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 22, 2014

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 22, 2014, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended September 30, 2014 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, 2014.

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, comparable FFO per share, comparable earnings 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 22, 2014

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

Table of Contents

Exhibit 99.1

SIMON PROPERTY GROUP

  

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED THIRD QUARTER 2014

---

Table of Contents

TABLE OF CONTENTS

---

Table of Contents

EARNINGS RELEASE

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS THIRD QUARTER 2014 RESULTS AND
RAISES FULL YEAR 2014 GUIDANCE

INDIANAPOLIS, October 22, 2014 - Simon, a leading global retail real estate company, today reported results for the quarter and nine months ended September 30, 2014.

RESULTS FOR THE QUARTER

•

Funds from Operations ("FFO") was $689.4 million, or $1.90 per diluted share, as compared to $802.8 million, or $2.21 per diluted share, in the prior year period. Included in the third quarter 2014 results is a loss on the extinguishment of debt of $127.6 million, or $0.35 per diluted share, related to the successful September cash tender offers and the redemption of a series of notes of Simon Property Group L.P. ("SPGLP") unsecured debt totaling $1.572 billion.

•

Net income attributable to common stockholders was $252.0 million, or $0.81 per diluted share, as compared to $311.7 million, or $1.00 per diluted share, in the prior year period. Net income in the third quarter of 2014 includes the $0.35 per diluted share loss on the extinguishment of debt described above.

RESULTS FOR THE NINE MONTHS

•

Funds from Operations ("FFO") was $2.339 billion, or $6.43 per diluted share, as compared to $2.311 billion, or $6.38 per diluted share, in the prior year period.

•

Net income attributable to common stockholders was $1.0 billion, or $3.22 per diluted share, as compared to $934.7 million, or $3.01 per diluted share, in the prior year period.

EFFECT OF CASH TENDER OFFERS AND EARLY NOTES REDEMPTION CHARGE AND WASHINGTON PRIME GROUP INC. SPIN-OFF

•

Results for the three and nine months ended September 30, 2014 reflect the $0.35 charge related to the cash tender offers and early notes redemption mentioned above. Results for the three months ended September 30, 2013 include FFO per diluted share of $0.24 from the Washington Prime Group Inc. ("WPG") properties. Results for the nine months ended September 30, 2014 and 2013 include FFO per diluted share of $0.30 ($0.40 of FFO from the WPG properties' operations net of $0.10 of spin-off related transaction expenses) and $0.72, respectively, from the WPG properties.

---

Table of Contents

EARNINGS RELEASE

•

Growth in FFO per diluted share for the three and nine month periods in 2014 was 14.2% and 14.5%, respectively, excluding both the loss on the extinguishment of debt related to the cash tender offers and early notes redemption and the WPG properties and transaction costs related to the May 28, 2014 spin-off, as detailed in the table below.

"I am very pleased with our quarterly results that once again beat consensus," said David Simon, Chairman and CEO. "We continue to demonstrate our ability to grow our core business and allocate capital to generate growth in cash flow and FFO per share."

COMPARABLE PROPERTY NET OPERATING INCOME

Comparable property NOI growth for the three months ended September 30, 2014 was 5.3%. The year-to-date growth for the nine months ended September 30, 2014 was 5.4%. Comparable properties include U.S. Malls, Premium Outlets and The Mills, and excludes the WPG properties.

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

---

Table of Contents

EARNINGS RELEASE

Total sales from the U.S. Malls (less anchors) and Premium Outlets increased 2.6% on a trailing 12-month basis. The increase in total sales in the third quarter of 2014 compared to the third quarter of 2013 was 2.8%.

DIVIDENDS

Today Simon's Board of Directors declared a quarterly common stock dividend of $1.30 per share. This is a year-over-year increase of 8.3%. The dividend will be payable on November 28, 2014 to stockholders of record on November 14, 2014.

Simon's Board of Directors also declared the quarterly dividend on its 8³/8% Series J Cumulative Redeemable Preferred Stock (NYSE: SPGPrJ) of $1.046875 per share, payable on December 31, 2014 to stockholders of record on December 17, 2014.

