The presence of hazardous or toxic substances, or the failure to remediate the related contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow money using a property as collateral.

Although we believe that our portfolio is in substantial compliance with U.S. federal, state and local environmental laws and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe is reasonably likely to have a material adverse effect on us. However, we cannot assure you that:

● previous environmental studies with respect to the portfolio reveal all potential environmental liabilities;

● any previous owner, occupant or tenant of a property did not create any material environmental condition not known to us;

● the current environmental condition of the portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or

● future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.

We face risks associated with climate change.

Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and rising sea levels. Over time, climate change could result in volatile or decreased demand for retail space at certain of our properties or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Moreover, compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may require us to make improvements to our existing properties or increase taxes and fees assessed on us or our properties.

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

A number of our properties are located in areas subject to a higher risk of natural disasters such as earthquakes, fires, hurricanes, floods, tornados, hail or tsunamis. The occurrence of natural disasters, which could become more intense and more volatile in light of climate change, can adversely impact operations and development/redevelopment projects at our properties, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, we could be materially and adversely affected.

Other Factors Affecting Our Business

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

We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage, excess of policy deductibles, not provided by third-party carriers is either insured through our wholly-owned captive insurance company or other financial arrangements controlled by us. A third party carrier has, in turn, agreed to provide, if required, evidence of coverage for this layer of losses under the terms and conditions of the carrier’s policy. A similar policy either written through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks at the properties located in coastal windstorm locations.

There are some types of losses, including lease and other contract claims, which generally are not insured or are subject to large deductibles. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue it could generate but may remain obligated for any mortgage debt or other financial obligation related to the property.

We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could materially and adversely affect our property values, revenues, consumer traffic and tenant sales.

We face risks associated with security breaches through cyber‑attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, hardware or software corruption or failure or poor product or vendor/developer selection (including a failure of security controls incorporated into or applied to such hardware or software), service provider error or failure, intentional or unintentional actions by employees (including the failure to follow our security protocols) and other significant disruptions of our IT networks and related systems. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

The risk of a security breach or significant disruption has generally increased due to our increased reliance on technology, a rise in the number, intensity, and sophistication of attempted attacks globally, and the remote working environment throughout the COVID-19 pandemic. A breach or significant and extended disruption in the functioning of our systems, including our primary website, could damage our reputation and cause us to lose customers, tenants and revenues, generate third party claims, cause operational disruption, result in the unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and confidential information, and require us to incur significant expenses to address and remediate or otherwise resolve these kinds of issues. We may not be able to recover these expenses in whole or in any part from our service providers or responsible parties, or their or our insurers. Additionally, cyber-attacks perpetrated against our tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and spending and materially and adversely affect us.

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Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, including our CEO, who operate without the existence of employment agreements.  Many of our senior executives have extensive experience and strong reputations in the real estate industry, which aid us in identifying opportunities and negotiating with tenants. Our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and other key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could adversely affect our business, diminish our opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and others, which could have a material adverse effect on us.

Provisions in Simon’s charter and by‑laws and in the Operating Partnership’s partnership agreement could prevent a change of control.

Simon’s charter contains a general restriction on the accumulation of shares in excess of 8% of its capital stock. The charter permits the members of the Simon family and related persons to own up to 18% of Simon’s capital stock. Ownership is determined by the lower of the number of outstanding shares, voting power or value controlled. Simon’s Board of Directors may, by majority vote, permit exceptions to those levels in circumstances where Simon’s Board of Directors determines that Simon’s ability to qualify as a REIT will not be jeopardized. These restrictions on ownership may have the effect of delaying, deferring or preventing a transaction or a change in control that might otherwise be in the best interest of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders. Other provisions of Simon’s charter and by-laws could have the effect of delaying or preventing a change of control even if some of Simon’s stockholders or the Operating Partnership’s unitholders or preferred unitholders deem such a change to be in their best interests. These include provisions preventing holders of Simon’s common stock from acting by written consent and requiring that up to four directors in the aggregate may be elected by holders of Class B common stock. In addition, certain provisions of the Operating Partnership’s partnership agreement could have the effect of delaying or preventing a change of control. These include a provision requiring the consent of a majority in interest of units in order for Simon, as general partner of the Operating Partnership, to, among other matters, engage in a merger transaction or sell all or substantially all of its assets.    

Item 1B.  Unresolved Staff Comments

None.

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Item 2.  Properties

United States Properties

Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, lifestyle centers and other retail properties. These properties contain an aggregate of approximately 175.3 million square feet of gross leasable area, or GLA.

Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 95 malls are generally enclosed centers and range in size from approximately 260,000 to 2.7 million square feet of GLA.

Premium Outlets generally contain a wide variety of designer and manufacturer stores located in open-air centers. Our 69 Premium Outlets range in size from approximately 150,000 to 900,000 square feet of GLA. The Premium Outlets are generally located within a close proximity to major metropolitan areas and/or tourist destinations.

The 14 properties in The Mills generally range in size from 1.2 million to 2.3 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses.

We also have interests in six lifestyle centers and 15 other retail properties. The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA. The other retail properties range in size from approximately 200,000 to 1.6 million square feet of GLA and are considered non-core to our business model.

As of December 31, 2021, approximately 93.4% of the owned GLA in malls and Premium Outlets was leased and approximately 97.6% of the owned GLA for The Mills was leased.

We wholly own 131 of our properties, effectively control 10 properties in which we have a joint venture interest, and hold the remaining 58 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 190 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.

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

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Property Table

U.S. Properties

The following property table summarizes certain data for our malls, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States, including Puerto Rico, as of December 31, 2021.

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Larger Retailers and Uses
	Malls
1.	Apple Blossom Mall	VA	Winchester	Fee	49.1	% (4)	Acquired 1999	81.8	%	473,672	Belk, JCPenney, AMC Cinemas
2.	Auburn Mall	MA	Auburn	Fee	56.4	% (4)	Acquired 1999	88.5	%	499,467	Macy's, Reliant Medical (15)
3.	Aventura Mall (1)	FL	Miami Beach (Miami)	Fee	33.3	% (4)	Built 1983	95.5	%	2,125,689	Bloomingdale's, Macy's (8), JCPenney, Nordstrom, Equinox Fitness Clubs, AMC Theatres
4.	Barton Creek Square	TX	Austin	Fee	100.0	%	Built 1981	97.9	%	1,452,087	Nordstrom, Macy's, Dillard's (8), JCPenney, AMC Theatres
5.	Battlefield Mall	MO	Springfield	Fee and Ground Lease (2056)	100.0	%	Built 1970	93.1	%	1,207,129	Macy's, Dillard's (8), JCPenney
6.	Bay Park Square	WI	Green Bay	Fee	100.0	%	Built 1980	97.0	%	691,143	Kohl's, Marcus Cinema 16, Dave & Buster's, Steinhafel Furniture (6)
7.	Brea Mall	CA	Brea (Los Angeles)	Fee	100.0	%	Acquired 1998	94.1	%	1,281,795	Nordstrom, Macy's (8), JCPenney
8.	Briarwood Mall	MI	Ann Arbor	Fee	50.0	% (4)	Acquired 2007	83.1	%	978,053	Macy's, JCPenney, Von Maur, Hilton Garden Inn (15), Towne Place Suites by Marriott (15)
9.	Brickell City Centre	FL	Miami	Fee	25.0	% (4)	Built 2016	93.4	%	475,606	Saks Fifth Avenue, Cinemex, EAST Miami Hotel (15), Luna Park
10.	Broadway Square	TX	Tyler	Fee	100.0	%	Acquired 1994	100.0	%	608,739	Dillard's, JCPenney, Dick's Sporting Goods, HomeGoods, Party City
11.	Burlington Mall	MA	Burlington (Boston)	Fee and Ground Lease (2026) (7)	100.0	%	Acquired 1998	94.6	%	1,209,347	Macy's, Nordstrom, Crate & Barrel, Primark, Arhaus Furniture
12.	Cape Cod Mall	MA	Hyannis	Fee and Ground Leases (2029-2073) (7)	56.4	% (4)	Acquired 1999	87.1	%	712,338	Macy's (8), Best Buy, Marshalls, Barnes & Noble, Regal Cinema, Target, Dick's Sporting Goods, Planet Fitness
13.	Castleton Square	IN	Indianapolis	Fee	100.0	%	Built 1972	93.7	%	1,384,395	Macy's, Von Maur, JCPenney, Dick's Sporting Goods, AMC Theatres
14.	Cielo Vista Mall	TX	El Paso	Fee and Ground Lease (2027) (7)	100.0	%	Built 1974	99.8	%	1,244,987	Macy's, Dillard's (8), JCPenney, Sears, Cinemark Theatres
15.	Coconut Point	FL	Estero	Fee	50.0	% (4)	Built 2006	85.9	%	1,197,444	Dillard's, Barnes & Noble, Best Buy, DSW, Office Max, PetSmart, Ross, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Total Wine & More, JoAnn Fabrics, Christmas Tree Shops (6), Home Centric (6), Hyatt Place Coconut Point (15), TownePlace Suites by Marriott (15)
16.	College Mall	IN	Bloomington	Fee and Ground Lease (2048) (7)	100.0	%	Built 1965	79.2	%	609,768	Target, Dick's Sporting Goods, Bed Bath & Beyond, Fresh Thyme
17.	Columbia Center	WA	Kennewick	Fee	100.0	%	Acquired 1987	92.5	%	733,755	Macy's (8), JCPenney, Barnes & Noble, DSW, Home Goods, Dick's Sporting Goods
18.	Copley Place	MA	Boston	Fee	94.4	% (11)	Acquired 2002	90.1	%	1,263,627	Neiman Marcus, Saks Fifth Avenue Men's, Boston Marriott Copley Place (15), The Westin Copley Place (15)
19.	Coral Square	FL	Coral Springs (Miami)	Fee	97.2	%	Built 1984	91.4	%	944,159	Macy's (8), JCPenney, Kohl's
20.	Cordova Mall	FL	Pensacola	Fee	100.0	%	Acquired 1998	95.7	%	925,518	Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, Ross, Dick's Sporting Goods
21.	Dadeland Mall	FL	Miami	Fee	50.0	% (4)	Acquired 1997	96.7	%	1,514,626	Saks Fifth Avenue, Macy's (8), JCPenney, AC Hotel by Marriott
22.	Del Amo Fashion Center	CA	Torrance (Los Angeles)	Fee	50.0	% (4)	Acquired 2007	93.9	%	2,519,601	Nordstrom, Macy's (8), JCPenney, Marshalls, Barnes & Noble, JoAnn Fabrics, AMC Theatres, Dick's Sporting Goods, Dave & Buster's, Mitsuwa Marketplace
23.	Domain, The	TX	Austin	Fee	100.0	%	Built 2006	94.0	%	1,234,766	Neiman Marcus, Macy's, Dillard's, Dick's Sporting Goods, iPic Theaters, Arhaus Furniture, Punch Bowl Social, Westin Austin at The Domain, Lone Star Court (15), (16)
24.	Empire Mall	SD	Sioux Falls	Fee and Ground Lease (2033) (7)	100.0	%	Acquired 1998	87.3	%	1,027,280	Macy's, JCPenney, Hy-Vee, Dick's Sporting Goods
25.	Falls, The	FL	Miami	Fee	50.0	% (4)	Acquired 2007	98.2	%	709,540	Macy's, Regal Cinema, The Fresh Market, LifeTime Athletic (6)
26.	Fashion Centre at Pentagon City, The	VA	Arlington (Washington, DC)	Fee	42.5	% (4)	Built 1989	95.7	%	1,037,175	Nordstrom, Macy's, The Ritz-Carlton (15)

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Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Larger Retailers and Uses
27.	Fashion Mall at Keystone, The	IN	Indianapolis	Fee and Ground Lease (2067) (7)	100.0	%	Acquired 1997	93.6	%	716,744	Saks Fifth Avenue, Crate & Barrel, Nordstrom, Keystone Art Cinema, Sheraton (15)
28.	Fashion Valley	CA	San Diego	Fee	50.0	% (4)	Acquired 2001	98.0	%	1,728,009	Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney, AMC Theatres, Forever 21, The Container Store
29.	Firewheel Town Center	TX	Garland (Dallas)	Fee	100.0	%	Built 2005	89.4	%	996,245	Dillard's, Macy's, Barnes & Noble, DSW, AMC Theatres, Dick's Sporting Goods, Kids Empire/Hapik, Fairfield Inn by Marriott (14), (16)
30.	Florida Mall, The	FL	Orlando	Fee	50.0	% (4)	Built 1986	96.8	%	1,724,998	Macy's, Dillard's, JCPenney, Sears, H&M, Forever 21, Zara, American Girl, Dick's Sporting Goods, Crayola Experience, The Florida Hotel and Conference Center (15)
31.	Forum Shops at Caesars Palace, The	NV	Las Vegas	Ground Lease (2050)	100.0	%	Built 1992	96.2	%	659,765	Caesars Palace Las Vegas Hotel and Casino (15)
32.	Galleria, The	TX	Houston	Fee	50.4	% (4)	Acquired 2002	96.0	%	2,012,383	Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's, The Westin Galleria (15), The Westin Oaks (15), Life Time Tennis
33.	Greenwood Park Mall	IN	Greenwood (Indianapolis)	Fee	100.0	%	Acquired 1979	97.7	%	1,286,654	Macy's, Von Maur, JCPenney, Dick's Sporting Goods, Barnes & Noble, Regal Cinema, Dave & Buster's
34.	Haywood Mall	SC	Greenville	Fee and Ground Lease (2067) (7)	100.0	%	Acquired 1998	98.0	%	1,237,364	Macy's, Dillard's, JCPenney, Belk
35.	King of Prussia	PA	King of Prussia (Philadelphia)	Fee	100.0	%	Acquired 2003	96.9	%	2,670,696	Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Arhaus Furniture, Dick's Sporting Goods, Primark
36.	La Plaza Mall	TX	McAllen	Fee and Ground Lease (2040) (7)	100.0	%	Built 1976	98.1	%	1,314,285	Macy's (8), Dillard's, JCPenney, Wingate by Wyndham (15)
37.	Lakeline Mall	TX	Cedar Park (Austin)	Fee	100.0	%	Built 1995	97.3	%	1,098,856	Dillard's (8), Macy's, JCPenney, AMC Theatres
38.	Lehigh Valley Mall	PA	Whitehall	Fee	50.0	% (4)	Acquired 2003	94.4	%	1,196,373	Macy's, JCPenney, Boscov's, Barnes & Noble, Michael's, Dave & Buster's
39.	Lenox Square	GA	Atlanta	Fee	100.0	%	Acquired 1998	96.6	%	1,553,502	Neiman Marcus, Bloomingdale's, Macy's, JW Marriott (15), Hyatt Centric (14)
40.	Livingston Mall	NJ	Livingston (New York)	Fee	100.0	%	Acquired 1998	94.7	%	968,748	Macy's, Barnes & Noble
41.	Mall at Rockingham Park, The	NH	Salem (Boston)	Fee	28.2	% (4)	Acquired 1999	92.3	%	1,064,794	JCPenney, Macy's, Dick's Sporting Goods, Cinemark Theatre
42.	Mall of Georgia	GA	Buford (Atlanta)	Fee	100.0	%	Built 1999	94.8	%	1,840,342	Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Havertys Furniture, Regal Cinema, Von Maur
43.	Mall of New Hampshire, The	NH	Manchester	Fee and Ground Lease (2024-2027) (7)	56.4	% (4)	Acquired 1999	92.7	%	803,883	Macy's, JCPenney, Best Buy, Dick's Sporting Goods, Dave & Buster's
44.	McCain Mall	AR	N. Little Rock	Fee	100.0	%	Built 1973	95.0	%	793,852	Dillard's, JCPenney, Regal Cinema
45.	Meadowood Mall	NV	Reno	Fee	50.0	% (4)	Acquired 2007	99.2	%	928,920	Macy's (8), JCPenney, Dick's Sporting Goods, Crunch Fitness, Round 1
46.	Menlo Park Mall	NJ	Edison (New York)	Fee	100.0	%	Acquired 1997	90.4	%	1,331,605	Nordstrom, Macy's, Barnes & Noble, AMC Dine-In Theatre
47.	Miami International Mall	FL	Miami	Fee	47.8	% (4)	Built 1982	92.8	%	1,082,365	Macy's (8), JCPenney, Kohl's
48.	Midland Park Mall	TX	Midland	Fee	100.0	%	Built 1980	100.0	%	644,281	Dillard's (8), JCPenney, Ross, Dick's Sporting Goods
49.	Miller Hill Mall	MN	Duluth	Fee	100.0	%	Built 1973	94.9	%	829,535	JCPenney, Barnes & Noble, DSW, Dick's Sporting Goods, Essentia Health West, Essentia Health East
50.	North East Mall	TX	Hurst (Dallas)	Fee	100.0	%	Built 1971	97.3	%	1,646,409	Dillard's, Macy's, JCPenney, Dick's Sporting Goods, Cinemark Theatres
51.	Northshore Mall	MA	Peabody (Boston)	Fee	56.4	% (4)	Acquired 1999	92.1	%	1,509,844	JCPenney, Nordstrom, Macy's (8), Barnes & Noble, Shaw's Grocery, The Container Store, Tesla Sales and Service, Life Time Athletic
52.	Ocean County Mall	NJ	Toms River (New York)	Fee	100.0	%	Acquired 1998	86.4	%	886,603	Macy's, Boscov's, JCPenney, LA Fitness, HomeSense, Ulta
53.	Orland Square	IL	Orland Park (Chicago)	Fee	100.0	%	Acquired 1997	99.4	%	1,229,884	Macy's, JCPenney, Dave & Buster's, Von Maur
54.	Oxford Valley Mall	PA	Langhorne (Philadelphia)	Fee	85.5	%	Acquired 2003	79.0	%	1,340,258	Macy's, JCPenney, United Artists Theatre
55.	Penn Square Mall	OK	Oklahoma City	Ground Lease (2060)	94.5	%	Acquired 2002	94.5	%	1,083,693	Macy's, Dillard's (8), JCPenney, AMC Theatres, The Container Store
56.	Pheasant Lane Mall	NH	Nashua	-	—	% (12)	Acquired 2002	94.4	%	979,595	JCPenney, Target, Macy's, Dick's Sporting Goods

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Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Larger Retailers and Uses
57.	Phipps Plaza	GA	Atlanta	Fee	100.0	%	Acquired 1998	93.2	%	785,367	Saks Fifth Avenue, Nordstrom, AMC Theatres, Arhaus Furniture, Legoland Discovery Center, AC Hotel by Marriott, Life Time Athletic (6), Life Time Work (6), Nobu Hotel and Restaurant (6), (16)
58.	Plaza Carolina	PR	Carolina (San Juan)	Fee	100.0	%	Acquired 2004	85.7	%	1,157,596	JCPenney, Tiendas Capri, Econo, T.J. Maxx, Caribbean Cinemas, Burlington
59.	Prien Lake Mall	LA	Lake Charles	Fee and Ground Lease (2040) (7)	100.0	%	Built 1972	88.3	%	719,189	Dillard's, JCPenney, Cinemark Theatres, Kohl's, Dick's Sporting Goods, T.J. Maxx/HomeGoods
60.	Quaker Bridge Mall	NJ	Lawrenceville	Fee	50.0	% (4)	Acquired 2003	95.1	%	1,081,297	Macy's, JCPenney
61.	Rockaway Townsquare	NJ	Rockaway (New York)	Fee	100.0	%	Acquired 1998	81.8	%	1,245,980	Macy's, JCPenney, Raymour & Flanigan
62.	Roosevelt Field	NY	Garden City (New York)	Fee and Ground Lease (2090) (7)	100.0	%	Acquired 1998	97.5	%	2,344,758	Bloomingdale's, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, AMC Entertainment, XSport Fitness, Neiman Marcus, Primark (6), Residence Inn by Marriott
63.	Ross Park Mall	PA	Pittsburgh	Fee	100.0	%	Built 1986	96.0	%	1,234,239	JCPenney, Nordstrom, L.L. Bean, Macy's (8), Crate & Barrel
64.	Santa Rosa Plaza	CA	Santa Rosa	Fee	100.0	%	Acquired 1998	93.1	%	693,075	Macy's, Forever 21
65.	Shops at Chestnut Hill, The	MA	Chestnut Hill (Boston)	Fee	94.4	%	Acquired 2002	97.9	%	470,062	Bloomingdale's (8)
66.	Shops at Clearfork, The	TX	Fort Worth	Fee	45.0	% (4)	Built 2017	86.2	%	550,748	Neiman Marcus, Arhaus Furniture, AMC Theatres, Pinstripes, (16)
67.	Shops at Crystals, The	NV	Las Vegas	Fee	50.0	% (4)	Acquired 2016	87.0	%	272,248	Aria Resort and Casino (15)
68.	Shops at Nanuet, The	NY	Nanuet	Fee	100.0	%	Redeveloped 2013	79.6	%	757,952	Regal Cinema, 24 Hour Fitness, At Home, Stop & Shop
69.	Shops at Mission Viejo, The	CA	Mission Viejo (Los Angeles)	Fee	51.0	% (4)	Built 1979	89.7	%	1,235,413	Nordstrom, Macy's (8), Dick's Sporting Goods
70.	Shops at Riverside, The	NJ	Hackensack (New York)	Fee	100.0	%	Acquired 2007	91.4	%	723,506	Bloomingdale's, Barnes & Noble, Arhaus Furniture, AMC Theatres, Life Time Studio
71.	Smith Haven Mall	NY	Lake Grove (New York)	Fee	25.0	% (4) (2)	Acquired 1995	91.7	%	1,204,769	Macy's (8), Dick's Sporting Goods, Barnes & Noble, L.L. Bean
72.	South Hills Village	PA	Pittsburgh	Fee	100.0	%	Acquired 1997	90.6	%	1,128,994	Macy's (8), Barnes & Noble, AMC Cinemas, Dick's Sporting Goods, Target, DSW, Ulta
73.	South Shore Plaza	MA	Braintree (Boston)	Fee	100.0	%	Acquired 1998	95.4	%	1,590,717	Macy's, Sears, Nordstrom, Target, Primark
74.	Southdale Center	MN	Edina (Minneapolis)	Fee	100.0	%	Acquired 2007	88.0	%	1,246,152	Macy's, AMC Theatres, Dave & Buster's, RH Minneapolis, Life Time Athletic, Life Time Work/Sport, Homewood Suites by Hilton, (16)
75.	SouthPark	NC	Charlotte	Fee and Ground Lease (2040) (9)	100.0	%	Acquired 2002	99.0	%	1,688,480	Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel, The Container Store, (16)
76.	Springfield Mall (1)	PA	Springfield (Philadelphia)	Fee	50.0	% (4)	Acquired 2005	88.4	%	610,134	Macy's, Target
77.	St. Charles Towne Center	MD	Waldorf (Washington, DC)	Fee	100.0	%	Built 1990	89.8	%	980,450	Macy's (8), JCPenney, Kohl's, Dick Sporting Goods, AMC Theatres
78.	St. Johns Town Center	FL	Jacksonville	Fee	50.0	% (4)	Built 2005	95.2	%	1,454,187	Nordstrom, Dillard's, Arhaus Furniture, Dick's Sporting Goods, Barnes & Noble, RH Jacksonville, Homewood Suites by Hilton (15)
											Target, Ashley Furniture Home Store, Ross, DSW, JoAnn Fabrics, PetsMart
79.	Stanford Shopping Center	CA	Palo Alto (San Jose)	Ground Lease (2064)	94.4	% (11)	Acquired 2003	91.9	%	1,287,980	Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate and Barrel, The Container Store, RH Palo Alto (6)
80.	Stoneridge Shopping Center	CA	Pleasanton (San Francisco)	Fee	49.9	% (4)	Acquired 2007	95.8	%	1,299,562	Macy's (8), JCPenney, Arhaus Furniture (6)
81.	Summit Mall	OH	Akron	Fee	100.0	%	Built 1965	91.6	%	774,483	Dillard's (8), Macy's, Arhaus Furniture
82.	Tacoma Mall	WA	Tacoma (Seattle)	Fee	100.0	%	Acquired 1987	91.8	%	1,240,292	Nordstrom, Macy's, JCPenney, Dick's Sporting Goods, Nordstrom Rack, Total Wine and More, Ulta, Kohl's (6)
83.	Tippecanoe Mall	IN	Lafayette	Fee	100.0	%	Built 1973	81.5	%	864,844	Macy's, JCPenney, Kohl's, Dick's Sporting Goods

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Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA		Selected Larger Retailers and Uses
84.	Town Center at Boca Raton	FL	Boca Raton (Miami)	Fee	100.0	%	Acquired 1998	98.0	%	1,778,770		Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Crate & Barrel, The Container Store, Joseph's Classic Market, Arhaus Furniture
85.	Towne East Square	KS	Wichita	Fee	100.0	%	Built 1975	99.3	%	1,157,209		Dillard's, Von Maur, JCPenney, Round 1, Scheels (6)
86.	Treasure Coast Square	FL	Jensen Beach	Fee	100.0	%	Built 1987	88.6	%	874,998		Macy's, Dillard's, JCPenney, Regal Cinema
87.	Tyrone Square	FL	St. Petersburg (Tampa)	Fee	100.0	%	Built 1972	90.0	%	960,554		Macy's, Dillard's, JCPenney, DSW, Cobb 10 Luxury Theatres, Dick's Sporting Goods, Hitchcock's Green Market, PetSmart
88.	University Park Mall	IN	Mishawaka	Fee	100.0	%	Built 1979	91.8	%	918,673		Macy's, JCPenney, Barnes & Noble
89.	Walt Whitman Shops	NY	Huntington Station (New York)	Fee and Ground Lease (2032) (7)	100.0	%	Acquired 1998	99.1	%	1,084,648		Saks Fifth Avenue, Bloomingdale’s, Macy’s
90.	West Town Mall	TN	Knoxville	Fee and Ground Lease (2042)	50.0	% (4)	Acquired 1991	93.9	%	1,282,015		Belk (8), Dillard’s, JCPenney, Regal Cinebarre Theatre, Dick's House of Sport, Tesla Sales and Service
91.	Westchester, The	NY	White Plains (New York)	Fee	40.0	% (4)	Acquired 1997	91.0	%	805,135		Neiman Marcus, Nordstrom, Crate and Barrel, Arhaus Furniture (6)
92.	White Oaks Mall	IL	Springfield	Fee	80.7	%	Built 1977	81.5	%	942,837		Macy's, Dick's Sporting Goods, LA Fitness, Michael's, State of Illinois Department of Central Management Services (6)
93.	Wolfchase Galleria	TN	Memphis	Fee	94.5	%	Acquired 2002	96.6	%	1,151,481		Macy's, Dillard's, JCPenney, Malco Theatres, Courtyard by Marriott (14)
94.	Woodfield Mall	IL	Schaumburg (Chicago)	Fee	50.0	% (4)	Acquired 2012	93.0	%	2,154,014		Nordstrom, Macy's, JCPenney, Enterrium, Peppa Pig World of Play
95.	Woodland Hills Mall	OK	Tulsa	Fee	94.5	%	Acquired 2002	96.1	%	1,095,915		Macy's, Dillard's, JCPenney, Holiday Inn Express (15), Courtyard by Marriott (15)
	Total Mall GLA									108,070,914	(18)

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Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		Or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
	Premium Outlets
1.	Albertville Premium Outlets	MN	Albertville (Minneapolis)	Fee	100.0	%	Acquired 2004	89.3	%	337,689	Coach, Gap Outlet, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Under Armour
2.	Allen Premium Outlets	TX	Allen (Dallas)	Fee	100.0	%	Acquired 2004	100.0	%	548,464	Adidas, Armani Outlet, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Staybridge Suites (14), The North Face, Tommy Hilfiger, Tory Burch, Under Armour
3.	Aurora Farms Premium Outlets	OH	Aurora (Cleveland)	Fee	100.0	%	Acquired 2004	83.2	%	271,209	Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour
4.	Birch Run Premium Outlets	MI	Birch Run (Detroit)	Fee	100.0	%	Acquired 2010	88.7	%	593,931	Adidas, Calvin Klein, Coach, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn/Williams-Sonoma Outlet, Tommy Hilfiger, The North Face, Under Armour
5.	Camarillo Premium Outlets	CA	Camarillo (Los Angeles)	Fee	100.0	%	Acquired 2004	94.3	%	686,106	Adidas, Calvin Klein, Coach, Columbia Sportswear, Giorgio Armani, H&M, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
6.	Carlsbad Premium Outlets	CA	Carlsbad (San Diego)	Fee	100.0	%	Acquired 2004	98.5	%	289,087	Adidas, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tory Burch, Under Armour
7.	Carolina Premium Outlets	NC	Smithfield (Raleigh)	Fee	100.0	%	Acquired 2004	97.6	%	438,728	Adidas, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
8.	Charlotte Premium Outlets	NC	Charlotte	Fee	50.0	% (4)	Built 2014	96.9	%	398,351	Adidas, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour
9.	Chicago Premium Outlets	IL	Aurora (Chicago)	Fee	100.0	%	Built 2004	92.7	%	687,119	Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, Saks Fifth Avenue Off 5th, Under Armour
10.	Cincinnati Premium Outlets	OH	Monroe (Cincinnati)	Fee	100.0	%	Built 2009	89.7	%	398,960	Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
11.	Clarksburg Premium Outlets	MD	Clarksburg (Washington, DC)	Fee	66.0	% (4)	Built 2016	88.4	%	390,146	Armani Outlet, A/X Armani Exchange, Adidas, Calvin Klein, Coach, Columbia Sportswear, Express, Kate Spade New York, Lafayette 148 New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Tommy Hilfiger, Tory Burch, Under Armour, Vince
12.	Clinton Premium Outlets	CT	Clinton	Fee	100.0	%	Acquired 2004	98.9	%	276,225	Adidas, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour
13.	Denver Premium Outlets	CO	Thornton (Denver)	Fee	100.0	%	Built 2018	100.0	%	328,100	Adidas, A/X Armani Exchange, Calvin Klein, Coach, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines, Staybridge Suites (15)
14.	Desert Hills Premium Outlets	CA	Cabazon (Palm Springs)	Fee	100.0	%	Acquired 2004	99.4	%	655,235	Alexander McQueen, Armani Outlet, Balenciaga, Bottega Veneta, Brunello Cucinelli, Burberry, Coach, Ermenegildo Zegna, Fendi, Gucci, Jimmy Choo, Loro Piana, Marc Jacobs, Moncler, Mulberry, Neiman Marcus Last Call, Nike, Polo Ralph Lauren, Prada, Saint Laurent Paris, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Stuart Weitzman, Tory Burch, Valentino
15.	Ellenton Premium Outlets	FL	Ellenton (Tampa)	Fee	100.0	%	Acquired 2010	96.1	%	477,137	Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Under Armour
16.	Folsom Premium Outlets	CA	Folsom (Sacramento)	Fee	100.0	%	Acquired 2004	83.9	%	298,038	Adidas, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger, Under Armour
17.	Gilroy Premium Outlets	CA	Gilroy (San Jose)	Fee	100.0	%	Acquired 2004	82.0	%	578,505	Adidas, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger

31

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		Or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
18.	Gloucester Premium Outlets	NJ	Blackwood (Philadelphia)	Fee	50.0	% (4)	Built 2015	85.8	%	378,470	Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Columbia Sportswear, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour, Vera Bradley
19.	Grand Prairie Premium Outlets	TX	Grand Prairie (Dallas)	Fee	100.0	%	Built 2012	98.7	%	423,687	Banana Republic, Bloomingdale's The Outlet Store, Coach, Columbia Sportswear, Kate Spade New York, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Under Armour
20.	Grove City Premium Outlets	PA	Grove City (Pittsburgh)	Fee	100.0	%	Acquired 2010	83.2	%	531,157	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour
21.	Gulfport Premium Outlets	MS	Gulfport	Ground Lease (2059)	100.0	%	Acquired 2010	86.6	%	300,160	Banana Republic, Chico's, Coach, Gap Outlet, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
22.	Hagerstown Premium Outlets	MD	Hagerstown (Baltimore/ Washington, DC)	Fee	100.0	%	Acquired 2010	73.1	%	485,592	Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Loft Outlet, The North Face, Under Armour
23.	Houston Premium Outlets	TX	Cypress (Houston)	Fee	100.0	%	Built 2008	99.1	%	548,188	Ann Taylor, A/X Armani Exchange, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, Giorgio Armani, Holiday Inn Express (15), Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Victoria's Secret
24.	Indiana Premium Outlets	IN	Edinburgh (Indianapolis)	Fee	100.0	%	Acquired 2004	89.5	%	378,024	Adidas, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
25.	Jackson Premium Outlets	NJ	Jackson (New York)	Fee	100.0	%	Acquired 2004	96.0	%	285,603	Adidas, American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Loft Outlet, Kate Spade New York, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
26.	Jersey Shore Premium Outlets	NJ	Tinton Falls (New York)	Fee	100.0	%	Built 2008	97.6	%	434,456	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
27.	Johnson Creek Premium Outlets	WI	Johnson Creek	Fee	100.0	%	Acquired 2004	83.6	%	277,672	Adidas, Banana Republic, Calvin Klein, Gap Outlet, Loft Outlet, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
28.	Kittery Premium Outlets	ME	Kittery	Fee and Ground Lease (2049) (7)	100.0	%	Acquired 2004	83.8	%	259,480	Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Express Factory Outlet, Gap Outlet, J.Crew, Kate Spade New York, New Balance, Nike, Polo Ralph Lauren, Tommy Hilfiger, Tumi
29.	Las Americas Premium Outlets	CA	San Diego	Fee	100.0	%	Acquired 2007	96.5	%	554,273	Adidas, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Giorgio Armani, Guess, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour
30.	Las Vegas North Premium Outlets	NV	Las Vegas	Fee	100.0	%	Built 2003	95.9	%	676,270	All Saints, Armani Outlet, A/X Armani Exchange, Banana Republic, Burberry, Canali, CH Carolina Herrera, Cheesecake Factory, Coach, David Yurman, Dolce & Gabbana, Etro, Jimmy Choo, John Varvatos, Lululemon, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Roberto Cavalli, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Shake Shack, Tory Burch
31.	Las Vegas South Premium Outlets	NV	Las Vegas	Fee	100.0	%	Acquired 2004	98.4	%	535,759	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
32.	Lee Premium Outlets	MA	Lee	Fee	100.0	%	Acquired 2010	86.9	%	224,731	Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour

