SEC Filing | Simon Property Group, L.P.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2013

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)	001-14469 (Commission File Number)	046268599 (IRS Employer Identification No.)
225 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA (Address of principal executive offices)		46204 (Zip Code)
Registrant's telephone number, including area code: 317.636.1600
Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On July 29, 2013, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended June 30, 2013 and other matters. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated by reference into this report.

Item 7.01. Regulation FD Disclosure

Exhibit 99.1 also includes supplemental financial and operating information for the quarter ended June 30, 2013.

Item 9.01. Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

Exhibit No.		Description

99.1		Earnings Release dated July 29, 2013 and supplemental information

The exhibit filed with this report contains measures of financial or operating performance that are not specifically defined by generally accepted accounting principles ("GAAP") in the United States, including funds from operations ("FFO"), diluted FFO per share, funds available for distribution, net operating income ("NOI"), and comparable property NOI. FFO and NOI are performance measures that are standard in the REIT business. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities.

Reconciliations of each of these non-GAAP measures to the most-directly comparable GAAP measure are included in the exhibit.

The information in this report and the exhibit filed herewith is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Items 2.02 and 7.01 of Form 8-K, will not be incorporated by reference into any filing under the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 29, 2013


		SIMON PROPERTY GROUP, INC.
		By:		/s/ STEPHEN E. STERRETT Stephen E. Sterrett, Senior Executive Vice President and Chief Financial Officer

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Item 2.02. Results of Operations and Financial Condition

Item 7.01. Regulation FD Disclosure

Item 9.01. Financial Statements and Exhibits

SIGNATURES

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Table of Contents

Exhibit 99.1


SIMON
PROPERTY
GROUP
EARNINGS RELEASE AND SUPPLEMENTAL INFORMATION
UNAUDITED SECOND QUARTER 2013


2Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release and Supplemental Information For the Quarter Ended June 30, 2013		Page


Earnings Release ⁽¹⁾		2-12
Overview
The Company and Reporting Calendar		13
Stock Information, Credit Ratings and Senior Unsecured Debt Covenants		14
Financial Data
Selected Financial and Equity Information		15
Pro-Rata Statements of Operations		16-17
Pro-Rata Balance Sheet		18
NOI Composition		19
Reconciliations of Non-GAAP Financial Measures		20-21
Consolidated Net Income to Net Operating Income
Funds from Operations to Funds Available for Distribution
Analysis of Other Income, Other Expense and Capitalized Interest		22
Operational Data
U.S. Mall and Premium Outlets Operational Information		23
The Mills, Community/Lifestyle Centers and International Operational Information		24
U.S. Mall and Premium Outlets Lease Expirations		25
U.S. Mall and Premium Outlets Top Tenants		26
Development Activity
Capital Expenditures		27
Development Activity Summary		28
Development Activity Report		29-32
U.S. Anchor/Big Box Openings		33-35
Balance Sheet Information
Common and Preferred Stock Information		36
Changes in Common Share and Limited Partnership Unit Ownership
Preferred Stock/Units Outstanding
Credit Profile		37
Summary of Indebtedness		38
Total Debt Amortization and Maturities by Year (Our Share)		39
Property and Debt Information		40-53

(1): Includes reconciliation of consolidated net income to funds from operations.

2Q 2013 SUPPLEMENTAL

Earnings Release

CONTACTS:


Shelly Doran		317.685.7330 Investors
Les Morris		317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS SECOND QUARTER RESULTS AND
ANNOUNCES QUARTERLY DIVIDEND

Indianapolis, Indiana - July 29, 2013...Simon Property Group, Inc. (NYSE:SPG) today reported results for the quarter and six months ended June 30, 2013.

Results for the Quarter

•: Funds from Operations ("FFO") was $766.3 million, or $2.11 per diluted share, as compared to $688.8 million, or $1.89 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 11.6%.
•: Net income attributable to common stockholders was $339.9 million, or $1.10 per diluted share, as compared to $215.4 million, or $0.71 per diluted share, in the prior year period.

Results for the Six Months

•: Funds from Operations ("FFO") was $1.508 billion, or $4.16 per diluted share, as compared to $1.337 billion, or $3.71 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 12.1%.
•: Net income attributable to common stockholders was $623.1 million, or $2.01 per diluted share, as compared to $860.9 million, or $2.87 per diluted share, in the prior year period. Results for 2012 include primarily non-cash net gains from acquisitions and dispositions of $1.37 per diluted share.

"This was an excellent quarter for Simon Property Group, with strong financial and operational performance, the opening of two new Premium Outlet Centers®, the groundbreaking for our second Premium Outlet in Canada, and the acquisition of a highly productive center," said David Simon, Chairman and CEO. "Our portfolio continued to deliver strong results in the quarter, with 5.9% growth in comparable property net operating income for our U.S. Malls and Premium Outlets. Based upon our results to date and expectations for the remainder of 2013, we are again increasing our 2013 guidance."

2Q 2013 SUPPLEMENTAL

Earnings Release

U.S. Malls and Premium Outlets Operational Statistics

	As of June 30, 2013	As of June 30, 2012	% Increase

Occupancy ⁽¹⁾	95.1%	94.2%	+90 basis points
Total Sales per Sq. Ft. ⁽²⁾	$577	$554	4.2%
Base Minimum Rent per Sq. Ft. ⁽¹⁾	$41.41	$39.99	3.6%
Releasing Spread per Sq. Ft. ⁽¹⁾⁽³⁾	$7.49	$4.77	+$2.72
Releasing Spread (Percentage Change) ⁽¹⁾⁽³⁾	14.1%	10.0%	+410 basis points

(1): Represents mall stores in Malls and all owned square footage in Premium Outlets.
(2): Rolling 12-month sales per square foot for mall stores less than 10,000 square feet in Malls and all owned square footage in Premium Outlets.
(3): Same space measure that compares opening and closing rates on individual spaces leased during trailing 12-month period.

Dividends

Today the Company announced that the Board of Directors declared a quarterly common stock dividend of $1.15 per share. The dividend is payable on August 30, 2013 to stockholders of record on August 16, 2013.

The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred Stock (NYSE:SPGPrJ) of $1.046875 per share, payable on September 30, 2013 to stockholders of record on September 16, 2013.

Acquisition and Disposition Activity

The Company completed several transactions during the quarter:

•: May 7^th - Sold Laguna Hills Mall in Laguna Hills, California for $110 million.
•: May 30^th - Acquired an existing outlet shopping center in Woodburn, Oregon for $147 million. The 390,000 square foot center serving the Portland metropolitan area is home to 110 leading designer and name brand outlet stores and has been rebranded Woodburn Premium Outlets. The center is 99% occupied and generates sales in excess of $600 per square foot.
•: June - Announced the signing of a definitive agreement to form a joint venture to invest in certain assets of McArthurGlen, the leader in upscale, European designer outlet centers. The Company also became a partner in McArthurGlen's property management and development companies.

2Q 2013 SUPPLEMENTAL

Earnings Release

Development Activity

Two new Premium Outlets opened during the quarter:

•: Phoenix Premium Outlets opened on April 4^th. The center serves the greater Phoenix and Scottsdale areas and is located in Chandler, Arizona on Interstate 10. Phase I of the project is 100% leased and is comprised of 360,000 square feet with 90 outlet stores featuring high-quality designer and name brands. The Company owns 100% of Phoenix Premium Outlets.
•: Shisui Premium Outlets opened on April 19^th. The property is located approximately 40 miles from the center of Tokyo, near Narita International Airport. Phase I of the project is 100% leased and is comprised of 235,000 square feet with 120 stores featuring a mix of international brands, Japanese brands and restaurants. The Company owns a 40% interest in this project, its ninth Premium Outlet Center in Japan.

Three new Premium Outlets are scheduled to open next month:

•: August 1^st - Toronto Premium Outlets in Halton Hills (Toronto), Canada is a 360,000 square foot center that will house over 100 high quality outlet stores. The center will be the Canadian entry point for many upscale, U.S. retailers and designer brands and is 98% leased. The Company owns a 50% interest in this project.
•: August 22^nd - St. Louis Premium Outlets in Chesterfield (St. Louis), Missouri is located on the south side of I-64/US Highway 40 east of the Daniel Boone Bridge. The center's first phase of 350,000 square feet with 85 stores is 100% leased. St. Louis Premium Outlets is a part of Chesterfield Blue Valley, a mixed-use development to include office space, hotel, restaurant and entertainment venues. The Company owns a 60% interest in the project.
•: August 29^th - Busan Premium Outlets in Busan, Korea is a 340,000 square foot center that will serve southeastern Korea, including the cities of Busan, Ulsan and Daegu, as well as local and overseas visitors. The center is 99% leased. The Company owns a 50% interest in this project, which will be its third Premium Outlet Center in Korea.

Construction commenced during the second quarter at Premium Outlets™ Montréal, located in the town of Mirabel, Quebec, 24 miles northwest of Montreal. The first phase of the planned 360,000 square foot center will open in October of 2014. The Company owns a 50% interest in this project, a joint venture with Calloway Real Estate Investment Trust and SmartCentres.

Redevelopment and expansion projects, including the addition of anchors and big box tenants, are underway at more than 40 properties in the U.S. and Asia. The Company's share of the cost of these projects is approximately $1 billion. During the second quarter of 2013, significant projects were completed at Dadeland Mall, Paju Premium Outlets, Seattle Premium Outlets and Sawgrass Mills.

Financing Activity

On May 16^th, Standard & Poor's Ratings Services raised its corporate credit ratings on Simon Property Group, Inc. and Simon Property Group, L.P. (the Company's majority-owned operating partnership subsidiary) to 'A' from 'A-'. Senior unsecured debt ratings were increased to 'A' from 'A-' and preferred stock ratings were increased to 'BBB+' from 'BBB'. The outlook is stable.

The Company has been active in the debt markets in 2013, closing or locking rates on 17 new loans totaling approximately $2.4 billion, of which SPG's share is $1.7 billion. The weighted average interest rate on these new loans is 2.96% and the weighted average term is 8.1 years.

2Q 2013 SUPPLEMENTAL

Earnings Release

2013 Guidance

Today the Company updated and raised its guidance for 2013, estimating that FFO will be within a range of $8.60 to $8.70 per diluted share for the year ending December 31, 2013, and net income will be within a range of $3.98 to $4.08 per diluted share. This represents an increase of $0.10 per diluted share for both the low and high end of the ranges provided on April 26, 2013.

The following table provides the reconciliation of the ranges of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.

For the year ending December 31, 2013

	Low End			High End

Estimated net income available to common stockholders per diluted share	$	3.98		$	4.08
Depreciation and amortization including the Company's share of unconsolidated entities		4.87			4.87
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, net		(0.25	)		(0.25	)

Estimated FFO per diluted share	$	8.60		$	8.70

Conference Call

The Company will provide streaming audio of its quarterly conference call at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New York time) today, July 29, 2013. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com.

Supplemental Materials and Website

The Company has prepared a supplemental information package which is available at www.simon.com in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.

We routinely post important information for investors on our website, www.simon.com, in the "Investors" section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Non-GAAP Financial Measures

This press release includes FFO and comparable property net operating income growth, which are financial performance measures not defined by accounting principles generally accepted in the United States ("GAAP"). Reconciliations of these measures to the most directly comparable GAAP measures are included within this press release or the Company's supplemental information package. FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

2Q 2013 SUPPLEMENTAL

Earnings Release

Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that 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: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Simon Property Group

Simon Property Group, Inc. (NYSE:SPG) is an S&P 100 company and a leader in the global retail real estate industry. The Company currently owns or has an interest in 325 retail real estate properties in North America and Asia comprising 241 million square feet. We are headquartered in Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more information, visit the Simon Property Group website at www.simon.com.

2Q 2013 SUPPLEMENTAL

Earnings Release

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2013			2012			2013			2012
REVENUE:
Minimum rent	$	778,159		$	746,198		$	1,556,066		$	1,448,295
Overage rent		40,248			31,427			77,947			59,107
Tenant reimbursements		353,163			330,470			692,132			636,857
Management fees and other revenues		31,814			28,347			61,543			60,634
Other income		33,179			51,624			63,933			102,142

Total revenue		1,236,563			1,188,066			2,451,621			2,307,035

EXPENSES:
Property operating		117,479			116,018			227,388			220,758
Depreciation and amortization		318,638			311,863			635,272			596,972
Real estate taxes		109,409			106,777			219,114			205,479
Repairs and maintenance		27,107			26,665			56,832			52,307
Advertising and promotion		29,360			28,549			50,619			49,648
(Recovery of) provision for credit losses		(1,301	)		2,906			1,433			6,451
Home and regional office costs		36,956			35,104			71,850			67,962
General and administrative		15,421			14,733			29,930			28,622
Other		18,604			21,124			36,605			37,788

Total operating expenses		671,673			663,739			1,329,043			1,265,987

OPERATING INCOME		564,890			524,327			1,122,578			1,041,048
Interest expense		(279,966	)		(288,560	)		(564,991	)		(546,636	)
Income and other taxes		(8,983	)		(3,963	)		(22,176	)		(5,968	)
Income from unconsolidated entities		56,516			29,132			110,747			59,484
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		68,068			–			88,835			494,837	(A)

CONSOLIDATED NET INCOME		400,525			260,936			734,993			1,042,765
Net income attributable to noncontrolling interests		59,755			44,657			110,250			180,241
Preferred dividends		834			834			1,669			1,669

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	339,936		$	215,445		$	623,074		$	860,855

BASIC EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.10		$	0.71		$	2.01		$	2.87

DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.10		$	0.71		$	2.01		$	2.87

2Q 2013 SUPPLEMENTAL

Earnings Release

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

	June 30, 2013			December 31, 2012

ASSETS:
Investment properties at cost	$	34,636,100		$	34,252,521
Less - accumulated depreciation		9,544,943			9,068,388

		25,091,157			25,184,133
Cash and cash equivalents		1,095,829			1,184,518
Tenant receivables and accrued revenue, net		491,388			521,301
Investment in unconsolidated entities, at equity		1,958,503			2,108,966
Investment in Klépierre, at equity		1,903,839			2,016,954
Deferred costs and other assets		1,474,421			1,570,734

Total assets	$	32,015,137		$	32,586,606

LIABILITIES:
Mortgages and unsecured indebtedness	$	22,687,622		$	23,113,007
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,273,211			1,374,172
Cash distributions and losses in partnerships and joint ventures, at equity		836,265			724,744
Other liabilities		231,774			303,588

Total liabilities		25,028,872			25,515,511

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		180,018			178,006
EQUITY:
Stockholders' Equity
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847		44,554			44,719
Common stock, $0.0001 par value, 511,990,000 shares authorized, 313,977,706 and 313,658,419 issued and outstanding, respectively		31			31
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		–			–
Capital in excess of par value		9,184,788			9,175,724
Accumulated deficit		(3,174,266	)		(3,083,190	)
Accumulated other comprehensive loss		(102,327	)		(90,900	)
Common stock held in treasury at cost, 3,651,580 and 3,762,595 shares, respectively		(118,031	)		(135,781	)

Total stockholders' equity		5,834,749			5,910,603
Noncontrolling interests		971,498			982,486

Total equity		6,806,247			6,893,089

Total liabilities and equity	$	32,015,137		$	32,586,606

2Q 2013 SUPPLEMENTAL

Earnings Release

Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Statements of Operations
(Dollars in thousands)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2013			2012			2013			2012
Revenue:
Minimum rent	$	399,391		$	363,541		$	793,544		$	721,517
Overage rent		40,014			36,064			87,781			84,620
Tenant reimbursements		187,151			165,623			371,550			332,153
Other income		39,528			36,597			81,602			86,934

Total revenue		666,084			601,825			1,334,477			1,225,224
Operating Expenses:
Property operating		123,296			111,967			239,165			226,801
Depreciation and amortization		126,701			122,475			254,386			249,453
Real estate taxes		50,072			42,450			104,778			87,550
Repairs and maintenance		16,339			15,427			32,503			29,851
Advertising and promotion		14,103			12,688			30,023			27,895
Provision for (recovery of) credit losses		336			(793	)		1,580			399
Other		36,496			38,549			72,181			92,043

Total operating expenses		367,343			342,763			734,616			713,992

Operating Income		298,741			259,062			599,861			511,232
Interest expense		(154,508	)		(148,980	)		(301,994	)		(302,690	)

Income from Continuing Operations		144,233			110,082			297,867			208,542
Loss from operations of discontinued joint venture interests		(26	)		(5,280	)		(346	)		(18,791	)
Gain on disposal of discontinued operations, net		18,356			–			18,356			–

Net Income	$	162,563		$	104,802		$	315,877		$	189,751

Third-Party Investors' Share of Net Income	$	94,949		$	56,787		$	178,715		$	96,800

Our Share of Net Income	$	67,614		$	48,015		$	137,162		$	92,951
Amortization of Excess Investment (B)		(24,853	)		(18,749	)		(49,682	)		(33,333	)

Income from Unconsolidated Entities (C)	$	42,761		$	29,266		$	87,480		$	59,618

Note:: The above financial presentation does not include any information related to our investment in Klépierre S.A. ("Klépierre").
For additional information, see footnote C.

