EX-99.1 2 a13-10806_1ex99d1.htm EX-99.1

Exhibit 99.1

 

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

 


Table of Contents 1 (1) Includes reconciliation of consolidated net income to funds from operations. 34-47 Property and Debt Information 33 Total Debt Amortization and Maturities by Year (Our Share) 32 Summary of Indebtedness Preferred Stock/Units Outstanding Changes in Common Share and Limited Partnership Unit Ownership 31 Common and Preferred Stock Information Balance Sheet Information 29-30 U.S. Anchor/Big Box Openings 25-28 Development Activity Report 24 Development Activity Summary 23 Capital Expenditures Development Activity 22 U.S. Mall and Premium Outlets Top Tenants 21 U.S. Mall and Premium Outlets Lease Expirations 20 The Mills, Community/Lifestyle Centers and International Operational Information 19 U.S. Mall and Premium Outlets Operational Information Operational Data 18 Analysis of Other Income, Other Expense and Capitalized Interest Funds from Operations to Funds Available for Distribution Consolidated Net Income to Net Operating Income 17 Reconciliations of Non-GAAP Financial Measures 16 NOI Composition 15 Pro-Rata Balance Sheet 14 Pro-Rata Statement of Operations 13 Selected Financial and Equity Information Financial Data 12 Stock Information, Credit Ratings and Senior Unsecured Debt Covenants 11 The Company and Reporting Calendar Overview 2-10 Earnings Release (1) Page For the Quarter Ended March 31, 2013 Earnings Release and Supplemental Information

 


Earnings Release 2 SIMON PROPERTY GROUP REPORTS FIRST QUARTER RESULTS AND ANNOUNCES QUARTERLY DIVIDEND Indianapolis, Indiana – April 26, 2013Simon Property Group, Inc. (the “Company”) (NYSE:SPG) today reported results for the quarter ended March 31, 2013. Funds from Operations (“FFO”) was $741.9 million, or $2.05 per diluted share, as compared to $648.7 million, or $1.82 per diluted share, in the prior year period. The FFO increase on a per share basis was 12.6%. Net income attributable to common stockholders was $283.1 million, or $0.91 per diluted share, as compared to $645.4 million, or $2.18 per diluted share, in the prior year period. Results for the first quarter of 2012 include primarily non-cash net gains from acquisitions and dispositions of $1.39 per share. “Our Mall and Premium Outlet portfolio generated 4.8% growth in comparable property net operating income for the quarter as well as a 5.3% increase in tenant sales per square foot,” said David Simon, chairman and chief executive officer. “Occupancy increased by 110 basis points and leasing activity remains strong. Given these results and factors, as well as our current view for the remainder of 2013, today we are increasing our 2013 guidance.” U.S. Operational Statistics(1) As of As of % March 31, 2013 March 31, 2012 Increase Occupancy(2) 94.7% 93.6% +110 basis points Total Sales per Sq. Ft. (3) $575 $546 5.3% Base Minimum Rent per Sq. Ft. (2) $41.05 $39.87 3.0% Releasing Spread per Sq. Ft. (2)(4) $7.00 $4.74 + $2.26 Releasing Spread (Percentage Change) (2)(4) 13.4% 9.7% +370 basis points (1) Combined information for U.S. Malls and Premium Outlets®. (2) Represents mall stores in Malls and all owned square footage in Premium Outlets. (3) Rolling 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. (4) 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 $1.15 per share. The dividend is payable on May 31, 2013 to stockholders of record on May 17, 2013. The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred Stock (NYSE:SPGPrJ) of $1.046875 per share, payable on June 28, 2013 to stockholders of record on June 14, 2013. Development Activity On April 4th, the Company opened Phoenix Premium Outlets. This center serves the greater Phoenix and Scottsdale areas and is located in Chandler, Arizona on Interstate 10, adjacent to the Wild Horse Pass Hotel & Casino within the Wild Horse Pass Development. Phase I of the project is 100% leased and is comprised of 360,000 square feet with 90 outlet stores featuring high-quality designer and name brands. The Company owns 100% of Phoenix Premium Outlets.

 


3 On April 19th, the Company opened Shisui Premium Outlets, its 77th Premium Outlet Center worldwide. The center is located approximately 40 miles from the center of Tokyo, approximately one hour from Tokyo by car. Phase I of the project is 100% leased and is comprised of 234,000 square feet with 120 stores featuring a mix of international brands, Japanese brands and restaurants. The Company owns a 40% interest in this project, its ninth Premium Outlet Center in Japan. Construction continues on three new Premium Outlet Centers, all scheduled to open in 2013: Toronto Premium Outlets in Halton Hills (Toronto), Canada is a 360,000 square foot center that will house over 100 high quality outlet stores. The center is expected to be the Canadian entry point for selected upscale, U.S. retailers and designer brands and is 85% leased. The Company owns a 50% interest in this project which will open on August 1st. St. Louis Premium Outlets in Chesterfield (St. Louis), Missouri is located on the south side of I-64/US Highway 40 east of the Daniel Boone Bridge. The center’s first phase of 350,000 square feet with 85 stores is 96% leased and will open on August 22nd. St. Louis Premium Outlets is a part of Chesterfield Blue Valley, a mixed-use development to include office space, hotel, restaurant and entertainment venues. The Company owns a 60% interest in the project. Busan Premium Outlets in Busan, Korea is a 340,000 square foot center that will serve southeastern Korea, including the cities of Busan, Ulsan and Daegu, as well as local and overseas visitors. The center will open in late August. The Company owns a 50% interest in this project, which will be its third Premium Outlet Center in Korea. Redevelopment and expansion projects, including the addition of anchors and big box tenants, are underway at 44 properties in the U.S. and two properties in Asia. The Company’s share of the cost of these projects is approximately $1 billion. During the first quarter of 2013, significant projects were completed at Apple Blossom Mall, Quaker Bridge Mall and South Hills Village. 2013 Guidance Today the Company updated and raised its guidance for 2013, estimating that FFO will be within a range of $8.50 to $8.60 per diluted share for the year ending December 31, 2013, and diluted net income will be within a range of $3.70 to $3.80 per share. This represents an increase of $0.10 per share for both the low and high end of the ranges previously provided. The following table provides the reconciliation of the ranges of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share. For the year ending December 31, 2013 Low High End End Estimated diluted net income available to common stockholders per share $3.70 $3.80 Depreciation and amortization including the Company’s share of unconsolidated entities 4.86 4.86 Gain upon sale or disposal of assets and interests in unconsolidated entities, net (0.06) (0.06) Estimated diluted FFO per share $8.50 $8.60 Conference Call The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 9:00 a.m. Eastern Time (New York time) today, April 26, 2013. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com. Earnings Release

 


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4 Supplemental Materials and Website The Company has prepared a supplemental information package which is available at www.simon.com in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439. We routinely post important information for investors on our website, www.simon.com, in the "Investors" section. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be 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 accounting principles generally accepted in the United States (“GAAP”). Reconciliations of these measures to the most directly comparable GAAP measures are included within this press release or the Company’s supplemental information package. FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry. Our computation 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 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. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise 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. Simon Property Group Simon Property Group, Inc. (NYSE:SPG) is an S&P 100 company and the largest real estate company in the world. The Company currently owns or has an interest in 327 retail real estate properties in North America and Asia comprising 242 million square feet. We are headquartered in Indianapolis, Indiana and employ approximately 5,500 people in the U.S. For more information, visit the Simon Property Group website at www.simon.com. Earnings Release

 


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5 Earnings Release 2013 2012 REVENUE: Minimum rent $ 777,907 $ 702,098 Overage rent 37,699 27,680 Tenant reimbursements 338,969 306,388 Management fees and other revenues 29,729 32,287 Other income 30,754 50,516 Total revenue 1,215,058 1,118,969 EXPENSES: Property operating 109,910 104,740 Depreciation and amortization 316,633 285,109 Real estate taxes 109,705 98,702 Repairs and maintenance 29,725 25,641 Advertising and promotion 21,259 21,098 Provision for credit losses 2,734 3,545 Home and regional office costs 34,894 32,858 General and administrative 14,509 13,889 Other 18,000 16,666 Total operating expenses 657,369 602,248 OPERATING INCOME 557,689 516,721 Interest expense (285,026) (258,079) Income and other taxes (13,193) (2,003) Income from unconsolidated entities 54,231 30,353 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 20,767 494,837 (A) CONSOLIDATED NET INCOME 334,468 781,829 Net income attributable to noncontrolling interests 50,496 135,585 Preferred dividends 834 834 NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS $ 283,138 $ 645,410 BASIC EARNINGS PER COMMON SHARE: Net income attributable to common stockholders $ 0.91 $ 2.18 DILUTED EARNINGS PER COMMON SHARE: Net income attributable to common stockholders $ 0.91 $ 2.18 Simon Property Group, Inc. and Subsidiaries For the Three Months Ended March 31, Unaudited Consolidated Statements of Operations (Dollars in thousands, except per share amounts)

 


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6 Earnings Release March 31, December 31, 2013 2012 ASSETS: Investment properties at cost $ 34,386,654 $ 34,252,521 Less - accumulated depreciation 9,297,731 9,068,388 25,088,923 25,184,133 Cash and cash equivalents 829,966 1,184,518 Tenant receivables and accrued revenue, net 454,110 521,301 Investment in unconsolidated entities, at equity 2,001,506 2,108,966 Investment in Klépierre, at equity 1,991,533 2,016,954 Deferred costs and other assets 1,520,085 1,570,734 Total assets $ 31,886,123 $ 32,586,606 LIABILITIES: Mortgages and unsecured indebtedness $ 22,572,615 $ 23,113,007 Accounts payable, accrued expenses, intangibles, and deferred revenues 1,231,298 1,374,172 Cash distributions and losses in partnerships and joint ventures, at equity 825,220 724,744 Other liabilities 246,300 303,588 Total liabilities 24,875,433 25,515,511 Commitments and contingencies Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties 187,411 178,006 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 44,636 44,719 Common stock, $ 0.0001 par value, 511,990,000 shares authorized, 313,793,178 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 9,182,789 9,175,724 Accumulated deficit (3,164,876) (3,083,190) Accumulated other comprehensive loss (82,734) (90,900) Common stock held in treasury at cost, 3,753,307 and 3,762,595 shares, respectively (134,320) (135,781) Total stockholders' equity 5,845,526 5,910,603 Noncontrolling interests 977,753 982,486 Total equity 6,823,279 6,893,089 Total liabilities and equity $ 31,886,123 $ 32,586,606 Simon Property Group, Inc. and Subsidiaries Unaudited Consolidated Balance Sheets (Dollars in thousands, except share amounts)

 


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7 Earnings Release 2013 2012 Revenue: Minimum rent $ 394,153 $ 357,977 Overage rent 47,767 48,556 Tenant reimbursements 184,399 166,530 Other income 42,074 50,336 Total revenue 668,393 623,399 Operating Expenses: Property operating 115,869 114,833 Depreciation and amortization 127,686 126,978 Real estate taxes 54,706 45,100 Repairs and maintenance 16,164 14,424 Advertising and promotion 15,921 15,206 Provision for credit losses 1,245 1,192 Other 35,682 53,495 Total operating expenses 367,273 371,228 Operating Income 301,120 252,171 Interest expense (147,486) (153,711) Income from Continuing Operations 153,634 98,460 Loss from operations of discontinued joint venture interests (320) (13,511) Net Income $ 153,314 $ 84,949 Third-Party Investors' Share of Net Income $ 83,766 $ 40,012 Our Share of Net Income 69,548 44,937 Amortization of Excess Investment (B) (24,829) (14,584) Income from Unconsolidated Entities (C) $ 44,719 $ 30,353 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 attached hereto. Ended March 31, For the Three Months Simon Property Group, Inc. and Subsidiaries Unaudited Joint Venture Statements of Operations (Dollars in thousands)

 


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8 Earnings Release March 31, December 31, 2013 2012 Assets: Investment properties, at cost $ 14,534,275 $ 14,607,291 Less - accumulated depreciation 4,950,896 4,926,511 9,583,379 9,680,780 Cash and cash equivalents 492,445 619,546 Tenant receivables and accrued revenue, net 208,080 252,774 Investment in unconsolidated entities, at equity 39,274 39,589 Deferred costs and other assets 359,548 438,399 Total assets $ 10,682,726 $ 11,031,088 Liabilities and Partners' Deficit: Mortgages and other indebtedness $ 11,868,575 $ 11,584,863 Accounts payable, accrued expenses, intangibles, and deferred revenue 538,672 672,483 Other liabilities 350,738 447,132 Total liabilities 12,757,985 12,704,478 Preferred units 67,450 67,450 Partners' deficit (2,142,709) (1,740,840) Total liabilities and partners' deficit $ 10,682,726 $ 11,031,088 Our Share of: Partners' deficit $ (969,136) $ (799,911) Add: Excess Investment (B) 2,145,422 2,184,133 Our net Investment in unconsolidated entities, at equity $ 1,176,286 $ 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. Simon Property Group, Inc. and Subsidiaries Unaudited Joint Venture Balance Sheets (Dollars in thousands)

