The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report.

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

We own, develop and manage premier shopping, dining, entertainment and mixed-use
destinations, which consist primarily of malls, Premium Outlets®, and The
Mills®. As of March 31, 2022, we owned or held an interest in 199
income-producing properties in the United States, which consisted of 95 malls,
69 Premium Outlets, 14 Mills, six lifestyle centers, and 15 other retail
properties in 37 states and Puerto Rico. We also own an 80% noncontrolling
interest in the Taubman Realty Group, LLC, or TRG, which has an interest in 24
regional, super-regional, and outlet malls in the U.S. and Asia. In addition, we
have redevelopment and expansion projects, including the addition of anchors,
big box tenants, and restaurants, underway at properties in the North America,
Europe and Asia. Internationally, as of March 31, 2022, we had ownership in 33
Premium Outlets and Designer Outlet properties primarily located in Asia,
Europe, and Canada. As of March 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 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.


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



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

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

? provide the capital necessary to fund growth,

? maintain sufficient flexibility to access capital in many forms, both public

and private, and

? manage our overall financial structure in a fashion that preserves our

investment grade credit ratings.




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

COVID-19


On March 11, 2020, the World Health Organization declared the novel strain of
coronavirus, or COVID-19, a global pandemic and recommended containment and
mitigation measures worldwide. The COVID-19 pandemic has had a material negative
impact on economic and market conditions around the world, and, notwithstanding
the fact that vaccines are being administered in the United States and
elsewhere, the pandemic continues to adversely impact economic activity in
retail real estate. The impact of the COVID-19 pandemic continues to evolve and
governments and other authorities, including where we own or hold interests in
properties, have 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.

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.

Results Overview



Diluted earnings per share and diluted earnings per unit decreased $0.06 during
the first three months of 2022 to $1.30 from $1.36 for the same period last
year. The decrease in diluted earnings per share and diluted earnings per unit
was primarily attributable to:

a 2021 gain on acquisitions and disposals of $93.1 million, or $0.25 per

? diluted share/unit, related to the disposition of our interest in one property

of $89.3 million, or $0.24 per diluted share/unit, and a non-cash gain on the

consolidation of one property of $3.7 million, or $0.01 per diluted share/unit,

? unrealized losses in fair value of equity instruments of $31.0 million, or

$0.08 per diluted share/unit,

decreased other income of $9.1 million, or $0.03 per diluted share/unit,

? primarily due to a decrease in lease settlement income of $19.1 million, or

$0.06 per diluted share/unit, partially offset by

? improved operations and core fundamentals, as discussed below,

increased income from unconsolidated entities of $66.1 million, or $0.20 per

? diluted share/unit, the majority of which is due to favorable year-over-year

operations from our domestic and international portfolios, including TRG,

decreased interest expense in 2022 of $16.9 million, or $0.05 per diluted

? share/unit, primarily due to the early extinguishment of nine secured loans in

the fourth quarter of 2021 and the disposition of three retail properties in

2021.




Portfolio NOI increased 8.8% for the three month period in 2022 over the prior
year period primarily as a result of improved operations in our domestic and
international portfolios compared to the prior year. Average base minimum rent
for U.S. Malls and

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Premium Outlets decreased 3.4% to $54.14 psf as of March 31, 2022, from $56.07
psf as of March 31, 2021.  Ending occupancy for our U.S. Malls and Premium
Outlets increased 2.5% to 93.3% as of March 31, 2022, from 90.8% as of March 31,
2021.

Our effective overall borrowing rate at March 31, 2022 on our consolidated
indebtedness decreased 11 basis points to 2.93% as compared to 3.04% at March
31, 2021. This decrease was primarily due to a decrease in the effective overall
borrowing rate on variable rate debt of 66 basis points (1.37% at March 31, 2022
as compared to 2.03% at March 31, 2021). The weighted average years to maturity
of our consolidated indebtedness was 8.0 years and 7.8 years at March 31, 2022
and December 31, 2021, respectively.

Our financing activity for the three months ended March 31, 2022 included:

decreasing our borrowings under the Operating Partnership's global unsecured

? commercial paper note program, or the Commercial Paper program, by $260.3

million,

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 $3.5 billion unsecured revolving

credit facility, or 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 purposes, we separate the information related to The Mills from our
other U.S. operations. We also do not include any information for properties
located outside the United States or properties included within the TRG
portfolio.

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.