2Q 2013 SUPPLEMENTAL

Earnings Release

Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Balance Sheets
(Dollars in thousands)

	June 30, 2013			December 31, 2012

Assets:
Investment properties, at cost	$	14,621,714		$	14,607,291
Less - accumulated depreciation		5,027,179			4,926,511

		9,594,535			9,680,780
Cash and cash equivalents		551,059			619,546
Tenant receivables and accrued revenue, net		225,178			252,774
Investment in unconsolidated entities, at equity		38,958			39,589
Deferred costs and other assets		707,343			438,399

Total assets	$	11,117,073		$	11,031,088

Liabilities and Partners' Deficit:
Mortgages	$	11,964,864		$	11,584,863
Accounts payable, accrued expenses, intangibles, and deferred revenue		596,283			672,483
Other liabilities		657,205			447,132

Total liabilities		13,218,352			12,704,478
Preferred units		67,450			67,450
Partners' deficit		(2,168,729	)		(1,740,840	)

Total liabilities and partners' deficit	$	11,117,073		$	11,031,088

Our Share of:
Partners' deficit	$	(992,395	)	$	(799,911	)
Add: Excess Investment (B)		2,114,633			2,184,133

Our net Investment in Joint Ventures	$	1,122,238		$	1,384,222

Note:: The above financial presentation does not include any information related to our investment in Klépierre.
For additional information, see footnote C.

2Q 2013 SUPPLEMENTAL

Earnings Release

Simon Property Group, Inc. and Subsidiaries
Unaudited Reconciliation of Non-GAAP Financial Measures (D)
(Amounts in thousands, except per share amounts)

Reconciliation of Consolidated Net Income to FFO

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2013			2012			2013			2012
Consolidated Net Income (E)	$	400,525		$	260,936		$	734,993		$	1,042,765
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		314,622			308,186			627,207			589,536
Our share of depreciation and amortization from unconsolidated entities, including Klépierre		124,828			124,989			246,377			211,130
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(68,068	)		–			(88,835	)		(494,837	)
Net income attributable to noncontrolling interest holders in properties		(2,097	)		(1,855	)		(4,558	)		(3,963	)
Noncontrolling interests portion of depreciation and amortization		(2,204	)		(2,174	)		(4,377	)		(4,582	)
Preferred distributions and dividends		(1,313	)		(1,313	)		(2,626	)		(2,627	)

FFO of the Operating Partnership	$	766,293		$	688,769		$	1,508,181		$	1,337,422

Diluted net income per share to diluted FFO per share reconciliation:
Diluted net income per share	$	1.10		$	0.71		$	2.01		$	2.87
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, net of noncontrolling interests portion of depreciation and amortization		1.20			1.18			2.40			2.21
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(0.19	)		–			(0.25	)		(1.37	)

Diluted FFO per share	$	2.11		$	1.89		$	4.16		$	3.71


Details for per share calculations:
FFO of the Operating Partnership	$	766,293		$	688,769		$	1,508,181		$	1,337,422
Diluted FFO allocable to unitholders		(110,346	)		(115,421	)		(217,034	)		(226,290	)

Diluted FFO allocable to common stockholders	$	655,947		$	573,348		$	1,291,147		$	1,111,132

Basic weighted average shares outstanding		310,261			303,252			310,125			299,473
Adjustments for dilution calculation:
Effect of stock options		–			1			–			1

Diluted weighted average shares outstanding		310,261			303,253			310,125			299,474
Weighted average limited partnership units outstanding		52,194			61,048			52,130			60,990

Diluted weighted average shares and units outstanding		362,455			364,301			362,255			360,464

Basic FFO per Share	$	2.11		$	1.89		$	4.16		$	3.71
Percent Change		11.6%						12.1%
Diluted FFO per Share	$	2.11		$	1.89		$	4.16		$	3.71
Percent Change		11.6%						12.1%

2Q 2013 SUPPLEMENTAL

Earnings Release

Simon Property Group, Inc. and Subsidiaries
Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures

Notes:

(A)

2012 primarily represents non-cash gains resulting from our acquisition/disposition activity and the remeasurement of our previously held interest to fair value for those properties in which we now have a controlling interest.

(B)

Excess investment represents the unamortized difference of our investment over equity in the underlying net assets of the related partnerships and joint ventures shown therein. The Company generally amortizes excess investment over the life of the related properties.

(C)

The Unaudited Joint Venture Statements of Operations do not include any operations or our share of net income or excess investment amortization related to our investment in Klépierre. Amounts included in Footnotes E below exclude our share of related activity for our investment in Klépierre. For further information, reference should be made to financial information in Klépierre's public filings and additional discussion and analysis in our Form 10-Q.

(D)

This report contains measures of financial or operating performance that are not specifically defined by GAAP, including FFO and FFO per share. FFO is a performance measure that is standard in the REIT business. We believe FFO provides investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). 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 sales or disposals of, or any impairment charges related to, previously depreciated 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.

We have adopted NAREIT's clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting changes, or a gain or loss resulting from the sale or disposal of, or any impairment charges relating to, previously depreciated retail operating properties. We include in FFO gains and losses realized from the sale of land, outlot buildings, marketable and non-marketable securities, and investment holdings of non-retail real estate. However, you should understand that FFO does 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 is not an alternative to cash flows as a measure of liquidity.

(E)

Includes our share of:

-: Gains on land sales of $0.8 million and $6.6 million for the three months ended June 30, 2013 and 2012, respectively, and $1.2 million and $9.8 million for the six months ended June 30, 2013 and 2012, respectively
-: Straight-line adjustments to minimum rent of $13.3 million and $11.4 million for the three months ended June 30, 2013 and 2012, respectively, and $26.1 million and $20.2 million for the six months ended June 30, 2013 and 2012, respectively
-: Amortization of fair market value of leases from acquisitions of $5.6 million for the three months ended June 30, 2013 and 2012, and $16.3 million and $10.7 million for the six months ended June 30, 2013 and 2012, respectively
-: Debt premium amortization of $11.3 million and $13.4 million for the three months ended June 30, 2013 and 2012, respectively, and $22.2 million and $20.1 million for the six months ended June 30, 2013 and 2012, respectively.

2Q 2013 SUPPLEMENTAL

Table of Contents

Overview

The Company

Simon Property Group, Inc. (NYSE:SPG) is a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In this package, the terms Simon, we, our, or the Company refer to, Simon Property, Inc., the Operating Partnership, and its subsidiaries. We are engaged primarily in the ownership, development and management of retail real estate properties including Malls, Premium Outlets®, The Mills®, Community/Lifestyle Centers and International Properties. At June 30, 2013, we owned or had an interest in 326 properties comprising 241 million square feet in North America and Asia. Additionally, we have a 28.9% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 13 European countries.

This package was prepared to provide operational and balance sheet information as of June 30, 2013, for the Company and the Operating Partnership.

Certain statements made in this Supplemental Package 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 our expectations will be attained, and it is possible that 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: our ability to meet debt service requirements, the availability and terms of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. We discuss these and other risks and uncertainties under the heading "Risk Factors" in our annual and quarterly periodic reports filed with the SEC. We may update that discussion in our periodic reports, but otherwise 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.

We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to: Shelly J. Doran, Vice President of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: sdoran@simon.com

Reporting Calendar

Below is a list of estimated dates for future announcements of results. Dates are subject to change.


Third Quarter 2013		October 25, 2013
Fourth Quarter 2013		February 4, 2014
First Quarter 2014		April 25, 2014
Second Quarter 2014		July 25, 2014

2Q 2013 SUPPLEMENTAL

Table of Contents

Overview

Stock Information

The Company's common stock and one issue of preferred stock are traded on the New York Stock Exchange under the following symbols:


Common Stock		SPG
8.375% Series J Cumulative Redeemable Preferred		SPGPrJ

Credit Ratings


Standard & Poor's ⁽¹⁾
Corporate	A	(Stable Outlook)
Senior Unsecured	A	(Stable Outlook)
Preferred Stock	BBB+	(Stable Outlook)
Moody's
Senior Unsecured	A3	(Stable Outlook)
Preferred Stock	Baa1	(Stable Outlook)
Fitch
Senior Unsecured	A-	(Stable Outlook)
Preferred Stock	BBB	(Stable Outlook)

Senior Unsecured Debt Covenants ⁽²⁾

	Required	Actual	Compliance

Total Debt to Total Assets ⁽²⁾	£65%	42%	Yes
Total Secured Debt to Total Assets ⁽²⁾	£50%	20%	Yes
Fixed Charge Coverage Ratio	>1.5X	3.3X	Yes
Total Unencumbered Assets to Unsecured Debt	³125%	258%	Yes

(1): Upgraded on May 16, 2013.
(2): Covenants for indentures dated June 7, 2005 and later. Total Assets are calculated in accordance with the bond indenture and are essentially our net operating income (NOI) divided by a 7.0% capitalization rate plus the value of other assets at cost.

2Q 2013 SUPPLEMENTAL

Table of Contents

Selected Financial and Equity Information
(In thousands, except as noted)

	As of or for the Three Months Ended June 30,				As of or for the Six Months Ended June 30,

	2013		2012		2013		2012
Financial Highlights
Total Revenue - Consolidated Properties	$	1,236,563	$	1,188,066	$	2,451,621	$	2,307,035
Consolidated Net Income	$	400,525	$	260,936	$	734,993	$	1,042,765
Net Income Attributable to Common Stockholders	$	339,936	$	215,445	$	623,074	$	860,855
Basic Earnings per Common Share (EPS)	$	1.10	$	0.71	$	2.01	$	2.87
Diluted Earnings per Common Share (EPS)	$	1.10	$	0.71	$	2.01	$	2.87
Funds from Operations (FFO) of the Operating Partnership	$	766,293	$	688,769	$	1,508,181	$	1,337,422
Basic FFO per Share (FFOPS)	$	2.11	$	1.89	$	4.16	$	3.71
Diluted FFO per Share (FFOPS)	$	2.11	$	1.89	$	4.16	$	3.71
Dividends/Distributions per Share	$	1.15	$	1.00	$	2.30	$	1.95
FFO Dividend Payout Ratio		54.5%		52.9%		55.3%		52.6%

Stockholders' Equity Information	As of June 30, 2013		As of December 31, 2012

Limited Partnership Units Outstanding at End of Period		52,124		51,952
Common Shares Outstanding at End of Period		310,334		309,904

Total Common Shares and Limited Partnership Units Outstanding at End of Period		362,458		361,856

Weighted Average Limited Partnership Units Outstanding		52,130		58,186
Weighted Average Common Shares Outstanding:
Basic - for purposes of EPS and FFOPS		310,125		303,137
Diluted - for purposes of EPS		310,125		303,138
Diluted - for purposes of FFOPS		310,125		303,138

Our Debt Information
Share of Consolidated Debt	$	22,530,085	$	22,953,985
Share of Joint Venture Debt		5,599,276		5,380,359

Share of Total Debt	$	28,129,361	$	28,334,344


Our Market Capitalization
Common Stock Price at End of Period	$	157.92	$	158.09
Common Equity Capitalization, including limited partnership units	$	57,239,395	$	57,205,875
Preferred Equity Capitalization, including limited partnership preferred units		79,092		81,387

Total Equity Market Capitalization	$	57,318,487	$	57,287,262

Total Market Capitalization - Including Our Share of Total Debt	$	85,447,848	$	85,621,606

Debt to Total Market Capitalization		32.9%		33.1%

2Q 2013 SUPPLEMENTAL

Table of Contents

Pro-Rata Statement of Operations
(In thousands)

	For the Three Months Ended June 30, 2013															For the

	Consolidated			Non- Controlling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Three Months Ended June 30, 2012 Our Total Share
REVENUE:
Minimum rent	$	778,159		$	(7,046	)	$	771,113		$	184,735			$955,848		$	907,195
Overage rent		40,248			(53	)		40,195			16,821			57,016			46,273
Tenant reimbursements		353,163			(4,030	)		349,133			86,744			435,877			403,108
Management fees and other revenues		31,814			–			31,814			–			31,814			28,347
Other income		33,179			(258	)		32,921			18,392			51,313			70,199

Total revenue		1,236,563			(11,387	)		1,225,176			306,692			1,531,868			1,455,122


EXPENSES:
Property operating		117,479			(2,003	)		115,476			52,902			168,378			164,316
Depreciation and amortization		318,638			(2,204	)		316,434			86,995			403,429			391,745
Real estate taxes		109,409			(1,117	)		108,292			23,004			131,296			126,006
Repairs and maintenance		27,107			(411	)		26,696			7,563			34,259			33,466
Advertising and promotion		29,360			(200	)		29,160			6,564			35,724			34,078
(Recovery of) provision for credit losses		(1,301	)		(20	)		(1,321	)		84			(1,237	)		2,588
Home and regional office costs		36,956			–			36,956			–			36,956			35,104
General and administrative		15,421			–			15,421			–			15,421			14,733
Other		18,604			(1,210	)		17,394			15,620			33,014			36,426

Total operating expenses		671,673			(7,165	)		664,508			192,732			857,240			838,462

OPERATING INCOME		564,890			(4,222	)		560,668			113,960			674,628			616,660
Interest expense		(279,966	)		2,125			(277,841	)		(71,199	)		(349,040	)		(353,481	)
Income and other taxes		(8,983	)		–			(8,983	)		–			(8,983	)		(3,963	)
Income from unconsolidated entities		56,516			–			56,516			(42,761	)		13,755	(2)		(134	)
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		68,068			–			68,068			–			68,068			–

CONSOLIDATED NET INCOME		400,525			(2,097	)		398,428			–			398,428			259,082
Net income attributable to noncontrolling interests		59,755			(2,097	)		57,658			–			57,658	(3)		42,803
Preferred dividends		834			–			834			–			834			834


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	339,936		$	–		$	339,936		$	–			$339,936		$	215,445


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO
Consolidated Net Income							$	400,525		$	–			$400,525		$	260,936
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								314,622			–			314,622			308,186
Our share of depreciation and amortization from unconsolidated entities, including Klépierre								–			124,828			124,828			124,989
Income from unconsolidated entities								(56,516	)		56,516			–			–
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net								(68,068	)		–			(68,068	)		–
Net income attributable to noncontrolling interest holders in properties								(2,097	)		–			(2,097	)		(1,855	)
Noncontrolling interests portion of depreciation and amortization								(2,204	)		–			(2,204	)		(2,174	)
Preferred distributions and dividends								(1,313	)		–			(1,313	)		(1,313	)

FFO of the Operating Partnership							$	584,949		$	181,344			$766,293		$	688,769

Percentage of FFO of the Operating Partnership								76.33%			23.67%			100.00%			100.00%

(1): Represents our venture partners' share of operations from consolidated properties.
(2): Our Total Share of income from unconsolidated entities represents our share of net results related to our investment in Klépierre.
(3): Represents limited partners' interest in the Operating Partnership.

