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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): October 27, 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 October 27, 2015, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended September 30, 2015 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, 2015.

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: October 27, 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

Exhibit 99.1

SIMON PROPERTY GROUP

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED THIRD QUARTER 2015

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EARNINGS RELEASE

SIMON PROPERTY GROUP REPORTS THIRD QUARTER 2015 RESULTS AND RAISES QUARTERLY DIVIDEND
AND FULL YEAR 2015 GUIDANCE

INDIANAPOLIS, October 27, 2015 - Simon, a leading global retail real estate company, today reported results for the quarter ended September 30, 2015.

RESULTS FOR THE QUARTER

•

Funds from Operations ("FFO") was $918.7 million, or $2.54 per diluted share, as compared to $689.4 million, or $1.90 per diluted share, in the prior year period, a 33.7% increase. The third quarter 2014 results include a loss on the extinguishment of debt of $127.6 million, or $0.35 per diluted share, related to cash tender offers and the redemption of a series of senior notes of Simon Property Group L.P.

•

Net income attributable to common stockholders was $420.0 million, or $1.36 per diluted share, as compared to $252.0 million, or $0.81 per diluted share, in the prior year period.

•

Growth in comparable FFO per diluted share for the three months ended September 30, 2015 was 12.9%⁽¹⁾.

RESULTS FOR THE NINE MONTHS

•

Funds from Operations ("FFO") was $2.705 billion, or $7.46 per diluted share, as compared to $2.339 billion, or $6.43 per diluted share, in the prior year period.

•

Net income attributable to common stockholders was $1.255 billion, or $4.04 per diluted share, as compared to $1.0 billion, or $3.22 per diluted share, in the prior year period.

•

Growth in comparable FFO per diluted share for the nine months ended September 30, 2015 was 11.7%¹.

1

For a reconciliation of FFO and net income per diluted share on a comparable basis, please see Footnote H of the Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures.

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EARNINGS RELEASE

"This was an excellent quarter for our Company, with strong financial and operational performance, successful openings of new and expanded Premium Outlet® Centers and the groundbreaking of two new outlet centers, including our first outlet center in France," said David Simon, Chairman and CEO. "Today we are pleased to raise our dividend for the fourth consecutive quarter and once again increase guidance for 2015."

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

(1)

Represents mall stores in Malls and all owned square footage in Premium Outlets.

(2)

Same space measure that compares opening and closing rates on individual spaces leased during trailing 12-month period.

(3)

Trailing 12-month sales per square foot for mall stores less than 10,000 square feet in Malls and all owned square footage in Premium Outlets.

COMPARABLE PROPERTY NET OPERATING INCOME

Comparable property NOI growth for the three months ended September 30, 2015 was 4.3%. The growth for the nine months ended September 30, 2015 was 3.8%. Comparable properties include U.S. Malls, Premium Outlets and The Mills.

DIVIDENDS

Today Simon's Board of Directors declared a quarterly common stock dividend of $1.60 per share. This is a 23.1% increase year-over-year. The dividend will be payable on November 30, 2015 to stockholders of record on November 16, 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 December 31, 2015 to stockholders of record on December 17, 2015.

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EARNINGS RELEASE

DEVELOPMENT ACTIVITY

During the third quarter, and subsequent to quarter end, we opened several Premium Outlets new developments and expansions, as well as one significant mall expansion.

•

On August 13^th, we opened Gloucester Premium Outlets, a 375,000 square foot center in Gloucester, New Jersey. Simon owns a 50% interest in this center.

•

On August 13^th, we completed a 185,000 square foot expansion of San Francisco Premium Outlets. Simon owns 100% of this center.

•

On August 27^th, we completed a 264,000 square foot expansion at Chicago Premium Outlets, one of the country's most successful outlet centers. Simon owns 100% of this center.

•

On October 1^st we opened Tucson Premium Outlets, a 366,000 square foot center with more than 90 retailers featuring high-quality designer and name brands. Simon owns 100% of this center.

•

On October 9^th, we completed a new two-level, 260,000 square foot 'Fashion Wing' expansion at Del Amo Fashion Center, anchored by a new Nordstrom store. Simon owns a 50% interest in this center.

•

On October 29^th, Tampa Premium Outlets will open with 441,000 square feet of high-quality, name brand stores. Simon owns 100% of this center.

