QuickLinks -- Click here to rapidly navigate through this document

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): October 25, 2013

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

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 October 25, 2013, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended September 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 September 30, 2013.

Item 9.01.    Financial Statements and Exhibits

        Financial Statements:

None

        Exhibits:

        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.

2

---

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: October 25, 2013

3

---

QuickLinks

Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits

SIGNATURES

Use these links to rapidly review the document
Table of Contents

Exhibit 99.1

---

Table of Contents

Table of Contents

---

Earnings Release

CONTACTS:

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS THIRD QUARTER RESULTS AND
RAISES QUARTERLY DIVIDEND

INDIANAPOLIS, October 25, 2013 - Simon Property Group, Inc. (NYSE:SPG) today reported results for the quarter and nine months ended September 30, 2013.

Results for the Quarter

•

Funds from Operations ("FFO") was $802.8 million, or $2.21 per diluted share, as compared to $720.1 million, or $1.99 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 11.1%.

•

Net income attributable to common stockholders was $311.7 million, or $1.00 per diluted share, as compared to $254.9 million, or $0.84 per diluted share, in the prior year period.

Results for the Nine Months

•

Funds from Operations ("FFO") was $2.311 billion, or $6.38 per diluted share, as compared to $2.057 billion, or $5.70 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 11.9%.

•

Net income attributable to common stockholders was $934.7 million, or $3.01 per diluted share, as compared to $1.116 billion, or $3.71 per diluted share, in the prior year period. Results for 2012 include primarily non-cash net gains from acquisitions and dispositions of $1.36 per diluted share.

"We achieved excellent financial performance for the quarter and had successful openings of three new Premium Outlet Centers®. We have also completed our acquisition of ownership interests in the European designer outlet business of McArthurGlen," said David Simon, Chairman and CEO. "Our relentless focus on operating performance and executing our growth strategy through expansions, new Premium Outlets development and smart acquisitions delivered strong results, including 4.9% growth in comparable property net operating income for our U.S. Malls and Premium Outlets for the quarter. We are pleased to raise our dividend and increase our 2013 FFO guidance based on our results to date and our expectations for the remainder of 2013."

---

Earnings Release

U.S. Malls and Premium Outlets Operating Statistics

Dividends

Today the Company announced that the Board of Directors declared a quarterly common stock dividend of $1.20 per share. This is an increase of $0.05 per share from the previous quarter, and a year over year increase of 9.1%. The dividend will be payable on November 29, 2013 to stockholders of record on November 15, 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 December 31, 2013 to stockholders of record on December 17, 2013.

Development Activity

Three new Premium Outlets opened during the quarter:

•

August 1^st - Toronto Premium Outlets in Halton Hills (Toronto), Canada is a 360,000 square foot center with over 100 high quality outlet stores. The center is the Canadian entry point for many upscale, U.S. retailers and designer brands and opened 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 opened 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 360,000 square foot center that serves the southeastern Korean peninsula, including the cities of Busan, Ulsan and Daegu, as well as local and overseas visitors. The center opened 99% leased. The Company owns a 50% interest in this project, which is its third Premium Outlet Center in Korea.

---

Earnings Release

Four new Premium Outlets are currently under construction:

•

Charlotte Premium Outlets in Charlotte, North Carolina is a 400,000 square foot center scheduled to open in July of 2014. The Company owns a 50% interest in this project.

•

Twin Cities Premium Outlets in Eagan, Minnesota is a 410,000 square foot center scheduled to open in August of 2014. The Company owns a 35% interest in this project.

•

Montreal Premium Outlets in Mirabel, Quebec, Canada is a 360,000 square foot center scheduled to open in October of 2014. The Company owns a 50% interest in this project.

•

Vancouver Designer Outlet in Vancouver, British Columbia, Canada is a 215,000 square foot center scheduled to open in March of 2015. The Company owns a 45% interest in this project.

In early October, we opened The Shops at Nanuet, a 750,000 square foot open-air, state-of-the-art center located in Rockland County, New York. This project transformed the property from an enclosed mall to a main-street outdoor shopping destination providing customers with a wide variety of fashion and specialty retail, dining and entertainment opportunities. In October, we also completed a 105,000 square foot expansion of Orlando Premium Outlets-Vineland Ave which is 100% leased.

