8-K - SPG - Equibles

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date of Report (Date of earliest event reported): May 11, 2020

SIMON

PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14469	04-6268599
(State<br> or other jurisdiction	(Commission	(IRS<br> Employer
of<br> incorporation)	File<br> Number)	Identification<br> No.)
225 WEST WASHINGTON STREET<br><br> <br>INDIANAPOLIS, Indiana	46204
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code: 317. 636.1600

Not

Applicable

(Former name or former address, if changed since last report)

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

¨	Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
---	---

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common<br> stock, $0.0001 par value	SPG	New York Stock Exchange
8⅜%<br> Series J Cumulative Redeemable Preferred Stock, $0.0001 par value	SPGJ	New York Stock Exchange

Page 1

Item 2.02.	Results of Operations and Financial Condition

On May 11, 2020, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter ended March 31, 2020 and other matters. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated by reference into this report.

Item 7.01.	Regulation FD Disclosure

Exhibit 99.1 also includes supplemental financial and operating information for the quarter ended March 31, 2020.

Item 9.01.	Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

Exhibit No.	Description
99.1	Earnings Release dated May 11, 2020 and supplemental information
104	The cover page from this Current Report on Form 8-K formatted in Inline XBRL<br><br> <br>(included as Exhibit 101)

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

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

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

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

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SIGNATURES

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

Dated: May 11, 2020

SIMON PROPERTY GROUP, INC.
By:	/s/ BRIAN J. MCDADE
	Brian J. McDade,
	Executive Vice President,
	Chief Financial Officer and
	Treasurer

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Use these links to rapidly review the document

TABLE OF CONTENTS

**** TABLE OF CONTENTS

EARNINGS RELEASE AND SUPPLEMENTAL INFORMATIONFOR THE QUARTER ENDED MARCH 31, 2020		PAGE
Earnings Release^(1)^		2-12
Overview
The Company		13
Stock Information, Credit Ratings and Senior Unsecured Debt Covenants		14
Financial Data
Selected Financial and Equity Information		15
Net Operating Income (NOI) Composition		16
Net Operating Income Overview		17
Reconciliations of Non-GAAP Financial Measures		18
Consolidated Net Income to NOI		18
FFO of the Operating Partnership to Funds Available for Distribution (Our Share)		19
Other Income, Other Expense and Capitalized Interest		20
Operational Data
U.S. Malls and Premium Outlets Operating Information		21
The Mills and International Operating Information		22
U.S. Malls and Premium Outlets Lease Expirations		23
U.S. Malls and Premium Outlets Top Tenants		24
Development Activity
Capital Expenditures		25
Development Activity Summary		26
Balance Sheet Information
Common and Preferred Stock Information		27
Changes in Common Share and Limited Partnership Unit Ownership		27
Preferred Stock/Units Outstanding		27
Credit Profile		28
Summary of Indebtedness		29
Total Debt Amortization and Maturities by Year (Our Share)		30
Property and Debt Information		31-40
Other
Non-GAAP Pro-Rata Financial Information		41-43

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

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Contacts:
Tom Ward	317-685-7330 Investors
Ali Slocum	317-264-3079 Media

SIMON PROPERTY GROUP REPORTS FIRST QUARTER 2020 RESULTS AND PROVIDES BUSINESS UPDATE

INDIANAPOLIS, May 11, 2020 - Simon, a real estate investment trust engaged in the ownership of premier shopping, dining, entertainment and mixed-use destinations, today reported results for the quarter ended March 31, 2020.

"Our thoughts are with everyone affected by COVID-19 and we salute all of the individuals on the front lines fighting the pandemic," said David Simon, Chairman, Chief Executive Officer and President. "The Simon team is meeting these unprecedented challenges with unwavering commitment to the safety of our employees, shoppers, retailers and the communities we serve. We have successfully navigated challenging times throughout our company's history, and we will endure and gain strength as we weather this disruption. The resilience of our people, our innovative business approach and our strong balance sheet with ample liquidity will serve us well."

"Business was off to a good start in January and February, with shopper traffic, tenant demand, reported retailer sales and other underlying portfolio fundamentals trending at or above our expectations," said Simon. "In March, we quickly pivoted to address the rapid spread of COVID-19, temporarily closing U.S. properties, reducing operating costs and increasing financial resources. We are beginning to reopen properties and are encouraged by the consumer response thus far."

Results for the Quarter

•
- Net income attributable to common stockholders was $437.6 million, or $1.43 per diluted share, as compared to $548.5 million, or $1.78 per diluted share in 2019. Results for the first quarter of 2019 included a combined $83.6 million, or $0.24 per diluted share, of proceeds from an insurance settlement and a gain on the sale of our interest in a multi-family residential property. The current year period includes a $19.0 million, or $0.05 per diluted share, unrealized loss in fair value of equity instruments compared to a gain of $5.3 million, or $0.01 per diluted share, in the prior year period, from the Company's ownership of Washington Prime Group Inc. partnership units as part of the 2014 spin-off.
•
- Funds From Operations ("FFO") was $980.6 million, or $2.78 per diluted share, as compared to $1.082 billion, or $3.04 per diluted share, in the prior year period. The first quarter 2019 results also included the $0.24 per diluted share noted above. The current year period reflects a negative impact of approximately $0.06 per diluted share (pre-tax) from the Company's investments in retailers primarily due to store closures as a result of COVID-19.
•
- Comparable property Net Operating Income ("NOI") for the three months ended March 31, 2020 was flat and portfolio NOI declined 0.2%.

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•
- Operating statistics for the Company's combined U.S. Malls and Premium Outlets:
o
- Occupancy was 94.0% at March 31, 2020.
o
- Base minimum rent per square foot was $55.76 at March 31, 2020.
o
- Leasing spread per square foot for the trailing 12 months ended March 31, 2020 was $2.80, an increase of 4.6%.
o
- Reported retailer sales per square foot were $673 for the trailing twelve months ended March 31, 2020. This was an increase of 2.1%; however, it was impacted by the Company's temporary closure of its U.S. retail properties effective March 18, 2020. This impact is shown by comparing the trailing 12 months ended February 29, 2020, sales per square foot of $703, an increase of 6.5%.

Business Update—COVID-19

As we developed and implemented our response to the impact of COVID-19 on our business, our primary focus has been on the health and safety of our employees, our shoppers and the communities in which we serve. We implemented a series of actions to reduce costs and increase liquidity in light of the impacts of the pandemic, including:

•
- Significantly reduced all non-essential corporate spending
•
- Significantly reduced property operating expenses
•
- Implemented a temporary furlough of certain corporate and field employees due to the closure of the Company's U.S. retail properties as a result of governmental "stay-at-home" orders; reduced certain corporate and field personnel and implemented a temporary freeze on company hiring efforts
•
- Suspended or eliminated more than $1.0 billion of redevelopment and new development projects
•
- David Simon, the Company's Chairman, Chief Executive Officer and President elected to reduce his base salary to zero and deferred his approved 2019 bonus until the market conditions in which the Company operates have improved
•
- Implemented a temporary decrease to the base salary of certain of its salaried employees ranging from 10% to 30%, depending on each employee's compensation level
•
- The Company's Board of Directors agreed to temporarily suspend payment to the independent directors of their board service cash retainer fees
•
- Drew $3.75 billion under its Revolving Credit Facilities

In addition, we launched "Simon Supports Communities" to assist charitable organizations, hospitals and local communities impacted by COVID-19. The program deploys Simon's physical, digital and social media assets to help nonprofit organizations make a difference. Initiatives underway include utilizing parking lots at Simon centers for drive-through COVID-19 testing in local communities; hosting food banks; and deploying our network of over 200 websites and social media channels to support the American Red Cross "Sleeves Up" campaign aimed at boosting depleted blood supplies.

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Reopening of Simon's Retail Properties

As of May 11, the Company has reopened 77 of its U.S. retail properties in markets where local and state orders have been lifted and retail restrictions have been eased. As part of the reopening process, the Company published its comprehensive "COVID-19 Exposure Control Policy", developed in conjunction with a team of leading experts in the fields of Epidemiology and Environmental Health and Safety (EHS), in order to provide a high level of safety standards at its properties.

In addition, as of May 11, twelve of Simon's Designer and international Premium Outlets properties have reopened.

Development Activity

The Company has suspended or eliminated more than $1.0 billion of capital for new and redevelopment projects. The Company will re-evaluate all suspended projects over time. Construction continues on certain redevelopment and new development projects in the U.S. and internationally that are nearing completion. Simon's share of remaining required cash funding for these projects that are currently scheduled to be completed in 2020 or 2021 is approximately $160 million.

Capital Markets and Balance Sheet Liquidity

During the quarter, the Company took certain steps to increase financial flexibility.

As previously announced in March, the Company amended and extended its $4.0 billion senior unsecured multi-currency revolving credit facility with a $6.0 billion senior unsecured credit facility comprised of a $4.0 billion multi-currency revolving credit facility and a $2.0 billion delayed draw term loan facility. Subject to additional commitments, the revolving credit facilities can be increased by $1.0 billion, for an aggregate up to $7.0 billion. The revolving facility initially matures on June 30, 2024, and the term facility initially matures on June 30, 2022.

As of March 31, 2020, Simon had approximately $8.7 billion of liquidity consisting of $4.1 billion of cash on hand, including its share of joint venture cash, and $4.6 billion of available capacity under its revolving credit facilities and term loan, net of outstanding U.S. and Euro commercial paper.

Dividends

Simon's Board of Directors will declare a common stock dividend for the second quarter before the end of June. Simon intends to maintain a common stock dividend paid in cash and expects to distribute at least 100% of its REIT taxable income.

Simon's Board of Directors 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 30, 2020 to shareholders of record on June 16, 2020.

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Withdrawal of 2020 Financial Guidance

Given the evolving nature of COVID-19 and the global economic disruption it has caused, it is not currently possible to predict with certainty the pandemic's impact on the rest of the year's financial results. As such, the Company is withdrawing its full-year 2020 guidance for estimated net income attributable to common stockholders per diluted share, estimated FFO per diluted share and comparable property NOI growth, which were provided on February 4, 2020.