 


9 Earnings Release 2013 2012 Consolidated Net Income (E) 334,468 $ 781,829 $ Adjustments to Arrive at FFO: Depreciation and amortization from consolidated properties 312,585 281,349 Our share of depreciation and amortization from unconsolidated entities, including Klépierre 121,549 86,141 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 (20,767) (494,837) Net income attributable to noncontrolling interest holders in properties (2,461) (2,109) Noncontrolling interests portion of depreciation and amortization (2,173) (2,408) Preferred distributions and dividends (1,313) (1,313) FFO of the Operating Partnership 741,888 $ 648,652 $ Diluted net income per share to diluted FFO per share reconciliation: Diluted net income per share 0.91 $ 2.18 $ 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 1.20 1.03 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 (0.06) (1.39) Diluted FFO per share 2.05 $ 1.82 $ Details for per share calculations: FFO of the Operating Partnership 741,888 $ 648,652 $ Diluted FFO allocable to unitholders (106,688) (110,827) Diluted FFO allocable to common stockholders 635,200 $ 537,825 $ Basic weighted average shares outstanding 309,987 295,694 Adjustments for dilution calculation: Effect of stock options - 1 Diluted weighted average shares outstanding 309,987 295,695 Weighted average limited partnership units outstanding 52,065 60,932 Diluted weighted average shares and units outstanding 362,052 356,627 Basic FFO per Share 2.05 $ 1.82 $ Percent Change 12.6% Diluted FFO per Share 2.05 $ 1.82 $ Percent Change 12.6% Simon Property Group, Inc. and Subsidiaries Unaudited Reconciliation of Non-GAAP Financial Measures (D) (Amounts in thousands, except per share amounts) For the Three Months Ended Ended March 31, Reconciliation of Consolidated Net Income to FFO

 

 

 


10 Earnings Release Notes: (A) (B) (C) (D) (E) and 2012, respectively - Amortization of fair market value of leases from acquisitions of $10.7 million and $5.1 million for the three months ended March 31, 2013 and 2012, respectively and - Debt premium amortization of $10.9 million and $6.7 million for the three months ended ended March 31, 2013 and 2012, respectively. Simon Property Group, Inc. and Subsidiaries Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures 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. 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. 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. We generally amortize excess investment over the life of the related properties. 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 Footnote E below exclude our share of related activity for our investment in Klépierre. For further information, reference should be made to financial information in Klépierre's public filings and additional discussion and analysis in our Form 10-Q. 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. - Gains on land sales of $0.4 million and $3.2 million for the three months ended March 31, 2013 and 2012, respectively Includes our share of: - Straight-line adjustments to minimum rent of $12.8 million and $8.8 million for the three months ended March 31, 2013

 


Overview 11 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®, Community/Lifestyle Centers and International Properties. At March 31, 2013, we owned or had an interest in 325 properties comprising 242 million square feet in North America and Asia. Additionally, we have a 28.9% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 13 European countries. This package was prepared to provide operational and balance sheet information as of March 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 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. We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to: Shelly J. Doran, Vice President of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: sdoran@simon.com Reporting Calendar Results for the next three quarters will be announced according to the following approximate schedule: Second Quarter 2013 July 26, 2013 Third Quarter 2013 October 25, 2013 Fourth Quarter 2013 February 4, 2014

 


Overview 12 Stock Information The Company’s common stock and one issue of preferred stock are traded on the New York Stock Exchange under the following symbols: Common Stock SPG 8.375% Series J Cumulative Redeemable Preferred SPGPrJ Credit Ratings Standard & Poor’s Corporate A- (Stable Outlook) Senior Unsecured A- (Stable Outlook) Preferred Stock BBB (Stable Outlook) Moody’s Senior Unsecured A3 (Stable Outlook) Preferred Stock Baa1 (Stable Outlook) Fitch Senior Unsecured A- (Stable Outlook) Preferred Stock BBB (Stable Outlook) Senior Unsecured Debt Covenants (1) Required Actual Compliance Total Debt to Total Assets (1) <65% 43% Yes Total Secured Debt to Total Assets (1) <50% 21% Yes Fixed Charge Coverage Ratio >1.5X 3.2X Yes Total Unencumbered Assets to Unsecured Debt >125% 250% Yes (1) Covenants for indentures dated June 7, 2005 and later. Total Assets are calculated in accordance with the bond indenture and are essentially our net operating income (NOI) divided by a 7.0% capitalization rate plus the value of other assets at cost.

 


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13 Selected Financial and Equity Information (in thousands, except as noted) As of or for the 2013 2012 Financial Highlights Total Revenue - Consolidated Properties 1,215,058 $ 1,118,969 $ Consolidated Net Income 334,468 $ 781,829 $ Net Income Attributable to Common Stockholders 283,138 $ 645,410 $ Basic Earnings per Common Share (EPS) 0.91 $ 2.18 $ Diluted Earnings per Common Share (EPS) 0.91 $ 2.18 $ Funds from Operations (FFO) of the Operating Partnership 741,888 $ 648,652 $ Basic FFO per Share (FFOPS) 2.05 $ 1.82 $ Diluted FFO per Share (FFOPS) 2.05 $ 1.82 $ Dividends/Distributions per Share 1.15 $ 0.95 $ FFO Dividend Payout Ratio 56.1% 52.2% As of As of March 31, December 31, Stockholders' Equity Information 2013 2012 Limited Partnership Units Outstanding at End of Period 52,309 51,952 Common Shares Outstanding at End of Period 310,048 309,904 Total Common Shares and Limited Partnership Units Outstanding at End of Period 362,357 361,856 Weighted Average Limited Partnership Units Outstanding 52,065 58,186 Weighted Average Common Shares Outstanding: Basic - for purposes of EPS and FFOPS 309,987 303,137 Diluted - for purposes of EPS 309,987 303,138 Diluted - for purposes of FFOPS 309,987 303,138 Our Debt Information Share of Consolidated Debt 22,414,327 $ 22,953,985 $ Share of Joint Venture Debt 5,532,851 5,380,359 Share of Total Debt 27,947,178 $ 28,334,344 $ Our Market Capitalization Common Stock Price at End of Period 158.56 $ 158.09 $ Common Equity Capitalization, including limited partnership units 57,455,308 $ 57,205,875 $ Preferred Equity Capitalization, including limited partnership preferred units 82,479 81,387 Total Equity Market Capitalization 57,537,787 $ 57,287,262 $ Total Market Capitalization - Including Our Share of Total Debt 85,484,965 $ 85,621,606 $ Debt to Total Market Capitalization 32.7% 33.1% March 31, Three Months Ended

 


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14 Pro-Rata Statement of Operations (in thousands) For the Non- Our Our Our Three Months Ended Controlling Consolidated Share of Total March 31, 2012 Consolidated Interests (1) Share Joint Ventures Share Our Total Share REVENUE: Minimum rent 777,907 $ (7,060) $ 770,847 $ 181,603 $ 952,450 $ 866,049 $ Overage rent 37,699 (100) 37,599 19,879 57,478 48,283 Tenant reimbursements 338,969 (4,217) 334,752 85,170 419,922 381,048 Management fees and other revenues 29,729 -- 29,729 -- 29,729 32,287 Other income 30,754 (304) 30,450 19,142 49,592 76,650 Total revenue 1,215,058 (11,681) 1,203,377 305,794 1,509,171 1,404,317 EXPENSES: Property operating 109,910 (1,988) 107,922 49,546 157,468 154,535 Depreciation and amortization 316,633 (2,173) 314,460 87,216 401,676 368,851 Real estate taxes 109,705 (1,160) 108,545 24,889 133,434 119,524 Repairs and maintenance 29,725 (399) 29,326 7,469 36,795 32,251 Advertising and promotion 21,259 (181) 21,078 7,162 28,240 27,830 Provision for credit losses 2,734 (34) 2,700 777 3,477 3,871 Home and regional office costs 34,894 -- 34,894 -- 34,894 32,858 General and administrative 14,509 -- 14,509 -- 14,509 13,889 Other 18,000 (1,165) 16,835 15,021 31,856 34,354 Total operating expenses 657,369 (7,100) 650,269 192,080 842,349 787,963 OPERATING INCOME 557,689 (4,581) 553,108 113,714 666,822 616,354 Interest expense (285,026) 2,120 (282,906) (68,995) (351,901) (329,468) Income and other taxes (13,193) -- (13,193) -- (13,193) (2,003) Income from unconsolidated entities (2) 54,231 -- 54,231 (44,719) 9,512 -- 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 20,767 -- 20,767 -- 20,767 494,837 CONSOLIDATED NET INCOME 334,468 (2,461) 332,007 -- 332,007 779,720 Net income attributable to noncontrolling interests 50,496 (2,461) 48,035 -- 48,035 (3) 133,476 Preferred dividends 834 -- 834 -- 834 834 NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS 283,138 $ -- $ 283,138 $ -- $ 283,138 $ 645,410 $ RECONCILIATION OF CONSOLIDATED NET INCOME TO FFO Consolidated Net Income 334,468 $ -- $ 334,468 $ 781,829 $ Adjustments to Consolidated Net Income to Arrive at FFO: Depreciation and amortization from consolidated properties 312,585 -- 312,585 281,349 Our share of depreciation and amortization from unconsolidated entities, including Klépierre -- 121,549 121,549 86,141 Income from unconsolidated entities (54,231) 54,231 -- -- 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 (20,767) -- (20,767) (494,837) Net income attributable to noncontrolling interest holders in properties (2,461) -- (2,461) (2,109) Noncontrolling interests portion of depreciation and amortization (2,173) -- (2,173) (2,408) Preferred distributions and dividends (1,313) -- (1,313) (1,313) FFO of the Operating Partnership 566,108 $ 175,780 $ 741,888 $ 648,652 $ Percentage of FFO of the Operating Partnership 76.31% 23.69% 100.00% 100.00% (1) Represents our venture partners' share of operations from consolidated properties. (2) Our Total Share of the remaining results from unconsolidated entities represents our share of net results related to our investment in Klépierre. (3) Represents limited partners' interest in the Operating Partnership. For the Three Months Ended March 31, 2013

 


15 Pro-Rata Balance Sheet (in thousands) 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. 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 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 Basis of Presentation: $ 37,575,317 $ 36,818,323 $ 5,126,394 $ 31,691,929 $ (194,194) $ 31,886,123 Total liabilities and equity 6,893,966 6,824,210 -- 6,824,210 931 6,823,279 Total equity 983,363 978,684 -- 978,684 931 977,753 Noncontrolling interests 5,910,603 5,845,526 -- 5,845,526 -- 5,845,526 Total stockholders' equity (135,781) (134,320) -- (134,320) -- (134,320) Common stock held in treasury at cost (90,900) (82,734) -- (82,734) -- (82,734) Accumulated other comprehensive loss (3,083,190) (3,164,876) -- (3,164,876) -- (3,164,876) Accumulated deficit 9,175,724 9,182,789 -- 9,182,789 -- 9,182,789 Capital in excess of par value -- -- -- -- -- -- Class B common stock, $.0001 par value 31 31 -- 31 -- 31 Common stock, $.0001 par value 44,719 44,636 -- 44,636 -- 44,636 Series J 8 3/8% cumulative redeemable preferred stock Capital Stock: Stockholders' equity EQUITY: 153,149 161,433 -- 161,433 (25,978) 187,411 noncontrolling redeemable interests in properties Limited partners' preferred interest in the Operating Partnership and Commitments and contingencies 30,528,202 29,832,680 5,126,394 24,706,286 (169,147) 24,875,433 Total liabilities 528,490 419,114 173,981 245,133 (1,167) 246,300 Other liabilities -- -- (825,220) 825,220 -- 825,220 Cash distributions and losses in partnerships and joint ventures, at equity 1,665,368 1,466,388 244,782 1,221,606 (9,692) 1,231,298 Accounts payable, accrued expenses, intangibles, and deferred revenues $ 28,334,344 $ 27,947,178 $ 5,532,851 $ 22,414,327 $ (158,288) $ 22,572,615 Mortgages and unsecured indebtedness LIABILITIES: $ 37,575,317 $ 36,818,323 $ 5,126,394 $ 31,691,929 $ (194,194) $ 31,886,123 Total assets 1,759,931 1,660,375 151,169 1,509,206 (10,879) 1,520,085 Deferred costs and other assets 2,016,954 1,991,533 -- 1,991,533 -- 1,991,533 Investment in Klépierre, at equity -- -- (2,001,506) 2,001,506 -- 2,001,506 Investment in unconsolidated entities, at equity 629,506 545,489 94,977 450,512 (3,598) 454,110 Tenant receivables and accrued revenue, net 1,449,261 1,041,079 218,216 822,863 (7,103) 829,966 Cash and cash equivalents 31,719,665 31,579,847 6,663,538 24,916,309 (172,614) 25,088,923 11,186,195 11,444,867 2,239,473 9,205,394 (92,337) 9,297,731 Less - accumulated depreciation $ 42,905,860 $ 43,024,714 $ 8,903,011 $ 34,121,703 $ (264,951) $ 34,386,654 Investment properties, at cost ASSETS: Our Total Share Share Joint Ventures Share Interests Consolidated December 31, 2012 Total Share of Consolidated Controlling As of Our Our Our Non- As of March 31, 2013