Also, Vancouver Designer Outlet, a 242,000 square foot center with high-quality, name brand stores, in Vancouver, British Columbia, Canada opened on July 9^th. Simon owns a 45% interest in this center.

Construction continues on other significant expansion projects including Roosevelt Field, King of Prussia Mall, Stanford Shopping Center, The Galleria in Houston, Sawgrass Mills and Woodbury Common Premium Outlets.

At quarter-end, redevelopment and expansion projects, including the addition of new anchors, were underway at 30 properties in the U.S. Simon's share of the costs of all new development and redevelopment projects under construction at quarter-end was approximately $2.4 billion.

During the third quarter, construction started on:

•

Clarksburg Premium Outlets, a 392,000 square foot center, in Clarksburg, Maryland scheduled to open in October 2016. Simon owns 66% of this project.

•

Provence Designer Outlet, a 269,000 square foot center, in Miramas, France scheduled to open in March 2017. Simon owns 90% of this project.

FINANCING ACTIVITY

The Company was active in both the unsecured and secured credit markets through the first nine months of the year continuing to lower our effective borrowing costs.

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EARNINGS RELEASE

In August, Simon issued $1.10 billion of senior notes consisting of $500 million of 2.50% notes due 2020 and $600 million of 3.50% notes due 2025. Combined, the issuance has a weighted average term of 7.8 years and a weighted average coupon rate of 3.05%.

During the first nine months, we closed on 11 new secured loans totaling approximately $2.7 billion (U.S. dollar equivalent), of which SPG's share is $1.4 billion. The weighted average interest rate and term on these loans is 2.95% and 8.3 years, respectively.

As of September 30, 2015, Simon had approximately $6.0 billion of liquidity consisting of cash on hand, including its share of joint venture cash, and available capacity under its revolving credit facilities.

2015 GUIDANCE

Today, the Company is raising both the low and high ends of its previously provided full year 2015 FFO range and currently estimates a range of $10.10 to $10.15 per diluted share for the year ending December 31, 2015, with net income to be within a range of $5.50 to $5.55 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, Tuesday, October 27, 2015. A live webcast of the conference call will be accessible in listen-only mode at investors.simon.com. An audio replay of the conference call will be available until November 4, 2015. To access the audio replay, dial 1-888-286-8010 (international 617-801-6888) passcode 81372553.

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EARNINGS RELEASE

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our third quarter 2015 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.

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 the Company's 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, the intensely competitive market environment in the retail industry, costs of common area maintenance, risks related to international activities, insurance costs and coverage, the loss of key management personnel, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but except as required by law, 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.

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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EARNINGS RELEASE

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 and Simon HBC joint venture. Amounts included in Footnotes D below exclude our share of related activity for our investment in Klépierre and Simon HBC joint venture. For further information on Klépierre, 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 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.

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(D)

Includes our share of:

-

Gains on land sales of $0.9 million and $2.0 million for the three months ended September 30, 2015 and 2014, respectively, and $4.6 million and $14.4 million for the nine months ended September 30, 2015 and 2014, respectively.

-

Straight-line adjustments to minimum rent of $15.0 million and $17.6 million for the three months ended September 30, 2015 and 2014, respectively, and $48.2 million and $44.9 million for the nine months ended September 30, 2015 and 2014, respectively (including $0.3 million related to WPG in 2014).

-

Amortization of fair market value of leases from acquisitions of $3.4 million and $3.7 million for the three months ended September 30, 2015 and 2014, respectively, and $10.0 million and $12.2 million for the nine months ended September 30, 2015 and 2014, respectively (including $0.3 million related to WPG in 2014).

-

Debt premium amortization of $5.4 million and $5.2 million for the three months ended September 30, 2015 and 2014, respectively, and $18.0 million and $26.6 million for the nine months ended September 30, 2015 and 2014, respectively (including $0.2 million related to WPG in 2014).

(E)

Includes FFO of the operating partnership related to the sale of marketable securities of $80.2 million for the nine months ended September 30, 2015. Includes FFO of the operating partnership related to a loss on the extinguishment of debt of $127.6 million for the three and nine months ended September 30, 2014 and FFO related to WPG of $108.0 million ($146.2 million from operations net of $38.2 million of transaction expenses) for the nine months ended September 30, 2014.