32

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		Or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
33.	Leesburg Premium Outlets	VA	Leesburg (Washington, DC)	Fee	100.0	%	Acquired 2004	97.0	%	478,218	Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Brooks Brothers, Burberry, Coach, Columbia Sportswear, J.Crew,  Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, Salvatore Ferragamo, Tory Burch, Under Armour, Vineyard Vines, Williams-Sonoma
34.	Lighthouse Place Premium Outlets	IN	Michigan City (Chicago, IL)	Fee	100.0	%	Acquired 2004	89.4	%	454,787	Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour
35.	Merrimack Premium Outlets	NH	Merrimack	Fee	100.0	%	Built 2012	97.8	%	408,891	Ann Taylor, Banana Republic, Barbour, Bloomingdale's The Outlet Store, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines
36.	Napa Premium Outlets	CA	Napa	Fee	100.0	%	Acquired 2004	90.5	%	179,427	Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J.Crew, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger
37.	Norfolk Premium Outlets	VA	Norfolk	Fee	65.0	% (4)	Built 2017	89.0	%	332,281	A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
38.	North Bend Premium Outlets	WA	North Bend (Seattle)	Fee	100.0	%	Acquired 2004	78.1	%	215,272	Banana Republic, Coach, Gap Outlet, Levi's, Kate Spade New York, Michael Kors, Nike, Skechers, Under Armour
39.	North Georgia Premium Outlets	GA	Dawsonville (Atlanta)	Fee	100.0	%	Acquired 2004	93.3	%	540,752	Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Burberry, Calvin Klein, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Pottery Barn, The North Face, Tommy Hilfiger, Tory Burch, West Elm, Williams-Sonoma
40.	Orlando International Premium Outlets	FL	Orlando	Fee	100.0	%	Acquired 2010	96.2	%	773,527	Adidas, Armani Outlet, Calvin Klein, Carhartt, Coach, Columbia Sportswear, H&M,  J.Crew, Karl Lagerfeld, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, St. John, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
41.	Orlando Vineland Premium Outlets	FL	Orlando	Fee	100.0	%	Acquired 2004	99.8	%	656,784	Adidas, All Saints, Armani Outlet, Bally, Bottega Veneta, Brunello Cucinelli, Burberry, Calvin Klein, Carolina Herrera, Coach, Ermenegildo Zegna, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Michael Kors, Nike, Prada, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, TAG Heuer, The North Face, Tod's, Tommy Hilfiger, Tory Burch, Under Armour, Versace
42.	Petaluma Village Premium Outlets	CA	Petaluma (San Francisco)	Fee	100.0	%	Acquired 2004	83.6	%	201,656	Adidas, Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Hilfiger
43.	Philadelphia Premium Outlets	PA	Limerick (Philadelphia)	Fee	100.0	%	Built 2007	93.6	%	549,155	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, H&M, J.Crew, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, RH Outlet, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
44.	Phoenix Premium Outlets	AZ	Chandler (Phoenix)	Ground Lease (2077)	100.0	%	Built 2013	96.0	%	356,508	Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Factory Store, Guess, Kate Spade New York, Michael Kors, Nike, Saks Fifth Avenue Off 5th, Tommy Bahama, Tommy Hilfiger, Tumi, Under Armour
45.	Pismo Beach Premium Outlets	CA	Pismo Beach	Fee	100.0	%	Acquired 2010	89.3	%	147,603	Calvin Klein, Coach, Guess, Kate Spade New York, Levi's, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger
46.	Pleasant Prairie Premium Outlets	WI	Pleasant Prairie (Chicago, IL/ Milwaukee)	Fee	100.0	%	Acquired 2010	88.9	%	402,411	Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Kate Spade New York, J.Crew, Lacoste, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Tory Burch, Under Armour
47.	Puerto Rico Premium Outlets	PR	Barceloneta	Fee	100.0	%	Acquired 2010	97.1	%	349,884	Adidas, Calvin Klein, Coach, Gap Outlet, Invicta, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger

33

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		Or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
48.	Queenstown Premium Outlets	MD	Queenstown (Baltimore)	Fee	100.0	%	Acquired 2010	90.2	%	289,695	Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, St. John, Tommy Bahama, Under Armour
49.	Rio Grande Valley Premium Outlets	TX	Mercedes (McAllen)	Fee	100.0	%	Built 2006	87.0	%	603,929	Adidas, Ann Taylor, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, H&M, Kate Spade New York, Levi's, Michael Kors, Nike, Pandora, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
50.	Round Rock Premium Outlets	TX	Round Rock (Austin)	Fee	100.0	%	Built 2006	97.2	%	498,398	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Duluth Trading Company, Gap Outlet, J.Crew, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour, Embassy Suites (15) (6), (16)
51.	San Francisco Premium Outlets	CA	Livermore (San Francisco)	Fee and Ground Lease (2026) (9)	100.0	%	Built 2012	97.3	%	696,898	All Saints, Arc'teryx, A/X Armani Exchange, Bloomingdale's The Outlet Store, Bottega Veneta, Brunello Cucinelli, Burberry, CH Carolina Herrera, Coach, Ermenegildo Zegna, Etro, Furla, Gucci, H&M, Jimmy Choo, John Varvatos, Kate Spade New York, Lacoste, Longchamp, MaxMara, Michael Kors, Nike, Polo Ralph Lauren, Prada, Roger Vivier, Saks Fifth Avenue Off 5th, Sandro & Maje, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tod's, Tory Burch, Under Armour, Versace, Zadig et Voltaire
52.	San Marcos Premium Outlets	TX	San Marcos (Austin/ San Antonio)	Fee	100.0	%	Acquired 2010	95.4	%	735,135	Armani Outlet, Banana Republic, Burberry, CH Carolina Herrera, Gucci, J. Crew, Jimmy Choo, Kate Spade New York, Lacoste, Lululemon, Neiman Marcus Last Call, Marc Jacobs, Michael Kors, Pandora, Polo Ralph Lauren, Pottery Barn, Prada, RH Outlet, Saint Laurent Paris, Salvatore Ferragamo, Stuart Weitzman, The North Face, Tommy Bahama, Tory Burch, Versace, Vineyard Vines
53.	Seattle Premium Outlets	WA	Tulalip (Seattle)	Ground Lease (2079)	100.0	%	Built 2005	95.3	%	554,515	Adidas, Ann Taylor, Arc'teryx, Armani Outlet, Banana Republic, Burberry, Calvin Klein, Coach, Columbia Sportswear, Kate Spade New York, Lululemon, Michael Kors, Nike, Polo Ralph Lauren, Stuart Weitzman, The North Face, Tommy Bahama, Tommy Hilfiger, Tory Burch, Under Armour
54.	Silver Sands Premium Outlets	FL	Destin	Fee	50.0	% (4)	Acquired 2012	91.4	%	451,004	Adidas, Banana Republic, Brooks Brothers, Coach, Columbia Sportswear, J.Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks Fifth Avenue Off 5th, The North Face, Tommy Hilfiger, Tory Burch, Under Armour, Vera Bradley
55.	St. Augustine Premium Outlets	FL	St. Augustine (Jacksonville)	Fee	100.0	%	Acquired 2004	96.6	%	327,713	Adidas,  Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet,  J.Crew, Kate Spade New York, Lucky Brand, Nike, Polo Ralph Lauren, Puma, St. John, Tommy Hilfiger, Under Armour
56.	St. Louis Premium Outlets	MO	St. Louis (Chesterfield)	Fee	60.0	% (4)	Built 2013	93.4	%	351,424	Adidas, Ann Taylor, Brooks Brothers, Coach, Gap Outlet, H&M, J. Crew, Kate Spade New York, Levi's, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tommy Hilfiger, Ugg, Under Armour, Vera Bradley
57.	Tampa Premium Outlets	FL	Lutz (Tampa)	Fee	100.0	%	Built 2015	99.4	%	459,687	Adidas, A/X Armani Outlet, Banana Republic, BJ's Restaurant and Brewhouse, Brooks Brothers, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J. Crew, Kate Spade New York, Lucky Brand, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Saks 5th Avenue Off 5th, Tommy Hilfiger, Tumi, Under Armour
58.	Tanger Outlets - Columbus (1)	OH	Sunbury (Columbus)	Fee	50.0	% (4)	Built 2016	95.0	%	355,243	Banana Republic, Brooks Brothers, Coach, Kate Spade New York, Nike, Polo Ralph Lauren, Under Armour
59.	Tanger Outlets - Galveston/Houston (1)	TX	Texas City	Fee	50.0	% (4)	Built 2012	90.2	%	352,705	Banana Republic, Brooks Brothers, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Tommy Hilfiger
60.	The Crossings Premium Outlets	PA	Tannersville	Fee and Ground Lease (2029) (7)	100.0	%	Acquired 2004	98.6	%	411,925	Adidas, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Johnny Rockets, Kate Spade New York, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger, Under Armour, Vera Bradley

34

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		Or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
61.	Tucson Premium Outlets	AZ	Marana (Tucson)	Fee	100.0	%	Built 2015	76.8	%	363,470	Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Guess, Johnny Rockets, Levi’s, Michael Kors, Nike, Polo Ralph Lauren, Saks 5th Avenue Off 5th, Skechers, Tommy Hilfiger, Under Armour
62.	Twin Cities Premium Outlets	MN	Eagan	Fee	35.0	% (4)	Built 2014	88.7	%	408,976	Adidas, Ann Taylor, Armani Outlet, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Talbots,  Under Armour
63.	Vacaville Premium Outlets	CA	Vacaville	Fee	100.0	%	Acquired 2004	90.9	%	447,255	Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Columbia Sportswear, Gap Outlet, J.Crew, Kate Spade New York, Lacoste, Michael Kors, Nike, Polo Ralph Lauren, Skechers, The North Face, Tommy Hilfiger, Under Armour, West Elm Outlet
64.	Waikele Premium Outlets	HI	Waipahu (Honolulu)	Fee	100.0	%	Acquired 2004	97.0	%	219,485	Adidas, Armani Outlet, Calvin Klein, Coach, Furla, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Saks Fifth Avenue Off 5th, Swarovski, Tommy Hilfiger, Tory Burch
65.	Waterloo Premium Outlets	NY	Waterloo	Fee	100.0	%	Acquired 2004	74.4	%	421,862	American Eagle Outfitters, Banana Republic, Brooks Brothers, Calvin Klein, Chico’s, Coach, Columbia Sportswear, H&M, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, Nike, Polo Ralph Lauren, Skechers, Tommy Hilfiger, Under Armour
66.	Williamsburg Premium Outlets	VA	Williamsburg	Fee	100.0	%	Acquired 2010	91.6	%	518,979	Adidas, American Eagle Outfitters, Ann Taylor, Banana Republic, Brooks Brothers, Calvin Klein, Coach, J.Crew, Kate Spade New York, Levi's, Loft Outlet, Michael Kors, New Balance, Nike, Pandora, Polo Ralph Lauren, Puma, The North Face, Timberland, Tommy Bahama, Tommy Hilfiger, Under Armour, Vera Bradley, Vineyard Vines
67.	Woodburn Premium Outlets	OR	Woodburn (Portland)	Fee	100.0	%	Acquired 2013	91.7	%	389,511	Adidas, Ann Taylor, Banana Republic, Calvin Klein, Coach, Gap Outlet, Levi's, Michael Kors, Nike, The North Face, Polo Ralph Lauren, Tommy Hilfiger, Tory Burch, Under Armour
68.	Woodbury Common Premium Outlets	NY	Central Valley (New York)	Fee	100.0	%	Acquired 2004	98.0	%	910,991	Arc'teryx, Armani Outlet, Balenciaga, Balmain, Bottega Veneta, Breitling, Brioni, Brunello Cucinelli, Burberry, Canali, Celine, Chloe, Coach, Dior, Dolce & Gabbana, Dunhill, Fendi, Givenchy, Golden Goose, Gucci, Jimmy Choo, Lacoste, Loewe, Longchamp, Loro Piana, Marc Jacobs, Michael Kors, Moncler, Mulberry, Nike, Polo Ralph Lauren, Prada, Saint Laurent, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Santoni, Shake Shack, Stone Island, Stuart Weitzman, Theory, Tod's, Tom Ford, Tory Burch, Valentino, Versace, Zegna
69.	Wrentham Village Premium Outlets	MA	Wrentham (Boston)	Fee	100.0	%	Acquired 2004	98.7	%	672,872	Adidas, All Saints, Armani Outlet, Banana Republic, Bloomingdale's The Outlet Store, Brooks Brothers, Burberry, Calvin Klein, Coach, David Yurman, Gucci, Karl Lagerfeld, Kate Spade New York, Lacoste, Lululemon, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Prada, Puma, RH Outlet, Saks Fifth Avenue Off 5th, Salvatore Ferragamo, Theory, Tommy Hilfiger, Tory Burch, Under Armour, Vineyard Vines
	Total U.S. Premium Outlets GLA									30,435,380

35

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
	The Mills
1.	Arizona Mills	AZ	Tempe (Phoenix)	Fee	100.0	%	Acquired 2007	90.7	%	1,223,952	Marshalls, Burlington, Ross, Harkins Cinemas & IMAX, Sea Life Center, Conn's, Legoland,  Forever 21, dd's Discounts (6), Going, Going, Gone by Dick's Sporting Goods, Rainforest Café
2.	Arundel Mills	MD	Hanover (Baltimore)	Fee	59.3	% (4)	Acquired 2007	99.8	%	1,929,935	Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Medieval Times, Saks Fifth Avenue Off 5th, Off Broadway Shoe Warehouse, T.J. Maxx, Cinemark Egyptian 24 Theatres, Maryland Live! Casino, Forever 21, Ulta, Live! Hotel (14), Sun & Ski
3.	Colorado Mills	CO	Lakewood (Denver)	Fee	37.5	% (4)	Acquired 2007	93.3	%	1,416,677	Forever 21, Off Broadway Shoe Warehouse, Super Target, United Artists Theatre, Burlington, H&M, Dick's Sporting Goods, Rodz & Bodz Museum Movie Cars & More, Slick City Action Park (6), Springhill Suites (15)
4.	Concord Mills	NC	Concord (Charlotte)	Fee	59.3	% (4)	Acquired 2007	99.0	%	1,334,473	Bass Pro Shops Outdoor World, Burlington, Dave & Buster's, Nike Factory Store, Off Broadway Shoes, AMC Theatres, Best Buy, Forever 21, Sea Life Center, H&M, Dick's Sporting Goods
5.	Grapevine Mills	TX	Grapevine (Dallas)	Fee	59.3	% (4)	Acquired 2007	99.1	%	1,781,299	Burlington, Marshalls, Saks Fifth Avenue Off 5th, AMC Theatres, Sun & Ski Sports, Neiman Marcus Last Call, Legoland Discovery Center, Sea Life Center, Ross, H&M, Round 1 Entertainment, Fieldhouse USA, Rainforest Café, Meow Wolf (6), Macy's Backstage (6), Springhill Suites (15), Hyatt Place (15), Hawthorn (15)
6.	Great Mall	CA	Milpitas (San Jose)	Fee and Ground Lease (2049) (7)	100.0	%	Acquired 2007	97.8	%	1,368,827	Camille La Vie, Kohl's, Dave & Buster's, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Nike Factory Store, Century Theatres, Bed Bath & Beyond (13), Dick's Sporting Goods, Legoland Discovery Center
7.	Gurnee Mills	IL	Gurnee (Chicago)	Fee	100.0	%	Acquired 2007	95.7	%	1,802,880	Bass Pro Shops Outdoor World, Bed Bath & Beyond/Buy Buy Baby, Burlington, Kohl's, Marshalls Home Goods, Marcus Cinemas, Value City Furniture, Off Broadway Shoe Warehouse, Macy's, Floor & Decor, Dick's Sporting Goods, Rainforest Café, The Room Place, 2nd and Charles, Hobby Lobby (6)
8.	Katy Mills	TX	Katy (Houston)	Fee	62.5	% (4) (2)	Acquired 2007	92.3	%	1,786,507	Bass Pro Shops Outdoor World, Books-A-Million, Burlington, Marshalls, Saks Fifth Avenue Off 5th, Sun & Ski Sports, AMC Theatres, Tilt, Ross, H&M, RH Outlet, Rainforest Café
9.	Mills at Jersey Gardens, The	NJ	Elizabeth	Fee	100.0	%	Acquired 2015	100.0	%	1,296,113	Burlington, Cohoes, Forever 21, AMC Theatres, Marshalls, Nike Factory Store, Saks 5th Avenue Off 5th, H&M, Tommy Hilfiger, Bloomingdale's Outlet, Residence Inn (15), Courtyard by Marriott (15), Embassy Suites (15), Country Inn & Suites (15)
10.	Ontario Mills	CA	Ontario (Riverside)	Fee	50.0	% (4)	Acquired 2007	99.9	%	1,421,863	Burlington, Nike Factory Store, Marshalls, Saks Fifth Avenue Off 5th, Nordstrom Rack, Dave & Buster's, Camille La Vie, Sam Ash Music, AMC Theatres, Forever 21, Uniqlo, Skechers Superstore, Rainforest Café, Aki Home
11.	Opry Mills	TN	Nashville	Fee	100.0	%	Acquired 2007	98	%	1,177,549	Regal Cinema & IMAX, Dave & Buster's, Sun & Ski, Bass Pro Shops Outdoor World, Forever 21, H&M, Madame Tussauds, Rainforest Café, Aquarium Restaurant
12.	Outlets at Orange, The	CA	Orange (Los Angeles)	Fee	100.0	%	Acquired 2007	99.8	%	866,975	Dave & Buster’s, Vans Skatepark, Saks Fifth Avenue Off 5th, AMC Theatres, Neiman Marcus Last Call, Nordstrom Rack, Bloomingdale's the Outlet Store, Guitar Center, Nike Factory Store
13.	Potomac Mills	VA	Woodbridge (Washington, DC)	Fee	100.0	%	Acquired 2007	99.8	%	1,555,876	Marshalls, T.J. Maxx, JCPenney, Burlington, Nordstrom Rack, Saks Fifth Avenue Off 5th Outlet, Costco Warehouse, AMC Theatres, Bloomingdale's Outlet, Buy Buy Baby/and That!, Round 1
14.	Sawgrass Mills	FL	Sunrise (Miami)	Fee	100.0	%	Acquired 2007	97.2	%	2,327,642	Bed Bath & Beyond, BrandsMart USA, Burlington, Marshalls, Neiman Marcus Last Call, Nordstrom Rack, Saks Fifth Avenue Off 5th, Super Target, T.J. Maxx, Regal Cinema, Bloomingdale's Outlet, Dick's Sporting Goods, Primark, AC Hotel by Marriott
	Total Mills Properties GLA									21,290,568

36

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA		Selected Tenants
	Lifestyle Centers
1.	ABQ Uptown	NM	Albuquerque	Fee	100.0	%	Acquired 2011	99.3	%	228,563		Anthropologie, Apple, Pottery Barn
2.	Hamilton Town Center	IN	Noblesville (Indianapolis)	Fee	50.0	% (4)	Built 2008	94.7	%	675,141		JCPenney, Dick's Sporting Goods, Bed Bath & Beyond, DSW, Emagine Noblesville, Total Wine & More (6), BJ's Wholesale (6)
3.	Liberty Tree Mall	MA	Danvers (Boston)	Fee	49.1	% (4)	Acquired 1999	78.7	%	860,222		Marshalls, Target, Kohl's, Best Buy, Staples, AMC Theatres, Nordstrom Rack, Off Broadway Shoes, Sky Zone, Total Wine & More
4.	Northgate Station	WA	Seattle	Fee	100.0	%	Redeveloped 2021	-	(17)	416,236	(17)	Kraken Community Iceplex, Barnes & Noble, Bed Bath & Beyond, Nordstrom Rack
5.	Pier Park	FL	Panama City Beach	Fee	65.6	% (4)	Built 2008	95.9	%	948,329		Dillard's, JCPenney, Target, Grand Theatres, Ron Jon Surf Shop, Margaritaville, Marshalls, Dave & Buster's, Skywheel
6.	University Park Village	TX	Fort Worth	Fee	100.0	%	Acquired 2015	98.2	%	170,016		Anthropologie, Apple, Pottery Barn
	Total Lifestyle Centers GLA									3,298,507
	Other Properties
1 - 13.	Other Properties									9,423,545
14 - 15.	TMLP						Acquired 2007			2,782,207
	Total Other GLA									12,205,752	(18)
	Total U.S. Properties GLA									175,301,121

37

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

				Ownership Interest			Year Built
				(Expiration if	Legal		or
	Property Name	State	City (CBSA)	Lease) (3)	Ownership		Acquired	Occupancy (5)		Total GLA	Selected Tenants
	Domestic Taubman
1.	Beverly Center	CA	Los Angeles	Ground Lease (2054)	80.0	% (4)	Acquired 2020	91.9	%	779,000	Bloomingdale's, Macy's
2.	Cherry Creek Shopping Center	CO	Denver	Ground Lease (2083)	40.0	% (4)	Acquired 2020	97.1	%	1,037,000	Macy's, Neiman Marcus, Nordstrom
3.	City Creek Center	UT	Salt Lake City	Ground Lease (2082)	80.0	% (4)	Acquired 2020	99.8	%	623,000	Macy's, Nordstrom
4.	Country Club Plaza	MO	Kansas City	Fee	40.0	% (4)	Acquired 2020	81.6	%	965,000	Barnes & Noble, Brio Italian, Banana Republic
5.	Dolphin Mall	FL	Miami	Fee	80.0	% (4)	Acquired 2020	99.1	%	1,436,000	Bass Pro Shops, Cobb Theatres, Burlington, Dave & Busters
6.	Fair Oaks Mall	VA	Fairfax	Fee	40.0	% (4)	Acquired 2020	90.4	%	1,559,000	JC Penney, Macy's (8), Dicks Sporting Goods
7.	Gardens Mall, The	FL	Palm Beach Gardens	Fee	38.8	% (4)	Acquired 2020	92.6	%	1,383,000	Bloomingdale's, Macy's, Nordstrom, Saks Fifth Avenue, Sears
8.	Gardens on El Paseo, The	CA	Palm Desert	Fee	80.0	% (4)	Acquired 2020	98.9	%	237,000	Saks Fifth Avenue
9.	Great Lakes Crossing Outlets	MI	Auburn Hills	Fee	80.0	% (4)	Acquired 2020	93.6	%	1,356,000	AMC Theatre, Bass Pro Shops, Burlington, Round 1, Nordstrom Rack
10.	International Market Place	HI	Waikiki (Honolulu)	Ground Lease (2091)	74.8	% (4)	Acquired 2020	88.3	%	340,000	Saks Fifth Avenue
11.	International Plaza	FL	Tampa	Ground Lease (2080)	40.1	% (4)	Acquired 2020	97.8	%	1,178,000	Dillard's, Neiman Marcus, Nordstrom, LifeTime Fitness
12.	Mall at Green Hills, The	TN	Nashville	Fee	80.0	% (4)	Acquired 2020	93.3	%	1,034,000	Dillard's, Macy's, Nordstrom
13.	Mall at Millenia, The	FL	Orlando	Fee	40.0	% (4)	Acquired 2020	95	%	1,114,000	Bloomingdale's, Macy's, Neiman Marcus
14.	Mall at Short Hills, The	NJ	Short Hills	Fee	80.0	% (4)	Acquired 2020	98.2	%	1,408,000	Bloomingdale's, Macy's, Neiman Marcus, Nordstrom, Industrious
15.	Mall at University Town Center, The	FL	Sarasota	Fee	40.0	% (4)	Acquired 2020	98.8	%	866,000	Dillard's, Macy's, Saks Fifth Avenue
16.	Mall of San Juan, The	PR	San Juan	Fee	76.0	% (4)	Acquired 2020	89.4	%	626,000	H&M, Zara, Pottery Barn, Urban Outfitters, Anthropologie
17.	Sunvalley	CA	Concord	Ground Lease (2061)	40.0	% (4)	Acquired 2020	97.9	%	1,324,000	JC Penney, Macy's (8), Sears
18.	Twelve Oaks Mall	MI	Novi	Fee	80.0	% (4)	Acquired 2020	95.3	%	1,522,000	JC Penney, Macy's, Nordstrom
19.	Waterside Shops	FL	Naples	Fee	40.0	% (4)	Acquired 2020	94.3	%	336,000	Saks Fifth Avenue
20.	Westfarms	CT	West Hartford	Fee	63.2	% (4)	Acquired 2020	94.6	%	1,266,000	JC Penney, Macy's (8), Nordstrom
	Total Domestic Taubman Properties GLA									20,389,000

38

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

U.S. Properties

FOOTNOTES:

(1) This property is managed by a third party.

(2) Our direct and indirect interests in some of the properties held as joint venture interests are subject to preferences on distributions in favor of other partners or us.

(3) The date listed is the expiration date of the last renewal option available to the operating entity under the ground lease. In a majority of the ground leases, we have a right to purchase the lessor’s interest under an option, right of first refusal or other provision.  Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective property.

(4) Joint venture properties accounted for under the equity method.

(5) Malls - Executed leases for all company-owned GLA in mall stores, excluding majors and anchors. Premium Outlets and The Mills - Executed leases for all company-owned GLA (or total center GLA).

(6) Indicates box, anchor, major or project currently under development/construction or has announced plans for development.

(7) Indicates ground lease covers less than 50% of the acreage of this property.

(8) Tenant has multiple locations at this center.

(9) Indicates ground lease covers outparcel only.

(10) Tenant has an existing store at this center but will move to a new location.

(11) We receive substantially all the economic benefit of the property due to a preference or advance.

(12) We own a mortgage note that encumbers Pheasant Lane Mall that entitles us to 100% of the economics of this property.

(13) Indicates anchor has announced its intent to close this location.

(14) Indicates box, anchor, major or project currently under development/construction by a third party.

(15) Owned by a third party.

(16) Includes multi-family tenant on-site.

(17) This property is undergoing significant renovation.

(18) GLA includes office space.

39

United States Lease Expirations

The following table summarizes lease expiration data for our U.S. malls and Premium Outlets, including Puerto Rico, as of December 31, 2021. The data presented does not consider the impact of renewal options that may be contained in leases and excludes data related to TRG.

U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS (1)

				Avg. Base		Percentage of Gross
	Number of			Minimum Rent		Annual Rental
Year	Leases Expiring		Square Feet	PSF at 12/31/2021		Revenues (2)
Inline Stores and Freestanding
Month to Month Leases	555		1,782,236	$	55.85	1.9	%
2022	2,832		10,341,505	$	50.49	9.6	%
2023	2,744		10,870,312	$	57.33	10.4	%
2024	2,545		10,148,796	$	54.59	10.5	%
2025	1,559		6,342,247	$	62.44	7.5	%
2026	1,506		5,711,401	$	57.12	6.1	%
2027	941		3,996,411	$	60.60	4.6	%
2028	749		3,388,618	$	63.78	4.1	%
2029	735		3,151,125	$	66.89	3.8	%
2030	457	���	2,159,987	$	67.28	2.6	%
2031	294		1,600,032	$	56.87	1.6	%
2032 and Thereafter	467		2,158,120	$	46.69	2.0	%
Specialty Leasing Agreements w/ terms in excess of 12 months	2,597		6,874,720	$	17.91	2.3	%
Anchors
Month to Month Leases	1		138,409	$	1.18	0.0	%
2022	2		338,166	$	4.98	0.0	%
2023	16		2,110,674	$	4.76	0.2	%
2024	16		1,465,287	$	8.10	0.2	%
2025	17		1,676,634	$	6.70	0.2	%
2026	16		1,702,455	$	5.01	0.2	%
2027	12		1,682,163	$	3.93	0.1	%
2028	6		622,099	$	7.12	0.1	%
2029	5		556,306	$	4.51	0.0	%
2030	7		754,336	$	8.54	0.1	%
2031	5		427,004	$	12.18	0.0	%
2032 and Thereafter	22		2,323,486	$	13.48	0.6	%

(1) Does not consider the impact of renewal options that may be contained in leases.

(2) Annual rental revenues represent domestic 2021 consolidated and joint venture combined base rental revenue.

40

International Properties

Our ownership interests in properties outside the United States are primarily owned through joint venture arrangements.  With the exception of our Premium Outlets in Canada, all of our international properties are managed by related parties.  

European Investments

At December 31, 2021, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.65 per share. Klépierre is a publicly traded, Paris-based real estate company, which owns, or has an interest in shopping centers located in 14 countries.

As of December 31, 2021, we had a controlling interest in a European investee with interests in 11 Designer Outlet properties. Ten of the outlet properties are located in Europe and one outlet property is located in Canada. Of the ten properties in Europe, two are in Italy, two are in the Netherlands, two are in the United Kingdom, and one each is in Austria, France, Germany, and Spain. As of December 31, 2021, our legal percentage ownership interests in these entities ranged from 23% to 94%.

We own a 14.6% interest in Value Retail PLC and affiliated entities, which own and operate nine luxury outlets throughout Europe. We also have a minority direct ownership in three of those outlets.

Other International Investments

We hold a 40% interest in nine operating joint venture properties in Japan, a 50% interest in five operating joint venture properties in South Korea, a 50% interest in two operating joint venture properties in Mexico, a 50% interest in two operating joint venture properties in Malaysia, a 50% interest in one operating joint venture in Thailand, and a 50% interest in three Premium Outlet operating joint venture properties in Canada. The nine Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.6 million square feet of GLA and were 99.8% leased as of December 31, 2021.

Our investment in TRG includes an interest in four operating joint venture properties located outside of the U.S.; two located in the People’s Republic of China and two located in South Korea. Our effective ownership in these centers, through our investment in TRG, ranges from 13.7% to 39.2%.

The following property tables summarize certain data for our international properties as of December 31, 2021 and do not include our equity investments in Klépierre, or our investment in Value Retail PLC and affiliated entities.

