{"url_path":"/sec/cik-0001022344/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-25","source_url":"https://www.sec.gov/Archives/edgar/data/1022344/0001104659-26-019419-index.html","accession_number":"0001104659-26-019419","cik":"0001022344","ticker":null,"issuer_name":"SIMON PROPERTY GROUP L P","edgar_url":"https://www.sec.gov/Archives/edgar/data/1022344/0001104659-26-019419-index.html","primary_entity_key":"0001022344","primary_entity_name":"SIMON PROPERTY GROUP L P"},"word_count":1620,"has_tables":true,"body_markdown":"**Item 9A. Controls and Procedures**\n\n**Simon**\n\n**Management's Evaluation of Disclosure Controls and Procedures**\n\nSimon 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.\n\nOur 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, 2025. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, Simon’s disclosure controls and procedures were effective at a reasonable assurance level.\n\n**Management's Report on Internal Control Over Financial Reporting**\n\nSimon 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:\n\n●Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;\n\n●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\n\n●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.\n\nBecause 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.\n\nWe assessed the effectiveness of Simon’s internal control over financial reporting as of December 31, 2025. 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, 2025, Simon’s internal control over financial reporting was effective.  On October 31, 2025, the Company completed the acquisition of the remaining interest in The Taubman Realty Group, LLC, or TRG, which was accounted for as a business combination.  Refer to Part II. Item 8. Financial Statements and Supplementary Data, Note 4 – Real Estate Acquisitions and Dispositions for further information. The Company is in process of analyzing and evaluating the internal control environment as it relates to the integration of TRG, which may result in additions or changes to our internal control over financial reporting. The Company excluded TRG’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the period from October 31, 2025 through December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year. TRG consolidated total asset and total revenues represent approximately 26% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.\n\n144\n\n[Table of Contents](#Toc)\n\n**Attestation Report of the Registered Public Accounting Firm**\n\nThe audit report of Ernst & Young LLP on their assessment of Simon's internal control over financial reporting as of December 31, 2025 is set forth within Item 8 of this Form 10-K.\n\n**Changes in Internal Control Over Financial Reporting**\n\nThere 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, 2025 that have materially affected, or are reasonably likely to materially affect, Simon’s internal control over financial reporting, except as noted above related to TRG.\n\n**The Operating Partnership**\n\n**Management's Evaluation of Disclosure Controls and Procedures**\n\nThe 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.\n\nOur 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, 2025. Based on that evaluation, Simon’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Operating Partnership’s disclosure controls and procedures were effective at a reasonable assurance level.\n\n**Management's Report on Internal Control Over Financial Reporting**\n\nThe 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:\n\n●Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;\n\n●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\n\n●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.\n\nBecause 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.\n\nWe assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2025. 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, 2025, the Operating Partnership’s internal control over financial reporting was effective.  On October 31, 2025, the Company completed the acquisition of the remaining interest in The Taubman Realty Group, LLC, or TRG, which was accounted for as a business combination.  Refer to Part II. Item 8. Financial Statements and Supplementary Data, Note 4 – Real Estate Acquisitions and Dispositions for further information. The Company is in process of analyzing and evaluating the internal control environment as it relates to the integration of TRG, which may result in additions or changes to our internal control over financial reporting. The Company\n\n145\n\n[Table of Contents](#Toc)\n\nexcluded TRG’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the period from October 31, 2025 through December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year. TRG consolidated total asset and total revenues represent approximately 26% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.\n\n**Attestation Report of the Registered Public Accounting Firm**\n\nThe audit report of Ernst & Young LLP on their assessment of the Operating Partnership’s internal control over financial reporting as of December 31, 2025 is set forth within Item 8 of this Form 10-K.\n\n**Changes in Internal Control Over Financial Reporting**\n\nThere 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, 2025 that have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting, except as noted above related to TRG.  \n\n​"}