Simon Property Group, Inc. (SPG, NYSE)
Industry: REIT - Retail
Annual report, fiscal year 2022


## SIMON \( ^{®} $ 
2022 ANNUAL REPORT



## LIVE
WORK
PLAY
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SHOP






## CONTENTS

From the Chairman, CEO & President
Financial Highlights
Investment Highlights
Board of Directors & Management

10-K 1
Management’s Discussion & Analysis 59
Financial Statements 79






Dear Fellow
Shareholders,



David Simon
Chairman, Chief Executive
Officer & President

$5.3 Billion
Consolidated Revenue

$4.5 Billion
FFO

$6.1 Billion

Beneficial Interest of Combined NOI

$2.6 Billion
Cash Dividends Paid
I am really pleased with our 2022 results and how we have positioned Simon Property Group (“SPG,” “Simon” or the “Company”) for future prosperity. We have fully bounced back from the toll of the COVID-19 pandemic. Retailer demand is strong. Our properties are getting better, excess supply is leaving the landscape, and e-commerce growth has decelerated as retailers acknowledge that it is simply not as profitable as physical stores (omnichannel is a must for retailers with a major emphasis on stores assuming profitability is a priority). This is leading to growth in our property cash flow. Importantly, we have proven on many fronts that our Company can handle adversity and bumps in the road. With that said, our well-located properties (whether enclosed or not) continue to lead the retail scene because they are properly maintained, leased and reinvigorated. Contrary to what the pundits have said, top malls have endured the growth of Walmart/Target, lifestyle centers, power centers, the proliferation of strip centers, e-commerce, retailer bankruptcies and the shut-down from the pandemic to name just a few. Don’t be discouraged by this at all, instead be comforted that our great malls have prospered in this ever-changing operating environment.

Over the last 30 years, our portfolio has not only grown in the number of malls we own, but also in other forms of complementary retail real estate, including our Premium Outlets \( ^{®} \) , The Mills \( ^{®} \)  and our international business. Our scale and our quality have dramatically increased. We augmented our real estate with our fifth platform that includes opportunistic investments in leading companies and brands involved in retail operations, intellectual property assets and licensing, e-commerce marketplaces and recently, the asset and investment management businesses. The combination of our understanding of the evolving needs of the consumer and retailers, our access to capital and our thoughtful and flexible strategy has allowed us to construct a unique portfolio of thriving companies and property assets. Our growth over the years has clearly reinforced the strategy we have pursued and our operational excellence has been critical to achieving our leadership position. We have an unparalleled Company positioned to continue to build upon the success we have so far achieved. We will never be satisfied with the status quo and we will continue to push ourselves to perform and excel.

This is our 30 \( ^{th} \)  year as a public company, so the following will help illustrate my point:

• Our annual Funds From Operations (“FFO”), an important industry measure, has grown from $150 million at the time of our IPO to approximately $4.5 billion in 2022.

We have increased the Company’s annual FFO generation by nearly 30 times since our IPO.

Our beneficial interest of combined Net Operating Income (“NOI”) has increased from approximately $300 million to more than $6 billion over the last 30 years.

In 1993, our portfolio consisted of 114 properties primarily middle-market malls in the Midwest. Today, our diversified portfolio includes over 250 properties across our platforms in 37 states and 14 countries.




■ Total market value of our portfolio has increased from $3.5 billion to well over $80 billion.

■ From our IPO through year-end 2022, ownership of Simon Property Group (SPG) common stock provided a total return to shareholders of approximately 2,400%, or a compound annual return of approximately 12%.

I am proud of how our Company has delivered financial and operational outperformance over our history and through many cycles. Whether measured through cash flow growth or value creation, outperformance has been a hallmark of SPG. We have our employees to thank for that. Over the years, we have carefully grown our Company to be the global leader it is today. We are laser-focused on our leasing activities, property management operations and capital structure, so that we can be as efficient and nimble as possible and be in position to prudently invest in our assets. We continue to differentiate ourselves by being an excellent partner, seeking to grow our business while striving to do what is best for our stakeholders and the communities in which we operate. Strong brand relationships have always been, and will always be, a critical component of our success. There is a survival-of-the-fittest philosophy required in retail real estate. The business is a constantly changing landscape and we are certain that our well-located real estate will continue to prosper.

Before we turn to our 2022 highlights, let me provide our check list on how we profitably grow:

■ We increase the NOI from our existing assets through curating the merchandise mix and driving our industry-leading operating margins;
■ We enhance our existing assets through redevelopment and expansion projects, including the addition of mixed-use elements, which provide accretive returns while enhancing the overall property;

■ We invest in new developments that meet our stringent investment criteria;

■ We expand our global footprint through international investments where we can export Simon know-how;

■ We make other accretive, strategic investments that improve our franchise; and

■ We manage our balance sheet and the excess cash flow that comes from our operations.

With that backdrop, let's turn to our 2022 highlights.




Orlando Vineland Premium Outlets, Orlando, FL

## FINANCIAL RESULTS AND
OPERATING METRICS

We delivered impressive results.

■ Consolidated revenues increased more than 3% to $5.29 billion.

■ Net income was $2.14 billion, or $6.52 per diluted share.

■ FFO was $4.48 billion or $11.95 per diluted share.

■ Our share of Domestic Property NOI grew 4.8%, or $230 million year-over-year, to $5.04 billion.

■ Our share of Portfolio NOI, including international properties on a constant currency basis, grew 5.7%, or $288 million, to $5.34 billion.

■ We generated more than $1.5 billion in excess cash flow, after dividends.

■ Occupancy for our U.S. Malls and Premium Outlets increased 150 basis points and ended the year at 94.9%, The Mills occupancy ended the year at 98.2% and Taubman Realty Group (“TRG”) ended at 94.5%.

■ Reported retailer sales for our U.S. Malls and Premium Outlets were $753 per square foot (record), an increase of approximately 6% year-over-year. The Mills and TRG also achieved record sales levels of $679 per square foot and $1,095 per square foot, respectively.
■ Retailer sales productivity is approximately 9% higher than pre-pandemic levels. This increase in retailer sales productivity further reinforces the importance of high-quality stores.

## REDEVELOPMENT
INCLUDING THE
ADDITION OF MIXED-USE
COMPONENTS

■ We completed fourteen redevelopment projects across all our platforms in the U.S. during the year.

■ Total investment in redevelopment projects completed was approximately $500 million.

■ We opened 44 anchor/specialty tenants in 2022 and expect to open more than 40 in 2023.

■ We also continued to add mixed-use components to our market-leading centers with the opening of a more than 330-unit residential community at Round Rock Premium Outlets in Round Rock (Austin), Texas with others under construction.

■ We have added over 4,200 hotel and residential units to our portfolio in the last several years.
■ Our current mixed-use redevelopment activities include the potential of adding more than 4,000 residential units and hotel rooms at high-quality centers including, for example, Brea Mall in Brea (Los Angeles), California; Northgate Station in Seattle, Washington; and St. Johns Town Center in Jacksonville, Florida.

■ At Phipps Plaza in Buckhead (Atlanta), Georgia, we opened a transformative redevelopment that redefines the future of modern, mixed-use luxury. This redevelopment features a 150-room Nobu Hotel and Nobu Restaurant; One Phipps Plaza, a new 13-story, 365,000 square-foot, Class A LEED Gold certified office building; Life Time Athletic and Life Time Work; and the food hall, Citizens Market. In the heart of these new additions is a lavish greenspace for outdoor events, dining and entertainment. This is a perfect example of a former department store being redeveloped profitably into place-making space.

■ Since 2013, we have invested more than $8 billion in redevelopment and new development projects to enhance our retail offerings and add complementary mixed-use components to our world-class properties.



## FINANCIAL HIGHLIGHTS

<table><tr><td>YEAR ENDED DECEMBER 31</td><td>2022</td><td>2021</td></tr><tr><td>OPERATING DATA (in millions)</td><td></td><td></td></tr><tr><td>Consolidated Revenue</td><td>$ 5,291</td><td>$ 5,117</td></tr><tr><td>Funds from Operations (FFO)</td><td>$ 4,481</td><td>$ 4,487</td></tr><tr><td>PER SHARE DATA</td><td></td><td></td></tr><tr><td>Net Income Per Diluted Share</td><td>$ 6.52</td><td>$ 6.84</td></tr><tr><td>FFO Per Diluted Share</td><td>$ 11.95</td><td>$ 11.94</td></tr><tr><td>Dividends Declared Per Share</td><td>$ 6.90</td><td>$ 5.85</td></tr><tr><td>Common Stock Price at December 31</td><td>$ 117.48</td><td>$ 159.77</td></tr><tr><td>STOCK AND LIMITED PARTNERSHIP UNITS OUTSTANDING</td><td></td><td></td></tr><tr><td>Shares of Common Stock (in thousands)</td><td>326,954</td><td>328,620</td></tr><tr><td>Limited Partnership Units (in thousands)</td><td>47,303</td><td>47,248</td></tr><tr><td>Total Common Stock and Limited Partnership Units</td><td>374,257</td><td>375,868</td></tr><tr><td>Total Equity Capitalization (in millions)</td><td>$ 44,041</td><td>$ 60,133</td></tr><tr><td>Total Market Capitalization(1) (in millions)</td><td>$ 75,566</td><td>$ 92,277</td></tr><tr><td>OTHER DATA(2)</td><td></td><td></td></tr><tr><td>Total Number of Properties in the U.S.</td><td>196</td><td>199</td></tr><tr><td>U.S. Square Footage (in thousands)</td><td>172,623</td><td>175,301</td></tr><tr><td>Total Number of International Properties</td><td>34</td><td>33</td></tr><tr><td>International Square Footage (in thousands)</td><td>11,487</td><td>11,190</td></tr></table>

(1) Includes our share of consolidated and joint venture debt.

(2) We also owned an 80% interest in The Taubman Realty Group (TRG), which owns 24 regional, super-regional and outlet malls in the U.S. and Asia.









This annual report contains a number of forward-looking statements. For more information, refer to the Company's fourth quarter and full-year 2022 results and SEC filings on our website at investors.simon.com. This report also references non-GAAP financial measures including funds from operations, or FFO, and net operating income, or NOI. These financial measures are commonly used in the real estate industry and we believe they provide useful information to investors when used in conjunction with GAAP measures. For a definition of FFO and reconciliations of each of the non-GAAP measures used in this report to the most directly comparable GAAP measure, refer to the Company's fourth quarter and full-year 2022 results, SEC filings and Non-GAAP Reconciliations under Financials / Quarterly Reports at investors.simon.com.



Scan the QR code for Simon's 2021 Sustainability Report



For more information, visit simon.com




Woodbury Common Premium Outlets, Central Valley, NY

# “We continue to differentiate ourselves by being an excellent partner, seeking to grow our business while striving to do what is best for our stakeholders and the communities in which we operate.”

## INTERNATIONAL

■ Our international portfolio includes 23 Premium Outlets and 11 Designer Outlets in 13 countries; a 22.4% interest in Klépierre (which owns more than 130 properties in 14 European countries); and four mall properties in Asia.

■ We opened Fukaya-Hanazono Premium Outlets, a 296,000 square foot center located in Fukaya City (Saitama), our tenth Premium Outlet Center in Japan.

■ We have one new international development project under construction: Paris-Giverny Designer Outlet (Normandy) in France, opening this spring.

■ We have a significant expansion under construction in South Korea at the highly productive Busan Premium Outlets, expected to open in 2024.
■ Our international portfolio is vastly undervalued.

## LEASING

■ We executed more than 4,100 leases totaling over 14 million square feet across the portfolio.

It was another successful year for growing luxury and fashion brands across our portfolio. During 2022, we executed deals with many of the world’s best brands, including Dior, Fendi, Gucci, Louis Vuitton, Prada, Van Cleef & Arpels, Yves Saint Laurent and more.

■ Restaurant activity is robust with leading world-class restaurateurs and best-in-class local operators.

■ We opened 57 restaurants in 2022 with more than 50 to open in 2023.

■ We also added a diverse mix of interactive entertainment operators to our properties.

## MARKETING

■ Our marketing strategy is focused on creative storytelling tailored to individual platforms and targets that drive awareness, traffic and sales for the brands and retailers in our centers, while engaging with our shoppers.

■ Our always-on initiatives keep our shoppers informed about what's happening locally at each center. In addition, a robust calendar of seasonal campaigns offers compelling incentives to encourage visits.

■ Launched a new annual shopping event: National Outlet Shopping Day \( ^{TM} \)  (“NOSD”) celebrated at all our Premium Outlets and The Mills centers, with over 300 retailer brands participating. In its first year, NOSD generated over 3 million shopper visits and more than 40 million media impressions. Stay tuned for an even bigger event in 2023!

■ Executed over 2,750 events and programs to engage community members, shoppers and visitors.

■ Generated over 3 billion advertising Simon Shopper impressions across all media channels.

■ Developed social media campaigns resulting in over 700 million impressions and 75 million video views.




National Outlet Shopping Day



■ Created digital display and video campaigns to support local centers, resulting in over 400 million video views, more than 10 million clicks to Simon websites and over 5.5 million property visits.

■ Expanded the VIP Shopper Club and Mall Insider programs to nearly 18 million members, with messaging focused on new store openings, local programs, retailer deals and special promotions.

■ Generated nearly 1 million QR code scans from on-center signage, an increase of 168%, driving shoppers to retailer deals, sign-up for VIP Club access and special events.

## SIMON BRAND VENTURES

■ Simon Brand Ventures continues to provide brands and retailers with unique opportunities to engage shoppers through a variety of media and activation opportunities, both online and in our centers.

■ Brands want access to our large customer base and the millions of visitors to our portfolio.

■ Our unmatched go-to-market strategy leads the industry, consistently outperforming industry benchmarks and delivering significant impact for our Company, including revenue growth of 22% in 2022.

## INNOVATION

■ We complement investments in our physical product with investments in technical innovations focused on improving the shopping experience and driving shopper traffic.

■ Launched the first-of-its-kind Simon Search capability, providing shoppers with center-wide visibility into participating store inventory. Onboarded more than 40 retailers and continue to add more every month.

■ Launched the Simon American Express Credit Card powered by Cardless. Unique to the industry, the card offers shoppers 3% to 5% discounts on spend at Simon centers.

■ Expanded the number of live streaming shopping events from our tourism centers in partnership with ShopPremiumOutlets.com, expanding the reach of those stores in both domestic and international markets.

■ We also invested in technology that helps drive our operating costs down, hence our best-in-class operating margin.

■ We are making smart investments in companies that provide support services to our retailers, including delivery, returns and other logistical services.

## PLATFORM INVESTMENTS

■ We have made astute, opportunistic investments in brands involved in retail operations, intellectual property assets and licensing and e-commerce marketplaces.

■ Our retail investments include SPARC Group and JCPenney. SPARC includes seven brands—Aéropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, Nautica and Reebok. 2022 was a solid year for these brands following a terrific 2021. We purchased these brands at distressed prices and have been successful in stabilizing and growing them.

■ We own approximately 12% of Authentic Brands Group (“ABG”), a world-class intellectual property, brand development, marketing and entertainment company. The ABG licensing platform includes more than 40 brands and generates more than $25 billion in global annual retail sales through its network of over 1,200 partners. Our relationship is both as a significant shareholder and as a partner in JCPenney and our SPARC joint venture. At ABG’s current valuation, we have a 9X profit on our cash investment.




St. Johns Town Center, Jacksonville, FL

■ With our global footprint of physical outlets, our complementary investment in Rue Gilt Groupe (“RGG”) allows our shopper to connect to world-class brands in a digital shopping environment. RGG operates three distinct brands—Rue La La, Gilt and Shop Premium Outlets (“SPO”). RGG is a trusted online fashion authority featuring over 5,000 premium and luxury brands up to 70% off full-price retail. Gross merchandise value through the SPO marketplace grew 124% in 2022 with more growth to come as we link our physical properties with the SPO marketplace.

■ We formed a strategic partnership with Jamestown, a global real estate investment and management firm. We see great opportunity together to capitalize on the growing asset and investment management businesses. The Jamestown team are experienced, mixed-use operators, developers, property managers and asset managers. We are pleased to expand our other investment platform with this best-in-class company, and we expect to grow their asset management business and accelerate our densification opportunities.

## COMMUNITY IMPACT

■ Engaging with our communities means creating positive social and economic impacts where we operate. We recognize the essential role our properties play in their communities.

■ Our centers engaged in the planning and execution of more than 200 events that brought together shoppers and causes important to the neighboring communities. Through our localized approach, we raised money and collected thousands of donated items for these important causes. Additionally, our centers across the country held a Do Good With Denim drive during the back-to-school season resulting in close to 10,000 pieces of denim collected. The donated denim went back to local partners to distribute in our communities.

■ Our centers, a source of pride for those that live and work in the communities we serve, hosted over 3,500 lifestyle events such as job fairs, farmers markets, fitness classes and movie nights, and fulfilled community needs with blood drives and vaccination locations.

■ By supporting nonprofit organizations in a range of activities, we identify social initiatives to meet the specific needs of each community. In 2022, our people supported organizations including Pediatric Cancer Foundation, American Heart Association, United States Armed Forces, Make-A-Wish, Autism Speaks, Susan G. Komen, Feeding America, Salvation Army, and American Red Cross, among others.

Since its inception in 1998, Simon Youth Foundation (“SYF”) has helped more than 26,000 students graduate from our nationwide network of 44 Simon Youth Academies in 16 states. In the 2021-2022 academic year, SYF students achieved a 93% graduation rate—elicping the national average. Each year, SYF awards up to 1 million in Simon Youth Scholarships to high school students in every community that is home to a Simon Mall. SYF has awarded more than 21 million in scholarships to nearly 6,000 students thus far. Please support SYF.

## RETURNING CAPITAL TO
SHAREHOLDERS

■ Capital returned to shareholders in 2022 totaled approximately $2.8 billion, comprised of $2.6 billion in dividends and $180 million in share buybacks.

■ Common stock dividends paid in 2022 were $6.90 per share, an increase of 17.9% from 2021.

■ We have paid more than $39 billion in dividends over our history as a public company.




The Westchester, White Plains, NY

## “We have paid more than $39 billion in dividends over our history as a public company.”

- Our dividend is well covered, and our payout ratio is less than 60%.

## BALANCE SHEET

- Prudent balance sheet management is a trademark of our Company and central to our ability to execute our long-term strategy.

■ We completed more than $3.5 billion of financing activities:

–Completed two U.S. dollar senior notes offerings totaling $1.2 billion.

–Completed twenty secured loan refinancings for more than $2.3 billion.

■ Our liquidity was nearly $8 billion at year-end.
■ Our balance sheet continues to differentiate us within our industry, given our strong investment grade credit ratings of A-/A3 and access to multiple forms of capital.

## CLOSING

In summary, 2022 was a very successful year, but we never rest. We are always focused on improving. It is in our DNA. We are committed to our proven long-term strategy, and we have conviction in what we do. We will continue to be innovative, creating memorable, unique experiences for shoppers and retailers alike. Our strong financial position will enable us to invest in the future. I am optimistic that we will continue to produce impressive financial results. Please do not underestimate the importance of physical retail, it is where the action is. We will appropriately deal with our rising cost of capital from increasing interest rates, just like other past challenges that we have successfully dealt with. On that front, we have already been proactive in 2023 with two senior notes issuances totaling $1.3 billion and closing on a new $5.0 billion revolving credit facility. A ringing endorsement of SPG.
I want to thank our Board of Directors for their input and guidance. I want to especially thank Karen Horn and Al Smith for their 20 and 30 years, respectively, of distinguished service to our Company. Karen and Al will be retiring from our Board of Directors later this year. I am grateful for their invaluable contributions and exceptional guidance over the years. I cannot conclude this letter without thanking all my Simon colleagues for their continued commitment, dedication and hard work. Finally, I also thank you, our shareholders, for your support and confidence. Your comments and thoughts are always welcome and appreciated.



DAVID SIMON
Chairman, CEO & President
March 21, 2023



## International New Development



Fukaya-Hanazono Premium Outlets, Fukaya City, Japan



Paris-Giverny Designer Outlet, Normandy, France

## Redevelopment



The Shops at Crystals, Las Vegas, NV



Burlington Mall, Burlington, MA



The Galleria, Houston, TX



Sawgrass Mills, Miami, FL




One Southdale Place, Edina, MN





Southdale Center, Edina, MN



The Domain, Austin, TX

Dadeland Mall, Miami, FL






## BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND MEMBERS OF SENIOR MANAGEMENT

## Board of Directors

Glyn F. Aeppel
President and Chief Executive Officer

of Glencove Capital
Larry C. Glasscock
Former Chairman and CEO of Anthem, Inc.

Karen N. Horn, Ph.D. \( ^{1} \) 
Senior Managing Director of
Brock Capital Group

Allan Hubbard
Co-Founder, Chairman and Partner
of E&A Companies

Reuben S. Leibowitz
Managing Member of JEN Partners

Randall J. Lewis \( ^{2} \) 
Managing Partner, Cleveland Avenue

Gary M. Rodkin
Retired Chief Executive Officer
of ConAgra Foods, Inc.

Peggy Fang Roe
Executive Vice President and
Chief Customer Officer of
Marriott International

Stefan M. Selig
Founder of BridgePark Advisors LLC

David Simon
Chairman of the Board, Chief Executive Officer and President of Simon Property Group, Inc.

Herbert Simon
Chairman Emeritus of the Board of
Simon Property Group, Inc.

Daniel C. Smith, Ph.D.
Clare W. Barker Professor of Marketing,
Indiana University, Kelley School of Business

J. Albert Smith, Jr. \( ^{1} \) 
Chairman, Chase Bank in Central Indiana and Managing Director of J.P. Morgan Private Bank

Richard S. Sokolov
Director and Vice Chairman of
Simon Property Group, Inc.

Marta R. Stewart
Retired Executive Vice President
and Chief Financial Officer of Norfolk
Southern Corporation

## Audit Committee

J. Albert Smith, Jr. \( ^{1} \) , Chair,
Larry C. Glasscock, Reuben S. Leibowitz,
Stefan M. Selig, Marta R. Stewart

## Compensation and
Human Capital Committee

Reuben S. Leibowitz, Chair, Allan Hubbard, Stefan M. Selig, Daniel C. Smith, Ph.D., J. Albert Smith, Jr. \( ^{1} \) 

## Governance and
Nominating Committee

Karen N. Horn, Ph.D. \( ^{1} \) , Chair,
Glyn F. Aeppel, Larry C. Glasscock,
Allan Hubbard, Gary M. Rodkin,
Peggy Fang Roe

## Executive Officers

David Simon
Chairman of the Board, Chief Executive Officer and President

Steven E. Fivel
General Counsel and Secretary

John Rulli
Chief Administrative Officer

Brian J. McDade
Executive Vice President and Chief
Financial Officer

Adam J. Reuille
Senior Vice President and
Chief Accounting Officer

## Corporate

Richard S. Sokolov
Director and Vice Chairman

Stanley Shashoua
Chief Investment Officer

Mikael Thygesen
Chief Marketing Officer and President—
Simon Brand Ventures

Donald Frey
Executive Vice President and Treasurer
Marla K. Parr

Executive Vice President—Specialty Leasing

Michael Romstad
Executive Vice President—
Property Management

Steven K. Broadwater
Senior Vice President—Financial
Reporting and Operations

Joseph W. Chiappetta
Senior Vice President and
Chief Technology Officer

Matthew Jackson
Senior Vice President and
Assistant Treasurer

Kevin M. Kelly
Assistant General Counsel and
Assistant Secretary

Susan Massela
Senior Vice President—Human Resources

Patrick M. Peterman
Senior Vice President—Development and Asset Intensification

Eli M. Simon
Senior Vice President—
Corporate Investments

Russell A. Tuttle
Senior Vice President and
Chief Security Officer

Thomas Ward
Senior Vice President—Investor Relations

Brian J. Warnock
Senior Vice President—Acquisitions
and Financial Analysis

## Malls

Jonathan Murphy
Co-President—Mall Platform
Eric Sadi
Co-President—Mall Platform
Vicki Hanor
Senior Executive Vice President and
Managing Director—Luxury Leasing
Pervis H. Bearden, Jr.
Executive Vice President—Leasing
and National Accounts

## The Mills And
Premium Outlets

Gary Duncan
President—The Mills and Premium Outlets
Peter Baxter
Executive Vice President—Luxury Leasing
Jay E. Buckey
Executive Vice President—Leasing
Natalie Turpan
Executive Vice President—Leasing
Rhonda D. Bandy
Senior Vice President—Leasing
W. Bradford Cole
Senior Vice President—Leasing
David Gorelick
Senior Vice President—Leasing
Christine Schnauffer
Senior Vice President—Leasing

## Development

Mark J. Silvestri
President—Simon Development
John Phipps
Senior Vice President—Development
Sundesh N. Shah
Senior Vice President—
Specialty Development
Kathleen Shields
Senior Vice President—Development

Will be retiring from the Board of Directors effective May 4, 2023.
Appointed to the Board of Directors on March 20, 2023.



# 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, 2022

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:

Simon Property Group, Inc.

Simon Property Group, Inc.

Title of each class
Trading Symbols
Common stock, $0.0001 par value
8 \( ^{3} \) /8% Series J Cumulative Redeemable
Preferred Stock, $0.0001 par value

Name of each exchange on which registered
New York Stock Exchange
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 ☐

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

Simon Property Group, Inc. ☐

Simon Property Group, L.P. ☐

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

Simon Property Group, Inc. ☐

Simon Property Group, L.P. ☐

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 $30,812 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2022.

As of January 31, 2023, Simon Property Group, Inc. had 326,923,453 and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Simon Property Group, L.P. had no publicly-traded voting equity as of June 30, 2022. 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 2023 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, 2022 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, 2022, 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;



- 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.



# Simon Property Group, Inc.
Simon Property Group, L.P.
Annual Report on Form 10-K
December 31, 2022

## TABLE OF CONTENTS

Item No. Page No.
Part I
1. Business ..... 5
1A. Risk Factors ..... 11
1B. Unresolved Staff Comments ..... 26
2. Properties ..... 27
3. Legal Proceedings ..... 56
4. Mine Safety Disclosures ..... 56
Part II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities ..... 57
6. Reserved ..... 58
7. Management's Discussion and Analysis of Financial Condition and Results of Operations ..... 59
7A. Qualitative and Quantitative Disclosure About Market Risk ..... 78
8. Financial Statements and Supplementary Data ..... 79
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 ..... 146



## 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, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 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, 2022, we had ownership interests in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe and Canada. As of December 31, 2022, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

For a description of our operational strategies and developments in our business during 2022, 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



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 re-loaned 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% 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.

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 also have authority to repurchase or otherwise reacquire Simon’s shares, the Operating Partnership’s units, or any other securities. On May 16, 2022, Simon’s Board of Directors authorized a common stock repurchase plan, or the Repurchase Program. Under the program, the Company may purchase up to $2.0 billion of its common stock during the two-year period ending May 16, 2024. 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 354,455 shares of Simon common stock upon the exchange of units in the Operating Partnership;

- issued 751,042 restricted shares of Simon common stock and 108,694 long-term incentive performance units, or LTIP units, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan, as amended, or the 1998 Plan, and the Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan;



• purchased 3,075,676 shares of Simon common stock in the open market for $333.0 million pursuant to our Repurchase Programs;

- 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 147,103 units in the Operating Partnership at an average price of $137.17 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, 2022, were $125.0 million and $802.8 million, respectively;

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

• there were no outstanding borrowings of Commercial Paper notes as of December 31, 2022; 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, 2022, we and our affiliates employed approximately 3,300 persons at various properties and offices throughout the United States, of which approximately 800 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, 2022, we are not aware of any environmental conditions or material costs of complying with environmental or other regulations that would have a material adverse effect on our overall business, financial condition, or results of operations. 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.

## 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 23, 2023.

<table><tr><td>Name</td><td>Age</td><td>Position</td></tr><tr><td>David Simon</td><td>61</td><td>Chairman of the Board, Chief Executive Officer and President</td></tr><tr><td>John Rulli</td><td>66</td><td>Chief Administrative Officer</td></tr><tr><td>Steven E. Fivel</td><td>62</td><td>General Counsel and Secretary</td></tr><tr><td>Brian J. McDade</td><td>43</td><td>Executive Vice President and Chief Financial Officer</td></tr><tr><td>Adam J. Reuille</td><td>48</td><td>Senior Vice President and Chief Accounting Officer</td></tr><tr><td>Donald G. Frey</td><td>47</td><td>Treasurer and Executive Vice President</td></tr><tr><td>Kevin M. Kelly</td><td>42</td><td>Assistant General Counsel and Assistant Secretary</td></tr></table>

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

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.



Mr. Frey serves as Simon’s Treasurer and Executive Vice President. Mr. Frey joined Simon in 2010 and most recently served as Simon’s Assistant Treasurer and Senior Vice President prior to his current position which he was promoted to in 2022. Before joining Simon, Mr. Frey was an attorney with Alston & Bird LLP and Dechert LLP.

Mr. Kelly serves as Simon’s Assistant General Counsel and Assistant Secretary. Mr. Kelly joined Simon in 2015 as Senior Finance Counsel and was promoted to Senior Associate, General Counsel in 2020 prior to his current position which he was promoted to in 2022. Prior to joining Simon, Mr. Kelly was an attorney with Sidley Austin, LLP and Fried, Frank, Harris, Shriver & Jacobson.

## 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.

• 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.

• 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 or at desired rents, if at all.

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

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

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

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

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

• We face risks associated with climate change.

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

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

• Real estate investments are relatively illiquid.

- 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.



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

- 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.

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

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

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

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

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

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

• 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.

- 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.

- 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.

- 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.

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

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

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

## Risk Related to Tenant Operations at Our Properties

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

Our primary source of revenue is derived from retail tenants which means that we could be materially and adversely affected by conditions that materially and adversely affect the retail environment generally, including, without limitation:

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

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



• supply chain disruptions and labor shortages;

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

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

• consumer perceptions of the safety, convenience and attractiveness of our properties;

- the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and consumers, which 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;

- 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

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

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

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

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 became 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, 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 have not seen an increase in tenant bankruptcies in the last two years, in previous years a number of companies in the retail industry, including certain of our tenants, declared bankruptcy, especially during the height of 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 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.

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



for properties may also change over time, like recent trends towards right-sizing portfolios, repositioning space and locations and pursuing new store concepts, and our properties may no longer align with such preferences. If we fail to identify and secure the right blend of tenants at our newly developed and existing 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 properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. Additionally, an oversupply of retail properties in the broader market could reduce market rents, negatively impacting the terms upon which we lease our properties. To the extent that our leasing goals are not achieved, we could be materially and adversely affected.

