SIMON PROPERTY GROUP INC /DE/ - FORM 8-K - EX-99.1

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TABLE OF CONTENTS

Table of Contents

Exhibit 99.1

SIMON PROPERTY GROUP

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED SECOND QUARTER 2014

Table of Contents

TABLE OF CONTENTS

EARNINGS RELEASE AND SUPPLEMENTAL INFORMATION FOR THE QUARTER ENDED JUNE 30, 2014		PAGE


Earnings Release ⁽¹⁾		2-13
Overview
The Company and Reporting Calendar		14
Stock Information, Credit Ratings and Senior Unsecured Debt Covenants		15
Financial Data
Selected Financial and Equity Information		16
Pro-Rata Statements of Operations		17-18
Pro-Rata Balance Sheet		19
Net Operating Income (NOI) Composition		20
Reconciliations of Non-GAAP Financial Measures		21-22
Consolidated Net Income to NOI
Funds from Operations to Funds Available for Distribution (Our Share)
Other Income, Other Expense and Capitalized Interest		23
Operational Data
U.S. Malls and Premium Outlets Operating Information		24
The Mills and International Operating Information		25
U.S. Malls and Premium Outlets Lease Expirations		26
U.S. Malls and Premium Outlets Top Tenants		27
Development Activity
Capital Expenditures		28
Development Activity Summary		29
Development Activity Report		30-32
U.S. Anchor/Big Box Openings		33-34
Balance Sheet Information
Common and Preferred Stock Information		35
Changes in Common Share and Limited Partnership Unit Ownership		35
Preferred Stock/Units Outstanding		35
Credit Profile		36
Summary of Indebtedness		37
Total Debt Amortization and Maturities by Year (Our Share)		38
Property and Debt Information		39-49

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


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EARNINGS RELEASE


CONTACTS:
Liz Zale		212-745-9623 Investors
Les Morris		317-263-7711 Media

FOR IMMEDIATE RELEASE

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

INDIANAPOLIS, July 23, 2014 - Simon, a leading global retail real estate company, today reported results for the quarter and six months ended June 30, 2014.

RESULTS FOR THE QUARTER

•: Funds from Operations ("FFO") was $783.8 million, or $2.16 per diluted share, as compared to $766.3 million, or $2.11 per diluted share, in the prior year period. Included in the second quarter 2014 results are $0.10 per diluted share of transaction costs related to the Washington Prime Group Inc. ("WPG") spin-off.
•: Net income attributable to common stockholders was $406.6 million, or $1.31 per diluted share, as compared to $339.9 million, or $1.10 per diluted share, in the prior year period.

RESULTS FOR THE SIX MONTHS

•: Funds from Operations ("FFO") was $1.649 billion, or $4.54 per diluted share, as compared to $1.508 billion, or $4.16 per diluted share, in the prior year period.
•: Net income attributable to common stockholders was $748.2 million, or $2.41 per diluted share, as compared to $623.1 million, or $2.01 per diluted share, in the prior year period.

EFFECT OF WASHINGTON PRIME GROUP INC. SPIN-OFF

•: Results for the three months ended June 30, 2014 and 2013 include FFO per diluted share of $0.15 and $0.24, respectively, from the WPG properties. Results for the six months ended June 30, 2014 and 2013 include FFO per diluted share of $0.40 and $0.48, respectively, from the WPG properties.
•: Excluding the WPG properties and the transaction costs related to the spin-off, growth in FFO per diluted share for the three and six month periods in 2014 was 12.8% and 15.2%, respectively.


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EARNINGS RELEASE

"I am very pleased with our quarterly results as our strong momentum continued, with 5.6% quarterly growth in comparable property net operating income," said David Simon, Chairman and CEO. "It was also an eventful quarter with our completion of the Washington Prime Group spin-off and the re-launch of our brand. Based upon our results to date and expectations for the remainder of 2014, we are again increasing our full-year 2014 guidance."

COMPARABLE PROPERTY NET OPERATING INCOME

Comparable property NOI growth for the three months ended June 30, 2014 was 5.6%. The year-to-date growth for the six months ended June 30, 2014 was 5.5%. Comparable properties include U.S. Malls, Premium Outlets and The Mills, and excludes the WPG properties.

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

	AS OF JUNE 30, 2014 ⁽¹⁾		AS PREVIOUSLY REPORTED JUNE 30, 2013		CHANGE

Occupancy ⁽²⁾		96.5%		95.1%	+140 bps
Base Minimum Rent per sq. ft. ⁽²⁾	$	45.83	$	41.41	+10.7%
Releasing Spread per sq. ft. ⁽²⁾⁽³⁾	$	11.06	$	7.49	+$3.57
Releasing Spread (percentage change) ⁽²⁾⁽³⁾		20.0%		14.1%	+590 bps
Total Sales per sq. ft. ⁽⁴⁾	$	608	$	577	+5.4%

(1): Excludes Washington Prime Group Inc. properties.
(2): Represents mall stores in Malls and all owned square footage in Premium Outlets.
(3): Same space measure that compares opening and closing rates on individual spaces leased during trailing 12-month period.
(4): 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.

DIVIDENDS

Today we announced that the Board of Directors declared a quarterly common stock dividend of $1.30 per share. This is a year-over-year increase of 13%. The dividend will be payable on August 29, 2014 to stockholders of record on August 15, 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 September 30, 2014 to stockholders of record on September 16, 2014.


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DEVELOPMENT ACTIVITY

On April 24^th, we opened a 147,000 square foot, 50-store expansion of Desert Hills Premium Outlets that was 100% leased. The expansion features high-quality designer and name brands, many of which are the first in North America or unique to the region.

During the second quarter, construction started on three significant redevelopment and expansion projects:

•: The Fashion Centre at Pentagon City in Arlington (Washington, DC), Virginia - redevelopment and a 50,000 square foot small shop expansion including restaurants
•: Chicago Premium Outlets in Aurora (Chicago), Illinois - 260,000 square foot expansion
•: Shisui Premium Outlets in Shisui (Chiba), Japan - 130,000 square foot expansion

Redevelopment and expansion projects, including the addition of new anchors, are underway at 32 properties in the U.S., Asia and Mexico.

Charlotte Premium Outlets in Charlotte, North Carolina will open on July 31^st. The center will serve the greater Charlotte area and is fully leased with 400,000 square feet and 100 outlet stores featuring high-quality designer and name brands. Simon owns a 50% interest in this asset.

Formal groundbreaking at Gloucester Premium Outlets, a 375,000 square foot center in Gloucester, New Jersey serving the greater Philadelphia metropolitan area, is scheduled for August 7, 2014. The center is scheduled to open in August of 2015. Simon owns a 50% interest in this project.

Construction continues on three new Premium Outlets opening in 2014 and 2015:

•: Twin Cities Premium Outlets in Eagan (Minneapolis-St. Paul), Minnesota is a 410,000 square foot center scheduled to open on August 14, 2014. Simon owns a 35% interest in this project.
•: Montreal Premium Outlets in Mirabel, Quebec, Canada is a 360,000 square foot center scheduled to open in October of 2014. Simon owns a 50% interest in this project.
•: Vancouver Designer Outlet in Vancouver, British Columbia, Canada is a 242,000 square foot center scheduled to open in April of 2015. Simon owns a 45% interest in this project.

Simon's share of the costs of all development and redevelopment projects currently under construction is approximately $1.7 billion.

WASHINGTON PRIME GROUP INC.

On May 28, 2014, Simon completed the spin-off of 98 smaller malls and community centers to Washington Prime Group Inc. The results of operations of WPG are classified as discontinued operations for the three months and six months ended June 30, 2014 and 2013, respectively.


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FINANCING ACTIVITY

In April, Simon amended and extended its $4.0 billion unsecured multi-currency revolving credit facility. The facility, which can be increased to $5.0 billion during its term, will initially mature on June 30, 2018 and can be extended for an additional year to June 30, 2019 at our sole option. The interest rate on the amended revolver is reduced to LIBOR plus 80 basis points from LIBOR plus 95 basis points. Simon has a combined $6.0 billion of total revolving credit capacity.

In conjunction with the spin-off of WPG, we retained approximately $1.0 billion of proceeds from unsecured and secured indebtedness which WPG incurred.

2014 GUIDANCE

Today we increased FFO guidance provided on May 29, 2014 by $0.05 to a range of $9.01 to $9.11 per diluted share for the year ending December 31, 2014, and also increased guidance for net income to a range of $4.61 to $4.71 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, 2014

	LOW END			HIGH END

Estimated net income available to common stockholders per diluted share	$	4.61		$	4.71
Depreciation and amortization including Simon's share of unconsolidated entities		4.78			4.78
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, net		(0.38	)		(0.38	)


Estimated FFO per diluted share	$	9.01		$	9.11

CONFERENCE CALL

Simon will hold a conference call to discuss the quarterly financial results today at 11:00 a.m. Eastern Time, Wednesday, July 23, 2014. Live streaming audio of the conference call will be accessible at investors.simon.com. An online replay will be available until August 6, 2014 at investors.simon.com.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our second 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


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EARNINGS RELEASE

NON-GAAP FINANCIAL MEASURES

This press release includes FFO and comparable property net operating income growth, which are financial performance measures not defined by generally accepted accounting principles in the United States ("GAAP"). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release and in 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 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&P 100 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)

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,

	2014		2013		2014		2013
REVENUE:
Minimum rent	$	728,486	$	674,654	$	1,450,768	$	1,347,581
Overage rent		39,160		39,077		70,834		74,343
Tenant reimbursements		342,250		307,359		667,721		600,957
Management fees and other revenues		34,142		31,814		64,749		61,543
Other income		37,944		32,089		84,932		61,392


Total revenue		1,181,982		1,084,993		2,339,004		2,145,816


EXPENSES:
Property operating		92,630		92,024		187,577		177,568
Depreciation and amortization		287,214		273,537		567,708		544,872
Real estate taxes		99,396		91,014		193,699		180,757
Repairs and maintenance		21,656		21,604		51,421		45,943
Advertising and promotion		38,149		27,552		60,768		46,674
Provision for (recovery of) credit losses		2,442		(495)		6,866		1,549
Home and regional office costs		44,958		36,956		80,246		71,850
General and administrative		15,599		15,421		30,454		29,930
Other		18,407		17,441		37,769		34,251


Total operating expenses		620,451		575,054		1,216,508		1,133,394


OPERATING INCOME		561,531		509,939		1,122,496		1,012,422
Interest expense		(254,930)		(266,229)		(509,164)		(537,535)
Income and other taxes		(6,626)		(8,959)		(13,489)		(22,074)
Income from unconsolidated entities		55,764		56,310		112,842		110,248
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net		133,870		68,068		136,525		74,683


Consolidated income from continuing operations		489,609		359,129		849,210		637,744
Discontinued operations		26,022		41,396		67,524		97,249
Discontinued operations transaction expenses		(38,163)		—		(38,163)		—


CONSOLIDATED NET INCOME		477,468		400,525		878,571		734,993
Net income attributable to noncontrolling interests		70,047		59,755		128,667		110,250
Preferred dividends		834		834		1,669		1,669


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	406,587	$	339,936	$	748,235	$	623,074

BASIC EARNINGS (LOSS) PER COMMON SHARE:
Income from continuing operations	$	1.34	$	0.99	$	2.33	$	1.74
Discontinued operations		(0.03)		0.11		0.08		0.27


Net income attributable to common stockholders	$	1.31	$	1.10	$	2.41	$	2.01

DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Income from continuing operations	$	1.34	$	0.99	$	2.33	$	1.74
Discontinued operations		(0.03)		0.11		0.08		0.27


Net income attributable to common stockholders	$	1.31	$	1.10	$	2.41	$	2.01


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

	JUNE 30, 2014		DECEMBER 31, 2013

ASSETS:
Investment properties at cost	$	30,951,535	$	30,336,639
Less - accumulated depreciation		8,568,672		8,092,794


		22,382,863		22,243,845
Cash and cash equivalents		1,665,817		1,691,006
Tenant receivables and accrued revenue, net		487,839		520,361
Investment in unconsolidated entities, at equity		2,523,431		2,429,845
Investment in Klépierre, at equity		2,002,587		2,014,415
Deferred costs and other assets		1,523,877		1,422,788
Total assets of discontinued operations		—		3,002,314


Total assets	$	30,586,414	$	33,324,574




LIABILITIES:
Mortgages and unsecured indebtedness	$	21,901,060	$	22,669,917
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,147,425		1,223,102
Cash distributions and losses in partnerships and joint ventures, at equity		1,116,301		1,050,278
Other liabilities		280,483		250,371
Total liabilities of discontinued operations		—		1,117,789


