Simon Property 8K Results of Operations and Financial Condition | SPG 31 Jan 14

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Table of Contents

Exhibit 99.1


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


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Table of Contents

Earnings Release and Supplemental Information For the Quarter Ended December 31, 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 Operating Information		23
The Mills, Community/Lifestyle Centers and International Operating 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		29-31
U.S. Anchor/Big Box Openings		32-34
Balance Sheet Information
Common and Preferred Stock Information		35
Changes in Common Share and Limited Partnership Unit Ownership
Preferred Stock/Units Outstanding
Credit Profile		36
Summary of Indebtedness		37
Total Debt Amortization and Maturities by Year (Our Share)		38
Property and Debt Information		39-52

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

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CONTACTS:


Liz Zale		212.745.9623 Investors
Les Morris		317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS FOURTH QUARTER RESULTS AND
RAISES QUARTERLY DIVIDEND

INDIANAPOLIS, January 31, 2014 - Simon Property Group, Inc. (NYSE:SPG) today reported results for the quarter and twelve months ended December 31, 2013.

Results for the Quarter

•: Funds from Operations ("FFO") was $894.8 million, or $2.47 per diluted share, as compared to $827.4 million, or $2.29 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 7.9%.
•: Net income attributable to common stockholders was $381.6 million, or $1.23 per diluted share, as compared to $315.4 million, or $1.01 per diluted share, in the prior year period.

Results for the Year

•: Funds from Operations ("FFO") was $3.206 billion, or $8.85 per diluted share, as compared to $2.885 billion, or $7.98 per diluted share, in the prior year period. The FFO increase on a per diluted share basis was 10.9%.
•: Net income attributable to common stockholders was $1.316 billion, or $4.24 per diluted share, as compared to $1.431 billion, or $4.72 per diluted share, in the prior year period. Results for 2012 include primarily non-cash net gains from acquisitions and dispositions of $1.41 per diluted share.

"This was an excellent quarter and year for Simon Property Group, capped off by our twentieth anniversary as a public company in December. Over that 20-year period, we delivered a total return to shareholders of 1,915%," said David Simon, Chairman and CEO. "We produced strong financial and operating results in the fourth quarter, led by 5.5% growth in comparable property net operating income for our U.S. Malls and Premium Outlets. We also completed our acquisition of ownership interests in the European designer outlet business of McArthurGlen and opened significant redevelopments and expansions at several of our properties."

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U.S. Malls and Premium Outlets Operating Statistics

	As of December 31,

	As of December 31,		% Increase
	2013	2012	% Increase
Occupancy ⁽¹⁾	96.1%	95.3%	+80 basis points
Total Sales per sq. ft. ⁽²⁾	$582	$568	2.5%
Base Minimum Rent per sq. ft. ⁽¹⁾	$42.34	$40.73	4.0%
Releasing Spread per sq. ft. ⁽¹⁾⁽³⁾	$8.94	$5.21	+$3.73
Releasing Spread (percentage change) ⁽¹⁾⁽³⁾	16.8%	10.8%	+600 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 $1.25 per share. This is an increase of $0.05 from the previous quarter, and a year over year increase of 8.7%. The dividend will be payable on February 28, 2014 to stockholders of record on February 14, 2014.

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 March 31, 2014 to stockholders of record on March 17, 2014.

Development Activity

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, which was 98% leased at opening, 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.

During the fourth quarter, the Company completed expansions at the following properties:

•: Orlando Premium Outlets - Vineland Ave (Orlando, Florida) - 105,000 square feet, 100% leased at opening
•: Johor Premium Outlets (Johor, Malaysia) - 90,000 square feet, 100% leased at opening
•: Walt Whitman Shops (Huntington Station, New York) - 74,000 square feet, 100% leased at opening

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We started construction on the transformational redevelopment and expansion of Roosevelt Field in Garden City, New York, during the fourth quarter, which will include the addition of Neiman Marcus. Redevelopment and expansion projects, including the addition of new anchors, are underway at 25 properties in the U.S., Asia and Mexico. The Company's share of the cost of these projects is approximately $1.1 billion.

The Company's outlet business continues its robust expansion with four new Premium Outlets 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 242,000 square foot center scheduled to open in April of 2015. The Company owns a 45% interest in this project.

Acquisitions and Dispositions

As previously announced, the Company completed the closing of its acquisition of ownership interests in four existing McArthurGlen Designer Outlets: Parndorf (Vienna, Austria), La Reggia (Naples, Italy), Noventa di Piave (Venice, Italy) and Roermond (Roermond, the Netherlands) during the fourth quarter. The Company also owns an interest in the existing Ashford Designer Outlet in Kent, UK, Vancouver Designer Outlet (currently under construction), and a 50% ownership in McArthurGlen's management and development company. McArthurGlen is a leader in upscale, European designer outlet centers.

During the fourth quarter, the Company completed the sale of four assets - two community/lifestyle centers and two outlets.

In January, 2014, we acquired our joint venture partners' remaining interest in Kravco Simon Investments, a portfolio of 10 assets. This transaction included the remaining interest in King of Prussia Mall, bringing our ownership to 100%.

Financing Activity

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 was 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 was also active in the secured debt markets in 2013. During the fourth quarter, we closed or locked rates on 10 new loans totaling approximately $2.2 billion, of which SPG's share is $1.0 billion. The weighted average interest rate on these new loans is 4.00% and the weighted average term is 7.4 years. For the year, we closed or locked rates on 30 new loans totaling approximately $5.1 billion, of which SPG's share is $3.0 billion. The weighted average interest rate on these new loans is 3.31% and the weighted average term is 7.5 years.

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In January, 2014, Simon Property Group, L.P., completed a $1.2 billion senior unsecured notes offering with a weighted average duration of 7.5 years and an average coupon rate of 2.975%. The offering was comprised of $600 million of 2.20% five-year senior notes and $600 million of 3.75% ten-year senior notes. Net proceeds from the public offering were used to repay debt and for general corporate purposes.

Spin Off

In December, 2013, Simon Property Group announced a plan to spin off all of its strip center business and 44 smaller enclosed malls into an independent, publicly traded REIT. In conjunction with this transaction, we filed a Form 10 on December 24, 2013. We continue to expect the transaction will be effective in the second quarter of 2014.

2014 Guidance

The Company estimates that FFO will be within a range of $9.50 to $9.60 per diluted share for the year ending December 31, 2014, and net income will be within a range of $4.55 to $4.65 per diluted share.

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

For the year ending December 31, 2014

	Low End		High End

Estimated net income available to common stockholders per diluted share	$	4.55	$	4.65
Depreciation and amortization including the Company's share of unconsolidated entities		4.95		4.95


Estimated FFO per diluted share	$	9.50	$	9.60

This guidance does not take into consideration any impact from the previously mentioned spin-off transaction.

Conference Call

Simon Property Group will hold a conference call to discuss our financial results today at 10:00 a.m. Eastern Time, Friday, January 31, 2014. Live streaming audio of the conference call will be accessible atinvestors.simon.com. An online replay will be available until February 14, 2014 atinvestors.simon.com.

Supplemental Materials and Website

The Company has provided supplemental information on its fourth quarter performance atinvestors.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

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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, Asia and Europe comprising approximately 243 million square feet. We are headquartered in Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more information, visitwww.simon.com.

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

	For the Three Months Ended December 31,						For the Twelve Months Ended December 31,

	2013			2012			2013			2012
REVENUE:
Minimum rent	$	850,082		$	808,533		$	3,201,958		$	3,015,866
Overage rent		89,015			85,449			223,473			195,726
Tenant reimbursements		383,072			361,006			1,442,907			1,340,307
Management fees and other revenues		31,816			35,438			126,972			128,366
Other income		62,275			54,005			174,828			199,819


Total revenue		1,416,260			1,344,431			5,170,138			4,880,084


EXPENSES:
Property operating		121,039			116,619			475,133			469,755
Depreciation and amortization		329,183			350,353			1,290,528			1,257,569
Real estate taxes		112,640			108,094			444,899			419,267
Repairs and maintenance		36,224			37,306			120,803			116,168
Advertising and promotion		44,866			41,028			126,210			118,790
Provision for credit losses		3,531			7,538			7,737			12,809
Home and regional office costs		34,911			28,907			140,931			123,926
General and administrative		15,327			14,358			59,803			57,144
Marketable and non-marketable securities charges and realized gains, net		–			(6,426	)		–			(6,426	)
Other		25,993			32,056			88,405			90,482


Total operating expenses		723,714			729,833			2,754,449			2,659,484


OPERATING INCOME		692,546			614,598			2,415,689			2,220,600
Interest expense		(287,657	)		(291,492	)		(1,137,139	)		(1,127,025	)
Income and other taxes		(9,790	)		(6,008	)		(39,734	)		(15,880	)
Income from unconsolidated entities		46,596			35,294			205,259			131,907
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		7,609			18,104			107,515			510,030	(A)


CONSOLIDATED NET INCOME		449,304			370,496			1,551,590			1,719,632
Net income attributable to noncontrolling interests		66,915			54,279			231,949			285,136
Preferred dividends		834			834			3,337			3,337


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	381,555		$	315,383		$	1,316,304		$	1,431,159




BASIC EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.23		$	1.01		$	4.24		$	4.72




DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	1.23		$	1.01		$	4.24		$	4.72

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

	December 31, 2013			December 31, 2012

ASSETS:
Investment properties at cost	$	35,126,344		$	34,252,521
Less - accumulated depreciation		10,067,743			9,068,388


		25,058,601			25,184,133
Cash and cash equivalents		1,716,863			1,184,518
Tenant receivables and accrued revenue, net		581,482			521,301
Investment in unconsolidated entities, at equity		2,433,399			2,108,966
Investment in Klépierre, at equity		2,014,415			2,016,954
Deferred costs and other assets		1,519,814			1,570,734


Total assets	$	33,324,574		$	32,586,606




LIABILITIES:
Mortgages and unsecured indebtedness	$	23,588,531		$	23,113,007
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,374,113			1,374,172
Cash distributions and losses in partnerships and joint ventures, at equity		1,091,591			724,744
Other liabilities		257,222			303,588


Total liabilities		26,311,457			25,515,511


Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		190,485			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		44,390			44,719
Common stock, $0.0001 par value, 511,990,000 shares authorized, 314,251,245 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		9,217,363			9,175,724
Accumulated deficit		(3,218,686	)		(3,083,190	)
Accumulated other comprehensive loss		(75,795	)		(90,900	)
Common stock held in treasury at cost, 3,650,680 and 3,762,595 shares, respectively		(117,897	)		(135,781	)


Total stockholders' equity		5,849,406			5,910,603
Noncontrolling interests		973,226			982,486