 


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NOI Composition (1) For the Three Months Ended March 31, 2013 16 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 and international Premium Outlets. U.S. Malls & Premium Outlets 79.6% The Mills 8.4% International (2) 7.9% Community/ Lifestyle Centers 3.4% Other 0.7% Florida 14.9% Texas 11.7% California 11.0% New York 6.4% Massachusetts 6.1% Pennsylvania 5.5% Nevada 4.4% Georgia 4.0% New Jersey 3.8% Indiana 3.6% All Others 28.6%

 


Reconciliations of Non-GAAP Financial Measures (in thousands, except as noted) 17 This report contains measures of financial or operating performance that are not specifically defined by accounting principles generally accepted in the United States (GAAP), including FFO, diluted FFO per share, 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 following tables. lease termination income, interest income, land sale gains and the impact of significant redevelopment activities. (2) Comparable properties are U.S. Malls and Premium Outlets that were owned in both of the periods under comparison. Excludes income noted in footnote 2 below. company operations and U.S. Malls and Premium Outlets not owned and operated in both periods under comparison and excluded properties, The Mills Limited Partnership properties, any of our non-retail holdings and results of our corporate and management (1) NOI excluded from comparable property NOI relates to The Mills, Community/Lifestyle Centers, International Properties, other retail 4.8% Increase in NOI of U.S. Malls and Premium Outlets that are comparable properties $ 952,095 $ 997,937 Total NOI of comparable properties (2) 280,386 304,870 NOI from non comparable properties (1) $ 1,232,481 $ 1,302,807 Total NOI of our portfolio 12.5% 15.3% Increase in our share of NOI from prior period $ 985,205 $ 1,136,061 Our share of NOI 247,276 234,309 Less: Joint venture partners' share of NOI -- 67,563 Add: Our share of NOI from Klépierre 2.7% 5.7% Change in NOI from prior period $ 1,232,481 $ 1,302,807 Total NOI of our portfolio 51,503 (320) NOI of discontinued unconsolidated properties Adjustments to NOI: $ 1,180,978 $ 1,303,127 Total consolidated and unconsolidated NOI from continuing operations $ 379,148 $ 428,805 NOI of unconsolidated entities 126,977 127,685 Depreciation and amortization 252,171 301,120 Operating Income 13,511 320 Loss from operations of discontinued joint venture interests 153,711 147,486 Interest expense $ 84,949 $ 153,314 Net Income Reconciliation of NOI of unconsolidated entities: $ 801,830 $ 874,322 NOI of consolidated properties 285,109 316,633 Depreciation and amortization 516,721 557,689 Operating Income (494,837) (20,767) unconsolidated entities, and impairment charge on investment in unconsolidated entities, net Gain upon acquisition of controlling interests, sale or disposal of assets and interests in (30,353) (54,231) Income from unconsolidated entities 258,079 285,026 Interest expense 2,003 13,193 Income and other taxes $ 781,829 $ 334,468 Consolidated Net Income Reconciliation of NOI of consolidated properties: 2012 2013 March 31, For the Three Months Ended The following schedule reconciles net income to NOI and sets forth the computations of comparable property NOI. Reconciliation of Net Income to NOI terminated swap amortization expense ($10.8 million). compensation expense ($16.9 million), and mortgage, financing fee and of leases amortization ($10.7 million), and the addback of stock based ($12.8 million), fair value of debt amortization ($10.9 million), fair market value (3) Non-cash impacts to FFO include a deduction for our share of straight-line rent $ 1.91 $ 691,623 Funds available for distribution (0.02) (8,928) Operational capital expenditures (0.10) (34,590) Tenant allowances 2.03 735,141 FFO excluding non-cash impacts (0.02) (6,747) Non-cash impacts to FFO (3) $ 2.05 $ 741,888 FFO Per Share Amount Quarter ended March 31, 2013 Reconciliation of FFO to Funds Available for Distribution (Our Share)

 


18 Analysis of Other Income, Other Expense and Capitalized Interest (in thousands) as well as other miscellaneous income items. (1) Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues $ 156 $ 274 Our Share of Joint Venture Properties $ 5,687 $ 3,948 Our Share of Consolidated Properties Interest Capitalized during the Period: 2012 2013 Ended March 31, For the Three Months Capitalized Interest $ 16,666 $ 18,000 Totals 3,461 3,558 Other 2,594 3,589 Professional Fees $ 10,611 $ 10,853 Ground Rent Other Expense $ 50,516 $ 30,754 Totals 30,952 26,767 Other (1) 3,107 440 Gains on Land Sales 9,311 1,735 Lease Settlement Income $ 7,146 $ 1,812 Interest and Dividend Income Other Income Consolidated Properties 2012 2013 Ended March 31, For the Three Months

 


19 U.S. Mall and Premium Outlets Operational Information Ending Occupancy is the percentage of GLA which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors and mall majors in the calculation. 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. 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. 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. Occupancy cost as a Percentage of Sales is the Rolling 12 Base Minimum Rent, plus all applicable Ancillary Charges, plus Overage Rent, if applicable (based on last 12 months of sales), divided by the Rolling 12 Total Sales PSF for the same tenants. $39.87 $41.05 Total Portfolio $47.93 $49.00 Unconsolidated Assets $37.86 $38.84 Consolidated Assets Base Minimum Rent PSF (3): $546 $575 Total Portfolio $630 $658 Unconsolidated Assets $529 $556 Consolidated Assets Total Sales per Square Foot (PSF) (2): 93.6% 94.7% Total Portfolio 93.5% 95.3% Unconsolidated Assets 93.6% 94.6% Consolidated Assets Ending Occupancy (1): 186.9 190.1 Total Square Footage of Properties (in millions) 219 223 Total Number of Properties 2012 2013 As of March 31, 9.7% $4.74 $49.00 $53.74 7,049,269 3/31/12 10.0% $4.77 $47.52 $52.29 7,554,647 6/30/12 10.4% $4.86 $46.89 $51.75 7,961,413 9/30/12 10.8% $5.21 $48.03 $53.24 8,250,576 12/31/12 13.4% $7.00 $52.11 $59.11 7,419,367 3/31/13 Releasing Spread (4) Closing Rate PSF (4) Opening Rate PSF (4) Square Footage of Openings Total Rent PSF Releasing Activity for the Trailing Twelve Month Period Ended: 11.4% 3/31/12 11.4% 6/30/12 11.3% 9/30/12 11.4% 12/31/12 11.3% 3/31/13 Occupancy Cost as a Percentage of Sales (5):

 


20 The Mills, Community/Lifestyle Centers and International Operational Information (4) Information supplied by the managing venture partner. (3) See footnote 3 on page 19 for definition. (2) See footnote 2 on page 19 for definition; calculation methodology is the same as for malls. (1) See footnote 1 on page 19 for definition, except Ending Occupancy is calculated on all company owned space. ¥ 4,828 ¥ 4,808 Base Minimum Rent PSF ¥ 89,875 ¥ 89,298 Total Sales PSF 99.9% 99.4% Ending Occupancy Statistics for Properties in Japan (4) 3.7 3.9 Total Square Footage of Properties (in millions) 12 12 Total Number of Properties International Premium Outlets $ 13.78 $ 14.33 Base Minimum Rent PSF (3) 93.1% 93.9% Ending Occupancy (1) 21.2 19.7 Total Square Footage of Properties (in millions) 70 64 Total Number of Properties Community/Lifestyle Centers $ 21.93 $ 22.81 Base Minimum Rent PSF (3) $ 491 $ 516 Total Sales PSF (2) 96.5% 97.3% Ending Occupancy (1) 18.8 18.9 Total Square Footage of Properties (in millions) 13 13 Total Number of Properties The Mills 2012 2013 As of March 31,

 


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U.S. Mall and Premium Outlets Lease Expirations (1) 21 Year Number of Leases Expiring Square Feet Avg. Base Minimum Rent PSF at 3/31/13 Percentage of Gross Annual Rental Revenues (2) Inline Stores and Freestanding Month to Month Leases 1,092 3,424,568 $38.53 2.7% 2013 (4/1/13 - 12/31/13) 1,155 3,398,586 $36.14 2.6% 2014 2,787 9,162,286 $37.61 7.3% 2015 2,807 9,245,177 $39.64 7.8% 2016 2,594 8,850,248 $39.07 7.4% 2017 2,536 9,053,249 $41.50 8.0% 2018 2,109 8,015,216 $45.61 7.8% 2019 1,479 5,619,858 $46.70 5.7% 2020 1,198 4,348,526 $48.36 4.6% 2021 1,279 5,190,009 $45.10 5.1% 2022 1,549 5,907,001 $45.10 5.8% 2023 839 3,600,047 $44.67 3.4% 2024 and Thereafter 476 2,505,464 $33.52 1.9% Specialty Leasing Agreements w/ terms in excess of 12 months 1,532 3,629,517 $14.81 1.2% Anchor Tenants Month to Month Leases 1 31,723 $12.14 0.0% 2013 (4/1/13 - 12/31/13) 3 337,218 $2.07 0.0% 2014 29 3,006,059 $5.36 0.4% 2015 29 3,248,369 $3.12 0.2% 2016 25 3,002,292 $3.16 0.2% 2017 22 2,969,087 $2.60 0.2% 2018 23 2,721,023 $5.00 0.3% 2019 14 1,532,515 $4.66 0.2% 2020 15 1,370,682 $6.73 0.2% 2021 12 1,055,228 $7.36 0.1% 2022 8 913,014 $10.06 0.2% 2023 14 1,526,500 $10.02 0.3% 2024 and Thereafter 29 3,118,425 $5.43 0.4% (1) Does not consider the impact of renewal options that may be contained in leases. (2) Annual rental revenues represent 2012 consolidated and joint venture combined base rental revenue.

 


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U.S. Mall and Premium Outlets Top Tenants 22 Top Inline Store Tenants (sorted by percentage of total base minimum rent for U.S. properties) Number Square Percent of Percent of Total of Feet Total Sq. Ft. in Base Minimum Rent Tenant Stores (000's) U.S. Properties for U.S. Properties The Gap, Inc. 374 3,976 1.7% 3.2% Limited Brands, Inc. 377 2,138 0.9% 2.2% Abercrombie & Fitch Co. 214 1,533 0.6% 1.6% Phillips-Van Heusen 323 1,795 0.8% 1.6% Foot Locker, Inc. 367 1,434 0.6% 1.3% Luxottica Group S.P.A 452 872 0.4% 1.2% Forever 21, Inc. 81 1,270 0.5% 1.2% Ascena Retail Group, Inc. 318 1,726 0.7% 1.2% American Eagle Outfitters, Inc. 199 1,201 0.5% 1.1% Ann, Inc. 207 1,259 0.5% 1.0% Top Anchors (sorted by percentage of total square footage in U.S. properties) (1) Number Square Percent of Percent of Total of Feet Total Sq. Ft. Base Minimun Rent Tenant Stores (000's) in U.S. Properties for U.S. Properties Macy's, Inc. 157 29,100 12.2% 0.5% Sears Holdings Corporation 119 18,685 7.9% 0.2% J.C. Penney Co., Inc. 111 16,415 6.9% 0.5% Dillard's, Inc. 65 10,437 4.4% 0.1% Nordstrom, Inc. 28 4,745 2.0% 0.1% Belk, Inc. 17 2,390 1.0% 0.2% The Bon-Ton Stores, Inc. 20 2,147 0.9% 0.1% Target Corporation 12 1,676 0.7% - Dick's Sporting Goods, Inc. 23 1,548 0.7% 0.4% The Neiman Marcus Group, Inc. 10 1,265 0.5% - Lord and Taylor 9 1,231 0.5% - Kohl's Corporation 12 1,028 0.4% 0.1% Saks Incorporated 8 986 0.4% 0.1% (1) Includes space leased and owned by anchors in U.S. Malls.

