UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2023
Commission file number: 001-14469
| A. Full title of the plan: |
SIMON PROPERTY GROUP |
| |
AND ADOPTING ENTITIES |
| |
MATCHING SAVINGS PLAN |
B. Name of issuer of the securities
held pursuant to the plan and the address of its principal executive office:
| |
SIMON PROPERTY GROUP, INC. |
| |
P.O. BOX 7033 |
| |
INDIANAPOLIS, IN 46207-7033 |
REQUIRED INFORMATION
Item 4.
The Plan’s financial statements and schedules have been prepared in accordance with the financial reporting requirements of the
Employee Retirement Income Security Act of 1974 (“ERISA”). To the extent required by ERISA, the plan financial statements
have been examined by independent accountants, except that the “limited scope exemption” contained in Section 103(a) (3) (C) was
not available. Such financial statements and schedules are included in this Report in lieu of the information required by Items
1-3 of Form 11-K.
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Simon Property Group and Adopting Entities
Matching Savings Plan
December 31, 2023 and 2022, and for the
Year Ended December 31, 2023
With Report of Independent Registered Public Accounting Firm
Simon Property Group and Adopting Entities Matching
Savings Plan
Audited Financial Statements and Supplemental Schedule
December 31, 2023 and 2022, and for the Year
Ended December 31, 2023
Contents
Report of Independent Registered Public Accounting
Firm
To the Plan Participants and the Plan Administrator
of Simon Property Group and Adopting Entities Matching Savings Plan
Opinion on the Financial Statements
We
have audited the accompanying statements of net assets available for benefits of Simon Property Group and Adopting Entities Matching
Savings Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 2023 and 2022, and the changes in its net assets available for benefits for the year ended December 31,
2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Plan 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. The Plan is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion.
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.
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year)
as of December 31, 2023 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed
in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility
of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements
or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the
information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information,
including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material
respects, in relation to the financial statements as a whole.
| |
/s/ Ernst & Young LLP |
| |
|
| We have served as the Plan’s auditor since 2002. |
|
| |
|
| Indianapolis, Indiana |
|
| |
|
| June 13, 2024 |
|
Simon Property Group and Adopting Entities Matching
Savings Plan
Statements of Net Assets Available for Benefits
| | |
December 31 | |
| | |
2023 | |
2022 | |
| Assets | |
| | |
| | |
| Investments at fair value: | |
| | |
| | |
| Common/collective trust funds | |
$ | 508,533,809 | |
$ | 446,680,481 | |
| Common stock | |
| 29,607,450 | |
| 24,711,059 | |
| Total investments | |
| 538,141,259 | |
| 471,391,540 | |
| | |
| | |
| | |
| Receivables: | |
| | |
| | |
| Notes receivable from participants | |
| 4,718,907 | |
| 4,631,704 | |
| Other | |
| 48,855 | |
| - | |
| Total assets available for benefits | |
$ | 542,909,021 | |
$ | 476,023,244 | |
See accompanying notes.
Simon Property Group and Adopting Entities Matching
Savings Plan
Statement of Changes in Net Assets Available for
Benefits
For the Year Ended December 31, 2023
| Additions | |
| | |
| Contributions: | |
| | |
| Participant | |
$ | 21,869,300 | |
| Rollover | |
| 1,725,070 | |
| Employer | |
| 12,161,041 | |
| Interest and dividends | |
| 1,816,576 | |
| Net appreciation in fair value of investments | |
| 79,736,291 | |
| Total additions | |
| 117,308,278 | |
| | |
| | |
| Deductions | |
| | |
| Benefits paid | |
| 48,468,525 | |
| Transfers out | |
| 1,311,262 | |
| Administrative expenses | |
| 642,714 | |
| Total deductions | |
| 50,422,501 | |
| | |
| | |
| Net increase | |
| 66,885,777 | |
| | |
| | |
| Net assets available for benefits: | |
| | |
| Beginning of year | |
| 476,023,244 | |
| End of year | |
$ | 542,909,021 | |
See accompanying notes.