Total equity		6,822,632			6,893,089


Total liabilities and equity	$	33,324,574		$	32,586,606

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

	For the Three Months Ended December 31,						For the Year Ended December 31,

	2013			2012			2013			2012
Revenue:
Minimum rent	$	465,138		$	395,853		$	1,666,886		$	1,487,554
Overage rent		52,207			47,987			180,772			176,609
Tenant reimbursements		196,313			182,866			765,357			691,564
Other income		77,599			50,012			200,104			171,698


Total revenue		791,257			676,718			2,813,119			2,527,425
Operating Expenses:
Property operating		133,991			125,375			498,485			477,338
Depreciation and amortization		138,474			132,803			528,317			508,083
Real estate taxes		52,515			46,121			212,667			178,739
Repairs and maintenance		20,960			19,894			69,116			65,163
Advertising and promotion		18,175			15,575			62,339			55,175
(Recovery of) provision for credit losses		(485	)		2,071			1,287			1,824
Other		45,986			42,376			156,115			170,510


Total operating expenses		409,616			384,215			1,528,326			1,456,832


Operating Income		381,641			292,503			1,284,793			1,070,593
Interest expense		(241,331	)		(147,818	)		(694,904	)		(599,400	)


Income from Continuing Operations		140,310			144,685			589,889			471,193
Gain (loss) from operations of discontinued joint venture interests		385			457			46			(20,311	)
Gain (loss) on disposal of discontinued operations, net		26,228			(450	)		51,164			(5,354	)


Net Income	$	166,923		$	144,692		$	641,099		$	445,528




Third-party investors' share of net income	$	89,782		$	76,823		$	353,708		$	239,931




Our share of net income		77,141			67,869			287,391			205,597
Amortization of Excess Investment (B)		(27,460	)		(28,341	)		(102,875	)		(83,400	)
Our share of loss on sale or disposal of assets and interests in unconsolidated entities, net		–			–			–			9,245


Income from Unconsolidated Entities (C)	$	49,681		$	39,528		$	184,516		$	131,442

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.

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

BALANCE SHEETS	December 31, 2013			December 31, 2012

Assets:
Investment properties, at cost	$	15,824,689		$	14,607,291
Less - accumulated depreciation		5,294,578			4,926,511


		10,530,111			9,680,780
Cash and cash equivalents		792,751			619,546
Tenant receivables and accrued revenue, net		310,320			252,774
Investment in unconsolidated entities, at equity		38,352			39,589
Deferred costs and other assets		586,622			438,399


Total assets	$	12,258,156		$	11,031,088




Liabilities and Partners' Deficit:
Mortgages	$	13,024,257		$	11,584,863
Accounts payable, accrued expenses, intangibles, and deferred revenues		849,107			672,483
Other liabilities		514,822			447,132


Total liabilities		14,388,186			12,704,478
Preferred units		67,450			67,450
Partners' deficit		(2,197,480	)		(1,740,840	)


Total liabilities and partners' deficit	$	12,258,156		$	11,031,088




Our Share of:
Partners' deficit	$	(717,776	)	$	(799,911	)
Add: Excess Investment (B)		2,059,584			2,184,133


Our net Investment in Joint Ventures	$	1,341,808		$	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.

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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 December 31,						For the Twelve Months Ended December 31,

	2013			2012			2013			2012
Consolidated Net Income (E)	$	449,304		$	370,496		$	1,551,590		$	1,719,632
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		324,478			346,594			1,273,646			1,242,741
Our share of depreciation and amortization from unconsolidated entities, including Klépierre		134,768			134,692			511,200			456,011
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(7,609	)		(18,104	)		(107,515	)		(510,030	)
Net income attributable to noncontrolling interest holders in properties		(2,474	)		(2,092	)		(8,990	)		(8,520	)
Noncontrolling interests portion of depreciation and amortization		(2,391	)		(2,831	)		(8,986	)		(9,667	)
Preferred distributions and dividends		(1,313	)		(1,313	)		(5,252	)		(5,252	)


FFO of the Operating Partnership	$	894,763		$	827,442		$	3,205,693		$	2,884,915




Diluted Net Income Per Share to Diluted FFO Per Share Reconciliation:
Diluted net income per share	$	1.23		$	1.01		$	4.24		$	4.72
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		1.26			1.33			4.91			4.67
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(0.02	)		(0.05	)		(0.30	)		(1.41	)


Diluted FFO per share	$	2.47		$	2.29		$	8.85		$	7.98





Details for per share calculations:
FFO of the Operating Partnership	$	894,763		$	827,442		$	3,205,693		$	2,884,915
Diluted FFO allocable to unitholders		(128,419	)		(119,633	)		(460,923	)		(464,567	)


Diluted FFO allocable to common stockholders	$	766,344		$	707,809		$	2,744,770		$	2,420,348




Basic weighted average shares outstanding		310,434			309,417			310,255			303,137
Adjustments for dilution calculation:
Effect of stock options		–			1			–			1


Diluted weighted average shares outstanding		310,434			309,418			310,255			303,138
Weighted average limited partnership units outstanding		52,021			52,297			52,101			58,186


Diluted weighted average shares and units outstanding		362,455			361,715			362,356			361,324




Basic and Diluted FFO per Share	$	2.47		$	2.29		$	8.85		$	7.98
Percent Change		7.9	%					10.9	%

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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-K.

(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 $2.2 million and $7.9 million for the three months ended December 31, 2013 and 2012, respectively, and $7.6 million and $19.6 million for the twelve months ended December 31, 2013 and 2012, respectively
-: Straight-line adjustments to minimum rent of $18.1 million and $12.6 million for the three months ended December 31, 2013 and 2012, respectively, and $57.8 million and $44.3 million for the twelve months ended December 31, 2013 and 2012, respectively
-: Amortization of fair market value of leases from acquisitions of $5.8 million and $4.8 million for the three months ended December 31, 2013 and 2012, and $27.7 million and $21.0 million for the twelve months ended December 31, 2013 and 2012, respectively
-: Debt premium amortization of $9.6 million and $12.1 million for the three months ended December 31, 2013 and 2012, respectively, and $41.9 million and $41.8 million for the twelve months ended December 31, 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 December 31, 2013, we owned or had an interest in 328 properties comprising 243 million square feet in North America, Asia and Europe. Additionally, we have a 28.9% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 13 European countries.

This package was prepared to provide operational and balance sheet information as of December 31, 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.


First Quarter 2014		April 22, 2014
Second Quarter 2014		July 23, 2014
Third Quarter 2014		October 22, 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%	251%	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 December 31,				Twelve Months Ended December 31,

	2013		2012		2013		2012
Financial Highlights
Total Revenue - Consolidated Properties	$	1,416,260	$	1,344,431	$	5,170,138	$	4,880,084
Consolidated Net Income	$	449,304	$	370,496	$	1,551,590	$	1,719,632
Net Income Attributable to Common Stockholders	$	381,555	$	315,383	$	1,316,304	$	1,431,159
Basic Earnings per Common Share (EPS)	$	1.23	$	1.01	$	4.24	$	4.72
Diluted Earnings per Common Share (EPS)	$	1.23	$	1.01	$	4.24	$	4.72
Funds from Operations (FFO) of the Operating Partnership	$	894,763	$	827,442	$	3,205,693	$	2,884,915
Basic and Diluted FFO per Share (FFOPS)	$	2.47	$	2.29	$	8.85	$	7.98
Dividends/Distributions per Share	$	1.20	$	1.10	$	4.65	$	4.10

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

Limited Partners' Units Outstanding at end of period		51,846		51,952
Common Shares Outstanding at end of period		310,609		309,904


Total Common Shares and Limited Partnership Units Outstanding at end of period		362,455		361,856




Weighted Average Limited Partnership Units Outstanding		52,101		58,186
Weighted Average Common Shares Outstanding:
Basic - for purposes of EPS and FFOPS		310,255		303,137
Diluted - for purposes of EPS and FFOPS		310,255		303,138

Debt Information
Share of Consolidated Debt	$	23,425,910	$	22,953,985
Share of Joint Venture Debt		6,096,446		5,380,359


Share of Total Debt	$	29,522,356	$	28,334,344





Market Capitalization
Common Stock Price at end of period	$	152.16	$	158.09
Common Equity Capitalization, including limited partnership units	$	55,151,110	$	57,205,875
Preferred Equity Capitalization, including limited partnership preferred units		73,753		81,387


Total Equity Market Capitalization	$	55,224,863	$	57,287,262




Total Market Capitalization - Including Share of Total Debt	$	84,747,219	$	85,621,606

Debt to Total Market Capitalization		34.8%		33.1%

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Table of Contents

Pro-Rata Statement of Operations
(In thousands)

	Three Months Ended December 31, 2013

	Consolidated			Noncontrolling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Three Months Ended December 31, 2012 Our Total Share
REVENUE:
Minimum rent	$	850,082		$	(7,629	)	$	842,453		$	219,774			$1,062,227		$	980,389
Overage rent		89,015			(206	)		88,809			22,786			111,595			105,667
Tenant reimbursements		383,072			(4,260	)		378,812			91,591			470,403			440,315
Management fees and other revenues		31,816			–			31,816			–			31,816			35,438
Other income		62,275			(460	)		61,815			33,958			95,773			76,235


Total revenue		1,416,260			(12,555	)		1,403,705			368,109			1,771,814			1,638,044


EXPENSES:
Property operating		121,039			(2,264	)		118,775			58,846			177,621			167,172
Depreciation and amortization		329,183			(2,390	)		326,793			95,729			422,522			440,339
Real estate taxes		112,640			(1,134	)		111,506			24,499			136,005			127,921
Repairs and maintenance		36,224			(613	)		35,611			9,812			45,423			45,838
Advertising and promotion		44,866			(218	)		44,648			8,668			53,316			47,752
Provision for credit losses		3,531			(45	)		3,486			(277	)		3,209			8,399
Home and regional office costs		34,911			–			34,911			–			34,911			28,907
General and administrative		15,327			–			15,327			–			15,327			14,358
Marketable and non-marketable securities charges and realized gains, net		–			–			–			–			–			(6,426	)
Other		25,993			(1,177	)		24,816			20,329			45,145			48,878


Total operating expenses		723,714			(7,841	)		715,873			217,606			933,479			923,138


OPERATING INCOME		692,546			(4,714	)		687,832			150,503			838,335			714,906
Interest expense		(287,657	)		2,240			(285,417	)		(100,822	)		(386,239	)		(354,363	)
Income and other taxes		(9,790	)		–			(9,790	)		–			(9,790	)		(6,008	)
Income from unconsolidated entities		46,596			–			46,596			(49,681	)		(3,085	) (2)		(4,235	)
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		7,609			–			7,609			–			7,609			18,104


CONSOLIDATED NET INCOME		449,304			(2,474	)		446,830			–			446,830			368,404
Net income attributable to noncontrolling interests		66,915			(2,474	)		64,441			–			64,441	(3)		52,187
Preferred dividends		834			–			834			–			834			834


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	381,555		$	–		$	381,555		$	–			$381,555		$	315,383





RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income							$	449,304		$	–			$449,304		$	370,496
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								324,478			–			324,478			346,594
Our share of depreciation and amortization from unconsolidated entities, including Klépierre											134,768			134,768			134,692
Income from unconsolidated entities								(46,596	)		46,596			–			–
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								(7,609	)		–			(7,609	)		(18,104	)
Net income attributable to noncontrolling interest holders in properties								(2,474	)		–			(2,474	)		(2,092	)
Noncontrolling interests portion of depreciation and amortization								(2,391	)		–			(2,391	)		(2,831	)
Preferred distributions and dividends								(1,313	)		–			(1,313	)		(1,313	)


FFO of the Operating Partnership							$	713,399		$	181,364			$894,763		$	827,442




Percentage of FFO of the Operating Partnership								79.73%			20.27%			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.