DEVELOPMENT ACTIVITY

Two new Premium Outlets opened during the quarter:

•

July 31^{st<_bm2 001,002>[nc_nb]—} Charlotte Premium Outlets is a 399,000 square foot center with 100 outlet stores featuring high-quality designer and name brands. The center opened fully leased and Simon owns a 50% interest in this asset.

•

August 14^th — Twin Cities Premium Outlets is a 409,000 square foot center serving the greater Minneapolis-St. Paul metropolitan area. The center opened fully leased and Simon owns a 35% interest in this asset.

Premium Outlets Montréal in Mirabel, Quebec, Canada will open on October 30, 2014. The center will serve the greater Montréal metropolitan market with 360,000 square feet of high-quality, name brand stores. Simon owns a 50% interest in this project.

During the third quarter, construction started on two significant expansion projects:

•

Livermore Premium Outlets in Livermore (San Francisco), California — 185,000 square foot expansion

•

The Colonnade at Sawgrass in Sunrise (Miami), Florida — 56,000 square foot expansion

Construction continues on other significant expansion projects including Roosevelt Field Mall, Del Amo Fashion Center, Woodbury Common Premium Outlets, Las Vegas Premium Outlets-North and Chicago Premium Outlets.

Redevelopment and expansion projects, including the addition of new anchors, are underway at 31 properties in the U.S., Asia and Mexico.

Construction continues on two new Premium Outlets opening in 2015:

•

Vancouver Designer Outlet in Vancouver, British Columbia, Canada is a 242,000 square foot center scheduled to open in May of 2015. Simon owns a 45% interest in this project.

•

Gloucester Premium Outlets in Gloucester, New Jersey, serving the greater Philadelphia metropolitan area, is a 375,000 square foot center scheduled to open in August of 2015. Simon owns a 50% interest in this project.

---

Table of Contents

EARNINGS RELEASE

Construction began during the third quarter on two new Premium Outlets expected to open in October of 2015:

•

Tucson Premium Outlets is a 366,000 square foot center. Simon owns 100% of this project.

•

Tampa Premium Outlets is a 441,000 square foot center. Simon owns 100% of this project.

Simon's share of the costs of all development and redevelopment projects currently under construction is approximately $2.2 billion.

FINANCING ACTIVITY

In September, Simon completed a cash tender offer for five outstanding tranches of senior unsecured notes maturing in 2015, 2016 and 2017. Approximately $1.322 billion of notes were tendered and accepted for purchase. These notes had a weighted average remaining duration of 1.7 years and a weighted average coupon rate of 5.60%. Also in September, Simon redeemed all of its $250.0 million 7.875% notes due 2016. A $127.6 million or $0.35 per diluted share, loss on the extinguishment of debt was recorded in September of 2014 in connection with the tender offers and redemption.

In September, Simon issued $1.30 billion of senior unsecured notes in an underwritten public offering. The offering consisted of $900 million of 3.375% notes due 2024 and $400 million of 4.25% notes due 2044. Net proceeds from the offering and cash on hand were used to fund the cash purchase of the senior unsecured notes tendered and the redemption.

The aggregate result of the tender offers and redemption, combined with the sale of unsecured notes, was an extension of the duration of our senior notes portfolio from 6.3 years to 7.6 years and a decrease in the weighted average interest rate on that portfolio from 4.64% to 4.40%.

As of September 30, 2014, Simon had approximately $1.175 billion of cash on hand, including its share of joint venture cash, and $5.2 billion of available revolving credit capacity.

2014 GUIDANCE

Today we raised FFO guidance to a range of $8.84 to $8.88 per diluted share for the year ending December 31, 2014, and also raised guidance for net income to a range of $4.45 to $4.49 per diluted share. This represents an increase of $0.15 per diluted share from the midpoint of the range provided on July 23, 2014, after giving effect to the loss on extinguishment of debt from the successful tender offers and redemption.