41

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

		City	Ownership	SPG Effective			Total Gross
	COUNTRY/Property Name	(Metropolitan area)	Interest	Ownership		Year Built	Leasable Area (1)	Selected Tenants
	INTERNATIONAL PREMIUM OUTLETS
	JAPAN
1.	Ami Premium Outlets	Ami (Tokyo)	Fee	40.0	%	2009	315,000	Adidas, Beams, Coach, Gap Outlet, Kate Spade New York, Michael Kors, Polo Ralph Lauren, Puma, TaylorMade, Tommy Hilfiger
2.	Gotemba Premium Outlets	Gotemba City (Tokyo)	Fee	40.0	%	2000	659,500	Adidas, Armani, Balenciaga, Bally, Beams, Bottega Veneta, Burberry, Coach, Dolce & Gabbana, Dunhill, Gap Outlet, Gucci, Loro Piana, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Prada/Miu Miu, Puma, Salvatore Ferragamo, Tod's, Tory Burch, United Arrows
3.	Kobe-Sanda Premium Outlets	Hyougo-ken (Osaka)	Ground Lease (2026)	40.0	%	2007	441,000	Adidas, Armani, Bally, Beams, Coach, Dolce & Gabbana, Gap Outlet, Gucci, Kate Spade New York, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Prada/Miu Miu, Salvatore Ferragamo, Tod's, Tommy Hilfiger, United Arrows, Valentino
4.	Rinku Premium Outlets	Izumisano (Osaka)	Ground Lease (2031)	40.0	%	2000	512,500	Adidas, Armani, Bally, Beams, Brooks Brothers, Burberry, Coach, Dolce & Gabbana, Dunhill, Eddie Bauer, Furla, Gap Outlet, Kate Spade New York, Lanvin Collection, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Salvatore Ferragamo, TaylorMade, Tommy Hilfiger, United Arrows, Zara
5.	Sano Premium Outlets	Sano (Tokyo)	Fee	40.0	%	2003	390,800	Adidas, Beams, Coach, Dunhill, Eddie Bauer, Etro, Furla, Gap Outlet, Gucci, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Prada/Miu Miu, Salvatore Ferragamo, TaylorMade
6.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)	Ground Lease (2027)	40.0	%	2008	164,200	Adidas, Beams, Coach, Gap, Nike, Polo Ralph Lauren, Tommy Hilfiger, United Arrows
7.	Shisui Premium Outlets	Shisui (Chiba), Japan	Ground Lease (2033)	40.0	%	2013	434,600	Adidas, Beams, Citizen, Coach, Dunhill, Furla, Gap, Kate Spade New York, Marmot, Michael Kors, Nike, Polo Ralph Lauren, Samsonite, Tommy Hilfiger, United Arrows
8.	Toki Premium Outlets	Toki (Nagoya)	Ground Lease (2033)	40.0	%	2005	367,700	Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger, United Arrows
9.	Tosu Premium Outlets	Fukuoka (Kyushu)	Fee	40.0	%	2004	328,400	Adidas, Beams, Coach, Furla, Gap Outlet, Kate Spade New York, Michael Kors, Nike, Olive des Olive, Polo Ralph Lauren, Puma, Tommy Hilfiger, United Arrows
	Subtotal Japan						3,613,700

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Property Table

International Properties

		City	Ownership	SPG Effective			Total Gross
	COUNTRY/Property Name	(Metropolitan area)	Interest	Ownership		Year Built	Leasable Area (1)	Selected Tenants
	MEXICO
10.	Punta Norte Premium Outlets	Mexico City	Fee	50.0	%	2004	333,000	Adidas, Calvin Klein, CH Carolina Herrera, Coach, Dolce & Gabbana, Kate Spade New York, Nautica, Nike, Palacio Outlet, Salvatore Ferragamo, Zegna
11.	Premium Outlets Querétaro	Querétaro	Fee	50.0	%	2019	274,800	Adidas, Adrianna Papell, Calvin Klein, Guess, Levi's, Nike, Tommy Hilfiger, True Religion, Under Armour
	Subtotal Mexico						607,800
	SOUTH KOREA
12.	Yeoju Premium Outlets	Yeoju (Seoul)	Fee	50.0	%	2007	551,600	Adidas, Armani, Burberry, Chloe, Coach, Fendi, Gucci, Michael Kors, Nike, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Tod's, Under Armour, Valentino, Vivienne Westwood
13.	Paju Premium Outlets	Paju (Seoul)	Ground Lease (2040)	50.0	%	2011	558,900	Adidas, Armani, Bean Pole, Calvin Klein, Coach, Jill Stuart, Lanvin Collection, Marc Jacobs, Michael Kors, Nike, Polo Ralph Lauren, Puma, Tory Burch, Under Armour, Vivienne Westwood
14.	Busan Premium Outlets	Busan	Fee	50.0	%	2013	360,200	Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, The North Face, Tommy Hilfiger
15.	Siehung Premium Outlets	Siehung	Fee	50.0	%	2017	444,400	Adidas, Armani, Bean Pole, Calvin Klein, Coach, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, The North Face, Under Armour
16.	Jeju Premium Outlets	Jeju Province	Ground Lease (2041)	50.0	%	2021	92,000	Adidas, Arcteryx, Golden Goose, Guess, Hugo Boss, J. Lindeberg, Lacoste
	Subtotal South Korea						2,007,100
	MALAYSIA
17.	Johor Premium Outlets	Johor (Singapore)	Fee	50.0	%	2011	309,400	Adidas, Armani, Calvin Klein, Coach, DKNY, Furla, Gucci, Guess, Michael Kors, Nike, Polo Ralph Lauren, Prada, Puma, Salvatore Ferragamo, Timberland, Tommy Hilfiger, Tory Burch, Zegna
18.	Genting Highlands Premium Outlets	Kuala Lumpur	Fee	50.0	%	2017	277,500	Adidas, Coach, Furla, Kate Spade New York, Michael Kors, Nike, Padini, Polo Ralph Lauren, Puma
	Subtotal Malaysia						586,900
	THAILAND
19.	Siam Premium Outlets Bangkok	Bangkok	Fee	50.0	%	2020	264,000	Adidas, Balenciage, Burberry, Calvin Klein, Coach, Furla, Kate Spade New York, Nike, Skechers, Under Armour
	Subtotal Thailand						264,000
	CANADA
20.	Toronto Premium Outlets	Toronto (Ontario)	Fee	50.0	%	2013	504,900	Adidas, Armani, Burberry, Calvin Klein, Coach, Eddie Bauer, Gap, Gucci, Guess, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Saks Fifth Avenue, Tommy Hilfiger, Tory Burch, Under Armour
21.	Premium Outlets Montreal	Montreal (Quebec)	Fee	50.0	%	2014	367,400	Adidas, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Salvatore Ferragamo, The North Face, Tommy Hilfiger, Under Armour
22.	Premium Outlet Collection Edmonton International Airport	Edmonton (Alberta)	Ground Lease (2072)	50.0	%	2018	422,600	Adidas, Calvin Klein, Coach, Gap Factory, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
	Subtotal Canada						1,294,900
	TOTAL INTERNATIONAL PREMIUM OUTLETS						8,374,400

43

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

		City	Ownership	SPG Effective			Total Gross
	COUNTRY/Property Name	(Metropolitan area)	Interest	Ownership		Year Built	Leasable Area (1)	Selected Tenants
	INTERNATIONAL DESIGNER OUTLETS
	AUSTRIA
1.	Parndorf Designer Outlet	Vienna	Fee	90.0	%	2005	118,000	Adidas, Armani, Bally, Burberry, Calvin Klein, Coach, Dolce & Gabbana, Furla, Geox, Gucci, Guess, Michael Kors, Moncler, Nike, Polo Ralph Lauren, Porsche Design, Prada, Puma, Tommy Hilfiger,  Zegna
	Subtotal Austria						118,000
	ITALY
2.	La Reggia Designer Outlet (2)	Marcianise (Naples)	Fee	90.0	%	2010	344,000	Adidas, Armani, Calvin Klein, Coach, Guess, Liu Jo, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Puma, Timberland, Tommy Hilfiger
						Phase 3 - 2021
3.	Noventa Di Piave Designer Outlet	Venice	Fee	90.0	%	2008	353,000	Adidas, Armani, Bally, Bottega Veneta, Burberry, Calvin Klein, Coach, Dolce & Gabanna, Fendi, Furla, Gucci, Loro Piana, Michael Kors, Nike, Pinko, Polo Ralph Lauren, Prada, Salvatore Ferragamo, Sergio Rossi,Tommy Hilfiger, Valentino, Versace, Zegna
	Subtotal Italy						697,000
	NETHERLANDS
4.	Roermond Designer Outlet Phases 2 & 3	Roermond	Fee	90.0	%	2005	173,000	Armani, Bally, Burberry, Calvin Klein, Coach, Furla, Gucci, Michael Kors, Moncler, Mulberry, Polo Ralph Lauren, Prada, Swarovski, Tod's, Tommy Hilfiger, UGG, Zegna
5.	Roermond Designer Outlet Phase 4	Roermond	Fee	46.1	%	2017	125,000	Adidas, Karl Lagerfield, Liu Jo, Longchamp, Tag Heuer, Tom Tailor, Woolrich
6.	Designer Outlet Roosendaal	Roosendaal	Fee	94.0	%	2017	247,500	Adidas, Calvin Klein, Esprit, Guess, Nike, Puma, S. Oliver, Tommy Hilfiger
	Subtotal Netherlands						545,500
	UNITED KINGDOM
7.	Ashford Designer Outlet	Kent	Fee	45.0	%	2000	281,000	Adidas, Calvin Klein, Clarks, Fossil, French Connection, Gap, Guess, Kate Spade New York, Nike, Polo Ralph Lauren, Superdry, Tommy Hilfiger
8.	West Midlands Designer Outlet	Cannock (West Midlands)	Fee	23.2	%	2021	197,000
	Subtotal England						478,000
	CANADA
9.	Vancouver Designer Outlets	Vancouver	Ground Lease (2072)	45.0	%	2015	326,000	Adidas, Armani, Burberry, Calvin Klein, Coach, Gap, Kate Spade New York, Michael Kors, Nike, Polo Ralph Lauren, Tommy Hilfiger, Under Armour
	Subtotal Canada						326,000
	GERMANY
10.	Ochtrup Designer Outlets	Ochtrup	Fee	70.5	%	2016	191,500	Adidas, Calvin Klein, Guess, Lindt, Nike, Puma, Samsonite, Schiesser, Seidensticker, Steiff, Tom Tailor, Vero Moda
	Subtotal Germany						191,500
	FRANCE
11.	Provence Designer Outlet	Miramas	Fee	90.0	%	2017	269,000	Armani, Calvin Klein, Guess, Michael Kors, Nike, Polo Ralph Lauren, Puma, Prada, Timberland, Tommy Hilfiger
	Subtotal France						269,000
	SPAIN
12.	Málaga Designer Outlet	Málaga	Fee	46.1	%	2020	191,000	Adidas, Armani, Burberry, Calvin Klein, Furla, Guess, Polo Ralph Lauren, Prada, Tommy Hilfiger, Under Armour
	Subtotal Spain						191,000
	Total International Designer Outlets						2,816,000

44

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table

International Properties

		City	Ownership	SPG Effective		Year Built	Total Gross
	COUNTRY/Property Name	(Metropolitan area)	Interest	Ownership		or Acquired	Leasable Area (1)	Selected Tenants
	International Taubman
	China
1.	CityOn.Xian	Xi'an	Ground Lease (2051)	20.0	%	Acquired 2020	995,000	Wangfujing
2.	CityOn.Zhengzhou	Zhengzhou	Ground Lease (2051)	19.6	%	Acquired 2020	919,000	G-Super, Wangfujing
	Subtotal China						1,914,000
	South Korea
3.	Starfield Anseong	Anseong	Fee	39.2	%	Acquired 2020	1,068,000	Shinsegae, E-Mart Traders
4.	Starfield Hanam	Hanam	Fee	13.7	%	Acquired 2020	1,709,000	Shinsegae, E-Mart Traders
	Subtotal South Korea						2,777,000
	Total International Taubman						4,691,000

FOOTNOTES:

(1) All gross leasable area listed in square feet.

(2) Property completed an expansion in 2021.

(3) Property is undergoing an expansion.

45

Land

We have direct or indirect ownership interests in approximately 127 acres of land held in the United States and Canada for future development.

Sustainability

At Simon, we define and implement sustainability and Environmental, Social and Governance, or ESG, initiatives into all aspects of our business; from how we plan, develop, and operate our properties, to how we do business with our customers, engage with our communities, and create a healthy, safe, productive, and positive work environment for our employees. Our sustainability framework focuses on four key areas: Customers, Communities, Environment, and Employees.

The health and safety of all who work in and visit our properties has and continues to be our top priority, and beginning in 2020 and sustained through 2021, we enrolled and successfully achieved the International WELL Building Institute’s (WELL) third party verified WELL Health-Safety Rating for Facility Operations and Management for over 200 properties in our portfolio. This rating was earned primarily as a result of our emergency management program and the implementation of Simon’s rigorous COVID-19 exposure mitigation protocols. To learn more about our Health-Safety efforts and rating visit: www.simon.com/health.

Since 2003, we have measured our environmental impact and utilized sustainability to reduce this impact while achieving cost efficiencies in our operations by implementing a range of energy management practices. As a result, we have reduced our energy consumption every year since 2003. In this period, excluding new developments, we have reduced the energy usage over which we have direct control, by 540 million kWh, representing a 51% reduction across a portfolio of comparable properties. In recent years, we have ramped up these efforts, and from 2013-2020 have achieved an energy use reduction of 370 million kWh, representing a 41% reduction in a seven-year period, accounting for 69% of total reductions achieved since 2003.

Our reduction in greenhouse gas emissions resulting from our energy management efforts since 2003 is 384,962 metric tons of CO2e. This figure represents a reduction of 67% and includes emission streams scope 1 and scope 2. Enhanced efforts from 2013-2020 have resulted in emissions reduction of 199,886 metric tons of CO2e. This represents a 51% reduction in a seven-year period, accounting for 52% of total reductions achieved since 2003. Additional emission streams, such as scope 3 emissions generated from tenants’ plug-load consumption, are included in Simon’s annual sustainability report published in accordance with the guidelines of the Global Reporting Initiatives (GRI).

We are also focused on reducing our water usage and have a goal of reducing consumption by 20% from levels established in 2013 before 2025. While in 2020 we achieved a reduction of 25% in water use, this was primarily due to governmental restrictions which caused the temporary closure of our properties. Therefore, Simon is not comparing FY2020 water consumption against its 2025 target, and we will release our water consumption against the 20% reduction goal in 2022.

In 2020, due to governmental restrictions, many centers were closed temporarily. For this reason, our environmental impact during 2020 shows a steep decrease compared to other years. Our energy consumption decreased in this period by 27% and our carbon emissions from our properties decreased by 26%. We used 25% less water in 2020 compared to 2019 and collected 42% less solid waste. Since our assets were not open for approximately 13,500 shopping days during 2020, these reductions do not represent actual environmental improvements alone, but a combination of these and the many actions our management teams took to reduce operational expenditures during the closures. For this reason, the reductions from 2019 to 2020 should not be viewed as continuing on an annual basis.

In 2020, Simon announced new 2035 emissions targets approved by the Science Based Target Initiative (SBTi). Our commitment is to reduce scope 1 and scope 2 emissions by 68% (2019 baseline), and scope 3, including tenant emissions by 21% (2018 baseline). We are developing our “Roadmap to 2035” which will identify how we will plan to achieve our new science-based targets and that will detail all aspects of our business that will include a sustainability focus. Our complete “Low Carbon Transition Plan” will be published in the future. We also continue to align our climate-related risk disclosure with the recommendations made by the Task Force on Climate Related Financial Disclosures (TCFD), established by the Financial Stability Board (FSB).

Simon’s sustainability performance improved in 2021 and has been recognized by international organizations. In 2021, Simon again participated in CDP’s annual climate change questionnaire, and for the 2nd consecutive year received an A score, earning a prestigious place on CDP’s climate change ‘A List’ that represents results achieved by only 200 of the 13,000+ (<1.5%) reporting organizations globally. In 2021 Simon was once again awarded a Green Star ranking (2014-

46

2021) - the highest designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark (GRESB). Simon was also awarded 28 new Institute of Real Estate Management (IREM®) Certified Sustainable Property Certifications (IREM CSP) across our portfolio and renewed our certifications at the Shops at Crystals. The IREM CSP is a prestigious sustainability certification program that focuses on the role of exceptional real estate management in green building performance.  Finally, Simon was recognized for the first time as a “Best Places to Work for Disability Inclusion” by Disability: IN for our continued efforts in diversity and inclusion.

To learn more and access the latest report visit: investors.simon.com/sustainability.  The information in such report is not incorporated herein by reference and should not be considered part of this Annual Report on Form 10-K.

Mortgages and Unsecured Debt

The following table sets forth certain information regarding the mortgages encumbering our properties, and the properties held by our domestic and international joint venture arrangements, and also our unsecured corporate debt, excluding TRG. Substantially all of the mortgage and property related debt is nonrecourse to us.  

47

Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

	Interest			Face			Annual Debt			Maturity
Property Name	Rate			Amount			Service (1)			Date
Consolidated Indebtedness:
Secured Indebtedness:
Arizona Mills	3.80	%		$	99,682		$	5,582		09/01/26
Birch Run Premium Outlets	4.21	%			123,000			5,249	(2)	02/06/26
Calhoun Outlet Marketplace	4.17	%			17,552	(19)		1,139		06/01/26
Domain, The	3.09	%			210,000			6,497	(2)	07/01/31
Ellenton Premium Outlets	4.30	%			178,000			7,758	(2)	12/01/25
Empire Mall	4.31	%			180,452			11,289		12/01/25
Florida Keys Outlet Marketplace	4.17	%			17,000			718	(2)	12/01/25
Gaffney Outlet Marketplace	4.17	%			28,352	(19)		1,839		06/01/26
Grove City Premium Outlets	4.31	%			140,000			6,116	(2)	12/01/25
Gulfport Premium Outlets	4.35	%			50,000			2,204	(2)	12/01/25
Gurnee Mills	3.99	%			257,710			10,283	(2)	10/01/26
Hagerstown Premium Outlets	4.26	%			71,901			4,546		02/06/26
La Reggia Designer Outlet Phases 1 & 2	2.53	%	(25)		148,397	(30)		13,014		02/15/22
Lee Premium Outlets	4.17	%			48,604	(19)		2,975		06/01/26
Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4	1.90	%			314,876	(30)		6,648	(2)	07/25/25
Ochtrup Designer Outlet	2.10	%			56,715	(30)		2,586	(2)	06/30/26
Opry Mills	4.09	%			375,000			15,558	(2)	07/01/26
Outlets at Orange, The	4.22	%			215,000			9,192	(2)	04/01/24
Oxford Valley Mall	4.77	%			32,783	(8)		3,429		03/06/21
Parndorf Designer Outlet	2.00	%			208,273	(30)		4,066	(2)	07/04/29
Penn Square Mall	3.84	%			310,000			12,076	(2)	01/01/26
Phipps Plaza Hotel	1.85	%	(1)		25,000			470	(2)	10/25/26
Pismo Beach Premium Outlets	3.33	%			32,975	(20)		1,953		09/06/26
Plaza Carolina	1.20	%	(1)		225,000			2,782	(2)	07/27/23
Pleasant Prairie Premium Outlets	4.00	%			145,000			5,873	(2)	09/01/27
Potomac Mills	3.46	%			416,000			14,583	(2)	11/01/26
Provence Designer Outlet	1.60	%	(28)		92,899	(30)		1,775	(2)	07/27/22	(3)
Puerto Rico Premium Outlets	1.20	%	(1)		160,000			1,962	(2)	07/26/23
Queenstown Premium Outlets	3.33	%			57,928	(20)		3,430		09/06/26
Roermond Designer Outlet	1.78	%			260,891	(30)		4,974	(2)	03/31/22
Roosendaal Designer Outlets	1.75	%	(24)		65,105	(30)		6,689		02/25/24	(3)
Shops at Chestnut Hill, The	4.69	%			120,000			5,703	(2)	11/01/23
Southridge Mall	3.85	%			112,087			4,342	(2)	06/06/23
Summit Mall	3.31	%			85,000			2,856	(2)	10/01/26
Syosset Park	2.60	%	(1)		48,854			1,271		05/12/26	(3)
University Park Village	3.85	%			53,408			3,091		05/01/28
White Oaks Mall	2.98	%	(1)		42,594			2,894		06/01/24	(3)
Williamsburg Premium Outlets	4.23	%			185,000			7,932	(2)	02/06/26
Wolfchase Galleria	4.15	%			155,152			6,522	(2)	11/01/26
Total Consolidated Secured Indebtedness				$	5,366,190

48

Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

	Interest			Face			Annual Debt			Maturity
Property Name	Rate			Amount			Service (1)			Date
Unsecured Indebtedness:
Simon Property Group, L.P.
Global Commercial Paper - USD	0.22	%	(16)		500,000			1,104	(2)	01/23/22
Revolving Credit Facility - USD	0.88	%	(15)		125,000			1,100	(2)	06/30/25	(3)
Supplemental Credit Facility - USD	0.88	%	(15)		1,050,000	(35)		9,240	(2)	01/31/27	(3)
Unsecured Notes - 22C	6.75	%			600,000			40,500	(14)	02/01/40
Unsecured Notes - 25C	4.75	%			550,000			26,125	(14)	03/15/42
Unsecured Notes - 27B	3.75	%			600,000			22,500	(14)	02/01/24
Unsecured Notes - 28A	3.38	%			900,000			30,375	(14)	10/01/24
Unsecured Notes - 28B	4.25	%			400,000			17,000	(14)	10/01/44
Unsecured Notes - 29B	3.50	%			1,100,000			38,500	(14)	09/01/25
Unsecured Notes - 30B	3.30	%			800,000			26,400	(14)	01/15/26
Unsecured Notes - 31B	3.25	%			750,000			24,375	(14)	11/30/26
Unsecured Notes - 31C	4.25	%			550,000			23,375	(14)	11/30/46
Unsecured Notes - 32B	3.38	%			750,000			25,313	(14)	06/15/27
Unsecured Notes - 33A	2.75	%			600,000			16,500	(14)	06/01/23
Unsecured Notes - 33B	3.38	%			750,000			25,313	(14)	12/01/27
Unsecured Notes - 34A	2.00	%			1,000,000			20,000	(14)	09/13/24
Unsecured Notes - 34B	2.45	%			1,250,000			30,625	(14)	09/13/29
Unsecured Notes - 34C	3.25	%			1,250,000			40,625	(14)	09/13/49
Unsecured Notes - 35A	2.65	%			750,000			19,875	(14)	07/15/30
Unsecured Notes - 35B	3.80	%			750,000			28,500	(14)	07/15/50
Unsecured Notes - 36A	1.75	%			800,000			14,000	(14)	02/01/28
Unsecured Notes - 36B	2.20	%			700,000			15,400	(14)	02/01/31
Unsecured Notes - 37A	1.38	%			550,000			7,563	(14)	01/15/27
Unsecured Notes - 37B	2.25	%			700,000			15,750	(14)	01/15/32
Unsecured Notes - Euro 2	1.38	%			850,731	(13)		11,698	(6)	11/18/22
Unsecured Notes - Euro 3	1.25	%			567,156	(10)		7,089	(6)	05/13/25
Unsecured Notes - Euro 4	1.13	%			850,731	(13)		9,571	(6)	03/19/33
Total Consolidated Unsecured Indebtedness				$	20,043,618
Total Consolidated Indebtedness at Face Amounts				$	25,409,808
Premium on Indebtedness					28,055
Discount on Indebtedness					(56,127)
Debt Issuance Costs					(124,159)
Other Debt Obligations					63,445	(18)
Total Consolidated Indebtedness				$	25,321,022
Our Share of Consolidated Indebtedness				$	25,148,756

49

Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

	Interest			Face			Annual Debt			Maturity
Property Name	Rate			Amount			Service (1)			Date
Joint Venture Indebtedness:
Secured Indebtedness:											��
Ami Premium Outlets	2.22	%		$	14,889	(26)	$	13,252		09/25/23
Arundel Mills	4.29	%			383,500			16,673	(2)	02/06/24
Ashford Designer Outlet	3.08	%			135,121	(21)		4,062	(2)	02/22/22
Aventura Mall	4.12	%			1,750,000			73,124	(2)	07/01/28
Avenues, The	3.60	%			110,000			4,015	(2)	02/06/23
Briarwood Mall	3.29	%			165,000			5,507	(2)	09/01/26
Busan Premium Outlets	3.04	%			91,624	(17)		2,574	(2)	06/20/23
Cape Cod Mall	2.35	%	(1)		52,000			1,223	(2)	07/30/26	(3)
Charlotte Premium Outlets	4.27	%			100,000			4,278	(2)	07/01/28
Clarksburg Premium Outlets	3.95	%			160,000			6,362	(2)	01/01/28
Coconut Point	3.95	%			179,212			10,811		10/01/26
Colorado Mills - 1	4.28	%			126,401			8,050		11/01/24
Colorado Mills - 2	2.80	%			30,000			1,099	(2)	07/01/31
Concord Mills	3.84	%			235,000			9,140	(2)	11/01/22
Crystal Mall	4.46	%			83,086			4,742		06/06/22
Dadeland Mall	4.50	%			385,000			27,439		01/05/27
Dadeland Mall Hotel	2.45	%	(1)		27,134			665	(2)	07/01/24	(3)
Del Amo Fashion Center	3.66	%			585,000			21,694	(2)	06/01/27
Domain Westin	4.12	%			61,876			4,406		09/01/25
Dover Mall	5.57	%			80,506			4,485	(2)	08/06/26
Emerald Square Mall	4.71	%			99,568			4,615	(2)	08/11/22
Falls, The	3.45	%			150,000			5,247	(2)	09/01/26
Fashion Centre at Pentagon City, The	3.04	%	(1)		455,000			13,834	(2)	05/09/26	(3)
Fashion Valley	3.75	%	(34)		415,000			15,563	(2)	02/01/26	(3)
Florida Mall, The	5.25	%			296,071			25,172		03/05/22
Galleria, The	3.55	%			1,200,000			43,189	(2)	03/01/25
Genting Highland Premium Outlets	3.97	%	(7)		19,051	(9)		870	(2)	02/14/24
Gloucester Premium Outlets	1.60	%	(1)		86,000			1,399	(2)	03/01/23	(3)
Gotemba Premium Outlets	0.16	%			112,952	(26)		270	(2)	04/08/27
Grapevine Mills	3.83	%			268,000			10,414	(2)	10/01/24
Hamilton Town Center	4.81	%			74,613			5,286		04/01/22
Katy Mills	3.49	%			140,000			4,954	(2)	12/06/22
Kobe-Sanda Premium Outlets	0.34	%	(12)		7,821	(26)		28	(2)	01/31/23
Lehigh Valley Mall	4.06	%			185,317			11,522		11/01/27
Liberty Tree Mall	3.41	%			28,486			1,964		05/06/23
Malaga Designer Outlet	2.75	%	(22)		67,246			2,166	(2)	02/09/23
Mall at Rockingham Park, The	4.04	%			262,000			10,732	(2)	06/01/26
Mall at Tuttle Crossing, The	3.56	%			114,814			4,056	(2)	05/01/23
Mall of New Hampshire, The	4.11	%			150,000			6,248	(2)	07/01/25
Meadowood Mall	5.70	%			107,841			8,592		12/01/26
Miami International Mall	4.42	%			160,000			7,170	(2)	02/06/24
Northshore Mall	3.30	%			222,911			14,717		07/05/23

50

Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

	Interest			Face			Annual Debt			Maturity
Property Name	Rate			Amount			Service (1)			Date
Ontario Mills	4.25	%			280,247			20,976		03/05/22
Paju Premium Outlets	2.95	%			59,680	(17)		4,340	(2)	07/13/24
Premium Outlet Collection Edmonton IA	1.73	%	(4)		107,476	(5)		1,870	(2)	11/30/23
Premium Outlets Montréal	3.08	%			94,498	(5)		2,703	(2)	06/01/24
Quaker Bridge Mall	4.50	%			180,000			8,100	(2)	05/01/26
Querétaro Premium Outlets - Fixed	9.98	%			21,227	(32)		2,119		12/20/33
Querétaro Premium Outlets - Variable	8.49	%			4,070	(32)		346	(2)	06/30/23
Rinku Premium Outlets - Fixed	0.30	%			51,263	(26)		155	(2)	07/31/27
Rinku Premium Outlets - Variable	0.34	%	(12)		8,687	(26)		29	(2)	07/31/22
Roermond 4 Designer Outlet	1.30	%	(23)		190,563	(30)		2,477	(2)	08/18/25
Roosevelt Field Hotel	3.20	%	(1)		29,150			772	(2)	07/31/23	(3)
Sano Premium Outlets	0.28	%			39,533	(26)		129	(2)	02/28/25
Sawgrass Mills Hotel	5.27	%	(33)		28,501			1,502	(1)	06/07/24	(3)
Shisui Premium Outlets Phase 1	0.32	%	(12)		24,329	(26)		258	(2)	05/31/23
Shisui Premium Outlets Phase 2	0.35	%			43,443	(26)		150	(2)	04/08/25
Shisui Premium Outlets Phase 3	0.32	%	(12)		22,591	(26)		72	(2)	11/30/23
Shops at Clearfork, The	2.81	%	(27)		145,000			4,072	(2)	03/11/30
Shops at Crystals, The	3.74	%			550,000			20,878	(2)	07/01/26
Shops at Mission Viejo, The	3.61	%			295,000			10,797	(2)	02/01/23
Siam Premium Outlets Bangkok	3.95	%			73,305	(11)		2,152	(2)	06/05/31
Siheung Premium Outlets	2.51	%			126,086	(17)		3,625	(2)	03/15/24
Silver Sands Premium Outlets	3.93	%			100,000			2,940	(2)	06/01/22
Smith Haven Mall	3.10	%	(1)		171,750			5,392	(2)	03/31/24	(3)
Solomon Pond Mall	4.01	%			91,178			5,833		11/01/22
Southdale Hotel	2.10	%	(1)		17,000			431	(2)	06/01/22
Southdale Residential	4.46	%			37,160			2,525		10/15/35
Springfield Mall	4.45	%			57,949			4,171		10/06/25
Square One Mall	5.47	%			84,177			4,701	(2)	01/06/27
St. Johns Town Center	3.82	%			350,000			13,552	(2)	09/11/24
St. Louis Premium Outlets	4.06	%			91,459			5,478		10/06/24
Stoneridge Shopping Center	3.50	%			330,000			11,550	(2)	09/05/26
Tanger Outlets Columbus	1.95	%	(1)		71,000			1,502	(2)	11/28/22	(3)
Tanger Outlets - Galveston/Houston	1.95	%	(1)		64,500			1,385	(2)	07/01/23	(3)
Toki Premium Outlets - Fixed	0.21	%			23,025	(26)		52	(2)	11/30/24
Toki Premium Outlets - Variable	0.29	%	(12)		3,041	(26)		3,041	(2)	11/30/24
Toronto Premium Outlets	3.11	%			133,871	(5)		4,158	(2)	06/01/22
Toronto Premium Outlets II	1.63	%	(4)		92,729	(5)		1,509	(2)	05/24/22
Tosu Premium Outlets	0.20	%	(12)		53,870	(26)		169	(2)	10/31/26
Twin Cities Premium Outlets	4.32	%			115,000			5,037	(2)	11/06/24
Vancouver Designer Outlet	1.98	%	(4)		127,104	(5)		2,388	(2)	02/18/23	(3)
West Midlands Designer Outlets	3.91	%			81,632	(16)		3,193	(1)	02/27/23
West Town Mall	4.37	%			203,199			12,844		07/01/22
Westchester, The	3.25	%			400,000			13,181	(2)	02/01/30
Woodfield Mall	4.50	%			389,507			26,137		03/05/24

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Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

	Interest		Face			Annual Debt			Maturity
Property Name	Rate		Amount			Service (1)			Date
Yeoju Premium Outlets	2.95	%		56,316	(17)		1,953	(2)	09/28/24
Total Joint Venture Secured Indebtedness at Face Value				14,898,156
TMLP Indebtedness at Face Value				363,137	(29)
Total Joint Venture and TMLP Indebtedness at Face Value				15,261,293
Debt Issuance Costs				(37,583)
Total Joint Venture Indebtedness			$	15,223,710
Our Share of Joint Venture Indebtedness			$	6,994,873	(31)

(1) Variable rate loans based on one-month (1M) LIBOR plus interest rate spreads ranging from 110 bps to 324 bps.  1M LIBOR as of December 31, 2021 was 0.10%.

(2) Requires monthly payment of interest only.

(3) Includes applicable extension available at the Applicable Borrower's option.

(4) Variable rate loans based on 1M CDOR plus interest rate spreads ranging from 120 bps to 155 bps.  1M CDOR at December 31, 2021 was 0.45%.

(5) Amount shown in USD equivalent.  CAD equivalent is 705.6 million.

(6) Requires annual payment of interest only.

(7) Variable rate loans based on Cost of Fund plus interest rate spreads of 175 bps. Cost of Fund as of December 31, 2021 was 2.22%.

(8) Mortgage is outstanding as of 12/31/2021, the single purpose entity borrower and the lender are currently working together to extend the maturity date of this non-recourse loan.

(9) Amount shown in USD equivalent.  Ringgit equivalent is 79.4 million.

(10) Amount shown in USD equivalent.  Euro equivalent is 500.0 million.

(11) Amount shown in USD equivalent.  Baht equivalent is 2.4 billion.

(12) Variable rate loans based on six-month (6M) TIBOR plus interest rate spreads ranging from 15 bps to 35 bps.  As of December 31, 2021, 6M TIBOR was 0.14%.

(13) Amount shown in USD equivalent.  Euro equivalent is 750.0 million.

(14) Requires semi-annual payments of interest only.

(15) Credit Facilities. As of December 31, 2021, the Credit Facilities bear interest at a SOFR index subject to a 10bps adjustment plus 72.5 bps credit spread. The Credit Facilities provide for different pricing based upon our investment grade rating. As of December 31, 2021, $5.8 billion was available after outstanding borrowings and letters of credit under our Credit Facilities.

(16) Reflects the weighted average maturity date and weighted average interest rate of all outstanding tranches of commercial paper at December 31, 2021.

(17) Amount shown in USD equivalent.  Won equivalent is 397.0 billion.

(18) City of Sunrise Bond Liability (Sawgrass Mills).

(19) Loans secured by these three properties are cross-collateralized and cross-defaulted.

(20) Loans secured by these two properties are cross-collateralized and cross-defaulted.

(21) Amount shown in USD equivalent.  GBP equivalent is 100.0 million.

(22) Variable rate loan based on three-month (3M) EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 275 bps.

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Mortgage and Unsecured Debt

As of December 31, 2021

(Dollars in thousands)

(23) Variable rate loan based on 3M EURIBOR plus an interest rate spread of 130 bps. Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%. Also, 3M EURIBOR is capped at 1.30%.

(24) Variable rate loan based on 3M EURIBOR, which is subject to a floor of 0.00%, plus an interest rate spread of 175 bps.

(25) Variable rate loan based on 3M EURIBOR plus an interest rate spread from 250 bps to 275 bps.  Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%.

(26) Amount shown in USD equivalent.  Yen equivalent is 46.7 billion

(27) Associated with this loan is an interest rate swap agreement that effectively fixes the interest rate on this loan at the all-in rate presented.

(28) Variable rate loan based on 3M EURIBOR plus an interest rate spread of 160 bps. Through an interest rate floor agreement, 3M EURIBOR is currently fixed at 0.00%. In addition, 3M EURIBOR is capped at 1.00%.

(29) Consists of two properties with interest rates ranging from 5.65% to 7.32% and maturities in 2024.

(30) Amount shown in USD equivalent.  Euro equivalent is 1.2 billion.

(31) Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including properties owned by The Mills Limited Partnership.  To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $209.9 million of payment guarantees provided by the Operating Partnership.

(32) Amount shown in USD equivalent. Peso equivalent is 517.6 million.

(33) Variable rate loan based on 1M LIBOR plus an interest rate spread of 295 bps. In addition, LIBOR floor at 2.32%.

(34) Variable rate loan based on 1M LIBOR plus an interest rate spread of 350 bps. In addition, LIBOR floor at 0.25%.

(35) On January 12, 2022, the Operating Partnership repaid $1.05 billion under the Supplemental Credit Facility.

The changes in consolidated mortgages and unsecured indebtedness for the years ended December 31, 2021, 2020 and 2019 are as follows:

	2021		2020		2019
Balance, Beginning of Year	$	26,723,361	$	24,163,230	$	23,305,535
Additions during period:
New Loan Originations		9,255,220		15,269,455		13,355,809
Loans assumed in acquisitions and consolidation		46,263		—		21,001
Net (Discount)/Premium		(9,118)		28,906		(16,903)
Net Debt Issuance Costs		(35,818)		(34,595)		(23,505)
Deductions during period:
Loan Retirements		(10,386,133)		(12,932,448)		(12,366,951)
Amortization of Net Discounts/(Premiums)		168		174		(758)
Debt Issuance Cost Amortization		24,794		23,076		18,400
Scheduled Principal Amortization		(48,386)		(51,728)		(58,419)
Foreign Currency Translation		(249,329)		257,291		(70,979)
Balance, Close of Year	$	25,321,022	$	26,723,361	$	24,163,230

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Item 3.  Legal Proceedings

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.

Item 4.  Mine Safety Disclosures

Not applicable.

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Part II

Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Simon

Market Information

Simon’s common stock trades on the New York Stock Exchange under the symbol “SPG”.