Total liabilities		24,445,269		26,311,457


Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		25,537		190,485
EQUITY:
Stockholders' Equity
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847		44,226		44,390
Common stock, $0.0001 par value, 511,990,000 shares authorized, 314,340,625 and 314,251,245 issued and outstanding, respectively		31		31
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		—		—
Capital in excess of par value		9,406,570		9,217,363
Accumulated deficit		(4,049,079)		(3,218,686)
Accumulated other comprehensive loss		(61,736)		(75,795)
Common stock held in treasury at cost, 3,583,299 and 3,650,680 shares, respectively		(106,748)		(117,897)


Total stockholders' equity		5,233,264		5,849,406
Noncontrolling interests		882,344		973,226


Total equity		6,115,608		6,822,632


Total liabilities and equity	$	30,586,414	$	33,324,574


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

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,

	2014		2013		2014		2013
REVENUE:
Minimum rent	$	427,899	$	387,600	$	852,684	$	769,072
Overage rent		41,589		39,997		90,386		87,613
Tenant reimbursements		193,006		182,799		385,799		362,393
Other income		61,929		39,397		174,635		81,392


Total revenue		724,423		649,793		1,503,504		1,300,470
OPERATING EXPENSES:
Property operating		131,643		120,462		293,064		233,539
Depreciation and amortization		142,047		122,981		294,195		246,595
Real estate taxes		52,797		48,060		107,588		100,678
Repairs and maintenance		15,944		15,576		35,585		31,118
Advertising and promotion		17,113		13,967		35,923		29,661
Provision for credit losses		970		375		4,078		1,512
Other		44,554		36,170		97,483		71,783


Total operating expenses		405,068		357,591		867,916		714,886


OPERATING INCOME		319,355		292,202		635,588		585,584
Interest expense		(150,059)		(150,887)		(301,696)		(294,692)


INCOME FROM CONTINUING OPERATIONS		169,296		141,315		333,892		290,892
Income from operations of discontinued joint venture interests		2,094		2,892		5,079		6,629
Gain on disposal of discontinued operations, net		—		18,356		—		18,356


NET INCOME	$	171,390	$	162,563	$	338,971	$	315,877




THIRD-PARTY INVESTORS' SHARE OF NET INCOME	$	88,217	$	94,949	$	177,530	$	178,715




Our share of net income		83,173		67,614		161,441		137,162
Amortization of Excess Investment (A)		(24,383)		(24,853)		(49,981)		(49,682)
Our Share of Income from Unconsolidated Discontinued Operations		(307)		(206)		(652)		(499)


INCOME FROM UNCONSOLIDATED ENTITIES (B)	$	58,483	$	42,555	$	110,808	$	86,981

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


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

	JUNE 30, 2014		DECEMBER 31, 2013

ASSETS:
Investment properties, at cost	$	15,842,291	$	15,355,700
Less - accumulated depreciation		5,280,359		5,080,832


		10,561,932		10,274,868
Cash and cash equivalents		756,563		781,554
Tenant receivables and accrued revenue, net		304,679		302,902
Investment in unconsolidated entities, at equity		28,517		38,352
Deferred costs and other assets		589,390		579,480
Total assets of discontinued operations		—		281,000


Total assets	$	12,241,081	$	12,258,156




LIABILITIES AND PARTNERS' DEFICIT:
Mortgages	$	12,764,686	$	12,753,139
Accounts payable, accrued expenses, intangibles, and deferred revenue		980,159		834,898
Other liabilities		568,158		513,897
Total liabilities of discontinued operations		—		286,252


Total liabilities		14,313,003		14,388,186
Preferred units		67,450		67,450
Partners' deficit		(2,139,372)		(2,197,480)


Total liabilities and partners' deficit	$	12,241,081	$	12,258,156




Our Share of:
Partners' deficit	$	(541,435)	$	(717,776)
Add: Excess Investment (A)		1,948,565		2,059,584
Add: Our Share of investment in discontinued unconsolidated entities, at equity		—		37,759


Our net investment in unconsolidated entities, at equity	$	1,407,130	$	1,379,567

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


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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)

RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2014		2013		2014		2013
Consolidated Net Income (D)	$	477,468	$	400,525	$	878,571	$	734,993
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		314,500		314,622		637,104		627,207
Our share of depreciation and amortization from unconsolidated entities, including Klépierre		128,461		124,828		275,718		246,377
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net		(133,870)		(68,068)		(136,767)		(88,835)
Net income attributable to noncontrolling interest holders in properties		(447)		(2,097)		(970)		(4,558)
Noncontrolling interests portion of depreciation and amortization		(966)		(2,204)		(1,864)		(4,377)
Preferred distributions and dividends		(1,313)		(1,313)		(2,626)		(2,626)


FFO of the Operating Partnership (E)	$	783,833	$	766,293	$	1,649,166	$	1,508,181




Diluted Net Income Per Share to Diluted FFO Per Share Reconciliation:
Diluted net income per share	$	1.31	$	1.10	$	2.41	$	2.01
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, net of noncontrolling interests portion of depreciation and amortization		1.22		1.20		2.51		2.40
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net		(0.37)		(0.19)		(0.38)		(0.25)


Diluted FFO per share (F)	$	2.16	$	2.11	$	4.54	$	4.16





Details for per share calculations:
FFO of the Operating Partnership (E)	$	783,833	$	766,293	$	1,649,166	$	1,508,181
Diluted FFO allocable to unitholders		(114,003)		(110,346)		(238,881)		(217,034)


Diluted FFO allocable to common stockholders (G)	$	669,830	$	655,947	$	1,410,285	$	1,291,147




Diluted weighted average shares outstanding		310,743		310,261		310,683		310,125
Weighted average limited partnership units outstanding		52,861		52,194		52,625		52,130


Basic and Diluted weighted average shares and units outstanding		363,604		362,455		363,308		362,255




Basic and Diluted FFO per Share (F)	$	2.16	$	2.11	$	4.54	$	4.16
Percent Change		2.4%				9.1%


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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-Q.

(C)

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

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). We determine FFO to be our share of consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales or disposals of, or any impairment charges related to, previously depreciated retail operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP.

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

(D)

Includes our share of:

-: Gains on land sales of $5.6 million and $0.8 million for the three months ended June 30, 2014 and 2013, respectively, $12.4 million and $1.2 million for the six months ended June 30, 2014 and 2013, respectively.
-: Straight-line adjustments to minimum rent of $13.3 million for the three months ended June 30, 2014 and 2013, respectively (including $0.2 million and ($0.2) million related to WPG), and $27.3 million and $26.1 million for the six months ended June 30, 2014 and 2013, respectively (including $0.3 million and ($0.1) million related to WPG).


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-: Amortization of fair market value of leases from acquisitions of $3.1 million and $5.6 million for the three months ended June 30, 2014 and 2013 respectively (including $0.1 million and $0.3 million related to WPG), and $8.5 million and $16.3 million for the six months ended June 30, 2014 and 2013, respectively (including $0.3 million and $0.8 million related to WPG).
-: Debt premium amortization of $5.3 million and $11.3 million for the three months ended June 30, 2014 and 2013, respectively (including $0.1 million related to WPG for both periods), and $21.4 million and $22.2 million for the six months ended June 30, 2014 and 2013, respectively (including $0.2 million related to WPG for both periods).

(E): Includes FFO of the operating partnership related to WPG of $19.7 million ($57.9 million from operations net of $38.2 million of transaction expenses) and $87.5 million for the three months ended June 30, 2014 and 2013, respectively, and $108.0 million and $175.7 million for the six months ended June 30, 2014 and 2013, respectively.
(F): Includes Basic and Diluted FFO per share related to WPG of $0.05 ($0.15 from operations net of $0.10 of transaction expenses) and $0.24 for the three months ended June 30, 2014 and 2013, respectively, and $0.30 and $0.48 for the six months ended June 30, 2014 and 2013, respectively.
(G): Includes Diluted FFO allocable to common stockholders related to WPG of $16.8 million and $74.9 million for the three months ended June 30, 2014 and 2013, respectively, and $92.4 million and $150.4 million for the six months ended June 30, 2014 and 2013, respectively.


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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 June 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 June 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 Liz Zale, Senior Vice President of Corporate Affairs (lzale@simon.com or 212.745.9623) or 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.


Third Quarter 2014		October 22, 2014
Fourth Quarter 2014		January 30, 2015


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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:


Common Stock		SPG
8.375% Series J Cumulative Redeemable Preferred		SPGPrJ

CREDIT RATINGS


Standard & Poor's
Corporate	A	(Stable Outlook)
Senior Unsecured	A	(Stable Outlook)
Preferred Stock	BBB+	(Stable Outlook)
Moody's
Senior Unsecured	A2	(Stable Outlook)
Preferred Stock	A3	(Stable Outlook)

SENIOR UNSECURED DEBT COVENANTS ⁽¹⁾

	Required	Actual	Compliance

Total Debt to Total Assets ⁽¹⁾	£65%	42%	Yes
Total Secured Debt to Total Assets ⁽¹⁾	£50%	19%	Yes
Fixed Charge Coverage Ratio	>1.5X	3.6X	Yes
Total Unencumbered Assets to Unsecured Debt	³125%	243%	Yes

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


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

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,

	2014		2013		2014		2013
Financial Highlights
Total Revenue - Consolidated Properties	$	1,181,982	$	1,084,993	$	2,339,004	$	2,145,816
Consolidated Net Income	$	477,468	$	400,525	$	878,571	$	734,993
Net Income Attributable to Common Stockholders	$	406,587	$	339,936	$	748,235	$	623,074
Basic and Diluted Earnings per Common Share (EPS)	$	1.31	$	1.10	$	2.41	$	2.01
Funds from Operations (FFO) of the Operating Partnership ⁽¹⁾	$	783,833	$	766,293	$	1,649,166	$	1,508,181
Basic and Diluted FFO per Share (FFOPS) ⁽²⁾	$	2.16	$	2.11	$	4.54	$	4.16
Dividends/Distributions per Share/Unit	$	1.30	$	1.15	$	2.55	$	2.30

Stockholders' Equity Information	AS OF JUNE 30, 2014			AS OF DECEMBER 31, 2013

Limited Partners' Units Outstanding at end of period		52,941			51,846
Common Shares Outstanding at end of period		310,765			310,609


Total Common Shares and Limited Partnership Units Outstanding at end of period		363,706			362,455




Weighted Average Limited Partnership Units Outstanding		52,625			52,101
Weighted Average Common Shares Outstanding:
Basic and Diluted - for purposes of EPS and FFOPS		310,683			310,255

Debt Information
Share of Consolidated Debt	$	21,814,826		$	22,536,459
Share of Joint Venture Debt		6,066,514			6,023,740
Share of Debt from Discontinued Operations		–			962,157


Share of Total Debt	$	27,881,340		$	29,522,356





Market Capitalization
Common Stock Price at end of period	$	166.28	⁽³⁾	$	152.16
Common Equity Capitalization, including Limited Partnership Units	$	60,477,082		$	55,151,110
Preferred Equity Capitalization, including Limited Partnership Preferred Units		80,335			73,753


Total Equity Market Capitalization	$	60,557,417		$	55,224,863




Total Market Capitalization - Including Share of Total Debt	$	88,438,757		$	84,747,219

Debt to Total Market Capitalization		31.5%			34.8%

(1): Includes FFO of the operating partnership related to WPG properties of $19.7 million ($57.9 million from operations net of $38.2 million of transaction expenses) and $87.5 million for the three months ended June 30, 2014 and 2013, respectively, and $108.0 million and $175.7 million for the six months ended June 30, 2014 and 2013, respectively.
(2): Includes Basic and Diluted FFO per share related to WPG properties of $0.05 ($0.15 from operations net of $0.10 of transaction expenses) and $0.24 for the three months ended June 30, 2014 and 2013, respectively, and $0.30 and $0.48 for the six months ended June 30, 2014 and 2013, respectively.
(3): Reflects value after WPG spin-off.