 


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Capital Expenditures (in thousands) 23 Consolidated Our Properties Total Share New development projects 25,753 $ 50,352 $ 25,305 $ Redevelopment projects with incremental square footage and/or anchor replacement 80,172 47,061 23,227 Redevelopment projects with no incremental square footage 12,655 9,131 4,593 Subtotal new development and redevelopment projects 118,580 106,544 53,125 Tenant allowances 29,936 10,907 4,654 Operational capital expenditures at properties: CAM expenditures (1) 4,388 7,983 3,255 Non-CAM expenditures 901 1,019 384 Totals 153,805 $ 126,453 $ 61,418 $ Conversion from accrual to cash basis 46,101 18,076 8,779 Capital Expenditures for the Three Months Ended 3/31/13 (2) 199,906 $ 144,529 $ 70,197 $ Capital Expenditures for the Three Months Ended 3/31/12 (2) 124,248 $ 94,408 $ 44,324 $ (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. Unconsolidated Properties

 


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Development Activity Summary As of March 31, 2013 (in millions, except percent) 24 Our Share Our Blended Total of Total Platform Projected Projected Share of Stabilized Construction Construction Project Type Gross Cost Net Cost Net Cost Rate of Return in Progress in Progress Malls Redevelopments 683 $ 676 $ 559 $ 9% 207 $ 167 $ Premium Outlets New Developments 588 $ 563 $ 315 $ 10% 291 $ 175 $ Redevelopments 346 $ 346 $ 319 $ 14% 116 $ 102 $ The Mills Redevelopments 61 $ 45 $ 43 $ 30% 23 $ 22 $ Community/Lifestyle Centers Redevelopments 41 $ 40 $ 36 $ 9% 20 $ 20 $ Totals 1,719 $ 1,670 $ 1,272 $ 11% 657 $ 486 $ 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 March 31, 2013 25 Actual/ Company's Property/ Projected Ownership Location Project Description Opening Percentage Malls - Redevelopments South Shore Plaza - Braintree (Boston), MA DSW 4/13 100% Apple Blossom Mall - Winchester, VA Carmike Cinema 5/13 49.1% Dadeland Mall - Miami, FL Redevelopment of former Limited/Express building into two-level enclosed small 5/13 50% shops and restaurants Orland Square - Orland Park (Chicago), IL Redevelopment 5/13 100% Penn Square Mall - Oklahoma City, OK AMC Theatres 5/13 94.5% Cordova Mall - Pensacola, FL Dick's Sporting Goods 6/13 100% Meadowood Mall - Reno, NV Redevelopment 6/13 50% Penn Square Mall - Oklahoma City, OK Redevelopment 6/13 94.5% Town Center at Boca Raton - Boca Raton (Miami), FL Container Store 6/13 100% West Town Mall - Knoxville, TN The Cheesecake Factory 6/13 50% Firewheel Town Center - Garland (Dallas), TX Toys "R" Us/ Babies "R" Us 9/13 100% Walt Whitman Shops - Huntington Station (New York), NY Reconfiguration and 52,000 SF expansion of small shop space and restaurants 9/13 100% Domain, The - Austin, TX Punch Bowl Social 10/13 100% Dover Mall - Dover, DE Dick's Sporting Goods 10/13 68.1% Prien Lake Mall - Lake Charles, LA Dick's Sporting Goods 10/13 100% Shops at Nanuet, The - Nanuet (New York), NY Redevelopment of enclosed mall into open-air center 10/13 100% Virginia Center Commons - Glen Allen, VA American Family Fitness 10/13 100% Briarwood Mall - Ann Arbor, MI Redevelopment 11/13 50% Del Amo Fashion Center - Torrance (Los Angeles), CA Phase I redevelopment including common area renovation (11/13), new food 11/13 50% court (11/13), and redemise of existing food court (7/14)

 


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26 Development Activity Report(1) As of March 31, 2013 Actual/ Company's Property/ Projected Ownership Location Project Description Opening Percentage Malls - Redevelopments Miller Hill Mall - Duluth, MN Dick's Sporting Goods 11/13 100% Montgomery Mall - North Wales (Philadelphia), PA Wegmans 11/13 60% Stanford Shopping Center - Palo Alto (San Jose), CA Container Store 11/13 100% White Oaks Mall - Springfield, IL Reconfigure former theater space into small shops 11/13 80.7% Woodland Hills Mall - Tulsa, OK Redevelopment 11/13 94.5% Brea Mall - Brea (Los Angeles), CA Redevelopment 12/13 100% Empire Mall - Sioux Falls, SD Redevelopment 12/13 100% Firewheel Town Center - Garland (Dallas), TX 280 unit Phase II Residential 12/13 50% White Oaks Mall - Springfield, IL L.A. Fitness 12/13 80.7% Mall at Chestnut Hill, The - Chestnut Hill (Boston), MA The Cheesecake Factory 2/14 94% Coddingtown Mall - Santa Rosa, CA Target 3/14 50% Empire Mall - Sioux Falls, SD Dick's Sporting Goods 3/14 100% King of Prussia - King of Prussia (Philadelphia), PA Container Store 3/14 96.1% Plaza Carolina - Carolina (San Juan), PR Sports Authority 3/14 100% Lindale Mall - Cedar Rapids, IA 25,000 SF expansion 4/14 100% Lenox Square - Atlanta, GA Redevelopment 5/14 100% Great Lakes Mall - Mentor (Cleveland), OH Dick's Sporting Goods 6/14 100% St. Johns Town Center - Jacksonville, FL Addition of Nordstrom and 157,000 SF small shop expansion 10/14 50%

 


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27 Development Activity Report(1) As of March 31, 2013 Actual/ Company's Property/ Projected Ownership Location Project Description Opening Percentage Premium Outlets - New Developments Phoenix Premium Outlets - Chandler (Phoenix), AZ 360,000 SF upscale Premium Outlet Center 4/13 100% Shisui Premium Outlets - Shisui (Chiba), Japan 230,000 SF upscale Premium Outlet Center 4/13 40% St. Louis Premium Outlets - Chesterfield (St. Louis), MO 350,000 SF upscale Premium Outlet Center 8/13 60% Toronto Premium Outlets - Halton Hills (Ontario), Canada 360,000 SF upscale Premium Outlet Center 8/13 50% Busan Premium Outlets - Busan, Korea 340,000 SF upscale Premium Outlet Center 8/13 50% Premium Outlets - Redevelopments Paju Premium Outlets - Paju (Seoul), Korea 96,000 SF expansion 5/13 50% Seattle Premium Outlets - Tulalip (Seattle), WA 102,000 SF expansion and parking deck 6/13 100% Orlando Premium Outlets-Vineland Ave - Orlando, FL 105,000 SF expansion 10/13 100% Johor Premium Outlets - Johor, Malaysia 108,000 SF expansion 11/13 50% Desert Hills Premium Outlets - Cabazon (Palm Springs), CA 147,000 SF expansion, redevelopment and parking deck 5/14 100% Las Vegas Premium Outlets-North - Las Vegas, NV 140,000 SF expansion 5/15 100%

 


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28 Development Activity Report(1) As of March 31, 2013 Actual/ Company's Property/ Projected Ownership Location Project Description Opening Percentage The Mills - Redevelopments Sawgrass Mills - Sunrise (Miami), FL 36,000 SF expansion of The Colonnade at Sawgrass 4/13 100% Forever 21 expansion (Calvin Klein/small shops opened 11/12) 5/13 100% Gurnee Mills - Gurnee (Chicago), IL Macy's addition and redevelopment 7/13 100% Colorado Mills - Lakewood (Denver), CO H&M 9/13 37.5% Potomac Mills - Woodbridge (Washington, DC), VA Relocation of Saks Fifth Avenue OFF 5TH (11/13) and addition of Christmas Tree 11/13 100% Shops and Buy Buy Baby (2/14) Community/Lifestyle Centers - Redevelopments Denver West Village - Lakewood (Denver), CO Cost Plus World Market and Marshalls (opened 3/13) 4/13 37.5% University Town Plaza - Pensacola, FL Redevelopment of enclosed mall into open-air center 9/13 100% Village Park Plaza - Carmel (Indianapolis), IN Redevelopment 11/13 37.5% (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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29 U.S. Anchor/Big Box Openings Property Name/Location Property Type New Tenant Former Tenant Openings during the First Three Months of 2013 Denver West Village - Lakewood (Denver), CO Community/Lifestyle Marshalls Ultimate Electronics Domain, The - Austin, TX Mall Arhaus Furniture Borders South Hills Village - Pittsburgh, PA Mall Target Boscov's University Town Plaza - Pensacola, FL Community/Lifestyle Academy Sports N/A Openings Projected for the Remainder of 2013 Apple Blossom Mall - Winchester, VA Mall Carmike Cinema Carmike Cinema (former) Arizona Mills - Tempe (Phoenix), AZ Mills Conn's Electronic & Appliance Linens 'n Things Bloomingdale Court - Bloomingdale (Chicago), IL Community/Lifestyle Wal-Mart (expansion) N/A 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 Colorado Mills - Lakewood (Denver), CO Mills 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 Domain, The - Austin, TX Mall Punch Bowl Social N/A Dover Mall - Dover, DE Mall Dick's Sporting Goods N/A Empire East - Sioux Falls, SD Community/Lifestyle Ulta N/A Firewheel Town Center - Garland (Dallas), TX Mall Toys "R" Us/ Babies "R" Us Circuit City Gateway Center - Austin, TX Community/Lifestyle Paul Mitchell Salon/School Comp USA Gurnee Mills - Gurnee (Chicago), IL Mills Macy's Circuit City Irving Mall - Irving (Dallas), TX Mall Fitness Connection Circuit City 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 Penn Square Mall - Oklahoma City, OK Mall AMC Theatres Dickinson Theatres Potomac Mills - Woodbridge (Washington, D.C.), VA Mills Saks Fifth Avenue OFF 5TH (2) 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

 


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30 U.S. Anchor/Big Box Openings Property Name/Location Property Type New Tenant Former Tenant Openings Projected for the Remainder of 2013 Shops at Nanuet, The - Nanuet (New York), NY Mall Fairway Market N/A Regal Cinema N/A 24 Hour Fitness N/A South Shore Plaza - Braintree (Boston), MA Mall DSW Filene's Stanford Shopping Center - Palo Alto (San Jose), CA Mall 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 Burlington Coat Factory N/A Toys "R" Us N/A Virginia Center Commons - Glen Allen, VA Mall American Family Fitness Dillard's White Oaks Mall - Springfield, IL Mall L.A. Fitness Cost Plus World Market Openings Projected for 2014 Coconut Point - Estero, FL Mall Michaels Old Navy Coddingtown Mall - Santa Rosa, CA Mall Target Gottschalks Concord Mills - Concord (Charlotte), NC Mills Sea Life Nascar Speed Park Empire Mall - Sioux Falls, SD Mall Dick's Sporting Goods N/A Gaitway Plaza - Ocala, FL Community/Lifestyle Michaels Books-A-Million Great Lakes Mall - Mentor (Cleveland), OH Mall Dick's Sporting Goods N/A Katy Mills - Katy (Houston), TX Mills Ross Dress for Less Circuit City King of Prussia - King of Prussia (Philadelphia), PA Mall Container Store N/A Plaza Carolina - Carolina (San Juan), PR Mall Sports Authority N/A Potomac Mills - Woodbridge (Washington, D.C.), VA Mills Buy Buy Baby N/A St. Johns Town Center - Jacksonville, FL Mall Nordstrom N/A Stanford Shopping Center - Palo Alto, CA Mall Bloomingdale's (3) 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) Belk has relocated to another space within the center. (2) Saks Fifth Avenue OFF 5TH is relocating to another location within the center. (3) Bloomingdale's has an existing store at this center but will move to a new location.

 


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31 Common and Preferred Stock Information Changes in Common Share and Limited Partnership Unit Ownership For the Period from December 31, 2012 through March 31, 2013 Limited Common Partnership Shares (1) Units (2) Number Outstanding at December 31, 2012 309,903,824 51,952,554 Issuance of Common Stock for Stock Option Exercises 1,567 - Exchange of Limited Partnership Units for Common Stock 133,192 (133,192) Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned (3) 9,288 489,654 Number Outstanding at March 31, 2013 310,047,871 52,309,016 Number of Limited Partnership Units and Common Shares at March 31, 2013 362,356,887 Preferred Stock/Units Outstanding as of March 31, 2013 ($ in 000’s, except per share amounts) Per Share Aggregate Number of Liquidation Liquidation Ticker Issuer Description Shares/Units Preference Preference Symbol Preferred Stock: Simon Property Group, Inc. Series J 8.375% 796,948 $50.00 $39,847 SPGPrJ Cumulative Redeemable (4) Preferred Units: Simon Property Group, L.P. 7.50% Cumulative 255,373 $100.00 $25,537 N/A Redeemable (5) (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 March 31, 2013 was $71.45 per share. (5) Each unit is redeemable on or after November 10, 2013 or earlier upon the occurrence of certain tax triggering events.