Conference Call

Simon will hold a conference call to discuss the quarterly financial results today at 5:00 p.m. Eastern Time, Monday, May 11, 2020. A live webcast of the conference call will be accessible in listen-only mode at investors.simon.com. An audio replay of the conference call will be available until May 18, 2020. To access the audio replay, dial 1-855-859-2056 (international 404-537-3406) passcode 6984058.

Supplemental Materials and Website

Supplemental information on our first quarter 2020 performance is available at investors.simon.com. This information has also been furnished to the SEC in a current report on Form 8-K.

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

Non-GAAP Financial Measures

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

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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 the Company's 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: uncertainties regarding the impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our tenants' businesses, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; changes in economic and market conditions that may adversely affect the general retail environment; the intensely competitive market environment in the retail industry; changes to applicable laws or regulations or the interpretation thereof; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; the potential loss of anchor stores or major tenants; decreases in market rental rates; the impact of our substantial indebtedness on our future operations; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest and foreign exchange rates for foreign currencies; general risks related to real estate investments, including the illiquidity of real estate investments; security breaches that could compromise our information technology or infrastructure; risks relating to our joint venture properties; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; changes in the value of our investments in foreign entities; our ability to hedge interest rate and currency risk; changes in insurance costs; the availability of comprehensive insurance coverage; risks related to international activities, including, without limitation, the impact, if any, of the United Kingdom's exit from the European Union; natural disasters; the potential for terrorist activities; environmental liabilities; the loss of key management personnel; and the transition of LIBOR to an alternative reference rate. 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 subsequent other periodic reports, but except as required by law, 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.

About Simon

Simon is a global leader in the ownership of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group, NYSE:SPG). Our properties across North America, Europe and Asia provide community gathering places for millions of people every day and generate billions in annual sales. For more information, visit simon.com.

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

		FOR THE THREE MONTHSENDED MARCH 31,
		2020		2019
REVENUE:
Lease income		$	1,262,232	$	1,280,058
Management fees and other revenues			29,166		27,544
Other income			61,962		145,232
		****
Total revenue			1,353,360		1,452,834
		****
EXPENSES:
Property operating			105,624		111,549
Depreciation and amortization			328,262		328,643
Real estate taxes			117,543		115,459
Repairs and maintenance			24,431		27,922
Advertising and promotion			33,527		37,125
Home and regional office costs			54,370		52,560
General and administrative			6,894		9,136
Other			27,840		25,419
		****
Total operating expenses			698,491		707,813
		****
OPERATING INCOME BEFORE OTHER ITEMS			654,869		745,021
Interest expense			(187,627)		(198,733)
Income and other tax benefit (expense)			5,783		(10,102)
Income from unconsolidated entities			50,465		90,444
Unrealized (losses) gains in fair value of equity instruments			(19,048)		5,317
Gain on sale or disposal of assets and interests in unconsolidated entities, net			962		—
		****
CONSOLIDATED NET INCOME			505,404		631,947
Net income attributable to noncontrolling interests			66,965		82,638
Preferred dividends			834		834
		****
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	437,605	$	548,475
		****
		****
		****
BASIC AND DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders		$	1.43	$	1.78
		****
		****
		****
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Simon Property Group, Inc. Unaudited Consolidated Balance Sheets (Dollars in thousands, except share amounts)

	MARCH 31,2020		DECEMBER 31,2019
ASSETS:
Investment properties, at cost	$	37,901,273	$	37,804,495
Less — accumulated depreciation		14,088,615		13,905,776
	****
		23,812,658		23,898,719
Cash and cash equivalents		3,724,853		669,373
Tenant receivables and accrued revenue, net		793,490		832,151
Investment in unconsolidated entities, at equity		2,414,642		2,371,053
Investment in Klépierre, at equity		1,628,343		1,731,649
Right-of-use assets, net		519,175		514,660
Deferred costs and other assets		1,227,953		1,214,025
	****
Total assets	$	34,121,114	$	31,231,630
	****
	****
	****
LIABILITIES:
Mortgages and unsecured indebtedness	$	27,553,413	$	24,163,230
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,253,757		1,390,682
Cash distributions and losses in unconsolidated entities, at equity		1,611,795		1,566,294
Lease liabilities		521,378		516,809
Other liabilities		457,624		464,304
	****
Total liabilities		31,397,967		28,101,319
	****
Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		212,194		219,061
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<br>preferred stock):
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and<br>outstanding with a liquidation value of 39,847		42,338		42,420
Common stock, 0.0001 par value, 511,990,000 shares authorized, 320,567,121 and 320,435,256 issued and outstanding, respectively		32		32
Class B common stock, 0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		—		—
Capital in excess of par value		9,768,175		9,756,073
Accumulated deficit		(5,583,485)		(5,379,952)
Accumulated other comprehensive loss		(119,301)		(118,604)
Common stock held in treasury, at cost, 14,819,950 and 13,574,296 shares, respectively		(1,926,160)		(1,773,571)
	****
Total stockholders' equity		2,181,599		2,526,398
Noncontrolling interests		329,354		384,852
	****
Total equity		2,510,953		2,911,250
	****
Total liabilities and equity	$	34,121,114	$	31,231,630
	****
	****
	****

All values are in US Dollars.

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

	For the Three MonthsEnded March 31,
	2020		2019
REVENUE:
Lease income	$	743,849	$	758,979
Other income		74,515		75,922
	****
Total revenue		818,364		834,901
OPERATING EXPENSES:		****
Property operating		147,030		144,721
Depreciation and amortization		171,479		170,258
Real estate taxes		68,390		68,717
Repairs and maintenance		19,615		22,376
Advertising and promotion		22,753		24,326
Other		50,229		49,316
	****
Total operating expenses		479,496		479,714
	****
OPERATING INCOME BEFORE OTHER ITEMS		338,868		355,187
Interest expense		(156,640)		(156,016)
Gain on sale or disposal of assets and interests in unconsolidated entities, net		—		21,587
	****
NET INCOME	$	182,228	$	220,758
	****
	****
	****
Third-Party Investors' Share of Net Income	$	92,859	$	112,668
	****
	****
	****
Our Share of Net Income		89,369		108,090
Amortization of Excess Investment (A)		(20,840)		(20,792)
Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements		—		(9,155)
	****
Income from Unconsolidated Entities (B)	$	68,529	$	78,143
	****
	****
	****

Note:
- The above financial presentation does not include any information related to our investments in Klépierre S.A. ("Klépierre") and HBS Global Properties ("HBS"). For additional information, see footnote B.

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Simon Property Group, Inc Unaudited Joint Venture Combined Balance Sheets (Dollars in thousands)

	March 31,2020		December 31,2019
Assets:
Investment properties, at cost	$	19,500,080	$	19,525,665
Less — accumulated depreciation		7,493,263		7,407,627
	****
		12,006,817		12,118,038
Cash and cash equivalents		844,940		1,015,864
Tenant receivables and accrued revenue, net		445,799		510,157
Right-of-use assets, net		180,638		185,302
Deferred costs and other assets		371,875		384,663
	****
Total assets	$	13,850,069	$	14,214,024
	****
	****
	****
Liabilities and Partners' Deficit:		****
Mortgages	$	15,328,574	$	15,391,781
Accounts payable, accrued expenses, intangibles, and deferred revenue		789,129		977,112
Lease liabilities		182,465		186,594
Other liabilities		362,323		338,412
	****
Total liabilities		16,662,491		16,893,899
Preferred units		67,450		67,450
Partners' deficit		(2,879,872)		(2,747,325)
	****
Total liabilities and partners' deficit	$	13,850,069	$	14,214,024
	****
	****
	****
Our Share of:		****
Partners' deficit	$	(1,248,877)	$	(1,196,926)
Add: Excess Investment (A)		1,504,586		1,525,903
	****
Our net Investment in unconsolidated entities, at equity	$	255,709	$	328,977
	****
	****
	****

Note:
- The above financial presentation does not include any information related to our investments in Klépierre and HBS Global Properties. For additional information, see footnote B.

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

		Reconciliation of Consolidated Net Income to FFO
			For the Three MonthsEnded March 31,
			2020		2019
		Consolidated Net Income (D)	$	505,404	$	631,947
		Adjustments to Arrive at FFO:
		Depreciation and amortization from consolidated properties		326,039		325,938
		Our share of depreciation and amortization from unconsolidated entities, including Klépierre and HBS		136,706		134,630
		Gain on sale or disposal of assets and interests in unconsolidated entities, net		(962)		—
		Unrealized losses (gains) in fair value of equity instruments		19,048		(5,317)
		Net loss attributable to noncontrolling interest holders in properties		172		917
		Noncontrolling interests portion of depreciation and amortization		(4,464)		(4,882)
		Preferred distributions and dividends		(1,313)		(1,313)
			****
		FFO of the Operating Partnership	$	980,630	$	1,081,920
			****
			****
			****
		Diluted net income per share to diluted FFO per share reconciliation:
		Diluted net income per share	$	1.43	$	1.78
		Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities,<br>including Klépierre and HBS, net of noncontrolling interests portion of depreciation and amortization		1.31		1.27
		Gain on sale or disposal of assets and interests in unconsolidated entities, net		(0.01)		—
		Unrealized losses (gains) in fair value of equity instruments		0.05		(0.01)
			****
		Diluted FFO per share	$	2.78	$	3.04
			****
			****
			****
<br>		Details for per share calculations:
		FFO of the Operating Partnership	$	980,630	$	1,081,920
		Diluted FFO allocable to unitholders		(129,628)		(142,319)
			****
		Diluted FFO allocable to common stockholders	$	851,002	$	939,601
			****
			****
			****
		Basic and Diluted weighted average shares outstanding		306,504		308,978
		Weighted average limited partnership units outstanding		46,688		46,800
			****
		Basic and Diluted weighted average shares and units outstanding		353,192		355,778
			****
			****
			****
		Basic and Diluted FFO per Share	$	2.78	$	3.04
<br>		Percent Change		–8.6%
1Q 2020 SUPPLEMENTAL	11
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EARNINGS RELEASE

Simon Property Group, Inc. Footnotes to Unaudited Financial Information

Notes:

(A)
- Excess investment represents the unamortized difference of our investment over equity in the underlying net assets of the related partnerships and joint ventures shown therein. The Company generally amortizes excess investment over the life of the related assets.
(B)
- The Unaudited Joint Venture Combined Statements of Operations do not include any operations or our share of net income or excess investment amortization related to our investments in Klépierre and HBS Global Properties. Amounts included in Footnote D below exclude our share of related activity for our investments in Klépierre and HBS Global Properties. For further information on Klépierre, reference should be made to financial information in Klépierre's public filings and additional discussion and analysis in our Form 10-K.
(C)
- This report contains measures of financial or operating performance that are not specifically defined by GAAP, including FFO and FFO per share. FFO is a performance measure that is standard in the REIT business. We believe FFO provides investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.
We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT") Funds From Operations White Paper — 2018 Restatement. Our main business includes acquiring, owning, operating, developing, and redeveloping real estate in conjunction with the rental of real estate. Gains and losses of assets incidental to our main business are included in FFO. 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 sale, disposal or property insurance recoveries of, or any impairment related to, depreciable 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. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.
(D)
- Includes our share of:
- - Gains on land sales of $5.2 million and $4.4 million for the three months ended March 31, 2020 and 2019, respectively.
- - Straight-line adjustments increased income by $12.0 million and $16.7 million for the three months ended March 31, 2020 and 2019, respectively.
- - Amortization of fair market value of leases from acquisitions increased income by $1.3 million and $1.3 million for the three months ended March 31, 2020 and 2019.

