QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2014

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 2.02.    Results of Operations and Financial Condition

On April 22, 2014, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended March 31, 2014 and other matters. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated by reference into this report.

Item 7.01.    Regulation FD Disclosure

Exhibit 99.1 also includes supplemental financial and operating information for the quarter ended March 31, 2014.

Item 9.01.    Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

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

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

Reconciliations of each of these non-GAAP measures to the most-directly comparable GAAP measure are included in the exhibit.

The information in this report and the exhibit filed herewith is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Items 2.02 and 7.01 of Form 8-K, will not be incorporated by reference into any filing under the Securities Act of 1933, as amended.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 22, 2014

---

QuickLinks

Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits

SIGNATURES

Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

SIMON PROPERTY GROUP

 
 
  

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED FIRST QUARTER 2014

---

TABLE OF CONTENTS

---

Table of Contents

EARNINGS RELEASE

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP REPORTS FIRST QUARTER RESULTS AND
RAISES QUARTERLY DIVIDEND

INDIANAPOLIS, April 22, 2014 - Simon Property Group, Inc. (NYSE:SPG) today reported results for the quarter ended March 31, 2014.

RESULTS FOR THE QUARTER

•

Funds from Operations ("FFO") was $865.3 million, or $2.38 per diluted share, as compared to $741.9 million, or $2.05 per diluted share, in the prior year period. The FFO increase per diluted share was 16.1%.

•

Net income attributable to common stockholders was $341.6 million, or $1.10 per diluted share, as compared to $283.1 million, or $0.91 per diluted share, in the prior year period.

"We are off to an outstanding start in 2014, reporting strong financial and operating results led by a 16.1% growth in FFO per diluted share," said David Simon, Chairman and CEO. "The increase in comparable property net operating income of 3.7% was driven by strong releasing spreads and occupancy gains, and demonstrates our ability to continue to increase our cash flow. We are increasing our full-year 2014 guidance and raising our dividend due to our strong first quarter performance and expectations for continued growth."

---

Table of Contents

EARNINGS RELEASE

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

DIVIDENDS

Today the Company announced that the Board of Directors declared a quarterly common stock dividend of $1.30 per share. This is an increase of $0.05 from the previous quarter, and a year-over-year increase of 13%. The dividend will be payable on May 30, 2014 to stockholders of record on May 16, 2014.

The Company also declared the quarterly dividend on its 8³/8% Series J Cumulative Redeemable Preferred Stock (NYSE:SPGPrJ) of $1.046875 per share, payable on June 30, 2014 to stockholders of record on June 16, 2014.

DEVELOPMENT ACTIVITY

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

•

Stanford Shopping Center in Palo Alto, California - relocation of Bloomingdale's (opening October 2014), and a 120,000 square foot small shop expansion including restaurants and leading retailers

•

Houston Galleria in Houston, Texas - relocation of Saks Fifth Avenue, and 105,000 square foot small shop expansion including restaurants and leading retailers

•

Yeoju Premium Outlets in Yeoju (Seoul), Korea - 259,000 square foot expansion of this highly productive outlet center

Redevelopment and expansion projects, including the addition of new anchors, are underway at 29 properties in the U.S., Asia and Mexico.

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

•

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.

---

Table of Contents

EARNINGS RELEASE

•

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.

The Company's share of the costs of all development and redevelopment projects currently under construction is approximately $1.5 billion.

ACQUISITIONS AND DISPOSITIONS

As previously announced in January 2014, we acquired our joint venture partners' remaining interest in Kravco Simon Investments, an owner of interests in a portfolio of 10 assets. This transaction included the remaining interest in King of Prussia Mall, bringing our ownership of that asset to 100%.

In January, we completed the acquisition of our joint venture partner's interest in Arizona Mills, as well as land in Oyster Bay, Long Island for future development. We now own 100% of Arizona Mills.

FINANCING ACTIVITY

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.

On April 7th, the Company announced that it had amended and extended its $4.0 billion unsecured multi-currency revolving credit facility. The newly refinanced facility, which can be increased to $5.0 billion during its term, will initially mature on June 30, 2018 and can be extended for an additional year to June 30, 2019 at the Company's sole option. The interest rate on the amended revolver is reduced to LIBOR plus 80 basis points from LIBOR plus 95 basis points. The Company has a combined $6.0 billion of total revolving credit capacity.