 


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32 Summary of Indebtedness As of March 31, 2013 (in thousands) Weighted Weighted Our Average Average Total Share of End of Period Years to Indebtedness Indebtedness Interest Rate Maturity Summary of Our Share of Fixed and Variable Rate Debt Consolidated Fixed 92.4% $20,716,413 5.32% 6.1 Variable 7.6% 1,697,914 1.22% 3.8 100.0% 22,414,327 5.01% 5.9 Joint Venture Fixed 90.0% $4,979,437 5.21% 6.3 Variable 10.0% 553,414 2.81% 4.1 100.0% 5,532,851 5.02% 6.1 Total Debt $27,947,178 Total Fixed Debt 91.9% $25,695,850 5.30% 6.1 Total Variable Debt 8.1% $2,251,328 1.53% 3.8 Weighted Weighted Our Average Average Total Share of End of Period Years to Indebtedness Indebtedness Interest Rate Maturity Consolidated Indebtedness Mortgage Debt Fixed Rate $7,811,569 $7,653,888 5.74% 4.5 Variable Rate Debt 71,840 71,840 3.75% 1.1 Total Mortgage Debt 7,883,409 7,725,728 5.72% 4.4 Unsecured Debt Fixed Rate 13,009,482 13,009,482 5.08% 7.1 Revolving Credit Facility - Euro Currency 1,150,020 1,150,020 1.06% 3.6 Supplemental Credit Facility - Yen Currency 236,054 236,054 1.12% 4.2 Total Revolving Credit Facilities 1,386,074 1,386,074 1.07% 3.7 Unsecured Term Loan 240,000 240,000 1.30% 4.9 Total Unsecured Debt 14,635,556 14,635,556 4.64% 6.7 Premium 95,526 94,919 Discount (41,876) (41,876) Consolidated Mortgages and Unsecured Indebtedness (1) $22,572,615 $22,414,327 5.01% 5.9 Joint Venture Indebtedness Mortgage Debt Fixed Rate $9,989,349 $4,744,900 5.21% 6.3 Variable Rate Debt 918,193 412,913 2.81% 4.1 Mills Limited Partnership Debt (2) 955,617 372,329 - - Total Mortgage Debt 11,863,158 5,530,142 5.02% 6.1 Premium 5,417 2,709 Joint Venture Mortgages and Other Indebtedness (1) $11,868,575 $5,532,851 5.02% 6.1 Our Share of Total Indebtedness $27,947,178 5.01% 6.0 (1) Amounts give effect to outstanding derivative instruments as footnoted in the Property and Debt Information. (2) See footnote 23 on the Property and Debt Information.

 


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33 Total Debt Amortization and Maturities by Year (Our Share) As of March 31, 2013 (in thousands) Weighted Average Weighted Average Weighted Average Total Our Share of Rate of Maturing Our Share of Rate of Maturing Our Share of Rate of Maturing Weighted Average Unsecured Unsecured Secured Secured Unconsolidated Unconsolidated Our Share of Rate of Consolidated Consolidated Consolidated Consolidated Joint Venture Joint Venture Total Maturing Year Debt Debt Debt Debt Debt Debt Debt Debt 2013 75,000 $ 7.18% 53,208 $ - 285,408 $ 4.73% 413,616 $ 5.61% 2014 934,482 6.09% 1,372,105 5.97% 605,518 5.83% 2,912,105 5.98% 2015 1,600,000 5.12% 494,340 5.91% 956,257 5.22% 3,050,597 5.26% 2016 2,450,020 3.69% 2,721,870 6.13% 501,893 6.27% 5,673,783 5.09% 2017 1,836,054 3.21% 1,385,302 5.84% 414,211 5.84% 3,635,567 4.51% 2018 1,990,000 3.93% 35,011 - 206,173 2.00% 2,231,184 3.75% 2019 650,000 10.35% 162,892 7.68% 184,070 5.76% 996,962 9.62% 2020 1,250,000 5.65% 104,746 5.01% 490,922 5.62% 1,845,668 5.61% 2021 1,600,000 4.27% 435,147 5.44% 794,936 4.81% 2,830,083 4.61% 2022 600,000 3.38% 552,428 4.14% 628,641 4.28% 1,781,069 3.95% Thereafter 1,650,000 4.87% 408,679 4.10% 462,113 4.08% 2,520,792 4.57% Face Amounts of Indebtedness 14,635,556 $ 4.64% 7,725,728 $ 5.72% 5,530,142 $ 5.02% 27,891,426 $ 5.01% Premiums (Discounts) on Indebtedness, Net (37,924) 90,967 2,709 55,752 Our Share of Total Indebtedness 14,597,632 $ 7,816,695 $ 5,532,851 $ 27,947,178 $ 

 


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34 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share Malls 1. McCain Mall AR N. Little Rock 100.0% 787,308 (2) 2. Brea Mall CA Brea (Los Angeles) 100.0% 1,320,909 (2) 3. Coddingtown Mall CA Santa Rosa 50.0% 633,540 07/01/14 (3) 3.10% Variable 12,900 12,900 4. Del Amo Fashion Center CA Torrance (Los Angeles) 50.0% 2,313,731 01/17/18 (3) 2.20% Variable 310,000 155,000 5. Fashion Valley CA San Diego 50.0% 1,728,442 01/04/21 4.30% Fixed 475,000 237,500 05/01/14 6.00% Fixed 5,739 2,870 6. Laguna Hills Mall CA Laguna Hills (Los Angeles) 100.0% 846,445 (2) 7. Santa Rosa Plaza CA Santa Rosa 100.0% 694,130 (2) 8. Shops at Mission Viejo, The CA Mission Viejo (Los Angeles) 51.0% 1,152,778 02/01/23 3.61% Fixed 295,000 150,450 9. Stanford Shopping Center CA Palo Alto (San Jose) 100.0% 1,350,214 (2) 10. Stoneridge Shopping Center CA Pleasanton (San Francisco) 49.9% 1,302,339 11/30/16 (4) 7.50% Fixed 221,304 110,431 11. Westminster Mall CA Westminster (Los Angeles) 100.0% 1,191,546 (2) 12. Mesa Mall CO Grand Junction 100.0% 881,705 06/01/16 5.79% Fixed 87,250 87,250 13. Town Center at Aurora CO Aurora (Denver) 100.0% 1,082,326 (2) 14. Crystal Mall CT Waterford 78.2% 783,292 06/06/22 4.46% Fixed 95,000 74,276 15. Dover Mall DE Dover 68.1% 873,824 08/06/21 5.57% Fixed 92,109 62,718 16. Aventura Mall (5) FL Miami Beach (Miami) 33.3% 2,105,789 12/11/17 5.91% Fixed 430,000 143,333 17. Avenues, The FL Jacksonville 25.0% (6) 1,116,526 02/06/23 3.60% Fixed 110,000 27,500 18. Boynton Beach Mall FL Boynton Beach (Miami) 100.0% 1,101,203 (2) 19. Coconut Point FL Estero 50.0% 1,204,910 12/10/16 5.83% Fixed 230,000 115,000 20. Coral Square FL Coral Springs (Miami) 97.2% 943,552 (2) 21. Cordova Mall FL Pensacola 100.0% 837,557 (2) 22. Dadeland Mall FL Miami 50.0% 1,400,578 12/05/21 4.50% Fixed 450,000 225,000 23. Edison Mall FL Fort Myers 100.0% 1,053,645 (2) 24. Falls, The FL Miami 50.0% 839,235 11/30/16 (4) 7.50% Fixed 110,012 55,006 25. Florida Mall, The FL Orlando 50.0% 1,768,116 09/05/20 5.25% Fixed 361,243 180,621 26. Gulf View Square FL Port Richey (Tampa) 100.0% 752,850 (2) 27. Indian River Mall FL Vero Beach 50.0% 736,621 11/01/14 5.21% Fixed 62,227 31,113 28. Melbourne Square FL Melbourne 100.0% 702,490 (2) 29. Miami International Mall FL Miami 47.8% 1,080,172 10/01/13 5.35% Fixed 87,991 42,038 30. Orange Park Mall FL Orange Park (Jacksonville) 100.0% 959,529 (2) 31. Paddock Mall FL Ocala 100.0% 557,130 (2) 32. Port Charlotte Town Center FL Port Charlotte 80.0% (7) 765,035 11/01/20 5.30% Fixed 46,944 37,555 33. Seminole Towne Center FL Sanford (Orlando) 45.0% (6) 1,106,176 05/06/21 5.97% Fixed 58,713 7,633 34. Shops at Sunset Place, The FL S. Miami 37.5% (6) 514,205 09/01/20 5.62% Fixed 75,276 28,229 Indebtedness ($ in 000's) Debt Information

 


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35 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 35. St. Johns Town Center FL Jacksonville 50.0% 1,235,038 03/11/15 5.06% Fixed 162,778 81,389 05/10/15 (3)(8) 5.50% Fixed 77,500 38,750 01/28/16 (3) 1.45% Variable 325 163 36. Town Center at Boca Raton FL Boca Raton (Miami) 100.0% 1,780,681 (2) 37. Treasure Coast Square FL Jensen Beach 100.0% 875,683 (2) 38. Tyrone Square FL St. Petersburg (Tampa) 100.0% 1,094,984 (2) 39. Lenox Square GA Atlanta 100.0% 1,560,182 (2) 40. Mall of Georgia GA Buford (Atlanta) 100.0% 1,820,444 (2) 41. Northlake Mall GA Atlanta 100.0% 963,404 (2) 42. Phipps Plaza GA Atlanta 100.0% 830,794 (2) 43. Town Center at Cobb GA Kennesaw (Atlanta) 100.0% 1,280,174 05/01/22 4.76% Fixed 200,000 200,000 44. Lindale Mall IA Cedar Rapids 100.0% 689,593 (2) 45. Southern Hills Mall IA Sioux City 100.0% 794,664 06/01/16 5.79% Fixed 101,500 101,500 46. Lincolnwood Town Center IL Lincolnwood (Chicago) 100.0% 421,755 (2) 47. Northfield Square IL Bourbonnais 71.7% (7) 530,325 02/11/14 6.05% Fixed 25,663 18,396 48. Northwoods Mall IL Peoria 100.0% 693,499 (2) 49. Orland Square IL Orland Park (Chicago) 100.0% 1,238,271 (2) 50. River Oaks Center IL Calumet City (Chicago) 100.0% 1,196,636 (2) 51. White Oaks Mall IL Springfield 80.7% 926,906 11/01/16 5.54% Fixed 50,000 40,339 52. Woodfield Mall IL Schaumburg (Chicago) 50.0% 2,171,697 03/05/24 4.50% Fixed 425,000 212,500 53. Castleton Square IN Indianapolis 100.0% 1,383,364 (2) 54. Circle Centre IN Indianapolis 14.7% (6) 771,146 01/28/20 (3) 3.10% Variable 67,000 9,822 55. College Mall IN Bloomington 100.0% 637,817 (2) 56. Fashion Mall at Keystone, The IN Indianapolis 100.0% 680,813 (2) 57. Greenwood Park Mall IN Greenwood (Indianapolis) 100.0% 1,288,840 08/01/16 (9) 8.00% Fixed 77,337 77,337 58. Markland Mall IN Kokomo 100.0% 416,774 (2) 59. Muncie Mall IN Muncie 100.0% 630,714 (2) 60. Tippecanoe Mall IN Lafayette 100.0% 864,379 (2) 61. University Park Mall IN Mishawaka 100.0% 922,304 (2) 62. Washington Square IN Indianapolis 100.0% 967,702 07/01/16 (10) 5.94% Fixed 25,481 25,481 63. Towne East Square KS Wichita 100.0% 1,134,369 (2) 64. Towne West Square KS Wichita 100.0% 941,494 06/01/21 5.61% Fixed 49,871 49,871 65. West Ridge Mall KS Topeka 100.0% 991,799 07/01/14 5.89% Fixed 65,525 65,525 66. Prien Lake Mall LA Lake Charles 100.0% 782,988 (2) Indebtedness ($ in 000's) Debt Information

 