1Q 2020 SUPPLEMENTAL	12

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OVERVIEW

THE COMPANY

Simon Property Group, Inc. (NYSE:SPG) is a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In this package, the terms Simon, we, our, or the Company refer to Simon Property Group, Inc., the Operating Partnership, and its subsidiaries. We own, develop and manage premier shopping, dining, entertainment and mixed-use destinations, which consist primarily of malls, Premium Outlets®, The Mills®, and International Properties. At March 31, 2020, we owned or had an interest in 234 properties comprising 191 million square feet in North America, Asia and Europe. Additionally, at March 31, 2020, we had a 22.4% ownership interest in Klépierre, a publicly traded, Paris-based real estate company, which owns shopping centers in 15 European countries.

This package was prepared to provide operational and balance sheet information as of March 31, 2020 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 our 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: uncertainties regarding the impact of the COVID-19 pandemic and restrictions intended to prevent its spread on our tenants' businesses, financial condition, results of operations, cash flow and liquidity and our ability to access the capital markets, satisfy our debt service obligations and make distributions to our stockholders; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; changes in economic and market conditions that may adversely affect the general retail environment; the intensely competitive market environment in the retail industry; changes to applicable laws or regulations or the interpretation thereof; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; the potential loss of anchor stores or major tenants; decreases in market rental rates; the impact of our substantial indebtedness on our future operations; any disruption in the financial markets that may adversely affect our ability to access capital for growth and satisfy our ongoing debt service requirements; any change in our credit rating; changes in market rates of interest and foreign exchange rates for foreign currencies; general risks related to real estate investments, including the illiquidity of real estate investments; security breaches that could compromise our information technology or infrastructure; risks relating to our joint venture properties; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; changes in the value of our investments in foreign entities; our ability to hedge interest rate and currency risk; changes in insurance costs; the availability of comprehensive insurance coverage; risks related to international activities, including, without limitation, the impact, if any, of the United Kingdom's exit from the European Union; natural disasters; the potential for terrorist activities; environmental liabilities; the loss of key management personnel; and the transition of LIBOR to an alternative reference rate. 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 subsequent other periodic reports, but, except as required by law, we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

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

1Q 2020 SUPPLEMENTAL	13

Table of Contents

OVERVIEW

STOCK INFORMATION

The Company's common stock and one series 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	(Negative Outlook)
	Senior Unsecured	A	(Negative Outlook)
	Commercial Paper	A1	(Negative Outlook)
	Preferred Stock	BBB+	(Negative Outlook)
	Moody's
	Senior Unsecured	A2	(Negative Outlook)
	Commercial Paper	P1	(Negative Outlook)
	Preferred Stock	A3	(Negative Outlook)

SENIOR UNSECURED DEBT COVENANTS ^(1)^

	Required	Actual	Compliance

Total Debt to Total Assets ^(1)^	65%	42%	Yes
Total Secured Debt to Total Assets ^(1)^	50%	17%	Yes
Fixed Charge Coverage Ratio	>1.5X	5.1X	Yes
Total Unencumbered Assets to Unsecured Debt	³125%	243%	Yes

All values are in British Pounds.

(1)
- Covenants for indentures dated June 7, 2005 and later. Total Assets are calculated in accordance with the indenture and essentially represent net operating income (NOI) divided by a 7.0% capitalization rate plus the value of other assets at cost.

1Q 2020 SUPPLEMENTAL	14

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

			THREE MONTHS ENDEDMARCH 31,
****				****
****			** 2020**	****		** 2019**
** Financial Highlights**
Total Revenue – Consolidated Properties		$	1,353,360		$	1,452,834
Consolidated Net Income		$	505,404		$	631,947
Net Income Attributable to Common Stockholders		$	437,605		$	548,475
Basic and Diluted Earnings per Common Share (EPS)		$	1.43		$	1.78
Funds from Operations (FFO) of the Operating Partnership		$	980,630		$	1,081,920
Basic and Diluted FFO per Share (FFOPS)		$	2.78		$	3.04
Dividends/Distributions per Share/Unit		$	2.10		$	2.05
Stockholders' Equity Information			** AS OFMARCH 31,2020**	****		** AS OFDECEMBER 31,2019**
---	---	---	---	---	---	---	---
Limited Partners' Units Outstanding at end of period			46,529			46,740
Common Shares Outstanding at end of period			305,755			306,869

Total Common Shares and Limited Partnership Units Outstanding at end of period			352,284			353,609



Weighted Average Limited Partnership Units Outstanding			46,688			46,744
Weighted Average Common Shares Outstanding:
Basic and Diluted – for purposes of EPS and FFOPS			306,504			307,950
Debt Information
Share of Consolidated Debt		$	27,380,744		$	23,988,186
Share of Joint Venture Debt			7,178,727			7,214,181

Share of Total Debt		$	34,559,471		$	31,202,367
Share of Cash and Cash Equivalents			4,094,202			1,114,490

Share of Net Debt		$	30,465,269		$	30,087,877



Market Capitalization
Common Stock Price at end of period		$	54.86		$	148.96
Common Equity Capitalization, including Limited Partnership Units		$	19,326,323		$	52,673,608
Preferred Equity Capitalization, including Limited Partnership Preferred Units			70,167			83,236

Total Equity Market Capitalization		$	19,396,490		$	52,756,844



Total Market Capitalization – Including Share of Total Debt		$	53,955,961		$	83,959,211
1Q 2020 SUPPLEMENTAL	15
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NET OPERATING INCOME (NOI) COMPOSITION ^(1)^ For the Three Months Ended March 31, 2020

(1)
- Based on our share of total NOI and does not reflect any property, entity or corporate-level debt.
(2)
- Includes Klépierre, international Premium Outlets, international Designer Outlets.
(3)
- Includes Lifestyle Centers.

1Q 2020 SUPPLEMENTAL	16

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NET OPERATING INCOME OVERVIEW ^(1)^ (In thousands)

		FOR THE THREE MONTHSENDED MARCH 31,

		2020		2019
Comparable Property NOI ^(2)^	$	1,318,754	$	1,318,136
NOI from New Development, Redevelopment, Expansion and Acquisitions ^(3)^		37,925		39,761
International Properties ^(4)^		110,464		111,604
Portfolio NOI	$	1,467,143	$	1,469,501
Our share of NOI from Investments ^(5)^		28,619		53,141
Corporate and Other NOI Sources ^(6)^		83,457		192,838
Combined NOI	$	1,579,219	$	1,715,480
Less: Joint Venture Partners' Share of NOI		271,626		276,488

Our Share of Total NOI	$	1,307,593	$	1,438,992

(1)
- All amounts are presented at gross values unless otherwise indicated as our share. See reconciliation on following page.
(2)
- Includes Malls, Premium Outlets, The Mills and Lifestyle Centers opened and operating as comparable for the period at constant currency.
(3)
- Includes total property NOI for properties undergoing redevelopment as well as incremental NOI for expansion properties not yet included in comparable properties.
(4)
- Includes International Premium Outlets (except for Canadian International Premium Outlets included in Comparable NOI) and International Designer Outlets at constant currency.
(5)
- Includes our share of NOI of Klépierre (at constant currency), HBS, and retailer investments. Substantially all of the NOI decline in the first three months of 2020 related to the impact of COVID-19 on our retailer investments operations from store closures ($17,362 reduction in NOI) as well as the impact on our share of NOI from our investment in Klépierre resulting from property closures.
(6)
- Includes income components excluded from Portfolio NOI and Comparable Property NOI (domestic lease termination income, interest income, land sale gains, straight line lease income, above/below market lease adjustments), unrealized and realized gains/losses on non-real estate related equity instruments, Northgate, Simon management company revenues, and other assets. The three months ended March 31, 2019 includes $83,582 related to the Opry Mills settlement and a gain on the sale of Phipps residential.