Redevelopment and expansion projects, including the addition of anchors and big box tenants, are underway at more than 35 properties in the U.S. and Asia. The Company's share of the cost of these projects is approximately $1.1 billion.

Acquisitions

On October 16, 2013, the Company completed the closing of its acquisition of ownership interests in four McArthurGlen Designer Outlets: Parndorf (Vienna, Austria), La Reggia (Naples, Italy), Noventa di Piave (Venice, Italy) and Roermond (Roermond, the Netherlands). McArthurGlen is the leader in upscale, European designer outlet centers.

Simon Property Group previously completed the acquisition of a 50% ownership in McArthurGlen's management and development company through a joint venture, as well as an interest in Ashford Designer Outlets in Kent, UK, and became a partner in a new designer outlet under development in Vancouver, British Columbia, Canada.

Total cash consideration for the McArthurGlen transaction was approximately $500 million.

Dispositions

During the third quarter, the Company completed the sale of the following assets:

•

Arsenal Mall and Office in Watertown (Boston), Massachusetts

•

Terrace at The Florida Mall in Orlando, Florida

Proceeds from the sale of these assets were approximately $76 million.

Financing Activity

On August 7, 2013, Moody's Investors Service upgraded its rating of Simon Property Group's senior unsecured debt to A2, with a stable outlook.

---

Earnings Release

On October 2, 2013, Simon Property Group, L.P., the Company's majority-owned operating partnership subsidiary, issued €750 million 7-year senior unsecured notes at 2.375%. This represents the Company's first offering in the euro-denominated debt market. Net proceeds from the public offering were used to repay euro-denominated borrowings under the Company's unsecured revolving credit facility and for general corporate purposes.

The Company has also been active in the secured debt markets in 2013, closing or locking rates on 22 new loans totaling approximately $3.0 billion, of which SPG's share is $2.2 billion. The weighted average interest rate on these new loans is 2.85% and the weighted average term is 7.6 years.

2013 Guidance

Today the Company updated and raised its guidance, estimating that FFO will be within a range of $8.72 to $8.78 per diluted share for the year ending December 31, 2013, and net income will be within a range of $4.10 to $4.16 per diluted share. This represents an increase of $0.10 per diluted share for the midpoint of the range provided on July 29, 2013.

The following table provides the reconciliation for the expected range of estimated net income available to common stockholders per diluted share to estimated FFO per diluted share:

For the year ending December 31, 2013

Sustainability

During the quarter, Simon Property Group was honored for its leadership and transparency on sustainable practices and was named to the 2013 CDP Global 500 Climate Disclosure Leadership Index (CDLI). This annual index highlights FTSE Global 500 companies that demonstrate leadership through disclosure of information regarding climate change and score within the top 10% of the five hundred companies assessed.

This is the third time Simon Property Group has been awarded the CDLI distinction due to its top score on disclosure of greenhouse gas emissions and energy use, and SPG is the only real estate company included in 2013. Simon Property Group has also been named to the S&P 500 Climate Disclosure Leadership Index five times including this year.

In addition, Simon Property Group was recognized as the leading retail real estate company in North America for its sustainability practices by The Global Real Estate Sustainability Benchmark (GRESB), and ranked #1 among fifteen U.S. retail real estate peers in GRESB's recently released 2013 Report.

Conference Call

Simon Property Group will hold a conference call to discuss our financial results today at 9:00 a.m. Eastern Time, Friday, October 25, 2013. Live streaming audio of the conference call will be accessible at investors.simon.com. An online replay will be available until January 25, 2014 at investors.simon.com. A searchable podcast of the conference call will be available at www.REITcafe.com.

---

Earnings Release

Supplemental Materials and Website

The Company has provided supplemental information on its third quarter performance at investors.simon.com. This information has also been furnished to the SEC in a current report on Form 8-K.

We routinely post important information online at our investor relations website, investors.simon.com. We use this website, press releases, SEC filings, quarterly conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. We encourage members of the investment community to monitor these distribution channels for material disclosures. Any information 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 generally accepted accounting principles in the United States ("GAAP"). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release and in the Company's supplemental information for the quarter. FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry. Our definitions of these non-GAAP measures may not be the same as similar measures reported by other REITs.

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 conditions, 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, and the 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 our annual and quarterly reports filed with the SEC. 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 unless required by law.