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

Because our properties are open to the public, they are exposed to risks related to acts of violence, civil unrest and criminal activity as well as actual or threatened terrorist attacks that may be beyond our control or ability to prevent. If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in certain markets and negative media attention. Concern around safety risk may impact the willingness of consumers, tenants and tenants' employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, directly and indirectly impacting our revenue and overall asset value.

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

Our properties compete with other forms of retailing such as pure online retail websites as well as other types of retail properties such as single user freestanding discounters (Costco, Walmart and Target). In addition, many of our tenants are omni-channel retailers who also distribute their products through online sales and provide options to consumers like buy online pick up in store, buy online ship to store or buy online return to store. Our business currently is predominantly reliant on consumer demand for shopping at physical stores, and our business could be materially and adversely affected if we are unsuccessful in adapting our business to evolving consumer purchasing habits. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping, and the COVID-19 pandemic and restrictions intended to prevent its spread significantly increased the utilization of e-commerce and may, particularly in certain market segments, accelerate the long-term penetration of pure online retail. 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. Additionally, the increase in online shopping may result in certain tenants underreporting sales at our properties which may materially and adversely impact our collection of overage rent. Examples may include, retailers and restaurants not reporting curbside pick-up sales or online sales fulfilled with store inventory, and tenants reducing store sales by including online returns processed in the store.

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

The COVID-19 pandemic has had, and resurgences or variants or other epidemics, pandemics or health crises could have, a material negative impact on economic and market conditions around the world and an adverse impact on economic activity in retail real estate. Although consumer activity has been normalizing, there is no guarantee that retail will return to or remain at pre-pandemic levels. Governments and other authorities could respond to a resurgence of the COVID-19 pandemic, or other epidemics, pandemics and public health crises, by imposing or re-imposing measures intended to control the spread of disease, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. Although we believe any such measures would likely be more moderate than those imposed at the peak of the COVID-19 pandemic given the consequences of stricter measures, any restrictions could negatively impact us, our tenants and consumer behavior.



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, and the willingness of customers to visit our properties. Even without strict governmental restrictions, the willingness of consumers to visit our properties may be reduced and our tenants' businesses adversely affected, based upon many factors, including local transmission rates of disease, the emergence of new variants, the development, availability, distribution, effectiveness and acceptance of existing and new vaccines, the effectiveness and availability of cures or treatments, and overall sensitivity to risks associated with the transmission of diseases. In addition, some of our properties are located at or within a close proximity to tourist destinations, and these properties and our tenants' businesses were, and may be in the future, heavily and adversely impacted by reductions in travel and tourism resulting from travel bans or restrictions and general concern regarding the risk of travel.

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

- 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 disease, including any additional government mandated closures of businesses that frustrate our leasing activities;

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

- a refusal or failure of one or more lenders under our 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 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 such epidemic, pandemic or other public health crisis.



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.

## Risks Related to Real Estate Holdings and Operations

## 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. In 2023, the weather phenomenon known as El Nino has returned. This phenomenon generally results in an increase in storms, flooding, and landslides in Southern California, heavier precipitation along the Gulf of Mexico, and an increase in severe weather in Florida. The occurrence of natural disasters at any of our properties, 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 our tenants and 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.

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

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 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. Acquisition or construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable, and development, redevelopment or expansions may take considerably longer than expected, delaying the commencement and amount of income from the property. These risks, and the potential impact thereof, may be exacerbated by the volume and complexity of such activity, as well as inflationary pressures, rising interest rates, supply chain disruptions and labor shortages, like those experienced in 2022. 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:

• 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;

- 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;

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

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

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 Income Taxes and REIT Rules

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 may be subject to the one-percent excise tax on stock repurchases imposed by the 2022 Inflation Reduction Act;

- 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 could 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 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.

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 taxable REIT subsidiary, or 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.

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 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, in the case of securities of TRSs, 20%) of the value of Simon’s or such subsidiary’s total assets, and we will monitor the value of these investments to ensure compliance with applicable ownership limitations. 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. 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 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 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, such characterization is a factual determination (unless a sale or disposition qualifies under certain statutory safe harbors), 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 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.



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

Under the rules applicable to U.S. federal income tax audits of partnerships, 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. 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. We cannot predict how changes in the tax laws might affect our investors and us. New 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. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

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.

## Risks Related to Indebtedness and the Financial Markets

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

As of December 31, 2022, our consolidated mortgages and unsecured indebtedness, excluding related premium, discount and debt issuance costs, totaled $25.0 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.

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, execute on our business model, 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. Additionally, a high interest rate environment, as we are currently experiencing, could prevent us from accessing capital at attractive interest rates, which could adversely impact our ability to refinance existing debt at maturity as well as our ability to fund development and/or opportunistic acquisition activities. We cannot assure you that we will be able to obtain the financing we need for the future growth of our business, execution on our business model 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, 2022, we had approximately $2.3 billion of outstanding consolidated indebtedness that bears interest at variable rates, and we may incur more variable rate indebtedness in the future. When interest rates increase, then so does 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.

## Risks Related 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, 2022, we owned interests in 100 income-producing properties with other parties. Of those, 18 properties are included in our consolidated financial statements. We apply the equity method of accounting to the other 82 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company), The Taubman Realty Group, LLC, or TRG, and Jamestown, as well as our investments in certain entities involved in retail operations, such as J.C. Penney and SPARC Group; intellectual property and licensing venture, such as Authentic Brands Group, LLC, or ABG; and an e-commerce venture Rue Gilt Groupe, or RGG, (collectively, our other platform investments). We serve as general partner or property manager for 51 of these 82 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, 24 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, Jamestown, 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 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, 2022, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $128.0 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.

## General Risk Factors

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, including making recent upgrades to our IT programs through significant capital investment, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. 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. We may also face significant disruptions due to natural disasters or other critical incidents.

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 permanent nature of remote work as business travel has resumed and people now routinely work remotely outside of normal business hours. 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/or 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 at our tenants, or negatively impact consumer perception of shopping at our properties, all of which could materially and adversely affect us.

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

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors may desire other disclosures that we do not provide. In addition, the SEC is currently evaluating potential rule making that could mandate additional ESG disclosure and impose other requirements on us. Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors compare us to other companies, and could cause certain investors to be unwilling to invest in our stock which could adversely impact our stock price.



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, 2022, we held interests in consolidated and joint venture properties that operate in Austria, Canada, France, Italy, Germany, Japan, Malaysia, Mexico, the Netherlands, South Korea, Spain, Thailand, and the United Kingdom. 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, supply chain disruptions or the threat of international boycotts.

Our international activities represented approximately 7.7% of consolidated net income and 8.9% of our net operating income, or NOI, for the year ended December 31, 2022. 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.

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

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, and develop talent internally, 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, retain and/or develop other highly qualified individuals for these positions in the future. Additionally, the compensation and benefits packages we may need to offer to remain competitive for these individuals could increase the cost of replacement and retention. Losing any one or more of these persons could adversely affect our business, disrupt short-term operational performance, 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.

## Item 1B. Unresolved Staff Comments

None.



## 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 172.6 million square feet of gross leasable area, or GLA.

Malls typically contain at least one department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Our 94 malls are generally enclosed centers and range in size from approximately 270,000 to 2.7 million square feet of GLA.

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

The 14 properties in The Mills generally range in size from 1.2 million to 2.4 million square feet of GLA and are located in major metropolitan areas. They have a combination of traditional mall, outlet center, big box retailers and entertainment uses.

We also have interests in six lifestyle centers and 13 other retail properties. The lifestyle centers range in size from 170,000 to 950,000 square feet of GLA. The other retail properties range in size from approximately 200,000 to 1.6 million square feet of GLA and are considered non-core to our business model.

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

We wholly own 130 of our properties, effectively control 11 properties in which we have a joint venture interest, and hold the remaining 55 properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 188 properties in the United States. Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate partnership agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions) which may result in either the sale of our interest or the use of available cash or borrowings, or the use of Operating Partnership units, to acquire the joint venture interest from our partner.

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



Simon Property Inc.
Simon Property Group, L.P.
Property Table
U.S. Property Table

<table><tr><td colspan="12">The following property table summarizes certain data for our mats, Premium Outlets, The Mills, lifestyle centers and other retail properties located in the United States.</td></tr><tr><td>Property Name</td><td>State</td><td>City/ (County)</td><td>Ownership interest (Exclusive) (1)</td><td>Legal Leasing</td><td>Year Built</td><td>Total Leases (1)</td><td>Selected Larger Rentals and Uses</td><td>Selected Larger Rentals and Uses</td><td></td><td></td><td></td></tr><tr><td>1. Matis</td><td>VA</td><td>Winchester</td><td>Fee</td><td>491 % (4)</td><td>Acquired 1999</td><td>87.2 % (5)</td><td>Beek, Uppermer, AVC (cinemas</td><td></td><td></td><td></td><td></td></tr><tr><td>2. Adum Mall</td><td>FL</td><td>Miami</td><td>Fee</td><td>49.4 % (4)</td><td>Acquired 1999</td><td>95.8 % (5)</td><td>Bloomigold, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>3. Aventura Mall (1)</td><td>FL</td><td>Miami Beach</td><td>Fee</td><td>33.3 % (4)</td><td>Acquired 1983</td><td>97.4 % (5)</td><td>Theresas Club, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>4. Brenton Creek Square</td><td>TX</td><td>Springfield</td><td>Fee</td><td>100.0 %</td><td>Built 1980</td><td>96.0 % (5)</td><td>Northeast, Dallas (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>5. Brentwood Mall</td><td>TX</td><td>Springfield</td><td>Fee</td><td>100.0 %</td><td>Built 1970</td><td>96.0 % (5)</td><td>Northeast, Dallas (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>6. Bay Park Square</td><td>WI</td><td>Green Bay</td><td>Fee</td><td>100.0 %</td><td>Built 1980</td><td>97.5 % (5)</td><td>Kohl&#x27;s, Miami (cinema)</td><td></td><td></td><td></td><td></td></tr><tr><td>7. Bee Mall</td><td>CA</td><td>Anaheim (restaurant)</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 1998</td><td>92.6 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>8. Brawood Mall</td><td>MI</td><td>Anaheim</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 2007</td><td>92.4 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>9. Brookfield City Center (1)</td><td>FL</td><td>Temecula</td><td>Fee</td><td>25.0 % (4)</td><td>Built 2012</td><td>96.9 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>10. Brookfield Square</td><td>FL</td><td>Temecula</td><td>Fee</td><td>100.0 %</td><td>Acquired 1994</td><td>96.9 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>11. Cheddau Mall</td><td>MA</td><td>Hingham</td><td>Fee</td><td>100.0 %</td><td>Acquired 1996</td><td>91.7 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>12. Cheddau Mall</td><td>MA</td><td>Hingham</td><td>Fee</td><td>56.4 % (4)</td><td>Acquired 1999</td><td>90.8 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>13. Cashion Square</td><td>NJ</td><td>Indiana</td><td>Fee</td><td>100.0 %</td><td>Built 1972</td><td>94.3 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>14. Coley West Mall</td><td>TX</td><td>El Paso</td><td>Fee</td><td>100.0 %</td><td>Built 1974</td><td>94.3 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>15. Coconut Point</td><td>FL</td><td>Easley</td><td>Fee</td><td>50.0 % (4)</td><td>Built 2006</td><td>91.8 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>16. Coconut Mall</td><td>FL</td><td>Easley</td><td>Fee</td><td>100.0 %</td><td>Built 1965</td><td>81.6 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>17. Columbia Center</td><td>WA</td><td>Kennewick</td><td>Fee</td><td>100.0 %</td><td>Acquired 1987</td><td>93.9 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>18. Cooley Place</td><td>WA</td><td>Boise</td><td>Fee</td><td>100.0 %</td><td>Acquired 1987</td><td>90.7 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>19. Coral Square</td><td>FL</td><td>Coral Springs</td><td>Fee</td><td>94.4 % (11)</td><td>Acquired 2002</td><td>90.7 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>20. Coral Mall</td><td>FL</td><td>Pensacola</td><td>Fee</td><td>97.2 %</td><td>Built 1969</td><td>96.2 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>21. Dadeboro Mall</td><td>FL</td><td>Pensacola</td><td>Fee</td><td>100.0 %</td><td>Acquired 1998</td><td>92.6 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>22. Delano Fashion Center</td><td>CA</td><td>Torrance</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 1997</td><td>95.7 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>23. Dorman</td><td>TX</td><td>Amarillo</td><td>Fee</td><td>100.0 %</td><td>Built 2006</td><td>93.8 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>24. Empire Mall</td><td>SD</td><td>South Falls</td><td>Fee</td><td>100.0 %</td><td>Acquired 1998</td><td>91.4 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>25. Falls, The</td><td>WI</td><td>South East</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 2007</td><td>89.2 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>26. Easton at Pentagon City, The</td><td>VA</td><td>Allentown</td><td>Fee</td><td>42.5 % (4)</td><td>Built 1996</td><td>95.3 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr><tr><td>27. Easton Mall at Kingsport, The</td><td>NJ</td><td>Allentown</td><td>Fee</td><td>100.0 %</td><td>Acquired 1997</td><td>97.9 % (5)</td><td>Pizza Hut, Miami (restaurant)</td><td></td><td></td><td></td><td></td></tr></table>



Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
U.S. Property Table

<table><tr><td>Property Name</td><td>State</td><td>City/ (U.S.)</td><td>Ownership Interest (Expiration in Lease (1))</td><td>Legal Owner</td><td>Year Built</td><td>Total GLA</td><td>Siemens Large Arterials and Udis</td><td>Siemens Large Arterials and Udis</td></tr><tr><td>28. Felshton Valley</td><td>CA</td><td>San Diego</td><td>[20/67] (1)</td><td>[20/67] (1)</td><td>96.7 %</td><td>1,728,327</td><td>[1,728,327]</td><td>[1,728,327]</td></tr><tr><td>29. Firewheel Town Center</td><td>TX</td><td>Garland</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 2001</td><td>996,321</td><td>[996,321]</td><td>[996,321]</td></tr><tr><td>30. Florida Mill Tire</td><td>FL</td><td>Orlando</td><td>Fee</td><td>100.0 %</td><td>Built 2005</td><td>928,876</td><td>[928,876]</td><td>[928,876]</td></tr><tr><td>31. Forum Shops at Caesar Plaza,</td><td>NV</td><td>Las Vegas</td><td>Fee</td><td>50.0 % (4)</td><td>Built 1986</td><td>992,266</td><td>[992,266]</td><td>[992,266]</td></tr><tr><td>32. Galleria Tire</td><td>TX</td><td>Houston</td><td>Ground Lease (2050)</td><td>100.0 %</td><td>Built 1992</td><td>677,946</td><td>[677,946]</td><td>[677,946]</td></tr><tr><td>33. Greenwood Park Mill</td><td>NV</td><td>Henderson</td><td>Fee</td><td>50.4 % (4)</td><td>Acquired 2002</td><td>994,766</td><td>[994,766]</td><td>[994,766]</td></tr><tr><td>34. Highwaywood Park Mill</td><td>SC</td><td>Indianapolis</td><td>Fee</td><td>100.0 %</td><td>Acquired 1979</td><td>977,276</td><td>[977,276]</td><td>[977,276]</td></tr><tr><td>35. King of Prussia</td><td>PA</td><td>Gonzaga</td><td>Fee</td><td>100.0 %</td><td>Acquired 1999</td><td>971,136</td><td>[971,136]</td><td>[971,136]</td></tr><tr><td>36. La Palapa Mill</td><td>TX</td><td>Mifflin</td><td>Fee</td><td>100.0 %</td><td>Acquired 2003</td><td>975,179</td><td>[975,179]</td><td>[975,179]</td></tr><tr><td>37. Lake Mill</td><td>TX</td><td>Cedar Springs</td><td>Fee</td><td>50.0 % (4)</td><td>Built 1995</td><td>935,556</td><td>[935,556]</td><td>[935,556]</td></tr><tr><td>38. Lehigh Valley Mill</td><td>PA</td><td>Wickliffe</td><td>Fee</td><td>100.0 %</td><td>Built 1995</td><td>995,035</td><td>[995,035]</td><td>[995,035]</td></tr><tr><td>39. La Monta Gross Mill</td><td>NV</td><td>Alamogordo</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 1998</td><td>975,475</td><td>[975,475]</td><td>[975,475]</td></tr><tr><td>40. La Monta Rockingham Park, The</td><td>NV</td><td>Santa Fe</td><td>Fee</td><td>100.0 %</td><td>Acquired 1999</td><td>992,266</td><td>[992,266]</td><td>[992,266]</td></tr><tr><td>41. Mill of Georgia</td><td>GA</td><td>Burdick</td><td>Fee</td><td>100.0 %</td><td>Built 1999</td><td>992,266</td><td>[992,266]</td><td>[992,266]</td></tr><tr><td>42. Mountain View Hampshire, Inc.</td><td>NV</td><td>Marlene</td><td>Fee</td><td>100.0 %</td><td>Acquired 1999</td><td>992,266</td><td>[992,266]</td><td>[992,266]</td></tr><tr><td>43. McCaslin Mill</td><td>NV</td><td>Riverside</td><td>Fee</td><td>100.0 %</td><td>Acquired 2007</td><td>996,366</td><td>[996,366]</td><td>[996,366]</td></tr><tr><td>44. McKeown Mill</td><td>NV</td><td>Eagle Rock</td><td>Fee</td><td>50.0 % (4)</td><td>Acquired 2007</td><td>997,736</td><td>[997,736]</td><td>[997,736]</td></tr><tr><td>45. Merlot Park Mill</td><td>NV</td><td>Yonkers</td><td>Fee</td><td>100.0 %</td><td>Acquired 1997</td><td>993,336</td><td>[993,336]</td><td>[993,336]</td></tr><tr><td>46. Mill National Mill</td><td>FL</td><td>Yonkers</td><td>Fee</td><td>47.8 % (4)</td><td>Built 1982</td><td>1000,369</td><td>[1000,369]</td><td>[1000,369]</td></tr><tr><td>47. Mill Mill Park Mill</td><td>FL</td><td>Middletown</td><td>Fee</td><td>100.0 %</td><td>Built 1982</td><td>998,286</td><td>[998,286]</td><td>[998,286]</td></tr><tr><td>48. Mill Mill Park Mill</td><td>FL</td><td>Dunbar</td><td>Fee</td><td>100.0 %</td><td>Built 1979</td><td>938,876</td><td>[938,876]</td><td>[938,876]</td></tr><tr><td>49. North East Mill</td><td>TX</td><td>Hurst</td><td>Fee</td><td>100.0 %</td><td>Built 1971</td><td>1000,369</td><td>[1000,369]</td><td>[1000,369]</td></tr><tr><td>50. North East Mill</td><td>TX</td><td>Pearl</td><td>Fee</td><td>564.4 % (4)</td><td>Acquired 1999</td><td>912,266</td><td>[912,266]</td><td>[912,266]</td></tr><tr><td>51. Ocean Country Mill</td><td>NV</td><td>Tower</td><td>Fee</td><td>100.0 %</td><td>Acquired 1998</td><td>929,966</td><td>[929,966]</td><td>[929,966]</td></tr><tr><td>52. Orion Square</td><td>IL</td><td>North Park</td><td>Fee</td><td>100.0 %</td><td>Acquired 1997</td><td>1000,369</td><td>[1000,369]</td><td>[1000,369]</td></tr><tr><td>53. Oxford Valley Mill</td><td>PA</td><td>Glen Rock</td><td>Fee</td><td>85.5 %</td><td>Acquired 2003</td><td>890,036</td><td>[890,036]</td><td>[890,036]</td></tr><tr><td>54. Penn Square Mill</td><td>OK</td><td>Lamar</td><td>Fee</td><td>94.5 %</td><td>Acquired 2002</td><td>946,366</td><td>[946,366]</td><td>[946,366]</td></tr><tr><td>55. Phipps Plaza</td><td>GA</td><td>Nashville</td><td>Fee</td><td>100.0 %</td><td>Acquired 1998</td><td>957,000</td><td>[957,000]</td><td>[957,000]</td></tr><tr><td>56. Phipps Plaza</td><td>GA</td><td>Nashville</td><td>Fee</td><td>100.0 %</td><td>Acquired 1998</td><td>957,000</td><td>[957,000]</td><td>[957,000]</td></tr></table>



Simon Property Group, Inc.
Simon Property Group, U.
Property Table
U.S. Property Table

<table><tr><td>Property Name</td><td>State</td><td>City/County</td><td>Ownership Interest (Equivalent to Lease) (%)</td><td>Year Built</td><td>Legal Owned</td><td>Ownership Interest (Equivalent to Lease) (%)</td><td>Year Built</td><td>Legal Own</td></tr></table>



<table><tr><td rowspan="2">State</td><td rowspan="2">City (USCA)</td><td colspan="2">Ownership interest (Expiration in Lease (1))</td><td rowspan="2">Legal Ownership</td><td rowspan="2">Year Built or Acquired</td><td rowspan="2">Total GLA</td><td rowspan="2">Selected Larger Retailers and Uses</td></tr><tr><td>Leased Tenant</td><td>Free</td></tr><tr><td>FL</td><td>St. Petersburg</td><td>Free</td><td>100.0%</td><td>Acquired</td><td>91.3%</td><td>96.1, 199</td><td>Major, Standard, Upper Peninsula, Region Centera</td></tr><tr><td>FL</td><td>Tampa</td><td>Free</td><td>100.0%</td><td>Built 1972</td><td>91.3%</td><td>Major, Dukes, Strong, Goody, DSW, Cubba, Thomas, Dukes, Strong, Goody, Hitchcock, Green Market, PetSmart</td></tr><tr><td>IN</td><td>Mish-ma</td><td>Free</td><td>100.0%</td><td>Built 1979</td><td>92.6%</td><td>Major, S, Upper Peninsula, N, Noble</td></tr><tr><td>NY</td><td>Hartford</td><td>Acquired, Cond, Lease</td><td>100.0%</td><td>Acquired 1990</td><td>92.6%</td><td>Scale, Fifth, Aurora, Boonton, Morris, Morris,</td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
U.S. Properties

Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
U.S. Properties



<table><tr><td>1.</td><td>Property Name</td><td>State</td><td>City (BIG)</td><td>Ownership interest (Expiration in Lease) (1)</td><td>Legal Ownership</td><td>or Rent</td><td>Total GLA</td><td>Selected Tenants</td></tr><tr><td>Perrittin Outlets</td><td>Adventire Premium Outlets</td><td>MN</td><td>Adventire (Mil)</td><td>Fee</td><td>100.0</td><td>%</td><td>238,442</td><td>Oceana Group, Lake Square New York, LLC, Lululemon, Adidas, American Outlet, Polo Ralph Lauren, The North Face, Adidas, Armani Quotidie, Calvin Klein, Coach, Columbia Sportswear, Adidas, American Outlet, Coach, Lake Square New York, Adidas, American Outlet, Coach, Lake Square New York, Adidas, American Outdoor, Coach, Lake Square New York, Adidas, American Outdoor, Coach, Lake Square NewYork, Adidas, American Outdoor, Coach, Lake Square New York, Adidas, American Outdoor</td></tr></table>



<table><tr><td>Property Name</td><td>State</td><td>City (BEA)</td><td>Ownership interest (Expiration in Lease) (1)</td><td>Legal Ownership</td><td>Year Built</td><td>Total GLA</td><td>Selected Tenants</td><td>Selected Owner</td><td>Total GLA</td><td>Selected Tenants</td><td>Selected Owner</td><td>Total GLA</td><td>Select</td></tr></table>



<table><tr><td>43.</td><td>Property Name</td><td>State</td><td>City (BC)</td><td>Ownership interest (Expatriation if Lease?)</td><td>Legal Ownership</td><td>Year Built</td><td>Total GLA</td><td>Selected Tenants</td><td>Total GLA</td><td>Selected Tenants</td></tr><tr><td>Philadelphia Premium Outlets</td><td>PA</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>44.</td><td>Phoenix Premium Outlets</td><td>AZ</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>45.</td><td>Pismo Beach Premium Outlets</td><td>CA</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>46.</td><td>Pleasant Prairie Premium Outlets</td><td>WI</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>47.</td><td>Perito Rito Premium Outlets</td><td>PR</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>48.</td><td>Ole舍得 Premium Outlets</td><td>MD</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>49.</td><td>Rio Grande Valley Premium Outlets</td><td>TX</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>50.</td><td>Round Rook Premium Outlets</td><td>TX</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>51.</td><td>San Francisco Premium Outlets</td><td>CA</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>52.</td><td>San Marcos Premium Outlets</td><td>TX</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>53.</td><td>Seattle Premium Outlets</td><td>WA</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>54.</td><td>Silver Sands Premium Outlets</td><td>FL</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>



<table><tr><td rowspan="2"></td><td rowspan="2">State</td><td rowspan="2">Citizens (CBSA)</td><td colspan="2">Ownership Interest (Equalization if</td><td rowspan="2">Year Built or Acquired</td><td rowspan="2">Ownership</td><td rowspan="2">Total GLA</td><td rowspan="2">Selected Tenants</td></tr><tr><td>Legal Ownership</td><td>Legal Ownership</td></tr><tr><td>Liberty Center</td><td>NM</td><td>Albuquerque</td><td>Free</td><td>100.0 %</td><td>Acquired 2011</td><td>100.0 %</td><td>22,951</td><td>Antimoorhole, Agree, Porter, Bennett</td></tr><tr><td>2. Hamilton Town Center</td><td>IN</td><td>Newark (Indiana)</td><td>Free</td><td>50.0 % (4)</td><td>Built 2008</td><td>99.1 %</td><td>675,868</td><td>U-Center, Dick&#x27;s Sporting Goods, Best Buy, Best Buy, Best Buy, Best Buy, Best Buy, Best Buy, Best Buy,</td></tr></table>

Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
U.S. Properties

Simon Property Group, Inc.

Simon Property Group, Inc.

Simon Property Group, Inc.

Simon Property Group, Inc.

Simon Property Group, Inc.

Simon Property Group, Inc.

Simon Property Group, Inc.

SimonPropertyGroup, Inc.

SimonPropertyGroup, Inc.

SimonPropertyGroup, Inc.

SimonPropertyGroup,Inc.

SimonPropertyGroup, Inc.

SimonPropertyGroup, Inc.

SimonPropertyGroup, Inc.

Simon Property Group, Inc.


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<table><tr><td rowspan="2">Property Name</td><td rowspan="2">State</td><td colspan="2">Ownership interest (Percentage of Interest)</td><td rowspan="2">Legal Ownership</td><td rowspan="2">Year Built or Acquired</td><td rowspan="2">Community (6)</td><td colspan="2">Selected Tenants</td></tr><tr><td>(EPC) (ESA)</td><td>(EPC) (ESA)</td><td>Total GLA</td><td>Selected Tenants</td></tr><tr><td>1. Denver Canyon Center</td><td>CA</td><td>Grand Luege 2 (204)</td><td>80.0 % (4)</td><td>Acquired</td><td>92.4 %</td><td>78,000</td><td>Bloomington, May 5,</td><td></td></tr><tr><td>2. Cherry Creek Shopping Center</td><td>CO</td><td>Denver</td><td>Grand Luege 2 (203)</td><td>40.0 % (4)</td><td>Acquired</td><td>97.3 %</td><td>May 5, Nemiman Macros, Norristown</td><td></td></tr><tr><td>3. City Creek Center</td><td>UT</td><td>Grand Luege 2 (202)</td><td>80.0 % (4)</td><td>Acquired</td><td>97.9 %</td><td>62,300</td><td>May 5, Norristown</td><td></td></tr><tr><td>4. Country Club Plaza</td><td>MO</td><td>Kansas City W</td><td>Grand Luege 2 (202)</td><td>40.0 % (4)</td><td>Acquired</td><td>80.9 %</td><td>Burns &amp; Noble, Bio loti, Banana Republic</td><td></td></tr><tr><td>5. Dophin Mall</td><td>FL</td><td>Fayette</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>99.8 %</td><td>Burns &amp; Dophin, C. Cobb Theaters, Burlington</td><td></td></tr><tr><td>6. First Auto Mall</td><td>VA</td><td>Fairfax</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>96.4 %</td><td>U.S. Army (May 6), Dicks Sporting Goods</td><td></td></tr><tr><td>7. Greater Mall, The</td><td>FL</td><td>Palm Beach</td><td>Fee</td><td>40.0 % (4)</td><td>Acquired</td><td>96.0 %</td><td>Bowers Integrated, Mervy&#x27;s, Norristown</td><td></td></tr><tr><td>8. Gardens on El Paseo, The</td><td>CA</td><td>Palm Desert</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>99.4 %</td><td>Sears Fifth Avenue</td><td></td></tr><tr><td>9. Great Lakes Crossing Outlets</td><td>MI</td><td>Auburn Hills</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>91.7 %</td><td>AMC Theater, Bass Pro Shops, Burlington, Round 1,</td><td></td></tr><tr><td>10. International Market Place</td><td>HI</td><td>Walkin&#x27; (Multil)</td><td>Grand Luege 2 (201)</td><td>74.8 % (4)</td><td>Acquired</td><td>91.8 %</td><td>Northrop Grumman, American Airlines, St. Petersburg (6)</td><td></td></tr><tr><td>11. International Plaza</td><td>FL</td><td>Tampa</td><td>Grand Luege 2 (200)</td><td>40.1 % (4)</td><td>Acquired</td><td>97.8 %</td><td>Dillard&#x27;s, Nemiman Macros, Norristown, Lifetime Fitness</td><td></td></tr><tr><td>12. Mall at Green Hills, The</td><td>TN</td><td>Nashville</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>94.7 %</td><td>Dillard&#x27;s, Mervy&#x27;s, Norristown</td><td></td></tr><tr><td>13. Mall at Millenia, The</td><td>FL</td><td>Orlando</td><td>Grand Luege 2 (201)</td><td>40.0 % (4)</td><td>Acquired</td><td>95.5 %</td><td>Bloomington, Macy&#x27;s, Nemiman Macros, Norristown</td><td></td></tr><tr><td>14. Mall at South Hills, The</td><td>NJ</td><td>South Hills</td><td>Fee</td><td>80.0 % (4)</td><td>Acquired</td><td>99.1 %</td><td>Dillard&#x27;s, Mervy&#x27;s, Norristown</td><td></td></tr><tr><td>15. Mall at University Town Center, The</td><td>FL</td><td>Sarasota</td><td>Grand Luege 2 (201)</td><td>40.0 % (4)</td><td>Acquired</td><td>98.8 %</td><td>Dillard&#x27;s, Macy&#x27;s, Fifth Avenue</td><td></td></tr><tr><td>16. Mall at San Juan, The</td><td>PR</td><td>San Juan</td><td>Grand Luege 2 (201)</td><td>40.0 % (4)</td><td>Acquired</td><td>93.3 %</td><td>H&M Zara, Pottery Barn, Urban Outfitters, Anthropologie</td><td></td></tr><tr><td>17. Sunnyvale</td><td>CA</td><td>Concord</td><td>Grand Luege 2 (201)</td><td>40.0 % (4)</td><td>Acquired</td><td>98.5 %</td><td>U.S. Army (May 6), Sears</td><td></td></tr><tr><td>18. Twelve Oaks Mall</td><td>MI</td><td>Novi</td><td>Grand Luege 2 (201)</td><td>80.0 % (4)</td><td>Acquired</td><td>97.2 %</td><td>U.S. Army (May 6), Norristown</td><td></td></tr><tr><td>19. Watershed Shops</td><td>MI</td><td>Naples</td><td>Grand Luege 2 (201)</td><td>80.0 % (4)</td><td>Acquired</td><td>95.6 %</td><td>U.S. Fifth Avenue</td><td></td></tr><tr><td>20. Westin</td><td>CT</td><td>West Hartford</td><td>Grand Luege 2 (201)</td><td>67.4 % (4)</td><td>Acquired</td><td>97.4 %</td><td>U.S. Army (May 6), Norristown</td><td></td></tr><tr><td colspan="9">Total Domestic Township Properties GLA</td></tr></table>

Simon Property Group, Inc.
Simon Property Group, L.P.
Property Title
U.S. Properties



(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 preference restrictions in favor of other parties or us.
(3) The date listed is the expiration date of the last renewal option available to the operating entity under the group lease, in a majority of the group 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 group lease listed in this column covers at least 50% of its respective property.
(4) Joint venture properties accounted for under the equity method.
(5) Mails - Executed leases for all companies' owned GLA in mail stores, excluding mails and anthons. Permium Outside and The Mills - Executed leases for all companies' owned GLA in mail stores and anthons.
(6) Indicates how many other properties/renters/owners/occupants/occupants of the group lease(s) are considered 50% of the acreage of this property.
(7) Indicates group lease covers less than 50% of the acreage of this property.
(8) Tenant has multiple locations at this center.
(9) Indicates group lease covers outpace other group lease(s) 50% of the acreage of this property.
(10) Tenant has an existing site at this center but will move to a new location.
(11) We receive service from the economic benefit of the property due to a preference or advance.
(12) We own a mortgage note that encumber the present Land Law Mill that entitles us to 100% of the economic of this property.
(13) Indicates anchor has announced its intent to close this location.
(14) Indicates box, anchor, maroon or project currently under development/construction by a third party.
(15) Owned by a third party.
(16) Indudes multi-family tenant on-site.
(17) This property is undergoing significant renovation.

