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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): January 30, 2015

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))

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Item 2.02.    Results of Operations and Financial Condition

On January 30, 2015, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended December 31, 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 December 31, 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.

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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: January 30, 2015

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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

Table of Contents

Exhibit 99.1

SIMON PROPERTY GROUP

 
 
   

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED FOURTH QUARTER 2014

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EARNINGS RELEASE

SIMON PROPERTY GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS AND
RAISES QUARTERLY DIVIDEND

INDIANAPOLIS, January 30, 2015 - Simon, a leading global retail real estate company, today reported results for the quarter and twelve months ended December 31, 2014.

RESULTS FOR THE QUARTER

•

Funds from Operations ("FFO") was $896.7 million, or $2.47 per diluted share, as compared to $894.8 million, or $2.47 per diluted share, in the prior year period. FFO per diluted share for the quarter includes a $0.04 impact from the Company's share of Klépierre's costs related to both their recent bond tender offer and tender offer for Corio, as well as the unfavorable effects of foreign currency devaluations during the quarter.

•

Net income attributable to common stockholders was $405.0 million, or $1.30 per diluted share, as compared to $381.6 million, or $1.23 per diluted share, in the prior year period.

RESULTS FOR THE YEAR

•

Funds from Operations ("FFO") was $3.235 billion, or $8.90 per diluted share, as compared to $3.206 billion, or $8.85 per diluted share, in the prior year period.

•

Net income attributable to common stockholders was $1.405 billion, or $4.52 per diluted share, as compared to $1.316 billion, or $4.24 per diluted share, in the prior year period.

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EARNINGS RELEASE

EFFECT OF WASHINGTON PRIME GROUP INC. SPIN-OFF

•

Results for the three and twelve months ended December 31, 2013 included FFO per diluted share of $0.27 and $0.99, respectively, from the Washington Prime Group Inc. ("WPG") properties that were spun-off effective May 28, 2014. Results for the three months ended December 31, 2014 do not include any effect of the WPG properties while results for the twelve months ended December 31, 2014 include a net $0.30 of FFO per diluted share ($0.40 of FFO from the WPG properties' operations net of $0.10 of spin-off related transaction expenses). Results for the twelve months also include a $0.35 per diluted share charge related to the cash tender offers and early notes redemption completed in the third quarter of 2014.

•

Growth in FFO per diluted share for the three and twelve month periods in 2014 was 12.3% and 13.9%, respectively, excluding the FFO from the WPG properties and transaction costs related to the spin-off, as well as the loss on the extinguishment of debt related to the cash tender and early redemption transactions as detailed in the table below.

"We had a very strong fourth quarter concluding an exceptional year," said David Simon, Chairman and CEO. "We produced strong financial and operating results in the fourth quarter, led by growth in comparable net operating income and record year-end occupancy. We continue to strengthen our retail real estate platform through our investment activities resulting in cash flow and FFO per share growth. We are also pleased to again announce an increase in our quarterly dividend to $1.40 per share, growth of 7.7% from last quarter."

COMPARABLE PROPERTY NET OPERATING INCOME

Comparable property NOI growth for the three months ended December 31, 2014 was 4.0%. The full year growth for the twelve months ended December 31, 2014 was 5.1%. Comparable properties include U.S. Malls, Premium Outlets and The Mills.

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EARNINGS RELEASE

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

Total sales from the U.S. Malls (less anchors) and Premium Outlets increased 2.3% in the fourth quarter of 2014 compared to the fourth quarter of 2013.

DIVIDENDS

Today Simon's Board of Directors declared a quarterly common stock dividend of $1.40 per share. This is an increase of $0.10 from the previous quarter, and a year-over-year increase of 12%. The dividend will be payable on February 27, 2015 to stockholders of record on February 13, 2015.

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 March 31, 2015 to stockholders of record on March 17, 2015.

DEVELOPMENT ACTIVITY

Premium Outlets Montreal opened on October 30^th. This new 365,000 square foot center offers more than 80 outlet stores featuring high-quality designer and name brands. Simon owns a 50% interest in this property.