Holders

The number of holders of record of common stock outstanding was 1,102 as of January 31, 2022. The Class B common stock is subject to two voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Dividends

We must pay a minimum amount of dividends to maintain Simon’s status as a REIT. Simon’s future dividends and future distributions of the Operating Partnership will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

Common stock cash dividends paid during 2021 aggregated $7.15 per share. Common stock cash dividends during 2020 aggregated $4.70 per share. On February 7, 2022, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2022 of $1.65 per share, payable on March 31, 2022 to shareholders of record on March 10, 2022.  

We offer a dividend reinvestment plan that allows Simon’s stockholders to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

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

Issuances Under Equity Compensation Plans

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this Annual Report on Form 10-K.

Issuer Purchases of Equity Securities

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

The Operating Partnership

Market Information

There is no established trading market for units or preferred units.  

Holders

The number of holders of record of units was 228 as of January 31, 2022.

Distributions

The Operating Partnership makes distributions on its units in amounts sufficient to maintain Simon's qualification as a REIT. Simon is required each year to distribute to its stockholders at least 90% of its REIT taxable income after certain

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adjustments. Future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the distributions that may be required to maintain Simon's status as a REIT.

Distributions during 2021 aggregated $7.15 per unit.  Distributions during 2020 aggregated $4.70 per unit.  On February 7, 2022, Simon’s Board of Directors declared a quarterly cash distribution for the first quarter of 2022 of $1.65 per unit, payable on March 31, 2022 to unitholders of record on March 10, 2022.  The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Simon’s common stock.

Unregistered Sales of Equity Securities

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

Issuer Purchases of Equity Securities

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

Item 6.  Reserved

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report on Form 10-K.

Overview

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. In this discussion, 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. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2021, we owned or held an interest in 199 income-producing properties in the United States, which consisted of 95 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 15 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in The Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we have redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants, underway at several properties in the North America, Europe and Asia. Internationally, as of December 31, 2021, we had ownership in 33 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. We also have two international outlet properties under development. As of December 31, 2021, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

We generate the majority of our lease income from retail, dining, entertainment, and other tenants including consideration received from:

● fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements, and

● variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:

● attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses,

● expanding and re-tenanting existing highly productive locations at competitive rental rates,

● selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets,

● generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and

● selling selective non-core assets.

We also grow by generating supplemental revenues from the following activities:

● establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

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● offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

● selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and

● generating interest income on cash deposits and investments in loans, including those made to related entities.

We focus on high quality real estate across the retail real estate spectrum. We expand or redevelop properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in markets we believe are not adequately served by existing retail outlet properties.

We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

To support our growth, we employ a three-fold capital strategy:

● provide the capital necessary to fund growth,

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

● manage our overall financial structure in a fashion that preserves our investment grade credit ratings.

We consider FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures internally to evaluate the operating performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included below in this discussion.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a material negative impact on economic and market conditions around the world, and, notwithstanding the fact that vaccines are being administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have imposed at times measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, capacity limitations and social distancing measures. As a result of the COVID-19 pandemic and these periodic measures, the Company has experienced material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments.  Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days in 2020, the majority of which occurred in the second quarter.

As we developed and implemented our response to the impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve.  In the second quarter of 2020, in connection with the property closures, we implemented a series of actions to reduce costs and increase liquidity in light of the economic impacts of the pandemic, including:

● significantly reduced all non-essential corporate spending,

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

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

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

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Results Overview

Diluted earnings per share and diluted earnings per unit increased $3.25 during 2021 to $6.84 as compared to $3.59 in 2020. The increase in diluted earnings per share and diluted earnings per unit was primarily attributable to:

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

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

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

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

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

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

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

● an unrealized favorable change in fair value of equity instruments of $11.5 million, or $0.03 per diluted share/unit, partially offset by

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

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

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

Portfolio NOI increased 22.3% in 2021 as compared to 2020. Average base minimum rent for U.S. Malls and Premium Outlets decreased 3.4% to $53.91 psf as of December 31, 2021, from $55.80 psf as of December 31, 2020. Ending occupancy for our U.S. Malls and Premium Outlets increased 2.1% to 93.4% as of December 31, 2021, from 91.3% as of December 31, 2020, primarily due to leasing activity, partially offset by 2020 tenant bankruptcy activity.

Our effective overall borrowing rate at December 31, 2021 on our consolidated indebtedness decreased 12 basis points to 2.86% as compared to 2.98% at December 31, 2020. This decrease was primarily due to a decrease in the effective overall borrowing rate on variable rate debt of 11 basis points (1.20% at December 31, 2021 as compared to 1.31% at December 31, 2020) and a decrease in the effective overall borrowing rate on fixed rate debt of 22 basis points (3.28% at December 31, 2021 as compared to 3.50% at December 31, 2020).  The weighted average years to maturity of our consolidated indebtedness was 7.8 years and 7.3 years at December 31, 2021 and 2020, respectively.

Our financing activity for the year ended December 31, 2021 included:

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

● decreasing our borrowings under the Operating Partnership’s global unsecured commercial paper note program, or the Commercial Paper program, by $123.0 million,

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

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

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

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

Subsequently on January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 2024 and February 2032, respectively. The Operating Partnership used the net proceeds of the offering to repay $1.05 billion outstanding under the Supplemental Facility and for general corporate purposes, including the repayment of other indebtedness.

United States Portfolio Data

The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, and average base minimum rent per square foot. We include acquired properties in this data beginning in the year of acquisition and remove disposed properties in the year of disposition. For comparative information purposes, we separate the information related to The Mills from our other U.S. operations. We also do not include any information for properties located outside the United States or properties included in TRG.

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The following table sets forth these key operating statistics for the combined U.S. Malls and Premium Outlets:

● properties that are consolidated in our consolidated financial statements,

● properties we account for under the equity method of accounting as joint ventures, and

● the foregoing two categories of properties on a total portfolio basis.

				%/Basis Point					%/Basis Point
	2021			Change (1)		2020			Change (1)		2019
U.S. Malls and Premium Outlets:
Ending Occupancy
Consolidated		93.5	%	200	bps		91.5	%	-380	bps		95.3	%
Unconsolidated		93.1	%	220	bps		90.9	%	-360	bps		94.5	%
Total Portfolio		93.4	%	210	bps		91.3	%	-380	bps		95.1	%
Average Base Minimum Rent per Square Foot
Consolidated	$	52.59		(2.6)	%	$	53.98		1.7	%	$	53.06
Unconsolidated	$	57.55		(5.6)	%	$	60.97		3.8	%	$	58.71
Total Portfolio	$	53.91		(3.4)	%	$	55.80		2.2	%	$	54.59
The Mills:
Ending Occupancy		97.6	%	230	bps		95.3	%	-170	bps		97.0	%
Average Base Minimum Rent per Square Foot	$	33.80		0.1	%	$	33.77		2.1	%	$	33.09

(1) Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.

Ending Occupancy Levels and Average Base Minimum Rent per Square Foot.  Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation. Base minimum rent per square foot is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in ending occupancy.

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

Current Leasing Activities

During the twelve months ended December 31, 2021, we signed 992 new leases and 1,460 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 8.3 million square feet, of which 6.5 million square feet related to consolidated properties. During 2020, we signed 460 new leases and 1,175 renewal leases with a fixed minimum rent, comprising approximately 6.1 million square feet, of which 4.8 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $55.90 per square foot in 2021 and $53.97 per square foot in 2020 with an average tenant allowance on new leases of $53.75 per square foot and $51.01 per square foot, respectively.

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Japan Data

The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.

	December 31,		%/basis point	December 31,		%/basis point	December 31,
	2021		Change	2020		Change	2019
Ending Occupancy		99.8%	+30 bps		99.5%	+0 bps		99.5%
Average Base Minimum Rent per Square Foot	¥	5,509	1.14%	¥	5,447	3.38%	¥	5,269

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we reevaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain. For a summary of our significant accounting policies, see Note 3 of the notes to the consolidated financial statements.

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

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

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

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

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

Results of Operations

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

● During 2021, we disposed of three retail properties.

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

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

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

● During the third quarter of 2019, we disposed of two retail properties.

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

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

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

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

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

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

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

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

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

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

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

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

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

● In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group, formerly known as Aeropostale and Authentic Brands Groups, LLC, or ABG, respectively.

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

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

For the purposes of the following comparisons between the years ended December 31, 2021 and 2020 and the years ended December 31, 2020 and 2019, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, “comparable” refers to properties we owned and operated in both years in the year to year comparisons.

Year Ended December 31, 2021 vs. Year Ended December 31, 2020

Lease income increased $434.4 million, of which the property transactions accounted for a $17.6 million decrease.  Comparable lease income increased $452.0 million, or 10.6%.  Total lease income increased primarily due to an increase in variable lease income of $603.8 million primarily related to higher consideration based on tenant sales and lower negative variable lease income due to abatements granted in 2020 as a result of the COVID-19 pandemic, partially offset by decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $169.4 million.  

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

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

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

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

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

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

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

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

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

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

During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets.  During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce an investment to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments.

Simon’s net income attributable to noncontrolling interests increased $154.3 million due to an increase in the net income of the Operating Partnership.  

Year Ended December 31, 2020 vs. Year Ended December 31, 2019

Lease income decreased $941.4 million, of which the property transactions accounted for $3.9 million of the decrease.  Comparable lease income decreased $937.5 million, or 17.9%. Total lease income decreased primarily due to decreases in fixed minimum lease and CAM consideration recorded on a straight-line basis of $422.0 million and reduced variable lease income of $519.4 million, primarily related to lower consideration based on tenant sales and negative variable lease income due to abatements as a result of the COVID-19 pandemic.  

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

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

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

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

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

Other expense increased $32.7 million primarily related to an increase in legal fees and expenses.

During 2019, we recorded a loss on extinguishment of debt of $116.3 million as a result of the early redemption of senior unsecured notes.

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

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

During 2020, we recorded $125.6 million of impairment charges related to one consolidated property, an other-than-temporary impairment on our equity investment in three joint venture properties, an other-than-temporary impairment to reduce an investment to its estimated fair value, and a $4.3 million loss, net, related to the impairment and disposition of certain assets by Klépierre, partially offset by a $12.3 million gain on the disposal of our interest in one consolidated property, a $1.9 million excess gain on insurance proceeds related to our two properties in Puerto Rico and a $1.0 million gain related to the disposition of a shopping center by one of our joint venture investments. During 2019, we recorded net gains of $62.1 million primarily related to Klépierre’s disposition of certain shopping centers, offset by a $47.2 million impairment charge related to an unconsolidated investment.  

Simon’s net income attributable to noncontrolling interests decreased $156.8 million due to a decrease in the net income of the Operating Partnership.  

Liquidity and Capital Resources

Because we own long-lived income-producing assets, our financing strategy relies primarily on long-term fixed rate debt. Floating rate debt comprised only 7.6% of our total consolidated debt at December 31, 2021. We also enter into interest rate protection agreements from time to time to manage our interest rate risk. We derive most of our liquidity from positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $3.9 billion in the aggregate during 2021. The Credit Facilities and the Commercial Paper program provide alternative sources of liquidity as our cash needs vary from time to time. Borrowing capacity under these sources may be increased as discussed further below.

Our balance of cash and cash equivalents decreased $477.7 million during 2021 to $533.9 million as of December 31, 2021 as further discussed below.

On December 31, 2021, we had an aggregate available borrowing capacity of approximately $5.8 billion under the Facilities, net of outstanding borrowings of $1.18 billion, amounts outstanding under the Commercial Paper program of $500.0 million and letters of credit of $11.8 million. For the year ended December 31, 2021, the maximum aggregate outstanding balance under the Credit Facilities was $2.1 billion and the weighted average outstanding balance was $519.9 million. The weighted average interest rate was 0.85% for the year ended December 31, 2021.

Simon has historically had access to public equity markets and the Operating Partnership has historically had access to private and public, short and long-term unsecured debt markets and access to secured debt and private equity from institutional investors at the property level.

Our business model and Simon’s status as a REIT require us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. Simon may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facilities and the Commercial Paper program to address our debt maturities and capital needs through 2022.

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Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $3.9 billion during 2021. In addition, we had net repayments of debt from our debt financing and repayment activities of $0.8 billion in 2021. These activities are further discussed below under “Financing and Debt.” During 2021, we also:

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

● paid stockholder dividends and unitholder distributions totaling approximately $2.7 billion and preferred unit distributions totaling $5.3 million,

● funded consolidated capital expenditures of $527.9 million (including development and other costs of $96.3 million, redevelopment and expansion costs of $299.8 million, and tenant costs and other operational capital expenditures of $131.8 million),

● funded investments in unconsolidated entities of $56.9 million,

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

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

In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and dividends to stockholders and/or distributions to partners necessary to maintain Simon’s REIT qualification on a long-term basis.  At this time, we do not expect the impact of COVID-19 to impact our ability to fund these needs for the foreseeable future; however its ultimate impact is difficult to predict. In addition, we expect to be able to generate or obtain capital for nonrecurring capital expenditures, such as acquisitions, major building redevelopments and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from the following, however a severe and prolonged disruption and instability in the global financial markets, including the debt and equity capital markets, may affect our ability to access necessary capital:

● excess cash generated from operating performance and working capital reserves,

● borrowings on the Credit Facilities and Commercial Paper program,

● additional secured or unsecured debt financing, or

● additional equity raised in the public or private markets.

We expect to generate positive cash flow from operations in 2022, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows from operations, including one due to the impact of the COVID-19 pandemic and restrictions intended to restrict its spread, could cause us to increase our reliance on available funds from the Credit Facilities and Commercial Paper program, further curtail planned capital expenditures, or seek other additional sources of financing.

Financing and Debt

Unsecured Debt

At December 31, 2021, our unsecured debt consisted of $18.4 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Credit Facility, $1.05 billion outstanding under the Supplemental Facility and $500.0 million outstanding under the Commercial Paper program.  

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

In November 2021, we amended our Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes. The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $5.0 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 95% of

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the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for two additional six-month periods to June 30, 2025, 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.

In October 2021, we amended, restated, and extended the Supplemental Facility. The Supplemental Facility’s initial borrowing capacity of $3.5 billion 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 our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.  Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

On December 31, 2021, we had an aggregate available borrowing capacity of $5.8 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2021 was $2.1 billion and the weighted average outstanding balance was $519.9 million. Letters of credit of $11.8 million were outstanding under the Facilities as of December 31, 2021.

The Operating Partnership also has available a 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 will be 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 December 31, 2021, we had $500.0 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 0.22%.  These borrowings have a weighted average maturity date of January 23, 2022 and reduce amounts otherwise available under the Credit Facilities.

On July 9, 2020, the Operating Partnership completed the issuance of the following senior unsecured notes: $500.0 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate of 2.650%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025” Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities.

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On July 10, 2020 the Operating Partnership repaid $1.75 billion under the Credit Facility and $750.0 million under the Supplemental Facility.

On July 22, 2020, the Operating Partnership completed the optional redemption at par of its $500 million 2.50% notes due September 1, 2020.

On August 6, 2020 the Operating Partnership completed the optional redemption at par of its €375 million 2.375% notes due October 2, 2020.

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

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.

On March 19, 2021, the Operating Partnership completed the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033, the proceeds of which were used on March 23, 2021 to repay the remaining $1.25 billion under the Term Facility reducing it to zero.

On August 18, 2021, the Operating Partnership completed the issuance of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375%, and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 15, 2027, and 2032, respectively.

In the third quarter of 2021, the Operating Partnership completed the optional redemption of all of its outstanding $550 million 2.350% notes due on January 30, 2022, $600 million 2.625% notes due on June 15, 2022, and $500 million 2.750% notes due on February 1, 2023. We recorded a $28.6 million loss on extinguishment of debt as a result on the optional redemptions.

On December 14, 2021, the Operating Partnership drew $1.05 billion under the Supplemental Facility, the proceeds of which funded the early extinguishment of nine mortgages with a principal balance of $1.16 billion. We recorded a $20.3 million loss on extinguishment of debt as a result of this transaction.

On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022.

Mortgage Debt

Total consolidated mortgage indebtedness, which is typically secured by the underlying assets and non-recourse to the Operating Partnership, was $5.4 billion and $7.0 billion at December 31, 2021 and 2020, respectively.

Covenants

Our unsecured debt agreements contain financial covenants and other non-financial covenants. 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 December 31, 2021, we were in compliance with all covenants of our unsecured debt.

At December 31, 2021, 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 December 31, 2021, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance could individually

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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.

Summary of Financing

Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2021 and 2020, consisted of the following (dollars in thousands):

			Effective			Effective
	Adjusted Balance		Weighted	Adjusted		Weighted
	as of		Average	Balance as of		Average
Debt Subject to	December 31, 2021		Interest Rate(1)	December 31, 2020		Interest Rate(1)
Fixed Rate	$	23,364,566	2.99%	$	23,477,498	3.50%
Variable Rate		1,956,456	1.22%		3,245,863	1.31%
	$	25,321,022	2.86%	$	26,723,361	2.98%

(1) Effective weighted average interest rate excludes the impact of net discounts and debt issuance costs.

Contractual Obligations and Off-balance Sheet Arrangements

In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of December 31, 2021, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:

	2022		2023-2024		2025-2026		After 2026		Total
Long Term Debt (1) (2)	$	1,898,889	$	4,059,530	$	6,589,689	$	12,861,700	$	25,409,808
Interest Payments (3)		718,712		1,308,849		977,571		3,771,163		6,776,295
Consolidated Capital Expenditure Commitments (3)		236,318		—		—		—		236,318
Lease Commitments (4)		32,838		66,093		66,262		855,079		1,020,272

(1) Represents principal maturities only and, therefore, excludes net discounts and debt issuance costs.

(2) Variable rate interest payments are estimated based on the LIBOR or other applicable rate at December 31, 2021.

(3) Represents contractual commitments for capital projects and services at December 31, 2021. Our share of estimated 2022 development, redevelopment and expansion activity is further discussed below under “Development Activity”.

(4) Represents only the minimum non-cancellable lease period, excluding applicable lease extension and renewal options, unless reasonably certain of exercise.

(5) The amount due in 2022 includes $500.0 million in Global Commercial Paper.

Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 6 of the notes to the consolidated financial statements. Our joint ventures typically fund their cash needs through secured non-recourse debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of December 31, 2021, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $209.9 million. 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. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such fundings are not required contractually or otherwise.

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Hurricane Impacts

As discussed further in Note 10 of the notes to the consolidated financial statements, during the third quarter of 2017, two of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.  

Since the date of the loss, we have received $84.0 million of insurance proceeds from third-party carriers related to the two properties located in Puerto Rico, of which $48.3 million was used for property restoration and remediation and to reduce the insurance recovery receivable.  During the years ended December 31, 2021 and 2020, we recorded $2.1 million and $5.2 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.  

During the third quarter of 2020, one of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna.  We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.0 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.  During the year ended December 31, 2021, we recorded a $3.5 million gain related to property insurance recovery of previously depreciated assets.  This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

During the third quarter of 2020, one of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura.   We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $27.5 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.  During the year ended December 31, 2021, we recorded a $17.5 million gain related to property insurance recovery of previously depreciated assets.  This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.  

Acquisitions and Dispositions

Buy-sell, marketing rights, and other exit mechanisms are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy our partner’s interest. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions. The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc. On February 18, 2021 the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, generating gross proceeds of $345.0 million.  The SPAC is a consolidated VIE which was formed for the purpose of effecting a business combination and is targeting innovative businesses that operate within Simon’s “Live, Work, Play, Stay, Shop” ecosystem.  

On July 1, 2021, we contributed to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures in exchange for additional interests in ABG.  As a result, in the third quarter of 2021, we recognized a non-cash gain of $159.8 million representing the difference between fair value of the interests received and the carrying value of our interests in the licensing ventures, less costs to sell.  On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million.  In connection with this transaction, we recorded taxes of $8.0 million.  Subsequently we acquired additional interests in ABG for tax consideration of $100.0 million.  At December 31, 2021, our noncontrolling interest in ABG was approximately 10.4%.

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

In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. At September 30, 2020, our noncontrolling equity method interests in the operations venture of SPARC Group and in ABG were 50.0% and 6.8%, respectively.

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On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage.

Dispositions.  We may continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.

During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of three consolidated retail properties in satisfaction of their respective $180.0 million, $120.9 million and $100.0 million non-recourse mortgage loans. We also disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million.

During 2020, we disposed of our interest in one consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gain is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.

During 2019, we disposed of our interests in one multi-family residential investment. Our share of the gross proceeds on this transaction was $17.9 million. Our share of the gain of $16.2 million is included in other income in the accompanying consolidated statement of operations and comprehensive income. We also recorded net gains of $62.1 million, primarily related to Klépierre’s disposition of its interests in certain shopping centers, of which our share was $58.6 million, as discussed in Note 6 to the consolidated financial statements.  

Joint Venture Formation Activity

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

On December 29, 2020, we completed the acquisition of an 80% ownership interest in TRG, which has an ownership interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc. common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion.  Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our noncontrolling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through two separate joint ventures, a licensing venture and an operating venture. Our noncontrolling interest in each of the retail operations venture and in the licensing venture is 37.5%. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income.  

Development Activity

We routinely incur costs related to construction for significant redevelopment and expansion projects at our properties. Redevelopment and expansion projects, including the addition of anchors, big box tenants, and restaurants are underway at several properties in North America, Europe, and Asia.

Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion.  Our share of the costs of all new development, redevelopment and expansion projects currently under construction is approximately $944 million.  Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $263 million.  We expect to fund these capital projects with cash flows from operations. We seek a stabilized return on invested capital in the range of 7-10% for all of our new development, expansion and redevelopment projects.

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Summary of Capital Expenditures.  The following table summarizes total capital expenditures on consolidated properties on a cash basis (in millions):

	2021		2020		2019
New Developments	$	96	$	27	$	73
Redevelopments and Expansions		300		399		498
Tenant Allowances		127		53		162
Operational Capital Expenditures		5		5		143
Total	$	528	$	484	$	876

International Development Activity  

We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Our consolidated net income exposure to changes in the volatility of the Euro, Yen, Peso, Won, and other foreign currencies is not material. We expect our share of estimated committed capital for international development projects to be completed with projected delivery in 2022 or 2023 is $172 million, primarily funded through reinvested joint venture cash flow and construction loans.

The following table describes recently completed and new development and expansion projects as well as our share of the estimated total cost as of December 31, 2021 (in millions):

		Gross	Our	Our Share of		Our Share of		Projected/Actual
		Leasable	Ownership	Projected Net Cost		Projected Net Cost		Opening
Property	Location	Area (sqft)	Percentage	(in Local Currency)		(in USD) (1)		Date
New Development Projects:
West Midlands Designer Outlet	Cannock (West Midlands), England	197,000	23%	GBP	31.2	$	42.2	Opened Apr. - 2021
Jeju Premium Outlets	Jeju Province, South Korea	92,000	50%	KRW	12,328	$	10.4	Opened Oct. - 2021
Fukaya-Hanazono Premium Outlets	Fukaya City, Japan	292,500	40%	JPY	6,153	$	53.5	Oct. - 2022
Paris-Giverny Designer Outlet	Vernon (Normandy), France	220,000	74%	EUR	119.5	$	135.6	Jan. - 2023
Expansions:
La Reggia Designer Outlet Phase 3	Marcianise (Naples), Italy	56,000	92%	EUR	18.8	$	21.3	Opened Oct. - 2021

(1) USD equivalent based upon December 31, 2021 foreign currency exchange rates.

Dividends, Distributions and Stock Repurchase Program

Simon paid a common stock dividend of $1.65 per share in the fourth quarter of 2021 and $7.15 per share for the year ended December 31, 2021. The Operating Partnership paid distributions per unit for the same amounts. In 2020, Simon paid dividends of $1.30 and $4.70 per share for the three and twelve month periods ended December 31, 2020, respectively. The Operating Partnership paid distributions per unit for the same amounts. On February 7, 2022, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2022 of $1.65 per share, payable on March 31, 2022 to shareholders of record on March 10, 2022.  The distribution rate on units is equal to the dividend rate on common stock. In order to maintain its status as a REIT, Simon must pay a minimum amount of dividends. Simon’s future dividends and the Operating Partnership’s future distributions will be determined by Simon’s Board of Directors, in its sole discretion, based on actual and projected financial condition, liquidity and results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, financing covenants, if any, and the amount required to maintain Simon’s status as a REIT.

On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019.  On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.  Under the plan, Simon was authorized to repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021 in the open market or in privately negotiated transactions as market conditions warranted.  The Repurchase Program was not extended.  During the year ended

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December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share.  During the year ended December 31, 2019, Simon purchased 2,247,074 shares at an average price of $160.11 per share, of which 46,377 shares at an average price of $164.49 were purchased as part of the previous program.  As Simon repurchased shares under these programs, the Operating Partnership repurchased an equal number of units from Simon.  

Forward-Looking Statements

Certain statements made in this section or elsewhere in this Annual Report on Form 10-K may be deemed "forward–looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward–looking statements are based on reasonable assumptions, we can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward–looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: uncertainties regarding the impact of the COVID-19 pandemic and governmental restrictions intended to prevent its spread on our business, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; the intensely competitive market environment in the retail industry, including e-commerce; an increase in vacant space at our properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; our international activities subjecting us to risks that are different from or greater than those associated with our domestic operations, including changes in foreign exchange rates; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; the impact of our substantial indebtedness on our future operations, including covenants in the governing agreements that impose restrictions on us that may affect our ability to operate freely; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest; the transition of LIBOR to an alternative reference rate; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; environmental liabilities; natural disasters; the availability of comprehensive insurance coverage; the potential for terrorist activities;  security breaches that could compromise our information technology or infrastructure; and the loss of key management personnel; and. We discussed these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of this Annual Report on Form 10-K. We may update that discussion in subsequent other periodic reports, but except as required by law, we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.  

Non-GAAP Financial Measures

Industry practice is to evaluate real estate properties in part based on performance measures such as FFO, diluted FFO per share, NOI, and portfolio NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”) Funds From Operations White Paper – 2018 Restatement.  Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate.  Gains and losses of assets incidental to our main business are included in FFO.  We determine FFO to be our share of consolidated net income computed in accordance with GAAP:

● excluding real estate related depreciation and amortization,

● excluding gains and losses from extraordinary items,

● excluding gains and losses from the sale, disposal or property insurance recoveries of, or any impairment related to, depreciable retail operating properties,

● plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and

● all determined on a consistent basis in accordance with GAAP.

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You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

● do not represent cash flow from operations as defined by GAAP,

● should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and

● are not an alternative to cash flows as a measure of liquidity.

The following schedule reconciles total FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share.

	2021			2020			2019
	(in thousands)
Funds from Operations (A)	$	4,486,964		$	3,236,963		$	4,272,271
Change in FFO from prior period		38.6	%		(24.2)	%		(1.2)	%
Consolidated Net Income	$	2,568,707		$	1,277,324		$	2,423,188
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		1,254,039			1,308,419			1,329,843
Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments (B)		887,390			536,133			551,596
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(206,855)			114,960			(14,883)
Unrealized losses in fair value of equity instruments		3,177			19,632			8,212
Net loss (gain) attributable to noncontrolling interest holders in properties		6,053			4,378			(991)
Noncontrolling interests portion of depreciation and amortization and gain on consolidation of properties		(20,295)			(18,631)			(19,442)
Preferred distributions and dividends		(5,252)			(5,252)			(5,252)
FFO of the Operating Partnership (A)	$	4,486,964		$	3,236,963		$	4,272,271
FFO allocable to limited partners		564,407			424,063			563,342
Dilutive FFO allocable to common stockholders (A)	$	3,922,557		$	2,812,900		$	3,708,929
Diluted net income per share to diluted FFO per share reconciliation:
Diluted net income per share	$	6.84		$	3.59		$	6.81
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments, net of noncontrolling interests portion of depreciation and amortization (B)		5.64			5.14			5.25
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(0.55)			0.32			(0.04)
Unrealized losses in fair value of equity instruments		0.01			0.06			0.02
Diluted FFO per share (A)	$	11.94		$	9.11		$	12.04
Basic and Diluted weighted average shares outstanding		328,587			308,738			307,950
Weighted average limited partnership units outstanding		47,280			46,544			46,774
Basic and Diluted weighted average shares and units outstanding		375,867			355,282			354,724

(A) Includes FFO of the Operating Partnership related to a loss on extinguishment of debt of $116.3 million for the year ended December 31, 2019. Includes Diluted FFO per share/unit related to a loss on extinguishment of debt of $0.33 for the year ended December 31, 2019. Includes Diluted FFO allocable to common stockholders related to a loss on extinguishment of debt of $100.9 million for the year ended December 31, 2019.  

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(B) The twelve months ended December 31, 2021 include amortization of our excess investment in TRG of $201.7 million, which includes $56.6 million of additional amortization expense related to the nine months ended September 30, 2021 as a result of the finalization of purchase accounting.

The following schedule reconciles consolidated net income to our beneficial share of NOI.

	For the Year
	Ended December 31,
	2021			2020
	(in thousands)
Reconciliation of NOI of consolidated entities:
Consolidated Net Income	$	2,568,707		$	1,277,324
Income and other tax expense (benefit)		157,199			(4,637)
Gain on sale or exchange of equity interests		(178,672)
Interest expense		795,712			784,400
Income from unconsolidated entities		(782,837)			(219,870)
Loss on extinguishment of debt		51,841			--
Unrealized losses in fair value of equity instruments		8,095			19,632
(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(206,855)			114,960
Operating Income Before Other Items		2,413,190			1,971,809
Depreciation and amortization		1,262,715			1,318,008
Home and regional office costs		184,660			171,668
General and administrative		30,339			22,572
Other expenses (1)		19,811			--
NOI of consolidated entities	$	3,910,715		$	3,484,057
Less: Noncontrolling interest partners share of NOI		(20,720)			(19,745)
Beneficial NOI of consolidated entities	$	3,889,995		$	3,464,312
Reconciliation of NOI of unconsolidated entities:
Net Income	$	668,061		$	453,816
Interest expense		605,591			616,332
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net		(34,814)			—
Operating Income Before Other Items		1,238,838			1,070,148
Depreciation and amortization		686,790			692,424
Other expenses (1)		26,013			—
NOI of unconsolidated entities	$	1,951,641		$	1,762,572
Less: Joint Venture partners share of NOI		(1,021,839)			(921,147)
Beneficial NOI of unconsolidated entities	$	929,802		$	841,425
Add: NOI from TRG		430,965			—
Add: NOI from Other Platform Investments and Investments		743,213			253,093
Beneficial interest of Combined NOI	$	5,993,975		$	4,558,830
Less: Corporate and Other NOI Sources (2)		172,844			178,009
Less: NOI from Other Platform Investments		533,299			21,507
Less: NOI from Investments (3)		203,223			201,240
Portfolio NOI	$	5,084,609		$	4,158,074
Portfolio NOI Change		22.3	%

(1) Represents the write-off of pre-development costs, our beneficial interest of which was $18.3 million with respect to consolidated entities and $13.0 million with respect to our share of unconsolidated entities, for the year ended December 31, 2021.

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(2) Includes income components excluded from portfolio NOI and domestic property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), unrealized and realized gains/losses on non-real estate related equity instruments, Simon management company revenues, and other assets.

(3) Includes our share of NOI of Klépierre (at constant currency) and other corporate investments.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

Our exposure to market risk due to changes in interest rates primarily relates to our long-term debt obligations. We manage exposure to interest rate market risk through our risk management strategy by a combination of interest rate protection agreements to effectively fix or cap a portion of variable rate debt. We are also exposed to foreign currency risk on financings of certain foreign operations. Our intent is to offset gains and losses that occur on the underlying exposures, with gains and losses on the derivative contracts hedging these exposures. We do not enter into either interest rate protection or foreign currency rate protection agreements for speculative purposes.

We may enter into treasury lock agreements as part of anticipated issuances of senior notes. Upon completion of the debt issuance, the cost of these instruments is recorded as part of accumulated other comprehensive income (loss) and is amortized to interest expense over the life of the debt agreement.

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily SOFR and LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2021, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $9.9 million, and would decrease the fair value of debt by approximately $791.9 million.

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Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited Simon Property Group, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	/s/ Ernst & Young LLP
Indianapolis, Indiana February 24, 2022

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Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Purchase Accounting for the Investment in Taubman Realty Group

Description of the Matter

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

79

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

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

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How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above.   To test the Company’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.
	Evaluation of Investments in Unconsolidated Entities for Impairment
Description of the Matter	At December 31, 2021, the carrying value of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.0 billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income before depreciation and amortization, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of the investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. ​ To test the Company’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed

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the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

	/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Indianapolis, Indiana February 24, 2022

82

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited Simon Property Group, L.P.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

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

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	/s/ Ernst & Young LLP
Indianapolis, Indiana February 24, 2022

83

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Simon Property Group, L.P. (the Partnership) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

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

Basis for Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Purchase Accounting for the Investment in Taubman Realty Group

Description of the Matter

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

84

			but not limited to, forecasted cash flows and operating income before depreciation and amortization, capitalization rates and comparable market values for land.
How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for purchase accounting for the investment in TRG, including controls over management’s review of the assumptions described above. To test the Partnership’s purchase accounting for the investment in TRG, we performed audit procedures that included, among others, assessing the methodologies used in the valuation models, evaluating the assumptions used by management in its allocation of the purchase price to the various components of excess investment, and testing the completeness and accuracy of the underlying data supporting the assumptions. We compared significant assumptions used to external market data to assess whether the assumptions were market supported. We involved our valuation specialists to assist in the assessment of the methodology utilized by the Partnership and to test certain of the assumptions including capitalization rates and the valuation of land. We also compared the forecasted cash flows and operating income before depreciation and amortization used in the valuations to historical actual results and market-supported data, evaluated significant variances, including consideration of the current economic environment, and performed certain sensitivity analyses to evaluate the impact on the purchase accounting allocations.  We also tested the completeness and accuracy of the underlying data included in the valuation models.
	Evaluation of Investment Properties for Impairment
Description of the Matter	At December 31, 2021, the Partnership’s consolidated net investment properties totaled $22.3 billion. In addition, a significant number of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG hold investment properties. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as historical and forecasted cash flows, operating income before depreciation and amortization, estimated capitalization rates, leasing prospects and local market information. Auditing management’s evaluation of investment properties for impairment was complex due to the estimation uncertainty in determining the undiscounted cash flows of an investment property. In particular, the impairment evaluation for investment properties was sensitive to significant assumptions such as forecasted cash flows and operating income before depreciation and amortization, and capitalization rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investment properties for impairment, including controls over management’s review of the significant assumptions described above. To test the Partnership’s evaluation of investment properties for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted cash flows of the related investment property that would result from changes in the assumptions.