1Q 2020 SUPPLEMENTAL	17

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

RECONCILIATION OF NET INCOME TO NOI
			** THREE MONTHS ENDED MARCH 31,**
		****		****
			2020	****		2019
Reconciliation of NOI of consolidated entities:			****
Consolidated Net Income		$	505,404		$	631,947
Income and other tax (benefit) expense			(5,783)			10,102
Interest expense			187,627			198,733
Income from unconsolidated entities			(50,465)			(90,444)
Unrealized losses (gains) in fair value of equity instruments			19,048			(5,317)
Gain on sale or disposal of assets and interests in unconsolidated entities, net			(962)			–
		****
Operating Income Before Other Items			654,869			745,021
Depreciation and amortization			328,262			328,643
Home and regional office costs			54,370			52,560
General and administrative			6,894			9,136
		****
NOI of consolidated entities		$	1,044,395		$	1,135,360
		****
		****
		****
Reconciliation of NOI of unconsolidated entities:			****
Net Income		$	182,228		$	220,758
Interest expense			156,640			156,016
Gain on sale or disposal of assets and interests in unconsolidated entities, net			–			(21,587)
		****
Operating Income Before Other Items			338,868			355,187
Depreciation and amortization			171,479			170,258
		****
NOI of unconsolidated entities		$	510,347		$	525,445
		****
		****
		****
Add: Our share of NOI from Klépierre, HBS and other corporate investments			24,477			54,675
		****
Combined NOI		$	1,579,219		$	1,715,480
		****
		****
		****
1Q 2020 SUPPLEMENTAL	18
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RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES (In thousands, except as noted)

RECONCILIATION OF FFO OF THE OPERATING PARTNERSHIP TO FUNDS AVAILABLE FOR DISTRIBUTION (OUR SHARE)

<br>	THREEMONTHS ENDEDMARCH 31, 2020
FFO of the Operating Partnership		$	980,630
Non-cash impacts to FFO^(1)^		5

FFO of the Operating Partnership excluding non-cash impacts		980,635
Tenant allowances		(44,220)
Operational capital expenditures		(18,388)

Funds available for distribution		$	918,027

(1)
- Non-cash impacts to FFO of the Operating Partnership include:


<br>	THREEMONTHS ENDEDMARCH 31, 2020
Deductions:
Straight-line lease income		(12,017)
Fair market value of lease amortization		(1,285)
Additions:
Stock based compensation expense		6,728
Fair value of debt amortization		83
Mortgage, financing fee and terminated swap amortization expense		6,496

		$	5

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

The non-GAAP financial measures used in this report should not be considered as alternatives to net income as a measure of our operating performance or to cash flows computed in accordance with GAAP as a measure of liquidity nor are they indicative of cash flows from operating and financial activities. Reconciliations of other non-GAAP measures used in this report to the most-directly comparable GAAP measure are included in the tables on pages 17 - 19 and in the Earnings Release for the latest period.

1Q 2020 SUPPLEMENTAL	19

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

			THREE MONTHS ENDEDMARCH 31,
****				****
****			** 2020**	****		** 2019**
Consolidated Properties
Other Income
Interest, dividend and distribution income ^(1)^		$	4,574		$	6,786
Lease settlement income			2,642			2,498
Gains on land sales			5,210			2,550
Other ^(2)^^(3)^			49,536			133,398

Totals		$	61,962		$	145,232



Other Expense
Ground leases		$	10,866		$	10,245
Professional fees and other			16,974			15,174

Totals		$	27,840		$	25,419




Capitalized Interest			** THREE MONTHS ENDEDMARCH 31,**
---	---	---	---	---	---	---
****				****
****			** 2020**	****		** 2019**
Interest Capitalized during the Period:
Our Share of Consolidated Properties		$	9,515		$	6,428
Our Share of Joint Venture Properties		$	351		$	249

(1)
- Includes distributions from other international investments.
(2)
- Includes ancillary property revenues, gift cards, marketing, media, parking and sponsorship revenues, gains on sale of non-retail investments, non-real estate investments, insurance proceeds from business interruption and other miscellaneous income items.
(3)
- The three months ended March 31, 2019 includes $83,582 related to the Opry Mills settlement and a gain on the sale of Phipps residential.

1Q 2020 SUPPLEMENTAL	20

Table of Contents

U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION ^(1)^

		AS OF MARCH 31,
****			****
****		** 2020**	****		** 2019**
Total Number of Properties		168			176
Total Square Footage of Properties (in millions)		142.6			150.6
Ending Occupancy ^(2)^:
Consolidated Assets		94.0%			95.1%
Unconsolidated Assets		94.1%			94.9%
Total Portfolio		94.0%			95.1%
Base Minimum Rent PSF ^(3)^:
Consolidated Assets	$	53.86		$	52.70
Unconsolidated Assets	$	61.17		$	58.67
Total Portfolio	$	55.76		$	54.34

Open / Close Spread

<br>					RENT PSF(BASE MINIMUM RENT & CAM)				****		****	****	****
****	****		****			****			****			****
** **	****	** SQUARE FOOTAGEOF OPENINGS**	****		AVERAGEOPENING RATEPSF (4)	****		AVERAGECLOSING RATEPSF (4)	****		LEASINGSPREAD (4)	****	SPREAD TOCLOSE %
3/31/20		7,948,232	****	$	64.06	****	$	61.26	****	$	2.80	****	4.6%
12/31/19		8,216,167		$	62.39		$	54.56		$	7.83		14.4%
3/31/19		7,499,068		$	66.00		$	51.83		$	14.17		27.3%

(1)
- Reported retailer sales per square foot were $673 for the trailing 12 months ended March 31, 2020. This was an increase of 2.1%; however, it was impacted by the Company's temporary closure of its U.S. retail properties effective March 18, 2020. This impact is shown by comparing the trailing 12 months ended February 29, 2020, sales per square foot of $703, an increase of 6.5%.
(2)
- Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation.
(3)
- Base Minimum Rent PSF is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in Ending Occupancy as defined above.
(4)
- The Open / Close Spread is a measure that compares opening and closing rates on all spaces. The Opening Rate is the initial cash Rent PSF for spaces leased during the trailing 12-month period, and includes new leases, renewals, amendments and relocations (including expansions and downsizings) if lease term is greater than one year. The Closing Rate is the final cash Rent PSF as of the month the tenant terminates or closes. Rent PSF includes Base Minimum Rent and Common Area Maintenance (CAM) rents.

1Q 2020 SUPPLEMENTAL	21

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THE MILLS AND INTERNATIONAL OPERATING INFORMATION

		AS OF MARCH 31,
	****
		2020		2019
The Mills
Total Number of Properties		14		14
Total Square Footage of Properties (in millions)		21.5		21.4
Ending Occupancy ^(1)^		96.3%		97.4%
Base Minimum Rent PSF ^(2)^	$	33.80	$	32.87
Leasing Spread PSF ^(3)^	$	7.84	$	10.94
Leasing Spread (Percentage Change) ^(3)^		21.5%		27.4%

International Properties
Premium Outlets
Total Number of Properties		20		19
Total Square Footage of Properties (in millions)		7.7		7.3
Designer Outlets
Total Number of Properties		10		9
Total Square Footage of Properties (in millions)		2.6		2.2
Statistics for Premium Outlets in Japan ^(4)^
Ending Occupancy		99.4%		99.6%
Base Minimum Rent PSF		5,307		¥ 5,184

All values are in Japanese Yen.

(1)
- See footnote 2 on page 21 for definition, except Ending Occupancy is calculated on all company owned space.
(2)
- See footnote 3 on page 21 for definition.
(3)
- See footnote 4 on page 21 for definition.
(4)
- Information supplied by the managing venture partner; includes 9 properties.

1Q 2020 SUPPLEMENTAL	22

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

YEAR	** NUMBER OFLEASESEXPIRING**	** SQUARE FEET**		** AVG. BASEMINIMUMRENTPSF AT 3/31/20**	** PERCENTAGE OFGROSS ANNUALRENTALREVENUES ^(2)^**
Inline Stores and Freestanding
Month to Month Leases	1,081	4,075,884	$	49.65	3.5%
2020 (4/1/20 - 12/31/20)	1,025	2,986,392	$	58.80	3.0%
2021	2,639	9,655,286	$	50.96	8.5%
2022	2,405	9,104,478	$	49.67	7.9%
2023	2,320	9,547,704	$	56.08	9.3%
2024	1,952	7,564,687	$	59.46	7.7%
2025	1,578	6,117,466	$	63.18	6.8%
2026	1,301	4,865,936	$	62.62	5.4%
2027	986	3,730,609	$	65.62	4.3%
2028	842	3,660,329	$	60.90	3.9%
2029	735	3,167,507	$	63.83	3.4%
2030	263	1,291,952	$	59.52	1.2%
2031 and Thereafter	357	2,356,489	$	38.87	1.7%
Specialty Leasing Agreements w/ terms in excess of 12 months	1,808	4,596,977	$	18.29	1.5%
Anchors
2020 (4/1/20 - 12/31/20)	1	138,409	$	1.18	0.0%
2021	7	932,523	$	4.28	0.1%
2022	16	2,033,754	$	6.14	0.2%
2023	17	2,386,762	$	6.46	0.3%
2024	24	2,027,154	$	8.30	0.3%
2025	17	1,676,634	$	6.06	0.2%
2026	9	886,371	$	5.28	0.1%
2027	6	920,224	$	4.16	0.1%
2028	9	857,119	$	7.58	0.1%
2029	4	511,660	$	2.44	0.0%
2030	8	824,573	$	6.91	0.1%
2031 and Thereafter	21	2,057,593	$	10.70	0.4%

(1)
- Does not consider the impact of renewal options that may be contained in leases.
(2)
- Annual rental revenues represent 2019 consolidated and joint venture combined base rental revenue.

1Q 2020 SUPPLEMENTAL	23

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U.S. MALLS AND PREMIUM OUTLETS TOP TENANTS

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

TENANT	** NUMBEROFSTORES**	** SQUAREFEET(000'S)**	** PERCENT OFTOTAL SQ. FT. INU.S. PROPERTIES**	** PERCENT OF TOTALBASE MINIMUM RENTFOR U.S. PROPERTIES**
The Gap, Inc.	412	3,843	2.1%	3.5%
L Brands, Inc.	306	1,895	1.0%	2.2%
PVH Corporation	234	1,464	0.8%	1.6%
Ascena Retail Group Inc	389	2,096	1.2%	1.6%
Tapestry, Inc.	251	1,017	0.6%	1.5%
Signet Jewelers, Ltd.	364	526	0.3%	1.5%
Foot Locker, Inc.	224	1,034	0.6%	1.3%
American Eagle Outfitters, Inc	203	1,314	0.7%	1.2%
Luxottica Group SPA	387	694	0.4%	1.2%
Capri Holdings Limited	139	534	0.3%	1.2%

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

TENANT	** NUMBEROFSTORES**	** SQUAREFEET(000'S)**	** PERCENT OFTOTAL SQ. FT. INU.S. PROPERTIES**	** PERCENT OF TOTALBASE MINIMUM RENTFOR U.S. PROPERTIES**
Macy's Inc.	112	21,511	11.9%	0.3%
J.C. Penney Co., Inc.	63	10,201	5.6%	0.3%
Dillard's, Inc.	36	6,532	3.6%	*
Nordstrom, Inc.	27	4,556	2.5%	0.1%
Dick's Sporting Goods, Inc.	36	2,410	1.3%	0.6%
Hudson's Bay Company	17	2,174	1.2%	0.1%
Sears	11	2,040	1.1%	*
The Neiman Marcus Group, Inc.	12	1,458	0.8%	0.1%
Belk, Inc.	8	1,323	0.7%	*
Target Corporation	6	831	0.5%	0.1%
Von Maur, Inc.	6	768	0.4%	*

(1)
- Includes space leased and owned by anchors in U.S. Malls; does not include Bloomingdale's The Outlet Store, Neiman Marcus Last Call, Nordstrom Rack, and Saks Fifth Avenue Off 5th.
*
- Less than one-tenth of one percent.