During the fourth quarter, construction started on significant projects at Phipps Plaza, including the addition of a 166-room AC Hotel by Marriott and 319 luxury residences.

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

Redevelopment and expansion projects, including the addition of new anchors, are underway at 27 properties in the U.S. and Asia.

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EARNINGS RELEASE

Construction continues on three new Premium Outlets opening in 2015:

•

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.

•

Tucson Premium Outlets is a 366,000 square foot center scheduled to open in October of 2015. Simon owns 100% of this project.

•

Tampa Premium Outlets is a 441,000 square foot center scheduled to open in October of 2015. Simon owns 100% of this project.

Simon's share of the costs of all development and redevelopment projects currently under construction is approximately $2.1 billion.

The Company announced plans to develop the first phase of retail at The Shops at Clearfork in Ft. Worth, Texas. The center will be a 500,000 square foot shopping destination anchored by Neiman Marcus and include 100 high-end specialty stores, a premium luxury theater, and distinctive restaurants. Construction will commence in the spring of 2015 with a planned grand opening in February of 2017. Simon owns a 45% interest in this project.

ACQUISITIONS

In January 2015, we completed the acquisition of two properties – Jersey Gardens in Elizabeth, New Jersey (renamed The Mills at Jersey Gardens) and University Park Village in Fort Worth, Texas. The aggregate purchase price was $1.09 billion, including the assumption of existing mortgage debt of $405 million.

FINANCING ACTIVITY

The Company was active in both the unsecured and secured debt markets in 2014 continuing to lower our effective borrowing costs and extend our maturity profile.

During the year, we retired $2.9 billion of senior notes at a weighted average coupon rate of 5.76% and we completed two senior notes offerings totaling $2.5 billion, with a weighted average coupon rate of 3.32% and weighted average duration of 12.0 years. The two new notes offerings were 244 basis points lower in rate than the notes we retired during the year.

The Company also amended and extended its $4.0 billion revolving credit facility, which reduced pricing to LIBOR plus 80 basis points and the facility fee to 10 basis points while extending the term to June 30, 2019.

With regard to secured debt activity, we closed 16 new loans totaling approximately $2.8 billion, of which SPG's share is $1.6 billion. The weighted average interest rate on these loans is 3.29% and term is 8.4 years.

In addition to the above capital markets activity, the Company also became the first U.S. REIT to establish a global commercial paper program. The Company had approximately $400 million of CP issuance, split evenly between U.S. dollars and Euros, at December 31, 2014.

As of December 31, 2014, Simon had over $6 billion of liquidity consisting of $1.133 billion of cash on hand, including its share of joint venture cash, and its available revolving credit capacity.

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EARNINGS RELEASE

2015 GUIDANCE

The Company estimates that FFO will be within a range of $9.60 to $9.70 per diluted share for the year ending December 31, 2015, and net income will be within a range of $5.05 to $5.15 per diluted share.

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, 2015

CONFERENCE CALL

Simon will hold a conference call to discuss the quarterly financial results today at 11:00 a.m. Eastern Time, Friday, January 30, 2015. Live streaming audio of the conference call will be accessible at investors.simon.com. An online replay will be available until February 13, 2015 at investors.simon.com.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our fourth 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.

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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, security breaches that could compromise our information technology or infrastructure or personally identifiable data of customers of our retail properties, 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, the loss of key management personnel 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.

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

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

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

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EARNINGS RELEASE

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

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

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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-K.

(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 EPS. 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:

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Gains on land sales of $1.2 million and $2.2 million for the three months ended December 31, 2014 and 2013, respectively, $15.6 million and $7.6 million for the twelve months ended December 31, 2014 and 2013, respectively.

-

Straight-line adjustments to minimum rent of $14.2 million and $18.1 million for the three months ended December 31, 2014 and 2013, respectively (including $0.0 million and $0.3 million related to WPG), and $59.1 million and $57.8 million for the twelve months ended December 31, 2014 and 2013, respectively (including $0.3 million and $0.2 million related to WPG).

