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

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Exhibit 99.1


SIMON
PROPERTY
GROUP
EARNINGS RELEASE AND SUPPLEMENTAL INFORMATION
UNAUDITED THIRD QUARTER 2013


3Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release and Supplemental Information For the Quarter Ended September 30, 2013		Page


Earnings Release⁽¹⁾		2-12
Overview
The Company and Reporting Calendar		13
Stock Information, Credit Ratings and Senior Unsecured Debt Covenants		14
Financial Data
Selected Financial and Equity Information		15
Pro-Rata Statements of Operations		16-17
Pro-Rata Balance Sheet		18
NOI Composition		19
Reconciliations of Non-GAAP Financial Measures		20-21
Consolidated Net Income to Net Operating Income
Funds from Operations to Funds Available for Distribution
Other Income, Other Expense and Capitalized Interest		22
Operational Data
U.S. Mall and Premium Outlets Operational Information		23
The Mills, Community/Lifestyle Centers and International Operational Information		24
U.S. Mall and Premium Outlets Lease Expirations		25
U.S. Mall and Premium Outlets Top Tenants		26
Development Activity
Capital Expenditures		27
Development Activity Summary		28
Development Activity Report		29-32
U.S. Anchor/Big Box Openings		33-35
Balance Sheet Information
Common and Preferred Stock Information		36
Changes in Common Share and Limited Partnership Unit Ownership
Preferred Stock/Units Outstanding
Credit Profile		37
Summary of Indebtedness		38
Total Debt Amortization and Maturities by Year (Our Share)		39
Property and Debt Information		40-52

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

3Q 2013 SUPPLEMENTAL

Earnings Release

CONTACTS:


Liz Zale		212.745.9623 Investors
Les Morris		317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS THIRD QUARTER RESULTS AND
RAISES QUARTERLY DIVIDEND

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

Results for the Quarter

•: Funds from Operations ("FFO") was $802.8 million, or $2.21 per diluted share, as compared to $720.1 million, or $1.99 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 11.1%.
•: Net income attributable to common stockholders was $311.7 million, or $1.00 per diluted share, as compared to $254.9 million, or $0.84 per diluted share, in the prior year period.

Results for the Nine Months

•: Funds from Operations ("FFO") was $2.311 billion, or $6.38 per diluted share, as compared to $2.057 billion, or $5.70 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 11.9%.
•: Net income attributable to common stockholders was $934.7 million, or $3.01 per diluted share, as compared to $1.116 billion, or $3.71 per diluted share, in the prior year period. Results for 2012 include primarily non-cash net gains from acquisitions and dispositions of $1.36 per diluted share.

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

3Q 2013 SUPPLEMENTAL

Earnings Release

U.S. Malls and Premium Outlets Operating Statistics

	As of September 30,

	As of September 30,		% Increase
	2013	2012	% Increase
Occupancy ⁽¹⁾	95.5%	94.6%	+90 basis points
Total Sales per sq. ft. ⁽²⁾	$579	$562	3.0%
Base Minimum Rent per sq. ft. ⁽¹⁾	$41.73	$40.33	3.5%
Releasing Spread per sq. ft. ⁽¹⁾⁽³⁾	$8.05	$4.86	+$3.19
Releasing Spread (percentage change) ⁽¹⁾⁽³⁾	15.2%	10.4%	+480 basis points

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

Dividends

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

The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred Stock (NYSE:SPGPrJ) of $1.046875 per share, payable on December 31, 2013 to stockholders of record on December 17, 2013.

Development Activity

Three new Premium Outlets opened during the quarter:

•: August 1^st - Toronto Premium Outlets in Halton Hills (Toronto), Canada is a 360,000 square foot center with over 100 high quality outlet stores. The center is the Canadian entry point for many upscale, U.S. retailers and designer brands and opened 98% leased. The Company owns a 50% interest in this project.
•: August 22^nd - St. Louis Premium Outlets in Chesterfield (St. Louis), Missouri is located on the south side of I-64/US Highway 40 east of the Daniel Boone Bridge. The center's first phase of 350,000 square feet with 85 stores opened 100% leased. St. Louis Premium Outlets is a part of Chesterfield Blue Valley, a mixed-use development to include office space, hotel, restaurant and entertainment venues. The Company owns a 60% interest in the project.
•: August 29^th - Busan Premium Outlets in Busan, Korea is a 360,000 square foot center that serves the southeastern Korean peninsula, including the cities of Busan, Ulsan and Daegu, as well as local and overseas visitors. The center opened 99% leased. The Company owns a 50% interest in this project, which is its third Premium Outlet Center in Korea.

3Q 2013 SUPPLEMENTAL

Earnings Release

Four new Premium Outlets are currently under construction:

•: Charlotte Premium Outlets in Charlotte, North Carolina is a 400,000 square foot center scheduled to open in July of 2014. The Company owns a 50% interest in this project.
•: Twin Cities Premium Outlets in Eagan, Minnesota is a 410,000 square foot center scheduled to open in August of 2014. The Company owns a 35% interest in this project.
•: Montreal Premium Outlets in Mirabel, Quebec, Canada is a 360,000 square foot center scheduled to open in October of 2014. The Company owns a 50% interest in this project.
•: Vancouver Designer Outlet in Vancouver, British Columbia, Canada is a 215,000 square foot center scheduled to open in March of 2015. The Company owns a 45% interest in this project.

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

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

Acquisitions

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

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

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

Dispositions

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

•: Arsenal Mall and Office in Watertown (Boston), Massachusetts
•: Terrace at The Florida Mall in Orlando, Florida

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

Financing Activity

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

3Q 2013 SUPPLEMENTAL

Earnings Release

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

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

2013 Guidance

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

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

For the year ending December 31, 2013

	Low End			High End

Estimated net income available to common stockholders per diluted share	$	4.10		$	4.16
Depreciation and amortization including the Company's share of unconsolidated entities		4.90			4.90
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, net		(0.28	)		(0.28	)

Estimated FFO per diluted share	$	8.72		$	8.78

Sustainability

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

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

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

Conference Call

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

3Q 2013 SUPPLEMENTAL

Earnings Release

Supplemental Materials and Website

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

We routinely post important information online at our investor relations website, investors.simon.com. We use this website, press releases, SEC filings, quarterly conference calls, presentations and webcasts to disclose material, non-public information in accordance with Regulation FD. We encourage members of the investment community to monitor these distribution channels for material disclosures. Any information accessed through our website is not incorporated by reference into, and is not a part of, this document.

Non-GAAP Financial Measures

This press release includes FFO and comparable property net operating income growth, which are financial performance measures not defined by generally accepted accounting principles in the United States ("GAAP"). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release and in the Company's supplemental information for the quarter. FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry. Our definitions of these non-GAAP measures may not be the same as similar measures reported by other REITs.

Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic conditions, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, and the intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in our annual and quarterly reports filed with the SEC. The Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise unless required by law.

About Simon Property Group

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

3Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
REVENUE:
Minimum rent	$	795,809		$	759,039		$	2,351,876		$	2,207,334
Overage rent		56,511			51,170			134,458			110,277
Tenant reimbursements		367,702			342,443			1,059,834			979,300
Management fees and other revenues		33,613			32,294			95,156			92,928
Other income		48,621			43,671			112,553			145,813

Total revenue		1,302,256			1,228,617			3,753,877			3,535,652

EXPENSES:
Property operating		126,706			132,378			354,094			353,136
Depreciation and amortization		326,073			310,244			961,344			907,217
Real estate taxes		113,145			105,694			332,259			311,173
Repairs and maintenance		27,747			26,556			84,579			78,862
Advertising and promotion		30,725			28,114			81,343			77,762
Provision for (recovery of) credit losses		2,774			(1,180	)		4,207			5,271
Home and regional office costs		34,171			27,057			106,021			95,019
General and administrative		14,546			14,165			44,476			42,787
Other		25,804			20,636			62,411			58,424

Total operating expenses		701,691			663,664			2,030,734			1,929,651

OPERATING INCOME		600,565			564,953			1,723,143			1,606,001
Interest expense		(284,491	)		(288,896	)		(849,482	)		(835,532	)
Income and other taxes		(7,768	)		(3,904	)		(29,943	)		(9,872	)
Income from unconsolidated entities		47,916			37,129			158,663			96,613
Gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		11,071			(2,911	)		99,906			491,926	(A)

CONSOLIDATED NET INCOME		367,293			306,371			1,102,287			1,349,136
Net income attributable to noncontrolling interests		54,784			50,616			165,035			230,857
Preferred dividends		834			834			2,503			2,503

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	311,675		$	254,921		$	934,749		$	1,115,776

BASIC EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.00		$	0.84		$	3.01		$	3.71

DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.00		$	0.84		$	3.01		$	3.71

3Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release

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

	September 30, 2013			December 31, 2012

ASSETS:
Investment properties at cost	$	34,764,669		$	34,252,521
Less - accumulated depreciation		9,804,069			9,068,388

		24,960,600			25,184,133
Cash and cash equivalents		1,099,321			1,184,518
Tenant receivables and accrued revenue, net		529,893			521,301
Investment in unconsolidated entities, at equity		1,991,900			2,108,966
Investment in Klépierre, at equity		1,971,230			2,016,954
Deferred costs and other assets		1,558,465			1,570,734

Total assets	$	32,111,409		$	32,586,606

LIABILITIES:
Mortgages and unsecured indebtedness	$	22,729,654		$	23,113,007
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,328,089			1,374,172
Cash distributions and losses in partnerships and joint ventures, at equity		842,062			724,744
Other liabilities		227,319			303,588

Total liabilities		25,127,124			25,515,511

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		179,792			178,006
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		44,472			44,719
Common stock, $0.0001 par value, 511,990,000 shares authorized, 313,976,863 and 313,658,419 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		9,197,939			9,175,724
Accumulated deficit		(3,218,890	)		(3,083,190	)
Accumulated other comprehensive loss		(76,702	)		(90,900	)
Common stock held in treasury at cost, 3,651,580 and 3,762,595 shares, respectively		(118,031	)		(135,781	)

Total stockholders' equity		5,828,819			5,910,603
Noncontrolling interests		975,674			982,486

Total equity		6,804,493			6,893,089

Total liabilities and equity	$	32,111,409		$	32,586,606

3Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
Revenue:
Minimum rent	$	408,204		$	370,183		$	1,201,748		$	1,091,701
Overage rent		40,784			44,002			128,565			128,622
Tenant reimbursements		197,494			176,544			569,044			508,698
Other income		40,903			34,754			122,505			121,686

Total revenue		687,385			625,483			2,021,862			1,850,707
Operating Expenses
Property operating		125,329			125,162			364,494			351,963
Depreciation and amortization		135,457			125,828			389,843			375,280
Real estate taxes		55,374			45,068			160,152			132,618
Repairs and maintenance		15,653			15,418			48,156			45,269
Advertising and promotion		14,141			11,706			44,164			39,600
Provision for (recovery of) credit losses		192			(646	)		1,772			(247	)
Other		37,948			36,089			110,129			128,134

Total operating expenses		384,094			358,625			1,118,710			1,072,617

Operating Income		303,291			266,858			903,152			778,090
Interest expense		(151,579	)		(148,891	)		(453,573	)		(451,581	)

Income from Continuing Operations		151,712			117,967			449,579			326,509
Gain (loss) from operations of discontinued joint venture interests		7			(1,978	)		(339	)		(20,769	)
Gain (loss) on disposal of discontinued operations, net		6,580			(4,904	)		24,936			(4,904	)

Net Income	$	158,299		$	111,085		$	474,176		$	300,836

Third-party investors' share of net income	$	85,211		$	66,308		$	263,926		$	163,108

Our share of net income		73,088			44,777			210,250			137,728
Amortization of Excess Investment (B)		(25,733	)		(21,726	)		(75,415	)		(55,059	)
Our share of loss on sale or disposal of assets and interests in unconsolidated entities, net		–			9,245			–			9,245

Income from Unconsolidated Entities (C)	$	47,355		$	32,296		$	134,835		$	91,914

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

3Q 2013 SUPPLEMENTAL

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Earnings Release

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

	September 30, 2013			December 31, 2012

Assets:
Investment properties, at cost	$	14,828,264		$	14,607,291
Less - accumulated depreciation		5,144,189			4,926,511

		9,684,075			9,680,780
Cash and cash equivalents		653,185			619,546
Tenant receivables and accrued revenue, net		270,770			252,774
Investment in unconsolidated entities, at equity		38,669			39,589
Deferred costs and other assets		442,831			438,399

Total assets	$	11,089,530		$	11,031,088

Liabilities and Partners' Deficit:
Mortgages	$	11,979,021		$	11,584,863
Accounts payable, accrued expenses, intangibles, and deferred revenue		723,143			672,483
Other liabilities		394,461			447,132

Total liabilities		13,096,625			12,704,478
Preferred units		67,450			67,450
Partners' deficit		(2,074,545	)		(1,740,840	)

Total liabilities and partners' deficit	$	11,089,530		$	11,031,088

Our Share of:
Partners' deficit	$	(943,037	)	$	(799,911	)
Add: Excess Investment (B)		2,092,875			2,184,133