4Q 2013 SUPPLEMENTAL

Table of Contents

Pro-Rata Statement of Operations
(In thousands)

	Twelve Months Ended December 31, 2013

	Consolidated			Noncontrolling Interests (1)			Our Consolidated Share			Our Share of Joint Ventures			Our Total Share			Twelve Months Ended December 31, 2012 Our Total Share
REVENUE:
Minimum rent	$	3,201,958		$	(28,712	)	$	3,173,246		$	775,372			$3,948,618		$	3,674,841
Overage rent		223,473			(416	)		223,057			76,942			299,999			269,910
Tenant reimbursements		1,442,907			(16,627	)		1,426,280			355,449			1,781,729			1,643,084
Management fees and other revenues		126,972			–			126,972			–			126,972			128,366
Other income		174,828			(1,296	)		173,532			90,885			264,417			277,233


Total revenue		5,170,138			(47,051	)		5,123,087			1,298,648			6,421,735			5,993,434


EXPENSES:
Property operating		475,133			(8,573	)		466,560			215,615			682,175			664,676
Depreciation and amortization		1,290,528			(8,982	)		1,281,546			360,591			1,642,137			1,590,737
Real estate taxes		444,899			(4,493	)		440,406			98,175			538,581			498,453
Repairs and maintenance		120,803			(1,767	)		119,036			32,003			151,039			144,861
Advertising and promotion		126,210			(813	)		125,397			28,941			154,338			142,757
Provision for credit losses		7,737			(162	)		7,575			792			8,367			13,298
Home and regional office costs		140,931			–			140,931			–			140,931			123,926
General and administrative		59,803			–			59,803			–			59,803			57,144
Marketable and non-marketable securities charges and realized gains, net		–			–			–			–			–			(6,426	)
Other		88,405			(4,659	)		83,746			66,994			150,740			154,226


Total operating expenses		2,754,449			(29,449	)		2,725,000			803,111			3,528,111			3,383,652


OPERATING INCOME		2,415,689			(17,602	)		2,398,087			495,537			2,893,624			2,609,782
Interest expense		(1,137,139	)		8,612			(1,128,527	)		(311,021	)		(1,439,548	)		(1,393,284	)
Income and other taxes		(39,734	)		–			(39,734	)		–			(39,734	)		(15,880	)
Income from unconsolidated entities		205,259			–			205,259			(184,516	)		20,743	(2)		464
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		107,515			–			107,515			–			107,515			510,030


CONSOLIDATED NET INCOME		1,551,590			(8,990	)		1,542,600			–			1,542,600			1,711,112
Net income attributable to noncontrolling interests		231,949			(8,990	)		222,959			–			222,959	(3)		276,616
Preferred dividends		3,337			–			3,337			–			3,337			3,337


NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	1,316,304		$	–		$	1,316,304		$	–			$1,316,304		$	1,431,159





RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO:
Consolidated Net Income							$	1,551,590		$	–			$1,551,590		$	1,719,632
Adjustments to Consolidated Net Income to Arrive at FFO:
Depreciation and amortization from consolidated properties								1,273,646						1,273,646			1,242,741
Our share of depreciation and amortization from unconsolidated entities, including Klépierre											511,200			511,200			456,011
Income from unconsolidated entities								(205,259	)		205,259			–			–
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								(107,515	)		–			(107,515	)		(510,030	)
Net income attributable to noncontrolling interest holders in properties								(8,990	)		–			(8,990	)		(8,520	)
Noncontrolling interests portion of depreciation and amortization								(8,986	)		–			(8,986	)		(9,667	)
Preferred distributions and dividends								(5,252	)		–			(5,252	)		(5,252	)


FFO of the Operating Partnership							$	2,489,234		$	716,459			$3,205,693		$	2,884,915




Percentage of FFO of the Operating Partnership								77.65%			22.35%			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.

4Q 2013 SUPPLEMENTAL

Table of Contents

Pro-Rata Balance Sheet
(In thousands)

	As of December 31, 2013

	Consolidated			Noncontrolling 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	$	35,126,344		$	(277,771	)	$	34,848,573		$	9,748,529		$	44,597,102		$	42,905,860
Less - accumulated depreciation		10,067,743			(98,636	)		9,969,107			2,455,114			12,424,221			11,186,195


		25,058,601			(179,135	)		24,879,466			7,293,415			32,172,881			31,719,665
Cash and cash equivalents		1,716,863			(9,162	)		1,707,701			374,655			2,082,356			1,449,261
Tenant receivables and accrued revenue, net		581,482			(3,997	)		577,485			145,891			723,376			629,506
Investment in unconsolidated entities, at equity		2,433,399			–			2,433,399			(2,433,399	)		–			–
Investment in Klépierre, at equity		2,014,415			–			2,014,415			–			2,014,415			2,016,954
Deferred costs and other assets		1,519,814			(14,474	)		1,505,340			316,946			1,822,286			1,759,931


Total assets	$	33,324,574		$	(206,768	)	$	33,117,806		$	5,697,508		$	38,815,314		$	37,575,317





LIABILITIES:
Mortgages and unsecured indebtedness	$	23,588,531		$	(162,621	)	$	23,425,910		$	6,096,446		$	29,522,356		$	28,334,344
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,374,113			(10,192	)		1,363,921			419,392			1,783,313			1,665,368
Cash distributions and losses in partnerships and joint ventures, at equity		1,091,591			–			1,091,591			(1,091,591	)		–			–
Other liabilities		257,222			(1,449	)		255,773			273,261			529,034			528,490


Total liabilities		26,311,457			(174,262	)		26,137,195			5,697,508			31,834,703			30,528,202


Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		190,485			(28,242	)		162,243			–			162,243			153,149

EQUITY:
Stockholders' equity
Capital stock
Series J 8 3/8% cumulative redeemable preferred stock		44,390			–			44,390			–			44,390			44,719
Common stock, $.0001 par value		31			–			31			–			31			31
Class B common stock, $.0001 par value		–			–			–			–			–			–
Capital in excess of par value		9,217,363			–			9,217,363			–			9,217,363			9,175,724
Accumulated deficit		(3,218,686	)		–			(3,218,686	)		–			(3,218,686	)		(3,083,190	)
Accumulated other comprehensive loss		(75,795	)		–			(75,795	)		–			(75,795	)		(90,900	)
Common stock held in treasury at cost		(117,897	)		–			(117,897	)		–			(117,897	)		(135,781	)


Total stockholders' equity		5,849,406			–			5,849,406			–			5,849,406			5,910,603
Noncontrolling interests		973,226			(4,264	)		968,962			–			968,962			983,363


Total equity		6,822,632			(4,264	)		6,818,368			–			6,818,368			6,893,966


Total liabilities and equity	$	33,324,574		$	(206,768	)	$	33,117,806		$	5,697,508		$	38,815,314		$	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 twelve months ended December 31, 2013 and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

4Q 2013 SUPPLEMENTAL

Table of Contents

NOI Composition⁽¹⁾
For the Twelve Months Ended December 31, 2013


NOI by Asset Type		U.S. Portfolio NOI by State

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

4Q 2013 SUPPLEMENTAL

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 December 31,						Twelve Months Ended December 31,

	2013			2012			2013			2012
Reconciliation of NOI of consolidated properties:
Consolidated Net Income	$	449,304		$	370,496		$	1,551,590		$	1,719,632
Income and other taxes		9,790			6,008			39,734			15,880
Interest expense		287,657			291,492			1,137,139			1,127,025
Income from unconsolidated entities		(46,596	)		(35,294	)		(205,259	)		(131,907	)
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(7,609	)		(18,104	)		(107,515	)		(510,030	)


Operating Income		692,546			614,598			2,415,689			2,220,600
Depreciation and amortization		329,183			350,353			1,290,528			1,257,569


NOI of consolidated properties	$	1,021,729		$	964,951		$	3,706,217		$	3,478,169




Reconciliation of NOI of unconsolidated entities:
Net Income	$	166,923		$	144,692		$	641,099		$	445,528
Interest expense		241,331			147,818			694,904			599,400
(Gain) loss from operations of discontinued joint venture interests		(385	)		(457	)		(46	)		20,311
(Gain) loss on disposal of discontinued operations, net		(26,228	)		450			(51,164	)		5,354


Operating Income		381,641			292,503			1,284,793			1,070,593
Depreciation and amortization		138,474			132,803			528,317			508,083


NOI of unconsolidated entities	$	520,115		$	425,306		$	1,813,110		$	1,578,676




Total consolidated and unconsolidated NOI from continuing operations	$	1,541,844		$	1,390,257		$	5,519,327		$	5,056,845




Adjustments to NOI:
NOI of discontinued unconsolidated properties		385			(230	)		46			63,571


Total NOI of SPG portfolio	$	1,542,229		$	1,390,027		$	5,519,373		$	5,120,416




Change in NOI from prior period		10.9%			4.0%			7.8%			2.6%
Add: Our share of NOI from Klépierre		67,571			58,970			276,391			173,310
Less: Joint venture partners' share of NOI		(281,371	)		(234,783	)		(983,612	)		(919,897	)


Our share of NOI	$	1,328,429		$	1,214,214		$	4,812,152		$	4,373,829




Increase in SPG share of NOI from prior period		9.4%			18.7%			10.0%			15.4%
Total NOI of our portfolio	$	1,542,229		$	1,390,027		$	5,519,373		$	5,120,416
NOI from non comparable properties ⁽¹⁾		413,166			319,603			1,349,124			1,157,488


Total NOI of comparable properties ⁽²⁾	$	1,129,063		$	1,070,424		$	4,170,249		$	3,962,928




Increase in NOI of U.S. Malls and Premium Outlets that are comparable properties		5.5%						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 December 31, 2013			Per Share Amount			Twelve Months Ended December 31, 2013			Per Share Amount

FFO	$	894,763		$	2.47		$	3,205,693		$	8.85
Non-cash impacts to FFO ⁽¹⁾		(8,567	)		(0.02	)		(29,095	)		(0.09	)


FFO excluding non-cash impacts		886,196		$	2.45			3,176,598			8.76
Tenant allowances		(60,756	)		(0.17	)		(181,671	)		(0.50	)
Operational capital expenditures		(45,994	)		(0.13	)		(130,537	)		(0.36	)


Funds available for distribution	$	779,446		$	2.15		$	2,864,390		$	7.90

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



Deductions:
Straight-line rent	(18,132	)	(57,800	)
Fair value of debt amortization	(9,675	)	(41,937	)
Fair market value of lease amortization	(5,786	)	(27,701	)
Additions:
Stock based compensation expense	13,433		53,448
Mortgage, financing fee and terminated
swap amortization expense	11,593		44,895


	(8,567	)	(29,095	)

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

The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of 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 the latest period.