1Q 2020 SUPPLEMENTAL	24

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CAPITAL EXPENDITURES (In thousands)

					UNCONSOLIDATEDPROPERTIES
****			****			****
****		** CONSOLIDATEDPROPERTIES**	****		** TOTAL**	****		** OURSHARE**
New development projects	$	13,127		$	56,871		$	24,561
Redevelopment projects with incremental square footage and/or anchor replacement		168,888			72,182			35,492
Redevelopment projects with no incremental square footage ^(1)^		20,962			10,905			5,585

Subtotal new development and redevelopment projects		202,977	****		139,958	****		65,638
Tenant allowances		33,888			20,198			10,332
Operational capital expenditures at properties:
CAM expenditures		10,448			11,996			5,021
Non-CAM expenditures		901			5,355			2,018

Totals	$	248,214	****	$	177,507	****	$	83,009



Conversion from accrual to cash basis		(35,000)			(15,952)			(7,460)

Capital Expenditures for the Three Months Ended 3/31/20 ^(2)^	$	213,214	****	$	161,555	****	$	75,549



Capital Expenditures for the Three Months Ended 3/31/19 ^(2)^	$	216,781		$	188,229		$	71,669

(1)
- Includes restoration projects as a result of property damage from natural disasters.
(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.

1Q 2020 SUPPLEMENTAL	25

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DEVELOPMENT ACTIVITY SUMMARY ^(1)^ As of March 31, 2020

(in thousands, except percent)

** PLATFORM PROJECT TYPE**		OUR SHAREOF NETINVESTMENT	** EXPECTEDSTABILIZEDRATE OFRETURN**		** ACTUALQ1 2020INVESTMENT**		** FORECASTEDQ2 - Q4INVESTMENT**		** FORECASTEDFY 2020INVESTMENT**		** FORECASTEDFY 2021INVESTMENT**		** FORECASTEDTOTALINVESTMENT2020 - 2021**
Malls
Redevelopments	$	387,717	7%	$	81,347	$	105,675	$	187,022	$	33,771	$	220,793
Premium Outlets
New Developments—U.S.	$	6,400	—	$	6,400	$	—	$	6,400	$	—	$	6,400
New Developments—International	$	83,325	8%	$	18,409	$	23,137	$	41,546	$	4,115	$	45,661
Redevelopments—U.S.	$	35,006	9%	$	9,375	$	17,487	$	26,862	$	966	$	27,828
Redevelopments—International	$	98,927	10%	$	3,588	$	43,344	$	46,932	$	—	$	46,932
The Mills
Redevelopments	$	61,981	10%	$	6,027	$	23,744	$	29,771	$	3,957	$	33,728
Total Investment^(1)^	$	673,356	8%	$	125,146	$	213,387	$	338,533	$	42,809	$	381,342
Less funding from: Construction Loans, International Joint Venture Cash on hand, etc.	$	(246,182)		$	(28,468)	$	(91,204)	$	(119,672)	$	(8,631)	$	(128,303)
Total Net Cash Investment	$	427,174		$	96,678	$	122,183	$	218,861	$	34,178	$	253,039

Notes:

(1)
- Our share of Net Investment includes $320M of previous investment that was in construction in progress (CIP) as of December 31, 2019.

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COMMON AND PREFERRED STOCK INFORMATION

CHANGES IN COMMON SHARE AND LIMITED PARTNERSHIP UNIT OWNERSHIPFor the Period December 31, 2019 through March 31, 2020

	COMMONSHARES ^(1)^	LIMITEDPARTNERSHIPUNITS ^(2)^
Number Outstanding at December 31, 2019	306,868,960	46,740,117
First Quarter Activity
Exchange of Limited Partnership Units for Common Stock	132,946	(132,946)
Redemption of Limited Partnership Units for Cash	–	(116,072)
Restricted Stock Awards and Long-Term Incentive Performance (LTIP) Units Earned ^(3)^	(1,081)	38,148
Repurchase of Simon Property Group Common Stock in open market	(1,245,654)	–

Number Outstanding at March 31, 2020	305,755,171	46,529,247



Number of Limited Partnership Units and Common Shares at March 31, 2020	352,284,418

PREFERRED STOCK/UNITS OUTSTANDING AS OF MARCH 31, 2020($ in 000's, except per share amounts)

ISSUER	DESCRIPTION	NUMBER OFSHARES/UNITS		PER SHARELIQUIDATIONPREFERENCE		AGGREGATELIQUIDATIONPREFERENCE	TICKERSYMBOL
Preferred Stock:
Simon Property Group, Inc.	Series J 8.375% Cumulative Redeemable ^(4)^	796,948	$	50.00	$	39,847	SPGPrJ
Preferred Units:
Simon Property Group, L.P.	7.50% Cumulative Redeemable ^(5)^	255,373	$	100.00	$	25,537	N/A

(1)
- Excludes Limited Partnership preferred units relating to preferred stock outstanding.
(2)
- Excludes units owned by the Company (shown here as Common Shares) and Limited Partnership Units not exchangeable for common shares.
(3)
- Represents restricted stock awards and earned LTIP units issued pursuant to the Operating Partnership's 1998 Stock Incentive Plan and 2019 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, 2020 was $56.00 per share.
(5)
- Each preferred unit is redeemable upon the occurrence of certain tax triggering events.

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

(1)
- Includes a charge for loss on extinguishment of debt of $0.38 per share in 2016, $0.36 per share in 2017, and $0.33 per share in 2019.

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SUMMARY OF INDEBTEDNESS As of March 31, 2020 (In thousands)

		TOTALINDEBTEDNESS		** OURSHARE OFINDEBTEDNESS**	** WEIGHTEDAVERAGEEND OF PERIODINTEREST RATE**	** WEIGHTEDAVERAGEYEARS TOMATURITY**
Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	6,137,725	$	5,999,815	3.87%	4.5
Variable Rate Debt		748,230		712,549	2.15%	1.8

Total Mortgage Debt		6,885,955		6,712,364	3.69%	4.3
Unsecured Debt
Fixed Rate		15,837,587		15,837,587	3.07%	9.1
Revolving Credit Facility – Currency		3,000,000		3,000,000	1.63%	5.2
Supplemental Credit Facility – Currency		875,000		875,000	1.53%	3.2

Total Revolving Credit Facilities		3,875,000		3,875,000	1.61%	4.8
Global Commercial Paper –		952,901		952,901	1.44%	0.2
Global Commercial Paper –		91,304		91,304	(0.38)%	0.1

Total Unsecured Debt		20,756,792		20,756,792	2.71%	7.8
Premium		5,513		5,512
Discount		(53,225)		(53,225)
Debt Issuance Costs		(108,877)		(107,954)
Other Debt Obligations		67,255		67,255


Consolidated Mortgages and Unsecured Indebtedness (1)	$	27,553,413	$	27,380,744	2.95%	7.0



Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	13,491,446	$	6,420,421	3.99%	4.0
Floating Rate Debt (Hedged) (1)		393,558		161,941	2.05%	7.2
Variable Rate Debt		1,099,610		465,868	2.35%	2.5
TMLP Debt (2)		390,670		151,942	–	–

Total Mortgage Debt		15,375,284		7,200,172	3.84%	4.0
Discount		–		–
Debt Issuance Costs		(46,710)		(21,445)


Joint Venture Mortgages and Other Indebtedness (1)	$	15,328,574	$	7,178,727	3.84%	4.0





Our Share of Total Indebtedness			$	34,559,471	3.14%	6.3

All values are in US Dollars.

<br>	TOTALINDEBTEDNESS		** OURSHARE OFINDEBTEDNESS**	** WEIGHTEDAVERAGEEND OF PERIODINTEREST RATE**	** WEIGHTEDAVERAGEYEARS TOMATURITY**
**** Summary of Our Share of Fixed and Variable Rate Debt
Consolidated
Fixed	83.3%	$	22,818,846	3.49%	7.5
Variable	16.7%		4,561,898	1.69%	4.4

	100.0%		27,380,744	2.95%	7.0
Joint Venture
Fixed	91.4%	$	6,559,082	3.99%	4.0
Variable	8.6%		619,645	2.27%	3.7

	100.0%		7,178,727	3.84%	4.0

Total Debt		$	34,559,471




Total Fixed Debt	85.0%	$	29,377,928	3.37%	6.7





Total Variable Debt	15.0%	$	5,181,543	1.76%	4.3

(1)
- Amounts give effect to outstanding derivative instruments as footnoted in the Property and Debt Information.
(2)
- See footnote 20 on the Property and Debt information.