2Q 2013 SUPPLEMENTAL

Table of Contents

Pro-Rata Statement of Operations
(In thousands)

	For the Six Months Ended June 30, 2013															For the

	Consolidated			Non- Controlling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Six Months Ended June 30, 2012 Our Total Share
REVENUE:
Minimum rent	$	1,556,066		$	(14,106	)	$	1,541,960		$	366,338			$1,908,298		$	1,773,243
Overage rent		77,947			(153	)		77,794			36,700			114,494			94,556
Tenant reimbursements		692,132			(8,247	)		683,885			171,914			855,799			784,155
Management fees and other revenues		61,543			–			61,543			–			61,543			60,634
Other income		63,933			(562	)		63,371			37,534			100,905			146,851

Total revenue		2,451,621			(23,068	)		2,428,553			612,486			3,041,039			2,859,439


EXPENSES:
Property operating		227,388			(3,991	)		223,397			102,448			325,845			318,851
Depreciation and amortization		635,272			(4,377	)		630,895			174,211			805,106			760,596
Real estate taxes		219,114			(2,277	)		216,837			47,893			264,730			245,530
Repairs and maintenance		56,832			(810	)		56,022			15,032			71,054			65,718
Advertising and promotion		50,619			(381	)		50,238			13,726			63,964			61,909
Provision for credit losses		1,433			(54	)		1,379			861			2,240			6,459
Home and regional office costs		71,850			–			71,850			–			71,850			67,962
General and administrative		29,930			–			29,930			–			29,930			28,622
Other		36,605			(2,375	)		34,230			30,641			64,871			70,778

Total operating expenses		1,329,043			(14,265	)		1,314,778			384,812			1,699,590			1,626,425

OPERATING INCOME		1,122,578			(8,803	)		1,113,775			227,674			1,341,449			1,233,014
Interest expense		(564,991	)		4,245			(560,746	)		(140,194	)		(700,940	)		(682,947	)
Income and other taxes		(22,176	)		–			(22,176	)		–			(22,176	)		(5,968	)
Income from unconsolidated entities		110,747			–			110,747			(87,480	)		23,267	(2)		(134	)
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		88,835			–			88,835			–			88,835			494,837

CONSOLIDATED NET INCOME		734,993			(4,558	)		730,435			–			730,435			1,038,802
Net income attributable to noncontrolling interests		110,250			(4,558	)		105,692			–			105,692	(3)		176,278
Preferred dividends		1,669			–			1,669			–			1,669			1,669


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	623,074		$	–		$	623,074		$	–			$623,074		$	860,855


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO
Consolidated Net Income							$	734,993		$	–			$734,993		$	1,042,765
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								627,207			–			627,207			589,536
Our share of depreciation and amortization from unconsolidated entities, including Klépierre								–			246,377			246,377			211,130
Income from unconsolidated entities								(110,747	)		110,747			–			–
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net								(88,835	)		–			(88,835	)		(494,837	)
Net income attributable to noncontrolling interest holders in properties								(4,558	)		–			(4,558	)		(3,963	)
Noncontrolling interests portion of depreciation and amortization								(4,377	)		–			(4,377	)		(4,582	)
Preferred distributions and dividends								(2,626	)		–			(2,626	)		(2,627	)

FFO of the Operating Partnership							$	1,151,057		$	357,124			$1,508,181		$	1,337,422

Percentage of FFO of the Operating Partnership								76.32%			23.68%			100.00%			100.00%

(1): Represents our venture partners' share of operations from consolidated properties.
(2): Our Total Share of income from unconsolidated entities represents our share of net results related to our investment in Klépierre.
(3): Represents limited partners' interest in the Operating Partnership.

2Q 2013 SUPPLEMENTAL

Table of Contents

Pro-Rata Balance Sheet
(In thousands)

	As of June 30, 2013

	Consolidated			Non- Controlling Interests			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			As of December 31, 2012 Our Total Share
ASSETS:
Investment properties, at cost	$	34,636,100		$	(265,763	)	$	34,370,337		$	8,912,689		$	43,283,026		$	42,905,860
Less - accumulated depreciation		9,544,943			(94,400	)		9,450,543			2,281,301			11,731,844			11,186,195

		25,091,157			(171,363	)		24,919,794			6,631,388			31,551,182			31,719,665
Cash and cash equivalents		1,095,829			(7,499	)		1,088,330			261,714			1,350,044			1,449,261
Tenant receivables and accrued revenue, net		491,388			(3,233	)		488,155			101,664			589,819			629,506
Investment in unconsolidated entities, at equity		1,958,503			–			1,958,503			(1,958,503	)		–			–
Investment in Klépierre, at equity		1,903,839			–			1,903,839			–			1,903,839			2,016,954
Deferred costs and other assets		1,474,421			(10,451	)		1,463,970			342,733			1,806,703			1,759,931

Total assets	$	32,015,137		$	(192,546	)	$	31,822,591		$	5,378,996		$	37,201,587		$	37,575,317


LIABILITIES:
Mortgages and unsecured indebtedness	$	22,687,622		$	(157,537	)	$	22,530,085		$	5,599,276		$	28,129,361		$	28,334,344
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,273,211			(9,008	)		1,264,203			274,736			1,538,939			1,665,368
Cash distributions and losses in partnerships and joint ventures, at equity		836,265			–			836,265			(836,265	)		–			–
Other liabilities		231,774			(918	)		230,856			341,249			572,105			528,490

Total liabilities		25,028,872			(167,463	)		24,861,409			5,378,996			30,240,405			30,528,202

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		180,018			(26,112	)		153,906			–			153,906			153,149

EQUITY:
Stockholders' equity
Capital Stock:
Series J 8 3/8% cumulative redeemable preferred stock		44,554			–			44,554			–			44,554			44,719
Common stock, $.0001 par value		31			–			31			–			31			31
Class B common stock, $.0001 par value		–			–			–			–			–			–
Capital in excess of par value		9,184,788			–			9,184,788			–			9,184,788			9,175,724
Accumulated deficit		(3,174,266	)		–			(3,174,266	)		–			(3,174,266	)		(3,083,190	)
Accumulated other comprehensive loss		(102,327	)		–			(102,327	)		–			(102,327	)		(90,900	)
Common stock held in treasury at cost		(118,031	)		–			(118,031	)		–			(118,031	)		(135,781	)

Total stockholders' equity		5,834,749			–			5,834,749			–			5,834,749			5,910,603
Noncontrolling interests		971,498			1,029			972,527			–			972,527			983,363

Total equity		6,806,247			1,029			6,807,276			–			6,807,276			6,893,966

Total liabilities and equity	$	32,015,137		$	(192,546	)	$	31,822,591		$	5,378,996		$	37,201,587		$	37,575,317

Basis of Presentation:

We present balance sheet and income statement data on a pro-rata basis reflecting our proportionate economic ownership of each asset in our portfolio. The consolidated amounts shown are prepared on a consistent basis with our consolidated financial statements. Our Share of Joint Ventures column was derived on a property-by-property basis by applying the same percentage interests used to arrive at Our Total Share on the Pro-Rata Statement of Operations for the six months ended June 30, 2013 and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

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NOI Composition⁽¹⁾
For the Six Months Ended June 30, 2013

NOI by Asset Type		U.S. Portfolio NOI by State

(1): Based on our share of total NOI and does not reflect any property, entity or corporate-level debt.
(2): Includes Klépierre and international Premium Outlets.

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Reconciliations of Non-GAAP Financial Measures
(In thousands, except as noted)

Reconciliation of Net Income to NOI

The following schedule reconciles net income to NOI and sets forth the computations of comparable property NOI.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,

	2013			2012			2013			2012
Reconciliation of NOI of consolidated properties:
Consolidated Net Income	$	400,525		$	260,936		$	734,993		$	1,042,765
Income and other taxes		8,983			3,963			22,176			5,968
Interest expense		279,966			288,560			564,991			546,636
Income from unconsolidated entities		(56,516	)		(29,132	)		(110,747	)		(59,484	)
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(68,068	)		–			(88,835	)		(494,837	)

Operating Income		564,890			524,327			1,122,578			1,041,048
Depreciation and amortization		318,638			311,863			635,272			596,972

NOI of consolidated properties	$	883,528		$	836,190		$	1,757,850		$	1,638,020

Reconciliation of NOI of unconsolidated entities:
Net Income	$	162,563		$	104,802		$	315,877		$	189,751
Interest expense		154,508			148,980			301,994			302,690
Loss from operations of discontinued joint venture interests		26			5,280			346			18,791
Gain on disposal of discontinued operations, net		(18,356	)		–			(18,356	)		–

Operating Income		298,741			259,062			599,861			511,232
Depreciation and amortization		126,701			122,475			254,386			249,453

NOI of unconsolidated entities	$	425,442		$	381,537		$	854,247		$	760,685

Total consolidated and unconsolidated NOI from continuing operations	$	1,308,970		$	1,217,727		$	2,612,097		$	2,398,705

Adjustments to NOI:
NOI of discontinued unconsolidated properties		(26	)		6,587			(346	)		58,090

Total NOI of our portfolio	$	1,308,944		$	1,224,314		$	2,611,751		$	2,456,795

Change in NOI from prior period		6.9%			0.7%			6.3%			1.7%
Add: Our share of NOI from Klépierre		74,319			64,557			141,881			64,557
Less: Joint venture partners' share of NOI		(230,887	)		(215,908	)		(465,196	)		(463,185	)

Our share of NOI	$	1,152,376		$	1,072,963		$	2,288,436		$	2,058,167

Increase in our share of NOI from prior period		7.4%			16.9%			11.2%			12.8%
Total NOI of our portfolio	$	1,308,944		$	1,224,314		$	2,611,751		$	2,456,795
NOI from non comparable properties ⁽¹⁾		295,611			267,088			601,818			549,220

Total NOI of comparable properties ⁽²⁾	$	1,013,333		$	957,226		$	2,009,933		$	1,907,575

Increase in NOI of U.S. Malls and Premium Outlets that are comparable properties		5.9%						5.4%

(1): NOI excluded from comparable property NOI relates to The Mills, Community/Lifestyle Centers, International Properties, other retail properties, The Mills Limited Partnership properties, any of our non-retail holdings and results of our corporate and management company operations, NOI of U.S. Malls and Premium Outlets not owned and operated in both periods under comparison and excluded income noted in footnote 2 below.
(2): Comparable properties are U.S. Malls and Premium Outlets that were owned in both of the periods under comparison. Excludes lease termination income, interest income, land sale gains and the impact of significant redevelopment activities.

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Reconciliations of Non-GAAP Financial Measures
(In thousands, except as noted)

Reconciliation of FFO to Funds Available for Distribution (Our Share)

	For the Three Months Ended June 30, 2013			Per Share Amount			For the Six Months Ended June 30, 2013			Per Share Amount

FFO	$	766,293		$	2.11		$	1,508,181		$	4.16
Non-cash impacts to FFO ⁽¹⁾		(852	)		—			(7,599	)		(0.02	)

FFO excluding non-cash impacts		765,441			2.11			1,500,582			4.14
Tenant allowances		(39,557	)		(0.11	)		(74,147	)		(0.20	)
Operational capital expenditures		(36,155	)		(0.10	)		(45,083	)		(0.12	)

Funds available for distribution	$	689,729		$	1.90		$	1,381,352		$	3.82

(1): Non-cash impacts to FFO include:



Deductions:
Straight-line rent	(13,275	)	(26,120	)
Fair value of debt amortization	(11,274	)	(22,156	)
Fair market value of lease amortization	(5,532	)	(16,262	)
Additions:
Stock based compensation expense	17,660		34,574
Mortgage, financing fee and terminated
swap amortization expense	11,569		22,365

	(852	)	(7,599	)

This report contains measures of financial or operating performance that are not specifically defined by generally accepted accounting principles (GAAP) in the United States, including FFO, diluted FFO per share, funds available for distribution, net operating income (NOI), and comparable property NOI. FFO and NOI are performance measures that are standard in the REIT business. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 20 and 21 and in the Earnings Release for this period.

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Analysis of Other Income, Other Expense and Capitalized Interest
(In thousands)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2013		2012		2013		2012
Consolidated Properties
Other Income
Interest and Dividend Income	$	2,194	$	3,355	$	1,049	$	10,500
Lease Settlement Income		205		914		1,940		10,225
Gains on Land Sales		656		6,623		1,096		9,730
Other ⁽¹⁾		30,124		40,732		59,848		71,687

Totals	$	33,179	$	51,624	$	63,933	$	102,142


Other Expense
Ground Rent	$	11,468	$	10,502	$	22,321	$	21,113
Professional Fees		4,354		6,316		7,943		8,909
Other		2,782		4,306		6,341		7,766

Totals	$	18,604	$	21,124	$	36,605	$	37,788

Capitalized Interest	For the Three Months Ended June 30,				For the Six Months Ended June 30,

	2013		2012		2013		2012
Interest Capitalized during the Period:
Our Share of Consolidated Properties	$	4,881	$	6,612	$	8,829	$	12,299
Our Share of Joint Venture Properties	$	157	$	113	$	432	$	269

(1): Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues as well as other miscellaneous income items.