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

	Three Months Ended December 31,				Twelve Months Ended December 31,

	2013		2012		2013		2012
Consolidated Properties
Other Income
Interest and dividend income	$	2,820	$	4,481	$	9,192	$	24,545
Lease settlement income		3,032		2,090		6,297		13,973
Gains on land sales		2,311		4,434		7,709		16,135
Other ⁽¹⁾		54,112		43,000		151,630		145,166


Totals	$	62,275	$	54,005	$	174,828	$	199,819





Other Expense
Ground rent	$	6,235	$	11,549	$	40,063	$	43,377
Professional fees and other		19,758		20,507		48,342		47,105


Totals	$	25,993	$	32,056	$	88,405	$	90,482

Capitalized Interest	Three Months Ended December 31,				Twelve Months Ended December 31,

	2013		2012		2013		2012
Interest Capitalized during the Period:
Our Share of Consolidated Properties	$	2,661	$	3,436	$	16,323	$	21,042
Our Share of Joint Venture Properties	$	87	$	220	$	617	$	718

(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 December 31,

	2013		2012
Total Number of Properties		222		223
Total Square Footage of Properties (in millions)		189.3		190.2
Ending Occupancy ⁽¹⁾:
Consolidated Assets		96.3%		95.4%
Unconsolidated Assets		95.2%		95.1%
Total Portfolio		96.1%		95.3%
Total Sales per Square Foot (PSF) ⁽²⁾:
Consolidated Assets	$	563	$	549
Unconsolidated Assets	$	664	$	651
Total Portfolio	$	582	$	568
Base Minimum Rent PSF ⁽³⁾:
Consolidated Assets	$	40.22	$	38.53
Unconsolidated Assets	$	49.74	$	48.71
Total Portfolio	$	42.34	$	40.73

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)
12/31/13		7,852,103	$	62.19	$	53.25	$	8.94	16.8%
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%

Occupancy Cost as a Percentage of Sales ⁽⁵⁾:

12/31/13

11.5%

9/30/13

11.4%

6/30/13

11.3%

3/31/13

11.3%

12/31/12

11.4%

(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, mall freestanding and mall 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-month Base Minimum Rent, plus all applicable Ancillary Charges, plus Overage Rent, if applicable (based on last 12 months of sales), divided by the trailing 12-month Total Sales PSF for the same tenants.

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The Mills, Community/Lifestyle Centers and International Operating Information

	As of December 31,

	2013		2012
The Mills
Total Number of Properties		13		13
Total Square Footage of Properties (in millions)		19.2		18.8
Ending Occupancy ⁽¹⁾		98.5%		97.2%
Total Sales PSF ⁽²⁾		$529	$	510
Base Minimum Rent PSF ⁽³⁾	$	23.79	$	22.58

Community/Lifestyle Centers
Total Number of Properties		62		68
Total Square Footage of Properties (in millions)		19.6		21.0
Ending Occupancy ⁽¹⁾		95.0%		94.7%
Base Minimum Rent PSF ⁽³⁾	$	14.59	$	14.04

International Properties
Premium Outlets
Total Number of Properties		15		12
Total Square Footage of Properties (in millions)		5.0		3.9
Designer Outlets
Total Number of Properties		5		N/A
Total Square Footage of Properties (in millions)		1.0		N/A
Statistics for Premium Outlets in Japan ⁽⁴⁾
Ending Occupancy		99.4%		99.5%
Total Sales PSF	¥	90,959	¥	87,720
Base Minimum Rent PSF	¥	4,888	¥	4,790

(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; includes 9 assets.

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

Year			Avg. Base Minimum Rent PSF at 12/31/13

Inline Stores and Freestanding
Month to Month Leases	645	1,788,363	$	39.88	1.3%
2014	2,502	7,862,336	$	39.46	6.1%
2015	2,932	9,546,396	$	39.76	7.5%
2016	2,812	9,429,412	$	39.27	7.3%
2017	2,624	9,250,051	$	41.80	7.7%
2018	2,497	9,173,389	$	44.58	8.1%
2019	1,633	6,437,129	$	44.83	5.8%
2020	1,246	4,597,759	$	48.69	4.5%
2021	1,295	5,242,126	$	46.50	4.9%
2022	1,577	6,083,275	$	45.98	5.6%
2023	1,890	7,325,936	$	45.89	6.7%
2024 and Thereafter	713	3,715,748	$	39.04	3.0%
Specialty Leasing Agreements w/ terms in excess of 12 months	1,338	3,085,228	$	16.66	1.0%

Anchor Tenants
2014	16	1,566,512	$	6.02	0.2%
2015	28	3,141,251	$	3.15	0.2%
2016	24	2,940,627	$	3.12	0.2%
2017	24	3,344,997	$	2.36	0.2%
2018	26	3,040,642	$	4.65	0.3%
2019	22	2,286,288	$	5.03	0.2%
2020	15	1,424,628	$	6.46	0.2%
2021	12	1,055,228	$	7.80	0.1%
2022	8	962,861	$	9.46	0.2%
2023	14	1,523,762	$	10.07	0.3%
2024 and Thereafter	36	3,705,692	$	6.27	0.5%

(1): Does not consider the impact of renewal options that may be contained in leases.
(2): Annual rental revenues represent 2013 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.	383	4,028	1.7%	3.2%
L Brands, Inc.	380	2,174	0.9%	2.2%
Abercrombie & Fitch Co.	214	1,530	0.6%	1.5%
PVH Corporation	270	1,462	0.6%	1.3%
Forever 21, Inc.	87	1,355	0.6%	1.3%
Foot Locker, Inc.	357	1,411	0.6%	1.3%
American Eagle Outfitters, Inc.	210	1,296	0.5%	1.2%
Luxottica Group S.P.A	451	863	0.4%	1.2%
Ascena Retail Group, Inc.	326	1,739	0.7%	1.1%
Ann, Inc.	214	1,292	0.5%	1.0%

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

Tenant


Macy's, Inc.	155	28,873	12.2%	0.5%
Sears Holdings Corporation	116	18,254	7.7%	0.2%
J.C. Penney Co., Inc.	108	16,030	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%
Hudson's Bay Company	17	2,217	0.9%	0.2%
The Bon-Ton Stores, Inc.	19	2,085	0.9%	0.1%
Dick's Sporting Goods, Inc.	26	1,696	0.7%	0.5%
Target Corporation	11	1,552	0.7%	–
The Neiman Marcus Group, Inc.	10	1,265	0.5%	–
Kohl's Corporation	12	1,028	0.4%	0.1%
Boscov's Department Store LLC	3	547	0.2%	–

(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	$	38,499		$	495,321		$	231,059
Redevelopment projects with incremental square footage and/or anchor replacement		498,518			191,252			95,555
Redevelopment projects with no incremental square footage		68,640			23,011			9,992



Subtotal new development and redevelopment projects		605,657			709,584			336,606
Tenant allowances		149,957			68,180			31,714
Operational capital expenditures at properties:
CAM expenditures ⁽¹⁾		69,301			54,986			24,590
Non-CAM expenditures		31,868			11,529			4,778



Totals	$	856,783		$	844,279		$	397,688




Conversion from accrual to cash basis		(15,574	)		(30,063	)		(14,161	)



Capital Expenditures for the Twelve Months Ended 12/31/13 ⁽²⁾	$	841,209		$	814,216		$	383,527





Capital Expenditures for the Twelve Months Ended 12/31/12 ⁽²⁾	$	802,427		$	617,391		$	289,365

(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 December 31, 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	$	882	$	870	$	630		8%	$	161	$	114

Premium Outlets
New Developments	$	471	$	460	$	208		9%	$	129	$	56
Redevelopments	$	442	$	439	$	409		11%	$	123	$	121

The Mills
Redevelopments	$	21	$	21	$	19		13%	$	5	$	4

Community/Lifestyle Centers
Redevelopments	$	7	$	7	$	5		11%	$	0	$	0
Totals	$	1,823	$	1,797	$	1,271		9%	$	418	$	295

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 December 31, 2013

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

Malls - Redevelopments
Virginia Center Commons - Glen Allen, VA	American Family Fitness	1/14	100%
King of Prussia Mall - King of Prussia (Philadelphia), PA	Container Store	3/14	96%
Plaza Carolina - Carolina (San Juan), PR	Sports Authority	3/14	100%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase I redevelopment including common area renovation and new dining pavilion (11/13), addition of small shops in former food court space (5/14)	5/14	50%
Domain, The - Austin, TX	Punch Bowl Social	5/14	100%
Lenox Square - Atlanta, GA	Redevelopment	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%
Circle Centre Mall - Indianapolis, IN	Indianapolis Star	7/14	12%
Coddingtown Mall - Santa Rosa, CA	Target	7/14	50%
South Hills Village - Pittsburgh, PA	DSW and Ulta	7/14	100%
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%
Florida Mall - Orlando, FL	Addition of American Girl and relocation of Zara	11/14	50%
Del Amo Fashion Center - Torrance (Los Angeles), CA	Phase II includes 260,000 SF net small shop expansion and addition of Nordstrom	10/15	50%
Roosevelt Field Mall - Garden City, NY	Redevelopment and 10,000 SF net small shop expansion and addition of Neiman Marcus	3/16	100%

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Development Activity Report ⁽¹⁾
As of December 31, 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	242,000 SF Outlet Center	4/15	45%

Premium Outlets - Redevelopments
Desert Hills Premium Outlets - Cabazon (Palm Springs), CA	147,000 SF expansion, redevelopment and parking deck	4/14	100%
Premium Outlets Punta Norte - Mexico City, Mexico	55,000 SF expansion	11/14	50%
Toki Premium Outlets - Gifu, Japan	72,000 square foot expansion	11/14	40%
Waikele Premium Outlets - Waipahu, HI	Redevelopment and 5,000 square foot expansion	1/15	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 December 31, 2013

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

The Mills - Redevelopments
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 and Ross Dress for Less	6/14	25%
Great Mall of Bay Area - Milpitas, CA	Redevelopment to create 36,000 square feet of small shops	11/14	100%

Community/Lifestyle Centers - Redevelopments
Pier Park - Panama City Beach, FL	Dave & Buster's	8/14	66%