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 preference restrictions in favor of other parties or us.

(3) The date listed is the expiration date of the last renewal option available to the operating entity under the group lease, in a majority of the group 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 group lease listed in this column covers at least 50% of its respective property.

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

(5) Mails - Executed leases for all companies' owned GLA in mail stores, excluding mails and anthons. Permium Outside and The Mills - Executed leases for all companies' owned GLA in mail stores and anthons.

(6) Indicates how many other properties/renters/owners/occupants/occupants of the group lease(s) are considered 50% of the acreage of this property.

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

(8) Tenant has multiple locations at this center.

(9) Indicates group lease covers outpace other group lease(s) 50% of the acreage of this property.

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

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

(12) We own a mortgage note that encumber the present Land Law Mill that entitles us to 100% of the economic of this property.

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

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

(15) Owned by a third party.

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

(17) This property is undergoing significant renovation.

(18) GLA includes office space.



## 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, 2022. 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)

<table><tr><td>Year</td><td>Number of Leases Expiring</td><td>Square Feet</td><td>Avg. Base Minimum Rent PSF at 12/31/2022</td><td>Percentage of Gross Annual Rental Revenues (2)</td></tr><tr><td>Inline Stores and Freestanding</td><td></td><td></td><td></td><td></td></tr><tr><td>Month to Month Leases</td><td>1,197</td><td>4,600,332</td><td>$ 54.92</td><td>4.6 %</td></tr><tr><td>2023</td><td>2,918</td><td>11,111,252</td><td>$ 57.89</td><td>10.6 %</td></tr><tr><td>2024</td><td>3,031</td><td>11,779,091</td><td>$ 53.50</td><td>11.7 %</td></tr><tr><td>2025</td><td>2,061</td><td>7,872,305</td><td>$ 59.78</td><td>8.7 %</td></tr><tr><td>2026</td><td>1,576</td><td>6,060,873</td><td>$ 57.22</td><td>6.4 %</td></tr><tr><td>2027</td><td>1,379</td><td>5,386,750</td><td>$ 59.97</td><td>5.9 %</td></tr><tr><td>2028</td><td>908</td><td>4,539,211</td><td>$ 59.60</td><td>5.0 %</td></tr><tr><td>2029</td><td>835</td><td>3,441,590</td><td>$ 66.15</td><td>4.1 %</td></tr><tr><td>2030</td><td>505</td><td>2,459,172</td><td>$ 66.64</td><td>2.9 %</td></tr><tr><td>2031</td><td>334</td><td>1,801,984</td><td>$ 56.17</td><td>1.8 %</td></tr><tr><td>2032</td><td>395</td><td>1,474,071</td><td>$ 73.08</td><td>2.0 %</td></tr><tr><td>2033 and Thereafter</td><td>546</td><td>2,272,878</td><td>$ 49.71</td><td>2.2 %</td></tr><tr><td>Specialty Leasing Agreements w/ terms in excess of 12 months</td><td>2,457</td><td>6,581,230</td><td>$ 19.70</td><td>2.5 %</td></tr><tr><td>Anchors</td><td></td><td></td><td></td><td></td></tr><tr><td>Month to Month Leases</td><td>1</td><td>138,409</td><td>$ 1.18</td><td>0.0 %</td></tr><tr><td>2023</td><td>7</td><td>931,571</td><td>$ 4.49</td><td>0.1 %</td></tr><tr><td>2024</td><td>13</td><td>1,159,278</td><td>$ 8.20</td><td>0.2 %</td></tr><tr><td>2025</td><td>17</td><td>1,676,634</td><td>$ 6.70</td><td>0.2 %</td></tr><tr><td>2026</td><td>16</td><td>1,702,455</td><td>$ 5.01</td><td>0.2 %</td></tr><tr><td>2027</td><td>13</td><td>1,765,268</td><td>$ 5.19</td><td>0.2 %</td></tr><tr><td>2028</td><td>15</td><td>1,801,202</td><td>$ 5.70</td><td>0.2 %</td></tr><tr><td>2029</td><td>6</td><td>626,306</td><td>$ 5.35</td><td>0.1 %</td></tr><tr><td>2030</td><td>7</td><td>754,336</td><td>$ 8.56</td><td>0.1 %</td></tr><tr><td>2031</td><td>5</td><td>427,004</td><td>$ 12.18</td><td>0.0 %</td></tr><tr><td>2032</td><td>4</td><td>282,245</td><td>$ 22.57</td><td>0.1 %</td></tr><tr><td>2033 and Thereafter</td><td>25</td><td>2,820,342</td><td>$ 11.31</td><td>0.6 %</td></tr></table>

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

(2) Annual rental revenues represent domestic 2022 consolidated and joint venture combined base rental revenue.

## 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, 2022, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.04 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, 2022, 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, 2022, 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 ten 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 ten Japanese Premium Outlets operate in various cities throughout Japan and comprise over 3.9 million square feet of GLA and were 99.8% leased as of December 31, 2022.

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, 2022 and do not include our equity investments in Klépierre, or our investment in Value Retail PLC and affiliated entities.



<table><tr><td rowspan="2"></td><td colspan="2">Cytometry</td><td colspan="2">SPG Effective Ownership</td><td colspan="2">Total Rateable Area (1)</td><td colspan="2">Selected Terms</td></tr><tr><td>Metropol International</td><td>Metropol International</td><td>Ownership Interest</td><td>Year Built</td><td>Available</td><td>Available</td><td>Available</td><td>Available</td></tr><tr><td>1.</td><td>Anti (Tobol)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2.</td><td>Fluxay-Charleston</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3.</td><td>Gentina (Santiago)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4.</td><td>Hugob-Gonzalez</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>5.</td><td>Iztimisano</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>6.</td><td>Sano (Tokoyo)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>7.</td><td>Izumi-Maki Town (Sendai)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>8.</td><td>Shitsu (Chiba)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>9.</td><td>Toki (Nagoya)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>10.</td><td>Toku (Perfumio)</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Subtotal Japan</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

Simon Property Group, Inc.
Simon Property Group, L.P.
Property Table
International Properties



<table><tr><td colspan="12">Selected tenants</td></tr><tr><td colspan="12">Selected tenants</td></tr><tr><td>1.1.</td><td>MEXICO</td><td>City</td><td>Mercado</td><td>City</td><td>Mercado</td><td>City</td><td>Mercado</td><td>City</td><td></td><td></td><td></td></tr></table>

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

International Properties

Simon Property Group, Inc.

Simon Property Group, L.P.

Property Table



<table><tr><td rowspan="2"></td><td colspan="3">Country</td><td colspan="3">Total Gross Leasable Area (1)</td></tr><tr><td>Intermunicipal natural urban</td><td>Municipal interest</td><td>SPG Effective Ownership</td><td>Year Built or Acquired</td><td>Total Gross Leasable Area (1)</td><td>Selected tenants</td></tr><tr><td>1. China</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>City of Xian</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>City of Xuzhou</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>2. Subtotal China</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>South Korea</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>3. San Francisco</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>4. Shanghai</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Subtotal South Korea</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total international natural urban</td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

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

International Properties

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

(2) Property is undergoing an expansion.



## Land

We have direct or indirect ownership interests in approximately 100 acres of land held in the United States and Canada for future development.

## Sustainability

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

Reducing our greenhouse gas emissions is a central commitment to reducing our environmental impact. In 2020, we announced the adoption of 2035 greenhouse gas emissions targets approved by the Science Based Target Initiative ("SBTi"). Our target is to reduce scope 1 and scope 2 emissions by 68% (2019 baseline), and scope 3 emissions by 20.9% (2018 baseline). We believe that our climate related risk disclosures are aligned with the recommendations of the Task Force on Climate Related Financial Disclosures established by the Financial Stability Board.

Reducing water consumption and landfill waste are also components of reducing our carbon and environmental footprint. We have already achieved our initial target of reducing water usage by 20%, and we are working to create a new target that will focus on more efficient and responsible water use in the future.

The Governance and Nominating Committee of our Board of Directors (“Board”) has been allocated the oversight of our sustainability policies, including environmental, social, and governance matters. Additionally, the Board has delegated to the Audit Committee the oversight and the annual disclosure of our sustainability programs in the form of an annual sustainability report.

In 2022, we were once again awarded a Green Star rating (2014-2022) - the highest designation awarded for leadership in sustainability performance by the Global Real Estate Sustainability Benchmark. We were also the recipient of NAREIT's Leader in the Light \( ^{®} \)  award for sustainability leadership in the retail property sector. Finally, we scored an A- on the CDP Climate Change questionnaire.

To learn more about our sustainability initiatives and detailed reporting please access our latest Sustainability Report at investors.simon.com/. Information in the Sustainability Report and our Company website 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. Substantially all of the mortgage and property related debt is nonrecourse to us.



## Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

<table><tr><td>Property Name</td><td>Interest Rate</td><td>Face Amount</td><td>Annual Debt Service (1)</td><td>Maturity Date</td></tr><tr><td>Consolidated Indebtedness:</td><td></td><td></td><td></td><td></td></tr><tr><td>Secured Indebtedness:</td><td></td><td></td><td></td><td></td></tr><tr><td>Arizona Mills</td><td>3.80 %</td><td>$ 97,775</td><td>$ 5,574</td><td>09/01/26</td></tr><tr><td>Birch Run Premium Outlets</td><td>4.21 %</td><td>123,000</td><td>5,177 (2)</td><td>02/06/26</td></tr><tr><td>Calhoun Outlet Marketplace</td><td>4.17 %</td><td>17,146 (19)</td><td>1,140</td><td>06/01/26</td></tr><tr><td>Domain, The</td><td>3.09 %</td><td>210,000</td><td>6,497 (2)</td><td>07/01/31</td></tr><tr><td>Ellenton Premium Outlets</td><td>4.30 %</td><td>178,000</td><td>7,651 (2)</td><td>12/01/25</td></tr><tr><td>Empire Mall</td><td>4.31 %</td><td>176,974</td><td>11,268</td><td>12/01/25</td></tr><tr><td>Florida Keys Outlet Marketplace</td><td>4.17 %</td><td>17,000</td><td>709 (2)</td><td>12/01/25</td></tr><tr><td>Gaffney Outlet Marketplace</td><td>4.17 %</td><td>27,696 (19)</td><td>1,841</td><td>06/01/26</td></tr><tr><td>Gloucester Premium Outlets</td><td>5.89 % (1)</td><td>85,055</td><td>5,011</td><td>03/01/23</td></tr><tr><td>Grove City Premium Outlets</td><td>4.31 %</td><td>140,000</td><td>6,032 (2)</td><td>12/01/25</td></tr><tr><td>Gulfport Premium Outlets</td><td>4.35 %</td><td>50,000</td><td>2,174 (2)</td><td>12/01/25</td></tr><tr><td>Gurnee Mills</td><td>3.99 %</td><td>257,710</td><td>10,283 (2)</td><td>10/01/26</td></tr><tr><td>Hagerstown Premium Outlets</td><td>4.26 %</td><td>70,430</td><td>4,539</td><td>02/06/26</td></tr><tr><td>La Reggia Designer Outlets Phases 1 &amp; 2</td><td>4.00 % (25)</td><td>171,255 (30)</td><td>6,850</td><td>03/27/27</td></tr><tr><td>Lee Premium Outlets</td><td>4.17 %</td><td>47,480 (19)</td><td>3,156</td><td>06/01/26</td></tr><tr><td>Noventa Di Piave Designer Outlet Phases 1, 2, 3, 4</td><td>1.90 %</td><td>297,121 (30)</td><td>5,636 (2)</td><td>07/25/25</td></tr><tr><td>Ochtrup Designer Outlet</td><td>2.10 %</td><td>53,517 (30)</td><td>1,124 (2)</td><td>06/30/26</td></tr><tr><td>Opry Mills</td><td>4.09 %</td><td>375,000</td><td>15,345 (2)</td><td>07/01/26</td></tr><tr><td>Outlets at Orange, The</td><td>4.22 %</td><td>215,000</td><td>9,067 (2)</td><td>04/01/24</td></tr><tr><td>Oxford Valley Mall</td><td>6.00 %</td><td>23,109</td><td>1,387</td><td>12/07/22</td></tr><tr><td>Paris-Giverny Designer Outlet</td><td>5.93 % (38)</td><td>33,973</td><td>2,015 (2)</td><td>06/11/25</td></tr><tr><td>Parndorf Designer Outlet</td><td>2.00 %</td><td>195,869 (30)</td><td>3,917 (2)</td><td>07/04/29</td></tr><tr><td>Penn Square Mall</td><td>3.84 %</td><td>310,000</td><td>11,910 (2)</td><td>01/01/26</td></tr><tr><td>Phipps Plaza Hotel</td><td>6.14 % (1)</td><td>25,000</td><td>2,369</td><td>10/25/26 (3)</td></tr><tr><td>Pismo Beach Premium Outlets</td><td>3.33 %</td><td>32,124 (20)</td><td>1,951</td><td>09/06/26</td></tr><tr><td>Plaza Carolina</td><td>5.49 % (1)</td><td>225,000</td><td>12,356 (2)</td><td>07/27/23</td></tr><tr><td>Pleasant Prairie Premium Outlets</td><td>4.00 %</td><td>145,000</td><td>5,793 (2)</td><td>09/01/27</td></tr><tr><td>Potomac Mills</td><td>3.46 %</td><td>416,000</td><td>14,383 (2)</td><td>11/01/26</td></tr><tr><td>Provence Designer Outlet</td><td>4.92 %</td><td>101,405 (30)</td><td>6,021</td><td>07/27/27 (3)</td></tr><tr><td>Puerto Rico Premium Outlets</td><td>5.49 % (1)</td><td>160,000</td><td>8,787 (2)</td><td>07/26/23</td></tr><tr><td>Queenstown Premium Outlets</td><td>3.33 %</td><td>56,432 (20)</td><td>3,428</td><td>09/06/26</td></tr><tr><td>Roermond Designer Outlet</td><td>3.63 %</td><td>246,178 (30)</td><td>8,946 (2)</td><td>05/29/29</td></tr><tr><td>Roosendaal Designer Outlets</td><td>1.75 % (24)</td><td>63,820 (30)</td><td>2,817</td><td>02/23/24 (3)</td></tr><tr><td>Shops at Chestnut Hill, The</td><td>4.69 %</td><td>120,000</td><td>5,624 (2)</td><td>11/01/23</td></tr><tr><td>Southridge Mall</td><td>3.85 %</td><td>112,087</td><td>4,320 (2)</td><td>06/06/23</td></tr><tr><td>Summit Mall</td><td>3.31 %</td><td>85,000</td><td>2,817 (2)</td><td>10/01/26</td></tr><tr><td>Syosset Park</td><td>6.39 % (1)</td><td>75,485</td><td>4,825</td><td>05/12/26 (3)</td></tr><tr><td>University Park Village</td><td>3.85 %</td><td>52,352</td><td>3,113</td><td>05/01/28</td></tr><tr><td>White Oaks Mall</td><td>7.27 % (1)</td><td>40,190</td><td>3,920</td><td>06/01/24 (3)</td></tr><tr><td>Williamsburg Premium Outlets</td><td>4.23 %</td><td>185,000</td><td>7,824 (2)</td><td>02/06/26</td></tr><tr><td>Wolfchase Galleria</td><td>4.15 %</td><td>155,152</td><td>6,433 (2)</td><td>11/01/26</td></tr><tr><td>Total Consolidated Secured Indebtedness</td><td></td><td>$ 5,469,335</td><td></td><td></td></tr></table>



## Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

<table><tr><td colspan="6">Unsecured Indebtedness:</td></tr><tr><td colspan="6">Simon Property Group, L.P.</td></tr><tr><td>Revolving Credit Facility - USD</td><td>5.13 % (15)</td><td>$ 125,000</td><td>$ 6,413 (2)</td><td>06/30/25 (3)</td><td></td></tr><tr><td>Supplemental Credit Facility - EUR</td><td>3.81 % (16)</td><td>802,763 (37)</td><td>30,585 (2)</td><td>01/31/27 (3)</td><td></td></tr><tr><td>Unsecured Notes - 22C</td><td>6.75 %</td><td>600,000</td><td>40,500 (14)</td><td>02/01/40</td><td></td></tr><tr><td>Unsecured Notes - 25C</td><td>4.75 %</td><td>550,000</td><td>26,125 (14)</td><td>03/15/42</td><td></td></tr><tr><td>Unsecured Notes - 27B</td><td>3.75 %</td><td>600,000</td><td>22,500 (14)</td><td>02/01/24</td><td></td></tr><tr><td>Unsecured Notes - 28A</td><td>3.38 %</td><td>900,000</td><td>30,375 (14)</td><td>10/01/24</td><td></td></tr><tr><td>Unsecured Notes - 28B</td><td>4.25 %</td><td>400,000</td><td>17,000 (14)</td><td>10/01/44</td><td></td></tr><tr><td>Unsecured Notes - 29B</td><td>3.50 %</td><td>1,100,000</td><td>38,500 (14)</td><td>09/01/25</td><td></td></tr><tr><td>Unsecured Notes - 30B</td><td>3.30 %</td><td>800,000</td><td>26,400 (14)</td><td>01/15/26</td><td></td></tr><tr><td>Unsecured Notes - 31B</td><td>3.25 %</td><td>750,000</td><td>24,375 (14)</td><td>11/30/26</td><td></td></tr><tr><td>Unsecured Notes - 31C</td><td>4.25 %</td><td>550,000</td><td>23,375 (14)</td><td>11/30/46</td><td></td></tr><tr><td>Unsecured Notes - 32B</td><td>3.38 %</td><td>750,000</td><td>25,313 (14)</td><td>06/15/27</td><td></td></tr><tr><td>Unsecured Notes - 33A</td><td>2.75 %</td><td>600,000</td><td>16,500 (14)</td><td>06/01/23</td><td></td></tr><tr><td>Unsecured Notes - 33B</td><td>3.38 %</td><td>750,000</td><td>25,313 (14)</td><td>12/01/27</td><td></td></tr><tr><td>Unsecured Notes - 34A</td><td>2.00 %</td><td>1,000,000</td><td>20,000 (14)</td><td>09/13/24</td><td></td></tr><tr><td>Unsecured Notes - 34B</td><td>2.45 %</td><td>1,250,000</td><td>30,625 (14)</td><td>09/13/29</td><td></td></tr><tr><td>Unsecured Notes - 34C</td><td>3.25 %</td><td>1,250,000</td><td>40,625 (14)</td><td>09/13/49</td><td></td></tr><tr><td>Unsecured Notes - 35A</td><td>2.65 %</td><td>750,000</td><td>19,875 (14)</td><td>07/15/30</td><td></td></tr><tr><td>Unsecured Notes - 35B</td><td>3.80 %</td><td>750,000</td><td>28,500 (14)</td><td>07/15/50</td><td></td></tr><tr><td>Unsecured Notes - 36A</td><td>1.75 %</td><td>800,000</td><td>14,000 (14)</td><td>02/01/28</td><td></td></tr><tr><td>Unsecured Notes - 36B</td><td>2.20 %</td><td>700,000</td><td>15,400 (14)</td><td>02/01/31</td><td></td></tr><tr><td>Unsecured Notes - 37A</td><td>1.38 %</td><td>550,000</td><td>7,563 (14)</td><td>01/15/27</td><td></td></tr><tr><td>Unsecured Notes - 37B</td><td>2.25 %</td><td>700,000</td><td>15,750 (14)</td><td>01/15/32</td><td></td></tr><tr><td>Unsecured Notes - 38A</td><td>3.94 % (36)</td><td>500,000</td><td>19,700 (4)</td><td>01/11/24</td><td></td></tr><tr><td>Unsecured Notes - 38B</td><td>2.65 %</td><td>700,000</td><td>18,550 (14)</td><td>02/01/32</td><td></td></tr><tr><td>Unsecured Notes - Euro 3</td><td>1.25 %</td><td>535,175 (10)</td><td>6,690 (6)</td><td>05/13/25</td><td></td></tr><tr><td>Unsecured Notes - Euro 4</td><td>1.13 %</td><td>802,763 (13)</td><td>9,031 (6)</td><td>03/19/33</td><td></td></tr><tr><td colspan="2">Total Consolidated Unsecured Indebtedness</td><td>$ 19,565,701</td><td></td><td></td><td></td></tr><tr><td colspan="2">Total Consolidated Indebtedness at Face Amounts</td><td>$ 25,035,036</td><td></td><td></td><td></td></tr><tr><td colspan="2">Premium on Indebtedness</td><td>20,909</td><td></td><td></td><td></td></tr><tr><td colspan="2">Discount on Indebtedness</td><td>(50,894)</td><td></td><td></td><td></td></tr><tr><td colspan="2">Debt Issuance Costs</td><td>(108,210)</td><td></td><td></td><td></td></tr><tr><td colspan="2">Other Debt Obligations</td><td>63,445 (18)</td><td></td><td></td><td></td></tr><tr><td colspan="2">Total Consolidated Indebtedness</td><td>$ 24,960,286</td><td></td><td></td><td></td></tr><tr><td colspan="2">Our Share of Consolidated Indebtedness</td><td>$ 24,754,718</td><td></td><td></td><td></td></tr><tr><td colspan="6">Joint Venture Indebtedness:</td></tr><tr><td colspan="6">Secured Indebtedness:</td></tr><tr><td>Ami Premium Outlets</td><td>2.22 %</td><td>$ 6,532 (26)</td><td>$ 6,335</td><td>09/25/23</td><td></td></tr><tr><td>Arundel Mills</td><td>4.29 %</td><td>383,500</td><td>16,444 (2)</td><td>02/06/24</td><td></td></tr><tr><td>Ashford Designer Outlet</td><td>4.54 % (27)</td><td>125,206 (21)</td><td>5,689 (2)</td><td>05/23/27</td><td></td></tr><tr><td>Aventura Mall</td><td>4.12 %</td><td>1,750,000</td><td>72,122 (2)</td><td>07/01/28</td><td></td></tr><tr><td>Avenues, The</td><td>3.60 %</td><td>110,000</td><td>3,960 (2)</td><td>02/06/23</td><td></td></tr></table>



Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

<table><tr><td>Briarwood Mall</td><td>3.29 %</td><td>165,000</td><td>5,432 (2)</td><td>09/01/26</td></tr><tr><td>Busan Premium Outlets</td><td>2.87 %</td><td>87,519 (17)</td><td>2,515 (2)</td><td>11/23/25</td></tr><tr><td>Cape Cod Mall</td><td>6.66 % (35)</td><td>52,000</td><td>3,462 (2)</td><td>07/30/26 (3)</td></tr><tr><td>Charlotte Premium Outlets</td><td>4.27 %</td><td>100,000</td><td>4,961</td><td>07/01/28</td></tr><tr><td>Clarksburg Premium Outlets</td><td>3.95 %</td><td>160,000</td><td>8,921</td><td>01/01/28</td></tr><tr><td>Coconut Point</td><td>3.95 %</td><td>175,503</td><td>10,811</td><td>10/01/26</td></tr><tr><td>Colorado Mills - 1</td><td>4.28 %</td><td>123,778</td><td>8,050</td><td>11/01/24</td></tr><tr><td>Colorado Mills - 2</td><td>2.80 %</td><td>30,000</td><td>840 (2)</td><td>07/01/31</td></tr><tr><td>Concord Mills</td><td>6.55 %</td><td>234,790</td><td>17,773</td><td>11/01/32</td></tr><tr><td>Dadeland Mall</td><td>3.11 %</td><td>377,775</td><td>19,868</td><td>01/05/27</td></tr><tr><td>Dadeland Mall Hotel</td><td>6.74 % (1)</td><td>29,072</td><td>1,960 (2)</td><td>07/01/24 (3)</td></tr><tr><td>Del Amo Fashion Center</td><td>3.66 %</td><td>585,000</td><td>21,396 (2)</td><td>06/01/27</td></tr><tr><td>Domain Westin</td><td>4.12 %</td><td>60,363</td><td>5,653</td><td>09/01/25</td></tr><tr><td>Dover Mall</td><td>5.57 %</td><td>79,104</td><td>4,406 (2)</td><td>08/06/26</td></tr><tr><td>Falls, The</td><td>3.45 %</td><td>150,000</td><td>5,175 (2)</td><td>09/01/26</td></tr><tr><td>Fashion Centre Pentagon</td><td>6.94 % (41)</td><td>455,000</td><td>31,573 (2)</td><td>05/09/26 (3)</td></tr><tr><td>Fashion Valley</td><td>7.89 % (34)</td><td>415,000</td><td>32,750 (2)</td><td>02/01/26 (3)</td></tr><tr><td>Florida Mall, The</td><td>6.30 % (39)</td><td>600,000</td><td>37,800 (2)</td><td>02/09/27 (3)</td></tr><tr><td>Fukaya-Hanazon Premium Outlets</td><td>0.76 %</td><td>81,617 (26)</td><td>618 (2)</td><td>09/30/32</td></tr><tr><td>Galleria, The</td><td>3.55 %</td><td>1,200,000</td><td>42,598 (2)</td><td>03/01/25</td></tr><tr><td>Genting Highland Premium Outlets</td><td>4.56 % (7)</td><td>13,928 (9)</td><td>6,754</td><td>02/14/24</td></tr><tr><td>Gotemba Premium Outlets</td><td>0.16 %</td><td>99,160 (26)</td><td>161 (2)</td><td>04/08/27</td></tr><tr><td>Grapevine Mills</td><td>3.83 %</td><td>268,000</td><td>10,272 (2)</td><td>10/01/24</td></tr><tr><td>Hamilton Town Center</td><td>6.71 % (35)</td><td>80,000</td><td>5,366 (2)</td><td>02/24/27 (3)</td></tr><tr><td>Johor Premium Outlet</td><td>4.06 % (7)</td><td>4,533 (9)</td><td>184 (2)</td><td>10/31/23</td></tr><tr><td>Katy Mills</td><td>5.77 %</td><td>129,497</td><td>9,059</td><td>08/01/32</td></tr><tr><td>Kobe-Sanda Premium Outlets</td><td>0.34 % (12)</td><td>6,866 (26)</td><td>24 (2)</td><td>01/31/23</td></tr><tr><td>Lehigh Valley Mall</td><td>4.06 %</td><td>181,327</td><td>11,526</td><td>11/01/27</td></tr><tr><td>Liberty Tree Mall</td><td>3.41 %</td><td>27,592</td><td>942</td><td>05/06/23</td></tr><tr><td>Malaga Designer Outlet</td><td>4.88 % (22)</td><td>63,974 (30)</td><td>3,123 (2)</td><td>02/09/23</td></tr><tr><td>Mall at Rockingham Park, The</td><td>4.04 %</td><td>262,000</td><td>10,585 (2)</td><td>06/01/26</td></tr><tr><td>Mall at Tuttle Crossing, The</td><td>3.56 %</td><td>114,814</td><td>4,092 (2)</td><td>05/01/23</td></tr><tr><td>Mall of New Hampshire, The</td><td>4.11 %</td><td>150,000</td><td>6,162 (2)</td><td>07/01/25</td></tr><tr><td>Meadwood Mall</td><td>5.70 %</td><td>105,766</td><td>8,194</td><td>12/01/26</td></tr><tr><td>Miami International Mall</td><td>4.42 %</td><td>160,000</td><td>7,072 (2)</td><td>02/06/24</td></tr><tr><td>Norfolk Premium Outlets</td><td>4.50 %</td><td>75,000</td><td>3,375 (2)</td><td>04/01/32</td></tr><tr><td>Northshore Mall</td><td>3.30 %</td><td>215,706</td><td>7,118</td><td>07/05/23</td></tr><tr><td>Paju Premium Outlets</td><td>3.06 %</td><td>48,339 (17)</td><td>1,480 (2)</td><td>03/13/25</td></tr><tr><td>Premium Outlet Collection Edmonton IA</td><td>6.04 % (40)</td><td>100,758 (5)</td><td>6,083 (2)</td><td>11/30/23</td></tr><tr><td>Premium Outlets Montréal</td><td>3.08 %</td><td>88,592 (5)</td><td>2,729 (2)</td><td>06/01/24</td></tr><tr><td>Quaker Bridge Mall</td><td>4.50 %</td><td>180,000</td><td>8,100 (2)</td><td>05/01/26</td></tr><tr><td>Queretaro Premium Outlets - Fixed</td><td>11.99 %</td><td>21,488 (32)</td><td>4,352</td><td>12/20/33</td></tr><tr><td>Queretaro Premium Outlets - Variable</td><td>13.92 %</td><td>2,583 (32)</td><td>360 (2)</td><td>06/20/23</td></tr><tr><td>Rinku Premium Outlets - Fixed</td><td>0.30 %</td><td>45,004 (26)</td><td>136 (2)</td><td>07/31/27</td></tr><tr><td>Roermond 4 Designer Outlet</td><td>1.95 % (23)</td><td>179,897 (30)</td><td>3,515 (2)</td><td>08/18/25</td></tr><tr><td>Roosevelt Field Hotel</td><td>6.81 % (33)</td><td>48,802</td><td>3,324 (2)</td><td>06/29/27 (3)</td></tr></table>



## Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

<table><tr><td>Round Rock Residential</td><td>6.39 % (1)</td><td>15,849</td><td>1,013</td><td>08/26/26 (3)</td></tr><tr><td>Sano Premium Outlets</td><td>0.28 %</td><td>34,706 (26)</td><td>98 (2)</td><td>02/28/25</td></tr><tr><td>Sawgrass Mills Hotel</td><td>6.95 % (33)</td><td>28,151</td><td>1,956 (2)</td><td>06/07/24 (3)</td></tr><tr><td>Shisui Premium Outlets Phase 1</td><td>0.32 % (12)</td><td>21,358 (26)</td><td>69 (2)</td><td>05/31/23</td></tr><tr><td>Shisui Premium Outlets Phase 2</td><td>0.37 %</td><td>38,138 (26)</td><td>139 (2)</td><td>05/31/29</td></tr><tr><td>Shisui Premium Outlets Phase 3</td><td>0.33 % (12)</td><td>19,833 (26)</td><td>64 (2)</td><td>11/30/23</td></tr><tr><td>Shops at Clearfork, The</td><td>2.81 % (27)</td><td>145,000</td><td>4,075 (2)</td><td>03/11/30</td></tr><tr><td>Shops at Crystals, The</td><td>3.74 %</td><td>550,000</td><td>20,592 (2)</td><td>07/01/26</td></tr><tr><td>Shops at Mission Viejo, The</td><td>3.61 %</td><td>295,000</td><td>10,650 (2)</td><td>02/01/23</td></tr><tr><td>Siam Premium Outlets Bangkok</td><td>6.28 %</td><td>67,829 (11)</td><td>4,256 (2)</td><td>06/05/31</td></tr><tr><td>Siheung Premium Outlets</td><td>2.51 %</td><td>118,868 (17)</td><td>2,984 (2)</td><td>03/15/24</td></tr><tr><td>Silver Sands Premium Outlets</td><td>3.96 %</td><td>140,000</td><td>5,543 (2)</td><td>03/01/32</td></tr><tr><td>Smith Haven Mall</td><td>7.39 % (1)</td><td>171,750</td><td>12,695 (2)</td><td>03/31/24 (3)</td></tr><tr><td>Solomon Pond Mall</td><td>4.01 %</td><td>91,176</td><td>3,656</td><td>11/01/22 (8)</td></tr><tr><td>Southdale Hotel</td><td>6.71 % (35)</td><td>16,764</td><td>1,691 (2)</td><td>06/01/25</td></tr><tr><td>Southdale Residential</td><td>4.46 %</td><td>36,196</td><td>1,614</td><td>10/15/35</td></tr><tr><td>Springfield Mall</td><td>4.45 %</td><td>56,607</td><td>3,922</td><td>10/06/25</td></tr><tr><td>Square One Mall</td><td>5.47 %</td><td>80,216</td><td>4,390 (2)</td><td>01/06/27</td></tr><tr><td>St. Johns Town Center</td><td>3.82 %</td><td>350,000</td><td>13,367 (2)</td><td>09/11/24</td></tr><tr><td>St. Louis Premium Outlets</td><td>4.06 %</td><td>89,709</td><td>5,466</td><td>10/06/24</td></tr><tr><td>Stoneridge Shopping Center</td><td>3.50 %</td><td>330,000</td><td>11,550 (2)</td><td>09/05/26</td></tr><tr><td>Tanger Outlets Columbus</td><td>6.25 %</td><td>71,000</td><td>4,439 (2)</td><td>10/01/32</td></tr><tr><td>Tanger Outlets - Galveston/Houston</td><td>6.24 % (1)</td><td>64,500</td><td>4,026 (2)</td><td>07/01/23</td></tr><tr><td>Toki Premium Outlets - Fixed</td><td>0.21 %</td><td>20,214 (26)</td><td>42 (2)</td><td>11/30/24</td></tr><tr><td>Toki Premium Outlets - Variable</td><td>0.29 % (12)</td><td>2,670 (26)</td><td>8 (2)</td><td>11/30/24</td></tr><tr><td>Tosu Premium Outlets</td><td>0.20 % (12)</td><td>47,292 (26)</td><td>93 (2)</td><td>10/31/26</td></tr><tr><td>Twin Cities Premium Outlets</td><td>4.32 %</td><td>115,000</td><td>4,968 (2)</td><td>11/06/24</td></tr><tr><td>Vancouver Designer Outlet</td><td>5.67 % (27)</td><td>121,813 (5)</td><td>6,907 (2)</td><td>12/01/27 (3)</td></tr><tr><td>West Midlands Designer Outlets</td><td>7.52 % (28)</td><td>77,422 (21)</td><td>5,825 (2)</td><td>02/27/23</td></tr><tr><td>Westchester, The</td><td>3.25 %</td><td>400,000</td><td>13,000 (2)</td><td>02/01/30</td></tr><tr><td>Woodfield Mall</td><td>4.50 %</td><td>381,019</td><td>26,022</td><td>03/05/24</td></tr><tr><td>Yeoju Premium Outlets</td><td>2.95 %</td><td>53,090 (17)</td><td>1,564 (2)</td><td>09/28/24</td></tr><tr><td>Total Joint Venture Secured Indebtedness at Face Amount</td><td>$ 14,261,555</td><td></td><td></td><td></td></tr><tr><td>TMLP Indebtedness at Face Amount</td><td>345,321 (29)</td><td></td><td></td><td></td></tr><tr><td>Total Joint Venture and TMLP Indebtedness at Face Amount</td><td>14,606,876</td><td></td><td></td><td></td></tr><tr><td>Debt Issuance Costs</td><td>(36,955)</td><td></td><td></td><td></td></tr><tr><td>Total Joint Venture Indebtedness</td><td>$ 14,569,921</td><td></td><td></td><td></td></tr><tr><td>Our Share of Joint Venture Indebtedness</td><td>$ 6,769,992 (31)</td><td></td><td></td><td></td></tr><tr><td>Taubman Realty Group Indebtedness:</td><td>TRG Share</td><td></td><td></td><td></td></tr><tr><td>Secured Indebtedness:</td><td>of Face Amount</td><td></td><td></td><td></td></tr><tr><td>Cherry Creek Shopping Center</td><td>3.85 %</td><td>$ 275,000</td><td>$ 10,588 (2)</td><td>06/01/28</td></tr><tr><td>City Creek Center</td><td>4.37 %</td><td>69,932</td><td>5,001</td><td>08/01/23</td></tr></table>



Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

<table><tr><td>Country Club Plaza</td><td>3.85 %</td><td>149,102</td><td>8,934</td><td>04/01/26</td></tr><tr><td>Dolphin Mall</td><td>3.98 % (44)</td><td>1,000,000</td><td>39,800 (2)</td><td>05/09/27 (3)</td></tr><tr><td>Fair Oaks Mall</td><td>5.32 %</td><td>121,566</td><td>8,533</td><td>05/10/23</td></tr><tr><td>Gardens Mall, The</td><td>4.34 %</td><td>101,771</td><td>4,670</td><td>07/15/25</td></tr><tr><td>Great Lakes Crossing Outlets</td><td>3.60 %</td><td>177,529</td><td>12,074</td><td>01/06/23</td></tr><tr><td>International Market Place</td><td>6.45 % (45)</td><td>163,625</td><td>10,554 (2)</td><td>08/09/24</td></tr><tr><td>International Plaza</td><td>5.46 % (43)</td><td>238,977</td><td>13,048 (2)</td><td>10/09/26 (3)</td></tr><tr><td>Mall at Green Hills, The</td><td>6.78 % (42)</td><td>150,000</td><td>10,170 (2)</td><td>01/01/27 (3)</td></tr><tr><td>Mall at Millenia, The</td><td>3.94 %</td><td>225,000</td><td>8,875 (2)</td><td>10/15/24</td></tr><tr><td>Mall at Short Hills, The</td><td>3.48 %</td><td>1,000,000</td><td>34,800 (2)</td><td>10/01/27</td></tr><tr><td>Mall at University Town Center, The</td><td>3.40 %</td><td>140,000</td><td>4,760 (2)</td><td>11/01/26</td></tr><tr><td>Sunvalley</td><td>4.44 %</td><td>76,256</td><td>5,634</td><td>09/01/22 (8)</td></tr><tr><td>Twelve Oaks Mall</td><td>4.85 %</td><td>277,901</td><td>18,673</td><td>03/06/28</td></tr><tr><td>Waterside Shops</td><td>3.86 %</td><td>80,116</td><td>4,615</td><td>04/15/26</td></tr><tr><td>Westfarms</td><td>5.50 %</td><td>192,852</td><td>15,315</td><td>10/01/23</td></tr><tr><td>CityOn.Xian</td><td>6.00 %</td><td>33,828 (46)</td><td>7,902</td><td>03/14/29</td></tr><tr><td>CityOn.Zhengzhou</td><td>5.60 %</td><td>35,306 (46)</td><td>8,137</td><td>03/22/32</td></tr><tr><td>Starfield Anseong</td><td>2.17 %</td><td>109,689 (47)</td><td>16,729</td><td>02/27/25</td></tr><tr><td>Starfield Hanam</td><td>2.38 %</td><td>76,783 (47)</td><td>11,872</td><td>10/26/25</td></tr><tr><td>Total TRG Secured Indebtedness at TRG Share of Face Amount</td><td></td><td>$ 4,695,233</td><td></td><td></td></tr><tr><td>Corporate and Other Indebtedness:</td><td></td><td></td><td></td><td></td></tr><tr><td>TRG U.S. Headquarters</td><td>3.49 %</td><td>12,000</td><td>419 (2)</td><td>03/01/24</td></tr><tr><td>Other</td><td>6.61 %</td><td>12,000</td><td>793 (2)</td><td>11/01/27 (3)</td></tr><tr><td>Total TRG Corporate and Other Indebtedness at TRG Share of Face Amount</td><td></td><td>$ 24,000</td><td></td><td></td></tr><tr><td>Discount on Indebtedness</td><td></td><td>(8,852)</td><td></td><td></td></tr><tr><td>Total TRG Indebtedness at TRG Share</td><td></td><td>$ 4,710,381</td><td></td><td></td></tr><tr><td>Our Share of TRG Indebtedness</td><td></td><td>$ 3,768,307</td><td></td><td></td></tr></table>

(1) Variable rate loans based on one-month (1M) LIBOR plus interest rate spreads ranging from 110 bps to 300 bps. 1M LIBOR as of December 31, 2022, was 4.39%.

(2) Requires monthly payment of interest only.

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

(4) Requires quarterly payments of interest only.

(5) Amount shown in USD equivalent. CAD equivalent is 421.5 million.

(6) Requires annual payment of interest only.

(7) Variable rate loans based on Cost of Fund plus interest rate spreads ranging from 125 bps to 175 bps. Cost of Fund as of December 31, 2022, was 2.81%.

(8) Mortgage is outstanding as of 12/31/2022.

(9) Amount shown in USD equivalent. Ringgit equivalent is 81.5 million.



# Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

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

(11) Amount shown in USD equivalent. Baht equivalent is 2.3 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, 2022, 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, 2022, 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, 2022, $6.6 billion was available after outstanding borrowings and letters of credit under our Credit Facilities.

(16) Supplemental Credit Facility. Subsequent to December 31, 2022, we completed an interest rate swap agreement to effectively swap the interest rate to the all-in rate presented.

(17) Amount shown in USD equivalent. Won equivalent is 388.4 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 167.5 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.

(23) Variable rate loan based on 3M EURIBOR plus an interest rate spread of 130 bps. Through an interest rate cap agreement, 3M EURIBOR is capped at 0.65%.

(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 250 bps. Through an interest rate cap agreement, 3M EURIBOR is currently fixed at 1.50%.

(26) Amount shown in USD equivalent. Yen equivalent is 55.5 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 three-month (3M) GBP LIBOR plus an interest rate spread of 365 bps. 3M GBP LIBOR as of December 31, 2022, was 3.87%.

(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 1.3 billion.

(31) Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including 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 $128.0 million of payment guarantees provided by the Operating Partnership.

(32) Amount shown in USD equivalent. Peso equivalent is 469.1 million.

(33) Variable rate loans based on 30-day Average SOFR plus interest rate spreads ranging from 275 bps to 295 bps. Through interest cap agreement, 30-day Average SOFR is currently fixed at 4.00%.

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

(35) Variable rate loan based on one-month (1M) SOFR plus interest rate spreads ranging from 230 bps to 235 bps. 1M SOFR as of December 31, 2022, was 4.36%.

(36) Variable rate bond based on SOFR index plus 43 bps.

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



# Mortgage and Unsecured Debt
As of December 31, 2022
(Dollars in thousands)

(38) Variable rate loan based on 3M EURIBOR plus interest rate spreads ranging from 270 bps to 380 bps. Through interest cap agreements, 3M EURIBOR is currently fixed at 1.00%.

(39) Variable rate loan based on 1M SOFR plus an interest rate spread of 230 bps. Through an interest cap agreement, 1M SOFR is currently fixed at 4.00%.

(40) Variable rate loan based on one-month (1M) CDOR plus an interest spread of 130 bps. 1M CDOR as of December 31, 2022, was 4.74%.

(41) Variable rate loan based on 1M LIBOR plus an interest rate spread of 294 bps. Through interest cap agreement, 1M LIBOR is currently fixed at 4.00%.

(42) Variable rate loan based on 30 day Average SOFR, which is subject to a floor of 0.035%, plus an interest rate spread of 272 bps. Through an interest rate cap agreement, 30 day Average SOFR is currently fixed at 4.00%.

(43) Variable rate loan based on 1M LIBOR, which is subject to a floor of 0.00% plus an interest rate spread of 196bps. Through interest rate cap agreements, 1M LIBOR is currently fixed at 3.50%.

(44) Variable rate loan based on 1M Term SOFR, which is subject to a floor of 0.00% plus an interest rate spread of 310bps. Through interest rate swap agreements, 1M Term SOFR is currently fixed at 0.88%.

(45) Variable rate loan based on 1M LIBOR, which is subject to a floor of 0.00% plus an interest rate spread of 250bps. Through interest rate swap agreements related to a portion of the total outstanding debt, 1M LIBOR is currently fixed at 0.88%.

(46) Amounts shown in USD Equivalent. CNY Equivalent is 1.9 billion.

(47) Amounts shown in USD Equivalent. KRW Equivalent is 847.5 billion.

The changes in consolidated mortgages and unsecured indebtedness for the years ended December 31, 2022, 2021 and 2020 are as follows:

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Balance, Beginning of Year.</td><td>$ 25,321,022</td><td>$ 26,723,361</td><td>$ 24,163,230</td></tr><tr><td>Additions during period:</td><td></td><td></td><td></td></tr><tr><td>New Loan Originations.</td><td>3,443,739</td><td>9,255,220</td><td>15,269,791</td></tr><tr><td>Loans assumed in acquisitions and consolidation.</td><td>85,689</td><td>46,263</td><td>—</td></tr><tr><td>Net (Discount)/Premium.</td><td>(1,922)</td><td>(9,118)</td><td>28,906</td></tr><tr><td>Net Debt Issuance Costs.</td><td>(10,166)</td><td>(35,818)</td><td>(34,931)</td></tr><tr><td>Deductions during period:</td><td></td><td></td><td></td></tr><tr><td>Loan Retirements.</td><td>(3,687,330)</td><td>(10,386,133)</td><td>(12,932,448)</td></tr><tr><td>Amortization of Net Discounts/(Premiums).</td><td>7</td><td>168</td><td>174</td></tr><tr><td>Debt Issuance Cost Amortization.</td><td>26,113</td><td>24,794</td><td>23,076</td></tr><tr><td>Scheduled Principal Amortization.</td><td>(22,446)</td><td>(48,386)</td><td>(51,728)</td></tr><tr><td>Foreign Currency Translation.</td><td>(194,420)</td><td>(249,329)</td><td>257,291</td></tr><tr><td>Balance, Close of Year.</td><td>$ 24,960,286</td><td>$ 25,321,022</td><td>$ 26,723,361</td></tr></table>



## 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.



## 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 1,109 as of January 31, 2023. 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 2022 aggregated $6.90 per share. Common stock cash dividends during 2021 aggregated $7.15 per share. On February 6, 2023, Simon’s Board of Directors declared a quarterly cash dividend for the first quarter of 2023 of $1.80 per share, payable on March 31, 2023 to shareholders of record on March 10, 2023.

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, 2022.

## 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, 2022.

## 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 240 as of January 31, 2023.

## 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



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 2022 aggregated $6.90 per unit. Distributions during 2021 aggregated $7.15 per unit. On February 6, 2023, Simon’s Board of Directors declared a quarterly cash distribution for the first quarter of 2023 of $1.80 per unit, payable on March 31, 2023 to unitholders of record on March 10, 2023. 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, 2022.

## Issuer Purchases of Equity Securities

During the quarter ended December 31, 2022, the Operating Partnership redeemed 810 units from a limited partner for $0.09 million in cash.

## Item 6. Reserved



## 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, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 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, 2022, we had ownership in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2022, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in 14 countries in Europe.

We 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,

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

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

We consider FFO, comparable FFO, net operating income, or NOI, and portfolio NOI to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. 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 measures 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 had a material negative impact on economic and market conditions around the world. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have at times imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. As a result of the COVID-19 pandemic and these measures, the Company has experienced and may continue to experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments. Due to certain restrictive governmental orders placed on us, our domestic portfolio lost approximately 13,500 shopping days in 2020, the majority of which occurred in the second quarter.

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

• significantly reduced all non-essential corporate spending,

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

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

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



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

## Results Overview

Diluted earnings per share and diluted earnings per unit decreased $0.32 during 2022 to $6.52 as compared to $6.84 in 2021. The decrease in diluted earnings per share and diluted earnings per unit was primarily attributable to:

- 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 gain in 2021 on the disposal, exchange, or revaluation of equity interests of $178.7 million, or $0.48 per diluted share/unit, of which $159.8 million, or $0.43 per diluted share/unit, was non-cash,

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

- an unrealized unfavorable change in fair value of publicly traded equity instruments of $53.1 million, or $0.14 per diluted share/unit, partially offset by

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

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

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

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

- improved operating performance and solid core business fundamentals in 2022, as discussed below, and the impact of our acquisition, development and expansion activity.

Portfolio NOI increased 5.7% in 2022 as compared to 2021. Average base minimum rent for U.S. Malls and Premium Outlets increased 2.3% to $55.13 psf as of December 31, 2022, from $53.91 psf as of December 31, 2021. Ending occupancy for our U.S. Malls and Premium Outlets increased 1.5% to 94.9% as of December 31, 2022, from 93.4% as of December 31, 2021, primarily due to leasing activity, partially offset by 2021 tenant bankruptcy activity.

Our effective overall borrowing rate at December 31, 2022 on our consolidated indebtedness increased 36 basis points to 3.22% as compared to 2.86% at December 31, 2021. This increase was primarily due to an increase in the effective overall borrowing rate on variable rate debt of 273 basis points (3.93% at December 31, 2022 as compared to 1.20% at December 31, 2021) offset by a decrease in the effective overall borrowing rate on fixed rate debt of 13 basis points (3.15% at December 31, 2022 as compared to 3.28% at December 31, 2021). The weighted average years to maturity of our consolidated indebtedness was 7.5 years and 7.8 years at December 31, 2022 and 2021, respectively.

Our financing activity for the year ended December 31, 2022 included:

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

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



- completing on January 11, 2022, 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.

## 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 and TRG from our other U.S. operations. We also do not include any information for properties located outside the United States.

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.

<table><tr><td></td><td>2022</td><td>%/Basis Point Change (1)</td><td>2021</td><td>%/Basis Point Change (1)</td><td>2020</td></tr><tr><td>U.S. Malls and Premium Outlets:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Ending Occupancy</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Consolidated</td><td>94.9%</td><td>140 bps</td><td>93.5%</td><td>200 bps</td><td>91.5%</td></tr><tr><td>Unconsolidated</td><td>94.9%</td><td>180 bps</td><td>93.1%</td><td>220 bps</td><td>90.9%</td></tr><tr><td>Total Portfolio</td><td>94.9%</td><td>150 bps</td><td>93.4%</td><td>210 bps</td><td>91.3%</td></tr><tr><td>Average Base Minimum Rent per Square Foot</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Consolidated</td><td>53.95</td><td>2.6%</td><td>$ 52.59</td><td>-2.6%</td><td>$ 53.98</td></tr><tr><td>Unconsolidated</td><td>58.36</td><td>1.4%</td><td>$ 57.55</td><td>-5.6%</td><td>$ 60.97</td></tr><tr><td>Total Portfolio</td><td>55.13</td><td>2.3%</td><td>$ 53.91</td><td>-3.4%</td><td>$ 55.80</td></tr><tr><td>U.S. TRG:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Ending Occupancy</td><td>94.5%</td><td>330 bps</td><td>91.2%</td><td>60 bps</td><td>90.6%</td></tr><tr><td>Average Base Minimum Rent per Square Foot</td><td>61.76</td><td>5.2%</td><td>$ 58.69</td><td>5.3%</td><td>$ 55.75</td></tr><tr><td>The Mills:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Ending Occupancy</td><td>98.2%</td><td>60 bps</td><td>97.6%</td><td>230 bps</td><td>95.3%</td></tr><tr><td>Average Base Minimum Rent per Square Foot</td><td>34.89</td><td>3.2%</td><td>$ 33.80</td><td>0.1%</td><td>$ 33.77</td></tr></table>

(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 outlets 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.

## Current Leasing Activities

During the twelve months ended December 31, 2022, we signed 1,262 new leases and 1,517 renewal leases (excluding mall anchors and majors, new development, redevelopment and leases with terms of one year or less) with a fixed minimum rent across our U.S. Malls and Premium Outlets portfolio, comprising approximately 9.1 million square feet, of which 7.0 million square feet related to consolidated properties. During 2021, we signed 992 new leases and 1,460 renewal leases with a fixed minimum rent, comprising approximately 8.3 million square feet, of which 6.5 million square feet related to consolidated properties. The average annual initial base minimum rent for new leases was $55.41 per square foot in 2022 and $55.90 per square foot in 2021 with an average tenant allowance on new leases of $53.01 per square foot and $53.75 per square foot, respectively.



## 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.

<table><tr><td></td><td>December 31, 2022</td><td>%/basis point Change</td><td>December 31, 2021</td><td>%/basis point Change</td><td>December 31, 2020</td></tr><tr><td>Ending Occupancy</td><td>99.8%</td><td>0 bps</td><td>99.8%</td><td>+30 bps</td><td>99.5%</td></tr><tr><td>Average Base Minimum Rent per Square Foot</td><td>¥ 5,779</td><td>4.90%</td><td>¥ 5,509</td><td>1.14%</td><td>¥ 5,447</td></tr></table>

## 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



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

The following acquisitions, dispositions, and openings of consolidated properties affected our consolidated results in the comparative periods:

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

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

• During 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.

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 2022, we disposed of one retail property.

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

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

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

• During the third quarter of 2022, we disposed of one retail property.

• 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.

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

- On July 1, 2021, we sold 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 noncontrolling interest in the licensing venture is 49% and was acquired for cash consideration of $100.8 million.

- On April 12, 2021, we opened West Midlands Designer Outlet, a 197,000 square foot center in Cannock, United Kingdom. We own a 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 Outlet, a 191,000 square foot center in Malaga, Spain. We own a 46% interest in this center.

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

For the purposes of the following comparisons between the years ended December 31, 2022 and 2021 and the years ended December 31, 2021 and 2020, 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, 2022 vs. Year Ended December 31, 2021

Lease income increased $168.5 million, of which the property transactions accounted for a $23.2 million decrease. Comparable lease income increased $191.7 million, or 4.1%. Total lease income increased primarily due to an increase in fixed lease income of $156.6 million primarily due to an increase in fixed minimum lease consideration, higher occupancy, and an increase in variable lease income of $11.9 million primarily related to higher consideration based on tenant sales.

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

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

Other expense increased $11.7 million primarily due to an increase in legal fees and foreign currency revaluations.

Interest expense decreased $34.5 million primarily related to the early extinguishment of nine secured loans, the disposition of three retail properties, and the refinancing of two retail properties at lower interest rates in 2021, partially offset by the issuances of Euro and USD bonds and interest increases due to variable rates in 2022.



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

During 2022, we recorded a $159.0 million non-cash gain as a result of the sale to ABG of all of our interests in the Eddie Bauer licensing venture for additional interests in ABG, partially offset by a loss of $37.8 million on the revaluation or disposal of other investments. During 2021, we recorded a non-cash gain of $159.8 million as a result of the sale to ABG of all of our interests in the licensing ventures of Forever 21 and Brooks Brothers for additional interests in ABG and a gain on the sale of a portion of our interest in ABG of $18.8 million, as discussed further in Note 6.

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

Income from unconsolidated entities decreased $134.9 million primarily due to unfavorable results of operations year over year from our other platform investments of $216.1 million, as well as the reversal in 2021 of a previously established deferred tax liability at Klépierre resulting in a non-cash gain, of which our share was $118.4 million, partially offset by favorable year over year results of operations across the properties and TRG in 2022.

During 2022, we recorded a $19.9 million gain on the disposition of one unconsolidated property, a $2.1 million gain related to excess insurance proceeds and a $1.3 million gain on the disposition of certain assets by Klépierre, partially offset by a $17.7 million loss primarily related to the disposition of one consolidated property. During 2021, we recorded gains of $184.0 million related to the disposition of three consolidated properties, our interest in one unconsolidated property and the impact from the consolidation of one property that was previously unconsolidated, and gains of $21.2 million related to property insurance recoveries of previously depreciated assets.

Simon’s net income attributable to noncontrolling interests decreased $6.2 million due to a decrease in the net income of the Operating Partnership.

## 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.

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

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

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 Note 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.

## 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 9.0% of our total consolidated debt at December 31, 2022. 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 $4.2 billion in the aggregate during 2022. 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 increased $87.7 million during 2022 to $621.6 million as of December 31, 2022 as further discussed below.

On December 31, 2022, we had an aggregate available borrowing capacity of approximately $6.6 billion under the Facilities, net of outstanding borrowings of $927.8 million and letters of credit of $10.0 million. For the year ended December 31, 2022, the maximum aggregate outstanding balance under the Credit Facilities was $1.2 billion and the weighted average outstanding balance was $260.7 million. The weighted average interest rate was 2.15% for the year ended December 31, 2022.

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 2023.



## Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $4.2 billion during 2022. In addition, we had net repayments of debt from our debt financing and repayment activities of $0.3 billion in 2022. These activities are further discussed below under “Financing and Debt.” During 2022, we also:

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

• paid stockholder dividends and unitholder distributions totaling approximately $2.6 billion and preferred unit distributions totaling $5.3 million,

• funded consolidated capital expenditures of $650.0 million (including development and other costs of $108.2 million, redevelopment and expansion costs of $282.5 million, and tenant costs and other operational capital expenditures of $259.3 million),

• funded investments in unconsolidated entities of $235.8 million, and

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

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. 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 2023, 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, 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, 2022, our unsecured debt consisted of $18.6 billion of senior unsecured notes of the Operating Partnership, $125.0 million outstanding under the Credit Facility, and $802.8 million (U.S. dollar equivalent) of Euro-denominated borrowings outstanding under the Supplemental Facility.

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.

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 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 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, 2022 we had an aggregate available borrowing capacity of $6.6 billion under the Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2022 was $1.2 billion and the weighted average outstanding balance was $260.7 million. Letters of credit of $10.0 million were outstanding under the Facilities as of December 31, 2022.

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, 2022, we had no outstanding balance under the Commercial Paper program. Borrowings under the Commercial Paper program reduce amounts otherwise available under the Credit Facilities.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 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 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.

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

Subsequent to December 31, 2022, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. This interest rate swap matures on January 17, 2024.

## Mortgage Debt

Total mortgage indebtedness was $5.5 billion and $5.4 billion at December 31, 2022 and 2021, 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, 2022, we were in compliance with all covenants of our unsecured debt.

At December 31, 2022, our consolidated subsidiaries were the borrowers under 38 non-recourse mortgage notes secured by mortgages on 41 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, 2022, 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.



## Summary of Financing

Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of December 31, 2022 and 2021, consisted of the following (dollars in thousands):

<table><tr><td>Debt Subject to</td><td>Adjusted Balance as of December 31, 2022</td><td>Effective Weighted Average Interest Rate(1)</td><td>Adjusted Balance as of December 31, 2021</td><td>Effective Weighted Average Interest Rate(1)</td></tr><tr><td>Fixed Rate</td><td>$ 22,673,703</td><td>3.15%</td><td>$ 23,364,566</td><td>2.99%</td></tr><tr><td>Variable Rate</td><td>2,286,583</td><td>3.93%</td><td>1,956,456</td><td>1.22%</td></tr><tr><td></td><td>$ 24,960,286</td><td>3.22%</td><td>$ 25,321,022</td><td>2.86%</td></tr></table>

(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, 2022, and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:

<table><tr><td></td><td>2023</td><td>2024-2025</td><td>2026-2027</td><td>After 2027</td><td>Total</td></tr><tr><td>Long Term Debt (1)</td><td>$ 1,342,656</td><td>$ 5,988,390</td><td>$ 7,202,582</td><td>$ 10,501,408</td><td>$ 25,035,036</td></tr><tr><td>Interest Payments (2)</td><td>803,119</td><td>1,343,300</td><td>870,646</td><td>3,527,289</td><td>6,544,353</td></tr><tr><td>Consolidated Capital Expenditure Commitments (3)</td><td>192,707</td><td>—</td><td>—</td><td>—</td><td>192,707</td></tr><tr><td>Lease Commitments (4)</td><td>33,163</td><td>61,443</td><td>61,510</td><td>828,521</td><td>984,637</td></tr></table>

(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, 2022.

(3) Represents contractual commitments for capital projects and services at December 31, 2022. Our share of estimated 2023 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.

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, 2022, the Operating Partnership guaranteed joint venture-related mortgage indebtedness of $128.0 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.

## 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. On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture partner for $14.0 million in cash consideration, including a pro-rata share of working capital, resulting in the consolidation of this property. The property is subject to an $85.7 million 3.29% variable rate mortgage loan. We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.