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U.S. Mall and Premium Outlets Operational Information

	As of June 30,

	2013		2012
Total Number of Properties		224		221
Total Square Footage of Properties (in millions)		190.2		187.6
Ending Occupancy ⁽¹⁾:
Consolidated Assets		95.0%		94.4%
Unconsolidated Assets		95.4%		93.4%
Total Portfolio		95.1%		94.2%
Total Sales per Square Foot (PSF) ⁽²⁾:
Consolidated Assets	$	558	$	535
Unconsolidated Assets	$	660	$	639
Total Portfolio	$	577	$	554
Base Minimum Rent PSF ⁽³⁾:
Consolidated Assets	$	39.16	$	37.97
Unconsolidated Assets	$	49.53	$	48.02
Total Portfolio	$	41.41	$	39.99

Releasing Activity for the Trailing Twelve Month Period Ended:

			Total Rent PSF				Releasing

	Square Footage of Openings		Opening Rate PSF (4)		Closing Rate PSF (4)		Spread (4)
6/30/13		7,436,001	$	60.62	$	53.13	$	7.49	14.1%
3/31/13		7,419,367	$	59.11	$	52.11	$	7.00	13.4%
12/31/12		8,250,576	$	53.24	$	48.03	$	5.21	10.8%
9/30/12		7,961,413	$	51.75	$	46.89	$	4.86	10.4%
6/30/12		7,554,647	$	52.29	$	47.52	$	4.77	10.0%

Occupancy Cost as a Percentage of Sales ⁽⁵⁾:

6/30/13

11.3%

3/31/13

11.3%

12/31/12

11.4%

9/30/12

11.3%

6/30/12

11.4%

(1): Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors and mall majors in the calculation.
(2): Total Sales PSF is defined as total sales of the tenants open and operating in the center during the reporting period divided by the associated company owned and occupied GLA on a trailing 12-month basis. Includes tenant sales activity for all months a tenant is open within the trailing 12-month period. In accordance with the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, only stores with less than 10,000 square feet are included for malls. All company owned space is included for Premium Outlets.
(3): Base Minimum Rent PSF 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 as defined above.
(4): Releasing Spread is a "same space" measure that compares opening and closing rates on individual spaces, including spaces greater than 10,000 square feet. The Opening Rate is the average of the initial cash Total Rent PSF for spaces leased during the trailing 12-month period, and includes new leases and existing tenant renewals, amendments and relocations (including expansions and downsizings). The Closing Rate is the average of the final cash Total Rent PSF as of the month the tenant terminates or closes. Total Rent PSF includes Base Minimum Rent, common area maintenance (CAM) and base percentage rent. It includes leasing activity on all spaces occupied by tenants that would qualify to be included in Ending Occupancy as defined above as long as the opening and closing dates are within 24 months of one another.
(5): Occupancy cost as a Percentage of Sales is the Rolling 12 Base Minimum Rent, plus all applicable Ancillary Charges, plus Overage Rent, if applicable (based on last 12 months of sales), divided by the Rolling 12 Total Sales PSF for the same tenants.

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The Mills, Community/Lifestyle Centers and International Operational Information

	As of June 30,

	2013		2012
The Mills
Total Number of Properties		13		13
Total Square Footage of Properties (in millions)		19.0		18.8
Ending Occupancy ⁽¹⁾		97.9%		96.9%
Total Sales PSF ⁽²⁾	$	519	$	497
Base Minimum Rent PSF ⁽³⁾	$	23.17	$	22.06

Community/Lifestyle Centers
Total Number of Properties		64		70
Total Square Footage of Properties (in millions)		19.7		21.2
Ending Occupancy ⁽¹⁾		94.1%		93.1%
Base Minimum Rent PSF ⁽³⁾	$	14.40	$	13.93

International Premium Outlets
Total Number of Properties		13		12
Total Square Footage of Properties (in millions)		4.2		3.7
Statistics for Properties in Japan ⁽⁴⁾
Ending Occupancy		99.4%		99.8%
Total Sales PSF	¥	89,935	¥	88,313
Base Minimum Rent PSF	¥	4,838	¥	4,773

(1): See footnote 1 on page 23 for definition, except Ending Occupancy is calculated on all company owned space.
(2): See footnote 2 on page 23 for definition; calculation methodology is the same as for malls.
(3): See footnote 3 on page 23 for definition.
(4): Information supplied by the managing venture partner.

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U.S. Mall and Premium Outlets Lease Expirations⁽¹⁾

Year			Avg. Base Minimum Rent PSF at 6/30/13

Inline Stores and Freestanding
Month to Month Leases	757	2,496,675	$	38.22	1.9%
2013 (7/1/13 - 12/31/13)	707	1,900,920	$	38.71	1.5%
2014	2,832	9,229,059	$	37.68	7.4%
2015	2,867	9,382,906	$	39.73	8.0%
2016	2,689	9,118,527	$	39.05	7.6%
2017	2,566	9,160,936	$	41.58	8.2%
2018	2,264	8,475,631	$	45.16	8.2%
2019	1,505	5,726,351	$	46.76	5.8%
2020	1,218	4,466,355	$	48.31	4.7%
2021	1,290	5,242,653	$	45.37	5.2%
2022	1,575	6,004,417	$	45.40	5.9%
2023	1,268	5,093,226	$	44.47	4.9%
2024 and Thereafter	600	3,103,021	$	34.72	2.4%
Specialty Leasing Agreements w/ terms in excess of 12 months	1,466	3,475,073	$	15.49	1.2%

Anchor Tenants
2014	26	2,736,206	$	5.31	0.3%
2015	29	3,248,369	$	3.12	0.2%
2016	25	3,002,292	$	3.16	0.2%
2017	22	2,969,087	$	2.60	0.2%
2018	26	3,058,241	$	4.67	0.3%
2019	17	1,802,368	$	4.71	0.2%
2020	15	1,370,682	$	6.80	0.2%
2021	12	1,055,228	$	7.74	0.2%
2022	8	913,014	$	10.06	0.2%
2023	14	1,526,500	$	10.02	0.3%
2024 and Thereafter	28	3,088,600	$	5.35	0.4%

(1): Does not consider the impact of renewal options that may be contained in leases.
(2): Annual rental revenues represent 2012 consolidated and joint venture combined base rental revenue.

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U.S. Mall and Premium Outlets Top Tenants

Top Inline Store Tenants (sorted by percentage of total base minimum rent for U.S. properties)

Tenant


The Gap, Inc.	382	4,005	1.7%	3.2%
L Brands, Inc.	384	2,177	0.9%	2.2%
Phillips-Van Heusen	329	1,820	0.8%	1.6%
Abercrombie & Fitch Co.	213	1,526	0.6%	1.6%
Foot Locker, Inc.	365	1,429	0.6%	1.3%
Forever 21, Inc.	84	1,306	0.5%	1.2%
Luxottica Group S.P.A	451	865	0.4%	1.2%
American Eagle Outfitters, Inc.	208	1,271	0.5%	1.2%
Ascena Retail Group, Inc.	323	1,746	0.7%	1.2%
Ann, Inc.	207	1,254	0.5%	1.0%

Top Anchors (sorted by percentage of total square footage in U.S. properties) ⁽¹⁾

Tenant


Macy's, Inc.	155	28,805	11.9%	0.5%
Sears Holdings Corporation	118	18,477	7.7%	0.2%
J.C. Penney Co., Inc.	110	16,246	6.7%	0.5%
Dillard's, Inc.	65	10,437	4.3%	0.1%
Nordstrom, Inc.	28	4,745	2.0%	0.1%
Belk, Inc.	17	2,385	1.0%	0.2%
The Bon-Ton Stores, Inc.	20	2,147	0.9%	0.1%
Target Corporation	12	1,676	0.7%	–
Dick's Sporting Goods, Inc.	23	1,548	0.6%	0.4%
The Neiman Marcus Group, Inc.	10	1,265	0.5%	–
Lord and Taylor	9	1,231	0.5%	–
Kohl's Corporation	12	1,028	0.4%	0.1%
Saks Incorporated	8	986	0.4%	0.1%

(1): Includes space leased and owned by anchors in U.S. Malls.

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Capital Expenditures
(In thousands)

			Unconsolidated Properties

	Consolidated Properties		Total		Our Share

New development projects	$	34,022	$	173,597	$	82,764
Redevelopment projects with incremental square footage and/or anchor replacement		196,178		98,665		48,699
Redevelopment projects with no incremental square footage		26,377		9,965		4,924


Subtotal new development and redevelopment projects		256,577		282,227		136,387
Tenant allowances		63,589		24,545		10,558
Operational capital expenditures at properties:
CAM expenditures ⁽¹⁾		22,527		19,270		8,631
Non-CAM expenditures		10,253		9,002		3,672


Totals	$	352,946	$	335,044	$	159,248

Conversion from accrual to cash basis		41,344		8,538		4,058


Capital Expenditures for the Six Months Ended 6/30/13 ⁽²⁾	$	394,290	$	343,582	$	163,306


Capital Expenditures for the Six Months Ended 6/30/12 ⁽²⁾	$	343,830	$	268,213	$	126,194

(1): Expenditures included in the pool of expenses allocated to tenants as CAM.
(2): Agrees with the line item "Capital expenditures" on the Combined Statements of Cash Flows for the consolidated properties. No statement of cash flows is prepared for the joint venture properties; however, the above reconciliation was completed in the same manner as the reconciliation for the consolidated properties.

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Development Activity Summary
As of June 30, 2013
(In millions, except percent)



Platform Project Type	Projected Gross Cost		Projected Net Cost		Our Share of Net Cost		Blended Stabilized Rate of Return		Total Construction in Progress		Our Share of Total Construction in Progress
Malls
Redevelopments	$	640	$	632	$	530		8%	$	241	$	212

Premium Outlets
New Developments	$	553	$	528	$	272		10%	$	286	$	149
Redevelopments	$	462	$	462	$	453		12%	$	91	$	90

The Mills
Redevelopments	$	34	$	24	$	22		16%	$	13	$	12

Community/Lifestyle Centers
Redevelopments	$	38	$	37	$	34		9%	$	21	$	21
Totals	$	1,727	$	1,683	$	1,311		10%	$	652	$	484

Notes:

•: Represents projects under construction; new development and redevelopment projects with budgeted gross costs in excess of $5 million; and anchor/big box additions with budgeted gross costs in excess of $2 million.
•: Projected Gross Cost includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legal and other fees, marketing costs, cost of capital, and other related costs.
•: Projected Net Cost includes cost recoveries such as land sales, tenant reimbursements, Tax Increment Financing (TIF), CAM, and other such recoveries.
•: Costs and returns are based upon current budget assumptions; actual costs may vary.

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Development Activity Report⁽¹⁾
As of June 30, 2013

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

Malls - Redevelopments
Meadowood Mall - Reno, NV	Redevelopment	7/13	50%
Penn Square Mall - Oklahoma City, OK	Redevelopment	7/13	94.5%
Firewheel Town Center - Garland (Dallas), TX	Toys "R" Us/ Babies "R" Us	9/13	100%
Walt Whitman Shops - Huntington Station (New York), NY	Reconfiguration and 52,000 SF expansion of small shop space and restaurants	9/13	100%
Dover Mall - Dover, DE	Dick's Sporting Goods	10/13	68.1%
Prien Lake Mall - Lake Charles, LA	Dick's Sporting Goods	10/13	100%
Shops at Nanuet, The - Nanuet (New York), NY	Redevelopment of enclosed mall into open-air center	10/13	100%
Virginia Center Commons - Glen Allen, VA	American Family Fitness	10/13	100%
Bowie Town Center - Bowie (Washington, D.C.), MD	LA Fitness	11/13	100%
Briarwood Mall - Ann Arbor, MI	Redevelopment	11/13	50%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase I redevelopment including common area renovation and new dining pavilion (11/13); addition of small shops in former food court space (7/14)	11/13	50%
Empire Mall - Sioux Falls, SD	Redevelopment	11/13	100%
Lindale Mall - Cedar Rapids, IA	25,000 SF expansion	11/13	100%

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Development Activity Report⁽¹⁾
As of June 30, 2013

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

Malls - Redevelopments
Miller Hill Mall - Duluth, MN	Dick's Sporting Goods	11/13	100%
Montgomery Mall - North Wales (Philadelphia), PA	Wegmans	11/13	60%
Stanford Shopping Center - Palo Alto (San Jose), CA	Container Store	11/13	100%
Woodland Hills Mall - Tulsa, OK	Redevelopment	11/13	94.5%
Brea Mall - Brea (Los Angeles), CA	Redevelopment	12/13	100%
Domain, The - Austin, TX	Punch Bowl Social	12/13	100%
Firewheel Town Center - Garland (Dallas), TX	280 Phase II residential units	12/13	50%
White Oaks Mall - Springfield, IL	L.A. Fitness	12/13	80.7%
Mall at Chestnut Hill, The - Chestnut Hill (Boston), MA	The Cheesecake Factory	2/14	94.4%
Coddingtown Mall - Santa Rosa, CA	Target	3/14	50%
Empire Mall - Sioux Falls, SD	Dick's Sporting Goods	3/14	100%
King of Prussia - King of Prussia (Philadelphia), PA	Container Store	3/14	96.1%
Plaza Carolina - Carolina (San Juan), PR	Sports Authority	3/14	100%
White Oaks Mall - Springfield, IL	Reconfigure former theater space into small shops	3/14	80.7%
Lenox Square - Atlanta, GA	Redevelopment	5/14	100%
Great Lakes Mall - Mentor (Cleveland), OH	Dick's Sporting Goods	6/14	100%
Southdale Center - Edina (Minneapolis), MN	230 residential units	9/14	50%
St. Johns Town Center - Jacksonville, FL	Addition of Nordstrom and 34,000 SF small shop expansion	10/14	50%

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Development Activity Report⁽¹⁾
As of June 30, 2013

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

Premium Outlets - New Developments
St. Louis Premium Outlets - Chesterfield (St. Louis), MO	350,000 SF upscale Premium Outlet Center	8/13	60%
Toronto Premium Outlets - Halton Hills (Ontario), Canada	360,000 SF upscale Premium Outlet Center	8/13	50%
Busan Premium Outlets - Busan, Korea	340,000 SF upscale Premium Outlet Center	8/13	50%
Premium Outlets Montreal - Mirabel (Quebec), Canada	360,000 SF upscale Premium Outlet Center	10/14	50%

Premium Outlets - Redevelopments
Orlando Premium Outlets-Vineland Ave - Orlando, FL	105,000 SF expansion	10/13	100%
Johor Premium Outlets - Johor, Malaysia	108,000 SF expansion	11/13	50%
Desert Hills Premium Outlets - Cabazon (Palm Springs), CA	147,000 SF expansion, redevelopment and parking deck	4/14	100%
Waikele Premium Outlets - Waipahu (Honolulu), HI	Redevelopment and 5,000 square foot expansion	1/15	100%
Las Vegas Premium Outlets-North - Las Vegas, NV	140,000 SF expansion	5/15	100%
Woodbury Common Premium Outlets - Central Valley (New York), NY	Redevelopment and 63,000 square foot expansion	3/16	100%

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Development Activity Report⁽¹⁾
As of June 30, 2013

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

The Mills - Redevelopments
Gurnee Mills - Gurnee (Chicago), IL	Macy's addition and redevelopment	7/13	100%
Colorado Mills - Lakewood (Denver), CO	H&M	9/13	37.5%
Potomac Mills - Woodbridge (Washington, DC), VA	Relocation of Saks Fifth Avenue OFF 5TH (11/13) and addition of Christmas Tree Shops and Buy Buy Baby (2/14)	11/13	100%

Community/Lifestyle Centers - Redevelopments
University Town Plaza - Pensacola, FL	Redevelopment of enclosed mall into open-air center	9/13	100%
Village Park Plaza - Carmel (Indianapolis), IN	Redevelopment	11/13	35.7%

(1): Projects listed represent projects that are under construction; new development and redevelopment projects with budgeted gross costs in excess of $5 million; and anchor/big box additions with budgeted gross costs in excess of $2 million.