---

Table of Contents

EARNINGS RELEASE

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, 2014

CONFERENCE CALL

Simon will hold a conference call to discuss the quarterly financial results today at 11:00 a.m. Eastern Time, Wednesday, October 22, 2014. Live streaming audio of the conference call will be accessible at investors.simon.com. An online replay will be available until November 5, 2014 at investors.simon.com.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our third quarter 2014 performance is available 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, FFO per share, comparable FFO per share, comparable earnings per share 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 Simon'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.

---

Table of Contents

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 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

Simon is a global leader in retail real estate ownership, management and development and a S&P100 company (Simon Property Group, NYSE:SPG). Our industry-leading retail properties and investments across North America, Europe and Asia provide shopping experiences for millions of consumers every day and generate billions in annual retail sales. 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 (C)
(Amounts in thousands, except per share amounts)

---

Table of Contents

EARNINGS RELEASE

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

Notes:

(A)

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.

(B)

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 D 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.

(C)

This report contains measures of financial or operating performance that are not specifically defined by GAAP, including FFO, FFO per share, comparable FFO per share and comparable earnings 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.

(D)

Includes our share of:

-

Gains on land sales of $2.0 million and $4.2 million for the three months ended September 30, 2014 and 2013, respectively, $14.4 million and $5.4 million for the nine months ended September 30, 2014 and 2013, respectively.

-

Straight-line adjustments to minimum rent of $17.6 million and $13.6 million for the three months ended September 30, 2014 and 2013, respectively (including $0.0 million and $0.1 million related to WPG), and $44.9 million and $39.7 million for the nine months ended September 30, 2014 and 2013, respectively (including $0.3 million and ($0.1) million related to WPG).

---

Table of Contents

EARNINGS RELEASE

-

Amortization of fair market value of leases from acquisitions of $3.7 million and $5.6 million for the three months ended September 30, 2014 and 2013 respectively (including $0.0 million and $0.3 million related to WPG), and $12.2 million and $21.9 million for the nine months ended September 30, 2014 and 2013, respectively (including $0.3 million and $1.1 million related to WPG).



-

Debt premium amortization of $5.2 million and $10.1 million for the three months ended September 30, 2014 and 2013, respectively (including $0.0 million and $0.1 million related to WPG), and $26.6 million and $32.3 million for the nine months ended September 30, 2014 and 2013, respectively (including $0.2 million and $0.3 million related to WPG).

(E)

Includes FFO of the operating partnership and 2014 transaction expenses related to WPG of $86.4 million for the three months ended September 30, 2013, and $108.0 million and $262.1 million for the nine months ended September 30, 2014 and 2013, respectively.

(F)

Includes Basic and Diluted FFO per share related to WPG operations and 2014 transaction expenses of $0.24 for the three months ended September 30, 2013, and $0.30 and $0.72 for the nine months ended September 30, 2014 and 2013, respectively.

(G)

Includes Diluted FFO allocable to common stockholders and 2014 transaction expenses related to WPG of $74.0 million for the three months ended September 30, 2013, and $92.4 million and $224.4 million for the nine months ended September 30, 2014 and 2013, respectively.

(H)

Reconciliation of reported earnings per share to comparable earnings per share

---

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®, and International Properties. At September 30, 2014, we owned or had an interest in 228 properties comprising 189 million square feet in North America, Asia and Europe. 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, 2014, for the Company and the Operating Partnership.

On May 28, 2014, we completed the spin-off of 98 smaller malls and community centers to Washington Prime Group Inc. (WPG), which is now an independent public company trading on the NYSE under the symbol "WPG". Results from the properties transferred to WPG (WPG properties) are included in our financial information as discontinued operations through May 28, 2014.

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 Tom Ward, Vice President of Investor Relations (tom.ward@simon.com or 317.685.7330).

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 ⁽¹⁾

---

Table of Contents

SELECTED FINANCIAL AND EQUITY INFORMATION
(In thousands, except as noted)

 

---

Table of Contents

PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

---

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 share of net income during the period and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

---

Table of Contents

NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Nine Months Ended September 30, 2014

 

(1)

Based on our share of total NOI and does not reflect any property, entity or corporate-level debt. Does not include WPG properties.