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36 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 67. Arsenal Mall MA Watertown (Boston) 100.0% 439,283 (2) 68. Auburn Mall MA Auburn 56.4% 587,472 09/01/20 6.02% Fixed 40,744 22,967 69. Burlington Mall MA Burlington (Boston) 100.0% 1,317,005 (2) 70. Cape Cod Mall MA Hyannis 56.4% 721,754 03/06/21 5.75% Fixed 97,537 54,982 71. Copley Place MA Boston 98.1% 1,241,760 (2) 72. Emerald Square MA North Attleboro (Providence, RI) 56.4% 1,022,740 08/11/22 4.71% Fixed 113,999 64,261 73. Greendale Mall MA Worcester (Boston) 56.4% 429,711 10/01/16 6.00% Fixed 45,000 25,367 74. Liberty Tree Mall MA Danvers (Boston) 49.1% 856,240 10/11/13 5.22% Fixed 35,000 17,198 75. Mall at Chestnut Hill, The MA Chestnut Hill (Boston) 94.4% 465,088 (2) 76. Northshore Mall MA Peabody (Boston) 56.4% 1,592,124 03/11/34 5.03% Fixed 190,005 107,106 77. Solomon Pond Mall MA Marlborough (Boston) 56.4% 883,458 11/01/22 4.01% Fixed 109,364 61,649 78. South Shore Plaza MA Braintree (Boston) 100.0% 1,591,505 (2) 79. Square One Mall MA Saugus (Boston) 56.4% 928,535 01/06/22 5.47% Fixed 98,492 55,520 80. Bowie Town Center MD Bowie (Washington, D.C.) 100.0% 685,724 (2) 81. St. Charles Towne Center MD Waldorf (Washington, D.C.) 100.0% 980,196 (2) 82. Bangor Mall ME Bangor 67.1% (11) 652,531 10/01/17 6.15% Fixed 80,000 53,672 83. Briarwood Mall MI Ann Arbor 50.0% 971,678 11/30/16 (4) 7.50% Fixed 113,805 56,903 84. Maplewood Mall MN St. Paul (Minneapolis) 100.0% 926,483 (2) 85. Miller Hill Mall MN Duluth 100.0% 783,777 (2) 86. Southdale Center MN Edina (Minneapolis) 100.0% 1,278,323 04/01/23 3.84% Fixed 155,000 155,000 87. Battlefield Mall MO Springfield 100.0% 1,198,830 09/01/22 3.95% Fixed 125,000 125,000 88. Independence Center MO Independence (Kansas City) 100.0% 866,289 07/10/17 5.94% Fixed 200,000 200,000 89. SouthPark NC Charlotte 100.0% 1,621,456 08/01/16 (9) 8.00% Fixed 191,410 191,410 90. Mall at Rockingham Park, The NH Salem (Boston) 28.2% 1,025,146 03/10/17 5.61% Fixed 260,000 73,282 91. Mall of New Hampshire, The NH Manchester 56.4% 811,079 10/05/15 6.23% Fixed 128,779 72,593 92. Pheasant Lane Mall NH Nashua (12) 979,522 (2) 93. Brunswick Square NJ East Brunswick (New York) 100.0% 760,286 08/11/14 5.65% Fixed 77,803 77,803 94. Livingston Mall NJ Livingston (New York) 100.0% 968,351 (2) 95. Menlo Park Mall NJ Edison (New York) 100.0% 1,319,190 (2) 96. Ocean County Mall NJ Toms River (New York) 100.0% 891,871 (2) 97. Quaker Bridge Mall NJ Lawrenceville 50.0% 1,076,138 04/01/16 7.03% Fixed 14,809 7,405 04/01/16 2.95% Fixed 62,000 31,000 98. Rockaway Townsquare NJ Rockaway (New York) 100.0% 1,247,554 (2) 99. Shops at Riverside, The NJ Hackensack (New York) 100.0% 771,164 02/01/23 3.37% Fixed 130,000 130,000 100. Cottonwood Mall NM Albuquerque 100.0% 1,042,826 (2) Indebtedness ($ in 000's) Debt Information

 


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37 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 101. Forum Shops at Caesars, The NV Las Vegas 100.0% 672,096 (2) 102. Meadowood Mall NV Reno 50.0% 874,092 11/06/21 5.82% Fixed 122,988 61,494 103. Chautauqua Mall NY Lakewood 100.0% 429,305 (2) 104. Jefferson Valley Mall NY Yorktown Heights (New York) 100.0% 556,215 (2) 105. Roosevelt Field NY Garden City (New York) 100.0% 2,247,946 (2) 106. Smith Haven Mall NY Lake Grove (New York) 25.0% (6) 1,291,885 03/01/16 5.16% Fixed 180,000 45,000 107. Walt Whitman Shops NY Huntington Station (New York) 100.0% 1,001,991 08/01/16 (9) 8.00% Fixed 117,939 117,939 108. Westchester, The NY White Plains (New York) 40.0% 826,417 05/05/20 6.00% Fixed 361,202 144,481 109. Great Lakes Mall OH Mentor (Cleveland) 100.0% 1,236,848 (2) 110. Lima Mall OH Lima 100.0% 740,063 (2) 111. Mall at Tuttle Crossing, The OH Dublin (Columbus) 50.0% 1,129,180 11/05/13 5.05% Fixed 107,843 53,922 112. Richmond Town Square OH Richmond Heights (Cleveland) 100.0% 1,011,972 (2) 113. Southern Park Mall OH Youngstown 100.0% 1,202,645 (2) 114. Summit Mall OH Akron 100.0% 769,498 06/10/17 5.42% Fixed 65,000 65,000 115. Upper Valley Mall OH Springfield 100.0% 739,021 07/01/16 (3)(13) 5.89% Fixed 43,662 43,662 116. Penn Square Mall OK Oklahoma City 94.5% 1,058,349 04/01/16 7.75% Fixed 96,139 90,847 117. Woodland Hills Mall OK Tulsa 94.5% 1,090,153 04/05/19 7.79% Fixed 93,763 88,575 118. King of Prussia Mall PA King of Prussia (Philadelphia) 96.1% 2,474,125 01/01/17 7.49% Fixed 76,908 73,899 01/01/17 8.53% Fixed 5,490 5,275 01/01/17 4.50% Fixed 50,000 48,044 119. Lehigh Valley Mall PA Whitehall 38.0% (11) 1,180,169 07/05/20 5.88% Fixed 135,073 51,274 120. Montgomery Mall PA North Wales (Philadelphia) 60.0% (11) 986,815 05/11/34 5.17% Fixed 81,788 49,066 121. Oxford Valley Mall PA Langhorne (Philadelphia) 64.9% (11) 1,330,528 12/07/20 4.77% Fixed 68,578 44,537 122. Ross Park Mall PA Pittsburgh 100.0% 1,239,936 (2) 123. South Hills Village PA Pittsburgh 100.0% 1,118,042 (2) 124. Springfield Mall (5) PA Springfield (Philadelphia) 38.0% (11) 611,114 11/30/15 (8) 4.77% Fixed 64,728 24,590 125. Plaza Carolina PR Carolina (San Juan) 100.0% 1,101,408 06/01/14 7.50% Fixed 86,453 86,453 06/01/14 (8) 7.63% Fixed 93,045 93,045 126. Anderson Mall SC Anderson 100.0% 671,583 12/01/22 4.61% Fixed 20,764 20,764 127. Haywood Mall SC Greenville 100.0% 1,228,778 (2) 128. Empire Mall SD Sioux Falls 100.0% 1,038,085 06/01/16 5.79% Fixed 176,300 176,300 129. Rushmore Mall SD Rapid City 100.0% 829,585 06/01/16 5.79% Fixed 94,000 94,000 130. Knoxville Center TN Knoxville 100.0% 961,107 (2) 131. Oak Court Mall TN Memphis 100.0% 849,645 (2) 132. West Town Mall TN Knoxville 50.0% 1,336,662 12/01/17 6.34% Fixed 210,000 105,000 133. Wolfchase Galleria TN Memphis 94.5% 1,152,140 04/01/17 5.64% Fixed 225,000 212,616 Indebtedness ($ in 000's) Debt Information

 


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38 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 134. Barton Creek Square TX Austin 100.0% 1,429,965 (2) 135. Broadway Square TX Tyler 100.0% 627,933 (2) 136. Cielo Vista Mall TX El Paso 100.0% 1,241,535 (2) 137. Domain, The TX Austin 100.0% 1,214,495 08/01/21 5.44% Fixed 203,877 203,877 138. Firewheel Town Center TX Garland (Dallas) 100.0% 998,873 (2) 139. Galleria, The TX Houston 50.4% 2,237,133 12/01/15 5.44% Fixed 643,583 324,173 12/01/15 5.44% Fixed 177,417 89,365 140. Ingram Park Mall TX San Antonio 100.0% 1,124,822 06/01/21 5.38% Fixed 141,636 141,636 141. Irving Mall TX Irving (Dallas) 100.0% 1,054,027 (2) 142. La Plaza Mall TX McAllen 100.0% 1,220,883 (2) 143. Lakeline Mall TX Cedar Park (Austin) 100.0% 1,097,510 (2) 144. Longview Mall TX Longview 100.0% 638,520 (2) 145. Midland Park Mall TX Midland 100.0% 615,380 09/06/22 4.35% Fixed 84,314 84,314 146. North East Mall TX Hurst (Dallas) 100.0% 1,670,208 (2) 147. Rolling Oaks Mall TX San Antonio 100.0% 882,349 (2) 148. Sunland Park Mall TX El Paso 100.0% 921,628 01/01/26 8.63% Fixed 29,320 29,320 149. Valle Vista Mall TX Harlingen 100.0% 650,778 05/10/17 5.35% Fixed 40,000 40,000 150. Apple Blossom Mall VA Winchester 49.1% 419,665 (2) 151. Charlottesville Fashion Square VA Charlottesville 100.0% 576,157 (2) 152. Chesapeake Square VA Chesapeake (Virginia Beach) 75.0% (7) 759,895 08/01/14 5.84% Fixed 66,277 49,708 153. Fashion Centre at Pentagon City VA Arlington (Washington, DC) 42.5% 988,829 07/01/21 5.11% Fixed 40,000 17,000 07/01/21 4.87% Fixed 410,000 174,250 154. Virginia Center Commons VA Glen Allen 100.0% 774,502 (2) 155. Columbia Center WA Kennewick 100.0% 770,484 (2) 156. Northgate Mall WA Seattle 100.0% 1,052,036 (2) 157. Tacoma Mall WA Tacoma (Seattle) 100.0% 1,325,746 (2) 158. Bay Park Square WI Green Bay 100.0% 711,737 (2) 159. Forest Mall WI Fond Du Lac 100.0% 500,273 (2) 160. Southridge Mall WI Greendale (Milwaukee) 100.0% 1,165,464 04/01/15 5.23% Fixed 124,000 124,000 Total Mall Square Footage 163,600,395 Premium Outlets 1. Camarillo Premium Outlets CA Camarillo (Los Angeles) 100.0% 674,087 (2) 2. Carlsbad Premium Outlets CA Carlsbad (San Diego) 100.0% 288,424 (2) 3. Desert Hills Premium Outlets CA Cabazon (Palm Springs) 100.0% 501,566 (2) 4. Folsom Premium Outlets CA Folsom (Sacramento) 100.0% 298,075 (2) 5. Gilroy Premium Outlets CA Gilroy (San Jose) 100.0% 577,856 (2) Indebtedness ($ in 000's) Debt Information

 


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39 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 6. Las Americas Premium Outlets CA San Diego 100.0% 554,966 06/11/16 5.84% Fixed 180,000 180,000 7. Livermore Premium Outlets CA Livermore (San Francisco) 100.0% 511,811 (2) 8. Napa Premium Outlets CA Napa 100.0% 179,285 (2) 9. Petaluma Village Premium Outlets CA Petaluma (San Francisco) 100.0% 195,768 (2) 10. Pismo Beach Premium Outlets CA Pismo Beach 100.0% 147,416 11/06/16 (14) 5.84% Fixed 33,850 33,850 11. Vacaville Premium Outlets CA Vacaville 100.0% 437,281 (2) 12. Clinton Crossing Premium Outlets CT Clinton 100.0% 276,256 (2) 13. Ellenton Premium Outlets FL Ellenton (Tampa) 100.0% 476,662 01/11/16 (15) 5.51% Fixed 103,833 103,833 14. Orlando Premium Outlets- International Dr FL Orlando 100.0% 773,409 (2) 15. Orlando Premium Outlets- Vineland Ave FL Orlando 100.0% 549,651 (2) 16. Silver Sands Premium Outlets FL Destin 50.0% 451,191 06/01/22 3.93% Fixed 100,000 50,000 17. St. Augustine Premium Outlets FL St. Augustine (Jacksonsville) 100.0% 328,570 (2) 18. Calhoun Premium Outlets GA Calhoun 100.0% 254,052 09/01/16 (16) 5.79% Fixed 20,308 20,308 19. North Georgia Premium Outlets GA Dawsonville (Atlanta) 100.0% 540,430 (2) 20. Waikele Premium Outlets HI Waipahu (Honolulu) 100.0% 209,732 (2) 21. Chicago Premium Outlets IL Aurora (Chicago) 100.0% 437,332 (2) 22. Edinburgh Premium Outlets IN Edinburgh (Indianapolis) 100.0% 377,816 (2) 23. Lighthouse Place Premium Outlets IN Michigan City (Chicago, IL) 100.0% 454,598 (2) 24. Lee Premium Outlets MA Lee 100.0% 224,709 09/01/16 (16) 5.79% Fixed 50,695 50,695 25. Wrentham Village Premium Outlets MA Wrentham (Boston) 100.0% 660,096 (2) 26. Kittery Premium Outlets ME Kittery 100.0% 264,951 (2) 27. Hagerstown Premium Outlets MD Hagerstown (Baltimore/ 100.0% 484,968 04/11/16 (17) 5.95% Fixed 88,664 88,664 Washington DC) 28. Queenstown Premium Outlets MD Queenstown (Baltimore) 100.0% 289,305 11/06/16 (14) 5.84% Fixed 66,150 66,150 29. Birch Run Premium Outlets MI Birch Run (Detroit) 100.0% 678,647 04/11/16 (17) 5.95% Fixed 105,524 105,524 30. Albertville Premium Outlets MN Albertville (Minneapolis) 100.0% 429,582 (2) 31. Osage Beach Premium Outlets MO Osage Beach 100.0% 392,711 (2) 32. Gulfport Premium Outlets MS Gulfport 100.0% 299,426 01/11/16 (15) 5.51% Fixed 25,009 25,009 33. Carolina Premium Outlets NC Smithfield (Raleigh) 100.0% 438,977 12/01/22 3.36% Fixed 50,255 50,255 Indebtedness ($ in 000's) Debt Information