(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 in 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
Arundel Mills - Baltimore (Washington, D.C.), MD	Mills	Forever 21	Virgin Megastore
Bloomingdale Court - Bloomingdale (Chicago), IL	Community/Lifestyle	Wal-Mart (expansion)	N/A
Bowie Town Center - Bowie (Washington, D.C.), MD	Mall	L.A. Fitness	Bed Bath & Beyond
Clay Terrace - Carmel (Indianapolis), IN	Community/Lifestyle	St. Vincent's Sports Performance	Circuit City
Coconut Point - Estero, FL	Mall	Michaels	Old Navy
Colorado Mills - Lakewood (Denver), CO	Mills	Forever 21	Borders
		H&M	Eddie Bauer
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
Dover Mall - Dover, DE	Mall	Dick's Sporting Goods	N/A
Empire East - Sioux Falls, SD	Community/Lifestyle	Ulta	N/A
Empire Mall - Sioux Falls, SD	Mall	Dick's Sporting Goods	N/A
Firewheel Town Center - Garland (Dallas), TX	Mall	Toys "R" Us/ Babies "R" Us	Circuit City
Forest Plaza - Rockford, IL	Community/Lifestyle	Kirkland's	N/A
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
		Shoppers World	Barnes & Noble
Lima Center - Lima, OH	Community/Lifestyle	Ulta	General Cinema
Miller Hill Mall - Duluth, MN	Mall	Dick's Sporting Goods	N/A
Montgomery Mall - North Wales (Philadelphia), PA	Mall	Wegmans	Boscov's
Opry Mills - Nashville, TN	Mills	H&M	Gibson Guitar

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U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant


Openings in 2013
Penn Square Mall - Oklahoma City, OK	Mall	AMC Theatres	Dickinson Theatres
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
Sawgrass Mills - Sunrise (Miami), FL	Mills	Forever 21 (expansion)	Wannado
Shops at Nanuet, The - Nanuet (New York), NY	Mall	Fairway Market	N/A
		Regal Cinema	N/A
		24 Hour Fitness	N/A
South Hills Village - Pittsburgh, PA	Mall	Target	Boscov's
South Shore Plaza - Braintree (Boston), MA	Mall	DSW	Filene's
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
Town Center at Boca Raton - Boca Raton (Miami), FL	Mall	Container Store	Old Navy
University Center - Mishawaka, IN	Community/Lifestyle	Ross Dress for Less	Linens 'n Things
University Town Plaza - Pensacola, FL	Community/Lifestyle	Academy Sports	N/A
		Burlington Coat Factory	N/A
		Toys "R" Us	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
		Zara ⁽²⁾	N/A
Gaitway Plaza - Ocala, FL	Community/Lifestyle	Michaels	Books-A-Million

4Q 2013 SUPPLEMENTAL

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U.S. Anchor/Big Box Openings

Property Name/Location	Property Type	New Tenant	Former Tenant


Openings Projected for 2014
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	H&M	Old Navy
		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
Royal Eagle Plaza - Coral Springs (Miami), FL	Community/Lifestyle	Hobby Lobby	Stein Mart
South Hills Village - Pittsburgh, PA	Mall	DSW	Dick's Sporting Goods ⁽¹⁾
		Ulta	Dick's Sporting Goods ⁽¹⁾
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
Walt Whitman Shops - Huntington Station (New York), NY	Mall	Zara	N/A
Westland Park Plaza - Orange Park (Jacksonville), FL	Community/Lifestyle	Guitar Center	PetSmart
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): Tenant has an existing store at this center but will move to a new location.

4Q 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 December 31, 2013



Number Outstanding at December 31, 2012	309,903,824	51,952,554
Activity During the First Nine Months of 2013:
Issuance of Common Stock for Stock Option Exercises	1,567	–
Exchange of Limited Partnership Units for Common Stock	321,354	(321,354	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned(3)	106,538	489,654


Number Outstanding at September 30, 2013	310,333,283	52,120,854
Fourth Quarter Activity:
Exchange of Limited Partnership Units for Common Stock	274,697	(274,697	)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned(3)	585	–


Number Outstanding at December 31, 2013	310,608,565	51,846,157

Number of Limited Partnership Units and Common Shares at December 31, 2013	362,454,722

Preferred Stock/Units Outstanding as of December 31, 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 December 31, 2013 was $60.50 per share.
(5): Each unit is redeemable upon the occurrence of certain tax triggering events.

4Q 2013 SUPPLEMENTAL

Table of Contents

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

4Q 2013 SUPPLEMENTAL

Table of Contents

Summary of Indebtedness
As of December 31, 2013
(In thousands)

	Total Indebtedness			Our Share of Indebtedness

Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	7,830,559		$	7,668,424		5.62%	4.1
Variable Rate Debt		350,000			350,000		1.52%	3.7


Total Mortgage Debt		8,180,559			8,018,424		5.44%	4.1
Unsecured Debt
Fixed Rate		13,970,224			13,970,224		4.87%	6.4
Revolving Credit Facility - US Tranche		300,000			300,000		1.12%	2.8
Revolving Credit Facility - Euro Currency		660,113			660,113		1.15%	2.8
Supplemental Credit Facility - Yen Currency		212,186			212,186		1.06%	3.5

								��
Total Revolving Credit Facilities		1,172,299			1,172,299		1.13%	3.0
Unsecured Term Loan		240,000			240,000		1.27%	4.2


Total Unsecured Debt		15,382,523			15,382,523		4.52%	6.1
Premium		65,677			65,191
Discount		(40,228	)		(40,228	)


Consolidated Mortgages and Unsecured Indebtedness (1)	$	23,588,531		$	23,425,910		4.84%	5.4

Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	10,672,472		$	4,956,353		4.95%	5.8
Variable Rate Debt		1,615,198			831,576		2.26%	4.2
Mills Limited Partnership Debt(2)		731,586			306,017		–	–


Total Mortgage Debt		13,019,256			6,093,946		4.56%	5.6
Premium		5,001			2,500


Joint Venture Mortgages and Other Indebtedness (1)	$	13,024,257		$	6,096,446		4.56%	5.6


Our Share of Total Indebtedness				$	$29,522,356		4.78%	5.5

(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 Our Share of Fixed and Variable Rate Debt
Consolidated
Fixed	92.5%	$	21,663,611	5.13%	5.6
Variable	7.5%		1,762,299	1.22%	3.3


	100.0%		23,425,910	4.84%	5.4
Joint Venture
Fixed	84.1%	$	5,124,369	4.95%	5.8
Variable	15.9%		972,077	2.26%	4.2


	100.0%		6,096,446	4.56%	5.6
Total Debt		$	29,522,356





Total Fixed Debt	90.7%	$	26,787,980	5.10%	5.6


Total Variable Debt	9.3%	$	2,734,376	1.55%	3.6

4Q 2013 SUPPLEMENTAL

Table of Contents

Total Debt Amortization and Maturities by Year (Our Share)
As of December 31, 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


2014		934,482		6.09%		1,112,187	5.85%		608,746	4.93%		2,655,415	5.74%
2015		1,600,000		5.12%		369,874	6.19%		992,561	4.97%		2,962,435	5.19%
2016		2,260,113		3.95%		2,724,583	6.14%		604,290	5.96%		5,588,986	5.22%
2017		1,812,185		3.23%		1,740,070	4.97%		410,875	5.14%		3,963,130	4.18%
2018		1,990,000		3.92%		39,967	–		302,315	1.77%		2,332,282	3.66%
2019		650,000		10.35%		168,043	7.68%		207,576	4.08%		1,025,619	9.52%
2020		2,285,743		4.17%		110,029	5.01%		905,572	4.80%		3,301,344	4.37%
2021		1,600,000		4.27%		440,767	5.44%		804,987	4.80%		2,845,754	4.61%
2022		600,000		3.38%		558,211	4.14%		639,299	4.28%		1,797,510	3.95%
2023		500,000		2.75%		715,618	3.87%		383,581	3.34%		1,599,199	3.41%
Thereafter		1,150,000		5.79%		39,075	6.45%		234,144	3.58%		1,423,219	5.36%


Face Amounts of Indebtedness	$	15,382,523		4.52%	$	8,018,424	5.44%	$	6,093,946	4.56%	$	29,494,893	4.78%
Premiums (Discounts) on Indebtedness, Net		(38,519	)			63,482			2,500			27,463


Our Share of Total Indebtedness	$	15,344,004			$	8,081,906		$	6,096,446		$	29,522,356

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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		20,398		20,398
2.	Apple Blossom Mall	VA	Winchester		49.1%			471,794	(2)
3.	Auburn Mall	MA	Auburn		56.4%			587,602	09/01/20			6.02%	Fixed		40,338		22,739
4.	Aventura Mall (3)	FL	Miami Beach (Miami)		33.3%			2,105,667	12/01/20			3.75%	Fixed		1,200,000		400,000
5.	Avenues, The	FL	Jacksonville		25.0%	(4)		1,114,364	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%			1,429,895	(2)
8.	Battlefield Mall	MO	Springfield		100.0%			1,199,105	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%			684,963	(2)
11.	Boynton Beach Mall	FL	Boynton Beach (Miami)		100.0%			1,094,007	(2)
12.	Brea Mall	CA	Brea (Los Angeles)		100.0%			1,319,094	(2)
13.	Briarwood Mall	MI	Ann Arbor		50.0%			969,804	11/30/16	(6)		7.50%	Fixed		112,000		56,000
14.	Broadway Square	TX	Tyler		100.0%			627,370	(2)
15.	Brunswick Square	NJ	East Brunswick (New York)		100.0%			760,311	08/11/14			5.65%	Fixed		76,672		76,672
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		96,550		54,426
18.	Castleton Square	IN	Indianapolis		100.0%			1,383,207	(2)
19.	Charlottesville Fashion Square	VA	Charlottesville		100.0%			576,748	(2)
20.	Chautauqua Mall	NY	Lakewood		100.0%			427,568	(2)
21.	Chesapeake Square	VA	Chesapeake (Virginia Beach)		75.0%	(7)		759,897	08/01/14			5.84%	Fixed		65,242		48,931
22.	Cielo Vista Mall	TX	El Paso		100.0%			1,241,496	(2)
23.	Circle Centre	IN	Indianapolis		14.7%	(4)		767,698	01/28/20	(8)		3.07%	Variable		67,000		9,821
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%			674,014	03/01/17	(8)		1.92%	Variable		12,450		12,450
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%			1,034,461	(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%			1,497,287	12/05/21			4.50%	Fixed		450,000		225,000
34.	Del Amo Fashion Center	CA	Torrance (Los Angeles)		50.0%			2,291,720	01/17/18	(8)		2.17%	Variable		310,000		155,000
35.	Domain, The	TX	Austin		100.0%			1,232,958	08/01/21			5.44%	Fixed		201,511		201,511
36.	Dover Mall	DE	Dover		68.1%			928,097	08/06/21			5.57%	Fixed		91,171		62,078
37.	Edison Mall	FL	Fort Myers		100.0%			1,053,577	(2)
38.	Emerald Square	MA	North Attleboro (Providence, RI)		56.4%			1,022,740	08/11/22			4.71%	Fixed		112,706		63,532
39.	Empire Mall	SD	Sioux Falls		100.0%			1,113,549	06/01/16			5.79%	Fixed		176,300		176,300
40.	Falls, The	FL	Miami		50.0%			838,081	11/30/16	(6)		7.50%	Fixed		108,267		54,134