                                                        March 31,       March 31,      %/Basis Points
                                                           2022            2021          Change (1)
U.S. Malls and Premium Outlets:
Ending Occupancy
Consolidated                                                  93.3%           90.9%       240 bps
Unconsolidated                                                93.3%           90.5%       280 bps
Total Portfolio                                               93.3%           90.8%       250 bps
Average Base Minimum Rent per Square Foot
Consolidated                                           $      52.82    $      54.25        -2.6%
Unconsolidated                                         $      57.77    $      61.26        -5.7%
Total Portfolio                                        $      54.14    $      56.07        -3.4%
The Mills:
Ending Occupancy                                              97.0%           95.8%       120 bps

Average Base Minimum Rent per Square Foot              $      34.18    $   

33.60 1.7%

(1) Percentages may not recalculate due to rounding. Percentage and basis point

changes are representative of the change from the comparable prior period.




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

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Current Leasing Activities

During the three months ended March 31, 2022, we signed 270 new leases and 315
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 1.8 million square feet, of which 1.3 million square feet related
to consolidated properties. During the comparable period in 2021, we signed 151
new leases and 406 renewal leases with a fixed minimum rent, comprising
approximately 2.2 million square feet, of which 1.8 million square feet related
to consolidated properties. The average annual initial base minimum rent for new
leases was $57.67 per square foot in 2022 and $67.66 per square foot in 2021
with an average tenant allowance on new leases of $56.16 per square foot and
$70.03 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.

                                                       March 31,       

March 31, %/Basis Points


                                                          2022            2021            Change
Ending Occupancy                                              99.5 %          99.5 %          +0 bps
Average Base Minimum Rent per Square Foot             ¥      5,524    ¥      5,479              0.82 %


Results of Operations

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

? During 2021, we disposed of three retail properties.

? During the first quarter of 2021, we consolidated one Designer Outlet property

in Europe that had previously been accounted for under the equity method.

The following acquisitions and openings of equity method investments and properties affected our income from unconsolidated entities in the comparative periods:

? During the fourth quarter of 2021, we disposed of our noncontrolling interest

in one retail property.

On December 20, 2021, we sold a portion of our interest in ABG for cash

? consideration of $65.5 million and purchased additional interests in ABG for

cash consideration of $100.0 million. Our noncontrolling interest in ABG is

approximately 10.4%.

? On October 15, 2021, we opened Jeju Premium Outlet, a 92,000 square foot center

in Jeju Province, South Korea. We own 50% interest in this center.

On July 1, 2021, we contributed to ABG all of our interests in the intellectual

? property licensing ventures of Forever 21 and Brooks Brothers for additional

interests in ABG.

On June 1, 2021, we and our partner, ABG, acquired the intellectual property

? licensing rights of Eddie Bauer. Our non-controlling interest in the licensing

venture is 49% and was acquired for cash consideration of $100.8 million.

? On April 12, 2021, we opened West Midlands Designer Outlet, a 197,000 square

foot center in Cannock, United Kingdom. We own 23.2% interest in this center.

In the first quarter of 2021, we and our partner, ABG, both acquired additional

? 12.5% interests in the licensing and operations of Forever 21 for $56.3 million

bringing our interest to 50%. Subsequently the Forever 21 operations were

merged into SPARC Group.


For the purposes of the following comparison between the three months ended
March 31, 2022 and 2021, 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 or held interests in and operated in
both of the periods under comparison.

Three months ended March 31, 2022 vs. Three months ended March 31, 2021



Lease income increased $62.8 million, of which the property transactions
accounted for an $8.5 million decrease.  Comparable lease income increased
$71.3
million, or 6.3%.  Total lease income increased primarily due to an increase in
variable

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lease income of $40.7 million primarily related to higher consideration based on
tenant sales, and an increase in fixed lease income of $22.1 million primarily
due to a reduction in bad debt reserves, and higher occupancy.

Total other income decreased $9.1 million, primarily due to a decrease in lease
settlement income of $19.1 million, partially offset by a $5.7 million increase
related to Simon Brand Ventures and gift card revenues, and a $4.3 million net
increase in dividend income and other income.

Property operating expenses increased $17.0 million primarily due to the return to a more normalized operating environment.

Home and regional office costs increased $16.2 million due to lower personnel and compensation costs in 2021 as a result of the continued impacts of Covid.

