2022 SIMON® Annual Report

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.

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