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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%			991,609	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		474,351		237,176
										05/01/14			6.00%	Fixed		5,587		2,794
44.		Firewheel Town Center	TX	Garland (Dallas)		100.0%			998,129	(2)
45.		Florida Mall, The	FL	Orlando		50.0%			1,768,516	09/05/20			5.25%	Fixed		356,752		178,376
46.		Forest Mall	WI	Fond Du Lac		100.0%			500,273	(2)
47.		Forum Shops at Caesars, The	NV	Las Vegas		100.0%			671,947	(2)
48.		Galleria, The	TX	Houston		50.4%			2,149,969	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%			1,232,358	(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		76,677		76,677
52.		Gulf View Square	FL	Port Richey (Tampa)		100.0%			754,818	(2)
53.		Haywood Mall	SC	Greenville		100.0%			1,229,033	(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%			736,141	11/01/14	(34)		5.21%	Fixed		61,373		30,687
56.		Ingram Park Mall	TX	San Antonio		100.0%			1,120,881	06/01/21			5.38%	Fixed		139,954		139,954
57.		Irving Mall	TX	Irving (Dallas)		100.0%			1,052,527	(2)
58.		Jefferson Valley Mall	NY	Yorktown Heights (New York)		100.0%			555,950	(2)
59.		King of Prussia Mall	PA	King of Prussia (Philadelphia)		96.1%			2,475,088	01/01/17			7.49%	Fixed		63,529		61,043
										01/01/17			8.53%	Fixed		4,553		4,375
										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%			1,221,369	(2)
62.		Lakeline Mall	TX	Cedar Park (Austin)		100.0%			1,097,510	(2)
63.		Lehigh Valley Mall	PA	Whitehall		38.0%	(5)		1,180,061	07/05/20			5.88%	Fixed		133,542		50,693
64.		Lenox Square	GA	Atlanta		100.0%			1,556,863	(2)
65.		Liberty Tree Mall	MA	Danvers (Boston)		49.1%			856,240	05/06/23			3.41%	Fixed		34,619		17,011
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%			712,682	(2)
69.		Livingston Mall	NJ	Livingston (New York)		100.0%			968,028	(2)
70.		Longview Mall	TX	Longview		100.0%			638,520	(2)
71.	��	Mall at Chestnut Hill, The	MA	Chestnut Hill (Boston)		94.4%			468,992	11/01/23			4.69%	Fixed		120,000		113,328
72.		Mall at Rockingham Park, The	NH	Salem (Boston)		28.2%			1,020,524	03/10/17			5.61%	Fixed		260,000		73,281
73.		Mall at Tuttle Crossing, The	OH	Dublin (Columbus)		50.0%			1,128,407	05/01/23			3.56%	Fixed		125,000		62,500
74.		Mall of Georgia	GA	Buford (Atlanta)		100.0%			1,817,390	(2)
75.		Mall of New Hampshire, The	NH	Manchester		56.4%			811,241	10/05/15			6.23%	Fixed		127,205		71,706
76.		Maplewood Mall	MN	St. Paul (Minneapolis)		100.0%			926,291	(2)
77.		Markland Mall	IN	Kokomo		100.0%			418,193	(2)
78.		McCain Mall	AR	N. Little Rock		100.0%			786,997	(2)
79.		Meadowood Mall	NV	Reno		50.0%			883,567	11/06/21			5.82%	Fixed		121,817		60,909
80.		Melbourne Square	FL	Melbourne		100.0%			702,105	(2)
81.		Menlo Park Mall	NJ	Edison (New York)		100.0%			1,319,598	(2)
82.		Mesa Mall	CO	Grand Junction		100.0%			880,469	06/01/16			5.79%	Fixed		87,250		87,250

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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%			1,084,606	(2)
84.	Midland Park Mall	TX	Midland		100.0%			621,710	09/06/22			4.35%	Fixed		83,293		83,293
85.	Miller Hill Mall	MN	Duluth		100.0%			833,203	(2)
86.	Montgomery Mall	PA	North Wales (Philadelphia)		60.0%	(5)		1,125,227	05/11/34			5.17%	Fixed		80,265		48,152
87.	Muncie Mall	IN	Muncie		100.0%			635,840	(2)
88.	North East Mall	TX	Hurst (Dallas)		100.0%			1,669,736	(2)
89.	Northgate Mall	WA	Seattle		100.0%			1,053,259	(2)
90.	Northlake Mall	GA	Atlanta		100.0%			963,134	(2)
91.	Northshore Mall	MA	Peabody (Boston)		56.4%			1,592,107	07/05/23			3.30%	Fixed		272,747		153,747
92.	Northwoods Mall	IL	Peoria		100.0%			693,369	(2)
93.	Oak Court Mall	TN	Memphis		100.0%			849,785	(2)
94.	Ocean County Mall	NJ	Toms River (New York)		100.0%			898,361	(2)
95.	Orange Park Mall	FL	Orange Park (Jacksonville)		100.0%			959,331	(2)
96.	Orland Square	IL	Orland Park (Chicago)		100.0%			1,234,795	(2)
97.	Oxford Valley Mall	PA	Langhorne (Philadelphia)		64.9%	(5)		1,332,132	12/07/20			4.77%	Fixed		67,722		43,981
98.	Paddock Mall	FL	Ocala		100.0%			552,603	(2)
99.	Penn Square Mall	OK	Oklahoma City		94.5%			1,063,729	04/01/16			7.75%	Fixed		95,256		90,014
100.	Pheasant Lane Mall	NH	Nashua		(10	)		979,652	(2)
101.	Phipps Plaza	GA	Atlanta		100.0%			831,365	(2)
102.	Plaza Carolina	PR	Carolina (San Juan)		100.0%			1,109,680	09/30/17	(8)		1.52%	Variable		225,000		225,000
103.	Port Charlotte Town Center	FL	Port Charlotte		80.0%	(7)		764,717	11/01/20			5.30%	Fixed		46,353		37,083
104.	Prien Lake Mall	LA	Lake Charles		100.0%			847,902	(2)
105.	Quaker Bridge Mall	NJ	Lawrenceville		50.0%			1,083,452	04/01/16			7.03%	Fixed		13,760		6,880
									04/01/16			2.95%	Fixed		62,000		31,000
106.	Richmond Town Square	OH	Richmond Heights (Cleveland)		100.0%			1,011,688	(2)
107.	River Oaks Center	IL	Calumet City (Chicago)		100.0%			1,192,836	(2)
108.	Rockaway Townsquare	NJ	Rockaway (New York)		100.0%			1,246,823	(2)
109.	Rolling Oaks Mall	TX	San Antonio		100.0%			882,349	(2)
110.	Roosevelt Field	NY	Garden City (New York)		100.0%			2,227,923	(2)
111.	Ross Park Mall	PA	Pittsburgh		100.0%			1,240,541	(2)
112.	Rushmore Mall	SD	Rapid City		100.0%			829,292	06/01/16			5.79%	Fixed		94,000		94,000
113.	Santa Rosa Plaza	CA	Santa Rosa		100.0%			694,172	(2)
114.	Seminole Towne Center	FL	Sanford (Orlando)		45.0%	(4)		1,104,631	05/06/21			5.97%	Fixed		58,152		7,560
115.	Shops at Mission Viejo, The	CA	Mission Viejo (Los Angeles)		51.0%			1,151,846	02/01/23			3.61%	Fixed		295,000		150,450
116.	Shops at Nanuet, The	NY	Nanuet		100.0%			750,092	(2)
117.	Shops at Riverside, The	NJ	Hackensack (New York)		100.0%			770,808	02/01/23			3.37%	Fixed		130,000		130,000
118.	Shops at Sunset Place, The	FL	S. Miami		37.5%	(4)		513,896	09/01/20			5.62%	Fixed		73,936		27,726
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		107,810		60,773
121.	South Hills Village	PA	Pittsburgh		100.0%			1,121,941	(2)
122.	South Shore Plaza	MA	Braintree (Boston)		100.0%			1,583,996	(2)
123.	Southdale Center	MN	Edina (Minneapolis)		100.0%			1,270,149	04/01/23			3.84%	Fixed		155,000		155,000
124.	Southern Hills Mall	IA	Sioux City		100.0%			794,407	06/01/16			5.79%	Fixed		101,500		101,500
125.	Southern Park Mall	OH	Youngstown		100.0%			1,201,877	(2)
126.	SouthPark	NC	Charlotte		100.0%			1,675,660	08/01/16	(9)		8.00%	Fixed		189,775		189,775
127.	Southridge Mall	WI	Greendale (Milwaukee)		100.0%			1,171,431	06/06/23			3.85%	Fixed		125,000		125,000

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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)		610,965	11/30/15	(11)		4.77%	Fixed		63,789		24,233
129.	Square One Mall	MA	Saugus (Boston)		56.4%			929,978	01/06/22			5.47%	Fixed		97,496		54,959
130.	St. Charles Towne Center	MD	Waldorf (Washington, D.C.)		100.0%			980,757	(2)
131.	St. Johns Town Center	FL	Jacksonville		50.0%			1,235,037	03/11/15			5.06%	Fixed		160,766		80,383
									05/10/15			1.87%	Variable		77,096		38,548
									01/28/16	(8)		1.42%	Variable		5,361		2,681
132.	Stanford Shopping Center	CA	Palo Alto (San Jose)		100.0%			1,343,649	(2)
133.	Stoneridge Shopping Center	CA	Pleasanton (San Francisco)		49.9%			1,301,210	11/30/16	(6)		7.50%	Fixed		219,061		109,311
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		28,359		28,359
136.	Tacoma Mall	WA	Tacoma (Seattle)		100.0%			1,334,928	(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%			1,780,037	(2)
140.	Town Center at Cobb	GA	Kennesaw (Atlanta)		100.0%			1,279,979	05/01/22			4.76%	Fixed		200,000		200,000
141.	Towne East Square	KS	Wichita		100.0%			1,134,172	(2)
142.	Towne West Square	KS	Wichita		100.0%			941,344	06/01/21			5.61%	Fixed		49,360		49,360
143.	Treasure Coast Square	FL	Jensen Beach		100.0%			876,438	(2)
144.	Tyrone Square	FL	St. Petersburg (Tampa)		100.0%			1,094,864	(2)
145.	University Park Mall	IN	Mishawaka		100.0%			921,134	(2)
146.	Valle Vista Mall	TX	Harlingen		100.0%			650,634	05/10/17			5.35%	Fixed		40,000		40,000
147.	Virginia Center Commons	VA	Glen Allen		100.0%			774,503	(2)
148.	Walt Whitman Shops	NY	Huntington Station (New York)		100.0%			1,078,406	08/01/16	(9)		8.00%	Fixed		116,932		116,932
149.	West Ridge Mall	KS	Topeka		100.0%			991,756	07/01/14			5.89%	Fixed		64,794		64,794
150.	West Town Mall	TN	Knoxville		50.0%			1,334,526	12/01/17			6.34%	Fixed		210,000		105,000
151.	Westchester, The	NY	White Plains (New York)		40.0%			826,440	05/05/20			6.00%	Fixed		357,141		142,856
152.	Westminster Mall	CA	Westminster (Los Angeles)		100.0%			1,198,549	(2)
153.	White Oaks Mall	IL	Springfield		80.7%			924,946	11/01/16			5.54%	Fixed		50,000		40,339
154.	Wolfchase Galleria	TN	Memphis		94.5%			1,152,196	04/01/17			5.64%	Fixed		225,000		212,616
155.	Woodfield Mall	IL	Schaumburg (Chicago)		50.0%			2,172,434	03/05/24			4.50%	Fixed		425,000		212,500
156.	Woodland Hills Mall	OK	Tulsa		94.5%			1,086,690	04/05/19			7.79%	Fixed		92,908		87,768