Other expense increased $18.9 million primarily due to the write-off of development costs related to an international development project in Germany we are no longer intending to pursue, as well as increased legal fees.

Interest expense decreased $16.9 million primarily related to the early extinguishment of nine secured loans and disposition of three retail properties in 2021.

During 2021, we recorded a loss on extinguishment of debt of $3.0 million as a result of the early redemption of unsecured notes.



Income from unconsolidated entities increased $66.1 million primarily due to
favorable results of operations year over year across the platforms, our other
platform investments, as well as our international investments.

During 2022, we recorded a $1.5 million gain related to excess insurance proceeds. During 2021, we recorded a gain of $93.1 million related to the disposition of one consolidated property and the impact from the consolidation of one property that was previously unconsolidated.

Simon's net income attributable to noncontrolling interests decreased $2.9 million due to a decrease in the net income of the Operating Partnership.

Liquidity and Capital Resources



Because we own long-lived income-producing assets, our financing strategy relies
primarily on long-term fixed rate debt. Floating rate debt comprised 5.6% of our
total consolidated debt at March 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 $1.0 billion
in the aggregate during the three months ended March 31, 2022. As of March 31,
2022, the Operating Partnership has a $4.0 billion unsecured revolving credit
facility, or Credit Facility, and a Supplemental Facility, and together with the
Credit Facility, the Credit Facilities. The Credit Facilities and the Commercial
Paper program provide alternative sources of liquidity as our cash needs vary
from time to time. Borrowing capacity under these sources may be increased as
discussed further below.

Our balance of cash and cash equivalents decreased $19.0 million during the first three months of 2022 to $514.9 million as of March 31, 2022 as a result of the operating and financing activity, as further discussed in "Cash Flows" below.



On March 31, 2022, we had an aggregate available borrowing capacity of
approximately $7.1 billion under the Credit Facilities, net of outstanding
borrowings of $125.0 million and amounts outstanding under the Commercial Paper
program of $239.7 million and letters of credit of $10.1 million. For the three
months ended March 31, 2022, the maximum aggregate outstanding balance under the
Credit Facilities was $1.2 billion and the weighted average outstanding balance
was $265.0 million. The weighted average interest rate was 0.9% for the three
months ended March 31, 2022.

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

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

and
capital needs through 2022.

Cash Flows

Our net cash flow from operating activities and distributions of capital from
unconsolidated entities for the three months ended March 31, 2022 totaled $1.0
billion. In addition, we had net repayments from our debt financing and
repayment activities of

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$89.1 million in 2022. These activities are further discussed below under "Financing and Debt." During the first three months of 2022, we also:

? paid stockholder dividends and unitholder distributions totaling approximately

$621.5 million and preferred unit distributions totaling $1.3 million,

funded consolidated capital expenditures of $154.6 million (including

? development and other costs of $24.7 million, redevelopment and expansion costs

of $102.4 million, and tenant costs and other operational capital expenditures

of $27.5 million), and

? funded investments in unconsolidated entities of $124.4 million.




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

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

? borrowings on the Credit Facilities and Commercial Paper program,

? additional secured or unsecured debt financing, or

? additional equity raised in the public or private markets.




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

Financing and Debt

Unsecured Debt


At March 31, 2022, our unsecured debt consisted of $19.5 billion of senior
unsecured notes of the Operating Partnership, $125.0 million outstanding under
the Credit Facility, and $239.7 million outstanding under the Commercial Paper
program.

At March 31, 2022, we had an aggregate available borrowing capacity of $7.1
billion under the Credit Facility and the Supplemental Facility. The maximum
aggregate outstanding balance under the Credit Facilities, during the three
months ended March 31, 2022 was $1.2 billion and the weighted average
outstanding balance was $265.0 million. Letters of credit of $10.1 million were
outstanding under the Credit Facilities as of March 31, 2022.

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

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

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 are sold under customary terms in the U.S. and Euro
commercial paper note markets and rank (either by themselves or as a result of
the guarantee described above) pari passu with the Operating Partnership's other
unsecured senior indebtedness. The Commercial Paper program is supported by the
Credit Facilities and if necessary or appropriate, we may make one or more draws
under either of the Credit Facilities to pay amounts outstanding from time to
time on the Commercial Paper program. On March 31, 2022, we had $239.7 million
outstanding under the Commercial Paper program, fully comprised of U.S.
dollar-denominated notes with a weighted average interest rate of 0.30%. These
borrowings have a weighted average maturity date of April 6, 2022 and reduce
amounts otherwise available under the Credit Facilities.