2Q 2013 SUPPLEMENTAL

Table of Contents

U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Openings During the First Six Months of 2013
Apple Blossom Mall - Winchester, VA	Mall	Carmike Cinema	Carmike Cinema (former)
Cordova Mall - Pensacola, FL	Mall	Dick's Sporting Goods	Belk ⁽¹⁾
Denver West Village - Lakewood (Denver), CO	Community/Lifestyle	Cost Plus World Market	Ultimate Electronics
		Marshalls	Ultimate Electronics
Domain, The - Austin, TX	Mall	Arhaus Furniture	Borders
Empire East - Sioux Falls, SD	Community/Lifestyle	Ulta	N/A
Opry Mills - Nashville, TN	Mills	H&M	Gibson Guitar
Penn Square Mall - Oklahoma City, OK	Mall	AMC Theatres	Dickinson Theatres
Sawgrass Mills - Sunrise (Miami), FL	Mills	Forever 21 (expansion)	Wannado
South Hills Village - Pittsburgh, PA	Mall	Target	Boscov's
South Shore Plaza - Braintree (Boston), MA	Mall	DSW	Filene's
Town Center at Boca Raton - Boca Raton (Miami), FL	Mall	Container Store	Old Navy
University Town Plaza - Pensacola, FL	Community/Lifestyle	Academy Sports	N/A
Virginia Center Commons - Glen Allen, VA	Mall	American Family Fitness	Dillard's

Openings Projected for the Remainder of 2013
Arizona Mills - Tempe (Phoenix), AZ	Mills	Conn's Electronic & Appliance	Linens 'n Things
Arundel Mills - Baltimore (Washington, D.C.), MD	Mills	Forever 21	Virgin Megastore
Bloomingdale Court - Bloomingdale (Chicago), IL	Community/Lifestyle	Wal-Mart (expansion)	N/A
Bowie Town Center - Bowie (Washington, D.C.), MD	Mall	L.A. Fitness	Bed Bath & Beyond
Clay Terrace - Carmel (Indianapolis), IN	Community/Lifestyle	St. Vincent's Sports Performance	Circuit City
Colorado Mills - Lakewood (Denver), CO	Mills	Forever 21	Borders
		H&M	Eddie Bauer
Cottonwood Mall - Albuquerque, NM	Mall	Conn's Electronic & Appliance	Mervyn's
Domain, The - Austin, TX	Mall	Punch Bowl Social	N/A
Dover Mall - Dover, DE	Mall	Dick's Sporting Goods	N/A
Empire Mall - Sioux Falls, SD	Mall	Dick's Sporting Goods	N/A
Firewheel Town Center - Garland (Dallas), TX	Mall	Toys "R" Us/ Babies "R" Us	Circuit City
Gateway Center - Austin, TX	Community/Lifestyle	Paul Mitchell Salon/School	Comp USA

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U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Gurnee Mills - Gurnee (Chicago), IL	Mills	Macy's	Circuit City
Irving Mall - Irving (Dallas), TX	Mall	Fitness Connection	Circuit City
		Shoppers World	Barnes & Noble
Lima Center - Lima, OH	Community/Lifestyle	Ulta	General Cinema
Miller Hill Mall - Duluth, MN	Mall	Dick's Sporting Goods	N/A
Montgomery Mall - North Wales (Philadelphia), PA	Mall	Wegmans	Boscov's
Potomac Mills - Woodbridge (Washington, D.C.), VA	Mills	Saks Fifth Avenue OFF 5TH ⁽²⁾	N/A
Prien Lake Mall - Lake Charles, LA	Mall	Dick's Sporting Goods	N/A
Shops at Nanuet, The - Nanuet (New York), NY	Mall	Fairway Market	N/A
		24 Hour Fitness	N/A
Stanford Shopping Center - Palo Alto (San Jose), CA	Mall	Container Store	Andronico's
Sunland Park Mall - El Paso, TX	Mall	Cinemark Theatre	N/A
University Center - Mishawaka, IN	Community/Lifestyle	Ross Dress for Less	Linens 'n Things
University Town Plaza - Pensacola, FL	Community/Lifestyle	Burlington Coat Factory	N/A
		Toys "R" Us	N/A
White Oaks Mall - Springfield, IL	Mall	L.A. Fitness	Cost Plus World Market
Woodfield Mall - Schaumburg (Chicago), IL	Mall	Arhaus Furniture	N/A

Openings Projected for 2014
Coconut Point - Estero, FL	Mall	Michaels	Old Navy
Coddingtown Mall - Santa Rosa, CA	Mall	Target	Gottschalks
Concord Mills - Concord (Charlotte), NC	Mills	Sea Life	Nascar Speed Park
Florida Mall, The - Orlando, FL	Mall	American Girl	N/A
		Zara	N/A
Gaitway Plaza - Ocala, FL	Community/Lifestyle	Michaels	Books-A-Million
Great Lakes Mall - Mentor (Cleveland), OH	Mall	Dick's Sporting Goods	N/A
Katy Mills - Katy (Houston), TX	Mills	Ross Dress for Less	Circuit City
King of Prussia - King of Prussia (Philadelphia), PA	Mall	Container Store	N/A

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U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Plaza Carolina - Carolina (San Juan), PR	Mall	Sports Authority	N/A
Potomac Mills - Woodbridge (Washington, D.C.), VA	Mills	Buy Buy Baby/Christmas Tree Shops	N/A
St. Johns Town Center - Jacksonville, FL	Mall	Nordstrom	N/A
Stanford Shopping Center - Palo Alto, CA	Mall	Bloomingdale's ⁽³⁾	N/A

Openings Projected for 2015 and Beyond
Del Amo Fashion Center - Los Angeles, CA	Mall	Nordstrom	N/A
Roosevelt Field - Garden City (New York), NY	Mall	Neiman Marcus	N/A

(1): Tenant has relocated to another space within the center.
(2): Tenant is relocating to another location within the center.
(3): Bloomingdale's has an existing store at this center but will move to a new location.

2Q 2013 SUPPLEMENTAL

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Common and Preferred Stock Information

Changes in Common Share and Limited Partnership Unit Ownership
For the Period from December 31, 2012 through June 30, 2013



Number Outstanding at December 31, 2012	309,903,824	51,952,554
First Quarter Activity:
Issuance of Common Stock for Stock Option Exercises	1,567	–
Exchange of Limited Partnership Units for Common Stock	133,192	(133,192	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned (3)	9,288	489,654

Number Outstanding at March 31, 2013	310,047,871	52,309,016
Second Quarter Activity:
Exchange of Limited Partnership Units for Common Stock	184,970	(184,970	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned (3)	101,285	–

Number Outstanding at June 30, 2013	310,334,126	52,124,046

Number of Limited Partnership Units and Common Shares at June 30, 2013	362,458,172

Preferred Stock/Units Outstanding as of June 30, 2013
($ in 000's, except per share amounts)

Issuer	Description		Per Share Liquidation Preference		Aggregate Liquidation Preference

Preferred Stock:
Simon Property Group, Inc.	Series J 8.375% Cumulative Redeemable (4)	796,948	$	50.00	$	39,847	SPGPrJ
Preferred Units:
Simon Property Group, L.P.	7.50% Cumulative Redeemable (5)	255,373	$	100.00	$	25,537	N/A

(1): Excludes Limited Partnership preferred units relating to preferred stock outstanding.
(2): Excludes units owned by the Company (shown here as Common Shares) and Limited Partnership units not exchangeable for common shares.
(3): Represents restricted stock awards and earned LTIP units issued pursuant to the Operating Partnership's 1998 Stock Incentive Plan, net of forfeitures.
(4): Each share is redeemable on or after October 15, 2027. The shares are traded on the New York Stock Exchange. The closing price on June 28, 2013 was $67.20 per share.
(5): Each unit is redeemable after November 10, 2013 or upon the occurrence of certain tax triggering events.

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Credit Profile
(As of December 31, unless otherwise indicated)

2Q 2013 SUPPLEMENTAL

Table of Contents

Summary of Indebtedness
As of June 30, 2013
(In thousands)

	Total Indebtedness			Our Share of Indebtedness

Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	7,922,746		$	7,765,775		5.68%	4.4
Variable Rate Debt		71,524			71,524		3.75%	0.8

Total Mortgage Debt		7,994,270			7,837,299		5.67%	4.4
Unsecured Debt
Fixed Rate		13,009,482			13,009,482		5.08%	6.9
Revolving Credit Facility - Euro Currency		1,173,222			1,173,222		1.02%	3.3
Supplemental Credit Facility - Yen Currency		226,101			226,101		1.07%	4.0

Total Revolving Credit Facilities		1,399,323			1,399,323		1.03%	3.4
Unsecured Term Loan		240,000			240,000		1.29%	4.7

Total Unsecured Debt		14,648,805			14,648,805		4.63%	6.5
Premium		84,811			84,245
Discount		(40,264	)		(40,264	)

Consolidated Mortgages and Unsecured Indebtedness (1)	$	22,687,622		$	22,530,085		4.99%	5.8

Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	10,080,407		$	4,796,966		5.11%	6.0
Variable Rate Debt		988,337			443,476		2.36%	3.4
Mills Limited Partnership Debt (2)		890,841			356,195		–	–

Total Mortgage Debt		11,959,585			5,596,637		4.88%	5.8
Premium		5,279			2,639

Joint Venture Mortgages and Other Indebtedness (1)	$	11,964,864		$	5,599,276		4.88%	5.8


Our Share of Total Indebtedness				$	28,129,361		4.97%	5.8

(1): Amounts give effect to outstanding derivative instruments as footnoted in the Property and Debt Information.
(2): See footnote 23 on the Property and Debt Information.

		Our Share of Indebtedness

Summary of Our Share of Fixed and Variable Rate Debt
Consolidated	92.4%	$	20,819,238	5.30%	5.9
Fixed	7.6%		1,710,847	1.18%	3.5

Variable	100.0%		22,530,085	4.99%	5.8
Joint Venture
Fixed	89.6%	$	5,015,299	5.11%	6.0
Variable	10.4%		583,977	2.36%	3.4

	100.0%		5,599,276	4.88%	5.8
Total Debt		$	28,129,361


Total Fixed Debt	91.8%	$	25,834,537	5.27%	6.0


Total Variable Debt	8.2%	$	2,294,824	1.42%	3.5

2Q 2013 SUPPLEMENTAL

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Total Debt Amortization and Maturities by Year (Our Share)
As of June 30, 2013
(In thousands)

Year	Our Share of Unsecured Consolidated Debt				Our Share of Secured Consolidated Debt			Our Share of Unconsolidated Joint Venture Debt			Our Share of Total Debt


2013		75,000		7.18%		38,233	–		217,764	4.11%		330,997	5.65	%
2014		934,482		6.09%		1,374,786	5.97%		596,829	5.99%		2,906,097	6.01	%
2015		1,600,000		5.12%		372,541	6.19%		964,552	5.02%		2,937,093	5.21	%
2016		2,473,222		3.65%		2,719,296	6.14%		537,549	6.28%		5,730,067	5.06	%
2017		1,826,101		3.21%		1,390,070	5.83%		424,186	5.81%		3,640,357	4.51	%
2018		1,990,000		3.92%		39,967	–		225,078	1.97%		2,255,045	3.71	%
2019		650,000		10.35%		168,043	7.68%		196,009	4.07%		1,014,052	9.55	%
2020		1,250,000		5.65%		110,075	5.01%		491,834	5.62%		1,851,909	5.61	%
2021		1,600,000		4.27%		440,712	5.44%		795,815	4.81%		2,836,527	4.61	%
2022		600,000		3.38%		558,211	4.14%		629,496	4.28%		1,787,707	3.95	%
Thereafter		1,650,000		4.87%		625,365	4.00%		517,525	3.69%		2,792,890	4.40	%

Face Amounts of Indebtedness	$	14,648,805		4.63%	$	7,837,299	5.67%	$	5,596,637	4.88%	$	28,082,741	4.97	%
Premiums (Discounts) on Indebtedness, Net		(37,043	)			81,024			2,639			46,620

Our Share of Total Indebtedness	$	14,611,762			$	7,918,323		$	5,599,276		$	28,129,361

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share
	Malls
1.	Anderson Mall	SC	Anderson		100.0%			671,312	12/01/22			4.61%	Fixed		20,656		20,656
2.	Apple Blossom Mall	VA	Winchester		49.1%			471,530	(2)
3.	Arsenal Mall	MA	Watertown (Boston)		100.0%			439,283	(2)
4.	Auburn Mall	MA	Auburn		56.4%			587,472	09/01/20			6.02%	Fixed		40,613		22,894
5.	Aventura Mall (3)	FL	Miami Beach (Miami)		33.3%			2,105,817	12/11/17			5.91%	Fixed		430,000		143,333
6.	Avenues, The	FL	Jacksonville		25.0%	(4)		1,116,526	02/06/23			3.60%	Fixed		110,000		27,500
7.	Bangor Mall	ME	Bangor		67.1%	(5)		652,531	10/01/17			6.15%	Fixed		80,000		53,672
8.	Barton Creek Square	TX	Austin		100.0%			1,429,845	(2)
9.	Battlefield Mall	MO	Springfield		100.0%			1,199,012	09/01/22			3.95%	Fixed		125,000		125,000
10.	Bay Park Square	WI	Green Bay		100.0%			711,737	(2)
11.	Bowie Town Center	MD	Bowie (Washington, D.C.)		100.0%			685,731	(2)
12.	Boynton Beach Mall	FL	Boynton Beach (Miami)		100.0%			1,093,886	(2)
13.	Brea Mall	CA	Brea (Los Angeles)		100.0%			1,320,750	(2)
14.	Briarwood Mall	MI	Ann Arbor		50.0%			971,528	11/30/16	(6)		7.50%	Fixed		113,275		56,638
15.	Broadway Square	TX	Tyler		100.0%			627,024	(2)
16.	Brunswick Square	NJ	East Brunswick (New York)		100.0%			760,306	08/11/14			5.65%	Fixed		77,435		77,435
17.	Burlington Mall	MA	Burlington (Boston)		100.0%			1,317,275	(2)
18.	Cape Cod Mall	MA	Hyannis		56.4%			721,330	03/06/21			5.75%	Fixed		97,218		54,802
19.	Castleton Square	IN	Indianapolis		100.0%			1,383,407	(2)
20.	Charlottesville Fashion Square	VA	Charlottesville		100.0%			576,124	(2)
21.	Chautauqua Mall	NY	Lakewood		100.0%			429,305	(2)
22.	Chesapeake Square	VA	Chesapeake (Virginia Beach)		75.0%	(7)		759,895	08/01/14			5.84%	Fixed		65,974		49,480
23.	Cielo Vista Mall	TX	El Paso		100.0%			1,241,534	(2)
24.	Circle Centre	IN	Indianapolis		14.7%	(4)		771,594	01/28/20	(8)		3.09%	Variable		67,000		9,822
25.	Coconut Point	FL	Estero		50.0%			1,204,900	12/10/16			5.83%	Fixed		230,000		115,000
26.	Coddingtown Mall	CA	Santa Rosa		50.0%			627,927	10/01/13			3.09%	Variable		12,750		12,750
27.	College Mall	IN	Bloomington		100.0%			630,758	(2)
28.	Columbia Center	WA	Kennewick		100.0%			770,484	(2)
29.	Copley Place	MA	Boston		98.1%			1,241,760	(2)
30.	Coral Square	FL	Coral Springs (Miami)		97.2%			943,812	(2)
31.	Cordova Mall	FL	Pensacola		100.0%			832,865	(2)
32.	Cottonwood Mall	NM	Albuquerque		100.0%			1,034,614	(2)
33.	Crystal Mall	CT	Waterford		78.2%			783,236	06/06/22			4.46%	Fixed		95,000		74,276
34.	Dadeland Mall	FL	Miami		50.0%			1,449,053	12/05/21			4.50%	Fixed		450,000		225,000
35.	Del Amo Fashion Center	CA	Torrance (Los Angeles)		50.0%			2,313,731	01/17/18	(8)		2.19%	Variable		310,000		155,000