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	Evaluation of Investments in Unconsolidated Entities for Impairment
Description of the Matter	At December 31, 2021, the carrying value of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.0 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as historical and forecasted cash flows or operating income before depreciation and amortization, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information. Auditing management’s evaluation of investments in unconsolidated entities for impairment was complex due to the estimation uncertainty in determining the forecasted cash flows, operating income before depreciation and amortization, estimated fair value of the investment and whether any decline in fair value below the related investment’s carrying amount is other-than-temporary. In particular, the impairment evaluation for these investments was sensitive to significant assumptions such as forecasted cash flows, operating income before depreciation and amortization, relevant market multiples, and capitalization and discount rates, all of which can be affected by expectations about future market or economic conditions, demand, and competition.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Partnership’s process for evaluating investments in unconsolidated entities for impairment, including controls over management’s review of the significant assumptions described above. To test the Partnership’s evaluation of investments in unconsolidated entities for impairment, we performed audit procedures that included, among others, assessing the methodologies applied, evaluating the significant assumptions discussed above and testing the completeness and accuracy of data used by management in its analysis. We compared the significant assumptions used by management to current industry and economic trends, relevant market information, and other applicable sources. We also involved a valuation specialist to assist in evaluating certain assumptions. In addition, we compared the forecasted cash flows and operating income before depreciation and amortization to historical actual results and evaluated significant variances, including consideration of the current economic environment. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the cash flows and the fair value of the related investment that would result from changes in the assumptions, and we evaluated whether a decline in fair value below the related investment’s carrying value was other-than-temporary.

	/s/ Ernst & Young LLP
We have served as the Partnership’s auditor since 2002. Indianapolis, Indiana February 24, 2022

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Simon Property Group, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

	December 31,		December 31,
	2021		2020
ASSETS:
Investment properties, at cost	$	37,932,366	$	38,050,196
Less - accumulated depreciation		15,621,127		14,891,937
		22,311,239		23,158,259
Cash and cash equivalents		533,936		1,011,613
Tenant receivables and accrued revenue, net		919,654		1,236,734
Investment in TRG, at equity		3,305,102		3,451,897
Investment in Klépierre, at equity		1,661,943		1,729,690
Investment in other unconsolidated entities, at equity		3,075,375		2,603,571
Right-of-use assets, net		504,119		512,914
Investments held in trust - special purpose acquisition company		345,000		—
Deferred costs and other assets		1,121,011		1,082,168
Total assets	$	33,777,379	$	34,786,846
LIABILITIES:
Mortgages and unsecured indebtedness	$	25,321,022	$	26,723,361
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,433,216		1,311,925
Cash distributions and losses in unconsolidated entities, at equity		1,573,105		1,577,393
Dividend payable		1,468		486,922
Lease liabilities		506,931		515,492
Other liabilities		540,912		513,515
Total liabilities		29,376,654		31,128,608
Commitments and contingencies
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests		547,740		185,892
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		41,763		42,091
Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,907,608 and 342,849,037 issued and outstanding, respectively		34		34
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		—		—
Capital in excess of par value		11,212,990		11,179,688
Accumulated deficit		(5,823,708)		(6,102,314)
Accumulated other comprehensive loss		(185,186)		(188,675)
Common stock held in treasury, at cost, 14,295,983 and 14,355,621 shares, respectively		(1,884,441)		(1,891,352)
Total stockholders’ equity		3,361,452		3,039,472
Noncontrolling interests		491,533		432,874
Total equity		3,852,985		3,472,346
Total liabilities and equity	$	33,777,379	$	34,786,846

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

	For the Year
	Ended December 31,
	2021		2020		2019
REVENUE:
Lease income	$	4,736,719	$	4,302,367	$	5,243,771
Management fees and other revenues		106,483		96,882		112,942
Other income		273,587		208,254		398,476
Total revenue		5,116,789		4,607,503		5,755,189
EXPENSES:
Property operating		415,720		349,154		453,145
Depreciation and amortization		1,262,715		1,318,008		1,340,503
Real estate taxes		458,953		457,142		468,004
Repairs and maintenance		96,391		80,858		100,495
Advertising and promotion		114,303		98,613		150,344
Home and regional office costs		184,660		171,668		190,109
General and administrative		30,339		22,572		34,860
Other		140,518		137,679		104,942
Total operating expenses		2,703,599		2,635,694		2,842,402
OPERATING INCOME BEFORE OTHER ITEMS		2,413,190		1,971,809		2,912,787
Interest expense		(795,712)		(784,400)		(789,353)
Loss on extinguishment of debt		(51,841)		—		(116,256)
Gain on sale or exchange of equity interests (Note 6)		178,672		—		—
Income and other tax (expense) benefit		(157,199)		4,637		(30,054)
Income from unconsolidated entities		782,837		219,870		444,349
Unrealized losses in fair value of equity instruments		(8,095)		(19,632)		(13,168)
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		206,855		(114,960)		14,883
CONSOLIDATED NET INCOME		2,568,707		1,277,324		2,423,188
Net income attributable to noncontrolling interests		319,076		164,760		321,604
Preferred dividends		3,337		3,337		3,337
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	2,246,294	$	1,109,227	$	2,098,247
BASIC AND DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	6.84	$	3.59	$	6.81
Consolidated Net Income	$	2,568,707	$	1,277,324	$	2,423,188
Unrealized gain (loss) on derivative hedge agreements		51,114		(106,548)		(4,066)
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings		(7,285)		(106)		13,634
Currency translation adjustments		(38,772)		27,288		(1,850)
Changes in available-for-sale securities and other		(1,014)		180		718
Comprehensive income		2,572,750		1,198,138		2,431,624
Comprehensive income attributable to noncontrolling interests		319,629		155,646		322,627
Comprehensive income attributable to common stockholders	$	2,253,121	$	1,042,492	$	2,108,997

The accompanying notes are an integral part of these statements.

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Simon Property Group, Inc.

Consolidated Statements of Cash Flows

(Dollars in thousands)

	For the Year
	Ended December 31,
	2021		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$	2,568,707	$	1,277,324	$	2,423,188
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization		1,325,895		1,354,991		1,394,172
Loss on debt extinguishment		51,841		—		116,256
(Gain) loss upon acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities, and impairment, net		(206,855)		114,960		(14,883)
Gain on sale or exchange of equity interests		(178,672)		—		—
Unrealized losses in fair value of equity instruments		8,095		19,632		8,212
Straight-line lease loss (income)		22,619		19,950		(67,139)
Equity in income of unconsolidated entities		(782,837)		(219,870)		(444,349)
Distributions of income from unconsolidated entities		436,881		184,733		428,769
Changes in assets and liabilities
Tenant receivables and accrued revenue, net		265,352		(415,911)		(157)
Deferred costs and other assets		(77,592)		(28,191)		(49,338)
Accounts payable, accrued expenses, intangibles, deferred revenues and other		203,968		19,080		13,100
Net cash provided by operating activities		3,637,402		2,326,698		3,807,831
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(257,080)		(3,606,694)		(12,800)
Funding of loans to related parties		(15,848)		(8,236)		—
Repayments of loans to related parties		14,027		—		7,641
Capital expenditures, net		(527,935)		(484,119)		(876,011)
Cash impact from the consolidation of properties		5,595		—		1,045
Net proceeds from sale of assets		3,000		33,418		6,776
Investments in unconsolidated entities		(56,901)		(191,368)		(63,789)
Purchase of equity instruments		(33,605)		(32,955)		(374,231)
Proceeds from sales of equity instruments		65,504		30,000		—
Insurance proceeds for property restoration		7,200		31,198		5,662
Distributions of capital from unconsolidated entities and other		243,279		250,358		229,000
Net cash used in investing activities		(552,764)		(3,978,398)		(1,076,707)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and other, net of transaction costs		(328)		1,556,148		(328)
Purchase of shares related to stock grant recipients' tax withholdings		(2,318)		(854)		(2,955)
Redemption of limited partner units		(2,220)		(16,106)		(6,846)
Purchase of treasury stock		—		(152,589)		(359,773)
Proceeds from the special purpose acquisition company IPO, net of transaction costs		338,121		—		—
Establishment of trust account for special purpose acquisition company		(345,000)		—		—
Distributions to noncontrolling interest holders in properties		(5,024)		(8,271)		(41,549)
Contributions from noncontrolling interest holders in properties		20,902		220		139
Preferred distributions of the Operating Partnership		(1,915)		(1,915)		(1,915)
Distributions to stockholders and preferred dividends		(2,351,764)		(1,443,183)		(2,558,944)
Distributions to limited partners		(337,021)		(219,095)		(388,542)
Cash paid to extinguish debt		(50,156)		—		(99,975)
Proceeds from issuance of debt, net of transaction costs		9,251,217		15,234,860		13,312,301
Repayments of debt		(10,076,809)		(12,955,275)		(12,427,699)
Net cash (used in) provided by financing activities		(3,562,315)		1,993,940		(2,576,086)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(477,677)		342,240		155,038
CASH AND CASH EQUIVALENTS, beginning of period		1,011,613		669,373		514,335
CASH AND CASH EQUIVALENTS, end of period	$	533,936	$	1,011,613	$	669,373

The accompanying notes are an integral part of these statements.

89

Simon Property Group, Inc.

Consolidated Statements of Equity

(Dollars in thousands)

					Accumulated Other
					Comprehensive		Capital in				Common Stock
	Preferred		Common		Income		Excess of Par		Accumulated		Held in		Noncontrolling		Total
	Stock		Stock		(Loss)		Value		Deficit		Treasury		Interests		Equity
Balance at December 31, 2018	$	42,748	$	32	$	(126,017)	$	9,700,418	$	(4,893,069)	$	(1,427,431)	$	500,275	$	3,796,956
Exchange of limited partner units (24,000 common shares, Note 8)								253						(253)		—
Series J preferred stock premium amortization		(328)														(328)
Stock incentive program (90,902 common shares, net)								(16,589)				16,589				—
Redemption of limited partner units (43,255 units)								(6,453)						(393)		(6,846)
Amortization of stock incentive								12,604								12,604
Treasury stock purchase (2,247,074 shares)												(359,773)				(359,773)
Long-term incentive performance units														20,749		20,749
Issuance of unit equivalents and other (16,336 common shares repurchased)								19		(29,523)		(2,956)		139		(32,321)
Unrealized gain on hedging activities						(3,553)								(513)		(4,066)
Currency translation adjustments						(1,489)								(361)		(1,850)
Changes in available-for-sale securities and other						623								95		718
Net loss reclassified from accumulated other comprehensive loss into earnings						11,832								1,802		13,634
Other comprehensive income						7,413								1,023		8,436
Adjustment to limited partners' interest from change in ownership in the Operating Partnership								65,821						(65,821)		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(2,558,944)				(388,541)		(2,947,485)
Distribution to other noncontrolling interest partners														(2,446)		(2,446)
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $431 loss attributable to noncontrolling redeemable interests in properties										2,101,584				320,120		2,421,704
Balance at December 31, 2019	$	42,420	$	32	$	(118,604)	$	9,756,073	$	(5,379,952)	$	(1,773,571)	$	384,852	$	2,911,250
Exchange of limited partner units (293,204 common shares, Note 8)								2,028						(2,028)		—
Issuance of limited partner units (955,705 units)														79,601		79,601
Public offering of common stock (22,137,500 common shares)				2				1,556,477						—		1,556,479
Series J preferred stock premium amortization		(329)														(329)
Stock incentive program (462,967 common shares, net)								(35,662)				35,662				—
Redemption of limited partner units (116,658 units)								(15,163)						(943)		(16,106)
Amortization of stock incentive								11,660								11,660
Treasury stock purchase (1,245,654 shares)												(152,590)				(152,590)
Long-term incentive performance units														2,331		2,331
Issuance of unit equivalents and other (15,561 common shares repurchased)								30		34,894		(853)		(3,582)		30,489
Unrealized loss on hedging activities						(92,834)								(13,714)		(106,548)
Currency translation adjustments						22,694								4,594		27,288
Changes in available-for-sale securities and other						162								18		180
Net gain reclassified from accumulated other comprehensive loss into earnings						(93)								(13)		(106)
Other comprehensive income						(70,071)								(9,115)		(79,186)
Adjustment to limited partners' interest from change in ownership in the Operating Partnership								(95,755)						95,755		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(1,869,820)				(279,379)		(2,149,199)
Distribution to other noncontrolling interest partners														(3,507)		(3,507)
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $6,044 loss attributable to noncontrolling redeemable interests in properties										1,112,564				168,889		1,281,453
Balance at December 31, 2020	$	42,091	$	34	$	(188,675)	$	11,179,688	$	(6,102,314)	$	(1,891,352)	$	432,874	$	3,472,346

90

					Accumulated Other
					Comprehensive		Capital in				Common Stock
	Preferred		Common		Income		Excess of Par		Accumulated		Held in		Noncontrolling		Total
	Stock		Stock		(Loss)		Value		Deficit		Treasury		Interests		Equity
Exchange of limited partner units (58,571 common shares, Note 8)								539						(539)		—
Series J preferred stock premium amortization		(328)														(328)
Stock incentive program (80,012 common shares, net)								(9,229)				9,229				—
Redemption of limited partner units (15,705 units)								(2,061)						(159)		(2,220)
Amortization of stock incentive								19,673								19,673
Long-term incentive performance units														17,755		17,755
Issuance of unit equivalents and other (20,374 common shares repurchased)								5,760		(44,319)		(2,318)		18,494		(22,383)
Unrealized gain on hedging activities						44,676								6,438		51,114
Currency translation adjustments						(33,932)								(4,840)		(38,772)
Changes in available-for-sale securities and other						(886)								(128)		(1,014)
Net gain reclassified from accumulated other comprehensive loss into earnings						(6,369)								(916)		(7,285)
Other comprehensive income						3,489								554		4,043
Adjustment to limited partners' interest from change in ownership in the Operating Partnership								18,620						(18,620)		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(1,926,706)				(276,698)		(2,203,404)
Distribution to other noncontrolling interest partners														(2,708)		(2,708)
Net income, excluding $1,915 attributable to preferred interests in the Operating Partnership and a $3,419 loss attributable to noncontrolling redeemable interests in properties										2,249,631				320,580		2,570,211
Balance at December 31, 2021	$	41,763	$	34	$	(185,186)	$	11,212,990	$	(5,823,708)	$	(1,884,441)	$	491,533	$	3,852,985

The accompanying notes are an integral part of these statements.

91

Simon Property Group, L.P.

Consolidated Balance Sheets

(Dollars in thousands, except unit amounts)

	December 31,		December 31,
	2021		2020
ASSETS:
Investment properties, at cost	$	37,932,366	$	38,050,196
Less — accumulated depreciation		15,621,127		14,891,937
		22,311,239		23,158,259
Cash and cash equivalents		533,936		1,011,613
Tenant receivables and accrued revenue, net		919,654		1,236,734
Investment in TRG, at equity		3,305,102		3,451,897
Investment in Klépierre, at equity		1,661,943		1,729,690
Investment in other unconsolidated entities, at equity		3,075,375		2,603,571
Right-of-use assets, net		504,119		512,914
Investments held in trust - special purpose acquisition company		345,000		—
Deferred costs and other assets		1,121,011		1,082,168
Total assets	$	33,777,379	$	34,786,846
LIABILITIES:
Mortgages and unsecured indebtedness	$	25,321,022	$	26,723,361
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,433,216		1,311,925
Cash distributions and losses in unconsolidated entities, at equity		1,573,105		1,577,393
Distribution payable		1,468		486,922
Lease liabilities		506,931		515,492
Other liabilities		540,912		513,515
Total liabilities		29,376,654		31,128,608
Commitments and contingencies
Preferred units, various series, at liquidation value, and noncontrolling redeemable interests		547,740		185,892
EQUITY:
Partners’ Equity
Preferred units, 796,948 units outstanding. Liquidation value of $39,847		41,763		42,091
General Partner, 328,619,625 and 328,501,416 units outstanding, respectively		3,319,689		2,997,381
Limited Partners, 47,247,936 and 47,322,212 units outstanding, respectively		477,292		431,784
Total partners’ equity		3,838,744		3,471,256
Nonredeemable noncontrolling interests in properties, net		14,241		1,090
Total equity		3,852,985		3,472,346
Total liabilities and equity	$	33,777,379	$	34,786,846

The accompanying notes are an integral part of these statements.

92

Simon Property Group, L.P.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per unit amounts)

	For the Year
	Ended December 31,
	2021		2020		2019
REVENUE:
Lease income	$	4,736,719	$	4,302,367	$	5,243,771
Management fees and other revenues		106,483		96,882		112,942
Other income		273,587		208,254		398,476
Total revenue		5,116,789		4,607,503		5,755,189
EXPENSES:
Property operating		415,720		349,154		453,145
Depreciation and amortization		1,262,715		1,318,008		1,340,503
Real estate taxes		458,953		457,142		468,004
Repairs and maintenance		96,391		80,858		100,495
Advertising and promotion		114,303		98,613		150,344
Home and regional office costs		184,660		171,668		190,109
General and administrative		30,339		22,572		34,860
Other		140,518		137,679		104,942
Total operating expenses		2,703,599		2,635,694		2,842,402
OPERATING INCOME BEFORE OTHER ITEMS		2,413,190		1,971,809		2,912,787
Interest expense		(795,712)		(784,400)		(789,353)
Loss on extinguishment of debt		(51,841)		—		(116,256)
Gain on sale or exchange of equity interests (Note 6)		178,672		—		—
Income and other tax (expense) benefit		(157,199)		4,637		(30,054)
Income from unconsolidated entities		782,837		219,870		444,349
Unrealized losses in fair value of equity instruments		(8,095)		(19,632)		(13,168)
Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		206,855		(114,960)		14,883
CONSOLIDATED NET INCOME		2,568,707		1,277,324		2,423,188
Net (loss) income attributable to noncontrolling interests		(6,053)		(4,378)		991
Preferred unit requirements		5,252		5,252		5,252
NET INCOME ATTRIBUTABLE TO UNITHOLDERS	$	2,569,508	$	1,276,450	$	2,416,945
NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:
General Partner	$	2,246,294	$	1,109,227	$	2,098,247
Limited Partners		323,214		167,223		318,698
Net income attributable to unitholders	$	2,569,508	$	1,276,450	$	2,416,945
BASIC AND DILUTED EARNINGS PER UNIT:
Net income attributable to unitholders	$	6.84	$	3.59	$	6.81
Consolidated Net Income	$	2,568,707	$	1,277,324	$	2,423,188
Unrealized gain (loss) on derivative hedge agreements		51,114		(106,548)		(4,066)
Net (gain) loss reclassified from accumulated other comprehensive loss into earnings		(7,285)		(106)		13,634
Currency translation adjustments		(38,772)		27,288		(1,850)
Changes in available-for-sale securities and other		(1,014)		180		718
Comprehensive income		2,572,750		1,198,138		2,431,624
Comprehensive income attributable to noncontrolling interests		(2,634)		1,666		1,422
Comprehensive income attributable to unitholders	$	2,575,384	$	1,196,472	$	2,430,202

The accompanying notes are an integral part of these statements.

93

Simon Property Group, L.P.

Consolidated Statements of Cash Flows

(Dollars in thousands)

	For the Year
	Ended December 31,
	2021		2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$	2,568,707	$	1,277,324	$	2,423,188
Adjustments to reconcile consolidated net income to net cash provided by operating activities
Depreciation and amortization		1,325,895		1,354,991		1,394,172
Loss on debt extinguishment		51,841		—		116,256
(Gain) loss on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities, and impairment, net		(206,855)		114,960		(14,883)
Gain on sale or exchange of equity interests		(178,672)		—		—
Unrealized losses in fair value of equity instruments		8,095		19,632		8,212
Straight-line lease loss (income)		22,619		19,950		(67,139)
Equity in income of unconsolidated entities		(782,837)		(219,870)		(444,349)
Distributions of income from unconsolidated entities		436,881		184,733		428,769
Changes in assets and liabilities
Tenant receivables and accrued revenue, net		265,352		(415,911)		(157)
Deferred costs and other assets		(77,592)		(28,191)		(49,338)
Accounts payable, accrued expenses, intangibles, deferred revenues and other		203,968		19,080		13,100
Net cash provided by operating activities		3,637,402		2,326,698		3,807,831
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(257,080)		(3,606,694)		(12,800)
Funding of loans to related parties		(15,848)		(8,236)		—
Repayments of loans to related parties		14,027		—		7,641
Capital expenditures, net		(527,935)		(484,119)		(876,011)
Cash impact from the consolidation of properties		5,595		—		1,045
Net proceeds from sale of assets		3,000		33,418		6,776
Investments in unconsolidated entities		(56,901)		(191,368)		(63,789)
Purchase of equity instruments		(33,605)		(32,955)		(374,231)
Proceeds from sale of equity instruments		65,504		30,000		—
Insurance proceeds for property restoration		7,200		31,198		5,662
Distributions of capital from unconsolidated entities and other		243,279		250,358		229,000
Net cash used in investing activities		(552,764)		(3,978,398)		(1,076,707)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of units and other		(328)		1,556,148		(328)
Purchase of units related to stock grant recipients' tax withholdings		(2,318)		(854)		(2,955)
Redemption of limited partner units		(2,220)		(16,106)		(6,846)
Purchase of general partner units		—		(152,589)		(359,773)
Proceeds from the special purpose acquisition company IPO, net of transaction costs		338,121		—		—
Establishment of trust account for special purpose acquisition company		(345,000)		—		—
Distributions to noncontrolling interest holders in properties		(5,024)		(8,271)		(41,549)
Contributions from noncontrolling interest holders in properties		20,902		220		139
Partnership distributions		(2,690,700)		(1,664,193)		(2,949,401)
Cash paid to extinguish debt		(50,156)		—		(99,975)
Mortgage and unsecured indebtedness proceeds, net of transaction costs		9,251,217		15,234,860		13,312,301
Mortgage and unsecured indebtedness principal payments		(10,076,809)		(12,955,275)		(12,427,699)
Net cash (used in) provided by financing activities		(3,562,315)		1,993,940		(2,576,086)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(477,677)		342,240		155,038
CASH AND CASH EQUIVALENTS, beginning of period		1,011,613		669,373		514,335
CASH AND CASH EQUIVALENTS, end of period	$	533,936	$	1,011,613	$	669,373

The accompanying notes are an integral part of these statements.

94

Simon Property Group, L.P.

Consolidated Statements of Equity

(Dollars in thousands)

	Preferred		Simon (Managing		Limited		Noncontrolling		Total
	Units		General Partner)		Partners		Interests		Equity
Balance at December 31, 2018	$	42,748	$	3,253,933	$	492,877	$	7,398	$	3,796,956
Series J preferred stock premium and amortization		(328)								(328)
Limited partner units exchanged to common units (24,000 units)				253		(253)				—
Stock incentive program (90,902 common units, net)				—						—
Amortization of stock incentive				12,604						12,604
Redemption of limited partner units (43,255 units)				(6,453)		(393)				(6,846)
Treasury unit purchase (2,247,074 units)				(359,773)						(359,773)
Long-term incentive performance units						20,749				20,749
Issuance of unit equivalents and other (16,336 common units)				(32,460)				139		(32,321)
Unrealized loss on hedging activities				(3,553)		(513)				(4,066)
Currency translation adjustments				(1,489)		(361)				(1,850)
Changes in available-for-sale securities and other				623		95				718
Net loss reclassified from accumulated other comprehensive loss into earnings				11,832		1,802				13,634
Other comprehensive income				7,413		1,023				8,436
Adjustment to limited partners' interest from change in ownership in the Operating Partnership				65,821		(65,821)				—
Distributions, excluding distributions on preferred interests classified as temporary equity		(3,337)		(2,555,607)		(388,541)		(2,446)		(2,949,931)
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $431 loss attributable to noncontrolling redeemable interests in properties		3,337		2,098,247		318,698		1,422		2,421,704
Balance at December 31, 2019	$	42,420	$	2,483,978	$	378,339	$	6,513	$	2,911,250
Issuance of limited partner units (955,705 units)						79,601				79,601
Series J preferred stock premium and amortization		(329)								(329)
Limited partner units exchanged to common units (293,204 units)				2,028		(2,028)				—
Issuance of units related to Simon's public offering of its common stock (22,137,500 units)				1,556,479						1,556,479
Stock incentive program (462,967 common units, net)				—						—
Amortization of stock incentive				11,660						11,660
Redemption of limited partner units (116,658 units)				(15,163)		(943)				(16,106)
Treasury unit purchase (1,245,654 units)				(152,590)						(152,590)
Long-term incentive performance units						2,331				2,331
Issuance of unit equivalents and other (36,252 units and 15,561 common units)				34,071				(3,582)		30,489
Unrealized loss on hedging activities				(92,834)		(13,714)				(106,548)
Currency translation adjustments				22,694		4,594				27,288
Changes in available-for-sale securities and other				162		18				180
Net gain reclassified from accumulated other comprehensive loss into earnings				(93)		(13)				(106)
Other comprehensive income				(70,071)		(9,115)				(79,186)
Adjustment to limited partners' interest from change in ownership in the Operating Partnership				(95,755)		95,755				—
Distributions, excluding distributions on preferred interests classified as temporary equity		(3,337)		(1,866,483)		(279,379)		(3,507)		(2,152,706)
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $6,044 loss attributable to noncontrolling redeemable interests in properties		3,337		1,109,227		167,223		1,666		1,281,453
Balance at December 31, 2020	$	42,091	$	2,997,381	$	431,784	$	1,090	$	3,472,346

95

	Preferred		Simon (Managing		Limited		Noncontrolling		Total
	Units		General Partner)		Partners		Interests		Equity
Series J preferred stock premium and amortization		(328)								(328)
Limited partner units exchanged to common units (58,571 units)				539		(539)				—
Stock incentive program (80,012 common units, net)				—						—
Amortization of stock incentive				19,673						19,673
Redemption of limited partner units (15,705 units)				(2,061)		(159)				(2,220)
Long-term incentive performance units						17,755				17,755
Issuance of unit equivalents and other (20,374 common units)				(40,877)		1		18,493		(22,383)
Unrealized gain on hedging activities				44,676		6,438				51,114
Currency translation adjustments				(33,932)		(4,840)				(38,772)
Changes in available-for-sale securities and other				(886)		(128)				(1,014)
Net gain reclassified from accumulated other comprehensive loss into earnings				(6,369)		(916)				(7,285)
Other comprehensive income				3,489		554				4,043
Adjustment to limited partners' interest from change in ownership in the Operating Partnership				18,620		(18,620)				—
Distributions, excluding distributions on preferred interests classified as temporary equity		(3,337)		(1,923,369)		(276,698)		(2,708)		(2,206,112)
Net income, excluding preferred distributions on temporary equity preferred units of $1,915 and a $3,419 loss attributable to noncontrolling redeemable interests in properties		3,337		2,246,294		323,214		(2,634)		2,570,211
Balance at December 31, 2021	$	41,763	$	3,319,689	$	477,292	$	14,241	$	3,852,985

The accompanying notes are an integral part of these statements.

96

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as 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. 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 notes to consolidated financial statements apply to both Simon and the Operating Partnership. According to the Operating Partnership's partnership agreement, the Operating Partnership is required to pay all expenses of Simon.

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 December 31, 2021, we owned or held an interest in 199 income-producing properties in the United States, which consisted of 95 malls, 69 Premium Outlets, 14 Mills, 6 lifestyle centers, and 15 other retail properties in 37 states and Puerto Rico. We also own an 80% noncontrolling interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Internationally, as of December 31, 2021, we had ownership interests in 33 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2021, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 14 countries in Europe.

We generate the majority of our lease income from retail, dining, entertainment and other tenants including consideration received from:

● Fixed minimum lease consideration and fixed common area maintenance (CAM) reimbursements and,

● Variable lease consideration primarily based on tenants’ sales, as well as reimbursements for real estate taxes, utilities, marketing, and certain other items.

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We also grow by generating supplemental revenues from the following activities:

● establishing our properties as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

● offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

● selling or leasing land adjacent to our properties, commonly referred to as “outlots” or “outparcels,” and

● generating interest income on cash deposits and investments in loans, including those made to related entities.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

2. Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the accounts of all controlled subsidiaries, and all significant intercompany amounts have been eliminated.

We consolidate properties that are wholly-owned or properties where we own less than 100% but we control. 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 the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2021 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.

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 December 31, 2021, we consolidated 131 wholly-owned properties and 17 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 84 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company) and The Taubman Realty Group, LLC, or TRG, as well as our investments in certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing ventures, such as Authentic Brands Group, LLC, or ABG, and Eddie Bauer Ipco; and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments).  We manage the day-to-day operations of 53 of the 84 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, Canada, Spain, Thailand, and the United Kingdom comprise 23 of the remaining 31 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 us 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.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Our weighted average ownership interest in the Operating Partnership was as follows:

	For the Year Ended
	December 31,
	2021		2020		2019
Weighted average ownership interest	87.4	%	86.9	%	86.8	%

As of December 31, 2021 and 2020, our ownership interest in the Operating Partnership was 87.4%. We adjust the noncontrolling limited partners’ interest 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. Summary of Significant Accounting Policies

Investment Properties

Investment properties consist of the following as of December 31:

	2021		2020
Land	$	3,639,353	$	3,700,023
Buildings and improvements		33,857,863		33,908,615
Total land, buildings and improvements		37,497,216		37,608,638
Furniture, fixtures and equipment		435,150		441,558
Investment properties at cost		37,932,366		38,050,196
Less — accumulated depreciation		15,621,127		14,891,937
Investment properties at cost, net	$	22,311,239	$	23,158,259
Construction in progress included above	$	797,519	$	773,061

We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. The amount of interest capitalized during each year is as follows:

	For the Year Ended
	December 31,
	2021		2020		2019
Capitalized interest	$	31,204	$	22,917	$	33,342

We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years.

We review investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances which indicate that the carrying value of investment properties may not be recoverable. These

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

circumstances include, but are not limited to, declines in a property’s operational performance, such as declining cash flows, occupancy or total sales per square foot, the Company’s intent and ability to hold the related asset, and, if applicable, the remaining time to maturity of underlying financing arrangements. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization during the anticipated holding period plus its residual value, and, if applicable, on a probability weighted basis, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over our estimate of fair value.

We also review our investments, including investments in unconsolidated entities, to identify and evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine the fair value of the investment is less than its carrying value and such impairment is other-than-temporary. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization.

We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income before depreciation and amortization, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information, expected probabilities of outcomes, if applicable, and whether an impairment is other-than-temporary. Changes in economic and operating conditions including, changes in the financial condition of our tenants and changes to our intent and ability to hold the related asset, that occur subsequent to our review of recoverability of investment property and other investments could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.  

During the fourth quarter of 2020, we recorded an impairment charge of $34.4 million related to 1 consolidated property, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.  During the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in 3 joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income.  

Purchase Accounting

We allocate the purchase price of asset acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the relative fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate:

● the relative fair value of land and related improvements and buildings on an as-if-vacant basis,

● the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into lease income,

● the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and

● the value of lease income and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant.

The relative fair value of buildings is depreciated over the estimated remaining life of the acquired building or related improvements. We amortize tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Cash and Cash Equivalents

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. See Notes 4 and 8 for disclosures about non-cash investing and financing transactions.

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 December 31, 2021 and 2020, we had equity instruments with readily determinable fair values of $142.2 million and $41.9 million, respectively. Changes in the fair value of these equity instruments are recorded in unrealized losses in fair value of equity instruments in our consolidated statements of operations and comprehensive income. At December 31, 2021 and 2020, we had equity instruments without readily determinable fair values of $217.2 million and $309.3 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 years ended December 31, 2021 and 2020.

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 December 31, 2021 and 2020, we held debt securities of $60.9 million and $40.5 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 0 investments for which fair value is measured on a recurring basis using Level 3 inputs.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

The equity instruments with readily determinable fair values we held at December 31, 2021 and 2020 were primarily classified as having Level 1 and Level 2 fair value inputs. In addition, we had derivative instruments which were classified as having Level 2 inputs, which consist primarily of foreign currency forward contracts and interest rate swap agreements with a gross asset balance of $6.2 million at December 31, 2021 and an insignificant gross asset balance at December 31, 2020, and a gross liability balance of $1.5 million and $44.6 million at December 31, 2021 and 2020, respectively.

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.

Gains or losses on Issuances of Stock by Equity Method Investees

When one of our equity method investees issues additional shares to third parties, our percentage ownership interest in the investee may decrease. In the event the issuance price per share is higher or lower than our average carrying amount per share, we recognize a noncash gain or loss on the issuance, when appropriate. This noncash gain or loss is recognized in our net income in the period the change of ownership interest occurs.

Use of Estimates

We prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates.

Segment and Geographic Locations

Our primary business is the ownership, development, and management of premier shopping, dining, entertainment and mixed use real estate. We have aggregated our retail operations, including malls, Premium Outlets, The Mills, and our international investments into 1 reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same, tenants.  As of December 31, 2021, approximately 7.1% of our consolidated long-lived assets and 3.0% of our consolidated total revenues were derived from assets located outside the United States.  As of December 31, 2020, approximately 6.9% of our consolidated long-lived assets and 2.4% of our consolidated total revenues were derived from assets located outside the United States.