About Simon Property Group

Simon Property Group, Inc. (NYSE:SPG) is an S&P 100 company and a global leader in the retail real estate industry. The Company currently owns or has an interest in more than 325 retail real estate properties in North America and Asia comprising approximately 242 million square feet. We are headquartered in Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more information, visit simon.com.

---

Table of Contents

Earnings Release

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

---

Table of Contents

Earnings Release

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

---

Table of Contents

Earnings Release

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

---

Table of Contents

Earnings Release

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

---

Table of Contents

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

---

Table of Contents

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 $4.2 million and $1.9 million for the three months ended September 30, 2013 and 2012, respectively, and $5.4 million and $11.7 million for the nine months ended September 30, 2013 and 2012, respectively

-

Straight-line adjustments to minimum rent of $13.6 million and $11.5 million for the three months ended September 30, 2013 and 2012, respectively, and $39.7 million and $31.7 million for the nine months ended September 30, 2013 and 2012, respectively

-

Amortization of fair market value of leases from acquisitions of $5.6 million and $5.5 million for the three months ended September 30, 2013 and 2012, and $21.9 million and $16.2 million for the nine months ended September 30, 2013 and 2012, respectively

-

Debt premium amortization of $10.1 million and $9.6 million for the three months ended September 30, 2013 and 2012, respectively, and $32.3 million and $29.7 million for the nine months ended September 30, 2013 and 2012, respectively

---

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 September 30, 2013, we owned or had an interest in 327 properties comprising 242 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 September 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 except as required by law, 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.

Any questions, comments or suggestions regarding this Supplemental Information should be directed to Liz Zale, Senior Vice President of Corporate Affairs (lzale@simon.com or 212.745.9623) or Kristin Ely, Manager of Investor Relations (kely@simon.com or 317.685.7361).

Reporting Calendar

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

---

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:

Credit Ratings

Senior Unsecured Debt Covenants ⁽³⁾

---

Table of Contents

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

 

---

Table of Contents

Pro-Rata Statement of Operations
(in thousands)

---

(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.

---

Table of Contents

Pro-Rata Statement of Operations
(In thousands)

---

Table of Contents

Pro-Rata Balance Sheet
(In thousands)

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 nine months ended September 30, 2013 and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

---

Table of Contents

NOI Composition⁽¹⁾
For the Nine Months Ended September 30, 2013

---

Table of Contents

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

 

---

Table of Contents

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

 

(1)

Non-cash impacts to FFO include:

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 commonly used by the REIT industry. 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 definition 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 presented 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.

---

Table of Contents

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

 

---

Table of Contents

U.S. Mall and Premium Outlets Operating Information

(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, mall majors, freestanding and outlots 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 Trailing 12 Base Minimum Rent, plus all applicable Ancillary Charges, plus Overage Rent, if applicable (based on last 12 months of sales), divided by the Trailing 12 Total Sales PSF for the same tenants.

---

Table of Contents

The Mills, Community/Lifestyle Centers and International Operating Information

---

Table of Contents

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

---

Table of Contents

U.S. Mall and Premium Outlets Top Tenants

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

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

---

Table of Contents

Capital Expenditures
(In thousands)

---

Table of Contents

Development Activity Summary
As of September 30, 2013
(in millions, except percent)

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

U.S. Anchor/Big Box Openings

---

Table of Contents

U.S. Anchor/Big Box Openings

---

Table of Contents

U.S. Anchor/Big Box Openings

---

Table of Contents

Common and Preferred Stock Information

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

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

---

Table of Contents

Property and Debt Information
As of September 30, 2013

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of September 30, 2013: 1M LIBOR at .18%; 1M EUR LIBOR at .09%; 1M YEN LIBOR at .12%; 6M YEN LIBOR at .22%; 1M CDOR at 1.22%; KLIBOR at 3.10% and 91 Day Korean CD rate at 2.66%.

(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)

Also represents our share of Total Unsecured Indebtedness.

(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 2,176,696 square feet including the following centers with more than 20,000 square feet of office space:

(25)

Amounts shown in USD equivalent; Yen equivalent is 32.4 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 218.6 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 82.5 million.

(28)

Does not include Klépierre.

(29)

Amounts shown in USD equivalent; CAD equivalent is 85.6 million.

(30)

Consists of 6 loans with interest rates ranging from 1.83% to 6.53% 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 $179.2 million of payment guarantees provided by the Operating Partnership (of which $81.1 million is recoverable from 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.

---