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EARNINGS RELEASE

-

Amortization of fair market value of leases from acquisitions of $3.7 million and $5.8 million for the three months ended December 31, 2014 and 2013 respectively (including $0.0 million and $0.2 million related to WPG), and $15.9 million and $27.7 million for the twelve months ended December 31, 2014 and 2013, respectively (including $0.3 million and $1.3 million related to WPG).



-

Debt premium amortization of $4.9 million and $9.6 million for the three months ended December 31, 2014 and 2013, respectively (including $0.0 million and $0.2 million related to WPG), and $31.5 million and $41.9 million for the twelve months ended December 31, 2014 and 2013, respectively (including $0.2 million and $0.5 million related to WPG).

(E)

Includes FFO of the operating partnership and 2014 transaction expenses related to WPG of $98.2 million for the three months ended December 31, 2013, and $108.0 million and $360.3 million for the twelve months ended December 31, 2014 and 2013, respectively.

(F)

Includes Basic and Diluted FFO per share related to WPG operations and 2014 transaction expenses of $0.27 for the three months ended December 31, 2013, and $0.30 and $0.99 for the twelve months ended December 31, 2014 and 2013, respectively.

(G)

Includes Diluted FFO allocable to common stockholders and 2014 transaction expenses related to WPG of $84.1 million for the three months ended December 31, 2013, and $92.4 million and $308.5 million for the twelve months ended December 31, 2014 and 2013, respectively.

(H)

Reconciliation of reported earnings per share to comparable earnings per share

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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 December 31, 2014, we owned or had an interest in 228 properties comprising 189 million square feet in North America, Asia and Europe. Additionally, at December 31, 2014, we had 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 December 31, 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), the predecessor company to WP GLIMCHER, 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, security breaches that could compromise our information technology or infrastructure or personally identifiable data of customers of our retail properties, 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, the loss of key management personnel 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.

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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⁾

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

 

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PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

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PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

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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 joint venture ownership 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.

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NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Twelve Months Ended December 31, 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.

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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
(In thousands, except as noted)

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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.

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

 

 

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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.

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THE MILLS AND INTERNATIONAL OPERATING INFORMATION

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

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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⁾

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CAPITAL EXPENDITURES
(In thousands)

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DEVELOPMENT ACTIVITY SUMMARY ⁽¹⁾
As of December 31, 2014
(in millions, except percent)

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DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of December 31, 2014

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DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of December 31, 2014

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U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

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U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

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COMMON AND PREFERRED STOCK INFORMATION

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

                    PREFERRED STOCK/UNITS OUTSTANDING AS OF DECEMBER 31, 2014
                    ($ in 000's, except per share amounts)

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CREDIT PROFILE
(As of December 31, 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 charge for loss on extinguishment of debt and $0.10 per share of transaction expenses related to the spin-off of WPG.

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SUMMARY OF INDEBTEDNESS
As of December 31, 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.

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TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE)
As of December 31, 2014
(In thousands)

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

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PROPERTY AND DEBT INFORMATION
As of December 31, 2014

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of December 31, 2014: 1M LIBOR at .17%; 1M EUR LIBOR at .01%; 1M EURIBOR at .02%; 3M EURIBOR at .08%; 6M EURIBOR at .17%; 1M YEN LIBOR at .08%; 6M YEN LIBOR at .14%; 1M CDOR at 1.30%; KLIBOR at 3.34% and 91 Day Korean CD rate at 2.13%.

(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)

Amount shown in USD Equivalent; Euro equivalent is 172.0 million.

(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 344.9 million.

(21)

Consists of six encumbered properties with interest rates ranging from 3.07% to 5.62% and maturities between 2015 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 1,874,137 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 29.5 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 301.9 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 75.0 million.

(28)

Does not include Klépierre.

(29)

Amount shown in USD equivalent; CAD equivalent is 189.9 million.

(30)

Consists of eight loans with interest rates ranging from 1.67% to 6.53% and maturities between 2016 and 2021.

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(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 $223.5 million of payment guarantees provided by the Operating Partnership (of which $78.7 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 306.0 million.

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