Deferred Costs and Other Assets

Deferred costs and other assets include the following as of December 31:

	2021		2020
Deferred lease costs, net	$	109,155	$	169,651
In-place lease intangibles, net		14,107		3,905
Acquired above market lease intangibles, net		19,171		31,053
Marketable securities of our captive insurance companies		60,855		40,496
Goodwill		20,098		20,098
Other marketable and non-marketable securities		359,459		351,176
Prepaids, notes receivable and other assets, net		538,166		465,789
	$	1,121,011	$	1,082,168

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Deferred Lease Costs

Our deferred leasing costs consist primarily of initial direct costs and, prior to the adoption of ASC 842, capitalized salaries and related benefits, in connection with lease originations. We record amortization of deferred leasing costs on a straight-line basis over the terms of the related leases. Details of these deferred costs as of December 31 are as follows:

	2021		2020
Deferred lease costs	$	358,287	$	407,288
Accumulated amortization		(249,132)		(237,637)
Deferred lease costs, net	$	109,155	$	169,651

Amortization of deferred leasing costs is a component of depreciation and amortization expense. The accompanying consolidated statements of operations and comprehensive income include amortization of deferred leasing costs as follows:

	For the Year Ended December 31,
	2021		2020		2019
Amortization of deferred leasing costs	$	43,028	$	51,349	$	57,201

Intangibles

The average remaining life of in-place lease intangibles is approximately 2.8 years and is being amortized on a straight-line basis and is included with depreciation and amortization in the consolidated statements of operations and comprehensive income. The fair market value of above and below market leases is amortized into lease income over the remaining lease life as a component of reported lease income. The weighted average remaining life of these intangibles is approximately 2.6 years. The unamortized amount of below market leases is included in accounts payable, accrued expenses, intangibles and deferred revenues in the consolidated balance sheets and was $21.6 million and $28.7 million as of December 31, 2021 and 2020, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2021, 2020, and 2019, was $2.7 million, $1.3 million and $1.9 million, respectively. If a lease is terminated prior to the original lease termination, any remaining unamortized intangible is written off to earnings.

Details of intangible assets as of December 31 are as follows:

	2021		2020
In-place lease intangibles	$	115,550	$	173,094
Accumulated amortization		(101,443)		(169,189)
In-place lease intangibles, net	$	14,107	$	3,905
	2021		2020
Acquired above market lease intangibles	$	133,224	$	186,620
Accumulated amortization		(114,053)		(155,567)
Acquired above market lease intangibles, net	$	19,171	$	31,053

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Estimated future amortization and the increasing (decreasing) effect on lease income for our above and below market leases as of December 31, 2021 are as follows:

	Below		Above		Impact to
	Market		Market		Lease
	Leases		Leases		Income, Net
2022	$	5,957	$	(7,877)	$	(1,920)
2023		4,470		(5,511)		(1,041)
2024		3,510		(3,733)		(223)
2025		2,374		(1,564)		810
2026		1,581		(459)		1,122
Thereafter		3,721		(27)		3,694
	$	21,613	$	(19,171)	$	2,442

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 0 credit-risk-related hedging or derivative activities.

As of December 31, 2021, 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	2	$	375.0 million

The carrying value of our interest rate swap agreements, at fair value, as of December 31, 2021 was a net asset balance of $0.6 million and is included in deferred costs and other assets. We had 0 outstanding interest rate derivatives as of December 31, 2020. We generally do not apply hedge accounting to interest rate caps, which had an insignificant value as of December 31, 2021 and 2020, respectively.

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 is recorded as part of accumulated other comprehensive income (loss) and 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 was $6.9 million and $8.7 million as of December 31, 2021 and 2020, respectively. Within the next year, we expect to reclassify to earnings approximately $1.0 million of gains related to terminated interest rate swaps from the current balance held in accumulated other comprehensive income (loss).

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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 exposers, with gains and losses on the derivative contracts hedging these exposers. 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 December 31, 2021 and 2020 (in millions):

			Asset (Liability) Value as of
			December 31,		December 31,
Notional Value		Maturity Date	2021		2020
€	100.0	March 24, 2021		—		(3.9)
€	100.0	March 24, 2021		—		(3.8)
€	50.0	March 24, 2021		—		(2.3)
€	50.0	March 24, 2021		—		(2.2)
€	50.0	May 14, 2021		—		(2.2)
€	50.0	May 14, 2021		—		(2.2)
€	41.0	May 14, 2021		—		(1.9)
€	20.0	May 14, 2021		—		(1.7)
€	50.0	May 14, 2021		—		(2.1)
€	50.0	May 14, 2021		—		(6.4)
€	30.0	May 14, 2021		—		(2.6)
€	60.0	December 20, 2021		—		(4.2)
€	60.0	December 20, 2021		—		(4.1)
€	30.0	December 20, 2021		—		(2.2)
€	50.0	July 15, 2021		—		(0.1)
€	50.0	July 15, 2021		—		(0.1)
€	50.0	July 15, 2021		—		(0.1)
€	61.0	September 17, 2021		—		(1.3)
€	61.0	September 17, 2021		—		(1.2)
€	60.0	March 15, 2022		2.8		—
€	62.0	September 15, 2022		2.8		—
€	44.5	September 15, 2022		(0.3)		—
€	44.5	September 15, 2022		(0.4)		—
€	89.0	December 16, 2022		(0.8)		—

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.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We have designated the currency forward contracts and cross-currency swaps as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). Changes in the value of these forward contracts are offset by changes in the underlying hedged Euro or Yen-denominated joint venture investment.

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 ($10.0) million and ($53.2) million as of December 31, 2021 and 2020, respectively. The total accumulated other comprehensive income (loss) related to the Operating Partnership’s derivative activities, including our share of the other comprehensive income (loss) from unconsolidated entities, was ($11.4) million and ($60.9) million as of December 31, 2021 and 2020, respectively.

Noncontrolling Interests

Simon

Details of the carrying amount of our noncontrolling interests are as follows as of December 31:

	2021		2020
Limited partners’ interests in the Operating Partnership	$	477,292	$	431,784
Nonredeemable noncontrolling interests in properties, net		14,241		1,090
Total noncontrolling interests reflected in equity	$	491,533	$	432,874

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.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Accumulated Other Comprehensive Income (Loss)

Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($175.1) million, ($136.2) million and ($160.4) million as of December 31, 2021, 2020 and 2019, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

	2021		2020		2019		Affected line item where net income is presented
Currency translation adjustments	$	5,660	$	(1,739)	$	—	Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
		(712)		219		—	Net income attributable to noncontrolling interests
	$	4,948	$	(1,520)		—
Accumulated derivative gains (losses), net	$	1,625	$	1,845	$	(2,782)	Interest expense
		—		—		(10,852)	Loss on extinguishment of debt
		(204)		(232)		1,802	Net income attributable to noncontrolling interests
	$	1,421	$	1,613	$	(11,832)

The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($200.2) million, ($155.8) million and ($184.8) million as of December 31, 2021, 2020 and 2019, respectively.

The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of December 31:

	2021		2020		2019		Affected line item where net income is presented
Currency translation adjustments	$	5,660	$	(1,739)	$	—	Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net
Accumulated derivative gains (losses), net	$	1,625	$	1,845	$	(2,782)	Interest expense
		—		—		(10,852)	Loss on extinguishment of debt
	$	1,625	$	1,845	$	(13,634)

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Revenue Recognition

We, as a lessor, retain substantially all of the risks and benefits of ownership of the investment properties and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Substantially all of our retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. We recognize this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. We amortize any tenant inducements as a reduction of lease income utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter.

We structure our leases to allow us to recover a significant portion of our property operating, real estate taxes, repairs and maintenance, and advertising and promotion expenses from our tenants. A substantial portion of our leases, other than those for anchor stores, require the tenant to reimburse us for a substantial portion of our operating expenses, including common area maintenance, or CAM, real estate taxes and insurance.  Such property operating expenses typically include utility, insurance, security, janitorial, landscaping, food court and other administrative expenses. This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or otherwise. For substantially all of our leases in the U.S. mall portfolio, we receive a fixed payment from the tenant for the CAM component which is recognized as lease income on a straight-line basis over the term of the lease beginning with the adoption of ASC 842. When not reimbursed by the fixed CAM component, CAM expense reimbursements are based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property. We accrue all variable reimbursements from tenants for recoverable portions of all of these expenses as variable lease consideration in the period the applicable expenditures are incurred. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year. These differences were not material in any period presented. Our advertising and promotional costs are expensed as incurred.  Provisions for credit losses that are not probable of collection are recognized as a reduction of lease income.  

In April 2020, the FASB staff released guidance focused on treatment of concessions related to the effects of COVID-19 on the application of lease modification guidance in Accounting Standards Codification (ASC) 842, “Leases.” The guidance provides a practical expedient to forgo the associated reassessments required by ASC 842 when changes to a lease result in similar or lower future consideration.  We have elected to generally account for rent abatements as negative variable lease consideration in the period granted, or in the period we determine we expect to grant an abatement. Further abatements granted in the future will reduce lease income in the period we grant, or determine we expect to grant, an abatement.

We have agreed to deferral or abatement arrangements with a number of our tenants as a result of the COVID-19 pandemic. Discussions with our tenants are ongoing and may result in further rent deferrals, lease amendments, abatements and/or lease terminations, as we deem appropriate on a case-by-case basis based on each tenant's unique financial and operating situation. In addition, uncollected rent due from certain of our tenants is subject to ongoing litigation, the outcome of which may affect our ability to collect in full the associated outstanding receivable balances.

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.  Refer to note 9 for further disclosure of lease income.  

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Management Fees and Other Revenues

Management fees and other revenues are generally received from our unconsolidated joint venture properties as well as third parties. Management fee revenue is earned based on a contractual percentage of joint venture property revenue. Development fee revenue is earned on a contractual percentage of hard costs to develop a property. Leasing fee revenue is earned on a contractual per square foot charge based on the square footage of current year leasing activity. We recognize revenue for these services provided when earned based on the performance criteria.

Revenues from insurance premiums charged to unconsolidated properties are recognized on a pro-rata basis over the terms of the policies. Insurance losses on these policies and our self-insurance for our consolidated properties are reflected in property operating expenses in the accompanying consolidated statements of operations and comprehensive income and include estimates for losses incurred but not reported as well as losses pending settlement. Estimates for losses are based on evaluations by third-party actuaries and management’s estimates. Total insurance reserves for our insurance subsidiaries and other self-insurance programs as of December 31, 2021 and 2020 approximated $77.2 million and $71.6 million, respectively, and are included in other liabilities in the consolidated balance sheets. Information related to the securities included in the investment portfolio of our captive insurance subsidiary is included within the “Equity Instruments and Debt Securities” section above.

Income Taxes

Simon and certain subsidiaries of the Operating Partnership have elected to be taxed as REITs under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification. In order to maintain this REIT status, the regulations require the entity to distribute at least 90% of REIT taxable income to its owners and meet certain other asset and income tests as well as other requirements. We intend to continue to adhere to these requirements and maintain Simon’s REIT status and that of the REIT subsidiaries. As REITs, these entities 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. Thus, we made 0 provision for U.S. federal income taxes for these entities in the accompanying consolidated financial statements. If Simon or any of the REIT subsidiaries fail to qualify as a REIT, and if available relief provisions do not apply, Simon or that entity will be subject to tax at regular corporate rates for the years in which it failed to qualify. If Simon or any of the REIT subsidiaries loses its REIT status it could not elect to be taxed as a REIT for four taxable years following the year during which qualification was lost unless the failure to qualify was due to reasonable cause and certain other conditions were satisfied.

We have also elected taxable REIT subsidiary, or TRS, status for some of our subsidiaries. This enables us to provide services that would otherwise be considered impermissible for REITs and participate in activities that do not qualify as “rents from real property”. For these entities, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe all or some portion of the deferred tax asset may not be realized. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income.

As a partnership, the allocated share of the Operating Partnership’s income or loss for each year is included in the income tax returns of the partners; accordingly, no accounting for income taxes is required in the accompanying consolidated financial statements other than as discussed above for our TRSs.

As of December 31, 2021 and 2020, we had net deferred tax liabilities of $259.3 million and $251.1 million, respectively, which primarily relate to the temporary differences between the carrying value of balance sheet assets and liabilities and their tax bases. These differences were primarily created through the consolidation of various European assets in 2016. Additionally, we have deferred tax related to our TRSs, consisting of operating losses and other carryforwards for U.S. federal income tax purposes as well as the timing of the deductibility of losses or reserves from insurance subsidiaries, though these amounts are not material to the financial statements. The deferred tax asset in

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

included in deferred costs and other assets and the deferred tax liability is included in other liabilities in the accompanying consolidated balance sheets.  

We are also subject to certain other taxes, including state and local taxes, franchise taxes, as well as income-based and withholding taxes on dividends from certain of our international investments, which are included in income and other taxes in the consolidated statements of operations and comprehensive income.  

Our cash paid for taxes in each period was as follows:

	For the Year Ended December 31,
	2021		2020		2019
Cash paid for taxes	$	102,454	$	20,046	$	21,626

Corporate Expenses

Home and regional office costs primarily include compensation and personnel related costs, travel, building and office costs, and other expenses for our corporate home office and regional offices.  General and administrative expense primarily includes executive compensation, benefits and travel expenses as well as costs of being a public company, including certain legal costs, audit fees, regulatory fees, and certain other professional fees.

Simon Property Group Acquisition Holdings, Inc.

The Company sponsored, through a wholly-owned subsidiary, a special purpose acquisition corporation, or SPAC, named Simon Property Group Acquisition Holdings, Inc.  On February 18, 2021, the SPAC announced the pricing of its initial public offering, which was consummated on February 23, 2021, generating gross proceeds of $345.0 million, which have been placed in a trust account and is included in the accompanying consolidated balance sheet in Investments held in trust – special purpose acquisition company.  The SPAC is a consolidated VIE which was formed for the purpose of effecting a business combination.  The Company accounts for the noncontrolling interest in the SPAC as noncontrolling redeemable interests as these instruments are redeemable at the option of the holder and are classified as temporary equity at their redemption value in Simon’s accompanying consolidated balance sheet in Limited partners preferred interest in the Operating Partnership and noncontrolling redeemable interests and in the Operating Partnership’s accompanying consolidated balance sheet in Preferred units, various series, at liquidation value, and noncontrolling redeemable interests.

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, 2022. We elected the expedients in conjunction with transitioning certain debt instruments, as discussed in note 7, to alternative benchmark indexes.  There was no impact on our consolidated financial statements at adoption.

4. Real Estate Acquisitions and Dispositions

We acquire interests in properties to generate both current income and long-term appreciation in value. We acquire interests in individual properties or portfolios of real estate companies that meet our investment criteria and sell properties which no longer meet our strategic criteria. Unless otherwise noted below, gains and losses on these transactions are included in gain on 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

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

incurred a minimal amount of transaction expenses during 2021, 2020, and 2019. Refer to Note 6 for disclosure of unconsolidated joint venture acquisitions and dispositions.

Our acquisition and disposition activity for the periods presented are as follows:

2019 Acquisitions

On September 19, 2019, we acquired the remaining 50% interest in a hotel adjacent to one of our properties for cash consideration of $12.8 million. As of closing, the property was subject to a $21.5 million, 4.02% variable rate mortgage. We accounted for this transaction as an asset acquisition and substantially all our investment relates to investment property.

2021 Dispositions

During 2021, we recorded net gains of $176.8 million primarily related to disposition activity which included the foreclosure of 3 consolidated retail properties in satisfaction of their respective $180.0 million, $120.9 million and $100.0 million non-recourse mortgage loans.

2020 Dispositions

On October 1, 2020, we disposed of our interest in 1 consolidated retail property. A portion of the gross proceeds on this transaction of $33.4 million was used to partially repay a cross-collateralized mortgage. Our share of the $12.3 million gain is included in (loss) gain on sale or disposed of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the accompanying consolidated statement of operation and comprehensive income.

2019 Dispositions

During 2019, we disposed of our interests in 1 multi-family residential investment. Our share of the gross proceeds on this transaction was $17.9 million. Our share of the gain of $16.2 million is included in other income in the accompanying consolidated statement of operation and comprehensive income.  

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 Year Ended December 31,
	2021		2020		2019
Net Income attributable to Common Stockholders — Basic and Diluted	$	2,246,294	$	1,109,227	$	2,098,247
Weighted Average Shares Outstanding — Basic and Diluted		328,587,137		308,737,625		307,950,112

For the year ended December 31, 2021, 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 years ended December 31, 2021, 2020, and 2019. We have not adjusted net income attributable to

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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

The Operating Partnership

	For the Year Ended December 31,
	2021		2020		2019
Net Income attributable to Unitholders — Basic and Diluted	$	2,569,508	$	1,276,450	$	2,416,945
Weighted Average Units Outstanding — Basic and Diluted		375,866,759		355,281,882		354,724,019

For the year ended December 31, 2021, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the years ended December 31, 2021, 2020, and 2019. We accrue distributions when they are declared. On February 7, 2022, Simon’s Board of Directors declared a quarterly cash distribution for the first quarter of 2022 of $1.65 per unit, payable on March 31, 2022 to unitholders of record on March 10, 2022.

The taxable nature of the dividends declared and Operating Partnership distributions declared for each of the years ended as indicated is summarized as follows:

	For the Year Ended December 31,
	2021			2020			2019
Total dividends/distributions paid per common share/unit	$	5.85		$	6.00		$	8.30
Percent taxable as ordinary income		93.10	%		97.40	%		100.00	%
Percent taxable as long-term capital gains		6.90	%		2.60	%		0.00	%
		100.00	%		100.00	%		100.00	%

6. Investments 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 84 properties as of December 31, 2021 and December 31, 2020.

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 ventures primarily in the form of interest bearing construction loans. As of December 31, 2021 and 2020, we had construction loans and other advances to these related parties totaling $88.4 million, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

Unconsolidated Entity Transactions

On July 1, 2021, we contributed to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures in exchange for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

pre-tax gain of $159.8 million, which is included in gain on sale or exchange of equity interests in the consolidated statement of operations, representing the difference between the fair value of the interests received determined using Level 3 inputs and the carrying value of the licensing ventures less costs to sell. In connection with this transaction, we recorded deferred tax expense of $47.9 million which is included in income and other tax (expense) benefit in the consolidated statements of operations and comprehensive income. On December 20, 2021, we sold a portion of our interest in ABG, resulting in a pre-tax gain of $18.8 million, which is included in gain on sale or exchange of equity interests in the consolidated statement of operations. In connection with this transaction, we recorded tax expense of $8.0 million which is included in income and other tax (expense) benefit in the consolidated statements of operations and comprehensive income. Subsequently, we acquired additional interests in ABG for cash consideration of $100.0 million. At December 31, 2021, our interest in ABG was approximately 10.4%.

During the fourth quarter of 2021, we disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million which is included in (gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net in the consolidated statements of operations and comprehensive income. Our share of the proceeds from this transaction was $3.0 million.

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

During the second quarter of 2021, we sold our interest in 1 multi-family residential investment. Our share of the gross proceeds from this transaction was $27.1 million. The gain of $14.9 million on the sale is included in other income in the accompanying consolidated statement of operations and comprehensive income.

On December 29, 2020, we completed the acquisition of an 80% noncontrolling ownership interest in TRG, which has an interest in 24 regional, super-regional, and outlet malls in the U.S. and Asia. Under the terms of the transaction, we, through the Operating Partnership, acquired all of Taubman Centers, Inc., or Taubman, common stock for $43.00 per share in cash. Total consideration for the acquisition, including the redemption of Taubman’s $192.5 million 6.5% Series J Cumulative Preferred Shares and its $170.0 million 6.25% Series K Cumulative Preferred Shares, and the issuance of 955,705 Operating Partnership units, was approximately $3.5 billion.  Our investment includes the 6.38% Series A Cumulative Redeemable Preferred Units for $362.5 million issued to us. Our share of net (loss) income was ($118.1 million) for the year ended December 31, 2021, which includes amortization of our excess investment of $196.1 million. In connection with the finalization of the purchase price allocation, we recorded additional amortization of our excess investment of $52.4 million in the fourth quarter of 2021 as a revision to the preliminary amortization previously recorded.  Substantially all of our investment has been allocated to investment property based upon fair values determined at the acquisition date using Level 2 and 3 inputs.  TRG’s total assets, total liabilities, and noncontrolling interests were $4.0 billion, $4.8 billion, and $155.9 million, respectively, as of December 31, 2021 and $4.1 billion, $5.0 billion and $154.0 million, respectively, as of December 31, 2020.  TRG’s total revenue, operating income before other items and consolidated net income were approximately $586.7 million, $196.5 million, and $96.8 million, respectively, for the year ended December 31, 2021, before consideration of the amortization of our excess investment.

On December 7, 2020, we and a group of co-investors acquired certain assets and liabilities of J.C. Penney, a department store retailer, out of bankruptcy. Our non-controlling interest in the venture is 41.67% and was acquired for cash consideration of $125.0 million.

In the third quarter of 2020, we recorded an other-than-temporary impairment charge of $55.2 million, representing our equity method investment balance in 3 joint venture properties, which is included in (loss) gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net, in the accompanying consolidated statement of operations and comprehensive income. Additionally, in the third quarter of 2020 and in the fourth quarter of 2019, we recorded an other-than-temporary impairment charge of $36.1 million and $47.2 million, respectively, related to an investment, which is included in gain (loss) 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.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

On February 19, 2020, we and a group of co-investors acquired certain assets and liabilities of Forever 21, a retailer of apparel and accessories, out of bankruptcy. The interests were acquired through 2 separate joint ventures, a licensing venture and an operating venture. Our aggregate investment in the ventures was $67.6 million. In connection with the acquisition of our interest, the Forever 21 joint venture recorded a non-cash bargain purchase gain in the second quarter of 2020, of which our share of $35.0 million pre-tax is included in income from unconsolidated entities in the consolidated statement of operations and comprehensive income. In the first quarter of 2021, we and our partner, ABG, each acquired additional 12.5% interests in the licensing and operations of Forever 21, our share of which was $56.3 million, bringing our respective interests to 50%. Subsequently, the Forever 21 operations were merged into SPARC Group.

On October 16, 2019, we contributed approximately $276.8 million consisting of cash and the Shop Premium Outlets, or SPO, assets for a 45% noncontrolling interest in RGG to create a new multi-platform venture dedicated to digital value shopping.  We attributed substantially all of our investment to goodwill and certain amortizing and non-amortizing intangibles.

On September 19, 2019, as discussed in note 4, we acquired the remaining 50% interest in a hotel adjacent to one of our properties from our joint venture partner. As a result of this acquisition, we now own 100% of this property.

During the first quarter of 2019, we disposed of our interests in a multi-family residential investment. Our share of the gross proceeds was $17.9 million. The gain of $16.2 million is included in other income in the accompanying consolidated statement of operations and comprehensive income.

In 2016, we and a group of co-investors acquired certain assets and liabilities of Aéropostale, a retailer of apparel and accessories, out of bankruptcy and subsequently renamed SPARC Group.  The interests were acquired through 2 separate joint ventures, a licensing venture and an operating venture.  In April 2018, we contributed our entire interest in the licensing venture in exchange for additional interests in ABG, a brand development, marketing, and entertainment company.  In January 2020, we acquired additional interests of 5.05% and 1.37% in SPARC Group and ABG, respectively, for $6.7 million and $33.5 million, respectively. During the third quarter of 2020, SPARC acquired certain assets and operations of Brooks Brothers and Lucky Brands out of bankruptcy. During the second quarter of 2021, SPARC Group acquired certain assets and operations of Eddie Bauer. At December 31, 2021, our noncontrolling equity method interests in the operations venture of SPARC Group was 50.0%.

International Investments

We conduct our international operations primarily through joint venture arrangements and account for the majority of these international joint venture investments using the equity method of accounting.

European Investments  

At December 31, 2021, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.65 per share. Our share of net income, net of amortization of our excess investment, was $145.1 million, $26.5 million and $145.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre’s results to GAAP, Klépierre’s total assets, total liabilities, and noncontrolling interests were $18.1 billion, $11.9 billion, and $1.3 billion, respectively, as of December 31, 2021 and $20.9 billion, $14.4 billion, and $1.4 billion, respectively, as of December 31, 2020. Klépierre’s total revenues, operating income before other items and consolidated net income were approximately $1.2 billion, $380.5 million and $848.1 million, respectively, for the year ended December 31, 2021, $1.3 billion, $327.3 million and $211.2 million, respectively, for the year ended December 31, 2020, and $1.5 billion, $626.3 million and $655.5 million, respectively, for the year ended December 31, 2019, before consolidation of the amortization of our excess investment.

During the year ended December 31, 2021, Klépierre elected to step-up the tax basis of certain assets in Italy, which triggered a one-time payment at a significantly reduced tax rate. As a result of the step-up in tax basis, a previously established deferred tax liability was reversed resulting in a non-cash gain, of which our share was $118.4 million.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

During the year ended December 31, 2021, we recorded a net gain of $1.2 million related to the disposition of certain assets of Klépierre. During the year ended December 31, 2020, we recorded a $4.3 million net loss related to the impairment and disposition of certain assets of Klépierre. During the year ended December 31, 2019, we recorded a gain of $58.6 million related to the disposition of certain assets of Klépierre. These transactions are included in gain (loss) 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 have an interest in a European investee that had interests in 11 Designer Outlet properties as of December 31, 2021, 10 Designer Outlet properties as of December 31, 2020, and 9 Designer Outlet properties as of December 31, 2019. NaN of which are consolidated by us as of December 31, 2021. As of December 31, 2021, our legal percentage ownership interests in these properties ranged from 23% to 94%. Due to certain redemption rights held by our venture partner, which will require us to purchase their interests under certain circumstances, the noncontrolling interest is presented (i) in the accompanying Simon consolidated balance sheets outside of equity in limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties and (ii) in the accompanying Operating Partnership consolidated balance sheets within preferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties.

On January 1, 2021 our European investee gained control of Ochtrup Designer Outlets as a result of the expiration of certain participating rights held by a venture partner. This resulted in the consolidation of the property, requiring a remeasurement of our previously held equity interest to fair value and the recognition of a non-cash gain of $3.7 million in earnings during the first quarter of 2021, which includes amounts reclassified from accumulated other comprehensive income (loss) related to the currency translation adjustment previously recorded on our investment. The gain is included in gain (loss) 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. The determination of the fair value consisted of Level 2 and 3 inputs and was predominately allocated to investment property.

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 9 luxury outlets located throughout Europe and we also have a direct minority ownership in 3 of those outlets. At December 31, 2021 and 2020, 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 $206.1 million and $216.8 million as of December 31, 2021 and 2020, 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 $194.9 million and $184.7 million as of December 31, 2021 and 2020, 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.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

COMBINED BALANCE SHEETS

	December 31,		December 31,
	2021		2020
Assets:
Investment properties, at cost	$	19,724,242	$	20,079,476
Less - accumulated depreciation		8,330,891		8,003,863
		11,393,351		12,075,613
Cash and cash equivalents		1,481,287		1,169,422
Tenant receivables and accrued revenue, net		591,369		749,231
Right-of-use assets, net		154,561		185,598
Deferred costs and other assets		394,691		380,087
Total assets	$	14,015,259	$	14,559,951
Liabilities and Partners’ Deficit:
Mortgages	$	15,223,710	$	15,569,485
Accounts payable, accrued expenses, intangibles, and deferred revenue		995,392		969,242
Lease liabilities		158,372		188,863
Other liabilities		383,018		426,321
Total liabilities		16,760,492		17,153,911
Preferred units		67,450		67,450
Partners’ deficit		(2,812,683)		(2,661,410)
Total liabilities and partners’ deficit	$	14,015,259	$	14,559,951
Our Share of:
Partners’ deficit	$	(1,207,396)	$	(1,130,713)
Add: Excess Investment		1,283,645		1,399,757
Our net Investment in unconsolidated entities, at equity	$	76,249	$	269,044

“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.

116

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

As of December 31, 2021, scheduled principal repayments on these joint venture properties’ mortgage indebtedness, assuming the obligations remain outstanding through the initial maturities, are as follows:

2022	$	2,111,105
2023		1,515,170
2024		2,851,788
2025		1,755,169
2026		3,032,175
Thereafter		3,995,886
Total principal maturities		15,261,293
Debt issuance costs		(37,583)
Total mortgages	$	15,223,710

This debt becomes due in installments over various terms extending through 2035 with interest rates ranging from 0.16% to 9.98% and a weighted average interest rate of 3.60% at December 31, 2021.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

COMBINED STATEMENTS OF OPERATIONS

	December 31,
	2021		2020		2019
REVENUE:
Lease income	$	2,797,221	$	2,544,134	$	3,088,594
Other income		319,956		300,634		322,398
Total revenue		3,117,177		2,844,768		3,410,992
OPERATING EXPENSES:
Property operating		575,584		519,979		587,062
Depreciation and amortization		686,790		692,424		681,764
Real estate taxes		263,325		262,351		266,013
Repairs and maintenance		79,300		68,722		85,430
Advertising and promotion		72,441		67,434		89,660
Other		200,899		163,710		196,178
Total operating expenses		1,878,339		1,774,620		1,906,107
Operating Income Before Other Items		1,238,838		1,070,148		1,504,885
Interest expense		(605,591)		(616,332)		(636,988)
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net		34,814		—		24,609
Net Income	$	668,061	$	453,816	$	892,506
Third-Party Investors’ Share of Net Income	$	333,304	$	226,364	$	460,696
Our Share of Net Income	$	334,757	$	227,452	$	431,810
Amortization of Excess Investment		(64,974)		(82,097)		(83,556)
Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements		(14,941)		—		(9,156)
Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net		(541)		—		(1,133)
Income from Unconsolidated Entities	$	254,301	$	145,355	$	337,965

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, 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 sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net is reflected within gain on 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.

118

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

7. Indebtedness

Our mortgages and unsecured indebtedness, excluding the impact of derivative instruments, consist of the following as of December 31:

	2021		2020
Fixed-Rate Debt:
Mortgage notes, including $2,892 and $3,348 of net premiums and $14,619 and $15,237 of debt issuance costs, respectively. Weighted average interest and maturity of 3.61% and 4.3 years at December 31, 2021.	$	4,546,614	$	5,803,718
Unsecured notes, including $30,964 and $22,470 of net discounts and $83,147 and $74,622 of debt issuance costs, respectively. Weighted average interest and maturity of 2.93% and 9.6 years at December 31, 2021.		18,254,507		16,985,990
Commercial Paper (see below)		500,000		623,020
Total Fixed-Rate Debt		23,301,121		23,412,728
Variable-Rate Debt:
Mortgage notes, including $4,354 and $7,102 of debt issuance costs, respectively. Weighted average interest and maturity of 1.70% and 1.6 years at December 31, 2021.		803,495		1,137,034
Credit Facilities (see below), including $22,039 and $16,171 of debt issuance costs, respectively.		1,152,961		2,108,829
Total Variable-Rate Debt		1,956,456		3,245,863
Other Debt Obligations		63,445		64,770
Total Mortgages and Unsecured Indebtedness	$	25,321,022	$	26,723,361

General.  Our unsecured debt agreements contain financial covenants and other non-financial covenants. 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 December 31, 2021, we were in compliance with all covenants of our unsecured debt.

At December 31, 2021, our consolidated subsidiaries were the borrowers under 36 non-recourse mortgage notes secured by mortgages on 39 properties and other assets, including 2 separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 5 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 December 31, 2021, 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.

Unsecured Debt

At December 31, 2021, our unsecured debt consisted of $18.4 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Operating Partnership’s $4.0 billion unsecured revolving credit facility, or Credit Facility, $1.05 billion outstanding under the Operating Partnership’s $3.5 billion unsecured revolving credit facility, or Supplemental Facility, and $500.0 million outstanding under the Operating Partnership’s global unsecured commercial paper program, or Commercial Paper program.  

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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

In November 2021, we amended our Credit Facility to transition the borrowing rates from LIBOR to successor benchmark indexes. The Credit Facility can be increased in the form of additional commitments in an aggregate not to exceed $1.0 billion, for a total aggregate size of $5.0 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 95% of the maximum revolving credit amount, as defined. The initial maturity date of the Credit Facility is June 30, 2024. The Credit Facility can be extended for 2 additional six-month periods to June 30, 2025, 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.

In October 2021, we amended, restated, and extended the Supplemental Facility. The Supplemental Facility’s initial borrowing capacity of $3.5 billion 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 our election, at either (i) (x) for Term Benchmark Loans, the Adjusted Term SOFR Rate, the applicable Local Rate, the Adjusted EURIBOR Rate, or the Adjusted TIBOR Rate, (y) for RFR Loans, if denominated in Sterling, SONIA plus a benchmark adjustment and if denominated in Dollars, Daily Simple SOFR plus a benchmark adjustment, or (z) for Daily SOFR Loans, the Adjusted Floating Overnight Daily SOFR Rate, in each case of clauses (x) through (z) above, plus a margin determined by our corporate credit rating of between 0.650% and 1.400% or (ii) for loans denominated in U.S. Dollars only, the base rate (which rate is equal to the greatest of the prime rate, the federal funds effective rate plus 0.500% or Adjusted Term SOFR Rate for one month plus 1.000%) (the “Base Rate”), plus a margin determined by our corporate credit rating of between 0.000% and 0.400%. The Supplemental Facility includes a facility fee determined by our corporate credit rating of between 0.100% and 0.300% on the aggregate revolving commitments under the Supplemental Facility.  Based upon our current credit ratings, the interest rate on the Supplemental Facility is SOFR plus 72.5 basis points, plus a spread adjustment to account for the transition from LIBOR to SOFR.

On December 31, 2021, we had an aggregate available borrowing capacity of $5.8 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2021 was $2.1 billion and the weighted average outstanding balance was $519.9 million. Letters of credit of $11.8 million were outstanding under the Facilities as of December 31, 2021.