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 was a consolidated VIE which was formed for the purpose of effecting a business combination and was targeting innovative businesses that operate within Simon’s “Live, Work, Play, Stay, Shop” ecosystem.

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.

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.

In December 2022, the SPAC was liquidated and dissolved. In connection with this event, we recorded a loss of $10.2 million, representing our sponsor investment in the SPAC.

During 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million. We also recorded a non-cash gain of $19.9 million related to the disposition of one unconsolidated retail property in satisfaction of its $99.6 million non-recourse mortgage loan. These are included in a gain on acquisitions of controlling interest, sale or disposal of, or recovery on, assets and interest in unconsolidated entities and impairment, net in the accompanying consolidated statement of operations and comprehensive income.

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.



million non-recourse mortgage loans. We also disposed of our interest in an unconsolidated property resulting in a gain of $3.4 million.

## Joint Venture Formation Activity and Other Investment Activity

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

During the fourth quarter of 2022, we sold to ABG our interests in the licensing venture of Eddie Bauer for additional interests in ABG. As a result, in the fourth quarter of 2022, we recognized a non-cash pre-tax gain of $159.0 million, representing the difference between the fair value of the interests received and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million, representing the difference between the fair value of the interests received and the $102.7 million carrying value of the intellectual property 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 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, 2022, our interest in ABG was approximately 12.3%.

During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership with ABG to become the core licensee and operating partner for Reebok in the United States.

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

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.

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.

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.

## 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 $980 million. Simon’s share of remaining net cash funding required to complete the new development and redevelopment projects currently under construction is approximately $239 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.

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

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>New Developments</td><td>108</td><td>96</td><td>27</td></tr><tr><td>Redevelopments and Expansions</td><td>283</td><td>300</td><td>399</td></tr><tr><td>Tenant Allowances</td><td>207</td><td>127</td><td>53</td></tr><tr><td>Operational Capital Expenditures</td><td>52</td><td>5</td><td>5</td></tr><tr><td>Total</td><td>650</td><td>528</td><td>484</td></tr></table>

## 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 2023 or 2024 is $199 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, 2022 (in millions):

<table><tr><td>Property</td><td>Location</td><td>Gross Leasable Area (sqft)</td><td>Our Ownership Percentage</td><td>Our Share of Projected Net Cost (in Local Currency)</td><td>Our Share of Projected Net Cost (in USD) (1)</td><td>Projected/Actual Opening Date</td></tr><tr><td>New Development Projects:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Fukaya-Hanazono Premium Outlets</td><td>Fukaya City, Japan</td><td>296,300</td><td>40%</td><td>JPY</td><td>6,153</td><td>46.9</td></tr><tr><td>Paris-Giverny Designer Outlet</td><td>Vernon (Normandy), France</td><td>228,000</td><td>74%</td><td>EUR</td><td>128.9</td><td>137.9</td></tr><tr><td>Expansion:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Busan Premium Outlet Phase 2</td><td>Busan, South Korea</td><td>194,000</td><td>50%</td><td>KRW</td><td>72,933</td><td>57.8</td></tr></table>

(1) USD equivalent based upon December 31, 2022 foreign currency exchange rates.

## Dividends, Distributions and Stock Repurchase Program

Simon paid a common stock dividend of $1.80 per share in the fourth quarter of 2022 and $6.90 per share for the year ended December 31, 2022. The Operating Partnership paid distributions per unit for the same amounts. In 2021, Simon paid dividends of $1.65 and $7.15 per share for the three and twelve month periods ended December 31, 2021, respectively. The Operating Partnership paid distributions per unit for the same amounts. On February 6, 2023, Simon's Board of Directors declared a quarterly cash dividend for the first quarter of 2023 of $1.80 per share, payable on March 31, 2023 to shareholders of record on March 10, 2023. 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 May 9, 2022, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on May 16, 2022 and ending



on May 16, 2024 in the open market or in privately negotiated transactions as market conditions warrant. During the year ended December 31, 2022, Simon purchased 1,830,022 shares at an average price of $98.57 per share. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.

On February 11, 2019, Simon's Board of Directors authorized a 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. During the year ended December 31, 2020, Simon purchased 1,245,654 shares at an average price of $122.50 per share. As Simon repurchased shares under this program, the Operating Partnership repurchased an equal number of units from Simon.

## Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that the Company's 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: changes in economic and market conditions that may adversely affect the general retail environment, including but not limited to those caused by inflation, recessionary pressures, wars, such as in Ukraine, and supply chain disruptions; the inability to renew leases and relet vacant space at existing properties on favorable terms; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; an increase in vacant space at our properties; the potential for violence, civil unrest, criminal activity or terrorist activities at our properties; natural disasters; the availability of comprehensive insurance coverage; the intensely competitive market environment in the retail industry, including e-commerce; security breaches that could compromise our information technology or infrastructure; the increased focus on ESG metrics and reporting; environmental liabilities; 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; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties on favorable terms; the loss of key management personnel; uncertainties regarding the impact of pandemics, epidemics or public health crises, and the associated governmental restrictions on our business, financial condition, results of operations, cash flow and liquidity; changes in market rates of interest; 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; risks relating to our joint venture properties, including guarantees of certain joint venture indebtedness; and general risks related to real estate investments, including the illiquidity of real estate investments. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in Part 1, Item 1A of the Annual Report on Form 10-K. The Company may update that discussion in subsequent other periodic reports, but except as required by law, the Company undertakes 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, comparable 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.

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 and comparable FFO to consolidated net income and, for Simon, diluted net income per share to diluted FFO per share.

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td><td>$ 1,277,324</td></tr><tr><td>Adjustments to Arrive at FFO:</td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization from consolidated properties</td><td>1,214,441</td><td>1,254,039</td><td>1,308,419</td></tr><tr><td>Our share of depreciation and amortization from unconsolidated entities, including Klépierre, TRG and other corporate investments (A)</td><td>845,784</td><td>887,390</td><td>536,133</td></tr><tr><td>(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>(5,647)</td><td>(206,855)</td><td>114,960</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (B)</td><td>—</td><td>3,177</td><td>19,632</td></tr><tr><td>Net (income) loss attributable to noncontrolling interest holders in properties</td><td>(2,738)</td><td>6,053</td><td>4,378</td></tr><tr><td>Noncontrolling interests portion of depreciation and amortization, gain on consolidation of properties, and gain on disposal of properties</td><td>(18,234)</td><td>(20,295)</td><td>(18,631)</td></tr><tr><td>Preferred distributions and dividends</td><td>(5,252)</td><td>(5,252)</td><td>(5,252)</td></tr><tr><td>FFO of the Operating Partnership</td><td>$ 4,480,739</td><td>$ 4,486,964</td><td>$ 3,236,963</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO (B)</td><td>61,204</td><td>4,918</td><td>—</td></tr><tr><td>Non-cash gain related to the reversal of a deferred tax liability within an international investment</td><td>—</td><td>(118,428)</td><td>—</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net (after tax)</td><td>(88,314)</td><td>(122,763)</td><td>—</td></tr><tr><td>Debt related charges</td><td>—</td><td>51,841</td><td>—</td></tr><tr><td>Comparable FFO of the Operating Partnership</td><td>$ 4,453,629</td><td>$ 4,302,532</td><td>$ 3,236,963</td></tr><tr><td>FFO allocable to limited partners</td><td>564,946</td><td>564,407</td><td>424,063</td></tr><tr><td>Dilutive FFO allocable to common stockholders</td><td>$ 3,915,793</td><td>$ 3,922,557</td><td>$ 2,812,900</td></tr><tr><td>Diluted net income per share to diluted FFO per share reconciliation:</td><td></td><td></td><td></td></tr><tr><td>Diluted net income per share</td><td>$ 6.52</td><td>$ 6.84</td><td>$ 3.59</td></tr><tr><td>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 (A)</td><td>5.44</td><td>5.64</td><td>5.14</td></tr><tr><td>(Gain) loss on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>(0.01)</td><td>(0.55)</td><td>0.32</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO (B)</td><td>—</td><td>0.01</td><td>0.06</td></tr><tr><td>Diluted FFO per share</td><td>$ 11.95</td><td>$ 11.94</td><td>$ 9.11</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO (B)</td><td>0.16</td><td>0.01</td><td>—</td></tr><tr><td>Non-cash gain related to the reversal of a deferred tax liability within an international investment</td><td>—</td><td>(0.32)</td><td>—</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net (after tax)</td><td>(0.24)</td><td>(0.33)</td><td>—</td></tr><tr><td>Debt related charges</td><td>—</td><td>0.14</td><td>—</td></tr><tr><td>Comparable FFO per share</td><td>$ 11.87</td><td>$ 11.44</td><td>$ 9.11</td></tr><tr><td>Basic and Diluted weighted average shares outstanding</td><td>327,817</td><td>328,587</td><td>308,738</td></tr><tr><td>Weighted average limited partnership units outstanding</td><td>47,295</td><td>47,280</td><td>46,544</td></tr><tr><td>Basic and Diluted weighted average shares and units outstanding</td><td>375,112</td><td>375,867</td><td>355,282</td></tr></table>

(A) The twelve months ended December 31, 2022 and 2021 include amortization of our excess investment in TRG of $195.3 million and $201.7 million, respectively. The three months ended December 31, 2021 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.

(B) Unrealized losses in fair value of publicly traded equity instruments, net, excluded from FFO relate to mark-to-market adjustments of retail real estate. Unrealized losses in fair value of publicly traded equity instruments, net, included in FFO relate to mark-to-market adjustments of non-retail real estate.



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

<table><tr><td rowspan="3"></td><td colspan="2">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td></tr><tr><td colspan="2">(in thousands)</td></tr><tr><td>Reconciliation of NOI of consolidated entities:</td><td></td><td></td></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td></tr><tr><td>Income and other tax expense</td><td>83,512</td><td>157,199</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net.</td><td>(121,177)</td><td>(178,672)</td></tr><tr><td>Interest expense</td><td>761,253</td><td>795,712</td></tr><tr><td>Income from unconsolidated entities.</td><td>(647,977)</td><td>(782,837)</td></tr><tr><td>Loss on extinguishment of debt.</td><td>--</td><td>51,841</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net</td><td>61,204</td><td>8,095</td></tr><tr><td>Gain on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>(5,647)</td><td>(206,855)</td></tr><tr><td>Operating Income Before Other Items.</td><td>2,583,553</td><td>2,413,190</td></tr><tr><td>Depreciation and amortization.</td><td>1,227,371</td><td>1,262,715</td></tr><tr><td>Home and regional office costs.</td><td>184,592</td><td>184,660</td></tr><tr><td>General and administrative.</td><td>34,971</td><td>30,339</td></tr><tr><td>Other expenses (1).</td><td>13,413</td><td>19,811</td></tr><tr><td>NOI of consolidated entities.</td><td>$ 4,043,900</td><td>$ 3,910,715</td></tr><tr><td>Less: Noncontrolling interest partners share of NOI.</td><td>(27,685)</td><td>(20,720)</td></tr><tr><td>Beneficial NOI of consolidated entities.</td><td>$ 4,016,215</td><td>$ 3,889,995</td></tr><tr><td>Reconciliation of NOI of unconsolidated entities:</td><td></td><td></td></tr><tr><td>Net Income.</td><td>$ 807,435</td><td>$ 668,061</td></tr><tr><td>Interest expense.</td><td>599,245</td><td>605,591</td></tr><tr><td>Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net.</td><td>(50,336)</td><td>(34,814)</td></tr><tr><td>Operating Income Before Other Items.</td><td>1,356,344</td><td>1,238,838</td></tr><tr><td>Depreciation and amortization.</td><td>666,762</td><td>686,790</td></tr><tr><td>Other expenses (1).</td><td>1,309</td><td>26,013</td></tr><tr><td>NOI of unconsolidated entities.</td><td>$ 2,024,415</td><td>$ 1,951,641</td></tr><tr><td>Less: Joint Venture partners share of NOI.</td><td>(1,059,095)</td><td>(1,021,839)</td></tr><tr><td>Beneficial NOI of unconsolidated entities.</td><td>$ 965,320</td><td>$ 929,802</td></tr><tr><td>Add: Beneficial interest of NOI from TRG.</td><td>474,214</td><td>430,965</td></tr><tr><td>Add: Beneficial interest of NOI from Other Platform Investments and Investments</td><td>604,750</td><td>743,213</td></tr><tr><td>Beneficial interest of Combined NOI.</td><td>$ 6,060,499</td><td>$ 5,993,975</td></tr><tr><td>Less: Beneficial interest of Corporate and Other NOI Sources (2).</td><td>138,315</td><td>230,046</td></tr><tr><td>Less: Beneficial interest of NOI from Other Platform Investments (3).</td><td>355,019</td><td>533,299</td></tr><tr><td>Less: Beneficial interest of NOI from Investments (4).</td><td>230,984</td><td>182,422</td></tr><tr><td>Beneficial interest of Portfolio NOI.</td><td>$ 5,336,181</td><td>$ 5,048,208</td></tr><tr><td>Beneficial interest of Portfolio NOI Change</td><td>5.7%</td><td></td></tr></table>

(1) Represents the write-off of pre-development costs, our beneficial interest of which was $11.4 million and $18.3 million with respect to consolidated entities and $0.4 million and $13.0 million with respect to our share of unconsolidated entities, for the year ended December 31, 2022 and 2021, respectively.

(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), Simon management company revenues, foreign exchange impact, and other assets.

(3) Other Platform Investments include J.C. Penney, SPARC, ABG, and RGG.

(4) 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, 2022, a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately $11.5 million, and would decrease the fair value of debt by approximately $721.7 million.



## Item 8. Financial Statements and Supplementary Data

## Report of Independent Registered Public Accounting Firm

To 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, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

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



# Report of Independent Registered Public Accounting Firm

To 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, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

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

## Evaluation of Investment Properties for Impairment

Description of the
Matter
At December 31, 2022, the Company's consolidated net investment properties totaled $21.8 billion. As discussed in Note 3 to the consolidated financial statements, the Company reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Company estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as 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.

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

At December 31, 2022, the carrying value of the Company’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the consolidated financial statements, the Company reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Company assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Company estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as 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.

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 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 23, 2023



# Report of Independent Registered Public Accounting Firm

To 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, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In our opinion, Simon Property Group, L.P. (the Partnership) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

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



# Report of Independent Registered Public Accounting Firm

To 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, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022 and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

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

## Evaluation of Investment Properties for Impairment

Description of the Matter
At December 31, 2022, the Partnership's consolidated net investment properties totaled $21.8 billion. As discussed in Note 3 to the consolidated financial statements, the Partnership reviews investment properties for impairment on a property-by-property basis to identify and evaluate events or changes in circumstances that indicate the carrying value of an investment property may not be recoverable. The Partnership estimates undiscounted cash flows of an investment property using observable and unobservable inputs such as 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.

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.

## Evaluation of Investments in Unconsolidated Entities for Impairment

At December 31, 2022, the carrying value of the Partnership’s investments in unconsolidated entities and its investments in Klépierre and TRG totaled $8.1 billion. As explained in Note 3 to the consolidated financial statements, the Partnership reviews investments in unconsolidated entities for impairment if events or changes in circumstances indicate that the carrying value of an investment in an unconsolidated entity may not be recoverable. To identify and evaluate whether an other-than-temporary decline in the fair value of an investment below its carrying value has occurred, the Partnership assesses economic and operating conditions that may affect the fair value of the investment. The evaluation of operating conditions may include developing estimates of forecasted cash flows or operating income before depreciation and amortization to support the recoverability of the carrying amount of the investment. When required, the Partnership estimates the fair value of an investment and assesses whether any impairment is other than temporary using observable and unobservable inputs such as 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.

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 23, 2023



## Simon Property Group, Inc.
Consolidated Balance Sheets
(Dollars in thousands, except share amounts)

<table><tr><td></td><td>December 31, 2022</td><td>December 31, 2021</td></tr><tr><td>ASSETS:</td><td></td><td></td></tr><tr><td>Investment properties, at cost</td><td>$ 38,326,912</td><td>$ 37,932,366</td></tr><tr><td>Less - accumulated depreciation</td><td>16,563,749</td><td>15,621,127</td></tr><tr><td></td><td>21,763,163</td><td>22,311,239</td></tr><tr><td>Cash and cash equivalents</td><td>621,628</td><td>533,936</td></tr><tr><td>Tenant receivables and accrued revenue, net</td><td>823,540</td><td>919,654</td></tr><tr><td>Investment in TRG, at equity</td><td>3,074,345</td><td>3,305,102</td></tr><tr><td>Investment in Klépierre, at equity</td><td>1,561,112</td><td>1,661,943</td></tr><tr><td>Investment in other unconsolidated entities, at equity</td><td>3,511,263</td><td>3,075,375</td></tr><tr><td>Right-of-use assets, net</td><td>496,930</td><td>504,119</td></tr><tr><td>Investments held in trust - special purpose acquisition company</td><td>-</td><td>345,000</td></tr><tr><td>Deferred costs and other assets</td><td>1,159,293</td><td>1,121,011</td></tr><tr><td>Total assets</td><td>$ 33,011,274</td><td>$ 33,777,379</td></tr><tr><td>LIABILITIES:</td><td></td><td></td></tr><tr><td>Mortgages and unsecured indebtedness</td><td>$ 24,960,286</td><td>$ 25,321,022</td></tr><tr><td>Accounts payable, accrued expenses, intangibles, and deferred revenues</td><td>1,491,583</td><td>1,433,216</td></tr><tr><td>Cash distributions and losses in unconsolidated entities, at equity</td><td>1,699,828</td><td>1,573,105</td></tr><tr><td>Dividend payable</td><td>1,997</td><td>1,468</td></tr><tr><td>Lease liabilities</td><td>497,953</td><td>506,931</td></tr><tr><td>Other liabilities</td><td>535,736</td><td>540,912</td></tr><tr><td>Total liabilities</td><td>29,187,383</td><td>29,376,654</td></tr><tr><td>Commitments and contingencies</td><td></td><td></td></tr><tr><td>Limited partners&#x27; preferred interest in the Operating Partnership and noncontrolling redeemable interests</td><td>212,239</td><td>547,740</td></tr><tr><td>EQUITY:</td><td></td><td></td></tr><tr><td>Stockholders&#x27; Equity</td><td></td><td></td></tr><tr><td>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):</td><td></td><td></td></tr><tr><td>Series J 8^{3/8}% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847</td><td>41,435</td><td>41,763</td></tr><tr><td>Common stock, $0.0001 par value, 511,990,000 shares authorized, 342,905,419 and 342,907,608 issued and outstanding, respectively</td><td>34</td><td>34</td></tr><tr><td>Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding</td><td>—</td><td>—</td></tr><tr><td>Capital in excess of par value</td><td>11,232,881</td><td>11,212,990</td></tr><tr><td>Accumulated deficit</td><td>(5,926,974)</td><td>(5,823,708)</td></tr><tr><td>Accumulated other comprehensive loss</td><td>(164,873)</td><td>(185,186)</td></tr><tr><td>Common stock held in treasury, at cost, 15,959,628 and 14,295,983 shares, respectively</td><td>(2,043,979)</td><td>(1,884,441)</td></tr><tr><td>Total stockholders&#x27; equity</td><td>3,138,524</td><td>3,361,452</td></tr><tr><td>Noncontrolling interests</td><td>473,128</td><td>491,533</td></tr><tr><td>Total equity</td><td>3,611,652</td><td>3,852,985</td></tr><tr><td>Total liabilities and equity</td><td>$ 33,011,274</td><td>$ 33,777,379</td></tr></table>

The accompanying notes are an integral part of these statements.



## Simon Property Group, Inc.
Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per share amounts)

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>REVENUE:</td><td></td><td></td><td></td></tr><tr><td>Lease income</td><td>$ 4,905,175</td><td>$ 4,736,719</td><td>$ 4,302,367</td></tr><tr><td>Management fees and other revenues</td><td>116,904</td><td>106,483</td><td>96,882</td></tr><tr><td>Other income</td><td>269,368</td><td>273,587</td><td>208,254</td></tr><tr><td>Total revenue</td><td>5,291,447</td><td>5,116,789</td><td>4,607,503</td></tr><tr><td>EXPENSES:</td><td></td><td></td><td></td></tr><tr><td>Property operating</td><td>464,135</td><td>415,720</td><td>349,154</td></tr><tr><td>Depreciation and amortization</td><td>1,227,371</td><td>1,262,715</td><td>1,318,008</td></tr><tr><td>Real estate taxes</td><td>443,224</td><td>458,953</td><td>457,142</td></tr><tr><td>Repairs and maintenance</td><td>93,595</td><td>96,391</td><td>80,858</td></tr><tr><td>Advertising and promotion</td><td>107,793</td><td>114,303</td><td>98,613</td></tr><tr><td>Home and regional office costs</td><td>184,592</td><td>184,660</td><td>171,668</td></tr><tr><td>General and administrative</td><td>34,971</td><td>30,339</td><td>22,572</td></tr><tr><td>Other</td><td>152,213</td><td>140,518</td><td>137,679</td></tr><tr><td>Total operating expenses</td><td>2,707,894</td><td>2,703,599</td><td>2,635,694</td></tr><tr><td>OPERATING INCOME BEFORE OTHER ITEMS</td><td>2,583,553</td><td>2,413,190</td><td>1,971,809</td></tr><tr><td>Interest expense</td><td>(761,253)</td><td>(795,712)</td><td>(784,400)</td></tr><tr><td>Loss on extinguishment of debt</td><td>-</td><td>(51,841)</td><td>-</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)</td><td>121,177</td><td>178,672</td><td>-</td></tr><tr><td>Income and other tax (expense) benefit</td><td>(83,512)</td><td>(157,199)</td><td>4,637</td></tr><tr><td>Income from unconsolidated entities</td><td>647,977</td><td>782,837</td><td>219,870</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net</td><td>(61,204)</td><td>(8,095)</td><td>(19,632)</td></tr><tr><td>Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>5,647</td><td>206,855</td><td>(114,960)</td></tr><tr><td>CONSOLIDATED NET INCOME</td><td>2,452,385</td><td>2,568,707</td><td>1,277,324</td></tr><tr><td>Net income attributable to noncontrolling interests</td><td>312,850</td><td>319,076</td><td>164,760</td></tr><tr><td>Preferred dividends</td><td>3,337</td><td>3,337</td><td>3,337</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS</td><td>$ 2,136,198</td><td>$ 2,246,294</td><td>$ 1,109,227</td></tr><tr><td>BASIC AND DILUTED EARNINGS PER COMMON SHARE:</td><td></td><td></td><td></td></tr><tr><td>Net income attributable to common stockholders</td><td>$ 6.52</td><td>$ 6.84</td><td>$ 3.59</td></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td><td>$ 1,277,324</td></tr><tr><td>Unrealized gain (loss) on derivative hedge agreements</td><td>54,808</td><td>51,114</td><td>(106,548)</td></tr><tr><td>Net gain reclassified from accumulated other comprehensive loss into earnings</td><td>(1,595)</td><td>(7,285)</td><td>(106)</td></tr><tr><td>Currency translation adjustments</td><td>(28,119)</td><td>(38,772)</td><td>27,288</td></tr><tr><td>Changes in available-for-sale securities and other</td><td>(2,009)</td><td>(1,014)</td><td>180</td></tr><tr><td>Comprehensive income</td><td>2,475,470</td><td>2,572,750</td><td>1,198,138</td></tr><tr><td>Comprehensive income attributable to noncontrolling interests</td><td>315,622</td><td>319,629</td><td>155,646</td></tr><tr><td>Comprehensive income attributable to common stockholders</td><td>$ 2,159,848</td><td>$ 2,253,121</td><td>$ 1,042,492</td></tr></table>

The accompanying notes are an integral part of these statements.



## Simon Property Group, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)

<table><tr><td rowspan="3">CASH FLOWS FROM OPERATING ACTIVITIES:</td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td rowspan="2">2022</td><td rowspan="2">2021</td><td rowspan="2">2020</td><td rowspan="2"></td></tr><tr></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td><td>$ 1,277,324</td><td></td></tr><tr><td>Adjustments to reconcile consolidated net income to net cash provided by operating activities</td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>1,292,113</td><td>1,325,895</td><td>1,354,991</td><td></td></tr><tr><td>Loss on debt extinguishment</td><td>—</td><td>51,841</td><td>—</td><td></td></tr><tr><td>(Gain) loss on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>(5,647)</td><td>(206,855)</td><td>114,960</td><td></td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net</td><td>(121,177)</td><td>(178,672)</td><td>—</td><td></td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net</td><td>61,204</td><td>8,095</td><td>19,632</td><td></td></tr><tr><td>Straight-line lease loss</td><td>25,234</td><td>22,619</td><td>19,950</td><td></td></tr><tr><td>Equity in income of unconsolidated entities</td><td>(647,977)</td><td>(782,837)</td><td>(219,870)</td><td></td></tr><tr><td>Distributions of income from unconsolidated entities</td><td>561,583</td><td>436,881</td><td>184,733</td><td></td></tr><tr><td>Changes in assets and liabilities</td><td></td><td></td><td></td><td></td></tr><tr><td>Tenant receivables and accrued revenue, net</td><td>63,350</td><td>265,352</td><td>(415,911)</td><td></td></tr><tr><td>Deferred costs and other assets</td><td>(104,567)</td><td>(77,592)</td><td>(28,191)</td><td></td></tr><tr><td>Accounts payable, accrued expenses, intangibles, deferred revenues and other</td><td>190,103</td><td>203,968</td><td>19,080</td><td></td></tr><tr><td>Net cash provided by operating activities</td><td>3,766,604</td><td>3,637,402</td><td>2,326,698</td><td></td></tr><tr><td>CASH FLOWS FROM INVESTING ACTIVITIES:</td><td></td><td></td><td></td><td></td></tr><tr><td>Acquisitions</td><td>(203,364)</td><td>(257,080)</td><td>(3,606,694)</td><td></td></tr><tr><td>Funding of loans to related parties</td><td>(132,857)</td><td>(15,848)</td><td>(8,236)</td><td></td></tr><tr><td>Repayments of loans to related parties</td><td>82,371</td><td>14,027</td><td>—</td><td></td></tr><tr><td>Capital expenditures, net</td><td>(650,024)</td><td>(527,935)</td><td>(484,119)</td><td></td></tr><tr><td>Cash impact from the consolidation of properties</td><td>20,988</td><td>5,595</td><td>—</td><td></td></tr><tr><td>Net proceeds from sale of assets</td><td>59,658</td><td>3,000</td><td>33,418</td><td></td></tr><tr><td>Investments in unconsolidated entities</td><td>(235,792)</td><td>(56,901)</td><td>(191,368)</td><td></td></tr><tr><td>Purchase of equity instruments</td><td>(66,140)</td><td>(33,605)</td><td>(32,955)</td><td></td></tr><tr><td>Proceeds from sales of equity instruments</td><td>26,086</td><td>65,504</td><td>30,000</td><td></td></tr><tr><td>Insurance proceeds for property restoration</td><td>—</td><td>7,200</td><td>31,198</td><td></td></tr><tr><td>Distributions of capital from unconsolidated entities and other</td><td>472,510</td><td>243,279</td><td>250,358</td><td></td></tr><tr><td>Net cash used in investing activities</td><td>(626,564)</td><td>(552,764)</td><td>(3,978,398)</td><td></td></tr><tr><td>CASH FLOWS FROM FINANCING ACTIVITIES:</td><td></td><td></td><td></td><td></td></tr><tr><td>Proceeds from sales of common stock and other, net of transaction costs</td><td>(328)</td><td>(328)</td><td>1,556,148</td><td></td></tr><tr><td>Purchase of shares related to stock grant recipients&#x27; tax withholdings</td><td>(6,788)</td><td>(2,318)</td><td>(854)</td><td></td></tr><tr><td>Redemption of limited partner units</td><td>(1,852)</td><td>(2,220)</td><td>(16,106)</td><td></td></tr><tr><td>Purchase of treasury stock</td><td>(180,387)</td><td>—</td><td>(152,589)</td><td></td></tr><tr><td>Proceeds from the special purpose acquisition company IPO, net of transaction costs</td><td>—</td><td>338,121</td><td>—</td><td></td></tr><tr><td>Proceeds from (establishment of) trust account for special purpose acquisition company</td><td>345,000</td><td>(345,000)</td><td>—</td><td></td></tr><tr><td>Liquidation of special purpose acquisition company</td><td>(345,000)</td><td>—</td><td>—</td><td></td></tr><tr><td>Distributions to noncontrolling interest holders in properties</td><td>(27,741)</td><td>(5,024)</td><td>(8,271)</td><td></td></tr><tr><td>Contributions from noncontrolling interest holders in properties</td><td>29,681</td><td>20,902</td><td>220</td><td></td></tr><tr><td>Preferred distributions of the Operating Partnership</td><td>(1,915)</td><td>(1,915)</td><td>(1,915)</td><td></td></tr><tr><td>Distributions to stockholders and preferred dividends</td><td>(2,264,007)</td><td>(2,351,764)</td><td>(1,443,183)</td><td></td></tr><tr><td>Distributions to limited partners</td><td>(326,550)</td><td>(337,021)</td><td>(219,095)</td><td></td></tr><tr><td>Cash paid to extinguish debt</td><td>—</td><td>(50,156)</td><td>—</td><td></td></tr><tr><td>Proceeds from issuance of debt, net of transaction costs</td><td>3,449,403</td><td>9,251,217</td><td>15,234,860</td><td></td></tr><tr><td>Repayments of debt</td><td>(3,721,864)</td><td>(10,076,809)</td><td>(12,955,275)</td><td></td></tr><tr><td>Net cash used in financing activities</td><td>(3,052,348)</td><td>(3,562,315)</td><td>1,993,940</td><td></td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>87,692</td><td>(477,677)</td><td>342,240</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, beginning of period</td><td>533,936</td><td>1,011,613</td><td>669,373</td><td></td></tr><tr><td>CASH AND CASH EQUIVALENTS, end of period</td><td>$ 621,628</td><td>$ 533,936</td><td>$ 1,011,613</td><td></td></tr></table>

The accompanying notes are an integral part of these statements.