WASHINGTON PRIME GROUP INC. SPIN-OFF

Activities continue related to the announced spin-off transaction of our strip centers and smaller enclosed malls. During the first quarter, we announced the senior management team and Board of Directors for Washington Prime Group Inc. We continue to expect the transaction will be completed in the second quarter of 2014.

2014 GUIDANCE

Today the Company increased its FFO guidance by $0.10 to a range of $9.60 to $9.70 per diluted share for the year ending December 31, 2014, and net income to a range of $4.55 to $4.65 per diluted share. This guidance does not take into consideration any impact from the previously mentioned spin-off of Washington Prime Group. The Company plans to update guidance once the spin-off transaction is completed.

---

Table of Contents

EARNINGS RELEASE

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

CONFERENCE CALL

Simon Property Group will hold a conference call to discuss the quarterly financial results today at 11:00 a.m. Eastern Time, Tuesday, April 22, 2014. Live streaming audio of the conference call will be accessible at investors.simon.com. An online replay will be available until May 6, 2014 at investors.simon.com.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our first quarter 2014 performance is available at investors.simon.com. This information has also been furnished to the SEC in a current report on Form 8-K.

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

NON-GAAP FINANCIAL MEASURES

This press release includes FFO 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.

---

Table of Contents

EARNINGS RELEASE

FORWARD-LOOKING STATEMENTS

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate and currency risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic conditions, changes in market rental rates, 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. We currently own or have an interest in more than 325 retail real estate properties in North America, Asia and Europe comprising approximately 242 million square feet. We are headquartered in Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more information, visit simon.com.

---

Table of Contents

EARNINGS RELEASE

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

---

Table of Contents

EARNINGS RELEASE

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

---

Table of Contents

EARNINGS RELEASE

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

---

Table of Contents

EARNINGS RELEASE

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

---

Table of Contents

EARNINGS RELEASE

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

---

Table of Contents

EARNINGS RELEASE

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

NOTES:

(A)

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

(B)

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

(C)

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

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

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

(D)

Includes our share of:

-

Gains on land sales of $6.8 million and $0.4 million for the three months ended March 31, 2014 and 2013, respectively

-

Straight-line adjustments to minimum rent of $14.0 million and $12.8 million for the three months ended March 31, 2014 and 2013, respectively

-

Amortization of fair market value of leases from acquisitions of $5.4 million and $10.7 million for the three months ended March 31, 2014 and 2013, respectively

-

Debt premium amortization of $16.1 million and $10.9 million for the three months ended March 31, 2014 and 2013, respectively.

---

Table of Contents

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 March 31, 2014, we owned or had an interest in 327 properties comprising 242 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 March 31, 2014, for the Company and the Operating Partnership.

On December 13, 2013, we announced a plan to spin off 54 strip centers and 44 smaller enclosed mall properties totaling approximately 53 million square feet into a subsidiary, Washington Prime Group Inc. (WPG). Following the spin-off, WPG is expected to become an independent, publicly traded REIT. The spin-off is expected to be effectuated through a pro rata special distribution of all of the outstanding common shares of WPG to holders of our common stock as of the distribution record date, and is intended to qualify as a tax-free distribution for U.S. federal income tax purposes. At the time of the separation and distribution, WPG will own a percentage of the outstanding units of partnership interest of its operating partnership subsidiary, WPG, L.P., that is equal to the percentage of outstanding units of partnership interest that we own in the Operating Partnership, with the remaining units of WPG, L.P. owned by the limited partners of the Operating Partnership. We expect the transaction will become effective in the second quarter of 2014. The transaction is subject to certain conditions, including declaration by the U.S. Securities and Exchange Commission that WPG's registration statement on Form 10 is effective, filing and approval of WPG's listing application, customary third party consents, and formal approval and declaration of the distribution by our Board of Directors. We may, at any time and for any reason until the proposed transaction is complete, abandon the spin-off or modify or change its terms.

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

Any questions, comments or suggestions regarding this Supplemental Information should be directed to Liz Zale, Senior Vice President of Corporate Affairs (lzale@simon.com or 212.745.9623) or Tom Ward, Vice President of Investor Relations (tom.ward@simon.com or 317.685.7330).

---

Table of Contents

OVERVIEW

REPORTING CALENDAR

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

STOCK INFORMATION

The Company's common stock and one issue of preferred stock are traded on the New York Stock Exchange under the following symbols:

CREDIT RATINGS

SENIOR UNSECURED DEBT COVENANTS ⁽¹⁾

---

Table of Contents

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

 

---

Table of Contents

PRO-RATA STATEMENT OF OPERATIONS
(In thousands)

---

Table of Contents

PRO-RATA BALANCE SHEET
(In thousands)

BASIS OF PRESENTATION:

We present balance sheet and income statement data on a pro-rata basis reflecting our proportionate economic ownership of each asset in our portfolio. The consolidated amounts shown are prepared on a consistent basis with our consolidated financial statements. Our Share of Joint Ventures column was derived on a property-by-property basis by applying the same percentage interests used to arrive at Our Total Share on the Pro-Rata Statement of Operations for the three months ended March 31, 2014 and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

---

Table of Contents

NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Three Months Ended March 31, 2014

 
  

(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.

---

Table of Contents

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

---

Table of Contents

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

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

The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 19 and 20 and in the Earnings Release for the latest period.

---

Table of Contents

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

 

---

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION

(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.

---

Table of Contents

THE MILLS, COMMUNITY/LIFESTYLE CENTERS AND
INTERNATIONAL OPERATING INFORMATION

---

Table of Contents

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

---

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS TOP TENANTS

TOP INLINE STORE TENANTS (sorted by percentage of total base minimum rent for U.S. properties)

TOP ANCHORS (sorted by percentage of total square footage in U.S. properties) ⁽¹⁾

---

Table of Contents

CAPITAL EXPENDITURES
(In thousands)

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

U.S. ANCHOR/BIG BOX OPENINGS

---

Table of Contents

U.S. ANCHOR/BIG BOX OPENINGS

---

Table of Contents

COMMON AND PREFERRED STOCK INFORMATION

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

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

---

Table of Contents

CREDIT PROFILE
(As of March 31, unless otherwise indicated)

---

Table of Contents

SUMMARY OF INDEBTEDNESS
As of March 31, 2014
(In thousands)

(1)

Amounts give effect to outstanding derivative instruments as footnoted in the Property and Debt Information.

(2)

See footnote 23 on the Property and Debt information.

(3)

Our share of total indebtedness includes $1.3 billion of secured debt on Washington Prime Group assets, and therefore will not be included in our share of total indebtedness after completion of the spin-off.

---

Table of Contents

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

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of March 31, 2014: 1M LIBOR at .15%; 1M EUR LIBOR at .21%; 1M EURIBOR at .24%; 3M EURIBOR at .31%; 6M EURIBOR at .42%; 1M YEN LIBOR at .1%; 6M YEN LIBOR at .19%; 1M CDOR at 1.23%; KLIBOR at 3.15% and 91 Day Korean CD rate at 2.65%.

(2)

Unencumbered asset

(3)

This property is managed by a third party.

(4)

The Operating Partnership's direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners or the Operating Partnership.

(5)

These two properties are secured by cross-collateralized and cross-defaulted mortgages.

(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 4.50% to 7.32% and maturities between 2015 and 2023.

(24)

Includes office space of 2,197,273 square feet including the following centers with more than 20,000 square feet of office space:

(25)

Amounts shown in USD equivalent; Yen equivalent is 29.7 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 241.3 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 88.7 million.

(28)

Does not include Klépierre.

(29)

Amount shown in USD equivalent; CAD equivalent is 93.0 million.

(30)

Consists of seven loans with interest rates ranging from 1.80% to 6.53% and maturities between 2016 and 2021.

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of March 31, 2014

(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 $201.1 million of payment guarantees provided by the Operating Partnership (of which $84.8 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)

These two properties are secured by cross-collateralized and cross-defaulted mortgages.

(36)

Consists of five encumbered properties with interest rates ranging from 5.51% to 6.05% and maturities between 2014 and 2016.

(37)

Amounts shown in USD equivalent; Euro equivalent is 243.6 million.

(38)

Amounts shown in USD equivalent; GBP equivalent is 40.0 million.

(39)

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

(40)

Our $4.0 billion revolving credit facility has been amended and extended as of April 7, 2014 with a new maturity date of June 30, 2019.

(41)

This debt is on a Washington Prime Group asset, and therefore will not be included in our indebtedness after completion of the spin-off.

(42)

Includes $1.3 billion of secured debt on Washington Prime Group assets, and therefore will not be included in our share of total indebtedness after completion of the spin-off.

*

Property part of Washington Prime Group spin-off announced on December 13, 2013.

---