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PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

	FOR THE THREE MONTHS ENDED JUNE 30, 2014

	CONSOLIDATED		NONCONTROLLING INTERESTS (1)		OUR CONSOLIDATED SHARE		OUR SHARE OF JOINT VENTURES		OUR TOTAL SHARE			FOR THE THREE MONTHS ENDED JUNE 30, 2013 OUR TOTAL SHARE
REVENUE:
Minimum rent	$	728,486	$	(3,263)	$	725,223	$	208,201	$	933,424		$	849,479
Overage rent		39,160		(33)		39,127		17,828		56,955			55,843
Tenant reimbursements		342,250		(1,946)		340,304		91,293		431,597			388,976
Management fees and other revenues		34,142		–		34,142		–		34,142			31,814
Other income		37,944		(179)		37,765		30,072		67,837			50,196


Total revenue		1,181,982		(5,421)		1,176,561		347,394		1,523,955			1,376,308


EXPENSES:
Property operating		92,630		(939)		91,691		58,967		150,658			142,225
Depreciation and amortization		287,214		(966)		286,248		98,075		384,323			357,146
Real estate taxes		99,396		(589)		98,807		25,464		124,271			112,403
Repairs and maintenance		21,656		(181)		21,475		7,545		29,020			28,549
Advertising and promotion		38,149		(111)		38,038		8,031		46,069			33,870
Provision for (recovery of) credit losses		2,442		–		2,442		495		2,937			(394)
Home and regional office costs		44,958		–		44,958		–		44,958			36,956
General and administrative		15,599		–		15,599		–		15,599			15,421
Other		18,407		(930)		17,477		20,262		37,739			31,752


Total operating expenses		620,451		(3,716)		616,735		218,839		835,574			757,928


OPERATING INCOME		561,531		(1,705)		559,826		128,555		688,381			618,380
Interest expense		(254,930)		1,258		(253,672)		(70,072)		(323,744)			(334,212)
Income and other taxes		(6,626)		–		(6,626)		–		(6,626)			(8,959)
Income from unconsolidated entities		55,764		–		55,764		(58,483)		(2,719)	(2)		13,755	(2)
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, net		133,870		–		133,870		–		133,870			68,068


Consolidated income from continuing operations		489,609		(447)		489,162		–		489,162			357,032
Discontinued operations		26,022		–		26,022		–		26,022			41,396
Discontinued operations transaction expenses		(38,163)		–		(38,163)		–		(38,163)			–


CONSOLIDATED NET INCOME		477,468		(447)		477,021		–		477,021			398,428
Net income attributable to noncontrolling interests		70,047		(447)		69,600		–		69,600	(3)		57,658
Preferred dividends		834		–		834		–		834			834


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	406,587	$	–	$	406,587	$	–	$	406,587		$	339,936


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income					$	477,468	$	–	$	477,468		$	400,525
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties						314,500		–		314,500			314,622
Our share of depreciation and amortization from unconsolidated entities, including Klépierre								128,461		128,461			124,828
Income from unconsolidated entities						(56,071)		56,071		–			–
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net						(133,870)		–		(133,870)			(68,068)
Net income attributable to noncontrolling interest holders in properties						(447)		–		(447)			(2,097)
Noncontrolling interests portion of depreciation and amortization						(966)		–		(966)			(2,204)
Preferred distributions and dividends						(1,313)		–		(1,313)			(1,313)


FFO of the Operating Partnership					$	599,301	$	184,532	$	783,833		$	766,293

Percentage of FFO of the Operating Partnership						76.46%		23.54%		100.00%			100.00%

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


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PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

	FOR THE SIX MONTHS ENDED JUNE 30, 2014

	CONSOLIDATED		NONCONTROLLING INTERESTS (1)		OUR CONSOLIDATED SHARE		OUR SHARE OF JOINT VENTURES		OUR TOTAL SHARE			FOR THE SIX MONTHS ENDED JUNE 30, 2013 OUR TOTAL SHARE
REVENUE:
Minimum rent	$	1,450,768	$	(6,560)	$	1,444,208	$	413,162	$	1,857,370		$	1,694,031
Overage rent		70,834		(73)		70,761		38,414		109,175			110,852
Tenant reimbursements		667,721		(4,170)		663,551		182,536		846,087			762,362
Management fees and other revenues		64,749		–		64,749		–		64,749			61,543
Other income		84,932		(334)		84,598		85,788		170,386			98,318


Total revenue		2,339,004		(11,137)		2,327,867		719,900		3,047,767			2,727,106


EXPENSES:
Property operating		187,577		(2,201)		185,376		132,706		318,082			274,646
Depreciation and amortization		567,708		(1,863)		565,845		206,278		772,123			712,217
Real estate taxes		193,699		(1,208)		192,491		50,998		243,489			225,397
Repairs and maintenance		51,421		(421)		51,000		16,996		67,996			59,812
Advertising and promotion		60,768		(203)		60,565		16,443		77,008			59,875
Provision for credit losses		6,866		(62)		6,804		2,015		8,819			2,379
Home and regional office costs		80,246		–		80,246		–		80,246			71,850
General and administrative		30,454		–		30,454		–		30,454			29,930
Other		37,769		(1,764)		36,005		43,347		79,352			62,377


Total operating expenses		1,216,508		(7,722)		1,208,786		468,783		1,677,569			1,498,483


OPERATING INCOME		1,122,496		(3,415)		1,119,081		251,117		1,370,198			1,228,623
Interest expense		(509,164)		2,445		(506,719)		(140,309)		(647,028)			(671,313)
Income and other taxes		(13,489)		–		(13,489)		–		(13,489)			(22,074)
Income from unconsolidated entities		112,842		–		112,842		(110,808)		2,034	(2)		23,267	(2)
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net		136,525		–		136,525		–		136,525			74,683


Consolidated income from continuing operations		849,210		(970)		848,240		–		848,240			633,186


Discontinued operations		67,524		–		67,524		–		67,524			97,249
Discontinued operations transaction expenses		(38,163)		–		(38,163)		–		(38,163)			–


CONSOLIDATED NET INCOME		878,571		(970)		877,601		–		877,601			730,435
Net income attributable to noncontrolling interests		128,667		(970)		127,697		–		127,697	(3)		105,692
Preferred dividends		1,669		–		1,669		–		1,669			1,669


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	748,235	$	–	$	748,235	$	–	$	748,235		$	623,074


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income					$	878,571	$	–	$	878,571		$	734,993
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties						637,104		–		637,104			627,207
Our share of depreciation and amortization from unconsolidated entities, including Klépierre								275,718		275,718			246,377
Income from unconsolidated entities						(113,494)		113,494		–			–
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net						(136,767)		–		(136,767)			(88,835)
Net income attributable to noncontrolling interest holders in properties						(970)		–		(970)			(4,558)
Noncontrolling interests portion of depreciation and amortization						(1,864)		–		(1,864)			(4,377)
Preferred distributions and dividends						(2,626)		–		(2,626)			(2,626)


FFO of the Operating Partnership					$	1,259,954	$	389,212	$	1,649,166		$	1,508,181

Percentage of FFO of the Operating Partnership						76.40%		23.60%		100.00%			100.00%

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


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PRO-RATA BALANCE SHEET
(In thousands)

	AS OF JUNE 30, 2014

	CONSOLIDATED		NONCONTROLLING INTERESTS		OUR CONSOLIDATED SHARE		OUR SHARE OF JOINT VENTURES		OUR TOTAL SHARE		AS OF DECEMBER 31, 2013 OUR TOTAL SHARE
ASSETS:
Investment properties, at cost	$	30,951,535	$	(128,158)	$	30,823,377	$	10,025,641	$	40,849,018	$	39,792,597
Less - accumulated depreciation		8,568,672	$	(51,708)		8,516,964	$	2,515,766		11,032,730		10,399,807


		22,382,863		(76,450)		22,306,413		7,509,875		29,816,288		29,392,790
Cash and cash equivalents		1,665,817		(3,600)		1,662,217		361,418		2,023,635		2,053,790
Tenant receivables and accrued revenue, net		487,839		(1,812)		486,027		147,580		633,607		660,235
Investment in unconsolidated entities, at equity		2,523,431		–		2,523,431		(2,523,431)		–		–
Investment in Klépierre, at equity		2,002,587		–		2,002,587		–		2,002,587		2,014,415
Deferred costs and other assets		1,523,877		(7,177)		1,516,700		335,951		1,852,651		1,723,503
Total assets of discontinued operations		–		–		–		–		–		3,041,057


Total assets	$	30,586,414	$	(89,039)	$	30,497,375	$	5,831,393	$	36,328,768	$	38,885,790



LIABILITIES:
Mortgages and unsecured indebtedness	$	21,901,060	$	(86,234)	$	21,814,826	$	6,066,514	$	27,881,340	$	28,560,199
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,147,425		(4,091)		1,143,334		582,746		1,726,080		1,628,779
Cash distributions and losses in partnerships and joint ventures, at equity		1,116,301		–		1,116,301		(1,116,301)		–		–
Other liabilities		280,483		(357)		280,126		298,434		578,560		521,910
Total liabilities of discontinued operations		–		–		–		–		–		1,194,291


Total liabilities		24,445,269		(90,682)		24,354,587		5,831,393		30,185,980		31,905,179


Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		25,537		–		25,537		–		25,537		162,243


EQUITY:
Stockholders' equity
Capital stock
Series J 83/8% cumulative redeemable preferred stock		44,226		–		44,226		–		44,226		44,390
Common stock, $.0001 par value		31		–		31		–		31		31
Class B common stock, $.0001 par value		–		–		–		–		–		–
Capital in excess of par value		9,406,570		–		9,406,570		–		9,406,570		9,217,363
Accumulated deficit		(4,049,079)		–		(4,049,079)		–		(4,049,079)		(3,218,686)
Accumulated other comprehensive loss		(61,736)		–		(61,736)		–		(61,736)		(75,795)
Common stock held in treasury at cost		(106,748)		–		(106,748)		–		(106,748)		(117,897)


Total stockholders' equity		5,233,264		–		5,233,264		–		5,233,264		5,849,406
Noncontrolling interests		882,344		1,643		883,987		–		883,987		968,962


Total equity		6,115,608		1,643		6,117,251		–		6,117,251		6,818,368


Total liabilities and equity	$	30,586,414	$	(89,039)	$	30,497,375	$	5,831,393		$36,328,768	$	38,885,790

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.


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NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Six Months Ended June 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.


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

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,

RECONCILIATION OF NET INCOME TO NOI
The following schedule reconciles net income to NOI and provides our calculation of comparable property NOI.

	2014		2013		2014		2013
Reconciliation of NOI of consolidated properties:
Consolidated Net Income	$	477,468	$	400,525	$	878,571	$	734,993
Discontinued operations		(26,022)		(41,396)		(67,524)		(97,249)
Discontinued operations transaction expenses		38,163		—		38,163		—
Income and other taxes		6,626		8,959		13,489		22,074
Interest expense		254,930		266,229		509,164		537,535
Income from unconsolidated entities		(55,764)		(56,310)		(112,842)		(110,248)
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net		(133,870)		(68,068)		(136,525)		(74,683)


Operating Income		561,531		509,939		1,122,496		1,012,422
Depreciation and amortization		287,214		273,537		567,708		544,872


NOI of consolidated properties	$	848,745	$	783,476	$	1,690,204	$	1,557,294

Reconciliation of NOI of unconsolidated entities:
Net Income	$	171,390	$	162,563	$	338,971	$	315,877
Interest expense		150,059		150,887		301,696		294,692
Income from operations of discontinued joint venture interests		(2,094)		(2,892)		(5,079)		(6,629)
Gain on disposal of discontinued operations		—		(18,356)		—		(18,356)


Operating Income		319,355		292,202		635,588		585,584
Depreciation and amortization		142,047		122,981		294,195		246,595


NOI of unconsolidated entities	$	461,402	$	415,183	$	929,783	$	832,179

Total consolidated and unconsolidated NOI from continuing operations		$1,310,147	$	1,198,659		$2,619,987	$	2,389,473

Adjustments to NOI:
NOI of discontinued consolidated properties		68,953		100,052		169,828		200,556
NOI of discontinued unconsolidated properties		6,969		10,259		17,445		22,068


Total NOI of our portfolio	$	1,386,069	$	1,308,970	$	2,807,260	$	2,612,097

Change in NOI from prior period		5.9%		4.0%		7.5%		5.7%
Add: Our share of NOI from Klépierre		53,189		74,319		120,065		141,881
Less: Joint venture partners' share of NOI from continuing operations		237,443		223,133		477,666		448,633
Less: Joint venture partners' share of NOI from discontinued operations		5,139		7,758		12,998		16,861


Our share of NOI	$	1,196,676	$	1,152,398	$	2,436,661	$	2,288,484

Increase in our share of NOI from prior period		3.8%		7.4%		6.5%		11.2%
Total NOI of our portfolio	$	1,386,069	$	1,308,970	$	2,807,260	$	2,612,097
NOI from non comparable properties (1)		237,959		221,614		538,465		460,931


Total NOI of comparable properties (2)	$	1,148,110	$	1,087,356	$	2,268,795	$	2,151,166

Increase in NOI of U.S. Malls, Premium Outlets and The Mills that are comparable properties		5.6%				5.5%

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


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

	THREE MONTHS ENDED JUNE 30, 2014			PER SHARE AMOUNT			SIX MONTHS ENDED JUNE 30, 2014			PER SHARE AMOUNT

RECONCILIATION OF FFO TO FUNDS AVAILABLE FOR DISTRIBUTION (OUR SHARE)

FFO	$	783,833		$	2.16		$	1,649,166		$	4.54
Non-cash impacts to FFO (1)		4,622			0.01			(5,041	)		(0.01	)


FFO excluding non-cash impacts		788,455		$	2.17			1,644,125		$	4.53
Tenant allowances		(45,199	)		(0.12	)		(85,262	)		(0.23	)
Operational capital expenditures		(24,257	)		(0.07	)		(31,216	)		(0.09	)


Funds available for distribution	$	718,999		$	1.98		$	1,527,647		$	4.21

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



Deductions:
Straight-line rent	(13,263	)	(27,311	)
Fair value of debt amortization	(5,286	)	(21,421	)
Fair market value of lease amortization	(3,008	)	(8,456	)
Additions:
Stock based compensation expense	15,664		29,470
Mortgage, financing fee and terminated swap amortization expense	10,515		22,677


	4,622		(5,041	)

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 21 and 22 and in the Earnings Release for the latest period.