 


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40 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 34. Merrimack Premium Outlets NH Merrimack 100.0% 408,996 (2) 35. Jackson Premium Outlets NJ Jackson (New York) 100.0% 285,660 (2) 36. Jersey Shore Premium Outlets NJ Tinton Falls (New York) 100.0% 434,477 01/11/16 (15) 5.51% Fixed 69,562 69,562 37. Liberty Village Premium Outlets NJ Flemington (New York) 100.0% 162,198 (2) 38. Las Vegas Premium Outlets- North NV Las Vegas 100.0% 538,689 (2) 39. Las Vegas Premium Outlets- South NV Las Vegas 100.0% 535,466 (2) 40. Waterloo Premium Outlets NY Waterloo 100.0% 417,741 (2) 41. Woodbury Common Premium Outlets NY Central Valley (New York) 100.0% 847,768 (2) 42. Aurora Farms Premium Outlets OH Aurora (Cleveland) 100.0% 290,520 (2) 43. Cincinnati Premium Outlets OH Monroe (Cincinnati) 100.0% 398,869 (2) 44. Columbia Gorge Premium Outlets OR Troutdale (Portland) 100.0% 163,693 (2) 45. Grove City Premium Outlets PA Grove City (Pittsburgh) 100.0% 531,722 01/11/16 (15) 5.51% Fixed 112,095 112,095 46. Philadelphia Premium Outlets PA Limerick (Philadelphia) 100.0% 549,137 (2) 47. The Crossings Premium Outlets PA Tannersville 100.0% 411,216 12/01/22 3.41% Fixed 115,000 115,000 48. Puerto Rico Premium Outlets PR Barceloneta 100.0% 344,974 05/01/14 (18) 3.75% Variable 71,839 71,839 49. Gaffney Premium Outlets SC Gaffney (Greenville/Charlotte) 100.0% 359,731 09/01/16 (16) 5.79% Fixed 36,855 36,855 50. Lebanon Premium Outlets TN Lebanon (Nashville) 100.0% 227,073 01/11/16 (15) 5.51% Fixed 15,376 15,376 51. Allen Premium Outlets TX Allen (Dallas) 100.0% 441,718 (2) 52. Grand Prairie Premium Outlets TX Grand Prairie (Dallas) 100.0% 417,423 04/01/23 3.66% Fixed 120,000 120,000 53. Houston Premium Outlets TX Cypress (Houston) 100.0% 541,577 (2) 54. Rio Grande Valley Premium Outlets TX Mercedes (McAllen) 100.0% 604,105 (2) 55. Round Rock Premium Outlets TX Round Rock (Austin) 100.0% 488,681 (2) 56. San Marcos Premium Outlets TX San Marcos (Austin/ 100.0% 731,305 01/11/16 (15) 5.51% Fixed 142,181 142,181 San Antonio) 57. Tanger Outlets - Galveston/Houston (5) TX Texas City 50.0% 352,705 (2) 58. Leesburg Corner Premium Outlets VA Leesburg (Washington D.C.) 100.0% 518,003 (2) 59. Williamsburg Premium Outlets VA Williamsburg 100.0% 521,952 04/11/16 (17) 5.95% Fixed 102,432 102,432 60. North Bend Premium Outlets WA North Bend (Seattle) 100.0% 223,561 (2) 61. Seattle Premium Outlets WA Tulalip (Seattle) 100.0% 451,080 (2) Indebtedness ($ in 000's) Debt Information

 


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41 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 62. Johnson Creek Premium Outlets WI Johnson Creek 100.0% 276,373 (2) 63. Pleasant Prairie Premium Outlets WI Pleasant Prairie (Chicago, IL/ 100.0% 402,533 01/11/16 (15) 5.51% Fixed 59,744 59,744 Milwaukee) 12/01/16 6.01% Fixed 36,244 36,244 Total U.S. Premium Outlet Square Footage 26,538,552 Total Mall and U.S. Premium Outlet Square Footage 190,138,947 The Mills 1. Arizona Mills AZ Tempe (Phoenix) 50.0% 1,239,789 07/01/20 5.76% Fixed 169,129 84,565 2. Great Mall CA Milpitas (San Jose) 100.0% 1,361,548 08/28/15 (3) 6.01% Fixed 270,000 270,000 3. Ontario Mills CA Ontario (Riverside) 50.0% 1,472,690 03/05/22 4.25% Fixed 344,099 172,050 4. Outlets at Orange, The CA Orange (Los Angeles) 50.0% 795,052 10/01/14 6.25% Fixed 215,321 107,660 5. Colorado Mills CO Lakewood (Denver) 37.5% (6) 1,097,840 06/01/15 3.95% Variable 128,709 48,266 6. Sawgrass Mills FL Sunrise (Miami) 100.0% 2,232,737 07/01/14 5.82% Fixed 820,000 820,000 7. Gurnee Mills IL Gurnee (Chicago) 100.0% 1,782,442 07/01/17 5.77% Fixed 321,000 321,000 8. Arundel Mills MD Hanover (Baltimore) 59.3% 1,560,429 08/01/14 6.14% Fixed 373,417 221,250 9. Concord Mills NC Concord (Charlotte) 59.3% 1,338,579 11/01/22 3.84% Fixed 235,000 139,261 10. Opry Mills TN Nashville 100.0% 1,153,079 10/10/16 (3) 6.16% Fixed 280,000 280,000 10/10/16 (3) 5.00% Fixed 104,240 104,240 11. Grapevine Mills TX Grapevine (Dallas) 59.3% 1,777,138 09/22/14 (3) (8) 5.90% Fixed 270,000 160,002 12. Katy Mills TX Katy (Houston) 62.5% (6) 1,559,488 12/06/22 3.49% Fixed 140,000 35,000 13. Potomac Mills VA Woodbridge (Washington, D.C.) 100.0% 1,499,899 07/11/17 5.83% Fixed 410,000 410,000 Total The Mills Square Footage 18,870,710 Indebtedness ($ in 000's) Debt Information

 


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42 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share Community/Lifestyle Centers 1. Denver West Village CO Lakewood (Denver) 37.5% 310,709 07/01/21 5.04% Fixed 28,000 10,500 2. Plaza at Buckland Hills, The CT Manchester 41.3% (19) 329,885 07/01/15 4.60% Fixed 24,800 0 3. Gaitway Plaza FL Ocala 32.2% (19) 208,755 07/01/15 (20) 4.60% Fixed 13,900 0 4. Highland Lakes Center FL Orlando 100.0% 488,850 (2) 5. Indian River Commons FL Vero Beach 50.0% 255,942 11/01/14 5.21% Fixed 9,184 4,592 6. Naples Outlet Center FL Naples 100.0% 146,019 01/11/16 (15) 5.51% Fixed 15,932 15,932 7. Pier Park FL Panama City Beach 65.6% 842,216 (2) 8. Royal Eagle Plaza FL Coral Springs (Miami) 42.0% (19) 202,996 (2) 9. Terrace at The Florida Mall FL Orlando 100.0% 346,692 (2) 10. Waterford Lakes Town Center FL Orlando 100.0% 949,934 (2) 11. West Town Corners FL Altamonte Springs (Orlando) 32.2% (19) 385,352 07/01/15 (20) 4.60% Fixed 18,800 0 12. Westland Park Plaza FL Orange Park (Jacksonville) 32.2% (19) 163,254 (2) 13. Mall of Georgia Crossing GA Buford (Atlanta) 100.0% 440,670 10/06/22 4.28% Fixed 24,830 24,830 14. Bloomingdale Court IL Bloomingdale (Chicago) 100.0% 615,046 11/01/15 8.15% Fixed 25,459 25,459 15. Countryside Plaza IL Countryside (Chicago) 100.0% 403,756 (2) 16. Crystal Court IL Crystal Lake (Chicago) 37.9% (19) 285,398 (2) 17. Forest Plaza IL Rockford 100.0% 428,044 10/10/19 (21) 7.50% Fixed 17,991 17,991 18. Lake Plaza IL Waukegan (Chicago) 100.0% 215,568 (2) 19. Lake View Plaza IL Orland Park (Chicago) 100.0% 367,449 12/31/14 8.00% Fixed 15,588 15,588 20. Lincoln Crossing IL O'Fallon (St. Louis) 100.0% 243,326 (2) 21. Matteson Plaza IL Matteson (Chicago) 100.0% 270,892 (2) 22. North Ridge Plaza IL Joliet (Chicago) 100.0% 305,735 (2) 23. White Oaks Plaza IL Springfield 100.0% 387,911 10/10/19 (21) 7.50% Fixed 14,014 14,014 24. Clay Terrace IN Carmel (Indianapolis) 50.0% 576,787 10/01/15 5.08% Fixed 115,000 57,500 25. Greenwood Plus IN Greenwood (Indianapolis) 100.0% 155,319 (2) 26. Hamilton Town Center IN Noblesville (Indianapolis) 50.0% 666,379 04/01/22 4.81% Fixed 84,000 42,000 27. Keystone Shoppes IN Indianapolis 100.0% 29,140 (2) 28. Markland Plaza IN Kokomo 100.0% 90,527 (2) 29. Muncie Towne Plaza IN Muncie 100.0% 172,617 10/10/19 (21) 7.50% Fixed 7,007 7,007 30. New Castle Plaza IN New Castle 100.0% 91,648 (2) 31. Northwood Plaza IN Fort Wayne 100.0% 208,076 (2) 32. Tippecanoe Plaza IN Lafayette 100.0% 90,522 (2) 33. University Center IN Mishawaka 100.0% 150,524 (2) 34. Village Park Plaza IN Carmel (Indianapolis) 35.7% (19) 575,552 07/01/15 4.60% Fixed 29,850 3,582 35. Washington Plaza IN Indianapolis 100.0% 50,107 (2) Indebtedness ($ in 000's) Debt Information

 