Simon Property Group and Adopting Entities Matching
Savings Plan
Notes to Financial Statements
December 31, 2023
1. Description of the Plan
The following description of the Simon Property
Group and Adopting Entities Matching Savings Plan (the Plan) provides general information about the Plan’s provisions. Simon Property
Group, L.P. and affiliated companies (the Employer or the Company) is the plan sponsor. Participants should refer to the plan document
for a more complete description of the Plan’s provisions, copies of which may be obtained from the plan sponsor. Simon Property
Group, Inc. (SPG), a publicly traded real estate investment trust (REIT), owned a controlling 87.0% and 87.4% of Simon Property Group,
L.P. at December 31, 2023 and 2022, respectively.
General
The Plan is a defined contribution plan covering
substantially all full-time employees of the Company who have at least 60 days of service and are age 21 or older.
The 401(K) Plan Administrative Committee is
responsible for the general administration of the Plan. Fidelity Management Trust Company is the trustee and record-keeper of the
Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Employee Contributions
For purposes of making contributions to the Plan,
employees become eligible on the first day of the month coincident with or following completion of 60 days of active employment and upon
reaching age 21. Each year, participants may contribute from 1% to 50% of their before-tax compensation, as defined in the Plan. If automatically
enrolled, a participant’s deferral is set at 3% of his or her eligible compensation and will increase 1% annually, with a maximum
automatic contribution of 10% of eligible compensation, unless changed by the participant. Contributions are subject to maximum limitations,
as defined in the Internal Revenue Code (the Code).
Employer Contributions
For the purpose of receiving the employer match
and any discretionary employer contribution, an employee becomes eligible on the first day of the month coincident with or following completion
of one year of eligible service (at least 1,000 hours of employment) and upon reaching age 21. The Employer currently matches 100% of
eligible participants’ first 3% elected salary deductions and 50% of the participants’ next 2% elected salary deductions.
In addition, the employer may make discretionary profit-sharing contributions, net of forfeitures, which totaled $2,572,034 and $2,392,722
during 2023 and 2022, respectively. The discretionary contributions applied to all eligible employees, as defined. As of December 31,
2023 and 2022, unallocated participant forfeitures totaled $86,954 and $90,171, respectively, and are used to reduce future employer contributions.
Forfeitures used to reduce employer contributions during 2023 were $123,272.
Participant Accounts
Each participant’s account is credited for
participant contributions and allocations of the Employer’s contributions and the Plan’s earnings. Investment earnings are
allocated proportionately among all participants’ accounts in an amount that bears the same ratio of their account balances to the
total fund balance. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested accounts.
Participant Loans
All employees that participate in the Plan can
borrow from their accounts in accordance with the provisions of the Plan. The participant pays interest on the loan based on market interest
rates at the date of the loan. This interest is credited to the participant’s account balance. Both the maximum amounts available
and repayment terms for such borrowings are restricted under provisions of the Plan.
Vesting
Participants’ contributions and related
investment earnings become vested at the time they are credited to the participants’ accounts. In addition, employees vest immediately
in employer-matching contributions.
Discretionary profit-sharing contributions vest
according to the following schedule:
| Years of Vesting Service | |
Percentage Vested and Non-forfeitable | |
| | |
| |
| Less than 2 | |
— | % |
| | |
| |
| 2 | |
20 | |
| | |
| |
| 3 | |
40 | |
| | |
| |
| 4 | |
60 | |
| | |
| |
| 5 | |
80 | |
| | |
| |
| 6 or more | |
100 | |
Payment of Benefits
Upon separation from service with the Company
due to death, disability, retirement or termination, a participant, or their beneficiary whose vested account balance exceeds $5,000 may
elect to receive either a lump sum or may elect installment payments. A participant whose vested account balance is $5,000 or less and
has not commenced receiving installment payments will automatically receive an immediate lump-sum distribution equal to his or her vested
account balance.
In-service withdrawals are available in certain
limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial
need, as defined by the Plan. Hardship withdrawals are strictly regulated by the Internal Revenue Service (IRS), and a participant must
exhaust all available distributions prior to requesting a hardship withdrawal.
Administrative Expenses
All administrative expenses are paid by the Plan
with the exception of legal expenses which are paid by the Company.
Company Stock Fund
The Plan invests in common stock of SPG through
its Simon Property Group Stock Fund (the Company Stock Fund). The Company Stock Fund may also hold cash or other short-term securities,
although these are expected to be a small percentage of the fund.