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

Mortgage Debt

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



Covenants

Our unsecured debt agreements contain financial covenants and other
non-financial covenants. The Facilities contain ongoing covenants relating to
total and secured leverage to capitalization value, minimum earnings before
interest, taxes, depreciation, and amortization, or EBITDA, and unencumbered
EBITDA coverage requirements.  Payment under the Facilities can be accelerated
if the Operating Partnership or Simon is subject to bankruptcy proceedings or
upon the occurrence of certain other events. If we were to fail to comply with
these covenants, after the expiration of the applicable cure periods, the debt
maturity could be accelerated or other remedies could be sought by the lender,
including adjustments to the applicable interest rate. As of March 31, 2022, we
were in compliance with all covenants of our unsecured debt.

At March 31, 2022, our consolidated subsidiaries were the borrowers under 36
non-recourse mortgage notes secured by mortgages on 39 properties and other
assets, including two separate pools of cross-defaulted and cross-collateralized
mortgages encumbering a total of five properties. Under these cross-default
provisions, a default under any mortgage included in the cross-defaulted pool
may constitute a default under all mortgages within that pool and may lead to
acceleration of the indebtedness due on each property within the pool. Certain
of our secured debt instruments contain financial and other non-financial
covenants which are specific to the properties that serve as collateral for that
debt. If the applicable borrower under these non-recourse mortgage notes were to
fail to comply with these covenants, the lender could accelerate the debt and
enforce its rights against their collateral. At March 31, 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.

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Summary of Financing

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



                                                              Effective                                   Effective
                                      Adjusted Balance         Weighted             Adjusted               Weighted
                                           as of               Average            Balance as of            Average
Debt Subject to                        March 31, 2022      Interest Rate(1)     December 31, 2021      Interest Rate(1)
Fixed Rate                           $       23,728,136               3.02%    $         23,364,566         2.99%
Variable Rate                                 1,441,701               1.41%               1,956,456         1.22%
                                     $       25,169,837               2.93%    $         25,321,022         2.86%

(1) Effective weighted average interest rate excludes the impact of net discounts


    and debt issuance costs.


Contractual Obligations

There have been no material changes to our outstanding capital expenditure and
lease commitments previously disclosed in the combined 2021 Annual Report on
Form 10-K of Simon and the Operating Partnership.

In regards to long-term debt arrangements, the following table summarizes the
material aspects of these future obligations on our consolidated indebtedness as
of March 31, 2022, for the remainder of 2022 and subsequent years thereafter
(dollars in thousands), assuming the obligations remain outstanding through
initial maturities, including applicable exercise of available extension
options:

                              2022         2023-2024      2025-2026      After 2026        Total
Long Term Debt (1) (2)     $ 1,459,510    $ 4,566,838    $ 6,582,643    $

12,657,949    $ 25,266,940
Interest Payments (3)          573,790      1,402,983      1,041,249       3,875,651       6,893,673

(1) Represents principal maturities only and, therefore, excludes net discounts

and debt issuance costs.

(2) The amount due in 2022 includes $239.7 million outstanding under the

Commercial Paper program.

(3) Variable rate interest payments are estimated based on the applicable LIBOR

or SOFR rate at March 31, 2022.

Off-Balance Sheet Arrangements


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 condensed notes to our consolidated financial statements. Our
joint ventures typically fund their cash needs through secured 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 March 31, 2022, the Operating Partnership guaranteed joint
venture-related mortgage indebtedness of $155.5 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 typically required contractually or otherwise.

Hurricane Impacts

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 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

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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.

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
stockholders' 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.

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

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

Joint Venture Formation and Other Investment Activity

During the first quarter of 2022, SPARC Group acquired certain assets and operations at 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.



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

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

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.

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, restaurants, as well as
office space and residential uses are underway at 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 $768 million.  Simon's share of remaining
net cash funding required to complete the new development and redevelopment
projects currently under construction is approximately $296 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.

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

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that act as a natural hedge against fluctuations in exchange rates. Our
consolidated net income exposure to changes in the volatility of the Euro, Yen,
Peso, Won, and other foreign currencies is not material. We expect our share of
estimated committed capital for international development projects to be
completed with projected delivery in 2022 or 2023 is $156 million, primarily
funded through reinvested joint venture cash flow and construction loans.