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

	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,

	2014		2013		2014		2013
Consolidated Properties
Other Income ⁽¹⁾
Interest and dividend income	$	2,678	$	2,187	$	5,178	$	3,998
Lease settlement income		1,138		305		12,022		1,918
Gains on land sales		4,945		654		12,155		1,095
Other ⁽²⁾		29,183		28,943		55,577		54,381


Totals	$	37,944	$	32,089	$	84,932	$	61,392





Other Expense ⁽¹⁾
Ground rent	$	10,992	$	10,755	$	19,949	$	20,886
Professional fees and other		7,415		6,686		17,820		13,365


Totals	$	18,407	$	17,441	$	37,769	$	34,251

Capitalized Interest ⁽¹⁾	THREE MONTHS ENDED JUNE 30,				SIX MONTHS ENDED JUNE 30,

	2014		2013		2014		2013
Interest Capitalized during the Period:
Our Share of Consolidated Properties	$	3,092	$	4,604	$	6,414	$	8,361
Our Share of Joint Venture Properties	$	124	$	157	$	196	$	432

(1): Excludes WPG properties in all periods presented as those items are reported as discontinued operations.
(2): Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues and other miscellaneous income items.


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

	AS OF JUNE 30,

	2014		2013
Total Number of Properties		181		183
Total Square Footage of Properties (in millions)		154.2		155.1
Ending Occupancy ⁽²⁾:
Consolidated Assets		96.9%		96.2%
Unconsolidated Assets		95.5%		95.5%
Total Portfolio		96.5%		96.1%
Total Sales per Square Foot (PSF) ⁽³⁾:
Consolidated Assets		$596	$	598
Unconsolidated Assets		$650	$	666
Total Portfolio		$608	$	612
Base Minimum Rent PSF ⁽⁴⁾:
Consolidated Assets		$44.46		$42.03
Unconsolidated Assets		$49.66		$49.82
Total Portfolio		$45.83		$43.94

Releasing Activity for the Trailing Twelve Month Period Ended:

			TOTAL RENT PSF

	SQUARE FOOTAGE OF OPENINGS		OPENING RATE PSF (5)		CLOSING RATE PSF (5)		RELEASING SPREAD (5)
6/30/14		7,174,353	$	66.28	$	55.22	$	11.06	20.0%
3/31/14		6,653,281	$	65.89	$	54.42	$	11.47	21.1%
12/31/13		6,697,286	$	67.06	$	56.72	$	10.34	18.2%
9/30/13		6,587,881	$	65.86	$	56.50	$	9.36	16.6%
6/30/13		6,366,443	$	64.84	$	56.08	$	8.76	15.6%
3/31/13		6,268,787	$	63.61	$	55.16	$	8.45	15.3%


Occupancy Cost as a Percentage of Sales ⁽⁶⁾:

6/30/14			11.6%
3/31/14			11.4%
			11.3%
9/30/13			11.2%
6/30/13			11.2%
3/31/13			11.1%

(1): Because this information excludes WPG properties, it differs from previously reported historical information.
(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

	AS OF JUNE 30,

	2014		2013
The Mills
Total Number of Properties		13		13
Total Square Footage of Properties (in millions)		19.7		18.9
Ending Occupancy ⁽¹⁾		98.0%		97.9%
Total Sales PSF ⁽²⁾	$	529	$	519
Base Minimum Rent PSF ⁽³⁾	$	24.78	$	23.17
Releasing Spread PSF ⁽⁴⁾	$	12.74	$	7.39
Releasing Spread (Percentage Change) ⁽⁴⁾		46.9%		21.0%

International Properties
Premium Outlets
Total Number of Properties		15		13
Total Square Footage of Properties (in millions)		5.0		4.2
Designer Outlets
Total Number of Properties		5		N/A
Total Square Footage of Properties (in millions)		1.0		N/A
Statistics for Premium Outlets in Japan ⁽⁵⁾
Ending Occupancy		99.5%		99.4%
Total Sales PSF	¥	91,869	¥	89,935
Base Minimum Rent PSF	¥	4,913	¥	4,838

(1): See footnote 1 on page 24 for definition, except Ending Occupancy is calculated on all company owned space.
(2): See footnote 2 on page 24 for definition; calculation methodology is the same as for malls.
(3): See footnote 3 on page 24 for definition.
(4): See footnote 5 on page 24 for definition.
(5): Information supplied by the managing venture partner; includes 9 properties.


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

YEAR			AVG. BASE MINIMUM RENT PSF at 6/30/14


Inline Stores and Freestanding
Month to Month Leases	563	2,032,755	$	41.35	1.8%
2014 (7/1/14 - 12/31/14)	562	1,514,904	$	47.95	1.6%
2015	2,474	8,142,223	$	42.40	7.5%
2016	2,420	8,153,127	$	42.18	7.5%
2017	2,392	8,356,208	$	44.04	8.2%
2018	2,294	8,691,276	$	45.67	8.7%
2019	1,690	6,697,014	$	45.98	6.8%
2020	1,193	4,490,650	$	49.71	5.0%
2021	1,206	4,852,905	$	49.57	5.4%
2022	1,454	5,642,615	$	48.19	6.1%
2023	1,783	6,767,971	$	49.24	7.4%
2024	987	4,028,383	$	50.87	4.5%
2025 and Thereafter	478	2,499,662	$	43.48	2.5%
Specialty Leasing Agreements w/ terms in excess of 12 months	815	1,893,025	$	20.58	0.9%

Anchor Tenants
2014 (7/1/14 - 12/31/14)	1	116,298	$	11.97	–
2015	16	1,748,303	$	4.09	0.2%
2016	16	1,461,100	$	3.60	0.1%
2017	23	2,672,151	$	3.31	0.2%
2018	19	2,309,629	$	5.06	0.2%
2019	23	2,301,090	$	5.42	0.3%
2020	16	1,489,306	$	6.74	0.2%
2021	10	758,696	$	9.18	0.1%
2022	8	957,917	$	9.59	0.2%
2023	9	1,223,016	$	10.50	0.3%
2024	11	659,968	$	11.82	0.2%
2025 and Thereafter	25	2,881,913	$	5.21	0.3%

(1): Does not consider the impact of renewal options that may be contained in leases. Excludes WPG properties.
(2): Annual rental revenues represent 2013 consolidated and joint venture combined base rental revenue excluding WPG properties.


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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)

TENANT


The Gap, Inc.	365	3,740	2.0%	3.5%
L Brands, Inc.	300	1,779	1.0%	2.2%
Signet Jewelers, Ltd.	418	612	0.3%	1.7%
Abercrombie & Fitch Co.	186	1,322	0.7%	1.5%
PVH Corporation	273	1,481	0.8%	1.5%
Forever 21, Inc.	82	1,330	0.7%	1.4%
American Eagle Outfitters, Inc.	178	1,138	0.6%	1.2%
Luxottica Group S.P.A	388	701	0.4%	1.2%
Foot Locker, Inc.	248	983	0.5%	1.1%
VF Corporation	230	1,180	0.6%	1.1%

TOP ANCHORS (sorted by percentage of total square footage in U.S. properties) ⁽²⁾

TENANT


Macy's, Inc.	125	23,826	13.0%	0.4%
Sears Holdings Corporation	76	12,550	6.9%	0.1%
J.C. Penney Co., Inc.	74	11,637	6.4%	0.4%
Dillard's, Inc.	40	7,010	3.8%	–
Nordstrom, Inc.	28	4,745	2.6%	0.1%
Hudson's Bay Company	16	2,111	1.2%	0.1%
Belk, Inc.	11	1,790	1.0%	0.1%
Dick's Sporting Goods, Inc.	23	1,547	0.8%	0.5%
Target Corporation	9	1,395	0.8%	–
The Neiman Marcus Group, Inc.	10	1,265	0.7%	–
The Bon-Ton Stores, Inc.	9	1,225	0.7%	–
Kohl's Corporation	7	635	0.3%	–
Boscov's Department Store LLC	3	547	0.3%	–

(1): Excludes WPG properties.
(2): Includes space leased and owned by anchors in U.S. Malls; does not include Neiman Marcus Last Call, Nordstrom Rack, and Saks Fifth Avenue Off 5th.


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CAPITAL EXPENDITURES
(In thousands)

			UNCONSOLIDATED PROPERTIES

	CONSOLIDATED PROPERTIES (1)		TOTAL		OUR SHARE
New development projects	$	9,418	$	125,961	$	60,530
Redevelopment projects with incremental square footage and/or anchor replacement		182,618		100,024		46,304
Redevelopment projects with no incremental square footage		12,096		4,296		1,929



Subtotal new development and redevelopment projects		204,132		230,281		108,763
Tenant allowances		72,073		26,417		13,189
Operational capital expenditures at properties:
CAM expenditures ⁽²⁾		11,320		18,342		8,650
Non-CAM expenditures		10,076		2,449		1,170



Totals	$	297,601	$	277,489	$	131,772




Conversion from accrual to cash basis		68,433		29,444		13,982



Capital Expenditures for the Six Months Ended 6/30/14 ⁽³⁾		$366,034	$	306,933	$	145,754





Capital Expenditures for the Six Months Ended 6/30/13 ⁽³⁾	$	394,290	$	343,582	$	163,306

(1): WPG properties comprise $16.0 million, $4.5 million, and $2.3 million of current year new development and redevelopment projects, tenant allowances, and operational capital expenditures, respectively. Our share of unconsolidated capital expenditures relating to WPG properties was not significant.
(2): Expenditures included in the pool of expenses allocated to tenants as CAM.
(3): Agrees with the line item "Capital expenditures" on the Combined Statements of Cash Flows for the consolidated properties. No statement of cash flows is prepared for the joint venture properties; however, the above reconciliation was completed in the same manner as the reconciliation for the consolidated properties.


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



PLATFORM PROJECT TYPE	PROJECTED GROSS COST (2)		PROJECTED NET COST (3)		OUR SHARE OF NET COST		EXPECTED STABILIZED RATE OF RETURN		TOTAL CONSTRUCTION IN PROGRESS		OUR SHARE OF TOTAL CONSTRUCTION IN PROGRESS
Malls
Redevelopments	$	1,310	$	1,252	$	855		8%	$	268	$	193

Premium Outlets
New Developments	$	613	$	605	$	279		10%	$	259	$	117
Redevelopments	$	688	$	657	$	506		12%	$	152	$	134

The Mills
Redevelopments	$	29	$	15	$	11		19%	$	4	$	3
Totals	$	2,640	$	2,529	$	1,651		9%	$	683	$	447

NOTES:

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


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

PROPERTY/ LOCATION	PROJECT DESCRIPTION	ACTUAL/ PROJECTED OPENING	COMPANY'S OWNERSHIP PERCENTAGE

Malls - Redevelopments
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase I redevelopment including common area renovation and new dining pavilion (11/13), addition of small shops in former food court space (7/14)	7/14	50%
Domain, The - Austin, TX	Punch Bowl Social	8/14	100%
Meadowood Mall - Reno, NV	The Cheesecake Factory	8/14	50%
Circle Centre Mall - Indianapolis, IN	Indianapolis Star	9/14	12%
South Hills Village - Pittsburgh, PA	DSW and Ulta	9/14	100%
Southdale Center Residential - Edina, MN	230 Residential Units	9/14	50%
Coddingtown Mall - Santa Rosa, CA	Target	10/14	50%
Domain, The - Austin, TX	Common area enhancements	10/14	100%
St. Johns Town Center - Jacksonville, FL	Addition of Nordstrom and 34,000 SF small shop expansion	10/14	50%
Florida Mall - Orlando, FL	Addition of American Girl and relocation of Zara	11/14	50%
South Hills Village - Pittsburgh, PA	Redevelopment	11/14	100%
University Park Mall - Mishawaka, IN	Redevelopment	11/14	100%
Briarwood Mall - Ann Arbor, MI	PF Chang's and Bravo	12/14	50%
Mall at Rockingham Park - Salem, NH	Redevelopment	12/14	28%
Haywood Mall - Greenville, SC	Redevelopment	1/15	100%
Walt Whitman Shops - Huntington Station, NY	Zara	3/15	100%
Montgomery Mall - North Wales, PA	Redevelopment of the Wegmans wing	5/15	79%
Florida Mall - Orlando, FL	Redevelopment of the Saks building to an indoor/outdoor dining pavilion and small shops	6/15	50%
The Forum Shops - Las Vegas, NV	Transition Hall redevelopment	6/15	100%
Prien Lake Mall - Lake Charles, LA	Ulta and Maurice's	6/15	100%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase II includes 260,000 SF small shop expansion and addition of Nordstrom	10/15	50%
The Fashion Centre at Pentagon City - Arlington, VA	Redevelopment (8/15) and 50,000 SF expansion	11/15	43%
Roosevelt Field Mall - Garden City, NY	Redevelopment (11/15) and 50,000 SF small shop expansion and addition of Neiman Marcus	2/16	100%
Stanford Shopping Center - Palo Alto, CA	Relocation of Bloomingdale's (10/14), redevelopment and 120,000 SF small shop expansion	3/16	100%
Houston Galleria - Houston, TX	Relocation of Saks Fifth Avenue, redevelopment and 105,000 SF small shop expansion	6/17	50%


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

PROPERTY/ LOCATION	PROJECT DESCRIPTION	ACTUAL/ PROJECTED OPENING	COMPANY'S OWNERSHIP PERCENTAGE

Premium Outlets - New Developments
Charlotte Premium Outlets - Charlotte, NC	400,000 SF upscale Premium Outlet Center	7/14	50%
Twin Cities Premium Outlets - Eagan (Minneapolis-St. Paul), MN	410,000 SF upscale Premium Outlet Center	8/14	35%
Montreal Premium Outlets - Mirabel, Quebec, Canada	360,000 SF upscale Premium Outlet Center	10/14	50%
Vancouver Designer Outlet - Vancouver, British Columbia, Canada	242,000 SF Designer Outlet Center	4/15	45%
Gloucester Premium Outlets - Gloucester (Philadelphia, PA), NJ	375,000 SF upscale Premium Outlet Center	8/15	50%

Premium Outlets - Redevelopments
Premium Outlets Punta Norte - Mexico City, Mexico	55,000 SF expansion	11/14	50%
Toki Premium Outlets - Gifu, Japan	77,000 SF expansion	11/14	40%
Waikele Premium Outlets - Waipahu (Honolulu), HI	Redevelopment and 5,000 SF expansion	1/15	100%
Yeoju Premium Outlets - Gyeonggi Province, South Korea	259,000 SF expansion	3/15	50%
Las Vegas Premium Outlets-North - Las Vegas, NV	140,000 SF expansion	5/15	100%
Shisui Premium Outlets - Shisui, Japan	130,000 SF expansion	5/15	40%
Chicago Premium Outlets - Aurora, IL	260,000 SF expansion	8/15	100%
Woodbury Common Premium Outlets - Central Valley (New York), NY	Redevelopment and 63,000 SF expansion	3/16	100%


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

PROPERTY/ LOCATION	PROJECT DESCRIPTION	ACTUAL/ PROJECTED OPENING	COMPANY'S OWNERSHIP PERCENTAGE

The Mills - Redevelopments
Katy Mills - Katy, TX	H&M	7/14	25%
Great Mall - Milpitas, CA	Redevelopment to create 36,000 SF of small shops	9/14	100%
Grapevine Mills - Grapevine (Dallas), TX	Redevelopment	12/15	59%

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


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U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

PROPERTY NAME/LOCATION	PROPERTY TYPE	NEW TENANT	FORMER TENANT

Openings during the First Six Months of 2014
Concord Mills - Concord (Charlotte), NC	Mills	Sea Life	Nascar Speed Park
Katy Mills - Katy (Houston), TX	Mills	Ross Dress for Less	Circuit City
King of Prussia Mall - King of Prussia (Philadelphia), PA	Mall	Container Store	N/A
Pier Park - Panama City Beach, FL	Mall	Dave & Buster's	N/A
Plaza Carolina - Carolina (San Juan), PR	Mall	Sports Authority	N/A
Potomac Mills - Woodbridge (Washington, D.C.), VA	Mills	Buy Buy Baby/and That!	N/A
Square One Mall - Saugus (Boston), MA	Mall	T.J. Maxx	N/A
Woodfield Mall - Schaumburg (Chicago), IL	Mall	Arhaus Furniture	N/A

Openings Projected for the Remainder of 2014
Arizona Mills - Tempe (Phoenix), AZ	Mills	At Home	JCPenney
Briarwood Mall - Ann Arbor, MI	Mall	PF Chang's and Bravo	N/A
Circle Centre - Indianapolis, IN	Mall	Indianapolis Star	Nordstrom
Coddingtown Mall - Santa Rosa, CA	Mall	Target	Gottschalks
Domain, The - Austin, TX	Mall	Punch Bowl Social	N/A
Florida Mall, The - Orlando, FL	Mall	American Girl	N/A
		Zara ⁽³⁾	N/A
Great Mall - Milpitas (San Jose), CA	Mills	Uniqlo	N/A
Katy Mills - Katy (Houston), TX	Mills	H&M	Old Navy
Liberty Tree Mall - Danvers (Boston), MA	Mall	Sky Zone	Sports Authority ⁽²⁾
Meadowood Mall - Reno, NV	Mall	The Cheesecake Factory	N/A
South Hills Village - Pittsburgh, PA	Mall	DSW	Dick's Sporting Goods ⁽²⁾
		Ulta	Dick's Sporting Goods ⁽²⁾
St. Johns Town Center - Jacksonville, FL	Mall	Nordstrom	N/A
		Arhaus Furniture	N/A
Stanford Shopping Center - Palo Alto, CA	Mall	Bloomingdale's ⁽³⁾	N/A


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Table of Contents

U.S. ANCHOR/BIG BOX OPENINGS ⁽¹⁾

PROPERTY NAME/LOCATION	PROPERTY TYPE	NEW TENANT	FORMER TENANT

Openings Projected for 2015 and Beyond
Del Amo Fashion Center - Los Angeles, CA	Mall	Nordstrom	N/A
Houston Galleria - Houston, TX	Mall	Saks Fifth Avenue ⁽³⁾	N/A
Prien Lake Mall - Lake Charles, LA	Mall	Ulta	N/A
Roosevelt Field - Garden City (New York), NY	Mall	Neiman Marcus	N/A
Walt Whitman Shops - Huntington Station (New York), NY	Mall	Zara	N/A

(1): Excludes WPG properties.
(2): Tenant has relocated to another space within the center.
(3): Tenant has an existing store at this center but will move to a new location.


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Table of Contents

COMMON AND PREFERRED STOCK INFORMATION

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



Number Outstanding at December 31, 2013	310,608,565	51,846,157
First Quarter Activity:
Exchange of Limited Partnership Units for Common Stock	48,725	(48,725	)
Issuance of Limited Partnership Units	—	555,150
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned ⁽³⁾	1,246	469,848


Number Outstanding at March 31, 2014	310,658,536	52,822,430

Second Quarter Activity:
Exchange of Limited Partnership Units for Common Stock	14,904	(14,904	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned ⁽³⁾	66,014	—
Incremental Shares and Units Issued in Connection with the Spin-off of WPG	25,872	133,439


Number Outstanding at June 30, 2014	310,765,326	52,940,965

Number of Limited Partnership Units and Common Shares at June 30, 2014	363,706,291

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

ISSUER	DESCRIPTION		PER SHARE LIQUIDATION PREFERENCE		AGGREGATE LIQUIDATION PREFERENCE


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

(1): Excludes Limited Partnership preferred units relating to preferred stock outstanding.
(2): Excludes units owned by the Company (shown here as Common Shares) and Limited Partnership Units not exchangeable for common shares.
(3): Represents restricted stock awards and earned LTIP units issued pursuant to the Operating Partnership's 1998 Stock Incentive Plan, net of forfeitures.
(4): Each share is redeemable on or after October 15, 2027. The shares are traded on the New York Stock Exchange. The closing price on June 30, 2014 was $68.77 per share.
(5): Each preferred unit is redeemable upon the occurrence of certain tax triggering events.


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Table of Contents

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

(1): Includes WPG properties NOI and FFO through the effective date of the spin-off.


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Table of Contents

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

	TOTAL INDEBTEDNESS			OUR SHARE OF INDEBTEDNESS

Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	5,698,599		$	5,612,365		5.49%	4.4
Variable Rate Debt		630,000			630,000		1.22%	2.8


Total Mortgage Debt		6,328,599			6,242,365		5.06%	4.2
Unsecured Debt
Fixed Rate		14,441,764			14,441,764		4.64%	6.3
Revolving Credit Facility – Euro Currency		652,204			652,204		0.88%	5.0
Supplemental Credit Facility – Yen Currency		219,483			219,483		1.05%	3.0


Total Revolving Credit Facilities		871,687			871,687		0.92%	4.5
Unsecured Term Loan		240,000			240,000		1.26%	3.7


Total Unsecured Debt		15,553,451			15,553,451		4.38%	6.2
Premium		60,544			60,544
Discount		(41,534	)		(41,534	)



Consolidated Mortgages and Unsecured Indebtedness (1)	$	21,901,060		$	21,814,826		4.58%	5.6

Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	10,341,247		$	4,889,932		4.80%	6.1
Variable Rate Debt		1,685,759			865,013		2.22%	3.7
TMLP Debt (2)		729,121			305,756		–	–


Total Mortgage Debt		12,756,127			6,060,701		4.41%	5.7
Premium		8,559			5,813



Joint Venture Mortgages and Other Indebtedness (1)	$	12,764,686		$	6,066,514		4.41%	5.7


Our Share of Total Indebtedness				$	$27,881,340		4.54%	5.6

		OUR SHARE OF INDEBTEDNESS

Summary of Our Share of Fixed and Variable Rate Debt
Consolidated
Fixed	92.0%	$	20,073,139	4.88%	5.8
Variable	8.0%		1,741,687	1.08%	3.8


	100.0%		21,814,826	4.58%	5.6
Joint Venture
Fixed	83.4%	$	5,061,000	4.80%	6.1
Variable	16.6%		1,005,514	2.22%	3.7


	100.0%		6,066,514	4.41%	5.7
Total Debt		$	27,881,340


Total Fixed Debt	90.1%	$	25,134,139	4.87%	5.8


Total Variable Debt	9.9%	$	2,747,201	1.46%	3.8

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


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Table of Contents

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

YEAR	OUR SHARE OF UNSECURED CONSOLIDATED DEBT				OUR SHARE OF SECURED CONSOLIDATED DEBT			OUR SHARE OF UNCONSOLIDATED JOINT VENTURE DEBT			OUR SHARE OF TOTAL DEBT


2014		218,430		5.63%		51,236	–		228,746	2.83%		498,412	4.38%
2015		1,600,000		5.12%		73,652	–		939,188	4.95%		2,612,840	5.07%
2016		1,300,000		6.02%		2,423,084	5.57%		624,845	5.86%		4,347,929	5.74%
2017		1,819,483		3.22%		1,712,894	4.95%		428,923	5.03%		3,961,300	4.16%
2018		1,990,000		3.92%		33,971	–		309,584	1.76%		2,333,555	3.66%
2019		1,902,204		6.44%		114,892	7.79%		208,589	4.08%		2,225,685	6.43%
2020		2,273,332		4.18%		230,398	5.51%		853,518	4.65%		3,357,248	4.39%
2021		1,600,000		4.27%		322,303	5.41%		798,646	4.79%		2,720,949	4.57%
2022		600,000		3.38%		506,025	4.13%		639,308	4.28%		1,745,333	3.94%
2023		500,000		2.75%		694,561	3.85%		431,225	3.34%		1,625,786	3.40%
Thereafter		1,750,000		5.09%		79,351	4.84%		598,129	3.98%		2,427,480	4.76%


Face Amounts of Indebtedness	$	15,553,449		4.38%	$	6,242,367	5.06%	$	6,060,701	4.41%	$	27,856,517	4.54%
Premiums (Discounts) on Indebtedness, Net		(40,995	)			60,005			5,813			24,823


Our Share of Total Indebtedness	$	15,512,454			$	6,302,372		$	6,066,514		$	27,881,340


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Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

									DEBT INFORMATION

				LEGAL			TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP			SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE

	Malls
1.	ABQ Uptown	NM	Albuquerque		100.0%			230,066	⁽²⁾
2.	Apple Blossom Mall	VA	Winchester		49.1%			471,694	⁽²⁾
3.	Auburn Mall	MA	Auburn		56.4%			586,242	09/01/20			6.02%	Fixed		40,048		22,575
4.	Aventura Mall ⁽³⁾	FL	Miami Beach (Miami)		33.3%			2,106,157	12/01/20			3.75%	Fixed		1,200,000		400,000
5.	Avenues, The	FL	Jacksonville		25.0%	⁽⁴⁾		1,114,467	02/06/23			3.60%	Fixed		110,000		27,500
6.	Bangor Mall	ME	Bangor		87.6%			652,531	10/01/17			6.15%	Fixed		80,000		70,087
7.	Barton Creek Square	TX	Austin		100.0%			1,429,367	⁽²⁾
8.	Battlefield Mall	MO	Springfield		100.0%			1,201,558	09/01/22			3.95%	Fixed		125,000		125,000
9.	Bay Park Square	WI	Green Bay		100.0%			711,747	⁽²⁾
10.	Brea Mall	CA	Brea (Los Angeles)		100.0%			1,319,397	⁽²⁾
11.	Briarwood Mall	MI	Ann Arbor		50.0%			968,983	11/30/16	⁽⁶⁾		7.50%	Fixed		111,055		55,527
12.	Broadway Square	TX	Tyler		100.0%			627,361	⁽²⁾
13.	Burlington Mall	MA	Burlington (Boston)		100.0%			1,317,237	⁽²⁾
14.	Cape Cod Mall	MA	Hyannis		56.4%			721,351	03/06/21			5.75%	Fixed		95,847		54,029
15.	Castleton Square	IN	Indianapolis		100.0%			1,383,166	⁽²⁾
16.	Cielo Vista Mall	TX	El Paso		100.0%			1,241,455	⁽²⁾
17.	Circle Centre	IN	Indianapolis		14.7%	⁽⁴⁾		767,698	01/28/20	⁽⁸⁾		3.06%	Variable		67,000		9,822
18.	Coconut Point	FL	Estero		50.0%			1,204,941	12/10/16			5.83%	Fixed		230,000		115,000
19.	Coddingtown Mall	CA	Santa Rosa		50.0%			673,438	03/01/17	⁽⁸⁾		1.91%	Variable		12,150		12,150
20.	College Mall	IN	Bloomington		100.0%			636,405	⁽²⁾
21.	Columbia Center	WA	Kennewick		100.0%			771,790	⁽²⁾
22.	Copley Place	MA	Boston		94.4%	⁽⁷⁾		1,242,718	⁽²⁾
23.	Coral Square	FL	Coral Springs (Miami)		97.2%			943,886	⁽²⁾
24.	Cordova Mall	FL	Pensacola		100.0%			832,788	⁽²⁾
25.	Crystal Mall	CT	Waterford		78.2%			783,071	06/06/22			4.46%	Fixed		95,000		74,276
26.	Dadeland Mall	FL	Miami		50.0%			1,497,196	12/05/21			4.50%	Fixed		446,411		223,205
27.	Del Amo Fashion Center	CA	Torrance (Los Angeles)		50.0%			2,148,788	01/17/18	⁽⁸⁾		2.16%	Variable		310,000		155,000
28.	Domain, The	TX	Austin		100.0%			1,232,958	08/01/21			5.44%	Fixed		200,225		200,225
29.	Dover Mall	DE	Dover		68.1%			928,199	08/06/21			5.57%	Fixed		90,503		61,624
30.	Emerald Square	MA	North Attleboro (Providence, RI)		56.4%			1,022,661	08/11/22			4.71%	Fixed		111,798		63,021
31.	Empire Mall	SD	Sioux Falls		100.0%			1,125,425	06/01/16			5.79%	Fixed		176,300		176,300
32.	Falls, The	FL	Miami		50.0%			838,075	11/30/16	⁽⁶⁾		7.50%	Fixed		107,353		53,676
33.	Fashion Centre at Pentagon City, The	VA	Arlington (Washington, DC)		42.5%			990,728	07/01/21			5.11%	Fixed		40,000		17,000
									07/01/21			4.87%	Fixed		410,000		174,250
34.	Fashion Mall at Keystone, The	IN	Indianapolis		100.0%			710,699	⁽²⁾
35.	Fashion Valley	CA	San Diego		50.0%			1,721,509	01/04/21			4.30%	Fixed		471,074		235,538
36.	Firewheel Town Center	TX	Garland (Dallas)		100.0%			998,123	⁽²⁾
37.	Florida Mall, The	FL	Orlando		50.0%			1,662,847	09/05/20			5.25%	Fixed		353,658		176,829
38.	Forum Shops at Caesars, The	NV	Las Vegas		100.0%			679,226	⁽²⁾
39.	Galleria, The	TX	Houston		50.4%			1,909,495	12/01/15			5.44%	Fixed		643,583		324,173
									12/01/15			5.44%	Fixed		177,417		89,365


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Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

									DEBT INFORMATION

				LEGAL			TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP			SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


40.	Greendale Mall	MA	Worcester (Boston)		56.4%			428,818	10/01/16			6.00%	Fixed		45,000		25,367
41.	Greenwood Park Mall	IN	Greenwood (Indianapolis)		100.0%			1,288,171	08/01/16	⁽⁹⁾		8.00%	Fixed		76,214		76,214
42.	Hamilton Town Center	IN	Noblesville (Indianapolis)		50.0%			674,045	04/01/22			4.81%	Fixed		84,000		42,000
43.	Haywood Mall	SC	Greenville		100.0%			1,228,957	⁽²⁾
44.	Independence Center	MO	Independence (Kansas City)		100.0%			866,145	07/10/17			5.94%	Fixed		200,000		200,000
45.	Indian River Mall	FL	Vero Beach		50.0%			736,141	11/01/14	⁽¹⁹⁾		5.21%	Fixed		60,914		30,457
46.	Ingram Park Mall	TX	San Antonio		100.0%			1,120,874	06/01/21			5.38%	Fixed		139,041		139,041
47.	King of Prussia Mall	PA	King of Prussia (Philadelphia)		100.0%			2,496,617	01/01/17			7.49%	Fixed		54,165		54,165
									01/01/17			8.53%	Fixed		3,892		3,892
									01/01/17			4.50%	Fixed		50,000		50,000
48.	La Plaza Mall	TX	McAllen		100.0%			1,220,497	⁽²⁾
49.	Lakeline Mall	TX	Cedar Park (Austin)		100.0%			1,097,360	⁽²⁾
50.	Lehigh Valley Mall	PA	Whitehall		50.0%			1,179,950	07/05/20			5.88%	Fixed		132,484		66,242
51.	Lenox Square	GA	Atlanta		100.0%			1,558,061	⁽²⁾
52.	Liberty Tree Mall	MA	Danvers (Boston)		49.1%			856,139	05/06/23			3.41%	Fixed		34,281		16,845
53.	Livingston Mall	NJ	Livingston (New York)		100.0%			968,957	⁽²⁾
54.	Mall at Chestnut Hill, The	MA	Chestnut Hill (Boston)		94.4%			468,959	11/01/23			4.69%	Fixed		120,000		113,328
55.	Mall at Rockingham Park, The	NH	Salem (Boston)		28.2%			1,020,539	03/10/17			5.61%	Fixed		260,000		73,282
56.	Mall at Tuttle Crossing, The	OH	Dublin (Columbus)		50.0%			1,125,491	05/01/23			3.56%	Fixed		125,000		62,500
57.	Mall of Georgia	GA	Buford (Atlanta)		100.0%			1,817,591	⁽²⁾
58.	Mall of New Hampshire, The	NH	Manchester		56.4%			811,859	10/05/15			6.23%	Fixed		126,114		71,091
59.	McCain Mall	AR	N. Little Rock		100.0%			786,609	⁽²⁾
60.	Meadowood Mall	NV	Reno		50.0%			883,751	11/06/21			5.82%	Fixed		120,981		60,490
61.	Menlo Park Mall	NJ	Edison (New York)		100.0%			1,332,364	⁽²⁾
62.	Miami International Mall	FL	Miami		47.8%			1,084,310	02/06/24			4.42%	Fixed		160,000		76,442
63.	Midland Park Mall	TX	Midland		100.0%			622,235	09/06/22			4.35%	Fixed		82,579		82,579
64.	Miller Hill Mall	MN	Duluth		100.0%			832,987	⁽²⁾
65.	Montgomery Mall	PA	North Wales (Philadelphia)		79.4%			1,107,469	05/01/24			4.57%	Fixed		100,000		79,351
66.	North East Mall	TX	Hurst (Dallas)		100.0%			1,669,001	⁽²⁾
67.	Northgate Mall	WA	Seattle		100.0%			1,047,583	⁽²⁾
68.	Northshore Mall	MA	Peabody (Boston)		56.4%			1,591,959	07/05/23			3.30%	Fixed		270,002		152,201
69.	Ocean County Mall	NJ	Toms River (New York)		100.0%			898,360	⁽²⁾
70.	Orland Square	IL	Orland Park (Chicago)		100.0%			1,232,592	⁽²⁾
71.	Oxford Valley Mall	PA	Langhorne (Philadelphia)		85.5%			1,332,968	12/07/20			4.77%	Fixed		67,122		57,416
72.	Penn Square Mall	OK	Oklahoma City		94.5%			1,063,755	04/01/16			7.75%	Fixed		94,639		89,430
73.	Pheasant Lane Mall	NH	Nashua			⁽¹⁰⁾		979,338	⁽²⁾
74.	Phipps Plaza	GA	Atlanta		100.0%			831,329	⁽²⁾
75.	Pier Park	FL	Panama City Beach		65.6%			882,536	⁽²⁾
76.	Plaza Carolina	PR	Carolina (San Juan)		100.0%			1,156,062	09/30/17	⁽⁸⁾		1.51%	Variable		225,000		225,000
77.	Prien Lake Mall	LA	Lake Charles		100.0%			848,040	⁽²⁾


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Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

									DEBT INFORMATION

				LEGAL			TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP			SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


78.	Quaker Bridge Mall	NJ	Lawrenceville		50.0%			1,083,725	04/01/16			7.03%	Fixed		13,030		6,515
									04/01/16			2.95%	Fixed		62,000		31,000
79.	Rockaway Townsquare	NJ	Rockaway (New York)		100.0%			1,245,313	⁽²⁾
80.	Roosevelt Field	NY	Garden City (New York)		100.0%			2,207,280	⁽²⁾
81.	Ross Park Mall	PA	Pittsburgh		100.0%			1,243,755	⁽²⁾
82.	Santa Rosa Plaza	CA	Santa Rosa		100.0%			694,072	⁽²⁾
83.	Shops at Mission Viejo, The	CA	Mission Viejo (Los Angeles)		51.0%			1,151,177	02/01/23			3.61%	Fixed		295,000		150,450
84.	Shops at Nanuet, The	NY	Nanuet		100.0%			750,322	⁽²⁾
85.	Shops at Riverside, The	NJ	Hackensack (New York)		100.0%			770,795	02/01/23			3.37%	Fixed		130,000		130,000
86.	Shops at Sunset Place, The	FL	S. Miami		37.5%	⁽⁴⁾		517,964	09/01/20			5.62%	Fixed		73,218		27,457
87.	Smith Haven Mall	NY	Lake Grove (New York)		25.0%	⁽⁴⁾		1,301,863	03/01/16			5.16%	Fixed		180,000		45,000
88.	Solomon Pond Mall	MA	Marlborough (Boston)		56.4%			885,387	11/01/22			4.01%	Fixed		106,989		60,310
89.	South Hills Village	PA	Pittsburgh		100.0%			1,118,678	⁽²⁾
90.	South Shore Plaza	MA	Braintree (Boston)		100.0%			1,588,087	⁽²⁾
91.	Southdale Center	MN	Edina (Minneapolis)		100.0%			1,258,454	04/01/23			3.84%	Fixed		155,000		155,000
92.	SouthPark	NC	Charlotte		100.0%			1,679,857	08/01/16	⁽⁹⁾		8.00%	Fixed		188,630		188,630
93.	Southridge Mall	WI	Greendale (Milwaukee)		100.0%			1,172,023	06/06/23			3.85%	Fixed		125,000		125,000
94.	Springfield Mall ⁽³⁾	PA	Springfield (Philadelphia)		50.0%			610,965	11/30/15	⁽¹¹⁾		4.77%	Fixed		63,305		31,653
95.	Square One Mall	MA	Saugus (Boston)		56.4%			929,929	01/06/22			5.47%	Fixed		96,789		54,560
96.	St. Charles Towne Center	MD	Waldorf (Washington, D.C.)		100.0%			980,765	⁽²⁾
97.	St. Johns Town Center	FL	Jacksonville		50.0%			1,235,037	03/11/15			5.06%	Fixed		159,350		79,675
									05/10/15			1.86%	Variable		76,762		38,381
									01/28/16	⁽⁸⁾		1.41%	Variable		15,251		7,626
98.	Stanford Shopping Center	CA	Palo Alto (San Jose)		94.4%	⁽⁷⁾		1,342,564	⁽²⁾
99.	Stoneridge Shopping Center	CA	Pleasanton (San Francisco)		49.9%			1,300,861	11/30/16	⁽⁶⁾		7.50%	Fixed		217,886		108,725
100.	Summit Mall	OH	Akron		100.0%			769,431	06/10/17			5.42%	Fixed		65,000		65,000
101.	Tacoma Mall	WA	Tacoma (Seattle)		100.0%			1,335,125	⁽²⁾
102.	Tippecanoe Mall	IN	Lafayette		100.0%			864,039	⁽²⁾
103.	Town Center at Boca Raton	FL	Boca Raton (Miami)		100.0%			1,780,257	⁽²⁾
104.	Town Center at Cobb	GA	Kennesaw (Atlanta)		100.0%			1,280,798	05/01/22			4.76%	Fixed		199,775		199,775
105.	Towne East Square	KS	Wichita		100.0%			1,134,171	⁽²⁾
106.	Treasure Coast Square	FL	Jensen Beach		100.0%			876,437	⁽²⁾
107.	Tyrone Square	FL	St. Petersburg (Tampa)		100.0%			1,094,153	⁽²⁾
108.	University Park Mall	IN	Mishawaka		100.0%			920,985	⁽²⁾
109.	Walt Whitman Shops	NY	Huntington Station (New York)		100.0%			1,087,714	08/01/16	⁽⁹⁾		8.00%	Fixed		116,227		116,227
110.	West Town Mall	TN	Knoxville		50.0%			1,334,806	12/01/17			6.34%	Fixed		210,000		105,000
111.	Westchester, The	NY	White Plains (New York)		40.0%			826,292	05/05/20			6.00%	Fixed		354,330		141,732
112.	White Oaks Mall	IL	Springfield		80.7%			924,913	11/01/16			5.54%	Fixed		50,000		40,339
113.	Wolfchase Galleria	TN	Memphis		94.5%			1,151,233	04/01/17			5.64%	Fixed		225,000		212,616
114.	Woodfield Mall	IL	Schaumburg (Chicago)		50.0%			2,174,697	03/05/24			4.50%	Fixed		425,000		212,500
115.	Woodland Hills Mall	OK	Tulsa		94.5%			1,086,873	04/05/19			7.79%	Fixed		92,310		87,203


	Total Mall Square Footage							126,264,659


2Q 2014 SUPPLEMENTAL		41

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

								DEBT INFORMATION

				LEGAL		TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP		SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE

	Premium Outlets
1.	Albertville Premium Outlets	MN	Albertville (Minneapolis)		100.0%		429,555	⁽²⁾
2.	Allen Premium Outlets	TX	Allen (Dallas)		100.0%		441,758	⁽²⁾
3.	Aurora Farms Premium Outlets	OH	Aurora (Cleveland)		100.0%		285,298	⁽²⁾
4.	Birch Run Premium Outlets	MI	Birch Run (Detroit)		100.0%		678,695	04/11/16	⁽¹⁴⁾		5.95%	Fixed		103,328		103,328
5.	Calhoun Premium Outlets	GA	Calhoun		100.0%		254,053	09/01/16	⁽¹⁵⁾		5.79%	Fixed		19,887		19,887
6.	Camarillo Premium Outlets	CA	Camarillo (Los Angeles)		100.0%		674,764	⁽²⁾
7.	Carlsbad Premium Outlets	CA	Carlsbad (San Diego)		100.0%		289,461	⁽²⁾
8.	Carolina Premium Outlets	NC	Smithfield (Raleigh)		100.0%		438,870	12/01/22			3.36%	Fixed		49,033		49,033
9.	Chicago Premium Outlets	IL	Aurora (Chicago)		100.0%		437,441	⁽²⁾
10.	Cincinnati Premium Outlets	OH	Monroe (Cincinnati)		100.0%		398,853	⁽²⁾
11.	Clinton Crossing Premium Outlets	CT	Clinton		100.0%		276,198	⁽²⁾
12.	Columbia Gorge Premium Outlets	OR	Troutdale (Portland)		100.0%		163,727	⁽²⁾
13.	Desert Hills Premium Outlets	CA	Cabazon (Palm Springs)		100.0%		648,539	⁽²⁾
14.	Edinburgh Premium Outlets	IN	Edinburgh (Indianapolis)		100.0%		377,826	⁽²⁾
15.	Ellenton Premium Outlets	FL	Ellenton (Tampa)		100.0%		476,394	01/11/16	⁽¹⁶⁾		5.51%	Fixed		101,460		101,460
16.	Folsom Premium Outlets	CA	Folsom (Sacramento)		100.0%		297,701	⁽²⁾
17.	Gaffney Premium Outlets	SC	Gaffney (Greenville/Charlotte)		100.0%		359,753	09/01/16	⁽¹⁵⁾		5.79%	Fixed		36,092		36,092
18.	Gilroy Premium Outlets	CA	Gilroy (San Jose)		100.0%		577,875	⁽²⁾
19.	Grand Prairie Premium Outlets	TX	Grand Prairie (Dallas)		100.0%		417,415	04/01/23			3.66%	Fixed		120,000		120,000
20.	Grove City Premium Outlets	PA	Grove City (Pittsburgh)		100.0%		531,514	01/11/16	⁽¹⁶⁾		5.51%	Fixed		109,528		109,528
21.	Gulfport Premium Outlets	MS	Gulfport		100.0%		300,233	01/11/16	⁽¹⁶⁾		5.51%	Fixed		24,437		24,437
22.	Hagerstown Premium Outlets	MD	Hagerstown (Baltimore/		100.0%		485,063	04/11/16	⁽¹⁴⁾		5.95%	Fixed		86,820		86,820
			Washington DC)
23.	Houston Premium Outlets	TX	Cypress (Houston)		100.0%		541,602	⁽²⁾
24.	Jackson Premium Outlets	NJ	Jackson (New York)		100.0%		285,617	⁽²⁾
25.	Jersey Shore Premium Outlets	NJ	Tinton Falls (New York)		100.0%		434,356	01/11/16	⁽¹⁶⁾		5.51%	Fixed		67,972		67,972
26.	Johnson Creek Premium Outlets	WI	Johnson Creek		100.0%		276,373	⁽²⁾
27.	Kittery Premium Outlets	ME	Kittery		100.0%		259,403	⁽²⁾
28.	Las Americas Premium Outlets	CA	San Diego		100.0%		555,031	06/11/16			5.84%	Fixed		177,707		177,707
29.	Las Vegas Premium Outlets - North	NV	Las Vegas		100.0%		530,280	⁽²⁾


2Q 2014 SUPPLEMENTAL		42

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

								DEBT INFORMATION

				LEGAL		TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP		SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


30.	Las Vegas Premium Outlets - South	NV	Las Vegas		100.0%		535,657	⁽²⁾
31.	Lebanon Premium Outlets	TN	Lebanon (Nashville)		100.0%		227,262	01/11/16	⁽¹⁶⁾		5.51%	Fixed		15,024		15,024
32.	Lee Premium Outlets	MA	Lee		100.0%		224,709	09/01/16	⁽¹⁵⁾		5.79%	Fixed		49,645		49,645
33.	Leesburg Corner Premium Outlets	VA	Leesburg (Washington D.C.)		100.0%		518,002	⁽²⁾
34.	Liberty Village Premium Outlets	NJ	Flemington (New York)		100.0%		162,189	⁽²⁾
35.	Lighthouse Place Premium Outlets	IN	Michigan City (Chicago, IL)		100.0%		454,730	⁽²⁾
36.	Livermore Premium Outlets	CA	Livermore (San Francisco)		100.0%		511,647	⁽²⁾
37.	Merrimack Premium Outlets	NH	Merrimack		100.0%		408,996	07/01/23			3.78%	Fixed		130,000		130,000
38.	Napa Premium Outlets	CA	Napa		100.0%		179,168	⁽²⁾
39.	North Bend Premium Outlets	WA	North Bend (Seattle)		100.0%		223,552	⁽²⁾
40.	North Georgia Premium Outlets	GA	Dawsonville (Atlanta)		100.0%		540,408	⁽²⁾
41.	Orlando Premium Outlets - International Dr	FL	Orlando		100.0%		773,651	⁽²⁾
42.	Orlando Premium Outlets - Vineland Ave	FL	Orlando		100.0%		655,004	⁽²⁾
43.	Osage Beach Premium Outlets	MO	Osage Beach		100.0%		392,589	⁽²⁾
44.	Petaluma Village Premium Outlets	CA	Petaluma (San Francisco)		100.0%		195,566	⁽²⁾
45.	Philadelphia Premium Outlets	PA	Limerick (Philadelphia)		100.0%		549,137	⁽²⁾
46.	Phoenix Premium Outlets	AZ	Chandler (Phoenix)		100.0%		356,496	⁽²⁾
47.	Pismo Beach Premium Outlets	CA	Pismo Beach		100.0%		147,416	11/06/16	⁽¹⁷⁾		5.84%	Fixed		33,850		33,850
48.	Pleasant Prairie Premium	WI	Pleasant Prairie (Chicago,		100.0%		402,526	01/11/16	⁽¹⁶⁾		5.51%	Fixed		58,378		58,378
	Outlets		IL/Milwaukee)					12/01/16			6.01%	Fixed		35,537		35,537
49.	Puerto Rico Premium Outlets	PR	Barceloneta		100.0%		341,951	09/30/17	⁽⁸⁾		1.51%	Variable		125,000		125,000
50.	Queenstown Premium Outlets	MD	Queenstown (Baltimore)		100.0%		289,296	11/06/16	⁽¹⁷⁾		5.84%	Fixed		66,150		66,150
51.	Rio Grande Valley Premium Outlets	TX	Mercedes (McAllen)		100.0%		604,105	⁽²⁾
52.	Round Rock Premium Outlets	TX	Round Rock (Austin)		100.0%		488,679	⁽²⁾
53.	San Marcos Premium Outlets	TX	San Marcos (Austin/San Antonio)		100.0%		731,928	01/11/16	⁽¹⁶⁾		5.51%	Fixed		138,931		138,931


2Q 2014 SUPPLEMENTAL		43

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

									DEBT INFORMATION

				LEGAL			TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP			SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


54.	Seattle Premium Outlets	WA	Tulalip (Seattle)		100.0%			554,589	⁽²⁾
55.	Silver Sands Premium Outlets	FL	Destin		50.0%			451,049	06/01/22			3.93%	Fixed		100,000		50,000
56.	St. Augustine Premium Outlets	FL	St. Augustine (Jacksonsville)		100.0%			328,539	⁽²⁾
57.	St. Louis Premium Outlets	MO	St. Louis (Chesterfield)		60.0%			351,462	⁽²⁾
58.	Tanger Outlets - Galveston/Houston ⁽³⁾	TX	Texas City		50.0%			352,705	07/01/18	⁽⁸⁾		1.66%	Variable		65,000		32,500
59.	The Crossings Premium Outlets	PA	Tannersville		100.0%			411,065	12/01/22			3.41%	Fixed		115,000		115,000
60.	Vacaville Premium Outlets	CA	Vacaville		100.0%			437,373	⁽²⁾
61.	Waikele Premium Outlets	HI	Waipahu (Honolulu)		100.0%			208,947	⁽²⁾
62.	Waterloo Premium Outlets	NY	Waterloo		100.0%			417,752	⁽²⁾
63.	Williamsburg Premium Outlets	VA	Williamsburg		100.0%			521,950	04/11/16	⁽¹⁴⁾		5.95%	Fixed		100,301		100,301
64.	Woodburn Premium Outlets	OR	Woodburn (Portland)		100.0%			389,761	⁽²⁾
65.	Woodbury Common Premium Outlets	NY	Central Valley (New York)		100.0%			837,384	⁽²⁾
66.	Wrentham Village Premium Outlets	MA	Wrentham (Boston)		100.0%			660,091	⁽²⁾

	Total U.S. Premium Outlet Square Footage							27,960,979





	Total Mall and U.S. Premium Outlet Square Footage							154,225,638





	The Mills
1.	Arizona Mills	AZ	Tempe (Phoenix)		100.0%			1,239,765	07/01/20			5.76%	Fixed		166,058		166,058
2.	Arundel Mills	MD	Hanover (Baltimore)		59.3%			1,662,760	02/06/24			4.29%	Fixed		385,000		228,113
3.	Colorado Mills	CO	Lakewood (Denver)		37.5%	⁽⁴⁾		1,410,491	06/01/15			3.91%	Variable		123,365		46,262
									07/01/21			5.04%	Fixed		28,000		10,500
4.	Concord Mills	NC	Concord (Charlotte)		59.3%			1,342,625	11/01/22			3.84%	Fixed		235,000		139,261
5.	Grapevine Mills	TX	Grapevine (Dallas)		59.3%			1,778,863	09/22/14			2.31%	Variable		266,834		158,126
6.	Great Mall	CA	Milpitas (San Jose)		100.0%			1,360,151	⁽²⁾
7.	Gurnee Mills	IL	Gurnee (Chicago)		100.0%			1,919,482	07/01/17			5.77%	Fixed		321,000		321,000
8.	Katy Mills	TX	Katy (Houston)		62.5%	⁽⁴⁾		1,747,449	12/06/22			3.49%	Fixed		140,000		35,000
9.	Ontario Mills	CA	Ontario (Riverside)		50.0%			1,471,194	03/05/22			4.25%	Fixed		336,363		168,181
10.	Opry Mills	TN	Nashville		100.0%			1,153,536	10/10/16	⁽⁸⁾		0.86%	Variable		280,000		280,000
									10/10/16	⁽⁸⁾		5.00%	Fixed		100,784		100,784
11.	Outlets at Orange, The	CA	Orange (Los Angeles)		50.0%			804,107	04/01/24			4.22%	Fixed		215,000		107,500
12.	Potomac Mills	VA	Woodbridge (Washington, D.C.)		100.0%			1,525,298	07/11/17			5.83%	Fixed		410,000		410,000
13.	Sawgrass Mills	FL	Sunrise (Miami)		100.0%			2,300,132	⁽²⁾


	Total The Mills Square Footage							19,715,853


2Q 2014 SUPPLEMENTAL		44

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

								DEBT INFORMATION

				LEGAL		TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP		SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


	TMLP Properties
	Franklin Mills, The Esplanade, The Galleria at White Plains, Northpark Mall, and Sugarloaf Mills								⁽²³⁾					729,121		305,756

	Total TMLP Properties Square Footage						5,611,553




	Other Properties
	Florida Keys Outlet Center, Huntley Outlet Center, Indian River Commons,								⁽¹²⁾⁽¹³⁾					154,548		143,120
	Lincoln Plaza, Naples Outlet Center, Northfield Square, Outlet Marketplace,								⁽¹⁶⁾⁽¹⁹⁾
	Upper Valley Mall, Washington Square								⁽²¹⁾

	Total Other Properties Square Footage						3,591,724





	TOTAL U.S. SQUARE FOOTAGE ⁽²⁴⁾						183,144,768





	International Properties
	AUSTRIA
1.	Parndorf Designer Outlets Phases 3 & 4	Vienna			90.0%		118,000	06/30/16	⁽²⁰⁾		2.34%	Variable		48,637		43,774


	Subtotal Austria Square Footage						118,000
	CANADA
2.	Toronto Premium Outlets	Ontario			50.0%		358,500	07/09/15	⁽²⁹⁾		2.40%	Variable		90,384		45,192


	Subtotal Canada Square Footage						358,500
	ITALY
3.	La Reggia Designer Outlets Phases 1 & 2	Marcianise (Naples)			60.0%		288,000	03/31/27	⁽²⁰⁾		1.65%	Variable		87,321		52,392
4.	Noventa Di Piave Designer	Venice			60.0%		280,000	08/29/26	⁽²⁰⁾		1.25%	Variable		46,626		27,976
	Outlets Phases 1, 2 & 3							06/30/27	⁽²⁰⁾		2.71%	Variable		50,330		30,198


	Subtotal Italy Square Footage						568,000
	JAPAN
5.	Ami Premium Outlets	Ami (Tokyo)			40.0%		315,000	09/25/23	⁽²⁵⁾		1.83%	Fixed		95,794		38,317
6.	Gotemba Premium Outlets	Gotemba City (Tokyo)			40.0%		481,500	02/28/18	⁽²⁵⁾		0.50%	Variable		21,687		8,675
7.	Kobe-Sanda Premium Outlets	Kobe (Osaka)			40.0%		441,000	01/31/20	⁽²⁵⁾		0.50%	Variable		39,865		15,946
8.	Rinku Premium Outlets	Izumisano (Osaka)			40.0%		416,500	11/25/14	⁽²⁵⁾		1.84%	Fixed		2,736		1,094
								07/31/17	⁽²⁵⁾		0.45%	Variable		16,758		6,703
9.	Sano Premium Outlets	Sano (Tokyo)			40.0%		390,800	05/31/18	⁽²⁵⁾		0.50%	Variable		9,858		3,943
10.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)			40.0%		164,200	10/31/18	⁽²⁵⁾		0.47%	Variable		16,857		6,743
11.	Shisui Premium Outlets	Shisui (Chiba)			40.0%		234,800	05/31/18	⁽²⁵⁾		0.43%	Variable		49,683		19,873
12.	Toki Premium Outlets	Toki (Nagoya)			40.0%		289,600	04/30/15	⁽²⁵⁾		0.97%	Variable		7,668		3,067


2Q 2014 SUPPLEMENTAL		45

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

								DEBT INFORMATION

				LEGAL		TOTAL		MATURITY		INTEREST			INDEBTEDNESS ($ in 000's)
	PROPERTY NAME	STATE	CITY (CBSA)	OWNERSHIP		SQUARE FEET		DATE		RATE (1)		TYPE	TOTAL		OUR SHARE


13.	Tosu Premium Outlets	Fukuoka (Kyushu)			40.0%		290,400	12/31/18	⁽²⁵⁾		0.47%	Variable		21,737		8,695


	Subtotal Japan Square Footage						3,023,800
	KOREA
14.	Busan Premium Outlets	Busan			50.0%		360,200	02/10/17	⁽²⁶⁾		5.52%	Fixed		67,600		33,800
								02/13/17	⁽²⁶⁾		4.94%	Variable		55,758		27,879
15.	Paju Premium Outlets	Paju (Seoul)			50.0%		442,900	11/28/19	⁽²⁶⁾		4.08%	Fixed		106,977		53,488
16.	Yeoju Premium Outlets	Yeoju (Seoul)			50.0%		286,200	09/06/20	⁽²⁶⁾		4.68%	Fixed		7,799		3,900


	Subtotal South Korea Square Footage						1,089,300
	MALAYSIA
17.	Johor Premium Outlets	Johor (Singapore)			50.0%		280,300	10/14/20	⁽²⁷⁾		4.87%	Variable		26,201		13,100


	Subtotal Malaysia Square Footage						280,300
	MEXICO
18.	Premium Outlets Punta Norte	Mexico City			50.0%		278,000	⁽²⁾


	Subtotal Mexico Square Footage						278,000
	NETHERLANDS
19.	Roermond Designer Outlets Phases 2 & 3	Roermond			90.0%		173,000	12/01/17	⁽²⁰⁾		2.50%	Variable		28,287		25,458
								12/01/17	⁽¹¹⁾⁽²⁰⁾		5.12%	Fixed		66,004		59,404


	Subtotal Netherlands Square Footage						173,000
	UNITED KINGDOM
20.	Ashford Designer Outlets	Kent			45.0%		183,000	07/31/16	⁽⁵⁾		2.41%	Variable		6,814		3,066
								07/31/16	⁽¹¹⁾⁽⁵⁾		4.27%	Fixed		61,322		27,595


	Subtotal United Kingdom Square Footage						183,000


	TOTAL INTERNATIONAL SQUARE FOOTAGE ⁽²⁸⁾						6,071,900




	TOTAL SQUARE FOOTAGE						189,216,668




	Other Secured Indebtedness:								⁽³⁰⁾					200,168		92,668


	TOTAL SECURED INDEBTEDNESS														$	12,303,066	⁽³¹⁾




	Our Share of Consolidated Mortgage Debt														$	6,242,365

	Our Share of Joint Venture Mortgage Debt														$	6,060,701


2Q 2014 SUPPLEMENTAL		46

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

	DEBT INFORMATION

UNSECURED INDEBTEDNESS:	MATURITY DATE			INTEREST RATE (1)		TYPE	INDEBTEDNESS ($ in 000's) TOTAL
Simon Property Group, LP (Sr. Notes)		08/15/14			5.63%	Fixed		218,430
Simon Property Group, LP (Sr. Notes)		02/01/15			4.20%	Fixed		400,000
Simon Property Group, LP (Sr. Notes)		06/15/15			5.10%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		12/01/15			5.75%	Fixed		600,000
Retail Property Trust (Sr. Notes)		03/15/16			7.88%	Fixed		250,000
Simon Property Group, LP (Sr. Notes)		05/01/16			6.10%	Fixed		400,000
Simon Property Group, LP (Sr. Notes)		12/01/16			5.25%	Fixed		650,000
Simon Property Group, LP (Sr. Notes)		01/30/17			2.80%	Fixed		500,000
Simon Property Group, LP (Sr. Notes)		03/01/17			5.88%	Fixed		500,000
Supplemental Credit Facility - Yen Currency		06/30/17	⁽⁸⁾⁽³³⁾		1.05%	Variable		219,483
Simon Property Group, LP (Sr. Notes)		09/15/17			2.15%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		02/01/18			1.50%	Fixed		750,000
Unsecured Term Loan		02/28/18	⁽⁸⁾		1.26%	Variable		240,000
Simon Property Group, LP (Sr. Notes)		05/30/18			6.13%	Fixed		800,000
Simon Property Group, LP (Sr. Notes)		06/15/18			7.38%	Fixed		200,000
Simon Property Group, LP (Sr. Notes)		02/01/19			2.20%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		04/01/19			10.35%	Fixed		650,000
Revolving Credit Facility - USD Currency		06/30/19	⁽⁸⁾		0.96%	Variable		–
Revolving Credit Facility - Euro Currency		06/30/19	⁽⁸⁾⁽³²⁾		0.88%	Variable		652,204
Simon Property Group, LP (Sr. Notes)		02/01/20			5.65%	Fixed		1,250,000
Simon Property Group, LP (Euro Sr. Notes)		10/02/20	⁽²²⁾		2.38%	Fixed		1,023,334
Simon Property Group, LP (Sr. Notes)		03/01/21			4.38%	Fixed		900,000
Simon Property Group, LP (Sr. Notes)		12/01/21			4.13%	Fixed		700,000
Simon Property Group, LP (Sr. Notes)		03/15/22			3.38%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		02/01/23			2.75%	Fixed		500,000
Simon Property Group, LP (Sr. Notes)		02/01/24			3.75%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		02/01/40			6.75%	Fixed		600,000
Simon Property Group, LP (Sr. Notes)		03/15/42			4.75%	Fixed		550,000


Total Unsecured Indebtedness							$	15,553,451	⁽¹⁸⁾


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Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2014

FOOTNOTES:
(1): Variable rate debt interest rates are based on the following base rates as of June 30, 2014: 1M LIBOR at .16%; 1M EUR LIBOR at .08%; 1M EURIBOR at .1%; 3M EURIBOR at .21%; 6M EURIBOR at .3%; 1M YEN LIBOR at .1%; 6M YEN LIBOR at .18%; 1M CDOR at 1.25%; KLIBOR at 3.15% and 91 Day Korean CD rate at 2.65%.
(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): Washington Square is comprised of a $15.0 million note at 5.94% and a $12.8 million note that is non-interest bearing.
(14): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(15): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(16): These ten properties (which includes Florida Keys Outlet Center and Huntley Outlet Center) are secured by cross-collateralized and cross-defaulted mortgages.
(17): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(18): Also represents our share of Total Unsecured Indebtedness.
(19): Indian River Mall and Indian River Commons are secured by cross-collateralized and cross-defaulted mortgages.
(20): Amounts shown in USD equivalent; Euro equivalent is 239.8 million.
(21): Consists of seven encumbered properties with interest rates ranging from 5.21% to 6.05% and maturities between 2014 and 2016.
(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 1,915,514 square feet including the following centers with more than 20,000 square feet of office space:


Circle Centre - 129,944 sq. ft.		Greendale Mall - 119,860 sq. ft.
Copley Place - 869,009 sq. ft.		Menlo Park Mall - 49,481 sq. ft.
Del Amo Fashion Center - 57,927 sq. ft.		Oxford Valley Mall - 111,439 sq. ft.
Domain, The - 154,055 sq. ft.		Plaza Carolina - 27,343 sq. ft.
Fashion Centre at Pentagon City - 169,089 sq. ft.		Southdale Center - 20,393 sq. ft.
Firewheel Town Center - 73,906 sq. ft.

(25): Amounts shown in USD equivalent; Yen equivalent is 28.7 billion.
(26): Amounts shown in USD equivalent; Won equivalent is 241.3 billion.
(27): Amounts shown in USD equivalent; Ringgit equivalent is 84.2 million.
(28): Does not include Klépierre.
(29): Amount shown in USD equivalent; CAD equivalent is 96.4 million.
(30): Consists of seven loans with interest rates ranging from 1.81% to 6.53% and maturities between 2016 and 2021.


2Q 2014 SUPPLEMENTAL		48

Table of Contents

(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 $229.1 million of payment guarantees provided by the Operating Partnership (of which $90.3 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.
(33): Amounts shown in USD equivalent; Balance includes borrowings on multi-currency tranche of Yen 22.3 billion.


2Q 2014 SUPPLEMENTAL		49

SIMON PROPERTY GROUP INC /DE/ - FORM 8-K - EX-99.1 - July 23, 2014

Attached files

SIMON PROPERTY GROUP INC /DE/ Reports