Each participant is entitled to exercise voting
rights attributable to the shares allocated to his or her account and is notified by the Company prior to the time that such rights may
be exercised. The trustee votes any allocated shares for which timely instructions have not been given by a participant and any unallocated
shares in the same proportion as it votes those shares for which it has received timely voting instructions from participants. Participants
have the same voting rights in the event of a tender or exchange offer.
Plan Termination
Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions
of ERISA. In the event the Plan terminates, participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Payment of Benefits
Benefits are recorded when paid.
Contributions
Contributions from Plan participants and the matching
contributions from the Employer are recorded in the year in which the employee contributions are withheld from compensation.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates that affect the amounts
reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.
Investment Valuation and Income
Recognition
Investments held by the Plan are stated at fair
value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (an exit price). See Note 7 for further discussion of fair value measurements.
Purchases and sales of securities are recorded
on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation)
includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year.
3. Tax Status
The Plan has received a determination letter from
the IRS dated June 1, 2015, stating that the Plan is qualified under Section 401(a) of the Code and therefore, the related
trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the
Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and therefore, believes the Plan, as amended and restated, is
qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the
United States require plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken
an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax
positions taken by the Plan, and has concluded that there are no uncertain positions taken or expected to be taken. The Plan is subject
to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
4. Risks and Uncertainties
The Plan invests in various investment securities.
Investment securities are exposed to various risks, such as interest rate, market volatility and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported
in the statements of net assets available for benefits.
5. Related-Party and Party in Interest
Transactions
The Plan holds units of common/collective trust
funds managed by Mercer, the investment advisor of the Plan. This Plan also invests in the common stock of SPG. These transactions qualify
as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA. During 2023, the Plan
received $1,552,391 in common stock dividends from SPG.
6. Reconciliation of Financial Statements to Form 5500
As of December 31, 2023 and 2022, net assets
available for benefits per the Form 5500 totaled $542,909,021 and $476,023,244, respectively, and are equal to the net assets available
for benefits per the financial statements. There were no reconciliation differences for 2023 and 2022.
The benefits paid to participants per the Form 5500
for the year ended December 31, 2023 totaled $48,468,525 and is equal to the benefits paid to participants per the financial statements
with no reconciling differences.
7. Fair Value Measurements
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
| · | Level 1 – Unadjusted quoted prices in active markets that are accessible to the reporting
entity at the measurement date for identical assets and liabilities. |
| · | Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities
that are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include
the following: |
| · | Quoted prices for similar assets and liabilities in active markets |
| · | Quoted prices for identical or similar assets or liabilities in markets that are not active |
| · | Observable inputs other than quoted prices that are used in the valuation of the assets or liabilities
(e.g., interest rate and yield curve quotes at commonly quoted intervals) |
| · | Inputs that are derived principally from or corroborated by observable market data by correlation or other
means |
| · | Level 3 – Unobservable inputs for the asset or liability (i.e., supported by little
or no market activity). Level 3 inputs include management’s own assumption about the assumptions that market participants would
use in pricing the asset or liability (including assumptions about risk). |
The level in the fair value hierarchy within which
the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement
in its entirety.
Following is a description of the valuation techniques
and inputs used for each general type of investment measured at fair value by the Plan.
Common
Stock: Valued at the closing price reported on the active market on which the individual securities are traded. Common stock
includes SPG common stock. A small portion of the fund may also be invested in short-term reserves to accommodate daily transactions.
Common/Collective
Trust Funds: Common/collective trust funds are valued using the NAV.