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

36.	Domain, The	TX	Austin		100.0%			1,214,527	08/01/21			5.44%	Fixed		203,185		203,185
37.	Dover Mall	DE	Dover		68.1%			859,328	08/06/21			5.57%	Fixed		91,806		62,511
38.	Edison Mall	FL	Fort Myers		100.0%			1,053,847	(2)
39.	Emerald Square	MA	North Attleboro (Providence, RI)		56.4%			1,022,740	08/11/22			4.71%	Fixed		113,578		64,024
40.	Empire Mall	SD	Sioux Falls		100.0%			1,037,941	06/01/16			5.79%	Fixed		176,300		176,300
41.	Falls, The	FL	Miami		50.0%			839,223	11/30/16	(6)		7.50%	Fixed		109,500		54,750
42.	Fashion Centre at Pentagon	VA	Arlington (Washington, DC)		42.5%			988,828	07/01/21			5.11%	Fixed		40,000		17,000
	City								07/01/21			4.87%	Fixed		410,000		174,250
43.	Fashion Mall at Keystone, The	IN	Indianapolis		100.0%			710,066	(2)
44.	Fashion Valley	CA	San Diego		50.0%			1,728,734	01/04/21			4.30%	Fixed		475,000		237,500
									05/01/14			6.00%	Fixed		5,690		2,845
45.	Firewheel Town Center	TX	Garland (Dallas)		100.0%			998,873	(2)
46.	Florida Mall, The	FL	Orlando		50.0%			1,770,372	09/05/20			5.25%	Fixed		359,765		179,883
47.	Forest Mall	WI	Fond Du Lac		100.0%			500,273	(2)
48.	Forum Shops at Caesars, The	NV	Las Vegas		100.0%			672,153	(2)
49.	Galleria, The	TX	Houston		50.4%			2,237,129	12/01/15			5.44%	Fixed		643,583		324,173
									12/01/15			5.44%	Fixed		177,417		89,365
50.	Great Lakes Mall	OH	Mentor (Cleveland)		100.0%			1,232,361	(2)
51.	Greendale Mall	MA	Worcester (Boston)		56.4%			429,711	10/01/16			6.00%	Fixed		45,000		25,367
52.	Greenwood Park Mall	IN	Greenwood (Indianapolis)		100.0%			1,288,470	08/01/16	(9)		8.00%	Fixed		77,121		77,121
53.	Gulf View Square	FL	Port Richey (Tampa)		100.0%			752,700	(2)
54.	Haywood Mall	SC	Greenville		100.0%			1,229,141	(2)
55.	Independence Center	MO	Independence (Kansas City)		100.0%			866,145	07/10/17			5.94%	Fixed		200,000		200,000
56.	Indian River Mall	FL	Vero Beach		50.0%			736,291	11/01/14			5.21%	Fixed		61,976		30,988
57.	Ingram Park Mall	TX	San Antonio		100.0%			1,124,899	06/01/21			5.38%	Fixed		141,143		141,143
58.	Irving Mall	TX	Irving (Dallas)		100.0%			1,052,527	(2)
59.	Jefferson Valley Mall	NY	Yorktown Heights (New York)		100.0%			556,215	(2)
60.	King of Prussia Mall	PA	King of Prussia		96.1%			2,469,640	01/01/17			7.49%	Fixed		72,536		69,698
			(Philadelphia)						01/01/17			8.53%	Fixed		5,185		4,982
									01/01/17			4.50%	Fixed		50,000		48,044
61.	Knoxville Center	TN	Knoxville		100.0%			961,007	(2)
62.	La Plaza Mall	TX	McAllen		100.0%			1,220,879	(2)
63.	Lakeline Mall	TX	Cedar Park (Austin)		100.0%			1,097,510	(2)
64.	Lehigh Valley Mall	PA	Whitehall		38.0%	(5)		1,180,138	07/05/20			5.88%	Fixed		134,570		51,083

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity	Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date	Rate (1)		Type	Total		Our Share

65.	Lenox Square	GA	Atlanta		100.0%			1,560,360	(2)
66.	Liberty Tree Mall	MA	Danvers (Boston)		49.1%			856,240	05/06/23		3.41%	Fixed		34,947		17,172
67.	Lima Mall	OH	Lima		100.0%			743,356	(2)
68.	Lincolnwood Town Center	IL	Lincolnwood (Chicago)		100.0%			421,773	(2)
69.	Lindale Mall	IA	Cedar Rapids		100.0%			689,470	(2)
70.	Livingston Mall	NJ	Livingston (New York)		100.0%			968,352	(2)
71.	Longview Mall	TX	Longview		100.0%			638,520	(2)
72.	Mall at Chestnut Hill, The	MA	Chestnut Hill (Boston)		94.4%			466,177	(2)
73.	Mall at Rockingham Park, The	NH	Salem (Boston)		28.2%			1,025,306	03/10/17		5.61%	Fixed		260,000		73,282
74.	Mall at Tuttle Crossing, The	OH	Dublin (Columbus)		50.0%			1,128,978	05/01/23		3.56%	Fixed		125,000		62,500
75.	Mall of Georgia	GA	Buford (Atlanta)		100.0%			1,821,669	(2)
76.	Mall of New Hampshire, The	NH	Manchester		56.4%			811,076	10/05/15		6.23%	Fixed		128,263		72,302
77.	Maplewood Mall	MN	St. Paul (Minneapolis)		100.0%			926,291	(2)
78.	Markland Mall	IN	Kokomo		100.0%			417,288	(2)
79.	McCain Mall	AR	N. Little Rock		100.0%			786,997	(2)
80.	Meadowood Mall	NV	Reno		50.0%			883,536	11/06/21		5.82%	Fixed		122,610		61,305
81.	Melbourne Square	FL	Melbourne		100.0%			703,631	(2)
82.	Menlo Park Mall	NJ	Edison (New York)		100.0%			1,319,190	(2)
83.	Mesa Mall	CO	Grand Junction		100.0%			881,754	06/01/16		5.79%	Fixed		87,250		87,250
84.	Miami International Mall	FL	Miami		47.8%			1,080,228	10/01/13		5.35%	Fixed		87,558		41,832
85.	Midland Park Mall	TX	Midland		100.0%			615,379	09/06/22		4.35%	Fixed		83,981		83,981
86.	Miller Hill Mall	MN	Duluth		100.0%			784,064	(2)
87.	Montgomery Mall	PA	North Wales (Philadelphia)		60.0%	(5)		986,815	05/11/34		5.17%	Fixed		81,293		48,768
88.	Muncie Mall	IN	Muncie		100.0%			630,614	(2)
89.	North East Mall	TX	Hurst (Dallas)		100.0%			1,670,121	(2)
90.	Northfield Square	IL	Bourbonnais		71.7%	(7)		530,325	02/11/14		6.05%	Fixed		25,437		18,234
91.	Northgate Mall	WA	Seattle		100.0%			1,052,036	(2)
92.	Northlake Mall	GA	Atlanta		100.0%			963,134	(2)
93.	Northshore Mall	MA	Peabody (Boston)		56.4%			1,592,124	07/05/23		3.30%	Fixed		275,000		155,018
94.	Northwoods Mall	IL	Peoria		100.0%			693,519	(2)
95.	Oak Court Mall	TN	Memphis		100.0%			849,645	(2)
96.	Ocean County Mall	NJ	Toms River (New York)		100.0%			891,621	(2)
97.	Orange Park Mall	FL	Orange Park (Jacksonville)		100.0%			959,331	(2)
98.	Orland Square	IL	Orland Park (Chicago)		100.0%			1,235,561	(2)
99.	Oxford Valley Mall	PA	Langhorne (Philadelphia)		64.9%	(5)		1,331,634	12/07/20		4.77%	Fixed		68,300		44,358

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

100.	Paddock Mall	FL	Ocala		100.0%			557,010	(2)
101.	Penn Square Mall	OK	Oklahoma City		94.5%			1,059,301	04/01/16			7.75%	Fixed		95,851		90,575
102.	Pheasant Lane Mall	NH	Nashua		(10)			979,642	(2)
103.	Phipps Plaza	GA	Atlanta		100.0%			830,794	(2)
104.	Plaza Carolina	PR	Carolina (San Juan)		100.0%			1,100,901	06/01/14			7.50%	Fixed		86,184		86,184
									06/01/14	(11)		7.63%	Fixed		92,529		92,529
105.	Port Charlotte Town Center	FL	Port Charlotte		80.0%	(7)		764,915	11/01/20			5.30%	Fixed		46,772		37,419
106.	Prien Lake Mall	LA	Lake Charles		100.0%			789,040	(2)
107.	Quaker Bridge Mall	NJ	Lawrenceville		50.0%			1,077,255	04/01/16			7.03%	Fixed		14,465		7,233
									04/01/16			2.95%	Fixed		62,000		31,000
108.	Richmond Town Square	OH	Richmond Heights (Cleveland)		100.0%			1,011,672	(2)
109.	River Oaks Center	IL	Calumet City (Chicago)		100.0%			1,192,836	(2)
110.	Rockaway Townsquare	NJ	Rockaway (New York)		100.0%			1,247,371	(2)
111.	Rolling Oaks Mall	TX	San Antonio		100.0%			882,349	(2)
112.	Roosevelt Field	NY	Garden City (New York)		100.0%			2,247,413	(2)
113.	Ross Park Mall	PA	Pittsburgh		100.0%			1,239,788	(2)
114.	Rushmore Mall	SD	Rapid City		100.0%			829,293	06/01/16			5.79%	Fixed		94,000		94,000
115.	Santa Rosa Plaza	CA	Santa Rosa		100.0%			694,116	(2)
116.	Seminole Towne Center	FL	Sanford (Orlando)		45.0%	(4)		1,104,601	05/06/21			5.97%	Fixed		58,532		7,609
117.	Shops at Mission Viejo, The	CA	Mission Viejo (Los Angeles)		51.0%			1,152,658	02/01/23			3.61%	Fixed		295,000		150,450
118.	Shops at Riverside, The	NJ	Hackensack (New York)		100.0%			771,164	02/01/23			3.37%	Fixed		130,000		130,000
119.	Shops at Sunset Place, The	FL	S. Miami		37.5%	(4)		514,205	09/01/20			5.62%	Fixed		74,883		28,081
120.	Smith Haven Mall	NY	Lake Grove (New York)		25.0%	(4)		1,291,828	03/01/16			5.16%	Fixed		180,000		45,000
121.	Solomon Pond Mall	MA	Marlborough (Boston)		56.4%			883,531	11/01/22			4.01%	Fixed		108,906		61,391
122.	South Hills Village	PA	Pittsburgh		100.0%			1,120,239	(2)
123.	South Shore Plaza	MA	Braintree (Boston)		100.0%			1,590,235	(2)
124.	Southdale Center	MN	Edina (Minneapolis)		100.0%			1,284,228	04/01/23			3.84%	Fixed		155,000		155,000
125.	Southern Hills Mall	IA	Sioux City		100.0%			794,426	06/01/16			5.79%	Fixed		101,500		101,500
126.	Southern Park Mall	OH	Youngstown		100.0%			1,202,645	(2)
127.	SouthPark	NC	Charlotte		100.0%			1,621,683	08/01/16	(9)		8.00%	Fixed		190,876		190,876
128.	Southridge Mall	WI	Greendale (Milwaukee)		100.0%			1,171,344	06/06/23			3.85%	Fixed		125,000		125,000
129.	Springfield Mall (3)	PA	Springfield (Philadelphia)		38.0%	(5)		610,919	11/30/15	(11)		4.77%	Fixed		64,450		24,485
130.	Square One Mall	MA	Saugus (Boston)		56.4%			930,774	01/06/22			5.47%	Fixed		98,170		55,338
131.	St. Charles Towne Center	MD	Waldorf (Washington, D.C.)		100.0%			980,096	(2)

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

								Debt Information

				Legal		Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership		Square Feet		Date		Rate (1)		Type	Total		Our Share