The Operating Partnership also has available a 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 will be sold under customary terms in the U.S. and

120

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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 December 31, 2021, we had $500.0 million outstanding under the Commercial Paper program, fully comprised of U.S. dollar denominated notes with a weighted average interest rate of 0.22%.  These borrowings have a weighted average maturity date of January 23, 2022 and reduce amounts otherwise available under the Credit Facilities.

On July 9, 2020, the Operating Partnership completed the issuance of the following senior unsecured notes: $500.0 million with a fixed interest rate of 3.50%, $750 million with a fixed interest rate of 2.650%, and $750 million with a fixed interest rate of 3.80%, with maturity dates of September 2025 (the “2025” Notes”), June 2030, and June 2050, respectively. The 2025 Notes were issued as additional notes under an indenture pursuant to which the Operating Partnership previously issued $600 million principal amount of 3.50% senior notes due September 2025 on August 17, 2015. Proceeds from the unsecured notes offering funded the optional redemption at par of senior unsecured notes in July and August 2020, as discussed below, and repaid a portion of the indebtedness under the Facilities.

On July 10, 2020 the Operating Partnership repaid $1.75 billion under the Credit Facility and $750.0 million under the Supplemental Facility.

On July 22, 2020, the Operating Partnership completed the optional redemption at par of its $500 million 2.50% notes due September 1, 2020.

On August 6, 2020 the Operating Partnership completed the optional redemption at par of its €375 million 2.375% notes due October 2, 2020.

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

On January 27, 2021 the Operating Partnership completed the planned optional redemption of its $550 million 2.50% notes due on July 15, 2021, including the make-whole amount. Further, on February 2, 2021 the Operating Partnership repaid $750 million under the Term Facility.

On March 19, 2021, the Operating Partnership completed the issuance of €750 million ($893.0 million U.S. dollar equivalent as of the issuance date) of senior unsecured notes at a fixed rate of 1.125% with a maturity date of March 19, 2033, the proceeds of which were used on March 23, 2021 to repay the remaining $1.25 billion under the Term Facility reducing it to 0.

On August 18, 2021, the Operating Partnership completed the issuance of the following senior unsecured notes: $550 million with a fixed interest rate of 1.375%, and $700 million with a fixed interest rate of 2.250%, with maturity dates of January 15, 2027, and 2032, respectively.

In the third quarter of 2021, the Operating Partnership completed the optional redemption of all of its outstanding $550 million 2.350% notes due on January 30, 2022, $600 million 2.625% notes due on June 15, 2022, and $500 million 2.750% notes due on February 1, 2023. We recorded a $28.6 million loss on extinguishment of debt as a result on the optional redemptions.

On December 14, 2021, the Operating Partnership drew $1.05 billion under the Supplemental Facility, the proceeds of which funded the early extinguishment of 9 mortgages with a principal balance of $1.16 billion. We recorded a $20.3 million loss on extinguishment of debt as a result of this transaction.

On January 11, 2022, the Operating Partnership completed the issuance of the following senior unsecured notes: $500 million with a floating interest rate of SOFR plus 43 basis points, and $700 million with a fixed interest rate of 2.650%, with maturity dates of January 11, 2024 and February 1, 2032, respectively. The proceeds were used to repay $1.05 billion outstanding under the Supplemental Facility on January 12, 2022.

121

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Mortgage Debt

Total mortgage indebtedness was $5.4 billion and $7.0 billion at December 31, 2021 and 2020, respectively.

Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2021, assuming the obligations remain outstanding through the initial maturities, are as follows:

2022	$	1,898,889	(1)
2023		1,230,712
2024		2,828,818
2025		2,669,547
2026		3,920,142
Thereafter		12,861,700
Total principal maturities		25,409,808
Net unamortized debt premium		28,055
Net unamortized debt discount		(56,127)
Debt issuance costs, net		(124,159)
Other Debt Obligations		63,445
Total mortgages and unsecured indebtedness	$	25,321,022

(1) Includes $500.0 million in Global Commercial Paper.

Our cash paid for interest in each period, net of any amounts capitalized, was as follows:

	For the Year Ended December 31,
	2021		2020		2019
Cash paid for interest	$	822,182	$	754,306	$	803,728

Debt Issuance Costs

Our debt issuance costs consist primarily of financing fees we incurred in order to obtain long-term financing. We record amortization of debt issuance costs on a straight-line basis over the terms of the respective loans or agreements. Details of those debt issuance costs as of December 31 are as follows:

	2021		2020
Debt issuance costs	$	227,774	$	202,859
Accumulated amortization		(103,615)		(89,727)
Debt issuance costs, net	$	124,159	$	113,132

We report amortization of debt issuance costs, amortization of premiums, and accretion of discounts as part of interest expense. We amortize debt premiums and discounts, which are included in mortgages and unsecured indebtedness, over the remaining terms of the related debt instruments. These debt premiums or discounts arise either at

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

the time of the debt issuance or as part of purchase accounting for the fair value of debt assumed in acquisitions. The accompanying consolidated statements of operations and comprehensive income include amortization as follows:

		For the Year Ended December 31,
	2021		2020		2019
Amortization of debt issuance costs	$	24,794	$	23,076	$	21,499
Amortization of debt discounts/(premiums)		168		174		1,571

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 $23.3 billion and $23.4 billion as of December 31, 2021 and 2020, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

	December 31,			December 31,
	2021			2020
Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)	$	24,597		$	25,327
Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages		3.17	%		2.41	%
Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness		3.33	%		2.63	%

8. Equity

Simon’s Board of Directors is authorized to reclassify excess common stock into 1 or more additional classes and series of capital stock, to establish the number of shares in each class or series and to fix the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, and qualifications and terms and conditions of redemption of such class or series, without any further vote or action by the stockholders. The issuance of additional classes or series of capital stock may have the effect of delaying, deferring or preventing a change in control of us without further action of the stockholders. The ability to issue additional classes or series of capital stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of Simon’s outstanding voting stock.

Holders of common stock are entitled to 1 vote for each share held of record on all matters submitted to a vote of stockholders, other than for the election of directors. The holders of Simon’s Class B common stock have the right to elect up to 4 members of Simon’s Board of Directors. All 8,000 outstanding shares of the Class B common stock are subject to 2 voting trusts as to which Herbert Simon and David Simon are the trustees. Shares of Class B common stock convert automatically into an equal number of shares of common stock upon the occurrence of certain events and can be converted into shares of common stock at the option of the holders.

Common Stock and Unit Issuances and Repurchases

In 2021, Simon issued 58,571 shares of common stock to 7 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2021, the Operating Partnership redeemed 15,705 units from 7 limited partners for $2.2

123

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

million.  In 2020, Simon issued 293,204 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership. During the year ended December 31, 2020, the Operating Partnership redeemed 116,658 units from 4 limited partners for $16.1 million.  These transactions increased Simon’s ownership interest in the Operating Partnership.

On December 29, 2020, the Operating Partnership issued 955,705 units in connection with the acquisition of an 80% ownership interest in TRG, as discussed in Note 6.

On November 18, 2020, we issued 22,137,500 shares of common stock in a public offering at a price of $72.50 per share, before underwriting discounts and commissions.  The Operating Partnership issued an equal number of units to Simon.  A portion of the $1.6 billion proceeds from the offering, net of issue costs, were used to fund the Operating Partnership’s acquisition of an 80% ownership interest in TRG.

On February 13, 2017, Simon’s Board of Directors authorized a two-year extension of the previously authorized $2.0 billion common stock repurchase plan through March 31, 2019.  On February 11, 2019, Simon's Board of Directors authorized a new common stock repurchase plan.  Under the plan, Simon was authorized to repurchase up to $2.0 billion of its common stock during the two-year period ending February 11, 2021.  The Repurchase Program was not extended.  Simon repurchased the shares in the open market or in privately negotiated transactions as market conditions warranted.  During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share.  During the year ended December 31, 2019, Simon purchased 2,247,074 shares at an average price of $160.11 per share, of which 46,377 shares at an average price of $164.49 were purchased as part of the previous program.  As Simon repurchased shares under this program, the Operating Partnership repurchased an equal number of units from Simon.

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 1 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 noncontrolling 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 and presented within accumulated deficit in the consolidated statements of equity in the line issuance of unit equivalents and other. There were 0 noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2021 and 2020. The

124

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as of December 31.

	2021		2020
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding	$	25,537	$	25,537
Other noncontrolling redeemable interests		522,203		160,355
Limited partners’ preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties	$	547,740	$	185,892

Refer to Note 3 for discussion of the noncontrolling redeemable interest related to the SPAC.

7.50% Cumulative Redeemable Preferred Units.  This series of preferred units accrues cumulative quarterly distributions at a rate of $7.50 annually. The preferred units are redeemable by the Operating Partnership upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder. The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock at our election. In the event of the death of a holder of the preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the option of the Operating Partnership in either cash or shares of common stock.  These preferred units have a carrying value of $25.5 million and are included in limited partners’ preferred interest in the Operating Partnership in the consolidated balance sheets at December 31, 2021 and 2020.

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 1 series of preferred units and noncontrolling redeemable interests in properties in temporary equity.  Each of these securities is discussed further below.

Noncontrolling Redeemable Interests in Properties   Redeemable instruments, which typically represent the remaining noncontrolling interests in a property or portfolio of properties, and which are redeemable at the option of the holder or in circumstances that may be outside our 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 equity and are presented in the consolidated statements of equity in the line issuance of unit equivalents and other.  There are 0 noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2021 and 2020.  The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as of December 31.    

	2021		2020
7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding	$	25,537	$	25,537
Other noncontrolling redeemable interests		522,203		160,355
Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties	$	547,740	$	185,892

Refer to Note 3 for discussion of the noncontrolling redeemable interest related to the SPAC.

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

7.50% Cumulative Redeemable Preferred Units   The 7.50% preferred units accrue cumulative quarterly distributions at a rate of $7.50 annually.  We may redeem the preferred units upon the death of the survivor of the original holders, or the transfer of any preferred units to any person or entity other than the persons or entities entitled to the benefits of the original holder.  The redemption price is the liquidation value ($100.00 per preferred unit) plus accrued and unpaid distributions, payable either in cash or fully registered shares of common stock of Simon at our election.  In the event of the death of a holder of the 7.5% preferred units, the occurrence of certain tax triggering events applicable to the holder, or on or after November 10, 2006, the holder may require the Operating Partnership to redeem the preferred units at the same redemption price payable at the Operating Partnership’s option in either cash or fully registered shares of common stock of Simon.  These preferred units have a carrying value of $25.5 million and are included in preferred units, at liquidation value in the consolidated balance sheets at December 31, 2021 and 2020.

Permanent Equity

Simon

Preferred Stock.  Dividends on all series of preferred stock are calculated based upon the preferred stock’s preferred return multiplied by the preferred stock’s corresponding liquidation value. The Operating Partnership pays preferred distributions to Simon equal to the dividends Simon pays on the preferred stock issued.

Series J 8³/₈% Cumulative Redeemable Preferred Stock.  Dividends accrue quarterly at an annual rate of 8³/₈% per share. Simon can redeem this series, in whole or in part, on or after October 15, 2027 at a redemption price of $50.00 per share, plus accumulated and unpaid dividends. This preferred stock was issued at a premium of $7.5 million. The unamortized premium included in the carrying value of the preferred stock at December 31, 2021 and 2020 was $1.9 million and $2.2 million, respectively.

The Operating Partnership

Series J 8³/₈% Cumulative Redeemable Preferred Units.     Distributions accrue quarterly at an annual rate of 8³/₈% per unit on the Series J 8³/₈% preferred units, or Series J preferred units.  Simon owns all of the Series J preferred units which have the same economic rights and preferences of an outstanding series of Simon preferred stock.  The Operating Partnership can redeem this series, in whole or in part, when Simon can redeem the related preferred stock, on and after October 15, 2027 at a redemption price of $50.00 per unit, plus accumulated and unpaid distributions. The Series J preferred units were issued at a premium of $7.5 million.  The unamortized premium included in the carrying value of the preferred units at December 31, 2021 and 2020 was $1.9 million and $2.2 million, respectively.  There are 1,000,000 Series J preferred units authorized and 796,948 Series J preferred units issued and outstanding.

Other Equity Activity

The Simon Property Group, L.P. 2019 Stock Incentive Plan.  This plan, or the 2019 Plan, provides for the grant of equity-based awards with respect to the equity of Simon in the form of incentive and nonqualified stock options to purchase shares, stock appreciation rights, restricted stock grants and performance-based awards.  Options may be granted which are qualified as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code and options which are not so qualified.  An aggregate of 8,000,000 shares of common stock have been reserved under the 2019 plan.

The 2019 Plan is administered by the Compensation and Human Capital Committees.  The Compensation and Human Capital Committees determines which eligible individuals may participate and the type, extent and terms of the awards to be granted to them.  In addition, the Compensation and Human Capital Committees interprets the 2019 Plan and makes all other determinations deemed advisable for its administration.  Options granted to employees become exercisable over the period determined by the Compensation and Human Capital Committees.  The exercise price of an employee option may not be less than the fair market value of the shares on the date of grant.  Employee options generally vest over a three-year period and expire ten years from the date of grant.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

Directors who are not also our employees or employees of our affiliates are eligible to receive awards under the 2019 plan. Each independent director receives an annual cash retainer of $110,000, and an annual restricted stock award with a grant date value of $175,000. Committee chairs receive annual retainers for the Company’s Audit, Compensation, and Governance and Nominating Committees of $35,000, $35,000 and $25,000, respectively.  Directors receive fixed annual retainers for service on the Audit, Compensation and Governance and Nominating Committees, of $15,000, $15,000, and $10,000, respectively. The Lead Director receives an annual retainer of $50,000.  These retainers are paid 50% in cash and 50% in restricted stock.

Restricted stock awards vest in full after one year.  Once vested, the delivery of the shares of restricted stock (including reinvested dividends) is deferred under our Director Deferred Compensation Plan until the director retires, dies or becomes disabled or otherwise no longer serves as a director. The directors may vote and are entitled to receive dividends on the underlying shares; however, any dividends on the shares of restricted stock must be reinvested in shares of common stock and held in the Director Deferred Compensation Plan until the shares of restricted stock are delivered to the former director.

Stock Based Compensation

Our long-term incentive compensation awards under our stock based compensation plans primarily take the form of LTIP units, restricted stock grants and restricted stock units.  These awards are either market or performance-based and are based on various individual, 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.  In the first quarter of 2021, the Compensation and Human Capital Committees established and made awards under a 2021 Long-Term Incentive Program, or 2021 LTI Program.  Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units, or RSUs, as further discussed below.

LTIP Programs.  The Compensation and Human Capital Committees has approved long-term, performance based incentive compensation programs, or the LTIP programs, for certain senior employees. Awards under the LTIP programs take the form of LTIP units, 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. During the performance period, participants are entitled to receive distributions on the LTIP units awarded to them 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.

In 2018, the Compensation and Human Capital Committees established and granted awards under a redesigned LTIP program, or the 2018 LTIP program.  Awards under the 2018 LTIP program were granted in 2 tranches, Tranche A LTIP units and Tranche B LTIP units. Each of the Tranche A LTIP units and the Tranche B LTIP units will be considered earned if, and only to the extent to which, the respective goals based on Funds From Operations, or FFO, per share or Relative TSR Goal performance criteria, as defined in the applicable award agreements, are achieved during the applicable two-year and three-year performance periods of the Tranche A LTIP units and Tranche B LTIP units, respectively.  One half of the earned Tranche A LTIP units will vest on January 1, 2021 with the other one-half vesting on January 1, 2022.

The grant date fair value of the portion of the LTIP units based on achieving the target FFO performance criteria is $6.1 million for the Tranche A LTIP units and the Tranche B LTIP units, for a total of $12.1 million.  The 2018 LTIP program provides that the value of the FFO-based award may be adjusted up or down based on the Company’s performance compared to the target FFO performance criteria and has a maximum potential fair value of $18.2 million.  

In 2021 and 2019, the Compensation and Human Capital Committees established and granted awards under a redesigned LTIP program, or the 2021 LTIP program and the 2019 LTIP program, respectively.  Awards under these programs will be considered earned if, and only to the extent to which, the respective performance conditions (based on Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market conditions (based on Relative or

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

absolute TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period, subject to the recipient’s continued employment through the applicable vesting dates.  Any units determined to be earned LTIP units under the 2021 LTIP program will vest on January 1, 2025 and any units determined to be earned LTIP units under the 2019 LTIP program will vest on January 1, 2023.  The 2021 LTIP program provides that the amount earned related to the performance-based portion of the awards is dependent on Simon’s FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at grant date of $18.4 million.  The 2019 LTIP program provides that the amount earned related to the performance-based portion of the awards is dependent on Simon’s FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at issuance of $22.1 million.  

The grant date fair values of any LTIP units for 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 required service is delivered. The grant date fair values of the market-based awards are being amortized into expense over the period from the grant date to the date at which the awards, if earned, would become vested.  The expense of the performance-based award is recorded over the period from the grant date to the date at which the awards, if earned, would 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 Compensation and Human Capital Committees approved LTIP unit grants as shown in the table below. The extent to which LTIP units were earned, and the aggregate grant date fair value, are as follows:

LTIP Program	LTIP Units Earned	Grant Date Fair Value of TSR Award	Grant Date Target Value of Performance-Based Awards
2018 LTIP program - Tranche A	38,148	$6.1 million	$6.1 million
2018 LTIP program - Tranche B	-	$6.1 million	$6.1 million
2019 LTIP program	To be determined in 2022	$9.5 million	$14.7 million
2021 LTIP program	To be determined in 2024	$5.7 million	$12.2 million

We recorded compensation expense, net of capitalization and forfeitures, related to LTIP programs of approximately $13.4 million, $1.9 million, and $15.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Restricted Stock and Restricted Stock Units.  The 2019 plan also provides for shares of restricted stock to be granted to certain employees at no cost to those employees, subject to achievement of individual performance and certain financial and return-based performance measures established by the Compensation and Human Capital Committees related to the most recent year’s performance. Once granted, the shares of restricted stock then vest annually over a three-year or a four-year period (as defined in the award). The cost of restricted stock grants, which is based upon the stock’s fair market value on the grant date, is recognized as expense ratably over the vesting period. Through December 31, 2021 a total of 5,858,453 shares of restricted stock, net of forfeitures, have been awarded under the 1998 plan, and 561,849 shares of restricted stock and RSUs have been awarded under the 2019 plan.

During the first quarter of 2021, as part of the 2021 LTI Program the Compensation and Human Capital Committees established a grant of 37,976 time-based RSUs under the 2019 Plan at a weighted average fair market value of $112.92 per share.  These awards will vest, subject to the grantee's continued service, on March 1, 2024.  The $4.3 million grant date fair value of the awards is being recognized as expense over the three-year vesting service period.  

During 2020, the Compensation and Human Capital Committees established a one-time grant of 312,263 time-based RSUs under the 2019 Plan at a weighted average fair market value of $84.37 per share.  These awards will vest, subject to the grantee's continued service on each applicable vesting date, in one-third increments on January 1, 2022,

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

January 1, 2023, and January 1, 2024.  The grant date fair value of the awards of $26.3 million is being recognized as expense over the three-year vesting service period.  

Information regarding restricted stock awards is summarized in the following table for each of the years presented:

	For the Year Ended
	December 31,
	2021		2020		2019
Shares of restricted stock awarded during the year, net of forfeitures		80,012		462,966		90,902
Weighted average fair value of shares granted during the year	$	115.34	$	73.28	$	181.94
Annual amortization	$	19,673	$	11,660	$	12,604

We recorded compensation expense, net of capitalization, related to restricted stock for employees and non-employee directors of approximately $20.2 million, $10.3 million, and $11.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

We also maintain a tax-qualified retirement 401(k) savings plan and offer no other post-retirement or post-employment benefits to our employees.

Exchange Rights

Simon

Limited partners in the Operating Partnership have the right to exchange all or any portion of their units for shares of common stock on a 1-for-one basis or cash, as determined by Simon’s Board of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common stock at that time. At December 31, 2021, Simon had reserved 54,492,801 shares of common stock for possible issuance upon the exchange of units, stock options and Class B common stock.

The Operating Partnership

Limited partners have the right under the partnership agreement to exchange all or any portion of their units for shares of Simon common stock on a 1-for-one basis or cash, as determined by Simon in its sole discretion. If Simon selects cash, Simon cannot cause the Operating Partnership to redeem the exchanged units for cash without contributing cash to the Operating Partnership as partners’ equity sufficient to effect the redemption.  If sufficient cash is not contributed, Simon will be deemed to have elected to exchange the units for shares of Simon common stock.  The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of Simon’s common stock at that time. The number of shares of Simon’s common stock issued pursuant to the exercise of the exchange right will be the same as the number of units exchanged.

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

129

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.

	For the Year Ended
	December 31,
	2021		2020		2019
Fixed lease income	$	3,701,991	$	3,871,395	$	4,293,401
Variable lease income		1,034,728		430,972		950,370
Total lease income	$	4,736,719	$	4,302,367	$	5,243,771

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $568.7 million and $597.6 million at December 31, 2021 and 2020, respectively.

Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration and amounts deferred in relation to the COVID-19 pandemic, which with respect to deferrals are expected to be collected primarily in 2022 and 2023, as of December 31, 2021, is as follows:

2022	$	3,098,505
2023		2,611,384
2024		2,082,985
2024		1,650,164
2025		1,252,534
Thereafter		3,291,874
	$	13,987,446

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.

During the first quarter of 2019, we settled a lawsuit with our former insurance broker, Aon Risk Services Central Inc., related to the significant flood damage sustained at Opry Mills in May 2010. In accordance with a previous agreement with the prior co-investor in Opry Mills, a portion of the settlement was remitted to the co-investor.  Our share of the settlement was approximately $68.0 million, which was recorded as other income in the accompanying consolidated statement of operations and comprehensive income.

Lease Commitments

As of December 31, 2021, a total of 23 of the consolidated properties are subject to ground leases. The termination dates of these ground leases range from 2022 to 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 2023 to 2028. These office leases generally require us to make fixed annual rental payments plus pay our share of common area, real estate, and utility expenses. Some of our ground and office leases include escalation clauses. All of our lease arrangements are

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

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 Year Ended
	December 31,
	2021		2020		2019
Operating Lease Cost
Fixed lease cost	$	32,492	$	31,404	$	31,000
Variable lease cost		15,454		13,270		16,833
Sublease income		(705)		(746)		(694)
Total operating lease cost	$	47,241	$	43,928	$	47,139

	For the Year Ended
	December 31,
	2021		2020		2019
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	47,824	$	44,570	$	48,519
Weighted-average remaining lease term - operating leases		33.6 years		34.4 years		35.6 years
Weighted-average discount rate - operating leases		4.87%		4.86%		4.87%

Future 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:

2022	$	32,838
2023		32,979
2024		33,114
2025		33,124
2026		33,138
Thereafter		855,079
	$	1,020,272
Impact of discounting		(513,341)
Operating lease liabilities	$	506,931

Insurance

We maintain insurance coverage with third-party carriers who provide a portion of the coverage for specific layers of potential losses, including commercial general liability, fire, flood, extended coverage and rental loss insurance on all of our properties in the United States as well as cyber coverage. The initial portion of coverage not provided by third-party carriers may be insured through our wholly-owned captive insurance company, or other financial arrangements controlled by us. If required, a third-party carrier has, in turn, agreed to provide evidence of coverage for this layer of losses under the terms and conditions of the carrier’s insurance policy with us. A similar insurance policy written either through our captive insurance company or other financial arrangements controlled by us also provides initial coverage for property insurance and certain windstorm risks.

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Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

We currently maintain insurance coverage against acts of terrorism on all of our properties in the United States on an “all risk” basis in the amount of up to $1 billion. Despite the existence of this insurance coverage, any threatened or actual terrorist attacks where we operate could adversely affect our property values, revenues, consumer traffic and tenant sales.

Hurricane Impacts

During the third quarter of 2017, 2 of our wholly-owned properties located in Puerto Rico sustained significant property damage and business interruption as a result of Hurricane Maria.  Since the date of the loss, we have received $84.0 million of insurance proceeds from third-party carriers related to the 2 properties located in Puerto Rico, of which $48.3 million was used for property restoration and remediation and to reduce the insurance recovery receivable.  During the years ended December 31, 2021 and 2020, we recorded $2.1 million and $5.2 million, respectively, as business interruption income, which was recorded in other income in the accompanying consolidated statements of operations and comprehensive income.

During the third quarter of 2020, 1 of our properties located in Texas experienced property damage and business interruption as a result of Hurricane Hanna.  We wrote-off assets of approximately $9.6 million, and recorded an insurance recovery receivable, and have received $14.0 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.  During the year ended December 31, 2021, we recorded a $3.5 million gain related to property insurance recovery of previously depreciated assets.  This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

During the third quarter of 2020, 1 of our properties located in Louisiana experienced property damage and business interruption as a result of Hurricane Laura.   We wrote-off assets of approximately $11.1 million and recorded an insurance recovery receivable, and have received $27.5 million of insurance proceeds from third-party carriers.  The proceeds were used for property restoration and remediation and reduced the insurance recovery receivable.  During the year ended December 31, 2021, we recorded a $17.5 million gain related to property insurance recovery of previously depreciated assets.  This amount was recorded in gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net.

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. As of December 31, 2021 and 2020, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $209.9 million and $219.2 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 have estimated fair values 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.

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, or COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. The COVID-19 pandemic has had a material negative impact on economic and market conditions around the world, and, notwithstanding the fact that vaccines are being administered in the United States and elsewhere, the pandemic continues to adversely impact economic activity in retail real estate. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have at times imposed measures intended to control its spread,

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Simon Property Group, L.P.

Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures.  As a result of the COVID-19 pandemic and these measures, the Company has experienced and may continue to experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments.  

11. Related Party Transactions

Transactions with Affiliates

Our management company provides office space and legal, human resource administration, property specific financing and other support services to Melvin Simon & Associates, Inc., or MSA, a related party, for which we received a fee of $0.6 million in each of 2021, 2020 and 2019. In addition, pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs, we have managed since 1993 2 shopping centers owned by entities in which David Simon and Herbert Simon have ownership interests, for which we received a fee of $3.5 million, $3.3 million, and $3.9 million in 2021, 2020, and 2019, respectively.  

Transactions with Unconsolidated Joint Ventures

As described in Note 2, our management company provides management, insurance, and other services to certain unconsolidated joint ventures.  Amounts received for such services were $102.1 million, $92.7 million, and $108.2 million in 2021, 2020, and 2019, respectively.  During 2021, 2020, and 2019, we recorded development, royalty, and other fee income, net of elimination, related to our unconsolidated international joint ventures of $12.4 million, $13.1 million, and $14.8 million, respectively.  The fees related to our international investments are included in other income in the accompanying consolidated statements of operations and comprehensive income.  Neither MSA, David Simon, or Herb Simon have an ownership interest in any of our unconsolidated joint ventures, except through their ownership interests in the Company or the Operating Partnership.

We have investments in retailers including J.C. Penney and SPARC Group, and these retailers are lessees at certain of our operating properties.  Lease income from the date of our investments in our consolidated statements of operations and comprehensive income related to these retailers was $82.5 million, $54.1 million, and $20.9 million for the years ended December 31, 2021, 2020, and 2019, respectively, net of elimination.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except share, per share, unit and per unit amounts
and where indicated as in millions or billions)

12. Quarterly Financial Data (Unaudited)

Quarterly 2021 and 2020 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2021
Total revenue	$	1,239,951	$	1,254,146	$	1,296,554	$	1,326,138
Operating income before other items		604,612		604,723		612,324		591,533
Consolidated net income		510,460		705,869		778,648		573,730
Simon Property Group, Inc.
Net income attributable to common stockholders	$	445,860	$	617,257	$	679,936	$	503,241
Net income per share — Basic and Diluted	$	1.36	$	1.88	$	2.07	$	1.53
Weighted average shares outstanding — Basic and Diluted		328,514,497		328,594,136		328,619,163		328,619,248
Simon Property Group, L.P.
Net income attributable to unitholders	$	510,085	$	706,087	$	777,740	$	575,596
Net income per unit — Basic and Diluted	$	1.36	$	1.88	$	2.07	$	1.53
Weighted average units outstanding — Basic and Diluted		375,836,653		375,875,290		375,882,318		375,872,212
2020
Total revenue (1)	$	1,353,360	$	1,062,041	$	1,060,674	$	1,131,429
Operating income before other items		654,869		450,868		404,024		462,047
Consolidated net income		505,404		290,548		168,646		312,726
Simon Property Group, Inc.
Net income attributable to common stockholders	$	437,605	$	254,213	$	145,926	$	271,483
Net income per share — Basic and Diluted	$	1.43	$	0.83	$	0.48	$	0.86
Weighted average shares outstanding — Basic and Diluted		306,504,084		305,882,326		305,913,431		316,595,345
Simon Property Group, L.P.
Net income attributable to unitholders	$	504,263	$	292,863	$	168,086	$	311,238
Net income per unit — Basic and Diluted	$	1.43	$	0.83	$	0.48	$	0.86
Weighted average units outstanding — Basic and Diluted		353,191,960		352,410,392		352,420,845		363,050,401

134

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Simon

Management's Evaluation of Disclosure Controls and Procedures

Simon maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Simon’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of Simon’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, Simon’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Simon is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2021, Simon’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, 2021 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in Simon's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Simon's internal control over financial reporting.

135

The Operating Partnership

Management's Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including Simon’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

Our management, with the participation of Simon’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Operating Partnership’s disclosure controls and procedures as of December 31, 2021. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, Simon’s principal executive and principal financial officers and effected by Simon’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment and criteria, we believe that, as of December 31, 2021, the Operating Partnership’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm

The audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2021 is set forth within Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

136

Item 9B. Other Information

During the fourth quarter of the year covered by this Annual Report on Form 10-K, the Audit Committee of Simon’s Board of Directors approved certain audit, audit-related and non-audit tax compliance and tax consulting services to be provided by Ernst & Young LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act as added by Section 202 of the Sarbanes-Oxley Act of 2002.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

Item 13. Certain Relationships and Related Transactions and Director Independence

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

Item 14.  Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the definitive proxy statement for Simon’s 2021 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP (PCAOB ID: 42), or Ernst & Young, Simon’s and the Operating Partnership’s independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.  We have incurred fees as shown below for services from Ernst & Young as Simon’s and the Operating Partnership’s independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2021 and 2020, respectively:

	2021		2020
Audit Fees (1)	$	5,444,000	$	4,707,000
Audit Related Fees (2)		4,890,000		5,068,000
Tax Fees (3)		276,000		359,000
All Other Fees		—		—

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

137

(2) Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements and due diligence services for our managed consolidated and joint venture entities and our consolidated non-managed entities.  Our share of these Audit-Related Fees was approximately 57% and 60% for the years ended 2021 and 2020, respectively.

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

138

Part IV

Item 15.  Exhibits and Financial Statement Schedules

			Page No.
(a)	(1)	Financial Statements
		The following consolidated financial statements of Simon Property Group, Inc. and Simon Property Group, L.P. are set forth in Part II, item 8.
		Reports of Independent Registered Public Accounting Firm	78
		Consolidated Financial Statements of Simon Property Group, Inc. Consolidated Balance Sheets as of December 31, 2021 and 2020	87
		Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2021, 2020 and 2019	88
		Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019	89
		Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019	90
		Consolidated Financial Statements of Simon Property Group, L.P. Consolidated Balance Sheets as of December 31, 2021 and 2020	92
		Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2021, 2020 and 2019	93
		Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019	94
		Consolidated Statements of Equity for the years ended December 31, 2021, 2020 and 2019	95
		Notes to Consolidated Financial Statements	97
	(2)	Financial Statement Schedule
		Simon Property Group, Inc. and Simon Property Group, L.P. Schedule III — Schedule of Real Estate and Accumulated Depreciation	147
		Notes to Schedule III	153
		Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
	(3)	Exhibits
		The Exhibit Index attached hereto is hereby incorporated by reference to this Item.	140

Item 16.  Form 10-K Summary

None.

139

EXHIBIT INDEX

Exhibits
2.1		Separation and Distribution Agreement by and among Simon Property Group, Inc., Simon Property Group, L.P., Washington Prime Group Inc. and Washington Prime Group, L.P., dated as of May 27, 2014 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 29, 2014).
2.2		Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020, by and among the Taubman Parties and the Simon Parties (incorporated by reference to exhibit 2.1 of Simon Property Group Inc.’s and Simon Property Group L.P.’s Current Report on Form 8-K filed on November 16, 2020).
3.1		Restated Certificate of Incorporation of Simon Property Group, Inc. (incorporated by reference to Appendix A of Simon Property Group, Inc.’s Proxy Statement on Schedule 14A filed March 27, 2009).
3.2		Amended and Restated By-Laws of Simon Property Group, Inc. as adopted on March 20, 2017 (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.���s Current Report on Form 8-K filed March 24, 2017).
3.3		Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 20, 2004).
3.4		Certificate of Designation of Series A Junior Participating Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 15, 2014).
3.5		Second Amended and Restated Certificate of Limited Partnership of the Limited Partnership (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 31, 2003).
3.6		Eighth Amended and Restated Limited Partnership Agreement of Simon Property Group, L.P. dated as of May 8, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 9, 2008).
3.7		Certificate of Designation of Series B Junior Participating Redeemable Preferred Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 3.1 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed August 8, 2014).
3.8		Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated March 7, 2007, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to Form S-3/A of Simon Property Group, L.P. on November 20, 1996 (incorporated by reference to Exhibit 3.4 of Simon Property Group, L.P.'s Annual Report on Form 10-K filed March 16, 2007).
3.9		Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred Units (incorporated by reference to Exhibit 3.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 8, 2009).
4.1	(a)	Indenture, dated as of November 26, 1996, by and among Simon Property Group, L.P. and The Chase Manhattan Bank, as trustee (incorporated by reference to Exhibit 4.1 of Simon Property Group, L.P.'s Registration Statement on Form S-3 filed October 21, 1996 (Reg. No. 333-11491)).
4.2		Description of Each Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
9.1		Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between Melvin Simon & Associates, Inc., on the one hand and Melvin Simon, Herbert Simon and David Simon on the other hand (incorporated by reference to Exhibit 9.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).
9.2		Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 10, 2004).