	Total Mall Square Footage							161,461,866

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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%		441,709	(2)
3.	Aurora Farms Premium Outlets	OH	Aurora (Cleveland)		100.0%		285,120	(2)
4.	Birch Run Premium Outlets	MI	Birch Run (Detroit)		100.0%		678,694	04/11/16	(14)		5.95%	Fixed		104,240		104,240
5.	Calhoun Premium Outlets	GA	Calhoun		100.0%		254,052	09/01/16	(15)		5.79%	Fixed		20,035		20,035
6.	Camarillo Premium Outlets	CA	Camarillo (Los Angeles)		100.0%		674,331	(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		49,452		49,452
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%		494,490	(2)
14.	Edinburgh Premium Outlets	IN	Edinburgh (Indianapolis)		100.0%		377,826	(2)
15.	Ellenton Premium Outlets	FL	Ellenton (Tampa)		100.0%		476,510	01/11/16	(16)		5.51%	Fixed		102,442		102,442
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		36,360		36,360
18.	Gilroy Premium Outlets	CA	Gilroy (San Jose)		100.0%		577,902	(2)
19.	Grand Prairie Premium Outlets	TX	Grand Prairie (Dallas)		100.0%		417,415	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		110,590		110,590
21.	Gulfport Premium Outlets	MS	Gulfport		100.0%		300,250	01/11/16	(16)		5.51%	Fixed		24,674		24,674
22.	Hagerstown Premium Outlets	MD	Hagerstown (Baltimore/		100.0%		485,050	04/11/16	(14)		5.95%	Fixed		87,586		87,586
			Washington DC)
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%		434,447	01/11/16	(16)		5.51%	Fixed		68,630		68,630
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		178,806		178,806
29.	Las Vegas Premium Outlets- North	NV	Las Vegas		100.0%		538,683	(2)

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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%		535,467	(2)
31.	Lebanon Premium Outlets	TN	Lebanon (Nashville)		100.0%		227,262	01/11/16	(16)		5.51%	Fixed		15,170		15,170
32.	Lee Premium Outlets	MA	Lee		100.0%		224,709	09/01/16	(15)		5.79%	Fixed		50,014		50,014
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%		454,641	(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%		540,296	(2)
41.	Orlando Premium Outlets- International Dr	FL	Orlando		100.0%		773,643	(2)
42.	Orlando Premium Outlets- Vineland Ave	FL	Orlando		100.0%		655,004	(2)
43.	Osage Beach Premium Outlets	MO	Osage Beach		100.0%		392,641	(2)
44.	Petaluma Village Premium Outlets	CA	Petaluma (San Francisco)		100.0%		195,575	(2)
45.	Philadelphia Premium Outlets	PA	Limerick (Philadelphia)		100.0%		549,137	(2)
46.	Phoenix Premium Outlets	AZ	Chandler (Phoenix)		100.0%		356,496	(2)
47.	Pismo Beach Premium Outlets	CA	Pismo Beach		100.0%		147,416	11/06/16	(17)		5.84%	Fixed		33,850		33,850
48.	Pleasant Prairie Premium	WI	Pleasant Prairie (Chicago, IL/		100.0%		402,533	01/11/16	(16)		5.51%	Fixed		58,943		58,943
	Outlets		Milwaukee)					12/01/16			6.01%	Fixed		35,787		35,787
49.	Puerto Rico Premium Outlets	PR	Barceloneta		100.0%		341,909	09/30/17	(8)		1.52%	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		140,276		140,276
	Outlets		San Antonio)
54.	Seattle Premium Outlets	WA	Tulalip (Seattle)		100.0%		554,306	(2)

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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%			451,049	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%			351,462	(2)
58.	Tanger Outlets - Galveston/Houston (3)	TX	Texas City		50.0%			352,705	07/01/18	(8)		1.67%	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%			437,358	(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		101,186		101,186
64.	Woodburn Premium Outlets	OR	Woodburn (Portland)		100.0%			389,780	(2)
65.	Woodbury Common Premium Outlets	NY	Central Valley (New York)		100.0%			846,005	(2)
66.	Wrentham Village Premium Outlets	MA	Wrentham (Boston)		100.0%			660,092	(2)

	Total U.S. Premium Outlet Square Footage							27,828,749





	Total Mall and U.S. Premium Outlet Square Footage							189,290,615




	The Mills
1.	Arizona Mills	AZ	Tempe (Phoenix)		50.0%			1,239,781	07/01/20			5.76%	Fixed		167,143		83,571
2.	Arundel Mills	MD	Hanover (Baltimore)		59.3%			1,561,162	08/01/14	(36)		6.14%	Fixed		369,381		218,858
3.	Colorado Mills	CO	Lakewood (Denver)		37.5%	(4)		1,099,714	06/01/15			3.92%	Variable		126,162		47,311
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%			1,775,702	09/22/14			2.32%	Variable		269,053		159,441
6.	Great Mall	CA	Milpitas (San Jose)		100.0%			1,358,820	08/28/15	(8)		6.01%	Fixed		269,306		269,306
7.	Gurnee Mills	IL	Gurnee (Chicago)		100.0%			1,912,969	07/01/17			5.77%	Fixed		321,000		321,000
8.	Katy Mills	TX	Katy (Houston)		62.5%	(4)		1,638,472	12/06/22			3.49%	Fixed		140,000		35,000
9.	Ontario Mills	CA	Ontario (Riverside)		50.0%			1,469,666	03/05/22			4.25%	Fixed		339,507		169,753
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		102,347		102,347
11.	Outlets at Orange, The	CA	Orange (Los Angeles)		50.0%			804,107	10/01/14			6.25%	Fixed		213,163		106,582
12.	Potomac Mills	VA	Woodbridge (Washington, D.C.)		100.0%			1,525,836	07/11/17			5.83%	Fixed		410,000		410,000
13.	Sawgrass Mills	FL	Sunrise (Miami)		100.0%			2,305,538	07/01/14	(35)		5.82%	Fixed		820,000		820,000


	Total The Mills Square Footage							19,183,388

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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	(36)		5.92%	Fixed		10,492		6,217
4.	Bloomingdale Court	IL	Bloomingdale (Chicago)		100.0%			687,171	11/01/15			8.15%	Fixed		25,164		25,164
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%			576,787	10/01/15			5.08%	Fixed		115,000		57,500
8.	Concord Mills Marketplace	NC	Concord (Charlotte)		100.0%			230,683	11/01/23			4.82%	Fixed		16,000		16,000
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)		84.0%			101,948	01/01/15			5.28%	Fixed		2,377		1,997
13.	Denver West Village	CO	Lakewood (Denver)		37.5%			310,911	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%			434,838	10/10/19	(20)		7.50%	Fixed		17,733		17,733
17.	Gaitway Plaza	FL	Ocala		32.2%	(19)		208,755	07/01/15	(21)		4.60%	Fixed		13,900		575
18.	Gateway Centers	TX	Austin		100.0%			512,414	(2)
19.	Greenwood Plus	IN	Greenwood (Indianapolis)		100.0%			155,319	(2)
20.	Hamilton Town Center	IN	Noblesville (Indianapolis)		50.0%			666,378	04/01/22			4.81%	Fixed		84,000		42,000
21.	Henderson Square	PA	King of Prussia (Philadelphia)		75.9%	(5)		107,371	04/01/16			4.43%	Fixed		13,301		10,098
22.	Highland Lakes Center	FL	Orlando		100.0%			488,863	(2)
23.	Indian River Commons	FL	Vero Beach		50.0%			255,942	11/01/14	(34)		5.21%	Fixed		9,058		4,529
24.	Keystone Shoppes	IN	Indianapolis		100.0%			29,080	(2)
25.	Lake Plaza	IL	Waukegan (Chicago)		100.0%			215,568	(2)
26.	Lake View Plaza	IL	Orland Park (Chicago)		100.0%			367,605	12/31/14			8.00%	Fixed		15,470		15,470
27.	Lakeline Plaza	TX	Cedar Park (Austin)		100.0%			387,304	10/10/19	(20)		7.50%	Fixed		16,613		16,613
28.	Lima Center	OH	Lima		100.0%			233,878	(2)
29.	Lincoln Crossing	IL	O'Fallon (St. Louis)		100.0%			243,326	(2)
30.	Lincoln Plaza	PA	King of Prussia (Philadelphia)		64.9%	(5)		267,970	(2)
31.	MacGregor Village	NC	Cary		100.0%			144,201	(2)
32.	Mall of Georgia Crossing	GA	Buford (Atlanta)		100.0%			440,670	10/06/22			4.28%	Fixed		24,527		24,527
33.	Markland Plaza	IN	Kokomo		100.0%			90,527	(2)
34.	Martinsville Plaza	VA	Martinsville		100.0%			102,105	(2)
35.	Matteson Plaza	IL	Matteson (Chicago)		100.0%			270,892	(2)

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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.	Muncie Towne Plaza	IN	Muncie		100.0%			172,617	10/10/19	(20)		7.50%	Fixed		6,907		6,907
37.	Naples Outlet Center	FL	Naples		100.0%			146,032	01/11/16	(16)		5.51%	Fixed		15,718		15,718
38.	New Castle Plaza	IN	New Castle		100.0%			91,648	(2)
39.	North Ridge Shopping Center	NC	Raleigh		100.0%			169,823	12/01/22			3.41%	Fixed		12,500		12,500
40.	Northwood Plaza	IN	Fort Wayne		100.0%			208,076	(2)
41.	Palms Crossing	TX	McAllen		100.0%			392,314	08/01/21	(22)		5.49%	Fixed		37,179		37,179
42.	Pier Park	FL	Panama City Beach		65.6%			842,072	(2)
43.	Plaza at Buckland Hills, The	CT	Manchester		41.3%	(19)		329,885	07/01/15			4.60%	Fixed		24,800		1,026
44.	Richardson Square	TX	Richardson (Dallas)		100.0%			517,265	(2)
45.	Rockaway Commons	NJ	Rockaway (New York)		100.0%			149,940	(2)
46.	Rockaway Town Plaza	NJ	Rockaway (New York)		100.0%			459,301	(2)
47.	Royal Eagle Plaza	FL	Coral Springs (Miami)		42.0%	(19)		202,996	(2)
48.	Shops at Arbor Walk, The	TX	Austin		100.0%			458,467	08/01/21	(22)		5.49%	Fixed		42,020		42,020
49.	Shops at North East Mall, The	TX	Hurst (Dallas)		100.0%			364,901	(2)
50.	St. Charles Towne Plaza	MD	Waldorf (Washington, D.C.)		100.0%			393,816	(2)
51.	Tippecanoe Plaza	IN	Lafayette		100.0%			90,522	(2)
52.	University Center	IN	Mishawaka		100.0%			150,406	(2)
53.	University Town Plaza	FL	Pensacola		100.0%			579,843	(2)
54.	Village Park Plaza	IN	Carmel (Indianapolis)		35.7%	(19)		575,576	07/01/15			4.60%	Fixed		29,850		1,235
55.	Washington Plaza	IN	Indianapolis		100.0%			50,107	(2)
56.	Waterford Lakes Town Center	FL	Orlando		100.0%			949,933	(2)
57.	West Ridge Plaza	KS	Topeka		100.0%			254,480	(2)
58.	West Town Corners	FL	Altamonte Springs (Orlando)		32.2%	(19)		385,366	07/01/15	(21)		4.60%	Fixed		18,800		778
59.	Westland Park Plaza	FL	Orange Park (Jacksonville)		32.2%	(19)		163,254	(2)
60.	White Oaks Plaza	IL	Springfield		100.0%			387,911	10/10/19	(20)		7.50%	Fixed		13,813		13,813
61.	Whitehall Mall	PA	Whitehall		38.0%	(5)		611,833	11/01/18			7.00%	Fixed		10,617		4,030
62.	Wolf Ranch	TX	Georgetown (Austin)		100.0%			627,804	(2)


	Total Community/Lifestyle Center Square Footage							19,555,807





	TMLP Properties
	Franklin Mills, The Esplanade, The Galleria at White Plains, Northpark Mall, and Sugarloaf Mills									(23)					731,586		306,017

	Total TMLP Properties Square Footage							5,608,105

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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
	Florida Keys Outlet Center, Huntley Outlet Center, Northfield								(12)(13)					131,790		124,720
	Square, Outlet Marketplace, Upper Valley Mall, Washington Square								(16)(43)

	Total Other Properties Square Footage						2,927,071





	TOTAL U.S. SQUARE FOOTAGE (24)						236,564,986





	International Properties
	AUSTRIA
1.	Parndorf Designer Outlets Phases 3 & 4	Vienna			90.0%		118,000	06/30/16	(37)		2.42%	Variable		50,920		45,828


	Subtotal Austria Square Footage						118,000
	CANADA
2.	Toronto Premium Outlets	Ontario			50.0%		358,200	07/09/15	(29)		2.37%	Variable		84,923		42,461


	Subtotal Canada Square Footage						358,200
	ITALY
3.	La Reggia Designer Outlets Phases 1 & 2	Marcianise (Naples)			60.0%		288,000	03/31/27	(37)		1.70%	Variable		91,085		54,651
4.	Noventa Di Piave Designer	Venice			60.0%		280,000	08/29/26	(37)		1.30%	Variable		48,835		29,301
	Outlets Phases 1, 2 & 3							06/30/27	(37)		2.79%	Variable		52,156		31,294


	Subtotal Italy Square Footage						568,000
	JAPAN
5.	Ami Premium Outlets	Ami (Tokyo)			40.0%		315,000	09/25/23	(25)		1.83%	Fixed		97,691		39,076
6.	Gotemba Premium Outlets	Gotemba City (Tokyo)			40.0%		481,500	02/28/18	(25)		0.56%	Fixed		24,039		9,615
7.	Kobe-Sanda Premium Outlets	Kobe (Osaka)			40.0%		441,000	01/31/14	(25)		1.70%	Fixed		954		382
								01/31/18	(25)		0.71%	Variable		41,961		16,784
8.	Rinku Premium Outlets	Izumisano (Osaka)			40.0%		416,500	11/25/14	(25)		1.85%	Fixed		5,290		2,116
								07/31/17	(25)		0.48%	Variable		17,154		6,862
9.	Sano Premium Outlets	Sano (Tokyo)			40.0%		390,800	05/31/18	(25)		0.51%	Variable		11,102		4,441
10.	Sendai-Izumi Premium Outlets	Izumi Park Town (Sendai)			40.0%		164,200	10/31/18	(25)		0.49%	Variable		18,107		7,243
11.	Shisui Premium Outlets	Shisui (Chiba)			40.0%		234,800	05/31/18	(25)		0.46%	Variable		50,700		20,280
12.	Toki Premium Outlets	Toki (Nagoya)			40.0%		289,600	04/30/15	(25)		1.00%	Variable		8,154		3,262
13.	Tosu Premium Outlets	Fukuoka (Kyushu)			40.0%		290,400	12/31/18	(25)		0.48%	Variable		22,110		8,844


	Subtotal Japan Square Footage						3,023,800

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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
14.	Busan Premium Outlets	Busan			50.0%		360,200	02/10/17	(26)		5.52%	Fixed		64,972		32,486
								02/13/17	(26)		4.98%	Variable		48,753		24,376
15.	Paju Premium Outlets	Paju (Seoul)			50.0%		442,900	11/28/19	(26)		4.08%	Fixed		102,817		51,409
16.	Yeoju Premium Outlets	Yeoju (Seoul)			50.0%		286,200	09/06/20	(26)		4.68%	Fixed		7,495		3,747


	Subtotal South Korea Square Footage						1,089,300
	MALAYSIA
17.	Johor Premium Outlets	Johor (Singapore)			50.0%		280,300	10/14/20	(27)		4.87%	Variable		25,285		12,643


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


	Subtotal Mexico Square Footage						278,000
	NETHERLANDS
19.	Roermond Designer Outlets Phases 2 & 3	Roermond			90.0%		173,000	12/01/17	(37)		2.62%	Variable		28,630		25,767
								12/01/17	(37)		5.12%	Fixed		66,804		60,124


	Subtotal Netherlands Square Footage						173,000
	UNITED KINGDOM
20.	Ashford Designer Outlets	Kent			22.5%		183,000	07/31/16	(38)		2.42%	Variable		6,598		1,485
								07/31/16	(38)		4.27%	Fixed		59,382		13,361


	Subtotal United Kingdom Square Footage						183,000



	TOTAL INTERNATIONAL SQUARE FOOTAGE (28)						6,071,600





	TOTAL SQUARE FOOTAGE						242,636,586




	Other Secured Indebtedness								(30)					151,984		68,573



	TOTAL SECURED INDEBTEDNESS												$	21,199,815	$	14,112,370	(31)





	Our Share of Consolidated Mortgage Debt														$	8,018,424

	Our Share of Joint Venture Mortgage Debt														$	6,093,946

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 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	(39)		4.90%	Fixed			200,000
Simon Property Group, LP (Sr. Notes)		05/15/14	(41)		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 - USD Currency		10/30/16	(8)		1.12%	Variable			300,000	(40)
Revolving Credit Facility - Euro Currency		10/30/16	(8)(32)		1.15%	Variable			660,113
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)		1.06%	Variable			212,186
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 (Euro Sr. Notes)		10/02/20	(42)		2.38%	Fixed			1,035,742
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								$	15,382,523	(18)

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 2013

FOOTNOTES:
(1): Variable rate debt interest rates are based on the following base rates as of December 31, 2013: 1M LIBOR at .17%; 1M EUR LIBOR at .2%; 6M EUR LIBOR at .35%; 1M YEN LIBOR at .11%; 6M YEN LIBOR at .21%; 1M CDOR at 1.22%; KLIBOR at 3.16% 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): Upper Valley Mall is comprised of a $27.0 million note at 5.89% and a $20.0 million note that is non-interest bearing.
(13): Washington Square is comprised of a $15.0 million note at 5.94% and a $12.8 million note that is non-interest bearing.
(14): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(15): These three properties are secured by cross-collateralized and cross-defaulted mortgages.
(16): These ten properties (which includes Florida Keys Outlet Center and Huntley Outlet Center) are secured by cross-collateralized and cross-defaulted mortgages.
(17): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(18): Also represents our share of Total Unsecured Indebtedness.
(19): 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 five properties with interest rates ranging from 4.5% to 7.32% and maturities between 2015 and 2023.
(24): Includes office space of 2,199,172 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 - 75,110 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 - 112,311 sq. ft.
Domain, The - 154,055 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 31.2 billion.
(26): Amounts shown in USD equivalent; Won equivalent is 236.2 billion.
(27): Amounts shown in USD equivalent; Ringgit equivalent is 83.2 million.
(28): Does not include Klépierre.
(29): Amount shown in USD equivalent; CAD equivalent is 90.4 million.
(30): Consists of seven loans with interest rates ranging from 1.82% to 6.53% and maturities between 2016 and 2021.

4Q 2013 SUPPLEMENTAL

Table of Contents

Property and Debt Information
As of December 31, 2013

(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 $190.8 million of payment guarantees provided by the Operating Partnership (of which $83.0 million is recoverable from our venture partner under the partnership agreement).
(32): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Euro 478.0 million.
(33): Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Yen 22.3 billion.
(34): These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(35): Mortgage was repaid on January 2, 2014.
(36): Loan refinanced after 12/31/13.
(37): Amounts shown in USD equivalent; Euro equivalent is 245.1 million.
(38): Amounts shown in USD equivalent; GBP equivalent is 40.0 million.
(39): Unsecured Note was repaid at maturity.
(40): $300.0 million draw on December 30, 2013 was used to partially fund the payoff of the Sawgrass Mills mortgage on January 2, 2014. The entire outstanding balance on the Revolving Credit Facility - USD Currency was repaid on January 22, 2014.
(41): Unsecured Note anticipated to be repaid on February 14, 2014 (call at par date).
(42): Amount shown in USD equivalent; Euro equivalent is 750.0 million.
(43): Consists of five encumbered properties with interest rates ranging from 5.51% to 6.05% and maturities between 2014 and 2016.

4Q 2013 SUPPLEMENTAL

Simon Property (SPG) 8-KResults of Operations and Financial Condition