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TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE) As of March 31, 2020 (In thousands)

YEAR	****		** OUR SHARE OFUNSECUREDCONSOLIDATEDDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGUNSECUREDCONSOLIDATEDDEBT**	****		** OUR SHARE OFSECUREDCONSOLIDATEDDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGSECUREDCONSOLIDATEDDEBT**	****		** OURSHARE OFUNCONSOLIDATEDJOINT VENTUREDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGUNCONSOLIDATEDJOINT VENTUREDEBT**	****		** OUR SHARE OFTOTALDEBT**	** TOTALWEIGHTEDAVERAGERATE OFMATURINGDEBT**
2020		$	1,956,726		1.82%		$	550,475		4.44%		$	236,685		4.45%		$	2,743,886	2.57%
2021			550,000		2.50%			922,076		3.12%			1,050,114		4.38%			2,522,190	3.48%
2022			1,975,040		2.03%			717,799		3.52%			966,638		3.86%			3,659,477	2.82%
2023			1,975,000		2.21%			766,841		3.85%			587,527		3.22%			3,329,368	2.77%
2024			2,500,000		2.92%			349,289		3.88%			1,178,631		4.10%			4,027,920	3.32%
2025			4,150,026		1.85%			848,074		3.54%			855,485		3.36%			5,853,585	2.32%
2026			1,550,000		3.28%			2,174,653		3.88%			912,376		3.55%			4,637,029	3.61%
2027			1,500,000		3.38%			145,000		4.00%			388,445		3.76%			2,033,445	3.49%
2028			–		–			55,000		3.85%			738,934		4.11%			793,934	4.09%
2029			1,250,000		2.45%			183,157		2.00%			–		–			1,433,157	2.39%
2030			–		–			–		–			225,250		3.12%			225,250	3.12%
Thereafter			3,350,000		4.41%			–		–			60,087		5.32%			3,410,087	4.42%

Face Amounts of Indebtedness		$	20,756,792		2.71%		$	6,712,364		3.69%		$	7,200,172		3.84%		$	34,669,328	3.14%
Premiums (Discounts) on Indebtedness, Net			(53,225)					5,512					–					(47,713)
Debt Issuance Costs			(89,011)					(18,943)					(21,445)					(129,399)
Other Debt Obligations			67,255					–					–					67,255

Our Share of Total Indebtedness		$	20,681,811	****		****	$	6,698,933	****		****	$	7,178,727	****		****	$	34,559,471



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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
		Malls
1.		Apple Blossom Mall		VA		Winchester		49.1%		473,991		^(2)^
2.		Auburn Mall		MA		Auburn		56.4%		585,234		09/01/20				6.02%		Fixed		36,047	20,320
3.		Aventura Mall ^(3)^		FL		Miami Beach (Miami)		33.3%		2,127,118		07/01/28				4.12%		Fixed		1,750,000	583,333
4.		Barton Creek Square		TX		Austin		100.0%		1,452,288		^(2)^
5.		Battlefield Mall		MO		Springfield		100.0%		1,203,130		09/01/22				3.95%		Fixed		114,613	114,613
6.		Bay Park Square		WI		Green Bay		100.0%		682,382		^(2)^
7.		Brea Mall		CA		Brea (Los Angeles)		100.0%		1,319,218		^(2)^
8.		Briarwood Mall		MI		Ann Arbor		50.0%		977,987		09/01/26				3.29%		Fixed		165,000	82,500
9.		Brickell City Centre		FL		Miami		25.0%		476,253		^(2)^
10.		Broadway Square		TX		Tyler		100.0%		604,870		^(2)^
11.		Burlington Mall		MA		Burlington (Boston)		100.0%		1,171,980		^(2)^
12.		Cape Cod Mall		MA		Hyannis		56.4%		707,681		03/06/21				5.75%		Fixed		86,233	48,610
13.		Castleton Square		IN		Indianapolis		100.0%		1,384,538		^(2)^
14.		Cielo Vista Mall		TX		El Paso		100.0%		1,244,342		^(2)^
15.		Coconut Point		FL		Estero		50.0%		1,204,917		10/01/26				3.95%		Fixed		185,330	92,665
16.		College Mall		IN		Bloomington		100.0%		609,768		^(2)^
17.		Columbia Center		WA		Kennewick		100.0%		806,401		^(2)^
18.		Copley Place		MA		Boston		94.4%	^(7)^	1,263,449		^(2)^
19.		Coral Square		FL		Coral Springs (Miami)		97.2%		943,940		^(2)^
20.		Cordova Mall		FL		Pensacola		100.0%		926,415		^(2)^
21.		Dadeland Mall		FL		Miami		50.0%		1,499,524		12/05/21				4.50%		Fixed		398,787	199,393
22.		Del Amo Fashion Center		CA		Torrance (Los Angeles)		50.0%		2,518,908		06/01/27				3.66%		Fixed		585,000	292,500
23.		Domain, The		TX		Austin		100.0%		1,236,237		08/01/21				5.44%		Fixed		179,693	179,693
24.		Empire Mall		SD		Sioux Falls		100.0%		1,124,707		12/01/25				4.31%		Fixed		186,158	186,158
25.		Falls, The		FL		Miami		50.0%		831,338		09/01/26				3.45%		Fixed		150,000	75,000
26.		Fashion Centre at Pentagon City, The		VA		Arlington (Washington, DC)		42.5%		1,037,279		07/01/21				5.11%		Fixed		40,000	17,000
												07/01/21				4.87%		Fixed		410,000	174,250
27.		Fashion Mall at Keystone, The		IN		Indianapolis		100.0%		716,549		^(2)^
28.		Fashion Valley		CA		San Diego		50.0%		1,724,420		01/04/21				4.30%		Fixed		419,309	209,654
29.		Firewheel Town Center		TX		Garland (Dallas)		100.0%		996,283		^(2)^
30.		Florida Mall, The		FL		Orlando		50.0%		1,725,983		09/05/20				5.25%		Fixed		311,598	155,799
31.		Forum Shops at Caesars Palace, The		NV		Las Vegas		100.0%		665,606		^(2)^
32.		Galleria, The		TX		Houston		50.4%		2,017,208		03/01/25				3.55%		Fixed		1,200,000	604,440
33.		Greenwood Park Mall		IN		Greenwood (Indianapolis)		100.0%		1,288,873		^(2)^
34.		Haywood Mall		SC		Greenville		100.0%		1,237,563		^(2)^
35.		Ingram Park Mall		TX		San Antonio		100.0%		1,125,086		06/01/21				5.38%		Fixed		124,487	124,487
36.		King of Prussia		PA		King of Prussia (Philadelphia)		100.0%		2,669,353		^(2)^

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
37.		La Plaza Mall		TX		McAllen		100.0%		1,313,045		^(2)^
38.		Lakeline Mall		TX		Cedar Park (Austin)		100.0%		1,099,057		^(2)^
39.		Lehigh Valley Mall		PA		Whitehall		50.0%		1,190,499		11/01/27				4.06%		Fixed		191,890	95,945
40.		Lenox Square		GA		Atlanta		100.0%		1,557,074		^(2)^
41.		Livingston Mall		NJ		Livingston (New York)		100.0%		968,882		^(2)^
42.		Mall at Rockingham Park, The		NH		Salem (Boston)		28.2%		1,064,795		06/01/26				4.04%		Fixed		262,000	73,845
43.		Mall of Georgia		GA		Buford (Atlanta)		100.0%		1,853,664		^(2)^
44.		Mall of New Hampshire, The		NH		Manchester		56.4%		804,841		07/01/25				4.11%		Fixed		150,000	84,555
45.		McCain Mall		AR		N. Little Rock		100.0%		793,612		^(2)^
46.		Meadowood Mall		NV		Reno		50.0%		928,924		11/06/21				5.82%		Fixed		109,531	54,766
47.		Menlo Park Mall		NJ		Edison (New York)		100.0%		1,331,788		^(2)^
48.		Miami International Mall		FL		Miami		47.8%		1,083,289		02/06/24				4.42%		Fixed		160,000	76,442
49.		Midland Park Mall		TX		Midland		100.0%		643,724		09/06/22				4.35%		Fixed		73,218	73,218
50.		Miller Hill Mall		MN		Duluth		100.0%		831,435		^(2)^
51.		Montgomery Mall		PA		North Wales (Philadelphia)		79.4%		1,101,907		05/01/24				4.57%		Fixed		100,000	79,351
52.		North East Mall		TX		Hurst (Dallas)		100.0%		1,667,775		^(2)^
53.		Northgate		WA		Seattle		100.0%		439,309		^(2)^
54.		Northshore Mall		MA		Peabody (Boston)		56.4%		1,503,800		07/05/23				3.30%		Fixed		234,962	132,449
55.		Ocean County Mall		NJ		Toms River (New York)		100.0%		876,804		^(2)^
56.		Orland Square		IL		Orland Park (Chicago)		100.0%		1,229,812		^(2)^
57.		Oxford Valley Mall		PA		Langhorne (Philadelphia)		85.5%	^(29)^	1,339,453		12/07/20				4.77%		Fixed		59,144	50,592
58.		Penn Square Mall		OK		Oklahoma City		94.5%		1,083,753		01/01/26				3.84%		Fixed		310,000	292,938
59.		Pheasant Lane Mall		NH		Nashua		^(10)^		979,555		^(2)^
60.		Phipps Plaza		GA		Atlanta		100.0%		788,410		^(2)^
61.		Plaza Carolina		PR		Carolina (San Juan)		100.0%		1,158,376		07/27/21				2.09%		Variable		225,000	225,000
62.		Prien Lake Mall		LA		Lake Charles		100.0%		842,677		^(2)^
63.		Quaker Bridge Mall		NJ		Lawrenceville		50.0%		1,081,265		05/01/26				4.50%		Fixed		180,000	90,000
64.		Rockaway Townsquare		NJ		Rockaway (New York)		100.0%		1,246,417		^(2)^
65.		Roosevelt Field		NY		Garden City (New York)		100.0%		2,346,259		^(2)^
66.		Ross Park Mall		PA		Pittsburgh		100.0%		1,203,017		^(2)^
67.		Santa Rosa Plaza		CA		Santa Rosa		100.0%		691,900		^(2)^
68.		Shops at Chestnut Hill, The		MA		Chestnut Hill (Boston)		94.4%		470,073		11/01/23				4.69%		Fixed		120,000	113,328
69.		Shops at Clearfork, The		TX		Fort Worth		45.0%		550,029		03/11/30		^(8)^		2.81%		Variable		145,000	65,250
70.		Shops at Crystals, The		NV		Las Vegas		50.0%		269,793		07/01/26				3.74%		Fixed		550,000	275,000
71.		Shops at Mission Viejo, The		CA		Mission Viejo (Los Angeles)		51.0%		1,253,908		02/01/23				3.61%		Fixed		295,000	150,450
72.		Shops at Nanuet, The		NY		Nanuet		100.0%		757,866		^(2)^
73.		Shops at Riverside, The		NJ		Hackensack (New York)		100.0%		696,742		02/01/23				3.37%		Fixed		130,000	130,000
74.		Smith Haven Mall		NY		Lake Grove (New York)		25.0%	^(4)^	1,295,734		05/29/20				2.19%		Variable		180,000	45,000