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43 Property and Debt Information As of March 31, 2013 Legal Total Maturity Interest Property Name State City (CBSA) Ownership Square Feet Date Rate (1) Type Total Our Share 36. West Ridge Plaza KS Topeka 100.0% 254,480 (2) 37. Arundel Mills Marketplace MD Hanover (Baltimore) 59.3% 101,535 01/01/14 5.92% Fixed 10,696 6,337 38. St. Charles Towne Plaza MD Waldorf (Washington, D.C.) 100.0% 393,808 (2) 39. Concord Mills Marketplace NC Concord (Charlotte) 100.0% 230,683 02/01/14 5.76% Fixed 12,424 12,424 40. Dare Centre NC Kill Devil Hills 100.0% 168,674 (2) 41. MacGregor Village NC Cary 100.0% 144,370 (2) 42. North Ridge Shopping Center NC Raleigh 100.0% 169,818 12/01/22 3.41% Fixed 12,500 12,500 43. Rockaway Commons NJ Rockaway (New York) 100.0% 149,940 (2) 44. Rockaway Town Plaza NJ Rockaway (New York) 100.0% 459,301 (2) 45. ABQ Uptown NM Albuquerque 100.0% 230,051 (2) 46. Great Lakes Plaza OH Mentor (Cleveland) 100.0% 164,369 (2) 47. Lima Center OH Lima 100.0% 233,878 (2) 48. DeKalb Plaza PA King of Prussia (Philadelphia) 84.1% 102,032 01/01/15 5.28% Fixed 2,493 2,095 49. Henderson Square PA King of Prussia (Philadelphia) 75.9% (11) 107,371 04/01/16 4.43% Fixed 13,548 10,286 50. Lincoln Plaza PA King of Prussia (Philadelphia) 64.9% (11) 267,885 (2) 51. Whitehall Mall PA Whitehall 38.0% (11) 605,814 11/01/18 7.00% Fixed 10,910 4,141 52. Charles Towne Square SC Charleston 100.0% 71,794 (2) 53. Empire East SD Sioux Falls 100.0% 287,552 (2) 54. Arboretum TX Austin 100.0% 194,972 (2) 55. Gateway Centers TX Austin 100.0% 511,706 (2) 56. Lakeline Plaza TX Cedar Park (Austin) 100.0% 387,381 10/10/19 (21) 7.50% Fixed 16,855 16,855 57. Palms Crossing TX McAllen 100.0% 392,294 08/01/21 (22) 5.49% Fixed 37,611 37,611 58. Richardson Square TX Richardson (Dallas) 100.0% 517,265 (2) 59. Shops at Arbor Walk, The TX Austin 100.0% 458,470 08/01/21 (22) 5.49% Fixed 42,508 42,508 60. Shops at North East Mall, The TX Hurst (Dallas) 100.0% 365,008 (2) 61. Wolf Ranch TX Georgetown (Austin) 100.0% 626,168 (2) 62. Chesapeake Center VA Chesapeake (Virginia Beach) 100.0% 305,935 (2) 63. Fairfax Court VA Fairfax (Washington, D.C.) 41.3% (19) 249,488 (2) 64. Martinsville Plaza VA Martinsville 100.0% 102,105 (2) Total Community/Lifestyle Center Square Footage 19,705,744 Indebtedness ($ in 000's) Debt Information

 


44 Property and Debt Information As of March 31, 2013 190,400 Subtotal Malaysia Square Footage 14,381 28,762 Variable 5.35% (27) 02/28/19 190,400 50.0% Johor (Singapore) Johor Premium Outlets 11. MALAYSIA 615,600 Subtotal South Korea Square Footage (2) 276,200 50.0% Yeoju (Seoul) Yeoju Premium Outlets 10. 35,975 71,950 Variable 5.92% (26) 11/28/19 339,400 50.0% Paju (Seoul) Paju Premium Outlets 9. KOREA 2,791,600 Subtotal Japan Square Footage 444 1,111 Fixed 1.47% (25) 08/24/13 10,835 27,088 Variable 0.51% (25) 01/31/16 290,600 40.0% Fukuoka (Kyushu) Tosu Premium Outlets 8. 4,288 10,720 Variable 1.05% (25) 04/30/15 289,500 40.0% Toki (Nagoya) Toki Premium Outlets 7. 9,669 24,173 Variable 0.47% (25) 10/31/18 164,200 40.0% Izumi Park Town (Sendai) Sendai-Izumi Premium Outlets 6. 7,502 18,755 Variable 0.52% (25) 05/31/18 390,800 40.0% Sano (Tokyo) Sano Premium Outlets 5. 8,058 20,144 Variable 0.53% (25) 07/31/17 4,162 10,406 Fixed 1.85% (25) 11/25/14 419,000 40.0% Izumisano (Osaka) Rinku Premium Outlets 4. 20,373 50,932 Variable 0.75% (25) 01/31/18 636 1,590 Fixed 1.70% (25) 01/31/14 441,000 40.0% Kobe (Osaka) Kobe-Sanda Premium Outlets 3. 12,319 30,798 Fixed 1.60% (25) 10/25/14 481,500 40.0% Gotemba City (Tokyo) Gotemba Premium Outlets 2. 46,180 115,456 Fixed 1.82% (25) 09/25/23 315,000 40.0% Ami (Tokyo) Ami Premium Outlets 1. JAPAN International Properties 237,874,625 TOTAL U.S. SQUARE FOOTAGE (24) 1,060,417 Total Other Properties Square Footage 40,236 40,236 Fixed 5.51% (15) 01/11/16 Outlet Marketplace, and The Shoppes at Branson Meadows Factory Stores of America-Lebanon, Florida Keys Outlet Center, Huntley Outlet Center, Other Properties 8,098,807 Total TMLP Properties Square Footage 372,329 955,617 (23) Marley Station, Northpark Mall, and Sugarloaf Mills Franklin Mills, The Esplanade, The Galleria at White Plains, Hilltop Mall, Liberty Plaza, TMLP Properties Our Share Total Type Rate (1) Date Square Feet Ownership City (CBSA) State Property Name Indebtedness ($ in 000's) Interest Maturity Total Legal Debt Information

 


45 Property and Debt Information As of March 31, 2013 $5,530,142 Our Share of Joint Venture Mortgage Debt $7,725,728 Our Share of Consolidated Mortgage Debt (31) $13,255,870 $19,746,567 TOTAL SECURED INDEBTEDNESS 51,260 116,834 (30) Other 22,439 44,878 Variable 2.37% (29) 07/09/15 Toronto Premium Outlets (property under construction) 18,082 36,164 Variable 5.44% (26) 02/13/17 Busan Premium Outlets (property under construction) Other Secured Indebtedness: 241,750,225 TOTAL SQUARE FOOTAGE 3,875,600 TOTAL INTERNATIONAL SQUARE FOOTAGE (28) 278,000 Subtotal Mexico Square Footage (2) 278,000 50.0% Mexico City Premium Outlets Punta Norte 12. MEXICO Our Share Total Type Rate (1) Date Square Feet Ownership City (CBSA) State Property Name Indebtedness ($ in 000's) Interest Maturity Total Legal Debt Information

 


46 Property and Debt Information As of March 31, 2013 $14,635,556 $14,635,556 Total Unsecured Indebtedness 550,000 550,000 Fixed 4.75% 03/15/42 Simon Property Group, LP (Sr. Notes) 600,000 600,000 Fixed 6.75% 02/01/40 Simon Property Group, LP (Sr. Notes) 500,000 500,000 Fixed 2.75% 02/01/23 Simon Property Group, LP (Sr. Notes) 600,000 600,000 Fixed 3.38% 03/15/22 Simon Property Group, LP (Sr. Notes) 1,600,000 1,600,000 700,000 700,000 Fixed 4.13% 12/01/21 Simon Property Group, LP (Sr. Notes) 900,000 900,000 Fixed 4.38% 03/01/21 Simon Property Group, LP (Sr. Notes) 1,250,000 1,250,000 Fixed 5.65% 02/01/20 Simon Property Group, LP (Sr. Notes) 650,000 650,000 Fixed 10.35% 04/01/19 Simon Property Group, LP (Sr. Notes) 1,990,000 1,990,000 200,000 200,000 Fixed 7.38% 06/15/18 Simon Property Group, LP (Sr. Notes) 800,000 800,000 Fixed 6.13% 05/30/18 Simon Property Group, LP (Sr. Notes) 240,000 240,000 Variable 1.30% (3) 02/28/18 Unsecured Term Loan 750,000 750,000 Fixed 1.50% 02/01/18 Simon Property Group, LP (Sr. Notes) 1,836,054 1,836,054 600,000 600,000 Fixed 2.15% 09/15/17 Simon Property Group, LP (Sr. Notes) 236,054 236,054 Variable 1.12% (3)(33) 06/30/17 Supplemental Credit Facility - Yen Currency 500,000 500,000 Fixed 5.88% 03/01/17 Simon Property Group, LP (Sr. Notes) 500,000 500,000 Fixed 2.80% 01/30/17 Simon Property Group, LP (Sr. Notes) 2,450,020 2,450,020 650,000 650,000 Fixed 5.25% 12/01/16 Simon Property Group, LP (Sr. Notes) 1,150,020 1,150,020 Variable 1.06% (3)(32) 10/30/16 Revolving Credit Facility - Euro Currency 400,000 400,000 Fixed 6.10% 05/01/16 Simon Property Group, LP (Sr. Notes) 250,000 250,000 Fixed 7.88% 03/15/16 Retail Property Trust (Sr. Notes) 1,600,000 1,600,000 600,000 600,000 Fixed 5.75% 12/01/15 Simon Property Group, LP (Sr. Notes) 600,000 600,000 Fixed 5.10% 06/15/15 Simon Property Group, LP (Sr. Notes) 400,000 400,000 Fixed 4.20% 02/01/15 Simon Property Group, LP (Sr. Notes) 934,482 934,482 218,430 218,430 Fixed 5.63% 08/15/14 Simon Property Group, LP (Sr. Notes) 516,052 516,052 Fixed 6.75% 05/15/14 Simon Property Group, LP (Sr. Notes) 200,000 200,000 Fixed 4.90% 01/30/14 Simon Property Group, LP (Sr. Notes) 75,000 75,000 Fixed 7.18% 09/01/13 Retail Property Trust (Sr. Notes) Our Share Total Type Rate (1) Date Unsecured Indebtedness: Indebtedness ($ in 000's) Interest Maturity Debt Information

 


47 Property and Debt Information As of March 31, 2013 (33) Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Yen 22.3 billion. (32) Amounts shown in USD equivalent. Balance includes borrowings on multi-currency tranche of Euro 900.0 million. $84.3 million of payment guarantees provided by the Operating Partnership. Partnership. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately (31) Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including The Mills Limited (30) Consists of 6 loans with interest rates ranging from 2.15% to 8.20% and maturities between 2013 and 2021. (29) Amounts shown in USD equivalent; CAD equivalent is 45.6 million. (28) Does not include Klépierre. (27) Amounts shown in USD equivalent; Ringgit equivalent is 89.1 million. (26) Amounts shown in USD equivalent; Won equivalent is 102.1 billion. (25) Amounts shown in USD equivalent; Yen equivalent is 29.4 billion. Firewheel Town Center - 73,906 sq. ft. Southdale Center - 20,393 sq. ft. Fashion Centre at Pentagon City - 169,089 sq. ft. Plaza Carolina - 27,343 sq. ft. Domain, The - 135,589 sq. ft. River Oaks - 41,494 sq. ft. Del Amo Fashion Center - 57,927 sq. ft. Oxford Valley Mall - 110,902 sq. ft. Copley Place - 867,257 sq. ft. Oak Court Mall - 126,775 sq. ft. Clay Terrace - 75,118 sq. ft. Menlo Park Mall - 49,461 sq. ft. Circle Centre - 25,192 sq. ft. Greendale Mall - 119,860 sq. ft. Arsenal Mall - 52,847 sq. ft. of office space: (24) Includes office space of 2,092,135 square feet including the following centers with more than 20,000 square feet (23) Consists of 8 properties with interest rates ranging from 4.5% to 7.32% and maturities between 2013 and 2023. (22) These two properties are secured by cross-collateralized and cross-defaulted mortgages. (21) These four properties are secured by cross-collateralized and cross-defaulted mortgages. (20) These two properties are secured by cross-collateralized and cross-defaulted mortgages. (19) Outside partner receives substantially all of the economic benefit and/or capital allocation due to a partner preference. (18) Through an interest rate floor agreement, the LIBOR rate is currently fixed at 1.50%. (17) These three properties are secured by cross-collateralized and cross-defaulted mortgages. (16) These three properties are secured by cross-collateralized and cross-defaulted mortgages. cross-defaulted mortgages. (15) These ten properties (which includes Florida Keys Outlet Center and Huntley Outlet Center) are secured by cross-collateralized and (14) These two properties are secured by cross-collateralized and cross-defaulted mortgages. (13) Comprised of a $27.0 million note at 5.89% and a $20.0 million note that is non-interest bearing. (12) The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property. (11) The Operating Partnership's indirect ownership interest is through an ownership interest of approximately 76% in Kravco Simon Investments. (10) Comprised of a $15.0 million note at 5.94% and a $12.8 million note that is non-interest bearing. (9) These three properties are secured by cross-collateralized and cross-defaulted mortgages. (8) Through an interest rate swap agreement, interest is essentially fixed at the all-in rate presented. (7) The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance. and/or capital allocation in favor of other partners or the Operating Partnership. (6) The Operating Partnership’s direct and indirect interests in some joint venture properties are subject to preferences on distributions (5) This property is managed by a third party. (4) These three properties are secured by cross-collateralized and cross-defaulted mortgages. (3) Includes applicable extensions available at our option. (2) Unencumbered asset 1M YEN LIBOR at .12%; 6M YEN LIBOR at .26%; 1M CDOR at 1.22%; KLIBOR at 3.10% and 91 Day Korean CD rate at 2.81%. (1) Variable rate debt interest rates are based on the following base rates as of March 31, 2013: 1M LIBOR at .20%; 1M EUR LIBOR at .06%; FOOTNOTES: