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): July 24, 2015

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

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

o

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

o

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

o

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

o

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

---

Item 2.02.    Results of Operations and Financial Condition

On July 24, 2015, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended June 30, 2015 and other matters. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated by reference into this report.

Item 7.01.    Regulation FD Disclosure

Exhibit 99.1 also includes supplemental financial and operating information for the quarter ended June 30, 2015.

Item 9.01.    Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

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

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

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

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

---

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: July 24, 2015

---

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

Exhibit 99.1

SIMON PROPERTY GROUP

 

EARNINGS RELEASE & SUPPLEMENTAL INFORMATION
UNAUDITED SECOND QUARTER 2015

---

Table of Contents

TABLE OF CONTENTS

---

Table of Contents

EARNINGS RELEASE

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

INDIANAPOLIS, July 24, 2015 - Simon, a leading global retail real estate company, today reported results for the quarter ended June 30, 2015.

RESULTS FOR THE QUARTER ¹

•

Funds from Operations ("FFO") was $955.4 million, or $2.63 per diluted share, as compared to $783.8 million, or $2.16 per diluted share, in the prior year period, a 21.8% increase. Included in the second quarter 2015 results is $80.2 million, or $0.22 per diluted share, related to a gain upon sale of marketable securities. The second quarter 2014 results include a net contribution of $0.05 per diluted share from the Washington Prime Group Inc. ("WPG") properties that were spun-off effective May 28, 2014.

•

Net income attributable to common stockholders was $472.9 million, or $1.52 per diluted share, as compared to $406.6 million, or $1.31 per diluted share, in the prior year period.

•

Growth in comparable FFO per diluted share for the three months ended June 30, 2015 was 14.2%.

RESULTS FOR THE SIX MONTHS ¹

•

Funds from Operations ("FFO") was $1.786 billion, or $4.92 per diluted share, as compared to $1.649 billion, or $4.54 per diluted share, in the prior year period.

•

Net income attributable to common stockholders was $835.1 million, or $2.69 per diluted share, as compared to $748.2 million, or $2.41 per diluted share, in the prior year period.

•

Growth in comparable FFO per diluted share for the six months ended June 30, 2015 was 10.8%.

1

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

---

Table of Contents

EARNINGS RELEASE

"This was an excellent quarter for Simon, with strong financial and operational performance," said David Simon, Chairman and CEO. "Our growing development and redevelopment opportunities position us to continue to deliver strong results for our stockholders. Based upon our results to date and expectations for the remainder of 2015, we are once again raising our quarterly dividend and increasing our full-year 2015 guidance."

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

(1)

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

(2)

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

(3)

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

COMPARABLE PROPERTY NET OPERATING INCOME

Comparable property NOI growth for the three months ended June 30, 2015 was 3.6%. The growth for the six months ended June 30, 2015 was 3.5%. Comparable properties include U.S. Malls, Premium Outlets and The Mills.

DIVIDENDS

Today Simon's Board of Directors declared a quarterly common stock dividend of $1.55 per share. This is a 19.2% increase year-over-year and an increase of $0.05 or 3.3% from the previous quarter. The dividend will be payable on August 31, 2015 to stockholders of record on August 17, 2015.

Simon's Board of Directors also declared the quarterly dividend on its 8³/8% Series J Cumulative Redeemable Preferred Stock (NYSE: SPGPrJ) of $1.046875 per share, payable on September 30, 2015 to stockholders of record on September 16, 2015.

DEVELOPMENT ACTIVITY

During the quarter, we completed a 140,000 square foot expansion of Las Vegas North Premium Outlets, one of the most productive and well-known outlet centers in North America; and a 130,000 square foot expansion of Shisui Premium Outlets, a highly productive center in Shisui (Chiba), Japan.

---

Table of Contents

EARNINGS RELEASE

Construction continues on three new Premium Outlets opening in 2015:

•

Gloucester Premium Outlets in Gloucester, New Jersey, serving the greater Philadelphia metropolitan area, is a 375,000 square foot center scheduled to open in August. Simon owns a 50% interest in this project.

•

Tucson Premium Outlets is a 366,000 square foot center scheduled to open in October. Simon owns 100% of this project.

•

Tampa Premium Outlets is a 441,000 square foot center scheduled to open in October. Simon owns 100% of this project.

Construction continues on other significant expansion projects including Roosevelt Field, Del Amo Fashion Center, King of Prussia, The Galleria in Houston, Woodbury Common Premium Outlets, San Francisco Premium Outlets and Chicago Premium Outlets.

At quarter-end, redevelopment and expansion projects, including the addition of new anchors, were underway at 28 properties in the U.S. Simon's share of the costs of all development and redevelopment projects under construction at quarter-end was approximately $2.3 billion.

During the second quarter, construction started on two significant new development projects:

•

The Shops at Clearfork in Fort Worth, Texas - 590,000 square foot center projected to open in February 2017. Simon owns a 45% interest in this project.

•

A 355,000 square foot upscale outlet center located in Columbus, Ohio projected to open in June 2016. Simon owns a 50% interest in this project.

We entered into a partnership to jointly develop the 500,000 square foot retail component to Brickell City Centre in Miami, Florida, projected to open in September 2016. Simon owns a 25% interest in this project.

In addition, Vancouver Designer Outlet in Vancouver, British Columbia, Canada opened on July 9^th. The center serves the greater Vancouver metropolitan market with 242,000 square feet of high-quality, name brand stores. Simon owns a 45% interest in this center.

JOINT VENTURE TRANSACTION

During the second quarter, we created a joint venture with Sears Holdings Corporation that includes 10 Sears stores located at our malls. Sears Holdings subsequently sold its interest in the joint venture to Seritage Growth Properties. Sears Holdings is leasing and continues to operate the existing stores at the properties and the joint venture will have the ability to create additional value through re-developing the contributed properties and re-leasing space at each property to third-party tenants. In July, we purchased 1,125,760 Seritage Growth Properties common shares at $29.58 per share.

In addition to the joint venture, we separately acquired a Sears store at the La Plaza Mall in McAllen, Texas.

FINANCING ACTIVITY

The Company was active in the secured debt markets in the first half of the year continuing to lower our effective borrowing costs. We closed on seven new loans totaling approximately $2.4 billion, or the non-U.S. dollar equivalent thereof, of which SPG's share is $1.2 billion. The weighted average interest rate on these loans is 2.9% and term is 8.0 years.

---

Table of Contents

EARNINGS RELEASE

As of June 30, 2015, Simon had over $5.5 billion of liquidity consisting of cash on hand, including its share of joint venture cash, and its available revolving credit facility capacity.

COMMON STOCK REPURCHASE PROGRAM

On April 2^nd, the Company announced that its Board of Directors authorized a common stock repurchase program. Under the program, the Company may purchase up to $2 billion of its common stock over the next 24 months as market conditions warrant. The shares may be purchased in the open market or in privately negotiated transactions.

During the quarter ended June 30, 2015, the Company invested $505.7 million for the purchase of 1,903,340 shares of its common stock and 944,359 limited partnership units.

2015 GUIDANCE

Today, the Company is raising both the low and high ends of its previously provided full year 2015 FFO range and currently estimates a range of $10.02 to $10.07 per diluted share for the year ending December 31, 2015, with net income to be within a range of $5.47 to $5.52 per diluted share.

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

For the year ending December 31, 2015

CONFERENCE CALL

Simon will hold a conference call to discuss the quarterly financial results today at 11:00 a.m. Eastern Time, Friday, July 24, 2015. A live webcast of the conference call will be accessible in listen-only mode at investors.simon.com. An audio replay of the conference call will be available until July 31, 2015. To access the audio replay, dial 1-888-286-8010 (international 617-801-6888) passcode 52068250.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our second quarter 2015 performance is available at investors.simon.com. This information has also been furnished to the SEC in a current report on Form 8-K.

---

Table of Contents

EARNINGS RELEASE

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

NON-GAAP FINANCIAL MEASURES

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

FORWARD-LOOKING STATEMENTS

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

ABOUT SIMON

Simon is a global leader in retail real estate ownership, management and development and a S&P100 company (Simon Property Group, NYSE:SPG). Our industry-leading retail properties and investments across North America, Europe and Asia provide shopping experiences for millions of consumers every day and generate billions in annual retail sales. For more information, visit simon.com.

---

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

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

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

(D)

Includes our share of:

-

Gains on land sales of $3.6 million and $5.6 million for the three months ended June 30, 2015 and 2014, respectively, and $3.7 million and $12.4 million for the six months ended June 30, 2015 and 2014, respectively.

-

Straight-line adjustments to minimum rent of $16.8 million and $13.3 million for the three months ended June 30, 2015 and 2014, respectively (including $0.2 million related to WPG in 2014), and $33.2 million and $27.3 million for the six months ended June 30, 2015 and 2014, respectively (including $0.3 million related to WPG in 2014).

---

Table of Contents

-

Amortization of fair market value of leases from acquisitions of $3.2 million and $3.1 million for the three months ended June 30, 2015 and 2014, respectively (including $0.1 million related to WPG in 2014), and $6.6 million and $8.5 million for the six months ended June 30, 2015 and 2014, respectively (including $0.3 million related to WPG in 2014).



-

Debt premium amortization of $5.4 million and $5.3 million for the three months ended June 30, 2015 and 2014, respectively (including $0.1 million related to WPG in 2014), and $12.6 million and $21.4 million for the six months ended June 30, 2015 and 2014, respectively (including $0.2 million related to WPG in 2014).

(E)

Includes FFO of the operating partnership related to the sale of marketable securities of $80.2 million for the three and six months ended June 30, 2015. Includes FFO of the operating partnership related to WPG of $19.7 million ($57.9 million from operations net of $38.2 million of transaction expenses) for the three months ended June 30, 2014 and $108.0 million ($146.2 million from operations net of $38.2 million of transaction expenses) for the six months ended June 30, 2014.

(F)

Includes Basic and Diluted FFO per share related to the sale of marketable securities of $0.22 for the three and six months ended June 30, 2015. Includes Basic and Diluted FFO per share related to WPG operations of $0.05 ($0.15 from operations net of $0.10 of transaction expenses) for the three months ended June 30, 2014 and $0.30 ($0.40 from operations net of $0.10 of transaction expenses) for the six months ended June 30, 2014.

(G)

Includes Diluted FFO allocable to common stockholders related to WPG of $16.8 million for the three months ended June 30, 2014 and $92.4 million for the six months ended June 30, 2014.

(H)

Reconciliation of reported earnings per share to comparable earnings per share and FFO per share to comparable FFO per share:

---

Table of Contents

(1)

Three and six month periods ended June 30, 2014 include a gain on disposition of $0.37 per diluted share related to Klépierre's sale of a portfolio of 126 retail galleries.

---

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 Group, Inc., the Operating Partnership, and its subsidiaries. We are engaged primarily in the ownership, development and management of retail real estate properties including Malls, Premium Outlets®, The Mills®, and International Properties. At June 30, 2015, we owned or had an interest in 228 properties comprising 189 million square feet in North America, Asia and Europe. Additionally, at June 30, 2015, we had an 20.3% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 16 European countries.

This package was prepared to provide operational and balance sheet information as of June 30, 2015, for the Company and the Operating Partnership.

On May 28, 2014, we completed the spin-off of 98 smaller malls and community centers to Washington Prime Group Inc. (WPG), now doing business as WP GLIMCHER. Results from the properties transferred to WPG (WPG properties) are included in our financial information as discontinued operations through May 28, 2014.

Certain statements made in this Supplemental Package may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that 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, security breaches that could compromise our information technology or infrastructure or personally identifiable data of customers of our retail properties, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, 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, the loss of key management personnel 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 Tom Ward, Vice President of Investor Relations (tom.ward@simon.com or 317.685.7330).

REPORTING CALENDAR

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

---

Table of Contents

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:

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 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 joint venture ownership percentage interests used to arrive at our share of net income during the period and applying them to all financial statement line items of each property. A similar calculation was performed for noncontrolling interests.

---

Table of Contents

NET OPERATING INCOME (NOI) COMPOSITION ⁽¹⁾
For the Six Months Ended June 30, 2015

 

(1)

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

(2)

Includes Klépierre, international Premium Outlets and international Designer Outlets.

---

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 other non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 18-19, 22 and 23 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⁾

(1)

Excludes WPG properties and all prior periods have been restated.

(2)

Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation.

(3)

Total Sales PSF is defined as total sales of the tenants open and operating in the center during the reporting period divided by the associated company owned and occupied GLA on a trailing 12-month basis. Includes tenant sales activity for all months a tenant is open within the trailing 12-month period. In accordance with the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, only stores with less than 10,000 square feet are included for malls. All company owned space is included for Premium Outlets.

(4)

Base Minimum Rent PSF is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in Ending Occupancy as defined above.

(5)

Releasing Spread is a "same space" measure that compares opening and closing rates on individual spaces, including spaces greater than 10,000 square feet. The Opening Rate is the average of the initial cash Total Rent PSF for spaces leased during the trailing 12-month period, and includes new leases and existing tenant renewals, amendments and relocations (including expansions and downsizings). The Closing Rate is the average of the final cash Total Rent PSF as of the month the tenant terminates or closes. Total Rent PSF includes Base Minimum Rent, common area maintenance (CAM) and base percentage rent. It includes leasing activity on all spaces occupied by tenants that would qualify to be included in Ending Occupancy as defined above as long as the opening and closing dates are within 24 months of one another.

(6)

Occupancy Cost as a Percentage of Sales is the trailing 12-month Base Minimum Rent, plus all applicable ancillary charges, plus overage rent, if applicable (based on last 12 months of sales), divided by the trailing 12-month Total Sales PSF for the same tenants.

---

Table of Contents

THE MILLS 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 ⁽¹⁾
As of June 30, 2015
(in millions, except percent)

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

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

---

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, 2014 through June 30, 2015

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

---

Table of Contents

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

(1)

Includes WPG properties NOI and FFO through the effective date of the WPG spin-off, net of transaction expenses related to the spin-off of WPG.

(2)

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

(3)

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

---

Table of Contents

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

---

Table of Contents

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

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

---

Table of Contents

PROPERTY AND DEBT INFORMATION
As of June 30, 2015

FOOTNOTES:

 

(1)

Variable rate debt interest rates are based on the following base rates as of June 30, 2015: 1M LIBOR at .19%; 1M EUR LIBOR at -.06%; 1M EURIBOR at -.06%; 3M EURIBOR at -.01%; 6M EURIBOR at .05%; 1M YEN LIBOR at .06%; 6M YEN LIBOR at .14%; 1M CDOR at .99%; KLIBOR at 3.39% and 91 Day Korean CD rate at 1.65%.

(2)

Unencumbered asset.

(3)

This property is managed by a third party.

(4)

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

(5)

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

(6)

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

(7)

The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.

(8)

Includes applicable extensions available at our option.

(9)

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

(10)

The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.

(11)

Through an interest rate swap agreement, interest is essentially fixed at the all-in-rate presented.

(12)

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

(13)

Loan refinanced after June 30, 2015.

(14)

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

(15)

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

(16)

These ten properties (which includes Florida Keys Outlet Center, Huntley Outlet Center and Naples Outlet Center) are secured by cross-collateralized and cross-defaulted mortgages.

(17)

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

(18)

Also represents our share of Total Unsecured Indebtedness.

(19)

Amounts shown in USD equivalent; balance includes borrowings on multi-currency tranche of Yen 22.3 billion.

(20)

Amounts shown in USD equivalent; Euro equivalent is 394.5 million.

(21)

Consists of five encumbered properties with interest rates ranging from 3.09% to 5.62% and maturities between 2016 and 2020.

(22)

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

(23)

Includes five properties with interest rates ranging from 4.50% to 7.32% and maturities between 2015 and 2023.

(24)

Includes office space of 1,889,925 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 32.7 billion.

(26)

Amounts shown in USD equivalent; Won equivalent is 301.9 billion.

(27)

Amounts shown in USD equivalent; Ringgit equivalent is 85.5 million.

(28)

Does not include Klépierre.

(29)

Amount shown in USD equivalent; CAD equivalent is 278.7 million.

(30)

Consists of eight loans with interest rates ranging from 1.69% to 6.53% and maturities between 2016 and 2021.

(31)

Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including TMLP. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $319.9 million of payment guarantees provided by the Operating Partnership (of which $96.7 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 914.0 million.

---