(2)

Includes Klépierre, international Premium Outlets and international Designer Outlets.

---

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)

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 other non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 22 and 23 and in the Earnings Release for the latest period.

---

Table of Contents

OTHER INCOME, OTHER EXPENSE AND CAPITALIZED INTEREST
(In thousands)

 

---

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION ⁽¹⁾

(1)

Excludes WPG properties and all prior periods have been restated.

(2)

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, mall freestanding and mall outlots in the calculation.

(3)

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.

(4)

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.

(5)

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.

(6)

Occupancy Cost as a Percentage of Sales is the trailing 12-month 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-month Total Sales PSF for the same tenants.

---

Table of Contents

THE MILLS AND INTERNATIONAL OPERATING INFORMATION

---

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS LEASE EXPIRATIONS ⁽¹⁾

---

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS TOP TENANTS ⁽¹⁾

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) ⁽²⁾

---

Table of Contents

CAPITAL EXPENDITURES
(Year-to-date activity in thousands)

---

Table of Contents

DEVELOPMENT ACTIVITY SUMMARY ⁽¹⁾
As of September 30, 2014
(in millions, except percent)

---

Table of Contents

DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2014

---

Table of Contents

DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2014

---

Table of Contents

DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2014

---

Table of Contents

U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

---

Table of Contents

U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

---

Table of Contents

COMMON AND PREFERRED STOCK INFORMATION

                    CHANGES IN COMMON SHARE AND LIMITED PARTNERSHIP UNIT OWNERSHIP
                    For the Period December 31, 2013 through September 30, 2014

                    PREFERRED STOCK/UNITS OUTSTANDING AS OF SEPTEMBER 30, 2014
                    ($ in 000's, except per share amounts)

---

Table of Contents

CREDIT PROFILE
(As of September 30, unless otherwise indicated)

(1)

Includes WPG properties NOI and FFO through the effective date of the WPG spin-off.

(2)

FFO payout ratio includes a $0.35 per share tender charge and $0.10 per share of transaction expenses related to the spin-off of WPG.

---

Table of Contents

SUMMARY OF INDEBTEDNESS
As of September 30, 2014
(In thousands)

(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.

---

Table of Contents

TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE)
As of September 30, 2014
(In thousands)

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2014

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of September 30, 2014: 1M LIBOR at .16%; 1M EUR LIBOR at .04%; 1M EURIBOR at .01%; 3M EURIBOR at .08%; 6M EURIBOR at .18%; 1M YEN LIBOR at .09%; 6M YEN LIBOR at .17%; 1M CDOR at 1.26%; KLIBOR at 3.39% and 91 Day Korean CD rate at 2.35%.

(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)

Amounts shown in USD equivalent; GBP equivalent is 40.0 million.

(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)

Upper Valley Mall is comprised of a $27.0 million note at 5.89% and a $20.0 million note that is non-interest bearing.

(13)

Indian River and Indian River Crossings are secured by cross-collateralized and cross-defaulted mortgages.

(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, Huntley Outlet Center and Naples 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)

Amounts shown in USD equivalent; Balance includes borrowings on multi-currency tranche of Yen 22.3 billion.

(20)

Amounts shown in USD equivalent; Euro equivalent is 238.5 million.

(21)

Consists of seven encumbered properties with interest rates ranging from 3.06% to 5.89% and maturities between 2014 and 2020.

(22)

Amount shown in USD equivalent; Euro equivalent is 750.0 million.

(23)

Consists of five properties with interest rates ranging from 4.50% to 7.32% and maturities between 2015 and 2023.

(24)

Includes office space of 1,922,240 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 27.5 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 243.5 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 79.6 million.

(28)

Does not include Klépierre.

(29)

Amount shown in USD equivalent; CAD equivalent is 96.4 million.

(30)

Consists of eight loans with interest rates ranging from 1.66% to 6.53% and maturities between 2016 and 2019.

---

Table of Contents

(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 $226.2 million of payment guarantees provided by the Operating Partnership (of which $80.5 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 478.0 million.

---