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
75.		Solomon Pond Mall		MA		Marlborough (Boston)		56.4%		886,479		11/01/22				4.01%		Fixed		94,337	53,178
76.		South Hills Village		PA		Pittsburgh		100.0%		1,128,207		^(2)^
77.		South Shore Plaza		MA		Braintree (Boston)		100.0%		1,590,388		^(2)^
78.		Southdale Center		MN		Edina (Minneapolis)		100.0%		1,246,590		04/01/23				3.84%		Fixed		140,570	140,570
79.		SouthPark		NC		Charlotte		100.0%		1,684,218		^(2)^
80.		Springfield Mall^(3)^		PA		Springfield (Philadelphia)		50.0%		610,152		10/06/25				4.45%		Fixed		60,260	30,130
81.		St. Charles Towne Center		MD		Waldorf (Washington, DC)		100.0%		980,342		^(2)^
82.		St. Johns Town Center		FL		Jacksonville		50.0%		1,439,283		09/11/24				3.61%		Fixed		350,000	175,000
83.		Stanford Shopping Center		CA		Palo Alto (San Jose)		94.4%	^(7)^	1,287,945		^(2)^
84.		Stoneridge Shopping Center		CA		Pleasanton (San Francisco)		49.9%		1,299,686		09/05/26				3.50%		Fixed		330,000	164,670
85.		Summit Mall		OH		Akron		100.0%		777,524		10/01/26				3.31%		Fixed		85,000	85,000
86.		Tacoma Mall		WA		Tacoma (Seattle)		100.0%		1,240,240		^(2)^
87.		Tippecanoe Mall		IN		Lafayette		100.0%		863,521		^(2)^
88.		Town Center at Boca Raton		FL		Boca Raton (Miami)		100.0%		1,779,015		^(2)^
89.		Towne East Square		KS		Wichita		100.0%		1,145,109		^(2)^
90.		Treasure Coast Square		FL		Jensen Beach		100.0%		876,234		^(2)^
91.		Tyrone Square		FL		St. Petersburg (Tampa)		100.0%		960,215		^(2)^
92.		University Park Mall		IN		Mishawaka		100.0%		918,333		^(2)^
93.		Walt Whitman Shops		NY		Huntington Station (New York)		100.0%		1,084,544		^(2)^
94.		West Town Mall		TN		Knoxville		50.0%		1,280,626		07/01/22				4.37%		Fixed		209,433	104,716
95.		Westchester, The		NY		White Plains (New York)		40.0%		809,260		02/01/30				3.25%		Fixed		400,000	160,000
96.		White Oaks Mall		IL		Springfield		80.7%		925,232		06/01/23		^(8)^		3.74%		Variable		47,298	38,159
97.		Wolfchase Galleria		TN		Memphis		94.5%		1,151,358		11/01/26				4.15%		Fixed		155,399	146,846
98.		Woodfield Mall		IL		Schaumburg (Chicago)		50.0%		2,154,582		03/05/24				4.50%		Fixed		403,471	201,736
99.		Woodland Hills Mall		OK		Tulsa		94.5%		1,098,014		^(2)^

		Total Mall Square Footage								112,137,179



		Lifestyle Centers
1.		ABQ Uptown		NM		Albuquerque		100.0%		229,530		^(2)^
2.		Hamilton Town Center		IN		Noblesville (Indianapolis)		50.0%		674,906		04/01/22				4.81%		Fixed		77,374	38,687
3.		Pier Park		FL		Panama City Beach		65.6%		947,998		^(2)^
4.		University Park Village		TX		Fort Worth		100.0%		169,940		05/01/28				3.85%		Fixed		55,000	55,000

		Total Lifestyle Centers Square Footage								2,022,374

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
		Premium Outlets
1.		Albertville Premium Outlets		MN		Albertville (Minneapolis)		100.0%		359,993		^(2)^
2.		Allen Premium Outlets		TX		Allen (Dallas)		100.0%		544,217		^(2)^
3.		Aurora Farms Premium Outlets		OH		Aurora (Cleveland)		100.0%		271,522		^(2)^
4.		Birch Run Premium Outlets		MI		Birch Run (Detroit)		100.0%		593,882		02/06/26				4.21%		Fixed		123,000	123,000
5.		Camarillo Premium Outlets		CA		Camarillo (Los Angeles)		100.0%		686,299		^(2)^
6.		Carlsbad Premium Outlets		CA		Carlsbad (San Diego)		100.0%		289,198		^(2)^
7.		Carolina Premium Outlets		NC		Smithfield (Raleigh)		100.0%		438,810		12/01/22				3.36%		Fixed		42,678	42,678
8.		Charlotte Premium Outlets		NC		Charlotte		50.0%		398,280		07/01/28				4.27%		Fixed		100,000	50,000
9.		Chicago Premium Outlets		IL		Aurora (Chicago)		100.0%		687,361		^(2)^
10.		Cincinnati Premium Outlets		OH		Monroe (Cincinnati)		100.0%		398,941		^(2)^
11.		Clarksburg Premium Outlets		MD		Clarksburg (Washington, DC)		66.0%		390,128		01/01/28				3.95%		Fixed		160,000	105,600
12.		Clinton Crossing Premium Outlets		CT		Clinton		100.0%		276,117		^(2)^
13.		Denver Premium Outlets		CO		Thornton (Denver)		100.0%		328,125		^(2)^
14.		Desert Hills Premium Outlets		CA		Cabazon (Palm Springs)		100.0%		655,225		^(2)^
15.		Ellenton Premium Outlets		FL		Ellenton (Tampa)		100.0%		477,091		12/01/25				4.30%		Fixed		178,000	178,000
16.		Folsom Premium Outlets		CA		Folsom (Sacramento)		100.0%		297,605		^(2)^
17.		Gilroy Premium Outlets		CA		Gilroy (San Jose)		100.0%		578,505		^(2)^
18.		Gloucester Premium Outlets		NJ		Blackwood (Philadelphia)		50.0%		369,687		03/01/23		^(8)^		2.49%		Variable		86,000	43,000
19.		Grand Prairie Premium Outlets		TX		Grand Prairie (Dallas)		100.0%		423,640		04/01/23				3.66%		Fixed		110,989	110,989
20.		Grove City Premium Outlets		PA		Grove City (Pittsburgh)		100.0%		530,753		12/01/25				4.31%		Fixed		140,000	140,000
21.		Gulfport Premium Outlets		MS		Gulfport		100.0%		300,032		12/01/25				4.35%		Fixed		50,000	50,000
22.		Hagerstown Premium Outlets		MD		Hagerstown (Baltimore/ Washington, DC)		100.0%		485,104		02/06/26				4.26%		Fixed		74,320	74,320
23.		Houston Premium Outlets		TX		Cypress (Houston)		100.0%		542,386		^(2)^
24.		Indiana Premium Outlets		IN		Edinburgh (Indianapolis)		100.0%		378,029		^(2)^
25.		Jackson Premium Outlets		NJ		Jackson (New York)		100.0%		285,599		^(2)^
26.		Jersey Shore Premium Outlets		NJ		Tinton Falls (New York)		100.0%		434,456		^(2)^
27.		Johnson Creek Premium Outlets		WI		Johnson Creek		100.0%		277,672		^(2)^
28.		Kittery Premium Outlets		ME		Kittery		100.0%		259,361		^(2)^
29.		Las Americas Premium Outlets		CA		San Diego		100.0%		553,933		^(2)^
30.		Las Vegas North Premium Outlets		NV		Las Vegas		100.0%		676,322		^(2)^
31.		Las Vegas South Premium Outlets		NV		Las Vegas		100.0%		535,720		^(2)^
32.		Lee Premium Outlets		MA		Lee		100.0%		224,796		06/01/26		^(15)^		4.17%		Fixed		50,454	50,454
33.		Leesburg Premium Outlets		VA		Leesburg (Washington, DC)		100.0%		478,213		^(2)^
34.		Lighthouse Place Premium Outlets		IN		Michigan City (Chicago, IL)		100.0%		454,780		^(2)^
35.		Merrimack Premium Outlets		NH		Merrimack		100.0%		408,896		07/01/23				3.78%		Fixed		118,443	118,443
36.		Napa Premium Outlets		CA		Napa		100.0%		179,379		^(2)^
37.		Norfolk Premium Outlets		VA		Norfolk		65.0%		332,086		^(2)^
38.		North Bend Premium Outlets		WA		North Bend (Seattle)		100.0%		223,630		^(2)^
39.		North Georgia Premium Outlets		GA		Dawsonville (Atlanta)		100.0%		540,724		^(2)^