Our net Investment in Joint Ventures	$	1,149,838		$	1,384,222

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

3Q 2013 SUPPLEMENTAL

Table of Contents

Earnings Release

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

Reconciliation of Consolidated Net Income to FFO

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2013			2012			2013			2012
Consolidated Net Income (E)	$	367,293		$	306,371		$	1,102,287		$	1,349,136
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		321,962			306,612			949,169			896,147
Our share of depreciation and amortization from unconsolidated entities, including Klépierre		130,055			110,188			376,432			321,318
(Gain) loss upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(11,071	)		2,911			(99,906	)		(491,926	)
Net income attributable to noncontrolling interest holders in properties		(1,958	)		(2,464	)		(6,517	)		(6,427	)
Noncontrolling interests portion of depreciation and amortization		(2,218	)		(2,253	)		(6,595	)		(6,835	)
Preferred distributions and dividends		(1,313	)		(1,313	)		(3,939	)		(3,939	)

FFO of the Operating Partnership	$	802,750		$	720,052		$	2,310,931		$	2,057,474

Diluted net income per share to diluted FFO per share reconciliation:
Diluted net income per share	$	1.00		$	0.84		$	3.01		$	3.71
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		1.24			1.14			3.65			3.35
(Gain) loss upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(0.03	)		0.01			(0.28	)		(1.36	)

Diluted FFO per share	$	2.21		$	1.99		$	6.38		$	5.70


Details for per share calculations:
FFO of the Operating Partnership	$	802,750		$	720,052		$	2,310,931		$	2,057,474
Diluted FFO allocable to unitholders		(115,440	)		(116,207	)		(332,474	)		(342,704	)

Diluted FFO allocable to common stockholders	$	687,310		$	603,845		$	1,978,457		$	1,714,770

Basic weighted average shares outstanding		310,333			304,108			310,195			301,029
Adjustments for dilution calculation:
Effect of stock options		–			1			–			1

Diluted weighted average shares outstanding		310,333			304,109			310,195			301,030
Weighted average limited partnership units outstanding		52,122			58,524			52,127			60,162

Diluted weighted average shares and units outstanding		362,455			362,633			362,322			361,192

Basic and Diluted FFO per Share	$	2.21		$	1.99		$	6.38		$	5.70
Percent Change		11.1	%					11.9	%

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Earnings Release

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

Notes:

(A)

2012 primarily represents non-cash gains resulting from our acquisition/disposition activity and the remeasurement of our previously held interest to fair value for those properties in which we now have a controlling interest.

(B)

Excess investment represents the unamortized difference of our investment over equity in the underlying net assets of the related partnerships and joint ventures shown therein. The Company generally amortizes excess investment over the life of the related properties.

(C)

The Unaudited Joint Venture Statements of Operations do not include any operations or our share of net income or excess investment amortization related to our investment in Klépierre. Amounts included in Footnotes E below exclude our share of related activity for our investment in Klépierre. For further information, reference should be made to financial information in Klépierre's public filings and additional discussion and analysis in our Form 10-Q.

(D)

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

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

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

(E)

Includes our share of:

-: Gains on land sales of $4.2 million and $1.9 million for the three months ended September 30, 2013 and 2012, respectively, and $5.4 million and $11.7 million for the nine months ended September 30, 2013 and 2012, respectively
-: Straight-line adjustments to minimum rent of $13.6 million and $11.5 million for the three months ended September 30, 2013 and 2012, respectively, and $39.7 million and $31.7 million for the nine months ended September 30, 2013 and 2012, respectively
-: Amortization of fair market value of leases from acquisitions of $5.6 million and $5.5 million for the three months ended September 30, 2013 and 2012, and $21.9 million and $16.2 million for the nine months ended September 30, 2013 and 2012, respectively
-: Debt premium amortization of $10.1 million and $9.6 million for the three months ended September 30, 2013 and 2012, respectively, and $32.3 million and $29.7 million for the nine months ended September 30, 2013 and 2012, respectively

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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®, Community/Lifestyle Centers and International Properties. At September 30, 2013, we owned or had an interest in 327 properties comprising 242 million square feet in North America and Asia. Additionally, we have a 28.9% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 13 European countries.

This package was prepared to provide operational and balance sheet information as of September 30, 2013, for the Company and the Operating Partnership.

Certain statements made in this Supplemental Package may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: our ability to meet debt service requirements, the availability and terms of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. We discuss these and other risks and uncertainties under the heading "Risk Factors" in our annual and quarterly periodic reports filed with the SEC. We may update that discussion in our periodic reports, but except as required by law, otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

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

Reporting Calendar

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


Fourth Quarter 2013		January 31, 2014
First Quarter 2014		April 25, 2014
Second Quarter 2014		July 25, 2014
Third Quarter 2014		October 24, 2014

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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 ⁽¹⁾
Corporate	A	(Stable Outlook)
Senior Unsecured	A	(Stable Outlook)
Preferred Stock	BBB+	(Stable Outlook)
Moody's ⁽²⁾
Senior Unsecured	A2	(Stable Outlook)
Preferred Stock	A3	(Stable Outlook)

Senior Unsecured Debt Covenants ⁽³⁾

	Required	Actual	Compliance

Total Debt to Total Assets ⁽³⁾	£65%	42%	Yes
Total Secured Debt to Total Assets ⁽³⁾	£50%	20%	Yes
Fixed Charge Coverage Ratio	>1.5X	3.4X	Yes
Total Unencumbered Assets to Unsecured Debt	³125%	257%	Yes

(1): Upgraded on May 16, 2013.
(2): Upgraded on August 7, 2013.
(3): 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 September 30,				Nine Months Ended September 30,

	2013		2012		2013		2012
Financial Highlights
Total Revenue - Consolidated Properties	$	1,302,256	$	1,228,617	$	3,753,877	$	3,535,652
Consolidated Net Income	$	367,293	$	306,371	$	1,102,287	$	1,349,136
Net Income Attributable to Common Stockholders	$	311,675	$	254,921	$	934,749	$	1,115,776
Basic Earnings per Common Share (EPS)	$	1.00	$	0.84	$	3.01	$	3.71
Diluted Earnings per Common Share (EPS)	$	1.00	$	0.84	$	3.01	$	3.71
Funds from Operations (FFO) of the Operating Partnership	$	802,750	$	720,052	$	2,310,931	$	2,057,474
Basic FFO per Share (FFOPS)	$	2.21	$	1.99	$	6.38	$	5.70
Diluted FFO per Share (FFOPS)	$	2.21	$	1.99	$	6.38	$	5.70
Dividends/Distributions per Share	$	1.15	$	1.05	$	3.45	$	3.00

Stockholders' Equity Information	As of September 30, 2013		As of December 31, 2012

Limited Partnership Units Outstanding at end of period		52,121		51,952
Common Shares Outstanding at end of period		310,333		309,904

Total Common Shares and Limited Partnership Units Outstanding at end of period		362,454		361,856

Weighted Average Limited Partnership Units Outstanding		52,127		58,186
Weighted Average Common Shares Outstanding:
Basic - for purposes of EPS and FFOPS		310,195		303,137
Diluted - for purposes of EPS and FFOPS		310,195		303,138

Debt Information
Share of Consolidated Debt	$	22,572,881	$	22,953,985
Share of Joint Venture Debt		5,610,091		5,380,359

Share of Total Debt	$	28,182,972	$	28,334,344


Market Capitalization
Common Stock Price at end of period	$	148.23	$	158.09
Common Equity Capitalization, including limited partnership units	$	53,726,577	$	57,205,875
Preferred Equity Capitalization, including limited partnership preferred units		78,136		81,387

Total Equity Market Capitalization	$	53,804,713	$	57,287,262

Total Market Capitalization - Including Share of Total Debt	$	81,987,685	$	85,621,606

Debt to Total Market Capitalization		34.4%		33.1%

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Pro-Rata Statement of Operations
(in thousands)

	Three Months Ended September 30, 2013

	Consolidated			Non- Controlling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Three Months Ended September 30, 2012 Our Total Share
REVENUE:
Minimum rent	$	795,809		$	(6,977	)	$	788,832		$	189,260			$978,092		$	921,210
Overage rent		56,511			(57	)		56,454			17,456			73,910			69,687
Tenant reimbursements		367,702			(4,120	)		363,582			91,944			455,526			418,613
Management fees and other revenues		33,613			–			33,613			–			33,613			32,294
Other income		48,621			(274	)		48,347			19,393			67,740			54,146

Total revenue		1,302,256			(11,428	)		1,290,828			318,053			1,608,881			1,495,950


EXPENSES:
Property operating		126,706			(2,318	)		124,388			54,321			178,709			178,653
Depreciation and amortization		326,073			(2,215	)		323,858			90,651			414,509			389,802
Real estate taxes		113,145			(1,082	)		112,063			25,783			137,846			125,002
Repairs and maintenance		27,747			(344	)		27,403			7,159			34,562			33,306
Advertising and promotion		30,725			(214	)		30,511			6,547			37,058			33,096
Provision for (recovery of) credit losses		2,774			(63	)		2,711			208			2,919			(1,560	)
Home and regional office costs		34,171			–			34,171			–			34,171			27,057
General and administrative		14,546			–			14,546			–			14,546			14,165
Other		25,804			(1,106	)		24,698			16,024			40,722			34,567

Total operating expenses		701,691			(7,342	)		694,349			200,693			895,042			834,088

OPERATING INCOME		600,565			(4,086	)		596,479			117,360			713,839			661,862
Interest expense		(284,491	)		2,128			(282,363	)		(70,005	)		(352,368	)		(355,973	)
Income and other taxes		(7,768	)		–			(7,768	)		–			(7,768	)		(3,904	)
Income from unconsolidated entities		47,916			–			47,916			(47,355	)		561	(2)		4,833
Gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entitites, net		11,071			–			11,071			–			11,071			(2,911	)

CONSOLIDATED NET INCOME		367,293			(1,958	)		365,335			–			365,335			303,907
Net income attributable to noncontrolling interests		54,784			(1,958	)		52,826			–			52,826	(3)		48,152
Preferred dividends		834			–			834			–			834			834


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	311,675		$	–		$	311,675		$	–			$311,675		$	254,921


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income							$	367,293		$	–			$367,293		$	306,371
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								321,962			–			321,962			306,612
Our share of depreciation and amortization from unconsolidated entities, including Klépierre											130,055			130,055			110,188
Income from unconsolidated entities								(47,916	)		47,916			–			–
(Gain) loss upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entitites, net								(11,071	)		–			(11,071	)		2,911
Net income attributable to noncontrolling interest holders in properties								(1,958	)		–			(1,958	)		(2,464	)
Noncontrolling interests portion of depreciation and amortization								(2,218	)		–			(2,218	)		(2,253	)
Preferred distributions and dividends								(1,313	)		–			(1,313	)		(1,313	)

FFO of the Operating Partnership							$	624,779		$	177,971			$802,750		$	720,052

Percentage of FFO of the Operating Partnership								77.83%			22.17%			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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Table of Contents

Pro-Rata Statement of Operations
(In thousands)

	Nine Months Ended September 30, 2013

	Consolidated			Non- controlling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Nine Months Ended September 30, 2012 Our Total Share
REVENUE:
Minimum rent	$	2,351,876		$	(21,083	)	$	2,330,793		$	555,598		$	2,886,391		$	2,694,453
Overage rent		134,458			(210	)		134,248			54,156			188,404			164,243
Tenant reimbursements		1,059,834			(12,367	)		1,047,467			263,858			1,311,325			1,202,768
Management fees and other revenues		95,156			–			95,156			–			95,156			92,928
Other income		112,553			(836	)		111,717			56,927			168,644			200,997

Total revenue		3,753,877			(34,496	)		3,719,381			930,539			4,649,920			4,355,389


EXPENSES:
Property operating		354,094			(6,309	)		347,785			156,769			504,554			497,504
Depreciation and amortization		961,344			(6,592	)		954,752			264,862			1,219,614			1,150,399
Real estate taxes		332,259			(3,359	)		328,900			73,676			402,576			370,532
Repairs and maintenance		84,579			(1,154	)		83,425			22,191			105,616			99,023
Advertising and promotion		81,343			(595	)		80,748			20,273			101,021			95,005
Provision for credit losses		4,207			(117	)		4,090			1,069			5,159			4,899
Home and regional office costs		106,021			–			106,021			–			106,021			95,019
General and administrative		44,476			–			44,476			–			44,476			42,787
Other		62,411			(3,481	)		58,930			46,665			105,595			105,345

Total operating expenses		2,030,734			(21,607	)		2,009,127			585,505			2,594,632			2,460,513

OPERATING INCOME		1,723,143			(12,889	)		1,710,254			345,034			2,055,288			1,894,876
Interest expense		(849,482	)		6,372			(843,110	)		(210,199	)		(1,053,309	)		(1,038,920	)
Income and other taxes		(29,943	)		–			(29,943	)		–			(29,943	)		(9,872	)
Income from unconsolidated entities		158,663			–			158,663			(134,835	)		23,828	(2)		4,699
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entitites, net		99,906			–			99,906			–			99,906			491,926

CONSOLIDATED NET INCOME		1,102,287			(6,517	)		1,095,770			–			1,095,770			1,342,709
Net income attributable to noncontrolling interests		165,035			(6,517	)		158,518			–			158,518	(3)		224,430
Preferred dividends		2,503			–			2,503			–			2,503			2,503