<table><tr><td colspan="12">Simon Property Group Inc. Consolidated Statements of Equity (Dollars in thousands)</td></tr><tr><td rowspan="2"></td><td colspan="3">Preferred Stock</td><td colspan="3">Common Stock</td><td colspan="3">Capital in Excess of Par Value</td><td colspan="3">Accumulated Deficit</td></tr><tr><td>Shares</td><td>(1)</td><td>(1)</td><td>(1)</td><td>(1)</td><td>(1</td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>



<table><tr><td rowspan="2"></td><td colspan="3">Accumulated Other Comprehensive Income (Loss)</td><td rowspan="2">Accumulated Deficit</td><td rowspan="2">Common Stock Held in Treasury</td><td rowspan="2">Total Equity</td></tr><tr><td>Preferred Stock</td><td>Common Stock</td><td>Capital in excess of Par Value</td></tr><tr><td>Exchange of limited partnership units (2,680 common shares, Ns. 6)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Series D preferred stock, primarily in acquisition, net:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Stock, negative prepayment 2,060,603 common shares, net(1)</td><td>(328)</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Redemption of limited partnership units (4,740 units)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>A redefinition of stock (income)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Transfer system stock (2,830,252 shares)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Long-term stock (2,800,000 shares)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Issuance of joint venture agreements, net (4,555 common shares repurchased)</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Unrealized gain on hedging activities</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Unrealized gains on hedging activities</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Changes in value of -user securities and -other</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Change in value of -user securities and -other</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net gain related to accumulated other comprehensive loss, net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Other comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Adjustment to preferred stock, interest from change in ownership in the</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Disclosure of common stockholders and limited partners, excluding Operating</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Distribution of other noncontrolling interests</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Distributions to other noncontrolling interests, net</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net income, excluding $0.31 of attributable to preferred interest</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Paramount, excluding $1.66 of attributable to preferred interest</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Interest paid and $1.66 of attributable to noncontrolling interest</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Balance at December 31, 2022</td><td>$41,435</td><td>$</td><td>34</td><td>$</td><td>$</td><td>$11,228,815</td><td>$</td><td>$12,036,879</td></tr></table>

The accompanying notes are an integral part of these statements.



## Simon Property Group, L.P.
Consolidated Balance Sheets
(Dollars in thousands, except unit amounts)

<table><tr><td rowspan="2"></td><td colspan="2">December 31, 2022</td><td colspan="2">December 31, 2021</td></tr><tr><td></td><td></td><td></td><td></td></tr><tr><td>ASSETS:</td><td></td><td></td><td></td><td></td></tr><tr><td>Investment properties, at cost</td><td>$ 38,326,912</td><td>$ 37,932,366</td><td></td><td></td></tr><tr><td>Less — accumulated depreciation</td><td>16,563,749</td><td>15,621,127</td><td></td><td></td></tr><tr><td></td><td>21,763,163</td><td>22,311,239</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>621,628</td><td>533,936</td><td></td><td></td></tr><tr><td>Tenant receivables and accrued revenue, net</td><td>823,540</td><td>919,654</td><td></td><td></td></tr><tr><td>Investment in TRG, at equity</td><td>3,074,345</td><td>3,305,102</td><td></td><td></td></tr><tr><td>Investment in Klépierre, at equity</td><td>1,561,112</td><td>1,661,943</td><td></td><td></td></tr><tr><td>Investment in other unconsolidated entities, at equity</td><td>3,511,263</td><td>3,075,375</td><td></td><td></td></tr><tr><td>Right-of-use assets, net</td><td>496,930</td><td>504,119</td><td></td><td></td></tr><tr><td>Investments held in trust - special purpose acquisition company</td><td>—</td><td>345,000</td><td></td><td></td></tr><tr><td>Deferred costs and other assets</td><td>1,159,293</td><td>1,121,011</td><td></td><td></td></tr><tr><td>Total assets</td><td>$ 33,011,274</td><td>$ 33,777,379</td><td></td><td></td></tr><tr><td>LIABILITIES:</td><td></td><td></td><td></td><td></td></tr><tr><td>Mortgages and unsecured indebtedness</td><td>$ 24,960,286</td><td>$ 25,321,022</td><td></td><td></td></tr><tr><td>Accounts payable, accrued expenses, intangibles, and deferred revenues</td><td>1,491,583</td><td>1,433,216</td><td></td><td></td></tr><tr><td>Cash distributions and losses in unconsolidated entities, at equity</td><td>1,699,828</td><td>1,573,105</td><td></td><td></td></tr><tr><td>Distribution payable</td><td>1,997</td><td>1,468</td><td></td><td></td></tr><tr><td>Lease liabilities</td><td>497,953</td><td>506,931</td><td></td><td></td></tr><tr><td>Other liabilities</td><td>535,736</td><td>540,912</td><td></td><td></td></tr><tr><td>Total liabilities</td><td>29,187,383</td><td>29,376,654</td><td></td><td></td></tr><tr><td>Commitments and contingencies</td><td></td><td></td><td></td><td></td></tr><tr><td>Preferred units, various series, at liquidation value, and noncontrolling redeemable interests</td><td>212,239</td><td>547,740</td><td></td><td></td></tr><tr><td>EQUITY:</td><td></td><td></td><td></td><td></td></tr><tr><td>Partners&#x27; Equity</td><td></td><td></td><td></td><td></td></tr><tr><td>Preferred units, 796,948 units outstanding. Liquidation value of $39,847</td><td>41,435</td><td>41,763</td><td></td><td></td></tr><tr><td>General Partner, 326,953,791 and 328,619,625 units outstanding, respectively</td><td>3,097,089</td><td>3,319,689</td><td></td><td></td></tr><tr><td>Limited Partners, 47,302,958 and 47,247,936 units outstanding, respectively</td><td>448,076</td><td>477,292</td><td></td><td></td></tr><tr><td>Total partners&#x27; equity</td><td>3,586,600</td><td>3,838,744</td><td></td><td></td></tr><tr><td>Nonredeemable noncontrolling interests in properties, net</td><td>25,052</td><td>14,241</td><td></td><td></td></tr><tr><td>Total equity</td><td>3,611,652</td><td>3,852,985</td><td></td><td></td></tr><tr><td>Total liabilities and equity</td><td>$ 33,011,274</td><td>$ 33,777,379</td><td></td><td></td></tr></table>

The accompanying notes are an integral part of these statements.



## Simon Property Group, L.P.
Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per unit amounts)

<table><tr><td rowspan="3"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td></td><td></td><td></td></tr><tr><td>REVENUE:</td><td></td><td></td><td></td></tr><tr><td>Lease income</td><td>$ 4,905,175</td><td>$ 4,736,719</td><td>$ 4,302,367</td></tr><tr><td>Management fees and other revenues</td><td>116,904</td><td>106,483</td><td>96,882</td></tr><tr><td>Other income</td><td>269,368</td><td>273,587</td><td>208,254</td></tr><tr><td>Total revenue</td><td>5,291,447</td><td>5,116,789</td><td>4,607,503</td></tr><tr><td>EXPENSES:</td><td></td><td></td><td></td></tr><tr><td>Property operating</td><td>464,135</td><td>415,720</td><td>349,154</td></tr><tr><td>Depreciation and amortization</td><td>1,227,371</td><td>1,262,715</td><td>1,318,008</td></tr><tr><td>Real estate taxes</td><td>443,224</td><td>458,953</td><td>457,142</td></tr><tr><td>Repairs and maintenance</td><td>93,595</td><td>96,391</td><td>80,858</td></tr><tr><td>Advertising and promotion</td><td>107,793</td><td>114,303</td><td>98,613</td></tr><tr><td>Home and regional office costs</td><td>184,592</td><td>184,660</td><td>171,668</td></tr><tr><td>General and administrative</td><td>34,971</td><td>30,339</td><td>22,572</td></tr><tr><td>Other</td><td>152,213</td><td>140,518</td><td>137,679</td></tr><tr><td>Total operating expenses</td><td>2,707,894</td><td>2,703,599</td><td>2,635,694</td></tr><tr><td>OPERATING INCOME BEFORE OTHER ITEMS</td><td>2,583,553</td><td>2,413,190</td><td>1,971,809</td></tr><tr><td>Interest expense</td><td>(761,253)</td><td>(795,712)</td><td>(784,400)</td></tr><tr><td>Loss on extinguishment of debt</td><td>—</td><td>(51,841)</td><td>—</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net (Notes 3 and 6)</td><td>121,177</td><td>178,672</td><td>—</td></tr><tr><td>Income and other tax (expense) benefit</td><td>(83,512)</td><td>(157,199)</td><td>4,637</td></tr><tr><td>Income from unconsolidated entities</td><td>647,977</td><td>782,837</td><td>219,870</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net</td><td>(61,204)</td><td>(8,095)</td><td>(19,632)</td></tr><tr><td>Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>5,647</td><td>206,855</td><td>(114,960)</td></tr><tr><td>CONSOLIDATED NET INCOME</td><td>2,452,385</td><td>2,568,707</td><td>1,277,324</td></tr><tr><td>Net income (loss) attributable to noncontrolling interests</td><td>2,738</td><td>(6,053)</td><td>(4,378)</td></tr><tr><td>Preferred unit requirements</td><td>5,252</td><td>5,252</td><td>5,252</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO UNITHOLDERS</td><td>$ 2,444,395</td><td>$ 2,569,508</td><td>$ 1,276,450</td></tr><tr><td>NET INCOME ATTRIBUTABLE TO UNITHOLDERS ATTRIBUTABLE TO:</td><td></td><td></td><td></td></tr><tr><td>General Partner</td><td>$ 2,136,198</td><td>$ 2,246,294</td><td>$ 1,109,227</td></tr><tr><td>Limited Partners</td><td>308,197</td><td>323,214</td><td>167,223</td></tr><tr><td>Net income attributable to unitholders</td><td>$ 2,444,395</td><td>$ 2,569,508</td><td>$ 1,276,450</td></tr><tr><td>BASIC AND DILUTED EARNINGS PER UNIT:</td><td></td><td></td><td></td></tr><tr><td>Net income attributable to unitholders</td><td>$ 6.52</td><td>$ 6.84</td><td>$ 3.59</td></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td><td>$ 1,277,324</td></tr><tr><td>Unrealized gain (loss) on derivative hedge agreements</td><td>54,808</td><td>51,114</td><td>(106,548)</td></tr><tr><td>Net gain reclassified from accumulated other comprehensive loss into earnings</td><td>(1,595)</td><td>(7,285)</td><td>(106)</td></tr><tr><td>Currency translation adjustments</td><td>(28,119)</td><td>(38,772)</td><td>27,288</td></tr><tr><td>Changes in available-for-sale securities and other</td><td>(2,009)</td><td>(1,014)</td><td>180</td></tr><tr><td>Comprehensive income</td><td>2,475,470</td><td>2,572,750</td><td>1,198,138</td></tr><tr><td>Comprehensive income (loss) attributable to noncontrolling interests</td><td>1,572</td><td>(2,634)</td><td>1,666</td></tr><tr><td>Comprehensive income attributable to unitholders</td><td>$ 2,473,898</td><td>$ 2,575,384</td><td>$ 1,196,472</td></tr></table>

The accompanying notes are an integral part of these statements.



## Simon Property Group, L.P.
Consolidated Statements of Cash Flows
(Dollars in thousands)

<table><tr><td rowspan="3"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td></td><td></td><td></td></tr><tr><td>CASH FLOWS FROM OPERATING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Consolidated Net Income</td><td>$ 2,452,385</td><td>$ 2,568,707</td><td>$ 1,277,324</td></tr><tr><td>Adjustments to reconcile consolidated net income to net cash provided by operating activities</td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>1,292,113</td><td>1,325,895</td><td>1,354,991</td></tr><tr><td>Loss on debt extinguishment</td><td>—</td><td>51,841</td><td>—</td></tr><tr><td>(Gain) loss on acquisition of controlling interests, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td><td>(5,647)</td><td>(206,855)</td><td>114,960</td></tr><tr><td>Gain on disposal, exchange, or revaluation of equity interests, net</td><td>(121,177)</td><td>(178,672)</td><td>—</td></tr><tr><td>Unrealized losses in fair value of publicly traded equity instruments, net</td><td>61,204</td><td>8,095</td><td>19,632</td></tr><tr><td>Straight-line lease loss</td><td>25,234</td><td>22,619</td><td>19,950</td></tr><tr><td>Equity in income of unconsolidated entities</td><td>(647,977)</td><td>(782,837)</td><td>(219,870)</td></tr><tr><td>Distributions of income from unconsolidated entities</td><td>561,583</td><td>436,881</td><td>184,733</td></tr><tr><td>Changes in assets and liabilities</td><td></td><td></td><td></td></tr><tr><td>Tenant receivables and accrued revenue, net</td><td>63,350</td><td>265,352</td><td>(415,911)</td></tr><tr><td>Deferred costs and other assets</td><td>(104,567)</td><td>(77,592)</td><td>(28,191)</td></tr><tr><td>Accounts payable, accrued expenses, intangibles, deferred revenues and other</td><td>190,103</td><td>203,968</td><td>19,080</td></tr><tr><td>Net cash provided by operating activities</td><td>3,766,604</td><td>3,637,402</td><td>2,326,698</td></tr><tr><td>CASH FLOWS FROM INVESTING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Acquisitions</td><td>(203,364)</td><td>(257,080)</td><td>(3,606,694)</td></tr><tr><td>Funding of loans to related parties</td><td>(132,857)</td><td>(15,848)</td><td>(8,236)</td></tr><tr><td>Repayments of loans to related parties</td><td>82,371</td><td>14,027</td><td>—</td></tr><tr><td>Capital expenditures, net</td><td>(650,024)</td><td>(527,935)</td><td>(484,119)</td></tr><tr><td>Cash impact from the consolidation of properties</td><td>20,988</td><td>5,595</td><td>—</td></tr><tr><td>Net proceeds from sale of assets</td><td>59,658</td><td>3,000</td><td>33,418</td></tr><tr><td>Investments in unconsolidated entities</td><td>(235,792)</td><td>(56,901)</td><td>(191,368)</td></tr><tr><td>Purchase of equity instruments</td><td>(66,140)</td><td>(33,605)</td><td>(32,955)</td></tr><tr><td>Proceeds from sale of equity instruments</td><td>26,086</td><td>65,504</td><td>30,000</td></tr><tr><td>Insurance proceeds for property restoration</td><td>—</td><td>7,200</td><td>31,198</td></tr><tr><td>Distributions of capital from unconsolidated entities and other</td><td>472,510</td><td>243,279</td><td>250,358</td></tr><tr><td>Net cash used in investing activities</td><td>(626,564)</td><td>(552,764)</td><td>(3,978,398)</td></tr><tr><td>CASH FLOWS FROM FINANCING ACTIVITIES:</td><td></td><td></td><td></td></tr><tr><td>Issuance of units and other</td><td>(328)</td><td>(328)</td><td>1,556,148</td></tr><tr><td>Purchase of units related to stock grant recipients&#x27; tax withholdings</td><td>(6,788)</td><td>(2,318)</td><td>(854)</td></tr><tr><td>Redemption of limited partner units</td><td>(1,852)</td><td>(2,220)</td><td>(16,106)</td></tr><tr><td>Purchase of general partner units</td><td>(180,387)</td><td>—</td><td>(152,589)</td></tr><tr><td>Proceeds from the special purpose acquisition company IPO, net of transaction costs</td><td>—</td><td>338,121</td><td>—</td></tr><tr><td>Proceeds from (establishment of) trust account for special purpose acquisition company</td><td>345,000</td><td>(345,000)</td><td>—</td></tr><tr><td>Liquidation of special purpose acquisition company</td><td>(345,000)</td><td>—</td><td>—</td></tr><tr><td>Distributions to noncontrolling interest holders in properties</td><td>(27,741)</td><td>(5,024)</td><td>(8,271)</td></tr><tr><td>Contributions from noncontrolling interest holders in properties</td><td>29,681</td><td>20,902</td><td>220</td></tr><tr><td>Partnership distributions</td><td>(2,592,472)</td><td>(2,690,700)</td><td>(1,664,193)</td></tr><tr><td>Cash paid to extinguish debt</td><td>—</td><td>(50,156)</td><td>—</td></tr><tr><td>Mortgage and unsecured indebtedness proceeds, net of transaction costs</td><td>3,449,403</td><td>9,251,217</td><td>15,234,860</td></tr><tr><td>Mortgage and unsecured indebtedness principal payments</td><td>(3,721,864)</td><td>(10,076,809)</td><td>(12,955,275)</td></tr><tr><td>Net cash used in financing activities</td><td>(3,052,348)</td><td>(3,562,315)</td><td>1,993,940</td></tr><tr><td>INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS</td><td>87,692</td><td>(477,677)</td><td>342,240</td></tr><tr><td>CASH AND CASH EQUIVALENTS, beginning of period</td><td>533,936</td><td>1,011,613</td><td>669,373</td></tr><tr><td>CASH AND CASH EQUIVALENTS, end of period</td><td>$ 621,628</td><td>$ 533,936</td><td>$ 1,011,613</td></tr></table>

The accompanying notes are an integral part of these statements.



The accompanying notes are an integral part of these statements.

<table><tr><td rowspan="2">Series J preferred stock, preferred unit and amortization:</td><td colspan="2">Preferred Units</td><td colspan="2">Limited Partners</td><td rowspan="2">Total Equity</td></tr><tr><td>(328)</td><td>Simon (Managing General Partner)</td><td>(328)</td><td>Noncontrolling Interests</td></tr><tr><td>Limited partner units exchanged to common units (2,680 units)</td><td>...</td><td>...</td><td>27</td><td>(27)</td><td>...</td></tr><tr><td>Stock incentive program (2,068,603 common units, net)</td><td>...</td><td>...</td><td>...</td><td>...</td><td>23,670</td></tr><tr><td>Amortization of stock incentive units</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(1,144)</td></tr><tr><td>Repurchase of stock incentive units (1,470 units)</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(1,368)</td></tr><tr><td>Treasury stock repurchase (3,032,000 units)</td><td>...</td><td>...</td><td>...</td><td>...</td><td>14,845</td></tr><tr><td>Long-term incentive program units</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(1)</td></tr><tr><td>Issuance of limited partnership units</td><td>...</td><td>...</td><td>...</td><td>...</td><td>6,920</td></tr><tr><td>Issuance of common units (2,442,171 units and 46,555 common units)</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(3,659)</td></tr><tr><td>Unrealized gain on hedging and other investments</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(2,434)</td></tr><tr><td>Other comprehensive income</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(1,569)</td></tr><tr><td>Net gain on real estate held for investment purposes</td><td>...</td><td>...</td><td>...</td><td>...</td><td>20,333</td></tr><tr><td>Adjustment to limited partners&#x27; interest from change in ownership interest in the Operating Partnership</td><td>...</td><td>...</td><td>...</td><td>...</td><td>28,380</td></tr><tr><td>Distributions, excluding distributions to preferred interests and earnings</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(2,260,600)</td></tr><tr><td>Net income, excluding preferred distributions to nonproprietary preferred units and 51% and 51% 1,166</td><td>...</td><td>...</td><td>...</td><td>...</td><td>(3,265,550)</td></tr><tr><td>anti-dilutive to noncontrolling shareholders</td><td>...</td><td>...</td><td>...</td><td>...</td><td>308,197</td></tr><tr><td>Balance at December 31, 2022</td><td>...</td><td>...</td><td>...</td><td>...</td><td>448,076</td></tr></table>



# 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, 2022, we owned or held an interest in 196 income-producing properties in the United States, which consisted of 94 malls, 69 Premium Outlets, 14 Mills, six lifestyle centers, and 13 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, 2022, we had ownership interests in 34 Premium Outlets and Designer Outlet properties primarily located in Asia, Europe, and Canada. As of December 31, 2022, we also owned a 22.4% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company which owns, or has an interest in, shopping centers located in 14 countries in Europe.

We 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.



# 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)

## 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 2022 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, 2022, we consolidated 130 wholly-owned properties and 18 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 82 properties (the joint venture properties) and our investments in Klépierre (a publicly traded, Paris-based real estate company), TRG, and Jamestown (a global real estate investment and management company), as well as our investments (collectively, our other platform investments) in retail operations (J.C. Penney and SPARC Group); intellectual property and licensing venture (Authentic Brands Group, LLC, or ABG); and an e-commerce venture (Rue Gilt Groupe, or RGG). We manage the day-to-day operations of 51 of the 82 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 24 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.



# 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)

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

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Weighted average ownership interest</td><td>87.4 %</td><td>87.4 %</td><td>86.9 %</td></tr></table>

As of December 31, 2022 and 2021, 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:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Land</td><td>$ 3,632,943</td><td>$ 3,639,353</td></tr><tr><td>Buildings and improvements</td><td>34,246,835</td><td>33,857,863</td></tr><tr><td>Total land, buildings and improvements</td><td>37,879,778</td><td>37,497,216</td></tr><tr><td>Furniture, fixtures and equipment</td><td>447,134</td><td>435,150</td></tr><tr><td>Investment properties at cost</td><td>38,326,912</td><td>37,932,366</td></tr><tr><td>Less — accumulated depreciation</td><td>16,563,749</td><td>15,621,127</td></tr><tr><td>Investment properties at cost, net</td><td>$ 21,763,163</td><td>$ 22,311,239</td></tr><tr><td>Construction in progress included above</td><td>$ 587,644</td><td>$ 797,519</td></tr></table>

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:

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Capitalized interest</td><td>$ 35,482</td><td>$ 31,204</td><td>$ 22,917</td></tr></table>

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



# 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)

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 one consolidated property, 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 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 three joint venture properties, 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 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.



# 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)

## 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, 2022 and 2021, we had equity instruments with readily determinable fair values of $73.0 million and $142.2 million, respectively. Changes in the fair value of these equity instruments are recorded in unrealized losses in fair value of publicly traded equity instruments, net in our consolidated statements of operations and comprehensive income. At December 31, 2022 and 2021, we had equity instruments without readily determinable fair values of $236.2 million and $217.2 million, respectively, for which we have elected the measurement alternative. We regularly evaluate these investments for any impairment in their estimated fair value, as well as any observable price changes for an identical or similar equity instrument of the same issuer. We recorded a reduction in the carrying value of these investments of $27.5 million and nil for the years ended December 31, 2022 and 2021, respectively. Changes in the fair value of these equity instruments are recorded in gain on disposal, exchange, or revaluation of equity interests, net in our consolidated statements of operations and comprehensive income.

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, 2022 and 2021, we held debt securities of $52.3 million and $60.9 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



# 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)

are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

The equity instruments with readily determinable fair values we held at December 31, 2022 and 2021 were primarily classified as having Level 1 fair value inputs. 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 cap and swap agreements with a gross asset balance of $15.8 million at December 31, 2022 and $6.2 million at December 31, 2021, and a gross liability balance of $8.6 million and $1.5 million at December 31, 2022 and 2021, 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 one 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, 2022, approximately 6.9% of our consolidated long-lived assets and 3.5% of our consolidated total revenues were derived from assets located outside the United States. 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.

## Deferred Costs and Other Assets

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

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Deferred lease costs, net</td><td>$ 97,553</td><td>$ 109,155</td></tr><tr><td>In-place lease intangibles, net</td><td>7,076</td><td>14,107</td></tr><tr><td>Acquired above market lease intangibles, net</td><td>10,696</td><td>19,171</td></tr><tr><td>Marketable securities of our captive insurance companies</td><td>52,325</td><td>60,855</td></tr><tr><td>Goodwill</td><td>20,098</td><td>20,098</td></tr><tr><td>Other marketable and non-marketable securities</td><td>309,212</td><td>359,459</td></tr><tr><td>Prepaids, notes receivable and other assets, net</td><td>662,333</td><td>538,166</td></tr><tr><td></td><td>$ 1,159,293</td><td>$ 1,121,011</td></tr></table>



# 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)

## 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:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Deferred lease costs</td><td>$ 312,464</td><td>$ 358,287</td></tr><tr><td>Accumulated amortization</td><td>(214,911)</td><td>(249,132)</td></tr><tr><td>Deferred lease costs, net</td><td>$ 97,553</td><td>$ 109,155</td></tr></table>

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:

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Amortization of deferred leasing costs</td><td>$ 39,606</td><td>$ 43,028</td><td>$ 51,349</td><td></td></tr></table>

## Intangibles

The average remaining life of in-place lease intangibles is approximately 2.9 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 2.5 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 $15.3 million and $21.6 million as of December 31, 2022 and 2021, respectively. The amount of amortization of above and below market leases, net, which increased lease income for the years ended December 31, 2022, 2021, and 2020, was $1.7 million, $2.7 million and $1.3 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:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>In-place lease intangibles</td><td>$ 67,935</td><td>$ 115,550</td></tr><tr><td>Accumulated amortization</td><td>(60,859)</td><td>(101,443)</td></tr><tr><td>In-place lease intangibles, net</td><td>$ 7,076</td><td>$ 14,107</td></tr></table>

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Acquired above market lease intangibles</td><td>$ 130,556</td><td>$ 133,224</td></tr><tr><td>Accumulated amortization</td><td>(119,860)</td><td>(114,053)</td></tr><tr><td>Acquired above market lease intangibles, net</td><td>$ 10,696</td><td>$ 19,171</td></tr></table>



# 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)

Estimated future amortization and the increasing (decreasing) effect on lease income for our above and below market leases as of December 31, 2022 are as follows:

<table><tr><td></td><td>Below Market Leases</td><td>Above Market Leases</td><td>Impact to Lease Income, Net</td></tr><tr><td>2023</td><td>$ 4,352</td><td>$ (5,235)</td><td>$ (883)</td></tr><tr><td>2024</td><td>3,421</td><td>(3,525)</td><td>(104)</td></tr><tr><td>2025</td><td>2,318</td><td>(1,477)</td><td>841</td></tr><tr><td>2026</td><td>1,553</td><td>(433)</td><td>1,120</td></tr><tr><td>2027</td><td>1,246</td><td>(26)</td><td>1,220</td></tr><tr><td>Thereafter</td><td>2,451</td><td>—</td><td>2,451</td></tr><tr><td></td><td>$ 15,341</td><td>$ (10,696)</td><td>$ 4,645</td></tr></table>

## 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 generally formally designate instruments that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

As of December 31, 2022, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

<table><tr><td>Interest Rate Derivative</td><td>Number of Instruments</td><td>Notional Amount</td></tr><tr><td>Interest Rate Swaps</td><td>1</td><td>€128.0 million</td></tr><tr><td>Interest Rate Caps</td><td>5</td><td>€319.0 million</td></tr></table>

As of December 31, 2021, we had the following outstanding interest rate derivatives related to managing our interest rate risk:

<table><tr><td>Interest Rate Derivative</td><td>Number of Instruments</td><td>Notional Amount</td></tr><tr><td>Interest Rate Swaps</td><td>2</td><td>$375.0 million</td></tr></table>

The carrying value of our interest rate cap and swap agreements, at fair value, as of December 31, 2022 and December 31, 2021 was a net asset balance of $1.3 million and $0.6 million, respectively, and is included in deferred costs and other assets.

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



# 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 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 $10.9 million and $6.9 million as of December 31, 2022 and 2021, 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).

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 nonderivative instruments such as 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, 2022 and 2021 (in millions):

<table><tr><td rowspan="2">Notional Value</td><td rowspan="2">Maturity Date</td><td colspan="2">Asset (Liability) Value as of</td></tr><tr><td>December 31, 2022</td><td>December 31, 2021</td></tr><tr><td>€ 60.0</td><td>March 15, 2022</td><td>—</td><td>2.8</td></tr><tr><td>€ 62.0</td><td>September 15, 2022</td><td>—</td><td>2.8</td></tr><tr><td>€</td><td>September 15, 2022</td><td>—</td><td>(0.3)</td></tr><tr><td>€ 44.5</td><td>September 15, 2022</td><td>—</td><td>(0.4)</td></tr><tr><td>€ 89.0</td><td>December 16, 2022</td><td>—</td><td>(0.8)</td></tr><tr><td>€ 50.0</td><td>January 13, 2023</td><td>(2.9)</td><td>—</td></tr><tr><td>€ 15.0</td><td>March 15, 2023</td><td>0.7</td><td>—</td></tr><tr><td>€ 15.0</td><td>March 15, 2033</td><td>0.7</td><td>—</td></tr><tr><td>€ 50.0</td><td>December 15, 2023</td><td>(2.8)</td><td>—</td></tr><tr><td>€ 30.0</td><td>March 15, 2024</td><td>1.3</td><td>—</td></tr><tr><td>€ 51.0</td><td>March 15, 2024</td><td>(2.8)</td><td>—</td></tr><tr><td>€ 45.0</td><td>April 12, 2023</td><td>(0.2)</td><td>—</td></tr><tr><td>€ 44.0</td><td>September 15, 2023</td><td>(0.1)</td><td>—</td></tr></table>

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

We have designated certain derivative and nonderivative instruments as net investment hedges. Accordingly, we report the changes in fair value in other comprehensive income (loss). For the years ended December 31, 2022, 2021, and 2020 we recorded gains (losses) of $131.7 million, $176.0 million, and ($198.7 million), respectively, in the cumulative translation adjustment section of the other comprehensive income (loss). Changes in the value of these instruments are offset by changes in the underlying hedged Euro investments.



# 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 total accumulated other comprehensive income (loss) related to Simon’s derivative activities, including our share of other comprehensive income (loss) from unconsolidated entities, was $36.5 million and ($10.0) million as of December 31, 2022 and 2021, 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 $41.8 million and ($11.4) million as of December 31, 2022 and 2021, respectively.

## Noncontrolling Interests

## Simon

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

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Limited partners&#x27; interests in the Operating Partnership</td><td>$ 448,076</td><td>$ 477,292</td></tr><tr><td>Nonredeemable noncontrolling interests in properties, net</td><td>25,052</td><td>14,241</td></tr><tr><td>Total noncontrolling interests reflected in equity</td><td>$ 473,128</td><td>$ 491,533</td></tr></table>

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.



# 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)

## Accumulated Other Comprehensive Income (Loss)

## Simon

The total accumulated other comprehensive income (loss) related to Simon’s currency translation adjustment was ($199.5) million, ($175.1) million and ($136.2) million as of December 31, 2022, 2021 and 2020, respectively.

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

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td><td>Affected line item where net income is presented</td></tr><tr><td>Currency translation adjustments</td><td>$ —</td><td>$ 5,660</td><td>$ (1,739)</td><td>Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td></tr><tr><td></td><td>—</td><td>(712)</td><td>219</td><td>Net income attributable to noncontrolling interests</td></tr><tr><td></td><td>$ —</td><td>$ 4,948</td><td>(1,520)</td><td></td></tr><tr><td>Accumulated derivative gains, net.</td><td>$ 1,595</td><td>$ 1,625</td><td>$ 1,845</td><td>Interest expense</td></tr><tr><td></td><td>(202)</td><td>(204)</td><td>(232)</td><td>Net income attributable to noncontrolling interests</td></tr><tr><td></td><td>$ 1,393</td><td>$ 1,421</td><td>$ 1,613</td><td></td></tr></table>

## The Operating Partnership

The total accumulated other comprehensive income (loss) related to the Operating Partnership’s currency translation adjustment was ($228.3) million, ($200.2) million and ($155.8) million as of December 31, 2022, 2021 and 2020, respectively.

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

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td><td>Affected line item where net income is presented</td></tr><tr><td>Currency translation adjustments</td><td>$ —</td><td>$ 5,660</td><td>$ (1,739)</td><td>Gain (loss) on acquisition of controlling interest, sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net</td></tr><tr><td>Accumulated derivative gains, net.</td><td>$ 1,595</td><td>$ 1,625</td><td>$ 1,845</td><td>Interest expense</td></tr></table>

## 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



# 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)

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. 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.