The following tables set forth by level, within
the fair value hierarchy, of the Plan’s assets carried at fair value as of December 31:
| | |
Assets at Fair Value as of December 31, 2023 | |
| | |
Level 1 | |
Level 2 | |
Level 3 | |
Total | |
| Common Stock | |
$ | 29,607,450 | |
$ | — | |
$ | — | |
$ | 29,607,450 | |
| Common/collective trust funds | |
| 508,533,809 | |
| — | |
| — | |
| 508,533,809 | |
| Total assets at fair value | |
$ | 538,141,259 | |
$ | — | |
$ | — | |
$ | 538,141,259 | |
| | |
Assets at Fair Value as of December 31, 2022 | |
| | |
Level 1 | |
Level 2 | |
Level 3 | |
Total | |
| Common Stock | |
$ | 24,711,059 | |
$ | — | |
$ | — | |
$ | 24,711,059 | |
| Common/collective trust funds | |
| 446,680,481 | |
| — | |
| — | |
| 446,680,481 | |
| Total assets at fair value | |
$ | 471,391,540 | |
$ | — | |
$ | — | |
$ | 471,391,540 | |
Supplemental Schedule
Simon Property Group and Adopting Entities Matching
Savings Plan
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
EIN 34-1755769 Plan
#002
December 31, 2023
| Identity of Issue, Borrower, | |
Description of | |
| |
Current | |
| Lessor, or Similar Party | |
Investment | |
Cost | |
Value | |
| Common Stock | |
| |
| | |
| | |
| Simon Property Group, Inc. Corporate Common Stock* | |
207,532 shares | |
| ** | |
$ | 29,607,450 | |
| | |
| |
| | |
| | |
| Common/collective trust funds | |
| |
| | |
| | |
| Invesco Stable Value B1 | |
27,899,130 units | |
| ** | |
| 27,899,130 | |
| Mercer Small Mid Cap Stock Fund * | |
2,250,517 shares | |
| ** | |
| 40,869,389 | |
| Mercer Diversified Bond * | |
955,728 shares | |
| ** | |
| 11,134,234 | |
| Mercer International Stock * | |
1,529,076 shares | |
| ** | |
| 23,196,078 | |
| State Street US Index II | |
238,376 shares | |
| ** | |
| 3,171,828 | |
| State Street Real Asset | |
472,891 shares | |
| ** | |
| 7,759,671 | |
| State Street Small Mid Cap Index | |
776,754 shares | |
| ** | |
| 12,207,471 | |
| State Street S&P 500 Index | |
7,875,365 shares | |
| ** | |
| 163,067,303 | |
| State Street US Bond Index XIV | |
991,552 shares | |
| ** | |
| 10,527,304 | |
| State Street Target Return Income | |
6,493 shares | |
| ** | |
| 83,320 | |
| State Street Target Return Income IV | |
710,526 shares | |
| ** | |
| 9,361,897 | |
| State Street Target Return 2020 IV | |
1,055,273 shares | |
| ** | |
| 14,626,089 | |
| State Street Target Return 2025 IV | |
2,057,259 shares | |
| ** | |
| 30,317,830 | |
| State Street Target Return 2030 IV | |
2,359,684 shares | |
| ** | |
| 36,296,667 | |
| State Street Target Return 2035 IV | |
2,303,053 shares | |
| ** | |
| 36,293,808 | |
| State Street Target Return 2040 IV | |
1,810,246 shares | |
| ** | |
| 29,190,219 | |
| State Street Target Return 2045 IV | |
1,286,335 shares | |
| ** | |
| 21,161,498 | |
| State Street Target Return 2050 IV | |
942,630 shares | |
| ** | |
| 15,699,504 | |
| State Street Target Return 2055 IV | |
665,618 shares | |
| ** | |
| 11,086,529 | |
| State Street Target Return 2060 IV | |
249,107 shares | |
| ** | |
| 4,149,122 | |
| State Street Target Return 2065 IV | |
33,502 shares | |
| ** | |
| 434,918 | |
| Total common collective trust funds | |
| |
| | |
| 508,533,809 | |
| | |
| |
| | |
| | |
| Participant loans* | |
Interest rates range from 4% to 10.75% | |
| | |
| 4,718,907 | |
| | |
| |
| | |
$ | 542,860,166 | |
* Indicates party in interest to the Plan.
**Denotes all of the fund is participant directed, cost information
is not required.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
| |
SIMON PROPERTY GROUP |
| |
AND ADOPTING ENTITIES |
| |
MATCHING SAVINGS PLAN |
| |
|
| |
|
| Date: June 13, 2024 |
/s/ Adam Reuille |
| |
Adam Reuille |
| |
Senior Vice President and Chief Accounting Officer |
Exhibit Index
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We
consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-82471) pertaining to the Simon
Property Group and Adopting Entities Matching Savings Plan of our report dated June 13, 2024, with respect to the financial statements
and supplemental schedule of the Simon Property Group and Adopting Entities Matching Savings Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 2023.
| |
/s/ Ernst & Young LLP |
| |
|
| |
|
| Indianapolis, Indiana |
|
| June 13, 2024 |
|
Grafico Azioni Simon Property (NYSE:SPG)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Simon Property (NYSE:SPG)
Storico
Da Dic 2023 a Dic 2024