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	934,749		$	–		$	934,749		$	–		$	934,749		$	1,115,776


RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income							$	1,102,287		$	–		$	1,102,287		$	1,349,136
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								949,169			–			949,169			896,147
Our share of depreciation and amortization from unconsolidated entities, including Klépierre											376,432			376,432			321,318
Income from unconsolidated entities								(158,663	)		158,663			–			–
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entitites, net								(99,906	)		–			(99,906	)		(491,926	)
Net income attributable to noncontrolling interest holders in properties								(6,517	)		–			(6,517	)		(6,427	)
Noncontrolling interests portion of depreciation and amortization								(6,595	)		–			(6,595	)		(6,835	)
Preferred distributions and dividends								(3,939	)		–			(3,939	)		(3,939	)

FFO of the Operating Partnership							$	1,775,836		$	535,095		$	2,310,931		$	2,057,474

Percentage of FFO of the Operating Partnership								76.85%			23.15%			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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Table of Contents

Pro-Rata Balance Sheet
(In thousands)

	As of September 30, 2013

	Consolidated			Non- Controlling Interests			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			As of December 31, 2012 Our Total Share
ASSETS:
Investment properties, at cost	$	34,764,669		$	(267,545	)	$	34,497,124		$	9,005,441		$	43,502,565		$	42,905,860
Less - accumulated depreciation		9,804,069			(96,469	)		9,707,600			2,345,235			12,052,835			11,186,195

		24,960,600			(171,076	)		24,789,524			6,660,206			31,449,730			31,719,665
Cash and cash equivalents		1,099,321			(5,812	)		1,093,509			303,045			1,396,554			1,449,261
Tenant receivables and accrued revenue, net		529,893			(3,611	)		526,282			122,994			649,276			629,506
Investment in unconsolidated entities, at equity		1,991,900			–			1,991,900			(1,991,900	)		–			–
Investment in Klépierre, at equity		1,971,230			–			1,971,230			–			1,971,230			2,016,954
Deferred costs and other assets		1,558,465			(17,254	)		1,541,211			210,005			1,751,216			1,759,931

Total assets	$	32,111,409		$	(197,753	)	$	31,913,656		$	5,304,350		$	37,218,006		$	37,575,317


LIABILITIES:
Mortgages and unsecured indebtedness	$	22,729,654		$	(156,773	)	$	22,572,881		$	5,610,091		$	28,182,972		$	28,334,344
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,328,089			(9,405	)		1,318,684			334,707			1,653,391			1,665,368
Cash distributions and losses in partnerships and joint ventures, at equity		842,062			–			842,062			(842,062	)		–			–
Other liabilities		227,319			(916	)		226,403			201,614			428,017			528,490

Total liabilities		25,127,124			(167,094	)		24,960,030			5,304,350			30,264,380			30,528,202

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		179,792			(26,473	)		153,319			–			153,319			153,149

EQUITY:
Stockholders' equity
Capital stock
Series J 8 3/8% cumulative redeemable preferred stock		44,472			–			44,472			–			44,472			44,719
Common stock, $.0001 par value		31			–			31			–			31			31
Class B common stock, $.0001 par value		–			–			–			–			–			–
Capital in excess of par value		9,197,939			–			9,197,939			–			9,197,939			9,175,724
Accumulated deficit		(3,218,890	)		–			(3,218,890	)		–			(3,218,890	)		(3,083,190	)
Accumulated other comprehensive loss		(76,702	)		–			(76,702	)		–			(76,702	)		(90,900	)
Common stock held in treasury at cost		(118,031	)		–			(118,031	)		–			(118,031	)		(135,781	)

Total stockholders' equity		5,828,819			–			5,828,819			–			5,828,819			5,910,603
Noncontrolling interests		975,674			(4,186	)		971,488			–			971,488			983,363

Total equity		6,804,493			(4,186	)		6,800,307			–			6,800,307			6,893,966

Total liabilities and equity	$	32,111,409		$	(197,753	)	$	31,913,656		$	5,304,350		$	37,218,006		$	37,575,317

Basis of Presentation:

We present balance sheet and income statement data on a pro-rata basis reflecting our proportionate economic ownership of each asset in our portfolio. The consolidated amounts shown are prepared on a consistent basis with our consolidated financial statements. Our Share of Joint Ventures column was derived on a property-by-property basis by applying the same percentage interests used to arrive at Our Total Share on the Pro-Rata Statement of Operations for the nine months ended September 30, 2013 and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

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Table of Contents

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

(1): Based on our share of total NOI and does not reflect any property, entity or corporate-level debt.
(2): Includes Klépierre and international Premium Outlets.

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Table of Contents

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

Reconciliation of Net Income to NOI

The following schedule reconciles net income to NOI and provides our calculation of comparable property NOI.

	Three Months Ended September 30,						Nine Months Ended September 30,

	2013			2012			2013			2012
Reconciliation of NOI of consolidated properties:
Consolidated Net Income	$	367,293		$	306,371		$	1,102,287		$	1,349,136
Income and other taxes		7,768			3,904			29,943			9,872
Interest expense		284,491			288,896			849,482			835,532
Income from unconsolidated entities		(47,916	)		(37,129	)		(158,663	)		(96,613	)
(Gain) loss upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(11,071	)		2,911			(99,906	)		(491,926	)

Operating Income		600,565			564,953			1,723,143			1,606,001
Depreciation and amortization		326,073			310,244			961,344			907,217

NOI of consolidated properties	$	926,638		$	875,197		$	2,684,487		$	2,513,218

Reconciliation of NOI of unconsolidated entities:
Net Income	$	158,299		$	111,085		$	474,176		$	300,836
Interest expense		151,579			148,891			453,573			451,581
(Gain) loss from operations of discontinued joint venture interests		(7	)		1,978			339			20,769
(Gain) loss on disposal of discontinued operations, net		(6,580	)		4,904			(24,936	)		4,904

Operating Income		303,291			266,858			903,152			778,090
Depreciation and amortization		135,457			125,828			389,843			375,280

NOI of unconsolidated entities	$	438,748		$	392,686		$	1,292,995		$	1,153,370

Total consolidated and unconsolidated NOI from continuing operations	$	1,365,386		$	1,267,883		$	3,977,482		$	3,666,588

Adjustments to NOI:
NOI of discontinued unconsolidated properties		7			5,711			(339	)		63,801

Total NOI of SPG portfolio	$	1,365,393		$	1,273,594		$	3,977,143		$	3,730,389

Change in NOI from prior period		7.2%			2.6%			6.6%			2.0%
Add: Our share of NOI from Klépierre		66,939			49,784			208,820			114,340
Less: Joint venture partners' share of NOI		(237,045	)		(221,930	)		(702,241	)		(685,114	)

Our share of NOI	$	1,195,287		$	1,101,448		$	3,483,722		$	3,159,615

Increase in SPG share of NOI from prior period		8.5%			16.7%			10.3%			14.1%
Total NOI of our portfolio	$	1,365,393		$	1,273,594		$	3,977,143		$	3,730,389
NOI from non comparable properties ⁽¹⁾		332,750			289,060			937,025			840,578

Total NOI of comparable properties ⁽²⁾	$	1,032,643		$	984,534		$	3,040,118		$	2,889,811

Increase in NOI of U.S. Malls and Premium Outlets that are comparable properties		4.9%						5.2%

(1): NOI excluded from comparable property NOI relates to The Mills, Community/Lifestyle Centers, International Properties, other retail properties, The Mills Limited Partnership properties, any of our non-retail holdings and results of our corporate and management company operations, NOI of U.S. Malls and Premium Outlets not owned and operated in both periods under comparison and excluded income noted in footnote 2 below.
(2): Comparable properties are U.S. Malls and Premium Outlets 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)

Reconciliation of FFO to Funds Available for Distribution (Our Share)

	Three Months Ended September 30, 2013			Per Share Amount			Nine Months Ended September 30, 2013			Per Share Amount

FFO	$	802,750		$	2.21		$	2,310,931		$	6.38
Non-cash impacts to FFO ⁽¹⁾		(1,651	)		–			(9,249	)		(0.03	)

FFO excluding non-cash impacts		801,099		$	2.21			2,301,682			6.35
Tenant allowances		(46,768	)		(0.13	)		(120,915	)		(0.33	)
Operational capital expenditures		(39,460	)		(0.11	)		(84,543	)		(0.23	)

Funds available for distribution	$	714,871		$	1.97		$	2,096,224		$	5.79

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



Deductions:
Straight-line rent	(13,550	)	(39,668	)
Fair value of debt amortization	(10,106	)	(32,262	)
Fair market value of lease amortization	(5,652	)	(21,915	)
Additions:
Stock based compensation expense	16,720		51,294
Mortgage, financing fee and terminated
swap amortization expense	10,937		33,302

	(1,651	)	(9,249	)

This report contains measures of financial or operating performance that are not specifically defined by generally accepted accounting principles (GAAP) in the United States, including funds from operations (FFO), diluted FFO per share, funds available for distribution, net operating income (NOI), and comparable property NOI. FFO and NOI are performance measures that are commonly used by the REIT industry. We believe FFO and NOI provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our definition of these non-GAAP measures may not be the same as similar measures reported by other REITs.

The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows presented in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 20 and 21 and in the Earnings Release for this period.

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

	Three Months Ended September 30,				Nine Months Ended September 30,

	2013		2012		2013		2012
Consolidated Properties
Other Income
Interest and dividend income	$	2,365	$	9,563	$	6,372	$	20,064
Lease settlement income		1,325		1,658		3,265		11,883
Gains on land sales		4,301		1,971		5,397		11,701
Other ⁽¹⁾		40,630		30,479		97,519		102,165

Totals	$	48,621	$	43,671	$	112,553	$	145,813


Other Expense
Ground rent	$	11,507	$	10,714	$	33,827	$	31,828
Professional fees		13,613		6,768		21,557		15,677
Other		684		3,154		7,027		10,919

Totals	$	25,804	$	20,636	$	62,411	$	58,424

Capitalized Interest	Three Months Ended September 30,				Nine Months Ended September 30,

	2013		2012		2013		2012
Interest Capitalized during the Period:
Our Share of Consolidated Properties	$	4,833	$	5,307	$	13,662	$	17,606
Our Share of Joint Venture Properties	$	99	$	215	$	531	$	484

(1): Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues and other miscellaneous income items.

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U.S. Mall and Premium Outlets Operating Information

	As of September 30,

	2013		2012
Total Number of Properties		224		220
Total Square Footage of Properties (in millions)		190.4		187.6
Ending Occupancy ⁽¹⁾:
Consolidated Assets		95.6%		94.8%
Unconsolidated Assets		94.9%		93.9%
Total Portfolio		95.5%		94.6%
Total Sales per Square Foot (PSF) ⁽²⁾:
Consolidated Assets	$	559	$	543
Unconsolidated Assets	$	663	$	648
Total Portfolio	$	579	$	562
Base Minimum Rent PSF ⁽³⁾:
Consolidated Assets	$	39.56	$	38.23
Unconsolidated Assets	$	49.40	$	48.70
Total Portfolio	$	41.73	$	40.33

Releasing Activity for the Trailing Twelve Month Period Ended:

			Total Rent PSF				Releasing

	Square Footage of Openings		Opening Rate PSF (4)		Closing Rate PSF (4)		Spread (4)
9/30/13		7,748,887	$	61.07	$	53.02	$	8.05	15.2%
6/30/13		7,436,001	$	60.62	$	53.13	$	7.49	14.1%
3/31/13		7,419,367	$	59.11	$	52.11	$	7.00	13.4%
12/31/12		8,250,576	$	53.24	$	48.03	$	5.21	10.8%
9/30/12		7,961,413	$	51.75	$	46.89	$	4.86	10.4%

Occupancy Cost as a Percentage of Sales ⁽⁵⁾:

9/30/13

11.4%

6/30/13

11.3%

3/31/13

11.3%

12/31/12

11.4%

9/30/12

11.3%

(1): Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, freestanding and outlots in the calculation.
(2): Total Sales PSF is defined as total sales of the tenants open and operating in the center during the reporting period divided by the associated company owned and occupied GLA on a trailing 12-month basis. Includes tenant sales activity for all months a tenant is open within the trailing 12-month period. In accordance with the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, only stores with less than 10,000 square feet are included for malls. All company owned space is included for Premium Outlets.
(3): Base Minimum Rent PSF is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in Ending Occupancy as defined above.
(4): Releasing Spread is a "same space" measure that compares opening and closing rates on individual spaces, including spaces greater than 10,000 square feet. The Opening Rate is the average of the initial cash Total Rent PSF for spaces leased during the trailing 12-month period, and includes new leases and existing tenant renewals, amendments and relocations (including expansions and downsizings). The Closing Rate is the average of the final cash Total Rent PSF as of the month the tenant terminates or closes. Total Rent PSF includes Base Minimum Rent, common area maintenance (CAM) and base percentage rent. It includes leasing activity on all spaces occupied by tenants that would qualify to be included in Ending Occupancy as defined above as long as the opening and closing dates are within 24 months of one another.
(5): Occupancy Cost as a Percentage of Sales is the Trailing 12 Base Minimum Rent, plus all applicable Ancillary Charges, plus Overage Rent, if applicable (based on last 12 months of sales), divided by the Trailing 12 Total Sales PSF for the same tenants.

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The Mills, Community/Lifestyle Centers and International Operating Information

	As of September 30,

	2013		2012
The Mills
Total Number of Properties		13		13
Total Square Footage of Properties (in millions)		19.2		18.8
Ending Occupancy ⁽¹⁾		98.3%		97.2%
Total Sales PSF ⁽²⁾	$	521	$	505
Base Minimum Rent PSF ⁽³⁾	$	23.46	$	22.20

Community/Lifestyle Centers
Total Number of Properties		64		68
Total Square Footage of Properties (in millions)		20.0		21.0
Ending Occupancy ⁽¹⁾		94.3%		94.3%
Base Minimum Rent PSF ⁽³⁾	$	14.43	$	13.97

International Premium Outlets
Total Number of Properties		15		12
Total Square Footage of Properties (in millions)		4.9		3.8
Statistics for Properties in Japan ⁽⁴⁾
Ending Occupancy		99.6%		99.8%
Total Sales PSF	¥	90,013	¥	87,779
Base Minimum Rent PSF	¥	4,842	¥	4,793

(1): See footnote 1 on page 23 for definition, except Ending Occupancy is calculated on all company owned space.
(2): See footnote 2 on page 23 for definition; calculation methodology is the same as for malls.
(3): See footnote 3 on page 23 for definition.
(4): Information supplied by the managing venture partner.

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

Year			Avg. Base Minimum Rent PSF at 9/30/13

Inline Stores and Freestanding
Month to Month Leases	587	1,850,686	$	37.82	1.4%
2013 (10/1/13 - 12/31/13)	383	1,010,112	$	37.87	0.8%
2014	2,742	8,784,205	$	38.43	7.1%
2015	2,903	9,465,256	$	39.53	8.0%
2016	2,760	9,351,880	$	38.96	7.7%
2017	2,583	9,184,073	$	41.72	8.2%
2018	2,387	8,806,216	$	44.99	8.5%
2019	1,556	6,062,149	$	45.40	6.0%
2020	1,232	4,524,374	$	48.42	4.7%
2021	1,283	5,227,550	$	46.17	5.2%
2022	1,581	6,061,693	$	45.33	6.0%
2023	1,652	6,500,373	$	44.56	6.3%
2024 and Thereafter	716	3,516,920	$	36.98	2.9%
Specialty Leasing Agreements w/ terms in excess of 12 months	1,409	3,303,861	$	16.05	1.2%

Anchor Tenants
2014	21	2,301,090	$	5.22	0.3%
2015	30	3,352,315	$	3.11	0.2%
2016	25	3,002,292	$	3.16	0.2%
2017	23	3,119,997	$	2.44	0.2%
2018	26	3,040,642	$	4.65	0.3%
2019	20	2,022,447	$	4.88	0.2%
2020	15	1,370,682	$	6.80	0.2%
2021	12	1,055,228	$	7.77	0.2%
2022	8	962,861	$	9.46	0.2%
2023	13	1,493,109	$	9.88	0.3%
2024 and Thereafter	32	3,323,206	$	5.99	0.4%

(1): Does not consider the impact of renewal options that may be contained in leases.
(2): Annual rental revenues represent 2012 consolidated and joint venture combined base rental revenue.

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U.S. Mall and Premium Outlets Top Tenants

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

Tenant


The Gap, Inc.	378	3,974	1.7%	3.2%
L Brands, Inc.	384	2,185	0.9%	2.2%
PVH Corporation	333	1,856	0.8%	1.6%
Abercrombie & Fitch Co.	214	1,530	0.6%	1.6%
Foot Locker, Inc.	365	1,436	0.6%	1.3%
Forever 21, Inc.	84	1,302	0.5%	1.2%
Luxottica Group S.P.A	453	870	0.4%	1.2%
American Eagle Outfitters, Inc.	209	1,287	0.5%	1.2%
Ascena Retail Group, Inc.	324	1,729	0.7%	1.1%
Ann, Inc.	211	1,279	0.5%	1.1%

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

Tenant


Macy's, Inc.	155	28,805	12.1%	0.5%
Sears Holdings Corporation	118	18,477	7.8%	0.2%
J.C. Penney Co., Inc.	110	16,246	6.8%	0.5%
Dillard's, Inc.	65	10,493	4.4%	0.1%
Nordstrom, Inc.	28	4,745	2.0%	0.1%
Belk, Inc.	17	2,385	1.0%	0.1%
The Bon-Ton Stores, Inc.	20	2,147	0.9%	0.1%
Target Corporation	12	1,676	0.7%	–
Dick's Sporting Goods, Inc.	25	1,643	0.7%	0.4%
The Neiman Marcus Group, Inc.	10	1,265	0.5%	–
Lord and Taylor	9	1,231	0.5%	–
Kohl's Corporation	12	1,028	0.4%	0.1%
Saks Incorporated	8	986	0.4%	0.1%

(1): 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		Total		Our Share

New development projects	$	38,560	$	332,189	$	161,426
Redevelopment projects with incremental square footage and/or anchor replacement		322,014		131,641		65,822
Redevelopment projects with no incremental square footage		48,267		16,344		7,878


Subtotal new development and redevelopment projects		408,841		480,174		235,126
Tenant allowances		100,756		45,032		20,159
Operational capital expenditures at properties:
CAM expenditures ⁽¹⁾		49,811		27,220		12,417
Non-CAM expenditures		17,822		10,913		4,493


Totals	$	577,230	$	563,339	$	272,195

Conversion from accrual to cash basis		51,347		4,571		2,209


Capital Expenditures for the Nine Months Ended 9/30/13 ⁽²⁾	$	628,577	$	567,910	$	274,404


Capital Expenditures for the Nine Months Ended 9/30/12 ⁽²⁾	$	589,671	$	398,525	$	187,306

(1): Expenditures included in the pool of expenses allocated to tenants as CAM.
(2): 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
As of September 30, 2013
(in millions, except percent)



Platform Project Type	Projected Gross Cost		Projected Net Cost		Our Share of Net Cost		Blended Stabilized Rate of Return		Total Construction in Progress		Our Share of Total Construction in Progress
Malls
Redevelopments	$	909	$	897	$	657		8%	$	337	$	296

Premium Outlets
New Developments	$	480	$	469	$	212		9%	$	67	$	30
Redevelopments	$	447	$	447	$	438		12%	$	127	$	123

The Mills
Redevelopments	$	19	$	19	$	16		14%	$	11	$	10

Community/Lifestyle Centers
Redevelopments	$	12	$	12	$	7		8%	$	1	$	0
Totals	$	1,867	$	1,844	$	1,330		9%	$	543	$	459

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.
(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 September 30, 2013

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

Malls - Redevelopments
Penn Square Mall - Oklahoma City, OK	Redevelopment	10/13	94.5%
Prien Lake Mall - Lake Charles, LA	Dick's Sporting Goods	10/13	100%
Shops at Nanuet, The - Nanuet (New York), NY	Redevelopment of enclosed mall into open-air center	10/13	100%
Stanford Shopping Center - Palo Alto (San Jose), CA	Container Store	10/13	100%
Bowie Town Center - Bowie, MD	LA Fitness	11/13	100%
Brea Mall - Brea (Los Angeles), CA	Redevelopment	11/13	100%
Briarwood Mall - Ann Arbor, MI	Redevelopment	11/13	50%
Dover Mall - Dover, DE	Dick's Sporting Goods	11/13	68.1%
Empire Mall - Sioux Falls, SD	Dick's Sporting Goods	11/13	100%
Empire Mall - Sioux Falls, SD	Redevelopment	11/13	100%
Lindale Mall - Cedar Rapids, IA	25,000 SF expansion with small shops and restaurants	11/13	100%
Montgomery Mall - North Wales (Philadelphia), PA	Wegmans	11/13	60%
Walt Whitman Shops - Huntington Station (New York), NY	52,000 SF expansion with small shops and restaurants	11/13	100%
Woodland Hills Mall - Tulsa, OK	Redevelopment	11/13	94.5%

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

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

Malls - Redevelopments
Mall at Chestnut Hill, The - Chestnut Hill (Boston), MA	The Cheesecake Factory	12/13	94.4%
White Oaks Mall - Springfield, IL	L.A. Fitness	12/13	80.7%
Virginia Center Commons - Glen Allen, VA	American Family Fitness	1/14	100%
Domain, The - Austin, TX	Punch Bowl Social	3/14	100%
King of Prussia Mall - King of Prussia (Philadelphia), PA	Container Store	3/14	96.1%
Plaza Carolina - Carolina (San Juan), PR	Sports Authority	3/14	100%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase I redevelopment includes common area renovation and new dining pavilion (11/13), addition of small shops in former food court space (5/14)	5/14	50%
Lenox Square - Atlanta, GA	Small shop expansion with addition of restaurants and redevelopment of food court	5/14	100%
Great Lakes Mall - Mentor (Cleveland), OH	Dick's Sporting Goods	6/14	100%
Gulf View Square - Port Richey, FL	Ulta	6/14	100%
Coddingtown Mall - Santa Rosa, CA	Target	7/14	50%
Southdale Center Residential - Edina, MN	230 Residential Units	9/14	50%
St. Johns Town Center - Jacksonville, FL	Addition of Nordstrom and 34,000 SF small shop expansion	10/14	50%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase II includes addition of Nordstrom and small shops	10/15	50%

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

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	215,000 SF Outlet Center	3/15	45%

Premium Outlets - Redevelopments
Orlando Premium Outlets-Vineland Ave - Orlando, FL	105,000 SF expansion	10/13	100%
Johor Premium Outlets - Johor, Malaysia	90,000 SF expansion	11/13	50%
Desert Hills Premium Outlets - Cabazon (Palm Springs), CA	147,000 SF expansion, redevelopment and parking deck	4/14	100%
Las Vegas Premium Outlets-North - Las Vegas, NV	140,000 SF expansion	5/15	100%
Woodbury Common - Central Valley (New York), NY	Redevelopment and 63,000 square foot expansion	3/16	100%

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

Property/ Location	Project Description	Actual/ Projected Opening	Company's Ownership Percentage

The Mills - Redevelopments
Colorado Mills - Lakewood (Denver), CO	H&M	11/13	37.5%
Potomac Mills - Woodbridge (Washington, DC), VA	Relocation of Saks Fifth Avenue OFF 5TH (10/13) and addition of Christmas Tree Shops and Buy Buy Baby (5/14)	5/14	100%
Katy Mills - Katy, TX	H&M	6/14	62.5%

Community/Lifestyle Centers - Redevelopments
Village Park Plaza - Carmel (Indianapolis), IN	Redevelopment	11/13	35.7%
Pier Park - Panama City Beach, FL	Dave & Buster's	8/14	65.6%

(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.

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U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Openings During the First Nine Months of 2013
Apple Blossom Mall - Winchester, VA	Mall	Carmike Cinema	Carmike Cinema (former)
Arizona Mills - Tempe (Phoenix), AZ	Mills	Conn's Electronic & Appliance	Linens 'n Things
Bloomingdale Court - Bloomingdale (Chicago), IL	Community/Lifestyle	Wal-Mart (expansion)	N/A
Clay Terrace - Carmel (Indianapolis), IN	Community/Lifestyle	St. Vincent's Sports Performance	Circuit City
Colorado Mills - Lakewood (Denver), CO	Mills	Forever 21	Borders
Cordova Mall - Pensacola, FL	Mall	Dick's Sporting Goods	Belk ⁽¹⁾
Denver West Village - Lakewood (Denver), CO	Community/Lifestyle	Cost Plus World Market	Ultimate Electronics
		Marshalls	Ultimate Electronics
Domain, The - Austin, TX	Mall	Arhaus Furniture	Borders
Empire East - Sioux Falls, SD	Community/Lifestyle	Ulta	N/A
Firewheel Town Center - Garland (Dallas), TX	Mall	Toys "R" Us/ Babies "R" Us	Circuit City
Gateway Center - Austin, TX	Community/Lifestyle	Paul Mitchell Salon/School	Comp USA
Gurnee Mills - Gurnee (Chicago), IL	Mills	Macy's	Circuit City
Irving Mall - Irving (Dallas), TX	Mall	Fitness Connection	Circuit City
Lima Center - Lima, OH	Community/Lifestyle	Ulta	General Cinema
Miller Hill Mall - Duluth, MN	Mall	Dick's Sporting Goods	N/A
Opry Mills - Nashville, TN	Mills	H&M	Gibson Guitar
Penn Square Mall - Oklahoma City, OK	Mall	AMC Theatres	Dickinson Theatres
Sawgrass Mills - Sunrise (Miami), FL	Mills	Forever 21 (expansion)	Wannado
South Hills Village - Pittsburgh, PA	Mall	Target	Boscov's
South Shore Plaza - Braintree (Boston), MA	Mall	DSW	Filene's
Town Center at Boca Raton - Boca Raton (Miami), FL	Mall	Container Store	Old Navy
University Town Plaza - Pensacola, FL	Community/Lifestyle	Academy Sports	N/A
		Toys "R" Us	N/A

3Q 2013 SUPPLEMENTAL

Table of Contents

U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Openings Projected for the Remainder of 2013
Arundel Mills - Baltimore (Washington, D.C.), MD	Mills	Forever 21	Virgin Megastore
Bowie Town Center - Bowie (Washington, D.C.), MD	Mall	L.A. Fitness	Bed Bath & Beyond
Coconut Point - Estero, FL	Mall	Michaels	Old Navy
Colorado Mills - Lakewood (Denver), CO	Mills	H&M	Eddie Bauer
Dover Mall - Dover, DE	Mall	Dick's Sporting Goods	N/A
Empire Mall - Sioux Falls, SD	Mall	Dick's Sporting Goods	N/A
Forest Plaza - Rockford, IL	Community/Lifestyle	Kirkland's	N/A
Irving Mall - Irving (Dallas), TX	Mall	Shoppers World	Barnes & Noble
Montgomery Mall - North Wales (Philadelphia), PA	Mall	Wegmans	Boscov's
Potomac Mills - Woodbridge (Washington, D.C.), VA	Mills	Saks Fifth Avenue OFF 5TH ⁽¹⁾	N/A
Prien Lake Mall - Lake Charles, LA	Mall	Dick's Sporting Goods	N/A
Shops at Nanuet, The - Nanuet (New York), NY	Mall	Fairway Market	N/A
		Regal Cinema	N/A
		24 Hour Fitness	N/A
Stanford Shopping Center - Palo Alto (San Jose), CA	Mall	American Girl	N/A
		Container Store	Andronico's
Sunland Park Mall - El Paso, TX	Mall	Cinemark Theatre	N/A
University Center - Mishawaka, IN	Community/Lifestyle	Ross Dress for Less	Linens 'n Things
University Town Plaza - Pensacola, FL	Community/Lifestyle	Burlington Coat Factory	N/A
White Oaks Mall - Springfield, IL	Mall	L.A. Fitness	Cost Plus World Market

Openings Projected for 2014
Circle Centre - Indianapolis, IN	Mall	Indianapolis Star	Nordstrom
Coddingtown Mall - Santa Rosa, CA	Mall	Target	Gottschalks
Concord Mills - Concord (Charlotte), NC	Mills	Sea Life	Nascar Speed Park
Cottonwood Mall - Albuquerque, NM	Mall	Conn's Electronic & Appliance	Mervyn's
Domain, The - Austin, TX	Mall	Punch Bowl Social	N/A
Florida Mall, The - Orlando, FL	Mall	American Girl	N/A

3Q 2013 SUPPLEMENTAL

Table of Contents

U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant

Gaitway Plaza - Ocala, FL	Community/Lifestyle	Michaels	Books-A-Million
Great Lakes Mall - Mentor (Cleveland), OH	Mall	Dick's Sporting Goods	N/A
Gulf View Square - Port Richey (Tampa), FL	Mall	Ulta	N/A
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
Melbourne Square - Melbourne, FL	Mall	L.A. Fitness	Circuit City
Pier Park - Panama City Beach, FL	Community/Lifestyle	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/Christmas Tree Shops	N/A
Prien Lake Mall - Lake Charles, LA	Mall	Ulta	N/A
South Hills Village - Pittsburgh, PA	Mall	DSW	Dick's Sporting Goods
		Ulta	Dick's Sporting Goods
St. Johns Town Center - Jacksonville, FL	Mall	Nordstrom	N/A
Stanford Shopping Center - Palo Alto, CA	Mall	Bloomingdale's ⁽²⁾	N/A
Virginia Center Commons - Glen Allen, VA	Mall	American Family Fitness	Dillard's
Woodfield Mall - Schaumburg (Chicago), IL	Mall	Arhaus Furniture	N/A

Openings Projected for 2015 and Beyond
Del Amo Fashion Center - Los Angeles, CA	Mall	Nordstrom	N/A
Roosevelt Field - Garden City (New York), NY	Mall	Neiman Marcus	N/A

(1): Tenant has relocated or is relocating to another space within the center.
(2): Bloomingdale's has an existing store at this center but will move to a new location.

3Q 2013 SUPPLEMENTAL

Table of Contents

Common and Preferred Stock Information

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



Number Outstanding at December 31, 2012	309,903,824		51,952,554
Activity During the First Six Months of 2013:
Issuance of Common Stock for Stock Option Exercises	1,567		–
Exchange of Limited Partnership Units for Common Stock	318,162		(318,162	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned (3)	110,573		489,654

Number Outstanding at June 30, 2013	310,334,126		52,124,046
Third Quarter Activity:
Exchange of Limited Partnership Units for Common Stock	3,192		(3,192	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned (3)	(4,035	)	–

Number Outstanding at September 30, 2013	310,333,283		52,120,854

Number of Limited Partnership Units and Common Shares at September 30, 2013	362,454,137

Preferred Stock/Units Outstanding as of September 30, 2013
($ 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 September 30, 2013 was $66.00 per share.
(5): Each unit is redeemable upon the occurrence of certain tax triggering events.

3Q 2013 SUPPLEMENTAL

Table of Contents

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

3Q 2013 SUPPLEMENTAL

Table of Contents

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

	Total Indebtedness			Our Share of Indebtedness

Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	7,726,367		$	7,570,120		5.64%	4.3
Variable Rate Debt		350,000			350,000		1.53%	4.0

Total Mortgage Debt		8,076,367			7,920,120		5.46%	4.3
Unsecured Debt
Fixed Rate		12,934,482			12,934,482		5.06%	6.6
Revolving Credit Facility - Euro Currency		1,214,577			1,214,577		1.04%	3.1
Supplemental Credit Facility - Yen Currency		227,593			227,593		1.07%	3.7

Total Revolving Credit Facilities		1,442,170			1,442,170		1.04%	3.2
Unsecured Term Loan		240,000			240,000		1.28%	4.4

Total Unsecured Debt		14,616,652			14,616,652		4.61%	6.3
Premium		75,251			74,725
Discount		(38,616	)		(38,616	)

Consolidated Mortgages and Unsecured Indebtedness (1)	$	22,729,654		$	22,572,881		4.90%	5.6

Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	9,787,860		$	4,630,769		5.08%	6.0
Variable Rate Debt		1,338,660			641,990		2.30%	2.9
Mills Limited Partnership Debt (2)		847,361			334,762		–	–

Total Mortgage Debt		11,973,881			5,607,521		4.74%	5.6
Premium		5,140			2,570

Joint Venture Mortgages and Other Indebtedness (1)	$	11,979,021		$	5,610,091		4.74%	5.6


Our Share of Total Indebtedness				$	28,182,972		4.87%	5.6

(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.

		Our Share of Indebtedness

Summary of SPG Share of Fixed and Variable Rate Debt
Consolidated
Fixed	91.0%	$	20,540,711	5.28%	5.8
Variable	9.0%		2,032,170	1.15%	3.5

	100.0%		22,572,881	4.90%	5.6
Joint Venture
Fixed	86.1%	$	4,827,600	5.08%	6.0
Variable	13.9%		782,491	2.30%	2.9

	100.0%		5,610,091	4.74%	5.6
Total Debt		$	28,182,972


Total Fixed Debt	90.0%	$	25,368,311	5.24%	5.8


Total Variable Debt	10.0%	$	2,814,661	1.43%	3.3

3Q 2013 SUPPLEMENTAL

Table of Contents

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


2013		–		–		18,066	–		66,670	–		84,736	–
2014		934,482		6.09%		1,124,398	5.85%		608,004	4.89%		2,666,884	5.73%
2015		1,600,000		5.12%		369,874	6.19%		977,775	4.97%		2,947,649	5.19%
2016		2,514,577		3.61%		2,725,339	6.14%		543,835	6.27%		5,783,751	5.03%
2017		1,827,593		3.21%		1,740,070	4.97%		437,304	5.73%		4,004,967	4.24%
2018		1,990,000		3.92%		39,967	–		281,328	1.92%		2,311,295	3.67%
2019		650,000		10.35%		168,043	7.68%		199,685	4.08%		1,017,728	9.52%
2020		1,250,000		5.65%		110,075	5.01%		493,263	5.61%		1,853,338	5.61%
2021		1,600,000		4.27%		440,712	5.44%		797,205	4.80%		2,837,917	4.61%
2022		600,000		3.38%		558,211	4.14%		630,936	4.28%		1,789,147	3.95%
Thereafter		1,650,000		4.87%		625,365	3.99%		571,516	3.70%		2,846,881	4.40%

Face Amount of Indebtedness	$	14,616,652		4.61%	$	7,920,120	5.46%	$	5,607,521	4.74%	$	28,144,293	4.87%
Premiums (Discounts) on Indebtedness, Net		(36,158	)			72,267			2,570			38,679

Our Share of Total Indebtedness	$	14,580,494			$	7,992,387		$	5,610,091		$	28,182,972

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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.	Anderson Mall	SC	Anderson		100.0%			671,312	12/01/22			4.61%	Fixed		20,547		20,547
2.	Apple Blossom Mall	VA	Winchester		49.1%			471,788	(2)
3.	Auburn Mall	MA	Auburn		56.4%			587,472	09/01/20			6.02%	Fixed		40,480		22,819
4.	Aventura Mall (3)	FL	Miami Beach (Miami)		33.3%			2,105,657	12/11/17			5.91%	Fixed		430,000		143,333
5.	Avenues, The	FL	Jacksonville		25.0%	(4)		1,116,526	02/06/23			3.60%	Fixed		110,000		27,500
6.	Bangor Mall	ME	Bangor		67.1%	(5)		652,531	10/01/17			6.15%	Fixed		80,000		53,672
7.	Barton Creek Square	TX	Austin		100.0%			1,429,845	(2)
8.	Battlefield Mall	MO	Springfield		100.0%			1,199,017	09/01/22			3.95%	Fixed		125,000		125,000
9.	Bay Park Square	WI	Green Bay		100.0%			711,738	(2)
10.	Bowie Town Center	MD	Bowie (Washington, D.C.)		100.0%			685,763	(2)
11.	Boynton Beach Mall	FL	Boynton Beach (Miami)		100.0%			1,094,157	(2)
12.	Brea Mall	CA	Brea (Los Angeles)		100.0%			1,318,785	(2)
13.	Briarwood Mall	MI	Ann Arbor		50.0%			968,001	11/30/16	(6)		7.50%	Fixed		112,736		56,368
14.	Broadway Square	TX	Tyler		100.0%			627,084	(2)
15.	Brunswick Square	NJ	East Brunswick (New York)		100.0%			760,306	08/11/14			5.65%	Fixed		77,062		77,062
16.	Burlington Mall	MA	Burlington (Boston)		100.0%			1,317,275	(2)
17.	Cape Cod Mall	MA	Hyannis		56.4%			721,330	03/06/21			5.75%	Fixed		96,894		54,620
18.	Castleton Square	IN	Indianapolis		100.0%			1,383,207	(2)
19.	Charlottesville Fashion Square	VA	Charlottesville		100.0%			576,747	(2)
20.	Chautauqua Mall	NY	Lakewood		100.0%			427,851	(2)
21.	Chesapeake Square	VA	Chesapeake (Virginia Beach)		75.0%	(7)		759,897	08/01/14			5.84%	Fixed		65,666		49,250
22.	Cielo Vista Mall	TX	El Paso		100.0%			1,241,588	(2)
23.	Circle Centre	IN	Indianapolis		14.7%	(4)		771,395	01/28/20	(8)		3.08%	Variable		67,000		9,822
24.	Coconut Point	FL	Estero		50.0%			1,204,941	12/10/16			5.83%	Fixed		230,000		115,000
25.	Coddingtown Mall	CA	Santa Rosa		50.0%			627,927	01/01/14			3.08%	Variable		12,600		12,600
26.	College Mall	IN	Bloomington		100.0%			636,325	(2)
27.	Columbia Center	WA	Kennewick		100.0%			770,584	(2)
28.	Copley Place	MA	Boston		98.1%			1,241,760	(2)
29.	Coral Square	FL	Coral Springs (Miami)		97.2%			943,812	(2)
30.	Cordova Mall	FL	Pensacola		100.0%			832,857	(2)
31.	Cottonwood Mall	NM	Albuquerque		100.0%			1,034,293	(2)
32.	Crystal Mall	CT	Waterford		78.2%			783,048	06/06/22			4.46%	Fixed		95,000		74,276
33.	Dadeland Mall	FL	Miami		50.0%			1,468,143	12/05/21			4.50%	Fixed		450,000		225,000
34.	Del Amo Fashion Center	CA	Torrance (Los Angeles)		50.0%			2,291,741	01/17/18	(8)		2.18%	Variable		310,000		155,000
35.	Domain, The	TX	Austin		100.0%			1,232,160	08/01/21			5.44%	Fixed		202,483		202,483
36.	Dover Mall	DE	Dover		68.1%			860,121	08/06/21			5.57%	Fixed		91,497		62,301
37.	Edison Mall	FL	Fort Myers		100.0%			1,053,727	(2)
38.	Emerald Square	MA	North Attleboro (Providence, RI)		56.4%			1,022,740	08/11/22			4.71%	Fixed		113,152		63,784
39.	Empire Mall	SD	Sioux Falls		100.0%			1,037,941	06/01/16			5.79%	Fixed		176,300		176,300
40.	Falls, The	FL	Miami		50.0%			839,396	11/30/16	(6)		7.50%	Fixed		108,978		54,489

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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

41.	Fashion Centre at Pentagon	VA	Arlington (Washington, DC)		42.5%			991,518	07/01/21			5.11%	Fixed		40,000		17,000
	City								07/01/21			4.87%	Fixed		410,000		174,250
42.	Fashion Mall at Keystone, The	IN	Indianapolis		100.0%			710,151	(2)
43.	Fashion Valley	CA	San Diego		50.0%			1,729,614	01/04/21			4.30%	Fixed		475,000		237,500
									05/01/14			6.00%	Fixed		5,622		2,811
44.	Firewheel Town Center	TX	Garland (Dallas)		100.0%			998,130	(2)
45.	Florida Mall, The	FL	Orlando		50.0%			1,768,516	09/05/20			5.25%	Fixed		358,268		179,134
46.	Forest Mall	WI	Fond Du Lac		100.0%			500,273	(2)
47.	Forum Shops at Caesars, The	NV	Las Vegas		100.0%			671,983	(2)
48.	Galleria, The	TX	Houston		50.4%			2,235,394	12/01/15			5.44%	Fixed		643,583		324,173
									12/01/15			5.44%	Fixed		177,417		89,365
49.	Great Lakes Mall	OH	Mentor (Cleveland)		100.0%			1,232,357	(2)
50.	Greendale Mall	MA	Worcester (Boston)		56.4%			429,711	10/01/16			6.00%	Fixed		45,000		25,367
51.	Greenwood Park Mall	IN	Greenwood (Indianapolis)		100.0%			1,288,320	08/01/16	(9)		8.00%	Fixed		76,901		76,901
52.	Gulf View Square	FL	Port Richey (Tampa)		100.0%			754,288	(2)
53.	Haywood Mall	SC	Greenville		100.0%			1,229,141	(2)
54.	Independence Center	MO	Independence (Kansas City)		100.0%			866,145	07/10/17			5.94%	Fixed		200,000		200,000
55.	Indian River Mall	FL	Vero Beach		50.0%			736,291	11/01/14			5.21%	Fixed		61,723		30,861
56.	Ingram Park Mall	TX	San Antonio		100.0%			1,124,899	06/01/21			5.38%	Fixed		140,644		140,644
57.	Irving Mall	TX	Irving (Dallas)		100.0%			1,052,527	(2)
58.	Jefferson Valley Mall	NY	Yorktown Heights (New York)		100.0%			556,215	(2)
59.	King of Prussia Mall	PA	King of Prussia		96.1%			2,469,717	01/01/17			7.49%	Fixed		68,082		65,418
			(Philadelphia)						01/01/17			8.53%	Fixed		4,873		4,682
									01/01/17			4.50%	Fixed		50,000		48,044
60.	Knoxville Center	TN	Knoxville		100.0%			961,007	(2)
61.	La Plaza Mall	TX	McAllen		100.0%			1,221,029	(2)
62.	Lakeline Mall	TX	Cedar Park (Austin)		100.0%			1,097,510	(2)
63.	Lehigh Valley Mall	PA	Whitehall		38.0%	(5)		1,180,146	07/05/20			5.88%	Fixed		134,060		50,889
64.	Lenox Square	GA	Atlanta		100.0%			1,555,022	(2)
65.	Liberty Tree Mall	MA	Danvers (Boston)		49.1%			856,240	05/06/23			3.41%	Fixed		34,785		17,093
66.	Lima Mall	OH	Lima		100.0%			743,356	(2)
67.	Lincolnwood Town Center	IL	Lincolnwood (Chicago)		100.0%			421,773	(2)
68.	Lindale Mall	IA	Cedar Rapids		100.0%			687,847	(2)
69.	Livingston Mall	NJ	Livingston (New York)		100.0%			968,235	(2)
70.	Longview Mall	TX	Longview		100.0%			638,520	(2)
71.	Mall at Chestnut Hill, The	MA	Chestnut Hill (Boston)		94.4%			465,830	(2)
72.	Mall at Rockingham Park, The	NH	Salem (Boston)		28.2%			1,025,409	03/10/17			5.61%	Fixed		260,000		73,281
73.	Mall at Tuttle Crossing, The	OH	Dublin (Columbus)		50.0%			1,128,499	05/01/23			3.56%	Fixed		125,000		62,500
74.	Mall of Georgia	GA	Buford (Atlanta)		100.0%			1,821,864	(2)
75.	Mall of New Hampshire, The	NH	Manchester		56.4%			811,241	10/05/15			6.23%	Fixed		127,738		72,006
76.	Maplewood Mall	MN	St. Paul (Minneapolis)		100.0%			926,291	(2)
77.	Markland Mall	IN	Kokomo		100.0%			417,388	(2)
78.	McCain Mall	AR	N. Little Rock		100.0%			786,997	(2)
79.	Meadowood Mall	NV	Reno		50.0%			883,569	11/06/21			5.82%	Fixed		122,226		61,113
80.	Melbourne Square	FL	Melbourne		100.0%			702,905	(2)
81.	Menlo Park Mall	NJ	Edison (New York)		100.0%			1,319,209	(2)
82.	Mesa Mall	CO	Grand Junction		100.0%			880,469	06/01/16			5.79%	Fixed		87,250		87,250

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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

83.	Miami International Mall	FL	Miami		47.8%			1,080,315	(2)
84.	Midland Park Mall	TX	Midland		100.0%			615,379	09/06/22			4.35%	Fixed		83,644		83,644
85.	Miller Hill Mall	MN	Duluth		100.0%			830,695	(2)
86.	Montgomery Mall	PA	North Wales (Philadelphia)		60.0%	(5)		985,227	05/11/34			5.17%	Fixed		80,786		48,464
87.	Muncie Mall	IN	Muncie		100.0%			635,840	(2)
88.	North East Mall	TX	Hurst (Dallas)		100.0%			1,669,736	(2)
89.	Northfield Square	IL	Bourbonnais		71.7%	(7)		530,325	02/11/14			6.05%	Fixed		25,206		18,070
90.	Northgate Mall	WA	Seattle		100.0%			1,053,259	(2)
91.	Northlake Mall	GA	Atlanta		100.0%			963,134	(2)
92.	Northshore Mall	MA	Peabody (Boston)		56.4%			1,592,107	07/05/23			3.30%	Fixed		274,103		154,512
93.	Northwoods Mall	IL	Peoria		100.0%			693,519	(2)
94.	Oak Court Mall	TN	Memphis		100.0%			849,785	(2)
95.	Ocean County Mall	NJ	Toms River (New York)		100.0%			898,785	(2)
96.	Orange Park Mall	FL	Orange Park (Jacksonville)		100.0%			959,331	(2)
97.	Orland Square	IL	Orland Park (Chicago)		100.0%			1,235,208	(2)
98.	Oxford Valley Mall	PA	Langhorne (Philadelphia)		64.9%	(5)		1,332,032	12/07/20			4.77%	Fixed		68,017		44,172
99.	Paddock Mall	FL	Ocala		100.0%			557,010	(2)
100.	Penn Square Mall	OK	Oklahoma City		94.5%			1,064,051	04/01/16			7.75%	Fixed		95,557		90,297
101.	Pheasant Lane Mall	NH	Nashua		(10)			979,652	(2)
102.	Phipps Plaza	GA	Atlanta		100.0%			830,765	(2)
103.	Plaza Carolina	PR	Carolina (San Juan)		100.0%			1,100,441	09/30/17	(8)		1.53%	Variable		225,000		225,000
104.	Port Charlotte Town Center	FL	Port Charlotte		80.0%	(7)		764,717	11/01/20			5.30%	Fixed		46,595		37,276
105.	Prien Lake Mall	LA	Lake Charles		100.0%			847,902	(2)
106.	Quaker Bridge Mall	NJ	Lawrenceville		50.0%			1,083,447	04/01/16			7.03%	Fixed		14,116		7,058
									04/01/16			2.95%	Fixed		62,000		31,000
107.	Richmond Town Square	OH	Richmond Heights (Cleveland)		100.0%			1,011,688	(2)
108.	River Oaks Center	IL	Calumet City (Chicago)		100.0%			1,192,836	(2)
109.	Rockaway Townsquare	NJ	Rockaway (New York)		100.0%			1,247,251	(2)
110.	Rolling Oaks Mall	TX	San Antonio		100.0%			882,349	(2)
111.	Roosevelt Field	NY	Garden City (New York)		100.0%			2,257,604	(2)
112.	Ross Park Mall	PA	Pittsburgh		100.0%			1,240,541	(2)
113.	Rushmore Mall	SD	Rapid City		100.0%			829,293	06/01/16			5.79%	Fixed		94,000		94,000
114.	Santa Rosa Plaza	CA	Santa Rosa		100.0%			694,122	(2)
115.	Seminole Towne Center	FL	Sanford (Orlando)		45.0%	(4)		1,104,631	05/06/21			5.97%	Fixed		58,348		7,585
116.	Shops at Mission Viejo, The	CA	Mission Viejo (Los Angeles)		51.0%			1,152,658	02/01/23			3.61%	Fixed		295,000		150,450
117.	Shops at Riverside, The	NJ	Hackensack (New York)		100.0%			771,371	02/01/23			3.37%	Fixed		130,000		130,000
118.	Shops at Sunset Place, The	FL	S. Miami		37.5%	(4)		514,205	09/01/20			5.62%	Fixed		74,484		27,932
119.	Smith Haven Mall	NY	Lake Grove (New York)		25.0%	(4)		1,291,726	03/01/16			5.16%	Fixed		180,000		45,000
120.	Solomon Pond Mall	MA	Marlborough (Boston)		56.4%			883,446	11/01/22			4.01%	Fixed		108,443		61,130
121.	South Hills Village	PA	Pittsburgh		100.0%			1,122,885	(2)
122.	South Shore Plaza	MA	Braintree (Boston)		100.0%			1,586,385	(2)
123.	Southdale Center	MN	Edina (Minneapolis)		100.0%			1,277,164	04/01/23			3.84%	Fixed		155,000		155,000
124.	Southern Hills Mall	IA	Sioux City		100.0%			794,426	06/01/16			5.79%	Fixed		101,500		101,500
125.	Southern Park Mall	OH	Youngstown		100.0%			1,202,645	(2)
126.	SouthPark	NC	Charlotte		100.0%			1,675,674	08/01/16	(9)		8.00%	Fixed		190,331		190,331
127.	Southridge Mall	WI	Greendale (Milwaukee)		100.0%			1,171,434	06/06/23			3.85%	Fixed		125,000		125,000

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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

128.	Springfield Mall (3)	PA	Springfield (Philadelphia)		38.0%	(5)		610,954	11/30/15	(11)		4.77%	Fixed		64,169		24,378
129.	Square One Mall	MA	Saugus (Boston)		56.4%			930,555	01/06/22			5.47%	Fixed		97,843		55,154
130.	St. Charles Towne Center	MD	Waldorf (Washington, D.C.)		100.0%			980,095	(2)
131.	St. Johns Town Center	FL	Jacksonville		50.0%			1,235,037	03/11/15			5.06%	Fixed		161,460		80,730
									05/10/15	(8)		1.88%	Variable		77,258		38,629
									01/28/16	(8)		1.43%	Variable		3,100		1,550
132.	Stanford Shopping Center	CA	Palo Alto (San Jose)		100.0%			1,344,563	(2)
133.	Stoneridge Shopping Center	CA	Pleasanton (San Francisco)		49.9%			1,301,211	11/30/16	(6)		7.50%	Fixed		219,975		109,768
134.	Summit Mall	OH	Akron		100.0%			769,431	06/10/17			5.42%	Fixed		65,000		65,000
135.	Sunland Park Mall	TX	El Paso		100.0%			922,209	01/01/26			8.63%	Fixed		28,686		28,686
136.	Tacoma Mall	WA	Tacoma (Seattle)		100.0%			1,325,471	(2)
137.	Tippecanoe Mall	IN	Lafayette		100.0%			864,239	(2)
138.	Town Center at Aurora	CO	Aurora (Denver)		100.0%			1,082,240	(2)
139.	Town Center at Boca Raton	FL	Boca Raton (Miami)		100.0%			1,779,110	(2)
140.	Town Center at Cobb	GA	Kennesaw (Atlanta)		100.0%			1,280,023	05/01/22			4.76%	Fixed		200,000		200,000
141.	Towne East Square	KS	Wichita		100.0%			1,134,219	(2)
142.	Towne West Square	KS	Wichita		100.0%			941,344	06/01/21			5.61%	Fixed		49,538		49,538
143.	Treasure Coast Square	FL	Jensen Beach		100.0%			876,152	(2)
144.	Tyrone Square	FL	St. Petersburg (Tampa)		100.0%			1,094,864	(2)
145.	University Park Mall	IN	Mishawaka		100.0%			922,304	(2)
146.	Upper Valley Mall	OH	Springfield		100.0%			739,021	07/01/16	(8)(12)		5.89%	Fixed		42,849		42,849
147.	Valle Vista Mall	TX	Harlingen		100.0%			650,634	05/10/17			5.35%	Fixed		40,000		40,000
148.	Virginia Center Commons	VA	Glen Allen		100.0%			774,503	(2)
149.	Walt Whitman Shops	NY	Huntington Station (New York)		100.0%			1,078,717	08/01/16	(9)		8.00%	Fixed		117,275		117,275
150.	Washington Square	IN	Indianapolis		100.0%			967,702	07/01/16	(13)		5.94%	Fixed		24,945		24,945
151.	West Ridge Mall	KS	Topeka		100.0%			991,799	07/01/14			5.89%	Fixed		65,049		65,049
152.	West Town Mall	TN	Knoxville		50.0%			1,344,542	12/01/17			6.34%	Fixed		210,000		105,000
153.	Westchester, The	NY	White Plains (New York)		40.0%			826,440	05/05/20			6.00%	Fixed		358,515		143,406
154.	Westminster Mall	CA	Westminster (Los Angeles)		100.0%			1,198,549	(2)
155.	White Oaks Mall	IL	Springfield		80.7%			926,306	11/01/16			5.54%	Fixed		50,000		40,339
156.	Wolfchase Galleria	TN	Memphis		94.5%			1,152,196	04/01/17			5.64%	Fixed		225,000		212,616
157.	Woodfield Mall	IL	Schaumburg (Chicago)		50.0%			2,171,976	03/05/24			4.50%	Fixed		425,000		212,500
158.	Woodland Hills Mall	OK	Tulsa		94.5%			1,090,670	04/05/19			7.79%	Fixed		93,198		88,042

	Total Mall Square Footage							162,690,406

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

								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%		429,582	(2)
2.	Allen Premium Outlets	TX	Allen (Dallas)		100.0%		441,710	(2)
3.	Aurora Farms Premium Outlets	OH	Aurora (Cleveland)		100.0%		290,520	(2)
4.	Birch Run Premium Outlets	MI	Birch Run (Detroit)		100.0%		678,694	04/11/16	(14)		5.95%	Fixed		104,686		104,686
5.	Calhoun Premium Outlets	GA	Calhoun		100.0%		254,052	09/01/16	(15)		5.79%	Fixed		20,147		20,147
6.	Camarillo Premium Outlets	CA	Camarillo (Los Angeles)		100.0%		674,086	(2)
7.	Carlsbad Premium Outlets	CA	Carlsbad (San Diego)		100.0%		288,357	(2)
8.	Carolina Premium Outlets	NC	Smithfield (Raleigh)		100.0%		438,897	12/01/22			3.36%	Fixed		49,778		49,778
9.	Chicago Premium Outlets	IL	Aurora (Chicago)		100.0%		437,341	(2)
10.	Cincinnati Premium Outlets	OH	Monroe (Cincinnati)		100.0%		398,869	(2)
11.	Clinton Crossing Premium Outlets	CT	Clinton		100.0%		276,218	(2)
12.	Columbia Gorge Premium Outlets	OR	Troutdale (Portland)		100.0%		163,699	(2)
13.	Desert Hills Premium Outlets	CA	Cabazon (Palm Springs)		100.0%		497,168	(2)
14.	Edinburgh Premium Outlets	IN	Edinburgh (Indianapolis)		100.0%		377,816	(2)
15.	Ellenton Premium Outlets	FL	Ellenton (Tampa)		100.0%		476,526	01/11/16	(16)		5.51%	Fixed		102,923		102,923
16.	Folsom Premium Outlets	CA	Folsom (Sacramento)		100.0%		297,719	(2)
17.	Gaffney Premium Outlets	SC	Gaffney (Greenville/Charlotte)		100.0%		359,753	09/01/16	(15)		5.79%	Fixed		36,564		36,564
18.	Gilroy Premium Outlets	CA	Gilroy (San Jose)		100.0%		577,902	(2)
19.	Grand Prairie Premium Outlets	TX	Grand Prairie (Dallas)		100.0%		417,414	04/01/23			3.66%	Fixed		120,000		120,000
20.	Grove City Premium Outlets	PA	Grove City (Pittsburgh)		100.0%		531,713	01/11/16	(16)		5.51%	Fixed		111,110		111,110
21.	Gulfport Premium Outlets	MS	Gulfport		100.0%		300,255	01/11/16	(16)		5.51%	Fixed		24,790		24,790
22.	Hagerstown Premium Outlets	MD	Hagerstown (Baltimore/		100.0%		485,050	04/11/16	(14)		5.95%	Fixed		87,960		87,960
			Washington DC)					(2)
23.	Houston Premium Outlets	TX	Cypress (Houston)		100.0%		541,634	(2)
24.	Jackson Premium Outlets	NJ	Jackson (New York)		100.0%		285,636	(2)
25.	Jersey Shore Premium Outlets	NJ	Tinton Falls (New York)		100.0%		434,472	01/11/16	(16)		5.51%	Fixed		68,952		68,952
26.	Johnson Creek Premium Outlets	WI	Johnson Creek		100.0%		276,373	(2)
27.	Kittery Premium Outlets	ME	Kittery		100.0%		264,977	(2)
28.	Las Americas Premium Outlets	CA	San Diego		100.0%		554,966	06/11/16			5.84%	Fixed		179,344		179,344
29.	Las Vegas Premium Outlets- North	NV	Las Vegas		100.0%		538,683	(2)

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

								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%		535,466	(2)
31.	Lebanon Premium Outlets	TN	Lebanon (Nashville)		100.0%		227,262	01/11/16	(16)		5.51%	Fixed		15,241		15,241
32.	Lee Premium Outlets	MA	Lee		100.0%		224,709	09/01/16	(15)		5.79%	Fixed		50,294		50,294
33.	Leesburg Corner Premium Outlets	VA	Leesburg (Washington D.C.)		100.0%		518,003	(2)
34.	Liberty Village Premium Outlets	NJ	Flemington (New York)		100.0%		162,198	(2)
35.	Lighthouse Place Premium Outlets	IN	Michigan City (Chicago, IL)		100.0%		454,634	(2)
36.	Livermore Premium Outlets	CA	Livermore (San Francisco)		100.0%		511,646	(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%		179,258	(2)
39.	North Bend Premium Outlets	WA	North Bend (Seattle)		100.0%		223,561	(2)
40.	North Georgia Premium Outlets	GA	Dawsonville (Atlanta)		100.0%		540,432	(2)
41.	Orlando Premium Outlets- International Dr	FL	Orlando		100.0%		773,643	(2)
42.	Orlando Premium Outlets- Vineland Ave	FL	Orlando		100.0%		549,651	(2)
43.	Osage Beach Premium Outlets	MO	Osage Beach		100.0%		392,641	(2)
44.	Petaluma Village Premium Outlets	CA	Petaluma (San Francisco)		100.0%		195,590	(2)
45.	Philadelphia Premium Outlets	PA	Limerick (Philadelphia)		100.0%		549,137	(2)
46.	Phoenix Premium Outlets	AZ	Chandler (Phoenix)		100.0%		356,252	(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, IL/		100.0%		402,533	01/11/16	(16)		5.51%	Fixed		59,220		59,220
	Outlets		Milwaukee)					12/01/16			6.01%	Fixed		35,975		35,975
49.	Puerto Rico Premium Outlets	PR	Barceloneta		100.0%		341,909	09/30/17	(8)		1.53%	Variable		125,000		125,000
50.	Queenstown Premium Outlets	MD	Queenstown (Baltimore)		100.0%		289,271	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%		488,689	(2)
53.	San Marcos Premium	TX	San Marcos (Austin/		100.0%		731,870	01/11/16	(16)		5.51%	Fixed		140,934		140,934
	Outlets		San Antonio)
54.	Seattle Premium Outlets	WA	Tulalip (Seattle)		100.0%		554,308	(2)

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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

55.	Silver Sands Premium Outlets	FL	Destin		50.0%			451,048	06/01/22			3.93%	Fixed		100,000		50,000
56.	St. Augustine Premium Outlets	FL	St. Augustine (Jacksonsville)		100.0%			328,654	(2)
57.	St. Louis Premium Outlets	MO	St. Louis (Chesterfield)		60.0%			351,185	(2)
58.	Tanger Outlets - Galveston/Houston (3)	TX	Texas City		50.0%			352,705	07/01/18			1.68%	Variable		65,000		32,500
59.	The Crossings Premium Outlets	PA	Tannersville		100.0%			411,324	12/01/22			3.41%	Fixed		115,000		115,000
60.	Vacaville Premium Outlets	CA	Vacaville		100.0%			437,396	(2)
61.	Waikele Premium Outlets	HI	Waipahu (Honolulu)		100.0%			209,732	(2)
62.	Waterloo Premium Outlets	NY	Waterloo		100.0%			417,741	(2)
63.	Williamsburg Premium Outlets	VA	Williamsburg		100.0%			522,002	04/11/16	(14)		5.95%	Fixed		101,619		101,619
64.	Woodburn Premium Outlets	OR	Woodburn (Portland)		100.0%			389,780	(2)
65.	Woodbury Common Premium Outlets	NY	Central Valley (New York)		100.0%			845,959	(2)
66.	Wrentham Village Premium Outlets	MA	Wrentham (Boston)		100.0%			660,092	(2)

	Total U.S. Premium Outlet Square Footage							27,730,880


	Total Mall and U.S. Premium Outlet Square Footage							190,421,286

	The Mills
1.	Arizona Mills	AZ	Tempe (Phoenix)		50.0%			1,239,683	07/01/20			5.76%	Fixed		167,960		83,980
2.	Arundel Mills	MD	Hanover (Baltimore)		59.3%			1,561,162	08/01/14			6.14%	Fixed		371,046		219,845
3.	Colorado Mills	CO	Lakewood (Denver)		37.5%	(4)		1,099,714	06/01/15			3.93%	Variable		127,341		47,753
4.	Concord Mills	NC	Concord (Charlotte)		59.3%			1,338,712	11/01/22			3.84%	Fixed		235,000		139,261
5.	Grapevine Mills	TX	Grapevine (Dallas)		59.3%			1,775,643	09/22/14	(8)		2.33%	Variable		270,000		160,002
6.	Great Mall	CA	Milpitas (San Jose)		100.0%			1,358,808	08/28/15	(8)		6.01%	Fixed		269,968		269,968
7.	Gurnee Mills	IL	Gurnee (Chicago)		100.0%			1,908,679	07/01/17			5.77%	Fixed		321,000		321,000
8.	Katy Mills	TX	Katy (Houston)		62.5%	(4)		1,638,441	12/06/22			3.49%	Fixed		140,000		35,000
9.	Ontario Mills	CA	Ontario (Riverside)		50.0%			1,472,740	03/05/22			4.25%	Fixed		341,054		170,527
10.	Opry Mills	TN	Nashville		100.0%			1,152,909	10/10/16	(8)		6.16%	Fixed		280,000		280,000
									10/10/16	(8)		5.00%	Fixed		102,293		102,293
11.	Outlets at Orange, The	CA	Orange (Los Angeles)		50.0%			804,049	10/01/14			6.25%	Fixed		214,055		107,028
12.	Potomac Mills	VA	Woodbridge (Washington, D.C.)		100.0%			1,497,836	07/11/17			5.83%	Fixed		410,000		410,000
13.	Sawgrass Mills	FL	Sunrise (Miami)		100.0%			2,305,568	07/01/14			5.82%	Fixed		820,000		820,000

	Total The Mills Square Footage							19,153,944

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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
	Community/Lifestyle Centers
1.	ABQ Uptown	NM	Albuquerque		100.0%			230,059	(2)
2.	Arboretum	TX	Austin		100.0%			194,972	(2)
3.	Arundel Mills Marketplace	MD	Hanover (Baltimore)		59.3%			101,535	01/01/14			5.92%	Fixed		10,576		6,266
4.	Bloomingdale Court	IL	Bloomingdale (Chicago)		100.0%			686,126	11/01/15			8.15%	Fixed		25,268		25,268
5.	Charles Towne Square	SC	Charleston		100.0%			71,794	(2)
6.	Chesapeake Center	VA	Chesapeake (Virginia Beach)		100.0%			305,935	(2)
7.	Clay Terrace	IN	Carmel (Indianapolis)		50.0%			576,795	10/01/15			5.08%	Fixed		115,000		57,500
8.	Concord Mills Marketplace	NC	Concord (Charlotte)		100.0%			230,683	02/01/14			5.76%	Fixed		12,275		12,275
9.	Countryside Plaza	IL	Countryside (Chicago)		100.0%			403,756	(2)
10.	Crystal Court	IL	Crystal Lake (Chicago)		37.9%	(19)		285,398	(2)
11.	Dare Centre	NC	Kill Devil Hills		100.0%			168,673	(2)
12.	DeKalb Plaza	PA	King of Prussia (Philadelphia)		84.1%			101,948	01/01/15			5.28%	Fixed		2,416		2,030
13.	Denver West Village	CO	Lakewood (Denver)		37.5%			310,715	07/01/21			5.04%	Fixed		28,000		10,500
14.	Empire East	SD	Sioux Falls		100.0%			287,503	(2)
15.	Fairfax Court	VA	Fairfax (Washington, D.C.)		41.3%	(19)		249,488	(2)
16.	Forest Plaza	IL	Rockford		100.0%			428,044	10/10/19	(20)		7.50%	Fixed		17,821		17,821
17.	Gaitway Plaza	FL	Ocala		32.2%	(19)		208,755	07/01/15	(21)		4.60%	Fixed		13,900
18.	Gateway Centers	TX	Austin		100.0%			512,440	(2)
19.	Great Lakes Plaza	OH	Mentor (Cleveland)		100.0%			164,369	(2)
20.	Greenwood Plus	IN	Greenwood (Indianapolis)		100.0%			155,319	(2)
21.	Hamilton Town Center	IN	Noblesville (Indianapolis)		50.0%			666,378	04/01/22			4.81%	Fixed		84,000		42,000
22.	Henderson Square	PA	King of Prussia (Philadelphia)		75.9%	(5)		107,371	04/01/16			4.43%	Fixed		13,385		10,162
23.	Highland Lakes Center	FL	Orlando		100.0%			488,850	(2)
24.	Indian River Commons	FL	Vero Beach		50.0%			255,942	11/01/14			5.21%	Fixed		9,110		4,555
25.	Keystone Shoppes	IN	Indianapolis		100.0%			29,040	(2)
26.	Lake Plaza	IL	Waukegan (Chicago)		100.0%			215,568	(2)
27.	Lake View Plaza	IL	Orland Park (Chicago)		100.0%			367,605	12/31/14			8.00%	Fixed		15,520		15,520
28.	Lakeline Plaza	TX	Cedar Park (Austin)		100.0%			387,304	10/10/19	(20)		7.50%	Fixed		16,695		16,695
29.	Lima Center	OH	Lima		100.0%			233,878	(2)
30.	Lincoln Crossing	IL	O'Fallon (St. Louis)		100.0%			243,326	(2)
31.	Lincoln Plaza	PA	King of Prussia (Philadelphia)		64.9%	(5)		267,970	(2)
32.	MacGregor Village	NC	Cary		100.0%			144,370	(2)
33.	Mall of Georgia Crossing	GA	Buford (Atlanta)		100.0%			440,670	10/06/22			4.28%	Fixed		24,631		24,631
34.	Markland Plaza	IN	Kokomo		100.0%			90,527	(2)
35.	Martinsville Plaza	VA	Martinsville		100.0%			102,105	(2)