132.	St. Johns Town Center	FL	Jacksonville		50.0%		1,235,037	03/11/15			5.06%	Fixed		162,123		81,062
								05/10/15	(8)		1.89%	Variable		77,401		38,700
								01/28/16	(8)		1.44%	Variable		458		229
133.	Stanford Shopping Center	CA	Palo Alto (San Jose)		100.0%		1,349,731	(2)
134.	Stoneridge Shopping Center	CA	Pleasanton (San Francisco)		49.9%		1,301,210	11/30/16	(6)		7.50%	Fixed		220,646		110,102
135.	Summit Mall	OH	Akron		100.0%		769,529	06/10/17			5.42%	Fixed		65,000		65,000
136.	Sunland Park Mall	TX	El Paso		100.0%		922,068	01/01/26			8.63%	Fixed		29,006		29,006
137.	Tacoma Mall	WA	Tacoma (Seattle)		100.0%		1,325,554	(2)
138.	Tippecanoe Mall	IN	Lafayette		100.0%		864,239	(2)
139.	Town Center at Aurora	CO	Aurora (Denver)		100.0%		1,082,240	(2)
140.	Town Center at Boca Raton	FL	Boca Raton (Miami)		100.0%		1,779,259	(2)
141.	Town Center at Cobb	GA	Kennesaw (Atlanta)		100.0%		1,280,024	05/01/22			4.76%	Fixed		200,000		200,000
142.	Towne East Square	KS	Wichita		100.0%		1,134,219	(2)
143.	Towne West Square	KS	Wichita		100.0%		941,344	06/01/21			5.61%	Fixed		49,706		49,706
144.	Treasure Coast Square	FL	Jensen Beach		100.0%		876,152	(2)
145.	Tyrone Square	FL	St. Petersburg (Tampa)		100.0%		1,094,864	(2)
146.	University Park Mall	IN	Mishawaka		100.0%		922,304	(2)
147.	Upper Valley Mall	OH	Springfield		100.0%		739,021	07/01/16	(8)(12)		5.89%	Fixed		43,256		43,256
148.	Valle Vista Mall	TX	Harlingen		100.0%		650,634	05/10/17			5.35%	Fixed		40,000		40,000
149.	Virginia Center Commons	VA	Glen Allen		100.0%		774,503	(2)
150.	Walt Whitman Shops	NY	Huntington Station (New York)		100.0%		996,812	08/01/16	(9)		8.00%	Fixed		117,610		117,610
151.	Washington Square	IN	Indianapolis		100.0%		967,702	07/01/16	(13)		5.94%	Fixed		25,213		25,213
152.	West Ridge Mall	KS	Topeka		100.0%		991,799	07/01/14			5.89%	Fixed		65,288		65,288
153.	West Town Mall	TN	Knoxville		50.0%		1,344,542	12/01/17			6.34%	Fixed		210,000		105,000
154.	Westchester, The	NY	White Plains (New York)		40.0%		826,439	05/05/20			6.00%	Fixed		359,869		143,947
155.	Westminster Mall	CA	Westminster (Los Angeles)		100.0%		1,210,148	(2)
156.	White Oaks Mall	IL	Springfield		80.7%		926,775	11/01/16			5.54%	Fixed		50,000		40,339
157.	Wolfchase Galleria	TN	Memphis		94.5%		1,152,196	04/01/17			5.64%	Fixed		225,000		212,616
158.	Woodfield Mall	IL	Schaumburg (Chicago)		50.0%		2,171,698	03/05/24			4.50%	Fixed		425,000		212,500
159.	Woodland Hills Mall	OK	Tulsa		94.5%		1,090,363	04/05/19			7.79%	Fixed		93,484		88,311

	Total Mall Square Footage						162,874,355

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

								Debt Information

				Legal		Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership		Square Feet		Date		Rate (1)		Type	Total		Our Share
	Premium Outlets
1.	Albertville Premium Outlets	MN	Albertville (Minneapolis)		100.0%		429,582	(2)
2.	Allen Premium Outlets	TX	Allen (Dallas)		100.0%		441,726	(2)
3.	Aurora Farms Premium Outlets	OH	Aurora (Cleveland)		100.0%		290,520	(2)
4.	Birch Run Premium Outlets	MI	Birch Run (Detroit)		100.0%		678,694	04/11/16	(14)		5.95%	Fixed		105,108		105,108
5.	Calhoun Premium Outlets	GA	Calhoun		100.0%		254,052	09/01/16	(15)		5.79%	Fixed		20,228		20,228
6.	Camarillo Premium Outlets	CA	Camarillo (Los Angeles)		100.0%		674,086	(2)
7.	Carlsbad Premium Outlets	CA	Carlsbad (San Diego)		100.0%		288,247	(2)
8.	Carolina Premium Outlets	NC	Smithfield (Raleigh)		100.0%		438,897	12/01/22			3.36%	Fixed		50,017		50,017
9.	Chicago Premium Outlets	IL	Aurora (Chicago)		100.0%		437,341	(2)
10.	Cincinnati Premium Outlets	OH	Monroe (Cincinnati)		100.0%		398,869	(2)
11.	Clinton Crossing Premium Outlets	CT	Clinton		100.0%		276,272	(2)
12.	Columbia Gorge Premium Outlets	OR	Troutdale (Portland)		100.0%		163,699	(2)
13.	Desert Hills Premium Outlets	CA	Cabazon (Palm Springs)		100.0%		498,093	(2)
14.	Edinburgh Premium Outlets	IN	Edinburgh (Indianapolis)		100.0%		377,816	(2)
15.	Ellenton Premium Outlets	FL	Ellenton (Tampa)		100.0%		476,662	01/11/16	(16)		5.51%	Fixed		103,381		103,381
16.	Folsom Premium Outlets	CA	Folsom (Sacramento)		100.0%		297,719	(2)
17.	Gaffney Premium Outlets	SC	Gaffney (Greenville/Charlotte)		100.0%		359,731	09/01/16	(15)		5.79%	Fixed		36,710		36,710
18.	Gilroy Premium Outlets	CA	Gilroy (San Jose)		100.0%		577,856	(2)
19.	Grand Prairie Premium Outlets	TX	Grand Prairie (Dallas)		100.0%		417,423	04/01/23			3.66%	Fixed		120,000		120,000
20.	Grove City Premium Outlets	PA	Grove City (Pittsburgh)		100.0%		531,780	01/11/16	(16)		5.51%	Fixed		111,606		111,606
21.	Gulfport Premium Outlets	MS	Gulfport		100.0%		299,513	01/11/16	(16)		5.51%	Fixed		24,900		24,900
22.	Hagerstown Premium Outlets	MD	Hagerstown (Baltimore/Washington DC)		100.0%		485,368	04/11/16	(14)		5.95%	Fixed		88,315		88,315
23.	Houston Premium Outlets	TX	Cypress (Houston)		100.0%		541,634	(2)
24.	Jackson Premium Outlets	NJ	Jackson (New York)		100.0%		285,636	(2)
25.	Jersey Shore Premium Outlets	NJ	Tinton Falls (New York)		100.0%		434,462	01/11/16	(16)		5.51%	Fixed		69,259		69,259
26.	Johnson Creek Premium Outlets	WI	Johnson Creek		100.0%		276,373	(2)
27.	Kittery Premium Outlets	ME	Kittery		100.0%		264,951	(2)
28.	Las Americas Premium Outlets	CA	San Diego		100.0%		554,966	06/11/16			5.84%	Fixed		179,844		179,844

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

								Debt Information

				Legal		Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership		Square Feet		Date		Rate (1)		Type	Total		Our Share

29.	Las Vegas Premium Outlets- North	NV	Las Vegas		100.0%		538,688	(2)
30.	Las Vegas Premium Outlets- South	NV	Las Vegas		100.0%		535,466	(2)
31.	Lebanon Premium Outlets	TN	Lebanon (Nashville)		100.0%		227,207	01/11/16	(16)		5.51%	Fixed		15,309		15,309
32.	Lee Premium Outlets	MA	Lee		100.0%		224,709	09/01/16	(15)		5.79%	Fixed		50,496		50,496
33.	Leesburg Corner Premium Outlets	VA	Leesburg (Washington D.C.)		100.0%		518,003	(2)
34.	Liberty Village Premium Outlets	NJ	Flemington (New York)		100.0%		162,198	(2)
35.	Lighthouse Place Premium Outlets	IN	Michigan City (Chicago, IL)		100.0%		454,634	(2)
36.	Livermore Premium Outlets	CA	Livermore (San Francisco)		100.0%		511,646	(2)
37.	Merrimack Premium Outlets	NH	Merrimack		100.0%		408,996	07/01/23			3.78%	Fixed		130,000		130,000
38.	Napa Premium Outlets	CA	Napa		100.0%		179,258	(2)
39.	North Bend Premium Outlets	WA	North Bend (Seattle)		100.0%		223,561	(2)
40.	North Georgia Premium Outlets	GA	Dawsonville (Atlanta)		100.0%		540,452	(2)
41.	Orlando Premium Outlets- International Dr	FL	Orlando		100.0%		773,532	(2)
42.	Orlando Premium Outlets- Vineland Ave	FL	Orlando		100.0%		549,651	(2)
43.	Osage Beach Premium Outlets	MO	Osage Beach		100.0%		392,641	(2)
44.	Petaluma Village Premium Outlets	CA	Petaluma (San Francisco)		100.0%		195,768	(2)
45.	Philadelphia Premium Outlets	PA	Limerick (Philadelphia)		100.0%		549,137	(2)
46.	Phoenix Premium Outlets	AZ	Chandler (Phoenix)		100.0%		353,873	(2)
47.	Pismo Beach Premium Outlets	CA	Pismo Beach		100.0%		147,416	11/06/16	(17)		5.84%	Fixed		33,850		33,850
48.	Pleasant Prairie Premium	WI	Pleasant Prairie (Chicago, IL/		100.0%		402,533	01/11/16	(16)		5.51%	Fixed		59,483		59,483
	Outlets		Milwaukee)					12/01/16			6.01%	Fixed		36,111		36,111
49.	Puerto Rico Premium Outlets	PR	Barceloneta		100.0%		341,894	05/01/14	(18)		3.75%	Variable		71,524		71,524
50.	Queenstown Premium Outlets	MD	Queenstown (Baltimore)		100.0%		289,270	11/06/16	(17)		5.84%	Fixed		66,150		66,150
51.	Rio Grande Valley Premium Outlets	TX	Mercedes (McAllen)		100.0%		604,105	(2)
52.	Round Rock Premium Outlets	TX	Round Rock (Austin)		100.0%		488,689	(2)

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

53.	San Marcos Premium Outlets	TX	San Marcos (Austin/San Antonio)		100.0%			731,692	01/11/16	(16)		5.51%	Fixed		141,561		141,561
54.	Seattle Premium Outlets	WA	Tulalip (Seattle)		100.0%			508,257	(2)
55.	Silver Sands Premium Outlets	FL	Destin		50.0%			451,191	06/01/22			3.93%	Fixed		100,000		50,000
56.	St. Augustine Premium Outlets	FL	St. Augustine (Jacksonsville)		100.0%			328,654	(2)
57.	Tanger Outlets—Galveston/Houston (3)	TX	Texas City		50.0%			352,075	(2)
58.	The Crossings Premium Outlets	PA	Tannersville		100.0%			411,353	12/01/22			3.41%	Fixed		115,000		115,000
59.	Vacaville Premium Outlets	CA	Vacaville		100.0%			437,281	(2)
60.	Waikele Premium Outlets	HI	Waipahu (Honolulu)		100.0%			209,732	(2)
61.	Waterloo Premium Outlets	NY	Waterloo		100.0%			417,741	(2)
62.	Williamsburg Premium Outlets	VA	Williamsburg		100.0%			521,952	04/11/16	(14)		5.95%	Fixed		102,029		102,029
63.	Woodburn Premium Outlets	OR	Woodburn (Portland)		100.0%			389,789	(2)
64.	Woodbury Common Premium Outlets	NY	Central Valley (New York)		100.0%			847,815	(2)
65.	Wrentham Village Premium Outlets	MA	Wrentham (Boston)		100.0%			660,092	(2)

	Total U.S. Premium Outlet Square Footage							27,332,919


	Total Mall and U.S. Premium Outlet Square Footage							190,207,274

	The Mills
1.	Arizona Mills	AZ	Tempe (Phoenix)		50.0%			1,239,681	07/01/20			5.76%	Fixed		168,549		84,274
2.	Arundel Mills	MD	Hanover (Baltimore)		59.3%			1,560,372	08/01/14			6.14%	Fixed		372,241		220,553
3.	Colorado Mills	CO	Lakewood (Denver)		37.5%	(4)		1,098,030	06/01/15			3.94%	Variable		128,451		48,169
4.	Concord Mills	NC	Concord (Charlotte)		59.3%			1,338,712	11/01/22			3.84%	Fixed		235,000		139,261
5.	Grapevine Mills	TX	Grapevine (Dallas)		59.3%			1,775,696	09/22/14	(8)(11)		5.90%	Fixed		270,000		160,002
6.	Great Mall	CA	Milpitas (San Jose)		100.0%			1,358,798	08/28/15	(8)		6.01%	Fixed		270,000		270,000
7.	Gurnee Mills	IL	Gurnee (Chicago)		100.0%			1,782,274	07/01/17			5.77%	Fixed		321,000		321,000
8.	Katy Mills	TX	Katy (Houston)		62.5%	(4)		1,631,137	12/06/22			3.49%	Fixed		140,000		35,000
9.	Ontario Mills	CA	Ontario (Riverside)		50.0%			1,472,887	03/05/22			4.25%	Fixed		342,585		171,292
10.	Opry Mills	TN	Nashville		100.0%			1,152,909	10/10/16	(8)		6.16%	Fixed		280,000		280,000
									10/10/16	(8)		5.00%	Fixed		102,036		102,036

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

11.	Outlets at Orange, The	CA	Orange (Los Angeles)		50.0%			795,049	10/01/14			6.25%	Fixed		214,693		107,347
12.	Potomac Mills	VA	Woodbridge (Washington, D.C.)		100.0%			1,495,214	07/11/17			5.83%	Fixed		410,000		410,000
13.	Sawgrass Mills	FL	Sunrise (Miami)		100.0%			2,295,178	07/01/14			5.82%	Fixed		820,000		820,000

	Total The Mills Square Footage							18,995,937


	Community/Lifestyle Centers
1.	ABQ Uptown	NM	Albuquerque		100.0%			230,059	(2)
2.	Arboretum	TX	Austin		100.0%			194,972	(2)
3.	Arundel Mills Marketplace	MD	Hanover (Baltimore)		59.3%			101,535	01/01/14			5.92%	Fixed		10,636		6,302
4.	Bloomingdale Court	IL	Bloomingdale (Chicago)		100.0%			615,046	11/01/15			8.15%	Fixed		25,364		25,364
5.	Charles Towne Square	SC	Charleston		100.0%			71,794	(2)
6.	Chesapeake Center	VA	Chesapeake (Virginia Beach)		100.0%			305,935	(2)
7.	Clay Terrace	IN	Carmel (Indianapolis)		50.0%			576,795	10/01/15			5.08%	Fixed		115,000		57,500
8.	Concord Mills Marketplace	NC	Concord (Charlotte)		100.0%			230,683	02/01/14			5.76%	Fixed		12,353		12,353
9.	Countryside Plaza	IL	Countryside (Chicago)		100.0%			403,756	(2)
10.	Crystal Court	IL	Crystal Lake (Chicago)		37.9%	(19)		285,398	(2)
11.	Dare Centre	NC	Kill Devil Hills		100.0%			168,673	(2)
12.	DeKalb Plaza	PA	King of Prussia (Philadelphia)		84.1%			102,032	01/01/15			5.28%	Fixed		2,455		2,063
13.	Denver West Village	CO	Lakewood (Denver)		37.5%			310,709	07/01/21			5.04%	Fixed		28,000		10,500
14.	Empire East	SD	Sioux Falls		100.0%			287,503	(2)
15.	Fairfax Court	VA	Fairfax (Washington, D.C.)		41.3%	(19)		249,488	(2)
16.	Forest Plaza	IL	Rockford		100.0%			428,044	10/10/19	(20)		7.50%	Fixed		17,907		17,907
17.	Gaitway Plaza	FL	Ocala		32.2%	(19)		208,755	07/01/15	(21)		4.60%	Fixed		13,900		0
18.	Gateway Centers	TX	Austin		100.0%			511,706	(2)
19.	Great Lakes Plaza	OH	Mentor (Cleveland)		100.0%			164,369	(2)
20.	Greenwood Plus	IN	Greenwood (Indianapolis)		100.0%			155,319	(2)
21.	Hamilton Town Center	IN	Noblesville (Indianapolis)		50.0%			666,379	04/01/22			4.81%	Fixed		84,000		42,000
22.	Henderson Square	PA	King of Prussia (Philadelphia)		75.9%	(5)		107,371	04/01/16			4.43%	Fixed		13,467		10,224
23.	Highland Lakes Center	FL	Orlando		100.0%			488,850	(2)
24.	Indian River Commons	FL	Vero Beach		50.0%			255,942	11/01/14			5.21%	Fixed		9,147		4,574
25.	Keystone Shoppes	IN	Indianapolis		100.0%			29,040	(2)