(F)

Includes Basic and Diluted FFO per share related to the sale of marketable securities of $0.22 for the nine months ended September 30, 2015. Includes Basic and Diluted FFO per share related to a loss on the extinguishment of debt of $0.35 for the three and nine months ended September 30, 2014 and FFO per share related to WPG of $0.30 ($0.40 from operations net of $0.10 of transaction expenses) for the nine months ended September 30, 2014.

(G)

Includes Diluted FFO allocable to common stockholders related to a loss on the extinguishment of debt of $109.1 million for the three and nine months ended September 30, 2014 and FFO related to WPG of $92.4 million for the nine months ended September 30, 2014.

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EARNINGS RELEASE

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

(H)

Reconciliation of reported earnings per share to comparable earnings per share and FFO per share to comparable FFO 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 Group, 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, 2015, we owned or had an interest in 230 properties comprising 190 million square feet in North America, Asia and Europe. Additionally, at September 30, 2015, we had a 20.3% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 16 European countries.

This package was prepared to provide operational and balance sheet information as of September 30, 2015 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), now doing business as WP Glimcher. 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 our 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 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, the intensely competitive market environment in the retail industry, costs of common area maintenance, risks related to international activities, insurance costs and coverage, the loss of key management personnel, 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, 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 series of preferred stock are traded on the New York Stock Exchange under the following symbols:

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)

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NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Nine Months Ended September 30, 2015

 

(1)

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

(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 18-19 and 22 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.

(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

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⁾

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CAPITAL EXPENDITURES
(In thousands)

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DEVELOPMENT ACTIVITY SUMMARY ⁽¹⁾
As of September 30, 2015
(in millions, except percent)

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DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2015

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DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2015

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DEVELOPMENT ACTIVITY REPORT ⁽¹⁾
As of September 30, 2015

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U.S. ANCHOR/BIG BOX OPENINGS

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U.S. ANCHOR/BIG BOX OPENINGS

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COMMON AND PREFERRED STOCK INFORMATION

                    CHANGES IN COMMON SHARE AND LIMITED PARTNERSHIP UNIT OWNERSHIP
                    For the Period December 31, 2014 through September 30, 2015

                    PREFERRED STOCK/UNITS OUTSTANDING AS OF SEPTEMBER 30, 2015
                    ($ in 000's, except per share amounts)

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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, net of transaction expenses related to the spin-off of WPG.

(2)

Includes a $0.35 per share charge for loss on extinguishment of debt.

(3)

Includes $0.22 per share for gain upon sale of marketable securities.

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SUMMARY OF INDEBTEDNESS
As of September 30, 2015
(In thousands)

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TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE)
As of September 30, 2015
(In thousands)

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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PROPERTY AND DEBT INFORMATION
As of September 30, 2015

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Table of Contents

PROPERTY AND DEBT INFORMATION
As of September 30, 2015

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of September 30, 2015: 1M LIBOR at .19%; 1M EUR LIBOR at –.11%; 1M EURIBOR at –.11%; 3M EURIBOR at –.04%; 6M EURIBOR at .03%; 1M YEN LIBOR at .04%; 6M YEN LIBOR at .13%; 1M CDOR at .79%; KLIBOR at 3.40% and 91 Day Korean CD rate at 1.63%.

(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)

Does not include Simon HBC joint venture.

(12)

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

(13)

Amounts shown in USD equivalent; balance includes borrowings on multi-currency tranche of Euro 955.5 million.

(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 412.0 million.

(21)

Consists of six encumbered properties with interest rates ranging from 3.09% to 6.00% and maturities between 2016 and 2020.

(22)

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

(23)

Includes five properties with interest rates ranging from 4.50% to 7.32% and maturities between 2016 and 2023.

(24)

Includes office space of 1,915,889 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 31.7 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 331.9 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 81.0 million.

(28)

Does not include Klépierre.

(29)

Amount shown in USD equivalent; CAD equivalent is 393.3 million.

(30)

Consists of seven loans with interest rates ranging from 1.84% to 6.53% and maturities between 2016 and 2021.

(31)

Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including TMLP. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $346.6 million of payment guarantees provided by the Operating Partnership (of which $104.0 million is recoverable from our venture partner under the partnership agreement).

(32)

Reflects the latest maturity date and weighted average interest rate of all outstanding tranches of commercial paper at September 30, 2015.

(33)

The Operating Partnership sold its interest in The Shops at Sunset Place effective October 1, 2015.

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