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

									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

36.	Matteson Plaza	IL	Matteson (Chicago)		100.0%			270,892	(2)
37.	Muncie Towne Plaza	IN	Muncie		100.0%			172,617	10/10/19	(20)		7.50%	Fixed		6,941		6,941
38.	Naples Outlet Center	FL	Naples		100.0%			146,032	01/11/16	(16)		5.51%	Fixed		15,792		15,792
39.	New Castle Plaza	IN	New Castle		100.0%			91,648	(2)
40.	North Ridge Plaza	IL	Joliet (Chicago)		100.0%			305,735	(2)
41.	North Ridge Shopping Center	NC	Raleigh		100.0%			169,827	12/01/22			3.41%	Fixed		12,500		12,500
42.	Northwood Plaza	IN	Fort Wayne		100.0%			208,076	(2)
43.	Palms Crossing	TX	McAllen		100.0%			392,314	08/01/21	(22)		5.49%	Fixed		37,356		37,356
44.	Pier Park	FL	Panama City Beach		65.6%			842,072	(2)
45.	Plaza at Buckland Hills, The	CT	Manchester		41.3%	(19)		329,885	07/01/15			4.60%	Fixed		24,800		0
46.	Richardson Square	TX	Richardson (Dallas)		100.0%			517,265	(2)
47.	Rockaway Commons	NJ	Rockaway (New York)		100.0%			149,940	(2)
48.	Rockaway Town Plaza	NJ	Rockaway (New York)		100.0%			459,301	(2)
49.	Royal Eagle Plaza	FL	Coral Springs (Miami)		42.0%	(19)		202,996	(2)
50.	Shops at Arbor Walk, The	TX	Austin		100.0%			458,467	08/01/21	(22)		5.49%	Fixed		42,220		42,220
51.	Shops at North East Mall, The	TX	Hurst (Dallas)		100.0%			365,038	(2)
52.	St. Charles Towne Plaza	MD	Waldorf (Washington, D.C.)		100.0%			393,816	(2)
53.	Tippecanoe Plaza	IN	Lafayette		100.0%			90,522	(2)
54.	University Center	IN	Mishawaka		100.0%			150,524	(2)
55.	University Town Plaza	FL	Pensacola		100.0%			572,643	(2)
56.	Village Park Plaza	IN	Carmel (Indianapolis)		35.7%	(19)		575,576	07/01/15			4.60%	Fixed		29,850		3,582
57.	Washington Plaza	IN	Indianapolis		100.0%			50,107	(2)
58.	Waterford Lakes Town Center	FL	Orlando		100.0%			949,933	(2)
59.	West Ridge Plaza	KS	Topeka		100.0%			254,480	(2)
60.	West Town Corners	FL	Altamonte Springs (Orlando)		32.2%	(19)		385,352	07/01/15	(21)		4.60%	Fixed		18,800		0
61.	Westland Park Plaza	FL	Orange Park (Jacksonville)		32.2%	(19)		163,254	(2)
62.	White Oaks Plaza	IL	Springfield		100.0%			387,911	10/10/19	(20)		7.50%	Fixed		13,882		13,882
63.	Whitehall Mall	PA	Whitehall		38.0%	(5)		605,833	11/01/18			7.00%	Fixed		10,718		4,068
64.	Wolf Ranch	TX	Georgetown (Austin)		100.0%			627,804	(2)

	Total Community/Lifestyle Center Square Footage							20,005,071


	TMLP Properties
	Franklin Mills, The Esplanade, The Galleria at White Plains, Marley Station, Northpark Mall, and Sugarloaf Mills									(23)					847,361		334,762

	Total TMLP Properties Square Footage							6,679,775

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

								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
	Other Properties
	Factory Stores of America-Lebanon, Florida Keys Outlet Center, Huntley Outlet Center, Outlet Marketplace, and The Shoppes at Branson Meadows							01/11/16	(16)		5.51%	Fixed		39,883		39,883

	Total Other Properties Square Footage						1,060,505


	TOTAL U.S. SQUARE FOOTAGE (24)						237,320,581


	International Properties
	CANADA
1.	Toronto Premium Outlets	Ontario			50.0%		358,200	07/09/15	(29)		2.37%	Variable		83,010		41,505

	Subtotal Canada Square Footage						358,200
	JAPAN
2.	Ami Premium Outlets	Ami (Tokyo)			40.0%		315,000	09/25/23	(25)		1.82%	Fixed		105,863		42,342
3.	Gotemba Premium Outlets	Gotemba City (Tokyo)			40.0%		481,500	02/28/18	(25)		0.60%	Fixed		26,397		10,559
4.	Kobe-Sanda Premium	Kobe (Osaka)			40.0%		441,000	01/31/14	(25)		1.70%	Fixed		1,023		409
	Outlets							01/31/18	(25)		0.72%	Variable		45,007		18,003
5.	Rinku Premium Outlets	Izumisano (Osaka)			40.0%		419,000	11/25/14	(25)		1.85%	Fixed		7,197		2,879
								07/31/17	(25)		0.50%	Variable		18,400		7,360
6.	Sano Premium Outlets	Sano (Tokyo)			40.0%		390,800	05/31/18	(25)		0.52%	Variable		14,577		5,831
7.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)			40.0%		164,200	10/31/18	(25)		0.47%	Variable		21,364		8,546
8.	Shisui Premium Outlets	Shisui (Chiba)			40.0%		234,900	05/31/18	(25)		0.47%	Variable		57,243		22,897
9.	Toki Premium Outlets	Toki (Nagoya)			40.0%		289,500	04/30/15	(25)		1.02%	Variable		9,541		3,816
10.	Tosu Premium Outlets	Fukuoka (Kyushu)			40.0%		290,600	01/31/16	(25)		0.50%	Variable		24,328		9,731

	Subtotal Japan Square Footage						3,026,500

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

								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
	KOREA
11.	Busan Premium Outlets	Busan			50.0%		360,200	02/10/17	(26)		5.52%	Fixed		54,471		27,235
								02/13/17	(26)		4.98%	Variable		47,778		23,889
12.	Paju Premium Outlets	Paju (Seoul)			50.0%		435,100	11/28/19	(26)		4.08%	Fixed		100,762		50,381
13.	Yeoju Premium Outlets	Yeoju (Seoul)			50.0%		286,100	08/30/20	(26)		4.71%	Fixed		186		93

	Subtotal South Korea Square Footage						1,081,400
	MALAYSIA
14.	Johor Premium Outlets	Johor (Singapore)			50.0%		190,400	04/14/18	(27)		4.85%	Variable		25,546		12,773

	Subtotal Malaysia Square Footage						190,400
	MEXICO
15.	Premium Outlets Punta Norte	Mexico City			50.0%		278,000	(2)

	Subtotal Mexico Square Footage						278,000


	TOTAL INTERNATIONAL SQUARE FOOTAGE (28)						4,934,500


	TOTAL SQUARE FOOTAGE						242,255,081

	Other Secured Indebtedness								(30)					135,044		60,106


	TOTAL SECURED INDEBTEDNESS												$	20,050,248	$	13,527,641	(31)


	Our Share of Consolidated Mortgage Debt														$	7,920,120

	Our Share of Joint Venture Mortgage Debt														$	5,607,521

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

	Debt Information

Unsecured Indebtedness:	Maturity Date			Interest Rate (1)		Type	Indebtedness ($ in 000's) Total
Simon Property Group, LP (Sr. Notes)		01/30/14			4.90%	Fixed			200,000
Simon Property Group, LP (Sr. Notes)		05/15/14			6.75%	Fixed			516,052
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
Revolving Credit Facility - Euro Currency		10/30/16	(8)(32)		1.06%	Variable			1,214,577
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)		1.12%	Variable			227,593
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)		1.30%	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)		04/01/19			10.35%	Fixed			650,000
Simon Property Group, LP (Sr. Notes)		02/01/20			5.65%	Fixed			1,250,000
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)		02/01/40			6.75%	Fixed			600,000
Simon Property Group, LP (Sr. Notes)		03/15/42			4.75%	Fixed			550,000

Total Unsecured Indebtedness								$	14,616,652	(18)

3Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of September 30, 2013

FOOTNOTES:
(1): Variable rate debt interest rates are based on the following base rates as of September 30, 2013: 1M LIBOR at .18%; 1M EUR LIBOR at .09%; 1M YEN LIBOR at .12%; 6M YEN LIBOR at .22%; 1M CDOR at 1.22%; KLIBOR at 3.10% and 91 Day Korean CD rate at 2.66%.
(2): Unencumbered asset
(3): This property is managed by a third party.
(4): The Operating Partnership's direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners or the Operating Partnership.
(5): The Operating Partnership's indirect ownership interest is through an ownership interest of approximately 76% in Kravco Simon Investments.
(6): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(7): The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.
(8): Includes applicable extensions available at our option.
(9): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(10): The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(11): Through an interest rate swap agreement, interest is essentially fixed at the all-in-rate presented.
(12): Comprised of a $27.0 million note at 5.89% and a $20.0 million note that is non-interest bearing.
(13): Comprised of a $15.0 million note at 5.94% and a $12.8 million note that is non-interest bearing.
(14): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(15): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(16): These ten properties (which includes Florida Keys Outlet Center and Huntley Outlet Center) are secured by cross-collateralized and cross-defaulted mortgages.
(17): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(18): Also represents our share of Total Unsecured Indebtedness.
(19): Outside partner receives substantially all of the economic benefit and/or capital allocation due to a partner preference.
(20): These four properties are secured by cross-collateralized and cross-defaulted mortgages.
(21): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(22): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(23): Consists of 7 properties with interest rates ranging from 4.5% to 7.32% and maturities between 2013 and 2023.
(24): Includes office space of 2,176,696 square feet including the following centers with more than 20,000 square feet of office space:


Circle Centre - 129,944 sq. ft.		Greendale Mall - 119,860 sq. ft.
Clay Terrace - 75,118 sq. ft.		Menlo Park Mall - 49,481 sq. ft.
Copley Place - 868,051 sq. ft.		Oak Court Mall - 126,775 sq. ft.
Del Amo Fashion Center - 57,927 sq. ft.		Oxford Valley Mall - 112,211 sq. ft.
Domain, The - 153,257 sq. ft.		Plaza Carolina - 27,343 sq. ft.
Fashion Centre at Pentagon City - 169,089 sq. ft.		River Oaks - 41,494 sq. ft.
Firewheel Town Center - 73,906 sq. ft.		Southdale Center - 20,393 sq. ft.

(25): Amounts shown in USD equivalent; Yen equivalent is 32.4 billion.
(26): Amounts shown in USD equivalent; Won equivalent is 218.6 billion.
(27): Amounts shown in USD equivalent; Ringgit equivalent is 82.5 million.
(28): Does not include Klépierre.
(29): Amounts shown in USD equivalent; CAD equivalent is 85.6 million.
(30): Consists of 6 loans with interest rates ranging from 1.83% to 6.53% and maturities between 2013 and 2021.
(31): Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including The Mills Limited Partnership. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $179.2 million of payment guarantees provided by the Operating Partnership (of which $81.1 million is recoverable from venture partner under the partnership agreement).
(32): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Euro 900.0 million.
(33): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Yen 22.3 billion.

3Q 2013 SUPPLEMENTAL

SIMON PROPERTY GROUP INC /DE/ - FORM 8-K - EX-99.1 - October 25, 2013

Attached files

SIMON PROPERTY GROUP INC /DE/ Reports