The following table describes these new development projects as well as our share of the estimated total cost as of March 31, 2022 (in millions):



                                                                  Gross         Our            Our Share of           Our Share of        

Projected/Actual


                                                                Leasable    

Ownership Projected Net Cost Projected Net Cost Opening Property

                                   Location            Area (sqft)   Percentage    (in Local Currency)        (in USD) (1)              Date
New Development Projects:
Fukaya-Hanazono Premium Outlets    Fukaya City, Japan              292,500          40%    JPY            6,153    $              50.5      Oct. - 2022
Paris-Giverny Designer Outlet      Vernon (Normandy), France       220,000          74%    EUR            119.5    $             132.9      Jan. - 2023


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

Dividends, Distributions and Stock Repurchase Program


Simon paid a common stock dividend of $1.65 per share in the first quarter of
2022.  Simon paid a common stock dividend of $1.30 per share in the first
quarter of 2021.  The Operating Partnership paid distributions per unit for the
same amounts.  On May 9, 2022, Simon's Board of Directors declared a quarterly
cash dividend for the second quarter of 2022 of $1.70 per share, payable on June
30, 2022 to shareholders of record on June 9, 2022.  The distribution rate on
units is equal to the dividend rate on common stock.  In order to maintain its
status as a REIT, Simon must pay a minimum amount of dividends. Simon's future
dividends and the Operating Partnership's future distributions will be
determined by Simon's Board of Directors, in its sole discretion, based on
actual and projected financial condition, liquidity and results of operations,
cash available for dividends and limited partner distributions, cash reserves as
deemed necessary for capital and operating expenditures, financing covenants, if
any, and the amount required to maintain Simon's status as a REIT.

On 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.

Forward-Looking Statements

Certain statements made in this section or elsewhere in this Quarterly Report on
Form 10-Q may be deemed "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Although we believe the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, we can give no assurance that its expectations will be attained,
and it is possible that our actual results may differ materially from those
indicated by these forward-looking statements due to a variety of risks,
uncertainties and other factors. Such factors include, but are not limited to:
uncertainties regarding the impact of the COVID-19 pandemic and governmental
restrictions intended to prevent its spread on our business, financial
condition, results of operations, cash flow and liquidity and our ability to
access the capital markets, satisfy our debt service obligations and make
distributions to our stockholders; changes in economic and market conditions
that may adversely affect the general retail environment; the potential loss of
anchor stores or major tenants; the inability to collect rent due to the
bankruptcy or insolvency of tenants or otherwise; the intensely competitive
market environment in the retail industry, including e-commerce;  an increase in
vacant space at our properties; the inability to lease newly developed
properties and renew leases and relet space at existing properties on favorable
terms; our international activities subjecting us to risks that are different
from or greater than those associated with our domestic operations, including
changes in foreign exchange rates; risks associated with the acquisition,
development, redevelopment, expansion, leasing and management of properties;
general risks related to real estate investments, including the illiquidity of
real estate investments; the impact of our substantial indebtedness on our
future operations, including covenants in the governing agreements that impose
restrictions on us that may affect our ability to operate freely; any disruption
in the financial markets that may adversely affect our ability to access capital
for growth and satisfy our ongoing debt service requirements; any change in our
credit rating; changes in market rates of interest; the transition of LIBOR to
an alternative reference rate; our continued ability to maintain our status as a
REIT; changes in tax laws or regulations that result in adverse tax
consequences; risks relating to our joint venture properties, including
guarantees of certain joint venture indebtedness; environmental liabilities; the
conflict in Ukraine; natural disasters; the availability of comprehensive
insurance coverage; the potential for terrorist activities; security breaches
that could compromise our information technology or infrastructure; and the loss
of key management personnel.  We discussed these and other risks and
uncertainties under the heading "Risk Factors" in the combined 2021 Annual
Report on Form 10-K of Simon and the Operating Partnership and in this report.
We may update that

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discussion in subsequent other periodic reports, but except as required by law,
we undertake no duty or obligation to update or revise these forward-looking
statements, whether as a result of new information, future developments, or
otherwise.

Non-GAAP Financial Measures



Industry practice is to evaluate real estate properties in part based on
performance measures such as FFO, diluted FFO per share, NOI, portfolio NOI and
beneficial interest of combined 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.  Gain 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 acquisition of controlling interest, 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.




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

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