## 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.



# 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)

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, 2022 and 2021 approximated $85.7 million and $77.2 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 no 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, 2022 and 2021, we had net deferred tax liabilities of $278.3 million and $259.3 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 assets 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 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.



# 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)

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

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Cash paid for taxes</td><td>$ 53,241</td><td>$ 102,454</td><td>$ 20,046</td><td></td></tr></table>

## 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.

In December 2022, the SPAC was liquidated and dissolved, resulting in the recognition of a $10.2 million loss recorded in gain on disposal, exchange, or revaluation of equity interests, net in the consolidated statement of operations and comprehensive income, representing our investment in the SPAC.

## New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, "Reference Rate Reform," which provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. Additional optional expedients, exceptions, and clarifications were created in ASU 2021-01. The guidance is effective upon issuance and generally can be applied to any contract modifications or existing and new hedging relationships through December 31, 2024. We elected the expedients in conjunction with transitioning certain debt instruments, as discussed in Note 7, to alternative benchmark 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 (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 capitalize asset acquisition costs and expense costs related to business combinations, as well as disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during 2022, 2021, and 2020. Refer to Note 6 for disclosure of unconsolidated joint venture acquisitions and dispositions.



# 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)

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

## 2022 Acquisitions

On June 17, 2022, we acquired an additional interest in Gloucester Premium Outlets from a joint venture partner for $14.0 million in cash consideration, including a pro-rata share of working capital, resulting in the consolidation of this property. The property is subject to an $85.7 million 3.29% variable interest rate mortgage loan. We accounted for this transaction as an asset acquisition and substantially all of our investment has been determined to relate to investment property.

## 2022 Dispositions

During 2022, we disposed of our interest in one consolidated retail property. The proceeds from this transaction were $59.0 million, resulting in a loss of $15.6 million.

## 2021 Dispositions

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, and this non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

## 2020 Dispositions

On October 1, 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 disposed of, or recovery on, assets and interests in unconsolidated entities and impairment, net 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

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Net Income attributable to Common Stockholders — Basic and Diluted</td><td>$ 2,136,198</td><td>$ 2,246,294</td><td>$ 1,109,227</td><td></td></tr><tr><td>Weighted Average Shares Outstanding — Basic and Diluted</td><td>327,816,695</td><td>328,587,137</td><td>308,737,625</td><td></td></tr></table>

For the year ended December 31, 2022, 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, 2022, 2021, and 2020. We have not adjusted net income attributable to



# 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)

common stockholders and weighted average shares outstanding for income allocable to limited partners or units, respectively, as doing so would have no dilutive impact. We accrue dividends when they are declared.

The Operating Partnership

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Net Income attributable to Unitholders —</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic and Diluted</td><td>$ 2,444,395</td><td>$ 2,569,508</td><td>$ 1,276,450</td><td></td></tr><tr><td>Weighted Average Units Outstanding —</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic and Diluted</td><td>375,111,997</td><td>375,866,759</td><td>355,281,882</td><td></td></tr></table>

For the year ended December 31, 2022, potentially dilutive securities include LTIP units. No securities had a material dilutive effect for the years ended December 31, 2022, 2021, and 2020. We accrue distributions when they are declared.

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

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Total dividends/distributions paid per common share/unit .</td><td>$ 6.90</td><td>$ 5.85</td><td>$ 6.00</td></tr><tr><td>Percent taxable as ordinary income .</td><td>98.60 %</td><td>93.10 %</td><td>97.40 %</td></tr><tr><td>Percent taxable as long-term capital gains .</td><td>1.40 %</td><td>6.90 %</td><td>2.60 %</td></tr><tr><td></td><td>100.00%</td><td>100.00%</td><td>100.00%</td></tr></table>

## 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 82 properties as of December 31, 2022 and 84 properties as of December 31, 2021.

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, 2022 and 2021, we had construction loans and other advances to these related parties totaling $112.0 million and $88.4 million, respectively, which are included in deferred costs and other assets in the accompanying consolidated balance sheets.

On December 19, 2022, we completed the acquisition of a 50% noncontrolling legal ownership interest in Jamestown, a global real estate investment and asset management company, as well as separate interests in certain real estate and working capital, for total cash consideration of $173.4 million. Given the timing of the transaction, there was no impact on our financial results for the year ended December 31, 2022. In addition, allocation of the excess investment to the underlying assets and liabilities acquired at the venture level is preliminary at December 31, 2022.

During 2022, we recorded a non-cash gain of $19.9 million related to the disposition and foreclosure of two unconsolidated properties in satisfaction of the respective $99.6 million and $83.1 million non-recourse mortgage loans,



# 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)

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 statement of operations and comprehensive income. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows.

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.

During the second quarter of 2021, we sold our interest in one 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.

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 three 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.

## Taubman Realty Group

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. 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.

The tables below represent summary financial information of TRG.

<table><tr><td></td><td>December 31, 2022</td><td>December 31, 2021</td></tr><tr><td>Total assets</td><td>$ 3,555,686</td><td>$ 3,981,054</td></tr><tr><td>Total liabilities</td><td>4,356,406</td><td>4,785,011</td></tr><tr><td>Noncontrolling interests</td><td>163,293</td><td>155,868</td></tr></table>



# 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)

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Total revenues</td><td>$ 693,835</td><td>$ 600,426</td><td>$ —</td></tr><tr><td>Operating income before other items</td><td>254,395</td><td>197,074</td><td>—</td></tr><tr><td>Consolidated net income</td><td>164,072</td><td>97,361</td><td>—</td></tr><tr><td>Our share of net income</td><td>129,065</td><td>78,370</td><td>—</td></tr><tr><td>Amortization of excess investment</td><td>(189,629)</td><td>(196,072)</td><td>—</td></tr></table>

## Other Platform Investments

During the fourth quarter of 2022, we sold to ABG all of our interests in the licensing venture of Eddie Bauer for additional interests in ABG. As a result, in the fourth quarter of 2022, we recognized a non-cash pre-tax gain of $159.0 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, representing the difference between the fair value of the interests received determined using Level 3 inputs and the $98.8 million carrying value of the intellectual property licensing venture less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $39.7 million. At December 31, 2022, our interest in ABG was approximately 12.3%.

On July 1, 2021, we sold to ABG all of our interests in both the Forever 21 and Brooks Brothers licensing ventures for additional interests in ABG. As a result, in the third quarter of 2021, we recognized a non-cash pre-tax gain of $159.8 million, which is included in gain on disposal, exchange, or revaluation of equity interests, net, representing the difference between the fair value of the interests received determined using Level 3 inputs and the carrying value of $102.7 million of the intellectual property licensing ventures less costs to sell. This non-cash investing and financing activity is excluded from our consolidated statement of cash flows. In connection with this transaction, we recorded deferred taxes of $47.9 million.

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 disposal, exchange, or revaluation of equity interests, net, 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.

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

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 we acquired through two 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.

In 2016, we and a group of co-investors acquired certain assets and liabilities of Aeropostale, a retailer of apparel and accessories, out of bankruptcy and subsequently renamed SPARC Group. The interests were acquired through two 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,



# 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)

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. During the first quarter of 2022, SPARC Group acquired certain assets and operations of Reebok and entered into a long-term strategic partnership agreement with ABG to become the core licensee and operating partner for Reebok in the United States. At December 31, 2022, our noncontrolling equity method interest in SPARC Group was 50.0%.

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

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td><td colspan="2">December 31,</td></tr><tr><td>2022</td><td>2021</td><td></td><td></td></tr><tr><td>Total assets</td><td>$ 12,897,980</td><td>$ 9,083,440</td><td></td><td></td></tr><tr><td>Total liabilities</td><td>10,521,772</td><td>6,916,595</td><td></td><td></td></tr><tr><td>Noncontrolling interests</td><td>362,652</td><td>281,024</td><td></td><td></td></tr></table>

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended</td></tr><tr><td colspan="3">December 31,</td></tr><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Total revenues</td><td>$ 14,895,379</td><td>$ 14,454,661</td><td>$ 3,450,029</td></tr><tr><td>Operating income before other items</td><td>972,360</td><td>1,550,358</td><td>397,845</td></tr><tr><td>Consolidated net income</td><td>738,255</td><td>1,400,632</td><td>323,887</td></tr><tr><td>Our share of net income</td><td>238,412</td><td>402,658</td><td>46,984</td></tr><tr><td>Amortization of excess investment</td><td>(6,659)</td><td>(7,546)</td><td>(7,442)</td></tr></table>

## 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, 2022, we owned 63,924,148 shares, or approximately 22.4%, of Klépierre, which had a quoted market price of $23.04 per share. The tables below represent summary financial information with respect to our investment in Klépierre. This information is based on applicable Euro:USD exchange rates and after our conversion of Klépierre's results to GAAP.

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td><td colspan="2">December 31,</td></tr><tr><td>2022</td><td>2021</td><td></td><td></td></tr><tr><td>Total assets</td><td>$ 16,016,137</td><td>$ 18,137,100</td><td></td><td></td></tr><tr><td>Total liabilities</td><td>10,074,502</td><td>11,854,151</td><td></td><td></td></tr><tr><td>Noncontrolling interests</td><td>1,226,734</td><td>1,320,001</td><td></td><td></td></tr></table>



# 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)

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Total revenues</td><td>$ 1,308,409</td><td>$ 1,240,277</td><td>$ 1,306,221</td></tr><tr><td>Operating income before other items</td><td>590,829</td><td>380,470</td><td>327,331</td></tr><tr><td>Consolidated net income</td><td>581,075</td><td>848,104</td><td>211,153</td></tr><tr><td>Our share of net income</td><td>116,084</td><td>164,575</td><td>36,832</td></tr><tr><td>Amortization of excess investment</td><td>(13,937)</td><td>(19,444)</td><td>(10,289)</td></tr></table>

During the years ended December 31, 2022 and 2021, we recorded net gains of $1.3 million and $1.2 million, respectively, 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. 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.

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.

We have an interest in a European investee that had interests in 11 Designer Outlet properties as of December 31, 2022, 11 Designer Outlet properties as of December 31, 2021, and ten Designer Outlet properties as of December 31, 2020. Seven of these Designer Outlets are consolidated by us as of December 31, 2022. As of December 31, 2022, 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 and related mortgage of $47.1 million, requiring a remeasurement of our previously held equity interest, which had a carrying value of $48.7 million, 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 non-cash 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, and this non-cash investing and financing activity is excluded from our consolidated statement of cash flows. 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 nine luxury outlets located throughout Europe and we also have a direct minority ownership in three of those outlets. At December 31, 2022 and 2021, 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.



# 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)

## 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 $206.3 million and $206.1 million as of December 31, 2022 and 2021, 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 $199.5 million and $194.9 million as of December 31, 2022 and 2021, respectively, including all related components of accumulated other comprehensive income (loss).

## Summary Financial Information

The following tables present 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 Jamestown, Klépierre and TRG, as well as our other platform investments.

## COMBINED BALANCE SHEETS

<table><tr><td></td><td>December 31, 2022</td><td>December 31, 2021</td></tr><tr><td>Assets:</td><td></td><td></td></tr><tr><td>Investment properties, at cost.</td><td>$ 19,256,108</td><td>$ 19,724,242</td></tr><tr><td>Less - accumulated depreciation</td><td>8,490,990</td><td>8,330,891</td></tr><tr><td></td><td>10,765,118</td><td>11,393,351</td></tr><tr><td>Cash and cash equivalents.</td><td>1,445,353</td><td>1,481,287</td></tr><tr><td>Tenant receivables and accrued revenue, net.</td><td>546,025</td><td>591,369</td></tr><tr><td>Right-of-use assets, net.</td><td>143,526</td><td>154,561</td></tr><tr><td>Deferred costs and other assets.</td><td>482,375</td><td>394,691</td></tr><tr><td>Total assets.</td><td>$ 13,382,397</td><td>$ 14,015,259</td></tr><tr><td>Liabilities and Partners&#x27; Deficit:</td><td></td><td></td></tr><tr><td>Mortgages.</td><td>$ 14,569,921</td><td>$ 15,223,710</td></tr><tr><td>Accounts payable, accrued expenses, intangibles, and deferred revenue.</td><td>961,984</td><td>995,392</td></tr><tr><td>Lease liabilities.</td><td>133,096</td><td>158,372</td></tr><tr><td>Other liabilities.</td><td>446,064</td><td>383,018</td></tr><tr><td>Total liabilities.</td><td>16,111,065</td><td>16,760,492</td></tr><tr><td>Preferred units.</td><td>67,450</td><td>67,450</td></tr><tr><td>Partners&#x27; deficit.</td><td>(2,796,118)</td><td>(2,812,683)</td></tr><tr><td>Total liabilities and partners&#x27; deficit.</td><td>$ 13,382,397</td><td>$ 14,015,259</td></tr><tr><td>Our Share of:</td><td></td><td></td></tr><tr><td>Partners&#x27; deficit.</td><td>$ (1,232,086)</td><td>$ (1,207,396)</td></tr><tr><td>Add: Excess Investment.</td><td>1,219,117</td><td>1,283,645</td></tr><tr><td>Our net (deficit) Investment in unconsolidated entities, at equity.</td><td>$ (12,969)</td><td>$ 76,249</td></tr></table>

“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



# 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)

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.

As of December 31, 2022, scheduled principal repayments on these joint venture properties' mortgage indebtedness, assuming the obligations remain outstanding through the initial maturities, are as follows:

<table><tr><td>2023</td><td>$ 1,277,532</td></tr><tr><td>2024</td><td>2,756,370</td></tr><tr><td>2025</td><td>1,853,644</td></tr><tr><td>2026</td><td>2,989,001</td></tr><tr><td>2027</td><td>2,306,171</td></tr><tr><td>Thereafter</td><td>3,424,158</td></tr><tr><td>Total principal maturities</td><td>14,606,876</td></tr><tr><td>Debt issuance costs</td><td>(36,955)</td></tr><tr><td>Total mortgages</td><td>$ 14,569,921</td></tr></table>

This debt becomes due in installments over various terms extending through 2035 with interest rates ranging from 0.16% to 13.92% and a weighted average interest rate of 4.32% at December 31, 2022.



## 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

<table><tr><td rowspan="2"></td><td colspan="3">December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>REVENUE:</td><td></td><td></td><td></td></tr><tr><td>Lease income</td><td>$ 2,894,611</td><td>$ 2,797,221</td><td>$ 2,544,134</td></tr><tr><td>Other income</td><td>341,923</td><td>319,956</td><td>300,634</td></tr><tr><td>Total revenue</td><td>3,236,534</td><td>3,117,177</td><td>2,844,768</td></tr><tr><td>OPERATING EXPENSES:</td><td></td><td></td><td></td></tr><tr><td>Property operating</td><td>605,018</td><td>575,584</td><td>519,979</td></tr><tr><td>Depreciation and amortization</td><td>666,762</td><td>686,790</td><td>692,424</td></tr><tr><td>Real estate taxes</td><td>246,707</td><td>263,325</td><td>262,351</td></tr><tr><td>Repairs and maintenance</td><td>81,522</td><td>79,300</td><td>68,722</td></tr><tr><td>Advertising and promotion</td><td>74,776</td><td>72,441</td><td>67,434</td></tr><tr><td>Other</td><td>205,405</td><td>200,899</td><td>163,710</td></tr><tr><td>Total operating expenses</td><td>1,880,190</td><td>1,878,339</td><td>1,774,620</td></tr><tr><td>Operating Income Before Other Items</td><td>1,356,344</td><td>1,238,838</td><td>1,070,148</td></tr><tr><td>Interest expense</td><td>(599,245)</td><td>(605,591)</td><td>(616,332)</td></tr><tr><td>Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net</td><td>50,336</td><td>34,814</td><td>—</td></tr><tr><td>Net Income</td><td>$ 807,435</td><td>$ 668,061</td><td>$ 453,816</td></tr><tr><td>Third-Party Investors&#x27; Share of Net Income</td><td>$ 423,816</td><td>$ 333,304</td><td>$ 226,364</td></tr><tr><td>Our Share of Net Income</td><td>$ 383,619</td><td>$ 334,757</td><td>$ 227,452</td></tr><tr><td>Amortization of Excess Investment</td><td>(60,109)</td><td>(64,974)</td><td>(82,097)</td></tr><tr><td>Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements</td><td>—</td><td>(14,941)</td><td>—</td></tr><tr><td>Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net</td><td>(2,532)</td><td>(541)</td><td>—</td></tr><tr><td>Income from Unconsolidated Entities</td><td>$ 320,978</td><td>$ 254,301</td><td>$ 145,355</td></tr></table>

Our share of income from unconsolidated entities in the above table, aggregated with our share of results from our investments in Jamestown, 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 (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.



# 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:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Fixed-Rate Debt:</td><td></td><td></td></tr><tr><td>Mortgage notes, including $2,436 and $2,892 of net premiums and $11,194 and $14,619 of debt issuance costs, respectively. Weighted average interest and maturity of 3.75% and 3.7 years at December 31, 2022.</td><td>$ 4,580,799</td><td>$ 4,546,614</td></tr><tr><td>Unsecured notes, including $32,421 and $30,964 of net discounts and $76,058 and $83,147 of debt issuance costs, respectively. Weighted average interest and maturity of 2.99% and 9.1 years at December 31, 2022.</td><td>18,029,459</td><td>18,254,507</td></tr><tr><td>Commercial Paper (see below).</td><td>—</td><td>500,000</td></tr><tr><td>Total Fixed-Rate Debt</td><td>22,610,258</td><td>23,301,121</td></tr><tr><td>Variable-Rate Debt:</td><td></td><td></td></tr><tr><td>Mortgage notes, including $5,336 and $4,354 of debt issuance costs, respectively. Weighted average interest and maturity of 5.14% and 1.7 years at December 31, 2022.</td><td>874,442</td><td>803,495</td></tr><tr><td>Unsecured Notes and Credit Facilities (see below), including $15,622 and $22,039 of debt issuance costs, respectively.</td><td>1,412,141</td><td>1,152,961</td></tr><tr><td>Total Variable-Rate Debt.</td><td>2,286,583</td><td>1,956,456</td></tr><tr><td>Other Debt Obligations.</td><td>63,445</td><td>63,445</td></tr><tr><td>Total Mortgages and Unsecured Indebtedness</td><td>$ 24,960,286</td><td>$ 25,321,022</td></tr></table>

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, 2022, we were in compliance with all covenants of our unsecured debt.

At December 31, 2022, our consolidated subsidiaries were the borrowers under 38 non-recourse mortgage notes secured by mortgages on 41 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, 2022, 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, 2022, our unsecured debt consisted of $18.6 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, and $802.8 million (U.S. dollar equivalent) of Euro-denominated borrowings outstanding under the Operating Partnership's $3.5 billion unsecured revolving credit facility, or Supplemental Facility.



# 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 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.

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 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 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, 2022 we had an aggregate available borrowing capacity of $6.6 billion under the Credit Facilities. The maximum aggregate outstanding balance under the Facilities during the year ended December 31, 2022 was $1.2 billion and the weighted average outstanding balance was $260.7 million. Letters of credit of $10.0 million were outstanding under the Facilities as of December 31, 2022.

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



# 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)

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, 2022, we had no outstanding balance under the Commercial Paper program. Borrowings under the Commercial Paper program reduce amounts otherwise available under the Credit Facilities.

On January 21, 2021 the Operating Partnership completed the issuance of the following senior unsecured notes: $800 million with a fixed interest rate of 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 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.

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

Subsequent to December 31, 2022, the Operating Partnership completed interest rate swap agreements with a combined notional value at €750.0 million to swap the interest rate of the Euro denominated borrowings outstanding under the Supplemental Facility to an all-in fixed rate of 3.81%. This interest rate swap matures on January 17, 2024.

## Mortgage Debt

Total mortgage indebtedness was $5.5 billion and $5.4 billion at December 31, 2022 and 2021, respectively.



# 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)

## Debt Maturity and Other

Our scheduled principal repayments on indebtedness as of December 31, 2022, assuming the obligations remain outstanding through the initial maturities, are as follows:

<table><tr><td>2023</td><td>$ 1,342,656</td></tr><tr><td>2024</td><td>3,331,015</td></tr><tr><td>2025</td><td>2,657,375</td></tr><tr><td>2026</td><td>3,936,750</td></tr><tr><td>2027</td><td>3,265,832</td></tr><tr><td>Thereafter</td><td>10,501,408</td></tr><tr><td>Total principal maturities</td><td>25,035,036</td></tr><tr><td>Net unamortized debt premium</td><td>20,909</td></tr><tr><td>Net unamortized debt discount</td><td>(50,894)</td></tr><tr><td>Debt issuance costs, net</td><td>(108,210)</td></tr><tr><td>Other Debt Obligations</td><td>63,445</td></tr><tr><td>Total mortgages and unsecured indebtedness</td><td>$ 24,960,286</td></tr></table>

Our cash paid for interest in each period, net of any amounts capitalized, was as follows:

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Cash paid for interest</td><td>$ 763,203</td><td>$ 822,182</td><td>$ 754,306</td></tr></table>

## 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:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Debt issuance costs</td><td>$ 210,893</td><td>$ 227,774</td></tr><tr><td>Accumulated amortization</td><td>(102,683)</td><td>(103,615)</td></tr><tr><td>Debt issuance costs, net</td><td>$ 108,210</td><td>$ 124,159</td></tr></table>

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 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:

<table><tr><td rowspan="2"></td><td colspan="3">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Amortization of debt issuance costs</td><td>$ 26,113</td><td>$ 24,794</td><td>$ 23,076</td></tr><tr><td>Amortization of debt discounts/(premiums)</td><td>7</td><td>168</td><td>174</td></tr></table>

## 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



# 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)

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 $22.6 billion and $23.3 billion as of December 31, 2022 and 2021, respectively. The fair values of these financial instruments and the related discount rate assumptions as of December 31 are summarized as follows:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Fair value of consolidated fixed rate mortgages and unsecured indebtedness (in millions)</td><td>$ 20,020</td><td>$ 24,597</td></tr><tr><td>Weighted average discount rates assumed in calculation of fair value for fixed rate mortgages</td><td>6.10 %</td><td>3.17 %</td></tr><tr><td>Weighted average discount rates assumed in calculation of fair value for unsecured indebtedness</td><td>5.87 %</td><td>3.33 %</td></tr></table>

## 8. Equity

Simon’s Board of Directors is authorized to reclassify excess common stock into one 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 one 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 four members of Simon's Board of Directors. All 8,000 outstanding shares of the Class B common stock are 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.

## Common Stock and Unit Issuances and Repurchases

In 2022, Simon issued 2,680 shares of common stock to two 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, 2022, the Operating Partnership redeemed 14,740 units from three limited partners for $1.9 million. In 2021, Simon issued 58,571 shares of common stock to seven 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 seven limited partners for $2.2 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 May 9, 2022, Simon's Board of Directors authorized a common stock repurchase plan. Under the plan, Simon may repurchase up to $2.0 billion of its common stock during the two-year period commencing on May 16, 2022 and ending



# 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)

on May 16, 2024 in the open market or in privately negotiated transactions as market conditions warrant. During the year ended December 31, 2022, Simon purchased 1,830,022 shares at an average price of $98.57 per share. As Simon repurchases shares under this program, the Operating Partnership repurchases an equal number of units from Simon.

On February 11, 2019, Simon's Board of Directors authorized a 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. 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. 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 one series of preferred units in the Operating Partnership and noncontrolling redeemable interests in properties in temporary equity. Each of these securities is discussed further below.

Limited Partners’ Preferred Interest in the Operating Partnership and Noncontrolling Redeemable Interests in Properties. The redemption features of the preferred units in the Operating Partnership contain provisions which could require the Operating Partnership to settle the redemption in cash. As a result, this series of preferred units in the Operating Partnership remains classified outside permanent equity.

The remaining 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 no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2022 and 2021. The following table summarizes the preferred units in the Operating Partnership and the amount of the noncontrolling redeemable interests in properties as of December 31.

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized,</td><td></td><td></td></tr><tr><td>255,373 issued and outstanding</td><td>$ 25,537</td><td>$ 25,537</td></tr><tr><td>Other noncontrolling redeemable interests</td><td>186,702</td><td>522,203</td></tr><tr><td>Limited partners&#x27; preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties</td><td>$ 212,239</td><td>$ 547,740</td></tr></table>

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.



# 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)

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, 2022 and 2021.

## The Operating Partnership

The Operating Partnership classifies as temporary equity those securities for which there is the possibility that the Operating Partnership could be required to redeem the security for cash, irrespective of the probability of such a possibility. As a result, the Operating Partnership classifies one series of preferred units and noncontrolling redeemable interests in properties in temporary equity. 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 no noncontrolling interests redeemable at amounts in excess of fair value as of December 31, 2022 and 2021. The following table summarizes the preferred units and the amount of the noncontrolling redeemable interests in properties as of December 31.

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>7.50% Cumulative Redeemable Preferred Units, 260,000 units authorized,</td><td></td><td></td></tr><tr><td>255,373 issued and outstanding</td><td>25,537</td><td>25,537</td></tr><tr><td>Other noncontrolling redeemable interests</td><td>186,702</td><td>522,203</td></tr><tr><td>Total preferred units, at liquidation value, and noncontrolling redeemable interests in properties</td><td>212,239</td><td>547,740</td></tr></table>

Refer to Note 3 for discussion of the noncontrolling redeemable interest related to the SPAC.

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, 2022 and 2021.

## 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 8 \( ^{3} \) / \( _{8} \) % Cumulative Redeemable Preferred Stock. Dividends accrue quarterly at an annual rate of 8 \( ^{3} $ / \( _{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



# 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)

unamortized premium included in the carrying value of the preferred stock at December 31, 2022 and 2021 was $1.6 million and $1.9 million, respectively.

## The Operating Partnership

Series J 8 \( ^{3} \) / \( _{8} \) % Cumulative Redeemable Preferred Units. Distributions accrue quarterly at an annual rate of 8 \( ^{3} \) / \( _{8} \) % per unit on the Series J 8 \( ^{3} \) / \( _{8} \) % 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, 2022 and 2021 was 1.6 million and 1.9 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 Committee. The Compensation and Human Capital Committee 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 Committee 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 Committee. 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.

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 Human Capital, and Governance and Nominating Committee of $35,000, $35,000 and $25,000, respectively. Directors receive fixed annual retainers for service on the Audit, Compensation and Human Capital, 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 units, and restricted stock. The substantial majority of these awards are market condition or performance-based, and are based on various market, corporate and business unit performance measures as further described below. The expense related to these programs, net of amounts capitalized, is included within home and regional office costs and general and administrative costs in the accompanying statements of operations and comprehensive



# 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)

income. LTIP units are a form of limited partnership interest issued by the Operating Partnership, which are subject to the participant maintaining employment with us through certain dates and other conditions as described in the applicable award agreements. Awarded LTIP units not earned in accordance with the conditions set forth in the applicable award agreements are forfeited. Earned and fully vested LTIP units are equivalent to units of the Operating Partnership. Participants are entitled to receive distributions on the awarded LTIP units, as defined, equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two class method of computing earnings per share. These are granted under The Simon Property Group, L.P. 2019 Stock Incentive Plan, or the 2019 Plan.

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

2019 LTIP Program. In 2019, the Compensation and Human Capital Committee established and granted awards under the 2019 LTIP Program. Awards under the 2019 LTIP Program will be considered earned if the respective performance conditions (based upon Funds From Operations, or FFO, per share, and Objective Criteria Goals) and market condition (based on Relative TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. All of the earned LTIP units under the 2019 LTIP Program will vest on January 1, 2023. The 2019 LTIP Program provides that the amount earned of the performance-based portion of the awards is dependent on Simon's performance compared to certain criteria and in March 2022, the Compensation and Human Capital Committee determined 72,442 performance based LTIP units under this program were earned as noted in the table below.

2020 LTI Program. In 2020, the Compensation and Human Capital Committee established and granted awards under the 2020 LTI Program, which consisted of a one-time grant of 312,263 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $84.37 per share. One-third of these awards vested on January 1, 2022 and the remaining awards will vest ratably on 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 period.

2021 LTI Program. In 2021, the Compensation and Human Capital Committee established and granted awards under the 2021 LTI Program. Awards under the 2021 LTI Program took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals) and market conditions (based on Absolute TSR performance), as defined in the applicable award agreements, are achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2021 LTI Program will vest on January 1, 2025. The 2021 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee's determination that Simon's FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at grant date of $18.4 million. As part of the 2021 LTI Program, the Compensation and Human Capital Committee also established a grant of 37,976 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $112.92 per share. These awards will vest, subject to the grantee's continued service, on March 1, 2024. The $4.3 million grant date fair value of these restricted stock unit awards is being recognized as expense over the three-year vesting period.

2022 LTI Program. In the first quarter of 2022, the Compensation and Human Capital Committee established and granted awards under a 2022 Long-Term Incentive Program, or 2022 LTI Program. Awards under the 2022 LTI Program, took the form of LTIP units and restricted stock units. Awards of LTIP units under this program will be considered earned if the respective performance conditions (based on FFO and Objective Criteria Goals), subject to adjustment based upon a TSR modifier, with respect to the FFO performance condition, as defined in the applicable award agreements, are



# 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)

achieved during the applicable three-year measurement period. Any units determined to be earned LTIP units under the 2022 LTI Program will vest on January 1, 2026. The 2022 LTI Program provides that the amount earned related to the performance-based portion of the awards is dependent on the Compensation and Human Capital Committee's determination that Simon's FFO performance and achievement of certain objective criteria goals and has a maximum potential fair value at grant date of $20.6 million. As part of the 2022 LTI Program, on March 11, 2022 and March 18, 2022, the Compensation and Human Capital Committee also established grants of 52,673 time-based restricted stock units under the 2019 Plan at a grant date fair market value of $130.05 and $130.84 per share. These awards will vest on March 11, 2025 and March 18, 2025. The $6.9 million grant date fair value of these restricted stock unit awards is being recognized as expense over the three-year vesting period.

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

<table><tr><td>LTIP Program</td><td>LTIP Units Earned</td><td>Grant Date Fair Value of TSR Award</td><td>Grant Date Target Value of Performance-Based Awards</td></tr><tr><td>2019 LTIP program</td><td>72,442</td><td>$9.5 million</td><td>$14.7 million</td></tr><tr><td>2021 LTIP program</td><td>To be determined in 2024</td><td>$5.7 million</td><td>$12.2 million</td></tr><tr><td>2022 LTIP program</td><td>To be determined in 2025</td><td>—</td><td>$13.7 million</td></tr></table>

We recorded compensation expense, net of capitalization and forfeitures, related to LTIP programs of approximately $24.7 million, $24.8 million, and $1.9 million for the years ended December 31, 2022, 2021 and 2020, 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 Committee 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, 2022 a total of 5,858,453 shares of restricted stock, net of forfeitures, have been awarded under the 1998 plan, and 769,912 shares of restricted stock and RSUs have been awarded under the 2019 plan.

Information regarding restricted stock awards is summarized in the following table for each of the years presented:

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Shares of restricted stock awarded during the year, net of forfeitures</td><td>160,259</td><td>42,036</td><td>150,703</td><td></td></tr><tr><td>Weighted average fair value of shares granted during the year</td><td>$ 129.62</td><td>$ 117.52</td><td>$ 50.31</td><td></td></tr><tr><td>Compensation expense, net of capitalization</td><td>$ 9,583</td><td>$ 8,817</td><td>$ 10,305</td><td></td></tr></table>

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 one-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



# 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)

stock at that time. At December 31, 2022, Simon had reserved 54,305,552 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 one-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 as reimbursements for real estate taxes, utilities, marketing, and certain other items including negative variable lease income as discussed in Note 3.

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Fixed lease income</td><td>$ 3,858,592</td><td>$ 3,701,991</td><td>$ 3,871,395</td><td></td></tr><tr><td>Variable lease income</td><td>1,046,583</td><td>1,034,728</td><td>430,972</td><td></td></tr><tr><td>Total lease income</td><td>$ 4,905,175</td><td>$ 4,736,719</td><td>$ 4,302,367</td><td></td></tr></table>

Tenant receivables and accrued revenue in the accompanying consolidated balance sheets includes straight-line receivables of $546.5 million and $568.7 million at December 31, 2022 and 2021, respectively.

Minimum fixed lease consideration under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of December 31, 2022, is as follows:

<table><tr><td>2023</td><td>$ 3,068,299</td></tr><tr><td>2024</td><td>2,498,364</td></tr><tr><td>2025</td><td>2,009,998</td></tr><tr><td>2026</td><td>1,574,836</td></tr><tr><td>2027</td><td>1,234,707</td></tr><tr><td>Thereafter</td><td>3,200,933</td></tr><tr><td></td><td>$ 13,587,137</td></tr></table>

## 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.



# 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)

and the amount can be reasonably estimated.

## Lease Commitments

As of December 31, 2022, we are subject to ground leases that cover all or a portion of 23 of our consolidated properties with termination dates extending through 2090, including periods for which exercising an extension option is reasonably assured. These ground leases generally require us to make fixed annual rental payments, or a fixed annual rental payment plus a percentage rent component based upon the revenues or total sales of the property. In addition, we have several regional office locations that are subject to leases with termination dates ranging from 2023 to 2025. 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 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:

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Operating Lease Cost</td><td></td><td></td><td></td><td></td></tr><tr><td>Fixed lease cost</td><td>$ 30,257</td><td>$ 32,492</td><td>$ 31,404</td><td></td></tr><tr><td>Variable lease cost</td><td>17,593</td><td>15,454</td><td>13,270</td><td></td></tr><tr><td>Sublease income</td><td>—</td><td>(705)</td><td>(746)</td><td></td></tr><tr><td>Total operating lease cost</td><td>$ 47,850</td><td>$ 47,241</td><td>$ 43,928</td><td></td></tr></table>

<table><tr><td rowspan="2"></td><td colspan="4">For the Year Ended December 31,</td></tr><tr><td>2022</td><td>2021</td><td>2020</td><td></td></tr><tr><td>Other Information</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash paid for amounts included in the measurement of lease liabilities</td><td></td><td></td><td></td><td></td></tr><tr><td>Operating cash flows from operating leases</td><td>$ 47,754</td><td>$ 47,824</td><td>$ 44,570</td><td></td></tr><tr><td>Weighted-average remaining lease term - operating leases</td><td>32.7 years</td><td>33.6 years</td><td>34.4 years</td><td></td></tr><tr><td>Weighted-average discount rate - operating leases</td><td>4.87%</td><td>4.87%</td><td>4.86%</td><td></td></tr></table>

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:

<table><tr><td>2023</td><td>$ 33,163</td></tr><tr><td>2024</td><td>30,716</td></tr><tr><td>2025</td><td>30,727</td></tr><tr><td>2026</td><td>30,740</td></tr><tr><td>2027</td><td>30,770</td></tr><tr><td>Thereafter</td><td>828,521</td></tr><tr><td></td><td>$ 984,637</td></tr><tr><td>Impact of discounting</td><td>(486,684)</td></tr><tr><td>Operating lease liabilities</td><td>$ 497,953</td></tr></table>



# 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)

## 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.

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, 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.

## 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, 2022 and 2021, the Operating Partnership guaranteed joint venture related mortgage indebtedness of $128.0 million and $209.9 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.



# 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)

## 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 had a material negative impact on economic and market conditions around the world. The impact of the COVID-19 pandemic continues to evolve and governments and other authorities, including where we own or hold interests in properties, have at times imposed measures intended to control its spread, including restrictions on freedom of movement, group gatherings and business operations such as travel bans, border closings, business closures, quarantines, stay-at-home, shelter-in-place orders, density limitations and social distancing measures. As a result of the COVID-19 pandemic and these measures, the Company has experienced and may continue to experience material impacts including changes in the ability to recognize revenue due to changes in our assessment of the probability of collection of lease income and asset impairment charges as a result of changing cash flows generated by our properties and investments.

## 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 2022, 2021 and 2020. 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 two shopping centers owned by entities in which David Simon and Herbert Simon have ownership interests, for which we received a fee of $3.8 million, $3.5 million, and $3.3 million in 2022, 2021, and 2020, 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 $112.1 million, $102.1 million, and $92.7 million in 2022, 2021, and 2020, respectively. During 2022, 2021, and 2020, we recorded development, royalty, and other fee income, net of elimination, related to our unconsolidated international joint ventures of $12.1 million, $12.4 million, and $13.1 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 $83.8 million, $82.5 million, and $54.1 million for the years ended December 31, 2022, 2021, and 2020, respectively, net of elimination.



# 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)

## 12. Quarterly Financial Data (Unaudited)

Quarterly 2022 and 2021 data is summarized in the table below. Quarterly amounts may not sum to annual amounts due to rounding.

<table><tr><td></td><td>First Quarter</td><td>Second Quarter</td><td>Third Quarter</td><td>Fourth Quarter</td></tr><tr><td>2022</td><td></td><td></td><td></td><td></td></tr><tr><td>Total revenue</td><td>$ 1,295,922</td><td>$ 1,279,842</td><td>$ 1,315,786</td><td>$ 1,399,898</td></tr><tr><td>Operating income before other items.</td><td>620,391</td><td>626,761</td><td>652,196</td><td>684,205</td></tr><tr><td>Consolidated net income</td><td>488,310</td><td>569,480</td><td>621,847</td><td>772,748</td></tr><tr><td>Simon Property Group, Inc.</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income attributable to common stockholders</td><td>$ 426,630</td><td>$ 496,743</td><td>$ 539,038</td><td>$ 673,786</td></tr><tr><td>Net income per share — Basic and Diluted</td><td>$ 1.30</td><td>$ 1.51</td><td>$ 1.65</td><td>$ 2.06</td></tr><tr><td>Weighted average shares outstanding — Basic and Diluted</td><td>328,606,352</td><td>328,444,627</td><td>327,286,003</td><td>326,953,791</td></tr><tr><td>Simon Property Group, L.P.</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income attributable to unitholders</td><td>$ 487,993</td><td>$ 568,289</td><td>$ 616,918</td><td>$ 771,195</td></tr><tr><td>Net income per unit — Basic and Diluted</td><td>$ 1.30</td><td>$ 1.51</td><td>$ 1.65</td><td>$ 2.06</td></tr><tr><td>Weighted average units outstanding — Basic and Diluted</td><td>375,870,183</td><td>375,754,363</td><td>374,589,771</td><td>374,257,136</td></tr><tr><td>2021</td><td></td><td></td><td></td><td></td></tr><tr><td>Total revenue</td><td>$ 1,239,951</td><td>$ 1,254,146</td><td>$ 1,296,554</td><td>$ 1,326,138</td></tr><tr><td>Operating income before other items.</td><td>604,612</td><td>604,723</td><td>612,324</td><td>591,533</td></tr><tr><td>Consolidated net income</td><td>510,460</td><td>705,869</td><td>778,648</td><td>573,730</td></tr><tr><td>Simon Property Group, Inc.</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income attributable to common stockholders</td><td>$ 445,860</td><td>$ 617,257</td><td>$ 679,936</td><td>$ 503,241</td></tr><tr><td>Net income per share — Basic and Diluted</td><td>$ 1.36</td><td>$ 1.88</td><td>$ 2.07</td><td>$ 1.53</td></tr><tr><td>Weighted average shares outstanding — Basic and Diluted</td><td>328,514,497</td><td>328,594,136</td><td>328,619,163</td><td>328,619,248</td></tr><tr><td>Simon Property Group, L.P.</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income attributable to unitholders</td><td>$ 510,085</td><td>$ 706,087</td><td>$ 777,740</td><td>$ 575,596</td></tr><tr><td>Net income per unit — Basic and Diluted</td><td>$ 1.36</td><td>$ 1.88</td><td>$ 2.07</td><td>$ 1.53</td></tr><tr><td>Weighted average units outstanding — Basic and Diluted</td><td>375,836,653</td><td>375,875,290</td><td>375,882,318</td><td>375,872,212</td></tr></table>



## 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, 2022. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, 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, 2022. 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, 2022, 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, 2022 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, 2022 that have materially affected, or are reasonably likely to materially affect, Simon's internal control over financial reporting.



## 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, 2022. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, 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, 2022. 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, 2022, 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, 2022 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, 2022 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.



## 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 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A and the information included under the caption "Information about our Executive Officers" in Part I hereof.

## Item 11. Executive Compensation

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

## 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 2023 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 2023 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A.

## Item 14. Principal Accountant Fees and Services

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

The Audit Committee of Simon's Board of Directors pre-approves all audit and permissible non-audit services to be provided by Ernst & Young LLP (PCAOB ID: 42), or Ernst & Young, Simon's and the Operating Partnership's independent registered public accounting firm, prior to commencement of services. The Audit Committee has delegated to the Chairman of the Audit Committee the authority to pre-approve specific services up to specified individual and aggregate fee amounts. These pre-approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made. We have incurred fees as shown below for services from Ernst & Young as Simon's and the Operating Partnership's independent registered public accounting firm and for services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. Ernst & Young has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2022 and 2021, respectively:

<table><tr><td></td><td>2022</td><td>2021</td></tr><tr><td>Audit Fees (1)</td><td>$ 4,716,000</td><td>$ 5,444,000</td></tr><tr><td>Audit Related Fees (2)</td><td>5,280,000</td><td>4,890,000</td></tr><tr><td>Tax Fees (3)</td><td>464,000</td><td>276,000</td></tr><tr><td>All Other Fees</td><td>—</td><td>—</td></tr></table>

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



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

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



## Part IV

Item 15. Exhibits and Financial Statement Schedules
(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. 79
Consolidated Financial Statements of Simon Property Group, Inc.
Consolidated Balance Sheets as of December 31, 2022 and 2021 87
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 88
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020. 89
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 90
Consolidated Financial Statements of Simon Property Group, L.P.
Consolidated Balance Sheets as of December 31, 2022 and 2021 92
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 93
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020. 94
Consolidated Statements of Equity for the years ended December 31, 2022, 2021 and 2020 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 148
Notes to Schedule III 154
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.



## 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 8 \( ^{3} \) /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).



## 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).



## 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).



## 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).



## 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 (incorporated by reference to Exhibit 10.52 of Simon Property Group, Inc.'s and Simon Property Group L.P.'s Annual Report on Form 10-K filed February 24, 2022).

10.53* Simon Property Group, Inc., 2022 Incentive Compensation Plan (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, 2022 filed on May 9, 2022).

10.54* Form of Simon Property Group Series 2022 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 March 31, 2022 filed on May 9, 2022).

10.55* Form of Certificate of Designation of Series 2022 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 March 31, 2022 filed on May 9, 2022).

10.56* Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 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, 2022 filed on May 9, 2022).

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



## Exhibits

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.



## 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 23, 2023

## 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 23, 2023

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.

<table><tr><td>Signature</td><td>Capacity</td><td>Date</td></tr><tr><td>/s/ DAVID SIMON</td><td>Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President</td><td>February 23, 2023</td></tr><tr><td>David Simon</td><td>Chairman of the Board of Directors, Chief Executive Officer (Principal Executive Officer) and President</td><td>February 23, 2023</td></tr><tr><td>/s/ HERBERT SIMON</td><td>Chairman Emeritus and Director</td><td>February 23, 2023</td></tr><tr><td>Herbert Simon</td><td>Chairman Emeritus and Director</td><td>February 23, 2023</td></tr></table>



<table><tr><td>Signature</td><td>Capacity</td><td>Date</td></tr><tr><td>/s/ GARY M. RODKINGary M. Rodkin</td><td>Director</td><td>February 23, 2023</td></tr><tr><td>/s/ GLYN F. AEPPELGlyn F. Aeppel</td><td>Director</td><td>February 23, 2023</td></tr><tr><td>/s/ STEFAN M. SELIGStefan M. Selig</td><td>Director</td><td>February 23, 2023</td></tr><tr><td>/s/ MARTA R. STEWARTMarta R. Stewart</td><td>Director</td><td>February 23, 2023</td></tr><tr><td>/s/ PEGGY F. ROEPeggy F. Roe</td><td>Director</td><td>February 23, 2023</td></tr><tr><td>/s/ BRIAN J. MCDADEBrian J. McDade</td><td>Executive Vice President and Chief Financial Officer (Principal Financial Officer)</td><td>February 23, 2023</td></tr><tr><td>/s/ ADAM J. REUILLEAadam J. Reuille</td><td>Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)</td><td>February 23, 2023</td></tr></table>



Simon Property Group, Inc.
Simon Property Group L.P.
Real Estate and Accumulated Depreciation

<table><tr><td rowspan="2">Name</td><td rowspan="2">Location</td><td colspan="3">Socially Oriented Subscriptions (1)</td><td colspan="3">Gross Amounts At Which All Credits of Period</td><td rowspan="2">As of Construction or Acquisition (2)</td></tr><tr><td>Initial Cost (1)</td><td>Land</td><td>Buildings</td><td>Land</td><td>Land</td><td>Buildings and Accumulated Depreciation (1)</td></tr><tr><td>Alien Petroleum Units - Arizona Permian Premium</td><td>—</td><td>20,932</td><td>—</td><td>—</td><td>20,932</td><td>—</td><td>20,932</td><td>—</td></tr><tr><td>Arizona Permian Premium</td><td>—</td><td>2,370</td><td>24,326</td><td>—</td><td>3,463</td><td>2,370</td><td>3,463</td><td>—</td></tr><tr><td>Birch Run (Petrol); MI</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>2004 (4)</td></tr><tr><td>Continentals (Los Angeles) CA</td><td>123,000</td><td>11,477</td><td>7,856</td><td>—</td><td>8,785</td><td>11,477</td><td>—</td><td>2004 (4)</td></tr><tr><td>Carlisle (San Diego) CA</td><td>—</td><td>16,599</td><td>224,741</td><td>395</td><td>16,596</td><td>16,596</td><td>98,118</td><td>42,560</td></tr><tr><td>Smithfield (Fayette) NC</td><td>—</td><td>12,890</td><td>149,390</td><td>96</td><td>17,086</td><td>12,960</td><td>31,176</td><td>165,120</td></tr><tr><td>Arizona (Cincinnati) IL</td><td>—</td><td>3,175</td><td>59,863</td><td>5,311</td><td>8,149</td><td>8,468</td><td>196,702</td><td>209,062</td></tr><tr><td>Continentals (Central) OH</td><td>—</td><td>659</td><td>18,058</td><td>13,050</td><td>97,303</td><td>13,710</td><td>26,108</td><td>48,891</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>41,417</td><td>1,520</td><td>—</td><td>3,843</td><td>14,117</td><td>75,363</td><td>89,490</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>2,060</td><td>107,556</td><td>1,532</td><td>6,870</td><td>3,520</td><td>114,256</td><td>118,118</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>10,779</td><td>45,335</td><td>10</td><td>73,942</td><td>10,789</td><td>119,277</td><td>130,006</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>3,440</td><td>338,679</td><td>—</td><td>115,793</td><td>3,440</td><td>454,742</td><td>457,912</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>15,807</td><td>182,412</td><td>—</td><td>8,578</td><td>15,607</td><td>56,990</td><td>125,341</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>178,000</td><td>—</td><td>152,422</td><td>—</td><td>6,477</td><td>9,600</td><td>26,166</td><td>65,878</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>—</td><td>9,630</td><td>194,122</td><td>—</td><td>17,044</td><td>9,630</td><td>31,166</td><td>15,388</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>85,064</td><td>—</td><td>—</td><td>—</td><td>153</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>—</td><td>49,497</td><td>194,245</td><td>—</td><td>1,332</td><td>49,497</td><td>195,577</td><td>205,074</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>140,000</td><td>6,421</td><td>121,880</td><td>—</td><td>9,932</td><td>6,421</td><td>131,812</td><td>138,233</td></tr><tr><td>Continentals (Cincinnati) CA</td><td>50,000</td><td>—</td><td>27,949</td><td>—</td><td>8,215</td><td>—</td><td>36,164</td><td>36,164</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>26,627</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>70,400</td><td>3,560</td><td>85,833</td><td>—</td><td>1,690</td><td>3,560</td><td>87,573</td><td>91,133</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>8,695</td><td>69,350</td><td>—</td><td>42,986</td><td>8,695</td><td>112,336</td><td>121,031</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>2,857</td><td>47,309</td><td>—</td><td>20,840</td><td>2,857</td><td>68,149</td><td>71,006</td></tr><tr><td>Continentals (Cincinnati) OH</td><td>—</td><td>6,413</td><td>104,013</td><td>3</td><td>8,133</td><td>6,416</td><td>112,446</td><td>118,562</td></tr></table>



# Simon Property Group, Inc.
Simon Property Group, L.P.
Notes to Schedule III as of December 31, 2022
(Dollars in thousands)

## (1) Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2022, 2021, and 2020 are as follows:

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Balance, beginning of year.</td><td>$ 37,497,216</td><td>$ 37,608,638</td><td>$ 37,356,739</td></tr><tr><td>Acquisitions and consolidations (7)</td><td>122,074</td><td>121,250</td><td>—</td></tr><tr><td>Improvements</td><td>688,173</td><td>569,483</td><td>401,202</td></tr><tr><td>Disposals and deconsolidations</td><td>(308,030)</td><td>(655,482)</td><td>(320,328)</td></tr><tr><td>Currency Translation Adjustment</td><td>(119,655)</td><td>(146,673)</td><td>171,025</td></tr><tr><td>Balance, close of year</td><td>$ 37,879,778</td><td>$ 37,497,216</td><td>$ 37,608,638</td></tr></table>

The unaudited aggregate cost of domestic consolidated real estate assets for U.S. federal income tax purposes as of December 31, 2022 was $20,977,712.

## (2) Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation for the years ended December 31, 2022, 2021, and 2020 are as follows:

<table><tr><td></td><td>2022</td><td>2021</td><td>2020</td></tr><tr><td>Balance, beginning of year</td><td>$ 15,304,461</td><td>$ 14,592,867</td><td>$ 13,622,433</td></tr><tr><td>Depreciation expense (7)</td><td>1,075,391</td><td>1,083,705</td><td>1,226,611</td></tr><tr><td>Disposals and deconsolidations</td><td>(180,091)</td><td>(403,582)</td><td>(236,123)</td></tr><tr><td>Currency Translation Adjustment</td><td>24,289</td><td>31,471</td><td>(20,054)</td></tr><tr><td>Balance, close of year</td><td>$ 16,224,050</td><td>$ 15,304,461</td><td>$ 14,592,867</td></tr></table>

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.



## Exhibit 21.1

## List of Subsidiaries of Simon Property Group, Inc.

<table><tr><td>Subsidiary</td><td>Jurisdiction</td></tr><tr><td>Simon Property Group, L.P.</td><td>Delaware</td></tr><tr><td>The Retail Property Trust</td><td>Massachusetts</td></tr><tr><td>Simon Property Group (Illinois), L.P.</td><td>Illinois</td></tr><tr><td>Simon Property Group (Texas), L.P.</td><td>Texas</td></tr><tr><td>M.S. Management Associates, Inc.</td><td>Delaware</td></tr><tr><td>Simon Property Group Administrative Services Partnership, L.P.</td><td>Delaware</td></tr><tr><td>Kravco Simon Investments, L.P.</td><td>Pennsylvania</td></tr><tr><td>Premium Outlet Partners, L.P.</td><td>Delaware</td></tr><tr><td>SPG Mayflower, LLC</td><td>Delaware</td></tr><tr><td>Silver Merger Sub 1, LLC</td><td>Delaware</td></tr><tr><td>Silver Merger Sub 2, LLC</td><td>Delaware</td></tr><tr><td>Simon Services, Inc.</td><td>Delaware</td></tr><tr><td>Simon Global Development B.V.</td><td>Netherlands</td></tr><tr><td>Simon MAC S.a.r.l.</td><td>Luxembourg</td></tr><tr><td>Simon International S.a.r.l.</td><td>Luxembourg</td></tr></table>

## List of Subsidiaries of Simon Property Group, L.P.

<table><tr><td>Subsidiary</td><td>Jurisdiction</td></tr><tr><td>The Retail Property Trust</td><td>Massachusetts</td></tr><tr><td>Simon Property Group (Illinois), L.P.</td><td>Illinois</td></tr><tr><td>Simon Property Group (Texas), L.P.</td><td>Texas</td></tr><tr><td>M.S. Management Associates, Inc.</td><td>Delaware</td></tr><tr><td>Simon Property Group Administrative Services Partnership, L.P.</td><td>Delaware</td></tr><tr><td>Kravco Simon Investments, L.P.</td><td>Pennsylvania</td></tr><tr><td>Premium Outlet Partners, L.P.</td><td>Delaware</td></tr><tr><td>SPG Mayflower, LLC</td><td>Delaware</td></tr><tr><td>Silver Merger Sub 1, LLC</td><td>Delaware</td></tr><tr><td>Silver Merger Sub 2, LLC</td><td>Delaware</td></tr><tr><td>Simon Services, Inc.</td><td>Delaware</td></tr><tr><td>Simon Global Development B.V.</td><td>Netherlands</td></tr><tr><td>Simon MAC S.a.r.l.</td><td>Luxembourg</td></tr><tr><td>Simon International S.a.r.l.</td><td>Luxembourg</td></tr></table>

Omits names of subsidiaries that as of December 31, 2022 were not, in the aggregate, “significant subsidiaries.”



## Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3 No. 333-253559) of Simon Property Group, Inc.,

(2) Registration Statement (Form S-4 No. 333-118247) of Simon Property Group, Inc.,

(3) Registration Statements (Form S-8 Nos. 333-64313, 333-101185 and 333-183213) pertaining to the Simon Property Group L.P. Amended and Restated 1998 Stock Incentive Plan,

(4) Registration Statement (Form S-8 No. 333-82471) pertaining to the Simon Property Group and Adopting Entities Matching Savings Plan,

(5) Registration Statement (Form S-8 No. 333-63919) pertaining to the Corporate Property Investors, Inc. and Corporate Realty Consultants, Inc. Employee Share Purchase Plan, and

(6) Registration Statement (Form S-8 No. 333-231285) pertaining to the Simon Property Group, L.P. 2019 Stock Incentive Plan;

of our reports dated February 23, 2023, with respect to the consolidated financial statements and schedule of Simon Property Group, Inc. and the effectiveness of internal control over financial reporting of Simon Property Group, Inc. included in this Annual Report (Form 10-K) of Simon Property Group, Inc. for the year ended December 31, 2022.

/s/ ERNST & YOUNG LLP

Indianapolis, Indiana

February 23, 2023



## Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-253559-01) of Simon Property Group, L.P. and in the related Prospectus of our reports dated February 23, 2023, with respect to the consolidated financial statements and schedule of Simon Property Group, L.P. and the effectiveness of internal control over financial reporting of Simon Property Group, L.P., included in this Annual Report (Form 10-K) of Simon Property Group, L.P. for the year ended December 31, 2022.

/s/ ERNST & YOUNG LLP

Indianapolis, Indiana

February 23, 2023



# 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

I, David Simon, certify that:

1. I have reviewed this Annual Report on Form 10-K of Simon Property Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023



## 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

I, Brian J. McDade, certify that:

1. I have reviewed this Annual Report on Form 10-K of Simon Property Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023



# CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Simon, certify that:

1. I have reviewed this annual report on Form 10-K of Simon Property Group, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ DAVID SIMON

David Simon

Chairman of the Board of Directors, Chief Executive

Officer and President of Simon Property Group, Inc.,

General Partner



# CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian J. McDade, certify that:

1. I have reviewed this annual report on Form 10-K of Simon Property Group, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ BRIAN J. MCDADE

Brian J. McDade

Executive Vice President and Chief Financial Officer of

Simon Property Group, Inc., General Partner



# CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Simon Property Group, Inc. on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Simon Property Group, Inc.

/s/ DAVID SIMON
David Simon
Chairman of the Board of Directors,
Chief Executive Officer and President

February 23, 2023

/s/ BRIAN J. MCDADE
Brian J. McDade
Executive Vice President and Chief Financial Officer
February 23, 2023



# CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Simon Property Group, L.P. (the "Company") on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/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 23, 2023

/s/ BRIAN J. MCDADE
Brian J. McDade
Executive Vice President and Chief Financial Officer
of Simon Property Group, Inc.,
General Partner
Date: February 23, 2023



## INVESTOR INFORMATION

Corporate Headquarters
Simon Property Group, Inc.
225 West Washington Street
Indianapolis, IN 46204
317-636-1600

Transfer Agent and Registrar
Computershare, our transfer agent,
maintains the records for our registered
shareholders and can assist you with a
variety of shareholder services including
address changes, certificate replacement/
transfer and dividends.

Shareholder correspondence:
Computershare
P.O. Box 43007
Providence RI 02940-3007

Overnight correspondence:
Computershare
150 Royall St. Suite 101
Canton, MA 02021

800-454-9768 or
201-680-6578 (Outside the U.S.)
www.computershare.com/investor

## Direct Stock Purchase/Dividend Reinvestment Program

Computershare administers a direct stock purchase and dividend reinvestment plan that allows interested investors to purchase Simon Property Group stock directly, rather than through a broker, and become a registered shareholder. The program offers many features including dividend reinvestment. For detailed information, contact Computershare at 800-454-9768 or www.computershare.com/investor.

## Website

Information such as financial results, corporate announcements, dividend news and corporate governance is available on Simon's website: investors.simon.com

Shareholder Inquiries
800-461-3439
IRcontact@simon.com

## Independent Registered Public Accounting Firm
Ernst & Young LLP
Indianapolis, IN

## Annual Report on Form 10-K

A copy of the Simon Property Group, Inc. Annual Report on Form 10-K filed with the United States Securities and Exchange Commission can be obtained free of charge by:
Contacting the Investor Relations Department at 800-461-3439 or IRcontact@simon.com; or

Accessing the Financials page of the website at investors.simon.com

## Annual Meeting

The Annual Meeting of Shareholders of Simon Property Group, Inc. will be held on Thursday, May 4, 2023 at 225 W. Washington St., Indianapolis, IN, at 8:30 a.m. local time.

## COMPANY SECURITIES

Simon Property Group, Inc. common stock and one issue of preferred stock are traded on the New York Stock Exchange (“NYSE”) under the following symbols:

<table><tr><td>Common Stock</td><td>SPG</td></tr><tr><td>8.375% Series J Cumulative Preferred</td><td>SPGPrJ</td></tr></table>

<table><tr><td>2021</td><td>High</td><td>Low</td><td>Close</td><td>Declared Dividends</td></tr><tr><td>First Quarter</td><td>$ 121.92</td><td>$ 82.06</td><td>$ 113.77</td><td>$ 1.30</td></tr><tr><td>Second Quarter</td><td>136.70</td><td>111.30</td><td>130.48</td><td>1.40</td></tr><tr><td>Third Quarter</td><td>137.38</td><td>114.72</td><td>129.97</td><td>1.50</td></tr><tr><td>Fourth Quarter</td><td>171.12</td><td>128.60</td><td>159.77</td><td>1.65</td></tr></table>

## TOTAL RETURN PERFORMANCE



<table><tr><td>YEAR ENDED DECEMBER 31.</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td></tr><tr><td>Simon Property Group, Inc.</td><td>$100.00</td><td>$102.54</td><td>$ 95.62</td><td>$ 58.71</td><td>$ 114.93</td><td>$ 89.74</td></tr><tr><td>FTSE NAREIT Equity REIT Index</td><td>$100.00</td><td>$ 95.38</td><td>$ 120.17</td><td>$ 110.56</td><td>$ 158.36</td><td>$ 119.78</td></tr><tr><td>S&amp;P 500 Index</td><td>$100.00</td><td>$ 95.62</td><td>$ 125.72</td><td>$ 148.85</td><td>$ 191.58</td><td>$ 156.88</td></tr><tr><td>FTSE NAREIT Equity Retail Index</td><td>$100.00</td><td>$ 95.04</td><td>$ 105.16</td><td>$ 78.68</td><td>$ 119.52</td><td>$ 103.63</td></tr></table>

The quarterly price range on the NYSE for the common stock and the dividends declared per share for each quarter in the last two fiscal years are shown below.

<table><tr><td>2022</td><td>High</td><td>Low</td><td>Close</td><td>Declared Dividends</td></tr><tr><td>First Quarter</td><td>$ 165.83</td><td>$ 126.76</td><td>$ 131.56</td><td>$ 1.65</td></tr><tr><td>Second Quarter</td><td>135.63</td><td>93.20</td><td>94.92</td><td>1.70</td></tr><tr><td>Third Quarter</td><td>115.99</td><td>86.02</td><td>89.75</td><td>1.75</td></tr><tr><td>Fourth Quarter</td><td>121.98</td><td>89.11</td><td>117.48</td><td>1.80</td></tr></table>

The line graph shown compares the percentage change in the cumulative total shareholder return on our common stock compared to the cumulative total return of the S&P 500 Index, the FTSE NAREIT Equity REIT Index (FN REIT Index) and the FTSE NAREIT Equity Retail Index (FN Retail Index) for the period December 31, 2017 through December 31, 2022. In 2022, we determined that the FN Retail Index is more correlative to the Company's common stock than the FN REIT Index. The component companies in the FN Retail Index more closely resemble our business, and we believe the FN Retail Index provides a more relevant comparison. The graph assumes an investment of $100 on December 31, 2017, a reinvestment of dividends and actual increase in the market value of the common stock relative to an initial investment of $100. The comparisons in this table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance.



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