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

26.	Lake Plaza	IL	Waukegan (Chicago)		100.0%			215,568	(2)
27.	Lake View Plaza	IL	Orland Park (Chicago)		100.0%			367,449	12/31/14			8.00%	Fixed		15,554		15,554
28.	Lakeline Plaza	TX	Cedar Park (Austin)		100.0%			387,304	10/10/19	(20)		7.50%	Fixed		16,776		16,776
29.	Lima Center	OH	Lima		100.0%			233,878	(2)
30.	Lincoln Crossing	IL	O'Fallon (St. Louis)		100.0%			243,326	(2)
31.	Lincoln Plaza	PA	King of Prussia (Philadelphia)		64.9%	(5)		267,885	(2)
32.	MacGregor Village	NC	Cary		100.0%			144,370	(2)
33.	Mall of Georgia Crossing	GA	Buford (Atlanta)		100.0%			440,670	10/06/22			4.28%	Fixed		24,731		24,731
34.	Markland Plaza	IN	Kokomo		100.0%			90,527	(2)
35.	Martinsville Plaza	VA	Martinsville		100.0%			102,105	(2)
36.	Matteson Plaza	IL	Matteson (Chicago)		100.0%			270,892	(2)
37.	Muncie Towne Plaza	IN	Muncie		100.0%			172,617	10/10/19	(20)		7.50%	Fixed		6,974		6,974
38.	Naples Outlet Center	FL	Naples		100.0%			146,018	01/11/16	(16)		5.51%	Fixed		15,862		15,862
39.	New Castle Plaza	IN	New Castle		100.0%			91,648	(2)
40.	North Ridge Plaza	IL	Joliet (Chicago)		100.0%			305,735	(2)
41.	North Ridge Shopping Center	NC	Raleigh		100.0%			169,827	12/01/22			3.41%	Fixed		12,500		12,500
42.	Northwood Plaza	IN	Fort Wayne		100.0%			208,076	(2)
43.	Palms Crossing	TX	McAllen		100.0%			392,314	08/01/21	(22)		5.49%	Fixed		37,484		37,484
44.	Pier Park	FL	Panama City Beach		65.6%			842,216	(2)
45.	Plaza at Buckland Hills, The	CT	Manchester		41.3%	(19)		329,885	07/01/15			4.60%	Fixed		24,800		0
46.	Richardson Square	TX	Richardson (Dallas)		100.0%			517,265	(2)
47.	Rockaway Commons	NJ	Rockaway (New York)		100.0%			149,940	(2)
48.	Rockaway Town Plaza	NJ	Rockaway (New York)		100.0%			459,301	(2)
49.	Royal Eagle Plaza	FL	Coral Springs (Miami)		42.0%	(19)		202,996	(2)
50.	Shops at Arbor Walk, The	TX	Austin		100.0%			458,467	08/01/21	(22)		5.49%	Fixed		42,365		42,365
51.	Shops at North East Mall, The	TX	Hurst (Dallas)		100.0%			365,008	(2)
52.	St. Charles Towne Plaza	MD	Waldorf (Washington, D.C.)		100.0%			393,816	(2)
53.	Terrace at The Florida Mall	FL	Orlando		100.0%			346,692	(2)
54.	Tippecanoe Plaza	IN	Lafayette		100.0%			90,522	(2)
55.	University Center	IN	Mishawaka		100.0%			150,524	(2)
56.	Village Park Plaza	IN	Carmel (Indianapolis)		35.7%	(19)		575,552	07/01/15			4.60%	Fixed		29,850		3,582
57.	Washington Plaza	IN	Indianapolis		100.0%			50,107	(2)
58.	Waterford Lakes Town Center	FL	Orlando		100.0%			949,933	(2)
59.	West Ridge Plaza	KS	Topeka		100.0%			254,480	(2)

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

									Debt Information

				Legal			Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership			Square Feet		Date		Rate (1)		Type	Total		Our Share

60.	West Town Corners	FL	Altamonte Springs (Orlando)		32.2%	(19)		385,352	07/01/15	(21)		4.60%	Fixed		18,800		0
61.	Westland Park Plaza	FL	Orange Park (Jacksonville)		32.2%	(19)		163,254	(2)
62.	White Oaks Plaza	IL	Springfield		100.0%			387,911	10/10/19	(20)		7.50%	Fixed		13,949		13,949
63.	Whitehall Mall	PA	Whitehall		38.0%	(5)		605,833	11/01/18			7.00%	Fixed		10,815		4,105
64.	Wolf Ranch	TX	Georgetown (Austin)		100.0%			627,809	(2)

	Total Community/Lifestyle Center Square Footage							19,707,225


	TMLP Properties
	Franklin Mills, The Esplanade, The Galleria at White Plains, Liberty Plaza, Marley Station, Northpark Mall, and Sugarloaf Mills									(23)					890,841		356,195

	Total TMLP Properties Square Footage							7,002,205


	Other Properties
	Factory Stores of America-Lebanon, Florida Keys Outlet Center, Huntley Outlet Center, Outlet Marketplace, and The Shoppes at Branson Meadows								01/11/16	(16)		5.51%	Fixed		40,061		40,061

	Total Other Properties Square Footage							1,060,441


	TOTAL U.S. SQUARE FOOTAGE (24)							236,973,082


	International Properties
	JAPAN
1.	Ami Premium Outlets	Ami (Tokyo)			40.0%			315,000	09/25/23	(25)		1.83%	Fixed		109,518		43,806
2.	Gotemba Premium Outlets	Gotemba City (Tokyo)			40.0%			481,500	02/28/18	(25)		0.60%	Fixed		28,890		11,556
3.	Kobe-Sanda Premium	Kobe (Osaka)			40.0%			441,000	01/31/14	(25)		1.70%	Fixed		1,523		609
	Outlets								01/31/18	(25)		0.74%	Variable		48,785		19,514
4.	Rinku Premium Outlets	Izumisano (Osaka)			40.0%			419,000	11/25/14	(25)		1.86%	Fixed		8,455		3,382
									07/31/17	(25)		0.51%	Variable		19,295		7,718
5.	Sano Premium Outlets	Sano (Tokyo)			40.0%			390,800	05/31/18	(25)		0.52%	Variable		15,497		6,199
6.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)			40.0%			164,200	10/31/18	(25)		0.47%	Variable		21,224		8,490
7.	Shisui Premium Outlets	Shisui (Chiba)			40.0%			234,900	05/31/18	(25)		0.48%	Variable		56,868		22,747
8.	Toki Premium Outlets	Toki (Nagoya)			40.0%			289,500	04/30/15	(25)		1.03%	Variable		9,479		3,792
9.	Tosu Premium Outlets	Fukuoka (Kyushu)			40.0%			290,600	01/31/16	(25)		0.50%	Variable		25,337		10,135
									08/24/13	(25)		1.75%	Fixed		338		135

	Subtotal Japan Square Footage							3,026,500

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

								Debt Information

				Legal		Total		Maturity		Interest			Indebtedness ($ in 000's)
	Property Name	State	City (CBSA)	Ownership		Square Feet		Date		Rate (1)		Type	Total		Our Share

	KOREA
10.	Paju Premium Outlets	Paju (Seoul)			50.0%		435,100	11/28/19	(26)		4.07%	Variable		91,702		45,851
11.	Yeoju Premium Outlets	Yeoju (Seoul)			50.0%		286,100	(2)

	Subtotal South Korea Square Footage						721,200
	MALAYSIA
12.	Johor Premium Outlets	Johor (Singapore)			50.0%		190,400	04/14/18	(27)		4.85%	Variable		27,546		13,773

	Subtotal Malaysia Square Footage						190,400
	MEXICO
13.	Premium Outlets Punta Norte	Mexico City			50.0%		278,000	(2)

	Subtotal Mexico Square Footage						278,000


	TOTAL INTERNATIONAL SQUARE FOOTAGE (28)						4,216,100


	TOTAL SQUARE FOOTAGE						241,189,182

	Other Secured Indebtedness:
	Busan Premium Outlets (property under construction)							02/13/17	(26)		5.38%	Variable		41,353		20,676
	Toronto Premium Outlets (property under construction)							07/09/15	(29)		2.37%	Variable		55,259		27,629
	Other								(30)					122,666		54,157


	TOTAL SECURED INDEBTEDNESS												$	19,953,855	$	13,433,936	(31)


	Our Share of Consolidated Mortgage Debt														$	7,837,299

	Our Share of Joint Venture Mortgage Debt														$	5,596,637

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

	Debt Information

Unsecured Indebtedness:	Maturity Date			Interest Rate (1)		Type	Indebtedness ($ in 000's) Total
Retail Property Trust (Sr. Notes)		09/01/13			7.18%	Fixed			75,000
Simon Property Group, LP (Sr. Notes)		01/30/14			4.90%	Fixed			200,000
Simon Property Group, LP (Sr. Notes)		05/15/14			6.75%	Fixed			516,052
Simon Property Group, LP (Sr. Notes)		08/15/14			5.63%	Fixed			218,430
Simon Property Group, LP (Sr. Notes)		02/01/15			4.20%	Fixed			400,000
Simon Property Group, LP (Sr. Notes)		06/15/15			5.10%	Fixed			600,000
Simon Property Group, LP (Sr. Notes)		12/01/15			5.75%	Fixed			600,000
Retail Property Trust (Sr. Notes)		03/15/16			7.88%	Fixed			250,000
Simon Property Group, LP (Sr. Notes)		05/01/16			6.10%	Fixed			400,000
Revolving Credit Facility - Euro Currency		10/30/16	(8)(32)		1.06%	Variable			1,173,222
Simon Property Group, LP (Sr. Notes)		12/01/16			5.25%	Fixed			650,000
Simon Property Group, LP (Sr. Notes)		01/30/17			2.80%	Fixed			500,000
Simon Property Group, LP (Sr. Notes)		03/01/17			5.88%	Fixed			500,000
Supplemental Credit Facility - Yen Currency		06/30/17	(8)(33)		1.12%	Variable			226,101
Simon Property Group, LP (Sr. Notes)		09/15/17			2.15%	Fixed			600,000
Simon Property Group, LP (Sr. Notes)		02/01/18			1.50%	Fixed			750,000
Unsecured Term Loan		02/28/18	(8)		1.30%	Variable			240,000
Simon Property Group, LP (Sr. Notes)		05/30/18			6.13%	Fixed			800,000
Simon Property Group, LP (Sr. Notes)		06/15/18			7.38%	Fixed			200,000
Simon Property Group, LP (Sr. Notes)		04/01/19			10.35%	Fixed			650,000
Simon Property Group, LP (Sr. Notes)		02/01/20			5.65%	Fixed			1,250,000
Simon Property Group, LP (Sr. Notes)		03/01/21			4.38%	Fixed			900,000
Simon Property Group, LP (Sr. Notes)		12/01/21			4.13%	Fixed			700,000
Simon Property Group, LP (Sr. Notes)		03/15/22			3.38%	Fixed			600,000
Simon Property Group, LP (Sr. Notes)		02/01/23			2.75%	Fixed			500,000
Simon Property Group, LP (Sr. Notes)		02/01/40			6.75%	Fixed			600,000
Simon Property Group, LP (Sr. Notes)		03/15/42			4.75%	Fixed			550,000

Total Unsecured Indebtedness								$	14,648,805	(34)

2Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of June 30, 2013

FOOTNOTES:
(1): Variable rate debt interest rates are based on the following base rates as of June 30, 2013: 1M LIBOR at .19%; 1M EUR LIBOR at .07%; 1M YEN LIBOR at ..12%; 6M YEN LIBOR at .23%; 1M CDOR at 1.22%; KLIBOR at 3.10% and 91 Day Korean CD rate at 2.69%.
(2): Unencumbered asset
(3): This property is managed by a third party.
(4): The Operating Partnership's direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners or the Operating Partnership.
(5): The Operating Partnership's indirect ownership interest is through an ownership interest of approximately 76% in Kravco Simon Investments.
(6): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(7): The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.
(8): Includes applicable extensions available at our option.
(9): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(10): The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(11): Through an interest rate swap agreement, interest is essentially fixed at the all-in-rate presented.
(12): Comprised of a $27.0 million note at 5.89% and a $20.0 million note that is non-interest bearing.
(13): Comprised of a $15.0 million note at 5.94% and a $12.8 million note that is non-interest bearing.
(14): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(15): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(16): These ten properties (which includes Florida Keys Outlet Center and Huntley Outlet Center) are secured by cross-collateralized and cross-defaulted mortgages.
(17): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(18): Through an interest rate floor agreement, the LIBOR rate is currently fixed at 1.50%.
(19): Outside partner receives substantially all of the economic benefit and/or capital allocation due to a partner preference.
(20): These four properties are secured by cross-collateralized and cross-defaulted mortgages.
(21): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(22): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(23): Consists of 7 properties with interest rates ranging from 4.5% to 7.32% and maturities between 2013 and 2023.
(24): Includes office space of 2,099,833 square feet including the following centers with more than 20,000 square feet of office space:


Arsenal Mall - 52,847 sq. ft.		Greendale Mall - 119,860 sq. ft.
Circle Centre - 25,000 sq. ft.		Menlo Park Mall - 49,461 sq. ft.
Clay Terrace - 75,118 sq. ft.		Oak Court Mall - 126,775 sq. ft.
Copley Place - 867,257 sq. ft.		Oxford Valley Mall - 110,899 sq. ft.
Del Amo Fashion Center - 57,927 sq. ft.		Plaza Carolina - 27,343 sq. ft.
Domain, The - 135,624 sq. ft.		River Oaks - 41,494 sq. ft.
Fashion Centre at Pentagon City - 169,089 sq. ft.		Southdale Center - 20,393 sq. ft.
Firewheel Town Center - 73,906 sq. ft.

(25): Amounts shown in USD equivalent; Yen equivalent is 34.0 billion.
(26): Amounts shown in USD equivalent; Won equivalent is 152.6 billion.
(27): Amounts shown in USD equivalent; Ringgit equivalent is 87.4 million.
(28): Does not include Klépierre.
(29): Amounts shown in USD equivalent; CAD equivalent is 57.9 million.
(30): Consists of 7 loans with interest rates ranging from 1.84% to 8.20% and maturities between 2013 and 2021.
(31): Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including The Mills Limited Partnership. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $142.7 million of payment guarantees provided by the Operating Partnership (of which $66.1 million is recoverable from our venture partner under the partnership agreement).
(32): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Euro 900.0 million.
(33): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Yen 22.3 billion.
(34): Also represents our share of Total Unsecured Indebtedness.

2Q 2013 SUPPLEMENTAL