140

Exhibits
10.1	Form of the Indemnity Agreement between Simon Property Group, Inc. and its directors and officers (incorporated by reference to Exhibit 10.7 of Simon Property Group, Inc.’s Form S-4 filed August 13, 1998 (Reg. No. 333-61399)).
10.2	Registration Rights Agreement, dated as of September 24, 1998, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed October 9, 1998).
10.3	Registration Rights Agreement, dated as of August 27, 1999, by and among Simon Property Group, Inc. and the persons named therein (incorporated by reference to Exhibit 4.4 of the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).
10.4	Registration Rights Agreement, dated as of November 14, 1997, by and between O’Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 of the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).
10.5*	Simon Property Group, L.P. Amended and Restated 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 10, 2014).
10.6*	Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).
10.7*	Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2007).
10.8*	Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed March 16, 2005).
10.9*	Employment Agreement between Simon Property Group, Inc. and David Simon effective as of July 6, 2011 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).
10.10*	First Amendment to Employment Agreement between Simon Property Group, Inc. and David Simon, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).
10.11*	Non-Qualified Deferred Compensation Plan dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).
10.12*	Amendment — 2008 Performance Based-Restricted Stock Agreement dated as of March 6, 2009 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed November 5, 2009).
10.13*	Certificate of Designation of Series 2010 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.'s Current Report on Form 8-K filed March 19, 2010).
10.14*	Form of Series 2010 LTIP Unit (Three Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).
10.15*	Form of Series 2010 LTIP Unit (Two Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).
10.16*	Form of Series 2010 LTIP Unit (One Year Program) Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed March 19, 2010).

141

Exhibits
10.17*	Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).
10.18*	Simon Property Group Series CEO LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).
10.19*	First Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement dated as of December 22, 2011 (incorporated by reference to Exhibit 10.24 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 28, 2012).
10.20*	Second Amendment to Simon Property Group Series CEO LTIP Unit Award Agreement, dated as of March 29, 2013 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).
10.21*	Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement, dated as of December 31, 2013 (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed January 2, 2014).
10.22*	Certificate of Designation of Series 2011 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, Inc.'s Current Report on Form 8-K filed July 7, 2011).
10.23*	Form of Simon Property Group Series 2011 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.6 of Simon Property Group, Inc.’s Current Report on Form 8-K filed July 7, 2011).
10.24*	Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 11, 2012).
10.25*	Amended and Restated Certificate of Designation of Series 2012 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.5 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).
10.26*	Form of Simon Property Group Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 8, 2012).
10.27*	Simon Property Group Amended and Restated Series 2012 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).
10.28*	Certificate of Designation of Series 2013 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 10, 2013).
10.29*	Form of Simon Property Group Series 2013 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 4, 2013).
10.30*	Form of Simon Property Group Executive Officer LTIP Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).
10.31*	Simon Property Group CEO LTIP Unit Adjustment Waiver, dated April 18, 2014 (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Current Report on Form 8-K filed April 28, 2014).
10.32*	Form of Simon Property Group Series 2014 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q filed May 7, 2014).
10.33*	Certificate of Designation of Series 2014 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q filed May 7, 2014).
10.34	Amended and Restated $2,750,000,000 Credit Agreement dated as of March 2, 2015 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.’s Current Report on Form 8-K filed March 3, 2015).

142

Exhibits
10.35*	Form of Simon Property Group Series 2015 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).
10.36*	Certificate of Designation of Series 2015 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.4 of Simon Property Group, L.P.'s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2015 filed on January 13, 2016).
10.37*	Form of Simon Property Group Series 2016 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).
10.38*	Form of Certificate of Designation of Series 2016 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 5, 2016).
10.39	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 6, 2016 (incorporated by reference to Exhibit 10.1 of Simon Property Group, L.P.’s Current Report on Form 8-K filed April 7, 2016).
10.40	Amended and Restated $4,000,000,000 Credit Agreement, dated as of March 17, 2017 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed March 20, 2017).
10.41	Amended and Restated $3,500,000,000 Credit Agreement, dated as of February 15, 2018 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed February 15, 2018).
10.42*	Form of Simon Property Group Series 2018 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).
10.43*	Form of Certificate of Designation of Series 2018 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 filed on May 3, 2018).
10.44*	Simon Property Group, L.P. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s Current Report on Form 8-K filed May 8, 2019).
10.45*	Form of Simon Property Group Series 2019 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).
10.46*	Form of Certificate of Designation of Series 2019 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.3 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 7, 2019).
10.47	Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of March 16, 2020 (incorporated by reference to Exhibit 99.2 of Simon Property Group Inc.’s and Simon Property Group, L.P.’s Current Report on Form 8-K filed March 16, 2020).
10.48*	Form of Restricted Stock Unit Agreement under Simon Property Group, L.P. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.48 of Simon Property Group, Inc.’s Annual Report on Form 10-K filed February 25, 2021).
10.49*	Form of Simon Property Group Series 2021 LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021).
10.50*	Form of Certificate of Designation of Series 2021 LTIP Units of Simon Property Group, L.P. (incorporated by reference to Exhibit 10.2 of Simon Property Group, Inc.’s and Simon Property Group, L.P.’s  Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 10, 2021).

143

Exhibits
10.51	Second Amended and Restated $3,500,000,000 Credit Agreement dated as of October 26, 2021 (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.’s Current Report on Form 8-K filed October 28, 2021).
10.52	Amendment No. 1 to Second Amended and Restated $6,000,000,000 Credit Agreement, dated as of November 4, 2021.
21.1	List of Subsidiaries of Simon Property Group Inc. and Simon Property Group, L.P.
23.1	Simon Property Group, Inc. — Consent of Ernst & Young LLP.
23.2	Simon Property Group, L.P. — Consent of Ernst & Young LLP.
31.1	Simon Property Group, Inc. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Simon Property Group, Inc. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Simon Property Group, L.P. — Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4	Simon Property Group, L.P. — Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Simon Property Group, Inc. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Simon Property Group, L.P. — Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

(a)    Does not include supplemental indentures that authorize the issuance of debt securities series, none of which exceeds 10% of the total assets of Simon Property Group, L.P. on a consolidated basis. Simon Property Group, L.P. agrees to file copies of any such supplemental indentures upon the request of the Commission.

*        Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

144

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIMON PROPERTY GROUP, INC.
By	/s/ DAVID SIMON
	David Simon
	Chairman of the Board of Directors, Chief
	Executive Officer and President
	Date: February 24, 2022
	SIMON PROPERTY GROUP, L.P.
	/s/ DAVID SIMON
	David Simon
	Chairman of the Board of Directors, Chief Executive Officer and President of Simon Property Group, Inc., General Partner
	Date: February 24, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Simon Property Group, Inc., for itself and in its capacity as General Partner of Simon Property Group, L.P., and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ DAVID SIMON	Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President	February 24, 2022
David Simon
/s/ HERBERT SIMON	Chairman Emeritus and Director	February 24, 2022
Herbert Simon
/s/ RICHARD S. SOKOLOV	Vice Chairman and Director	February 24, 2022
Richard S. Sokolov
/s/ LARRY C. GLASSCOCK	Director	February 24, 2022
Larry C. Glasscock
/s/ REUBEN S. LEIBOWITZ	Director	February 24, 2022
Reuben S. Leibowitz
/s/ J. ALBERT SMITH, JR.	Director	February 24, 2022
J. Albert Smith, Jr.
/s/ KAREN N. HORN	Director	February 24, 2022
Karen N. Horn
/s/ ALLAN HUBBARD	Director	February 24, 2022
Allan Hubbard
/s/ DANIEL C. SMITH	Director	February 24, 2022
Daniel C. Smith

145

Signature	Capacity	Date
/s/ GARY M. RODKIN	Director	February 24, 2022
Gary M. Rodkin
/s/ GLYN F. AEPPEL	Director	February 24, 2022
Glyn F. Aeppel
/s/ STEFAN M. SELIG	Director	February 24, 2022
Stefan M. Selig
/s/ MARTA R. STEWART	Director	February 24, 2022
Marta R. Stewart
/s/ PEGGY F. ROE	Director	February 24, 2022
Peggy F. Roe
/s/ BRIAN J. MCDADE	Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer	February 24, 2022
Brian J. McDade
/s/ ADAM J. REUILLE	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 24, 2022
Adam J. Reuille

146

SCHEDULE III

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
Malls
Barton Creek Square	Austin, TX	$	—	$	2,903	$	20,929	$	7,983	$	93,731	$	10,886	$	114,660	$	125,546	$	67,339	1981
Battlefield Mall	Springfield, MO		—		3,919		27,231		3,000		73,269		6,919		100,500		107,419		74,823	1970
Bay Park Square	Green Bay, WI		—		6,278		25,623		4,106		30,901		10,384		56,524		66,907		34,368	1980
Brea Mall	Brea (Los Angeles), CA		—		39,500		209,202		2,993		81,393		42,493		290,595		333,088		166,527	1998	(4)
Broadway Square	Tyler, TX		—		11,306		32,431		—		52,984		11,306		85,415		96,721		43,517	1994	(4)
Burlington Mall	Burlington (Boston), MA		—		46,600		303,618		27,458		260,644		74,058		564,262		638,320		263,024	1998	(4)
Castleton Square	Indianapolis, IN		—		26,250		98,287		7,434		78,851		33,684		177,138		210,822		125,790	1972
Cielo Vista Mall	El Paso, TX		—		1,005		15,262		608		54,450		1,613		69,712		71,325		50,865	1974
College Mall	Bloomington, IN		—		1,003		16,245		720		70,036		1,723		86,281		88,004		49,845	1965
Columbia Center	Kennewick, WA		—		17,441		66,580		—		43,135		17,441		109,715		127,156		67,064	1987
Copley Place	Boston, MA		—		—		378,045		—		200,624		—		578,669		578,669		271,506	2002	(4)
Coral Square	Coral Springs (Miami), FL		—		13,556		93,630		—		20,187		13,556		113,817		127,373		91,266	1984
Cordova Mall	Pensacola, FL		—		18,626		73,091		7,321		70,907		25,947		143,998		169,945		84,955	1998	(4)
Domain, The	Austin, TX		210,000		40,436		197,010		—		155,117		40,436		352,127		392,563		186,040	2005
Empire Mall	Sioux Falls, SD		180,452		35,998		192,186		—		32,637		35,998		224,823		260,821		76,189	1998	(5)
Fashion Mall at Keystone, The	Indianapolis, IN		—		—		120,579		29,145		111,089		29,145		231,668		260,813		139,363	1997	(4)
Firewheel Town Center	Garland (Dallas), TX		—		8,438		82,716		—		29,889		8,438		112,605		121,043		67,382	2004
Forum Shops at Caesars, The	Las Vegas, NV		—		—		276,567		—		285,180		—		561,747		561,747		316,592	1992
Greenwood Park Mall	Greenwood (Indianapolis), IN		—		2,423		23,445		5,253		124,482		7,676		147,927		155,603		95,160	1979
Haywood Mall	Greenville, SC		—		11,585		133,893		6		42,034		11,591		175,927		187,518		117,494	1998	(4)
King of Prussia	King of Prussia (Philadelphia), PA		—		175,063		1,128,200		—		383,148		175,063		1,511,348		1,686,411		513,981	2003	(5)
La Plaza Mall (13)	McAllen, TX		—		87,912		9,828		6,569		188,482		94,481		198,310		292,791		58,002	1976
Lakeline Mall	Cedar Park (Austin), TX		—		10,088		81,568		14		24,446		10,102		106,014		116,116		67,646	1995
Lenox Square	Atlanta, GA		—		37,447		492,411		—		142,110		37,447		634,521		671,968		390,709	1998	(4)
Livingston Mall	Livingston (New York), NJ		—		22,214		105,250		—		47,600		22,214		152,850		175,064		100,502	1998	(4)
Mall of Georgia	Buford (Atlanta), GA		—		47,492		326,633		—		13,980		47,492		340,613		388,105		207,009	1999	(5)
McCain Mall	N. Little Rock, AR		—		—		9,515		10,142		28,634		10,142		38,149		48,290		18,749	1973
Menlo Park Mall	Edison (New York), NJ		—		65,684		223,252		—		88,717		65,684		311,969		377,653		199,039	1997	(4)
Midland Park Mall	Midland, TX		—		687		9,213		1,196		42,037		1,883		51,250		53,133		23,361	1980
Miller Hill Mall	Duluth, MN		—		2,965		18,092		1,811		43,110		4,776		61,202		65,978		46,574	1973
North East Mall	Hurst (Dallas), TX		—		128		12,966		19,010		143,969		19,138		156,935		176,073		120,393	1971
Ocean County Mall	Toms River (New York), NJ		—		20,404		124,945		3,277		87,686		23,681		212,631		236,312		108,360	1998	(4)
Orland Square	Orland Park (Chicago), IL		—		35,439		129,906		—		78,380		35,439		208,286		243,725		123,882	1997	(4)

147

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
Oxford Valley Mall	Langhorne (Philadelphia), PA		32,783		20,872		100,287		—		20,040		20,872		120,327		141,199		87,416	2003	(4)
Penn Square Mall	Oklahoma City, OK		310,000		2,043		155,958		—		60,572		2,043		216,530		218,573		143,182	2002	(4)
Pheasant Lane Mall	Nashua, NH		—		3,902		155,068		550		49,963		4,452		205,031		209,483		122,652	2004	(5)
Phipps Plaza	Atlanta, GA		—		15,005		210,610		—		276,793		15,005		487,403		502,408		180,970	1998	(4)
Plaza Carolina	Carolina (San Juan), PR		225,000		15,493		279,560		—		79,328		15,493		358,888		374,381		182,915	2004	(4)
Prien Lake Mall	Lake Charles, LA		—		1,842		2,813		3,053		71,722		4,895		74,535		79,430		29,705	1972
Rockaway Townsquare	Rockaway (New York), NJ		—		41,918		212,257		—		71,558		41,918		283,815		325,733		168,749	1998	(4)
Roosevelt Field	Garden City (New York), NY		—		163,160		702,008		1,246		372,918		164,406		1,074,926		1,239,332		567,080	1998	(4)
Ross Park Mall	Pittsburgh, PA	$	—	$	23,541	$	90,203	$	5,815	$	123,154	$	29,356	$	213,357	$	242,713	$	137,717	1986
Santa Rosa Plaza	Santa Rosa, CA		—		10,400		87,864		—		27,226		10,400		115,090		125,490		70,604	1998	(4)
Shops at Chestnut Hill, The	Chestnut Hill (Boston), MA		120,000		449		25,102		38,864		106,768		39,313		131,871		171,184		48,064	2002	(5)
Shops at Nanuet, The	Nanuet, NY		—		28,125		142,860		—		8,778		28,125		151,638		179,763		47,385	2013
Shops at Riverside, The	Hackensack (New York), NJ		—		13,521		238,746		—		265,172		13,521		503,918		517,439		117,769	2007	(4) (5)
South Hills Village	Pittsburgh, PA		—		23,445		125,840		1,472		84,426		24,917		210,266		235,183		114,736	1997	(4)
South Shore Plaza	Braintree (Boston), MA		—		101,200		301,495		—		164,885		101,200		466,380		567,580		281,716	1998	(4)
Southdale Mall	Edina (Minneapolis), MN		—		41,430		184,967		—		81,994		41,430		266,961		308,391		73,542	2007	(4) (5)
SouthPark	Charlotte, NC		—		42,092		188,055		100		208,086		42,192		396,141		438,333		236,456	2002	(4)
St. Charles Towne Center	Waldorf (Washington, DC), MD		—		7,710		52,934		1,180		27,286		8,890		80,220		89,110		62,210	1990
Stanford Shopping Center	Palo Alto (San Jose), CA		—		—		339,537		—		194,716		—		534,253		534,253		229,236	2003	(4)
Summit Mall	Akron, OH		85,000		15,374		51,137		—		55,450		15,374		106,587		121,961		68,650	1965
Tacoma Mall	Tacoma (Seattle), WA		—		37,113		125,826		—		173,286		37,113		299,112		336,225		154,263	1987
Tippecanoe Mall	Lafayette, IN		—		2,897		8,439		5,517		46,663		8,414		55,102		63,516		45,141	1973
Town Center at Boca Raton	Boca Raton (Miami), FL		—		64,200		307,317		—		245,850		64,200		553,167		617,367		325,402	1998	(4)
Towne East Square	Wichita, KS		—		8,024		18,479		4,108		56,584		12,132		75,063		87,195		47,791	1975
Treasure Coast Square	Jensen Beach, FL		—		11,124		72,990		3,067		39,325		14,191		112,315		126,506		79,344	1987
Tyrone Square	St. Petersburg (Tampa), FL		—		15,638		120,962		1,459		50,233		17,097		171,195		188,292		117,286	1972
University Park Mall	Mishawaka, IN		—		10,762		118,164		7,000		58,155		17,762		176,319		194,081		148,669	1996	(4)
Walt Whitman Shops	Huntington Station (New York), NY		—		51,700		111,258		3,789		130,566		55,489		241,824		297,313		138,124	1998	(4)
White Oaks Mall	Springfield, IL		42,594		2,907		35,692		2,468		65,150		5,375		100,842		106,217		61,714	1977
Wolfchase Galleria	Memphis, TN		155,152		16,407		128,276		—		17,244		16,407		145,520		161,927		102,290	2002	(4)
Woodland Hills Mall	Tulsa, OK		—		34,211		187,123		—		36,573		34,211		223,696		257,907		152,940	2004	(5)

148

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
Premium Outlets
Albertville Premium Outlets	Albertville (Minneapolis), MN		—		3,900		97,059		—		10,069		3,900		107,128		111,028		56,242	2004	(4)
Allen Premium Outlets	Allen (Dallas), TX		—		20,932		69,788		—		44,770		20,932		114,558		135,490		39,846	2004	(4)
Aurora Farms Premium Outlets	Aurora (Cleveland), OH		—		2,370		24,326		—		9,045		2,370		33,371		35,741		25,244	2004	(4)
Birch Run Premium Outlets	Birch Run (Detroit), MI		123,000		11,477		77,856		—		8,978		11,477		86,834		98,311		40,083	2010	(4)
Camarillo Premium Outlets	Camarillo (Los Angeles), CA		—		16,599		224,721		395		73,858		16,994		298,579		315,572		155,743	2004	(4)
Carlsbad Premium Outlets	Carlsbad (San Diego), CA		—		12,890		184,990		96		10,584		12,986		195,574		208,560		93,869	2004	(4)
Carolina Premium Outlets	Smithfield (Raleigh), NC		—		3,175		59,863		5,311		7,682		8,486		67,545		76,031		39,192	2004	(4)
Chicago Premium Outlets	Aurora (Chicago), IL		—		659		118,005		13,050		96,798		13,709		214,803		228,512		89,810	2004	(4)
Cincinnati Premium Outlets	Monroe (Cincinnati), OH		—		14,117		71,520		—		3,367		14,117		74,887		89,004		38,032	2008
Clinton Crossing Premium Outlets	Clinton, CT		—		2,060		107,556		1,532		6,730		3,592		114,286		117,878		64,861	2004	(4)
Denver Premium Outlets	Thornton (Denver), CO		—		11,001		45,335		10		73,657		11,011		118,992		130,003		18,076	2018
Desert Hills Premium Outlets	Cabazon (Palm Springs), CA		—		3,440		338,679		—		116,191		3,440		454,870		458,310		200,331	2004	(4)
Ellenton Premium Outlets	Ellenton (Tampa), FL		178,000		15,807		182,412		—		8,034		15,807		190,446		206,253		116,060	2010	(4)
Folsom Premium Outlets	Folsom (Sacramento), CA		—		9,060		50,281		—		5,956		9,060		56,237		65,297		34,092	2004	(4)
Gilroy Premium Outlets	Gilroy (San Jose), CA		—		9,630		194,122		—		16,955		9,630		211,077		220,707		109,942	2004	(4)
Grand Prairie Premium Outlets	Grand Prairie (Dallas), TX		—		9,497		194,245		—		1,330		9,497		195,575		205,072		61,119	2012
Grove City Premium Outlets	Grove City (Pittsburgh), PA		140,000		6,421		121,880		—		8,365		6,421		130,245		136,666		78,970	2010	(4)
Gulfport Premium Outlets	Gulfport, MS	$	50,000	$	—	$	27,949	$	—	$	7,694	$	—	$	35,643	$	35,643	$	19,001	2010	(4)
Hagerstown Premium Outlets	Hagerstown (Baltimore/Washington, DC), MD		71,901		3,576		85,883		—		1,973		3,576		87,856		91,432		42,753	2010	(4)
Houston Premium Outlets	Cypress (Houston), TX		—		8,695		69,350		—		44,528		8,695		113,878		122,573		58,104	2007

149

Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
Indiana Premium Outlets	Edinburgh (Indianapolis), IN		—		2,857		47,309		—		20,544		2,857		67,853		70,710		38,049	2004	(4)
Jackson Premium Outlets	Jackson (New York), NJ		—		6,413		104,013		3		8,245		6,416		112,258		118,674		55,053	2004	(4)
Jersey Shore Premium Outlets	Tinton Falls (New York), NJ		—		15,390		50,979		—		78,779		15,390		129,758		145,148		70,019	2007
Johnson Creek Premium Outlets	Johnson Creek, WI		—		2,800		39,546		—		7,221		2,800		46,767		49,567		24,617	2004	(4)
Kittery Premium Outlets	Kittery, ME		—		11,832		94,994		—		11,059		11,832		106,053		117,885		49,905	2004	(4)
Las Americas Premium Outlets	San Diego, CA		—		45,168		251,878		—		11,203		45,168		263,081		308,249		110,122	2007	(4)
Las Vegas North Premium Outlets	Las Vegas, NV		—		25,435		134,973		16,536		151,229		41,971		286,202		328,173		141,918	2004	(4)
Las Vegas South Premium Outlets	Las Vegas, NV		—		13,085		160,777		—		32,579		13,085		193,356		206,441		92,359	2004	(4)
Lee Premium Outlets	Lee, MA		48,604		9,167		52,212		—		4,213		9,167		56,425		65,592		32,727	2010	(4)
Leesburg Corner Premium Outlets	Leesburg (Washington, DC), VA		—		7,190		162,023		—		21,692		7,190		183,715		190,905		92,572	2004	(4)
Lighthouse Place Premium Outlets	Michigan City (Chicago, IL), IN		—		6,630		94,138		—		13,130		6,630		107,268		113,898		61,728	2004	(4)
Merrimack Premium Outlets	Merrimack, NH		—		14,975		118,428		—		2,501		14,975		120,929		135,904		47,885	2012
Napa Premium Outlets	Napa, CA		—		11,400		45,023		—		7,418		11,400		52,441		63,841		29,189	2004	(4)
North Bend Premium Outlets	North Bend (Seattle), WA		—		2,143		36,197		—		5,281		2,143		41,478		43,621		20,845	2004	(4)
North Georgia Premium Outlets	Dawsonville (Atlanta), GA		—		4,300		137,020		—		1,877		4,300		138,897		143,197		69,520	2004	(4)
Orlando International Premium Outlets	Orlando, FL		—		31,998		472,815		—		17,633		31,998		490,448		522,446		198,096	2010	(4)
Orlando Vineland Premium Outlets	Orlando, FL		—		14,040		382,949		36,023		25,087		50,063		408,036		458,099		190,674	2004	(4)
Petaluma Village Premium Outlets	Petaluma (San Francisco), CA		—		13,322		13,710		—		3,632		13,322		17,342		30,664		11,293	2004	(4)
Philadelphia Premium Outlets	Limerick (Philadelphia), PA		—		16,676		105,249		—		25,050		16,676		130,299		146,975		77,436	2006
Phoenix Premium Outlets	Chandler (Phoenix), AZ		—		—		63,082		—		485		—		63,567		63,567		26,526	2013
Pismo Beach Premium Outlets	Pismo Beach, CA		32,975		4,317		19,044		—		2,833		4,317		21,877		26,194		14,177	2010	(4)
Pleasant Prairie Premium Outlets	Pleasant Prairie (Chicago, IL/Milwaukee), WI		145,000		16,823		126,686		—		8,524		16,823		135,210		152,033		60,263	2010	(4)
Puerto Rico Premium Outlets	Barceloneta, PR		160,000		20,586		114,021		—		8,467		20,586		122,488		143,074		55,420	2010	(4)
Queenstown Premium Outlets	Queenstown (Baltimore), MD		57,928		8,129		61,950		—		5,000		8,129		66,950		75,079		31,396	2010	(4)

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Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
Rio Grande Valley Premium Outlets	Mercedes (McAllen), TX		—		12,229		41,547		—		28,036		12,229		69,583		81,812		43,037	2005
Round Rock Premium Outlets	Round Rock (Austin), TX		—		13,485		82,252		—		5,259		13,485		87,511		100,995		55,956	2005
San Francisco Premium Outlets	Livermore (San Francisco), CA		—		21,925		308,694		46,176		75,532		68,102		384,226		452,328		110,323	2012
San Marcos Premium Outlets	San Marcos (Austin/San Antonio), TX		—		13,180		287,179		—		14,047		13,180		301,226		314,406		125,685	2010	(4)
Seattle Premium Outlets	Tulalip (Seattle), WA		—		—		103,722		—		55,323		—		159,045		159,045		81,104	2004	(4)
St. Augustine Premium Outlets	St. Augustine (Jacksonville), FL		—		6,090		57,670		2		13,850		6,092		71,520		77,612		39,632	2004	(4)
Tampa Premium Outlets	Lutz (Tampa), FL		—		14,298		97,188		121		5,911		14,419		103,099		117,518		27,571	2015
The Crossings Premium Outlets	Tannersville, PA	$	—	$	7,720	$	172,931	$	—	$	19,407	$	7,720	$	192,338	$	200,058	$	93,873	2004	(4)
Tucson Premium Outlets	Marana (Tucson), AZ		—		12,508		69,677		—		5,649		12,508		75,326		87,834		19,786	2015
Vacaville Premium Outlets	Vacaville, CA		—		9,420		84,850		—		18,490		9,420		103,340		112,760		58,544	2004	(4)
Waikele Premium Outlets	Waipahu (Honolulu), HI		—		22,630		77,316		—		19,863		22,630		97,179		119,809		50,647	2004	(4)
Waterloo Premium Outlets	Waterloo, NY		—		3,230		75,277		—		14,620		3,230		89,897		93,127		49,967	2004	(4)
Williamsburg Premium Outlets	Williamsburg, VA		185,000		10,323		223,789		—		8,947		10,323		232,736		243,059		95,160	2010	(4)
Woodburn Premium Outlets	Woodburn (Portland), OR		—		9,414		150,414		—		2,987		9,414		153,401		162,815		50,987	2013	(4)
Woodbury Common Premium Outlets	Central Valley (New York), NY		—		11,010		862,559		1,771		270,451		12,781		1,133,010		1,145,790		480,423	2004	(4)
Wrentham Village Premium Outlets	Wrentham (Boston), MA		—		4,900		282,031		—		49,664		4,900		331,695		336,595		155,589	2004	(4)
The Mills
Arizona Mills	Tempe (Phoenix), AZ		99,682		41,285		297,289		—		15,079		41,285		312,368		353,653		85,269	2007	(4) (5)
Great Mall	Milpitas (San Jose), CA		—		69,853		463,101		—		60,466		69,853		523,567		593,420		175,704	2007	(4) (5)
Gurnee Mills	Gurnee (Chicago), IL		257,710		41,133		297,911		—		31,134		41,133		329,045		370,178		113,342	2007	(4) (5)
Mills at Jersey Gardens, The	Elizabeth, NJ		—		120,417		865,605		—		14,991		120,417		880,596		1,001,013		229,102	2015	(4)
Opry Mills	Nashville, TN		375,000		51,000		327,503		—		16,927		51,000		344,430		395,430		112,976	2007	(4) (5)
Outlets at Orange, The	Orange (Los Angeles), CA		215,000		64,973		211,322		—		3,544		64,973		214,866		279,840		25,872	2007	(4) (5)
Potomac Mills	Woodbridge (Washington, DC), VA		416,000		61,608		425,370		—		40,194		61,608		465,564		527,172		165,137	2007	(4) (5)
Sawgrass Mills	Sunrise (Miami), FL		—		192,981		1,641,153		5,395		227,774		198,376		1,868,927		2,067,302		592,984	2007	(4) (5)
Designer Outlets

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Simon Property Group, Inc.

Simon Property Group, L.P.

Real Estate and Accumulated Depreciation

December 31, 2021

(Dollars in thousands)

								Cost Capitalized
								Subsequent to				Gross Amounts At Which								Date of
				Initial Cost (3)				Acquisition (3)				Carried At Close of Period								Construction
						Buildings and				Buildings and				Buildings and				Accumulated		or
Name	Location	Encumbrances (6)		Land		Improvements		Land		Improvements		Land		Improvements		Total (1)		Depreciation (2)		Acquisition
La Reggia Designer Outlet	Marcianise (Naples), Italy		148,397		37,220		233,179		—		34,674		37,220		267,853		305,073		60,272	2013	(4) (5) (7)
Noventa Di Piave Designer Outlet	Venice, Italy		314,876		38,793		309,283		—		73,479		38,793		382,762		421,555		77,400	2013	(4) (5) (7)
Ochtrup Designer Outlet	Ochtrup, Germany		56,715		11,770		99,221		—		—		11,770		99,221		110,991		7,188	2016	(4) (5) (7)
Parndorf Designer Outlet	Vienna, Austria		208,273		14,903		223,156		—		4,924		14,903		228,080		242,983		59,149	2013	(4) (5) (7)
Provence Designer Outlet	Provence, France		92,899		41,321		78,279		6,169		—		47,490		78,279		125,769		30,462	2017	(4) (5) (7)
Roermond Designer Outlet	Roermond, Netherlands		260,891		15,035		400,094		—		16,700		15,035		416,794		431,829		110,259	2013	(4) (5) (7)
Roosendaal Designer Outlet	Roosendaal, Netherlands		65,105		22,191		108,069		—		6,917		22,191		114,986		137,178		28,406	2017	(4) (5) (7)
Lifestyle Centers
ABQ Uptown	Albuquerque, NM		—		6,374		75,333		4,054		7,572		10,428		82,905		93,333		32,112	2011	(4)
Northgate Station	Seattle, WA		—		23,610		115,992		11,947		81,738		35,557		197,730		233,286		55,568	1987
University Park Village	Fort Worth, TX		53,408		18,031		100,523		—		8,245		18,031		108,768		126,799		26,205	2015	(4)
Other Properties
Calhoun Marketplace	Calhoun, GA	$	17,552	$	1,745	$	12,529	$	—	$	2,188	$	1,745	$	14,717	$	16,462	$	10,845	2010	(4)
Florida Keys Outlet Center	Florida City, FL		17,000		1,112		1,748		—		4,735		1,112		6,483		7,595		3,976	2010	(4)
Gaffney Marketplace	Gaffney (Greenville/Charlotte), SC		28,352		4,056		32,371		—		5,785		4,056		38,156		42,212		22,623	2010	(4)
Orlando Outlet Marketplace	Orlando, FL		—		3,367		1,557		—		3,726		3,367		5,283		8,650		3,164	2010	(4)
Osage Beach Marketplace	Osage Beach, MO		—		1,397		8,874		—		—		1,397		8,874		10,272		1,364	2004	(4)
Southridge Mall	Greendale (Milwaukee), WI		112,087		12,359		130,111		1,939		12,244		14,298		142,355		156,653		58,663	2007	(4) (5)
Other pre-development costs			73,854		102,451		259,687		959		—		103,410		259,687		363,097		78
Other			—		3,537		133,632		31		—		3,568		133,632		137,201		17,798
Currency Translation Adjustment			—		5,940		11,216		—		36,025		5,940		47,242		53,182		(33,934)
		$	5,366,190	$	3,270,099	$	25,016,217	$	369,254	$	8,841,645	$	3,639,353	$	33,857,863	$	37,497,216	$	15,304,461

152

Simon Property Group, Inc.

Simon Property Group, L.P.

Notes to Schedule III as of December 31, 2021

(Dollars in thousands)

(1) Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2021, 2020, and 2019 are as follows:

	2021		2020		2019
Balance, beginning of year	$	37,608,638	$	37,356,739	$	36,667,960
Acquisitions and consolidations (7)		121,250		—		40,990
Improvements		569,483		401,202		899,728
Disposals and deconsolidations		(655,482)		(320,328)		(219,268)
Currency Translation Adjustment		(146,673)		171,025		(32,671)
Balance, close of year	$	37,497,216	$	37,608,638	$	37,356,739

The unaudited aggregate cost of domestic consolidated real estate assets for U.S. federal income tax purposes as of December 31, 2021 was $20,725,472.

(2) Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2021, 2020, and 2019 are as follows:

	2021		2020		2019
Balance, beginning of year	$	14,592,867	$	13,622,433	$	12,632,690
Depreciation expense (7)		1,083,705		1,226,611		1,176,815
Disposals and deconsolidations		(403,582)		(236,123)		(194,664)
Currency Translation Adjustment		31,471		(20,054)		7,592
Balance, close of year	$	15,304,461	$	14,592,867	$	13,622,433

Depreciation of our investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as noted below.

● Buildings and Improvements — typically 10-35 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.

● Tenant Allowances and Improvements — shorter of lease term or useful life.

(3) Initial cost generally represents net book value at December 20, 1993, except for acquired properties and new developments after December 20, 1993. Initial cost also includes any new developments that are opened during the current year. Costs of disposals and impairments of property are first reflected as a reduction to cost capitalized subsequent to acquisition.

(4) Not developed/constructed by us or our predecessors. The date of construction represents the initial acquisition date for assets in which we have acquired multiple interests.

(5) Initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting.

(6) Encumbrances represent face amount of mortgage debt and exclude any premiums or discounts and deferred financing costs.

(7) Represents the original cost and does not include subsequent currency translation adjustments.

153