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
40.		Orlando International Premium Outlets		FL		Orlando		100.0%		773,380		^(2)^
41.		Orlando Vineland Premium Outlets		FL		Orlando		100.0%		656,663		^(2)^
42.		Petaluma Village Premium Outlets		CA		Petaluma (San Francisco)		100.0%		201,711		^(2)^
43.		Philadelphia Premium Outlets		PA		Limerick (Philadelphia)		100.0%		549,155		^(2)^
44.		Phoenix Premium Outlets		AZ		Chandler (Phoenix)		100.0%		356,507		^(2)^
45.		Pismo Beach Premium Outlets		CA		Pismo Beach		100.0%		147,403		09/06/26		^(17)^		3.33%		Fixed		34,393	34,393
46.		Pleasant Prairie Premium Outlets		WI		Pleasant Prairie (Chicago, IL/ Milwaukee)		100.0%		402,626		09/01/27				4.00%		Fixed		145,000	145,000
47.		Puerto Rico Premium Outlets		PR		Barceloneta		100.0%		350,091		07/26/21				2.09%		Variable		160,000	160,000
48.		Queenstown Premium Outlets		MD		Queenstown (Baltimore)		100.0%		289,631		09/06/26		^(17)^		3.33%		Fixed		60,420	60,420
49.		Rio Grande Valley Premium Outlets		TX		Mercedes (McAllen)		100.0%		603,929		^(2)^
50.		Round Rock Premium Outlets		TX		Round Rock (Austin)		100.0%		498,362		^(2)^
51.		San Francisco Premium Outlets		CA		Livermore (San Francisco)		100.0%		696,907		^(2)^
52.		San Marcos Premium Outlets		TX		San Marcos (Austin/ San Antonio)		100.0%		731,552		^(2)^
53.		Seattle Premium Outlets		WA		Tulalip (Seattle)		100.0%		554,516		^(2)^
54.		Silver Sands Premium Outlets		FL		Destin		50.0%		450,954		06/01/22				3.93%		Fixed		100,000	50,000
55.		St. Augustine Premium Outlets		FL		St. Augustine (Jacksonville)		100.0%		327,782		^(2)^
56.		St. Louis Premium Outlets		MO		St. Louis (Chesterfield)		60.0%		351,495		10/06/24				4.06%		Fixed		94,340	56,604
57.		Tampa Premium Outlets		FL		Lutz (Tampa)		100.0%		459,485		^(2)^
58.		Tanger Outlets – Columbus^(3)^		OH		Sunbury (Columbus)		50.0%		355,254		11/28/21		^(8)^		2.64%		Variable		85,000	42,500
59.		Tanger Outlets – Galveston/Houston^(3)^		TX		Texas City		50.0%		352,705		07/01/22		^(8)^		2.64%		Variable		80,000	40,000
60.		The Crossings Premium Outlets		PA		Tannersville		100.0%		411,747		12/01/22				3.41%		Fixed		105,180	105,180
61.		Tucson Premium Outlets		AZ		Marana (Tucson)		100.0%		363,434		^(2)^
62.		Twin Cities Premium Outlets		MN		Eagan		35.0%		408,925		11/06/24				4.32%		Fixed		115,000	40,250
63.		Vacaville Premium Outlets		CA		Vacaville		100.0%		447,322		^(2)^
64.		Waikele Premium Outlets		HI		Waipahu (Honolulu)		100.0%		219,480		^(2)^
65.		Waterloo Premium Outlets		NY		Waterloo		100.0%		421,436		^(2)^
66.		Williamsburg Premium Outlets		VA		Williamsburg		100.0%		522,562		02/06/26				4.23%		Fixed		185,000	185,000
67.		Woodburn Premium Outlets		OR		Woodburn (Portland)		100.0%		389,549		^(2)^
68.		Woodbury Common Premium Outlets		NY		Central Valley (New York)		100.0%		909,421		^(2)^
69.		Wrentham Village Premium Outlets		MA		Wrentham (Boston)		100.0%		672,863		^(2)^

		Total U.S. Premium Outlet Square Footage								30,443,344

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
		The Mills
1.		Arizona Mills		AZ		Tempe (Phoenix)		100.0%		1,238,028		07/01/20				5.76%		Fixed		148,586	148,586
2.		Arundel Mills		MD		Hanover (Baltimore)		59.3%		1,930,800		02/06/24				4.29%		Fixed		383,500	227,224
3.		Colorado Mills		CO		Lakewood (Denver)		37.5%		1,414,541		11/01/24				4.28%		Fixed		130,707	49,015
												07/01/21				5.04%		Fixed		25,508	9,566
4.		Concord Mills		NC		Concord (Charlotte)		59.3%		1,370,179		11/01/22				3.84%		Fixed		235,000	139,261
5.		Grapevine Mills		TX		Grapevine (Dallas)		59.3%		1,781,209		10/01/24				3.83%		Fixed		268,000	158,817
6.		Great Mall		CA		Milpitas (San Jose)		100.0%		1,368,381		^(2)^
7.		Gurnee Mills		IL		Gurnee (Chicago)		100.0%		1,936,003		10/01/26				3.99%		Fixed		258,632	258,632
8.		Katy Mills		TX		Katy (Houston)		62.5%	^(4)^	1,787,908		12/06/22				3.49%		Fixed		140,000	35,000
9.		Mills at Jersey Gardens, The		NJ		Elizabeth		100.0%		1,303,758		11/01/20				3.83%		Fixed		350,000	350,000
10.		Ontario Mills		CA		Ontario (Riverside)		50.0%		1,421,739		03/05/22				4.25%		Fixed		294,980	147,490
11.		Opry Mills		TN		Nashville		100.0%		1,168,426		07/01/26				4.09%		Fixed		375,000	375,000
12.		Outlets at Orange, The		CA		Orange (Los Angeles)		100.0%		866,975		04/01/24				4.22%		Fixed		215,000	215,000
13.		Potomac Mills		VA		Woodbridge (Washington, DC)		100.0%		1,553,372		11/01/26				3.46%		Fixed		416,000	416,000
14.		Sawgrass Mills		FL		Sunrise (Miami)		100.0%		2,327,020		^(2)^

		Total The Mills Square Footage								21,468,339



		** Other Properties**
		Calhoun Outlet Marketplace, Circle Centre, Crystal Mall, Dover Mall, Emerald Square, Florida Keys Outlet Marketplace, Gaffney Outlet Marketplace, Liberty Tree Mall, Lincoln Plaza, Orlando Outlet Marketplace, Osage Beach<br>Marketplace, Philadelphia Mills, Southridge Mall, Square One Mall, Sugarloaf Mills, The Avenues, The Mall at Tuttle Crossing, and Town Center at Cobb												^(4)(15)(20)^						1,423,105	848,182

		Total Other Properties Square Footage								14,587,937



		TOTAL U.S. SQUARE FOOTAGE^(11)(22)^								180,659,173

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL	** OUR SHARE**
		International Properties
		AUSTRIA
1.		Parndorf Designer Outlet Phases 3 & 4		Vienna				90.0%		118,000		07/04/29		^(19)^		2.00%		Fixed		203,510	183,159

		Subtotal Austria Square Footage								118,000
		CANADA
2.		Premium Outlet Collection Edmonton IA		Edmonton (Alberta)				50.0%		422,600		11/10/21		^(8)(14)^		2.53%		Variable		93,430	46,715
3.		Premium Outlets Montréal		Montréal (Quebec)				50.0%		367,400		06/01/24		^(14)^		3.08%		Fixed		84,679	42,338
4.		Toronto Premium Outlets		Toronto (Ontario)				50.0%		504,900		06/01/22		^(14)^		3.11%		Fixed		119,961	59,980
5.		Vancouver Designer Outlet		Vancouver (British Columbia)				45.0%		326,000		06/19/21		^(8)(14)^		2.78%		Variable		110,586	49,764

		Subtotal Canada Square Footage								1,620,900
		FRANCE
6.		Provence Designer Outlet		Miramas				90.0%		269,000		07/27/22		^(8)(19)^		1.60%		Variable		90,092	81,083

		Subtotal France Square Footage								269,000
		GERMANY
7.		Ochtrup Designer Outlet		Ochtrup				70.5%		191,500		06/30/21		^(19)^		2.49%		Fixed		42,253	29,788

		Subtotal Germany Square Footage								191,500
		ITALY
8.		La Reggia Designer Outlet		Marcianise (Naples)				90.0%		288,000		02/15/22		^(19)^		2.25%		Variable		137,071	123,364
9.		Noventa Di Piave Designer Outlet		Venice				90.0%		353,000		07/25/25		^(19)^		1.95%		Fixed		307,685	276,917

		Subtotal Italy Square Footage								641,000
		JAPAN
10.		Ami Premium Outlets		Ami (Tokyo)				40.0%		315,000		09/25/23		^(23)^		1.70%		Fixed		37,455	14,982
11.		Gotemba Premium Outlets		Gotemba City (Tokyo)				40.0%		481,500		10/31/26		^(23)^		0.30%		Variable		64,747	25,899
12.		Kobe-Sanda Premium Outlets		Kobe (Osaka)				40.0%		441,000		01/31/23		^(23)^		0.33%		Variable		8,326	3,330
13.		Rinku Premium Outlets		Izumisano (Osaka)				40.0%		402,500		07/31/22		^(23)^		0.33%		Variable		9,250	3,700
14.		Sano Premium Outlets		Sano (Tokyo)				40.0%		390,800		02/28/25		^(23)^		0.28%		Fixed		42,086	16,834
15.		Sendai-Izumi Premium Outlets		Izumi Park Town (Sendai)				40.0%		164,200		^(2)^
16.		Shisui Premium Outlets		Shisui (Chiba)				40.0%		434,600		05/31/23		^(23)^		0.31%		Variable		25,899	10,360
												11/30/23		^(23)^		0.31%		Variable		24,049	9,620
												05/29/22		^(23)^		0.35%		Fixed		46,248	18,499
17.		Toki Premium Outlets		Toki (Nagoya)				40.0%		367,700		05/31/20		^(23)^		0.30%		Variable		6,107	2,443
												11/30/24		^(23)^		0.35%		Fixed		27,398	10,959
18.		Tosu Premium Outlets		Fukuoka (Kyushu)				40.0%		328,400		10/31/26		^(23)^		0.18%		Variable		67,985	27,194

		Subtotal Japan Square Footage								3,325,700

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

<br>												DEBT INFORMATION
****	****		****		****		****		****		****		****		****		****		****
** **	****	** **	****	****	****	** **	****	** LEGAL**	****	** TOTAL**	****	** MATURITY**	****	****	****	** INTEREST**	****	****	****	INDEBTEDNESS ( in 000's)
** **	****	** PROPERTY NAME**	****	** STATE**	****	** CITY (CBSA)**	****	** OWNERSHIP**	****	** SQUARE FEET**	****	** DATE**	****		****	** RATE (1)**	****	** TYPE**	****	TOTAL		** OUR SHARE**
		KOREA
19.		Busan Premium Outlets		Busan				50.0%		360,200		03/13/22		^(24)^		3.24%		Fixed		90,567		45,284
20.		Paju Premium Outlets		Paju (Seoul)				50.0%		558,900		07/13/23		^(24)^		3.36%		Fixed		62,290		31,145
21.		Siheung Premium Outlets		Siheung (Seoul)				50.0%		444,400		03/15/23		^(24)^		3.28%		Fixed		122,940		61,470
22.		Yeoju Premium Outlets		Yeoju (Seoul)				50.0%		551,600		09/28/21		^(24)^		3.45%		Fixed		59,828		29,914

		Subtotal South Korea Square Footage								1,915,100
		MALAYSIA
23.		Genting Highlands Premium Outlets		Pahang (Kuala Lumpur)				50.0%		277,500		02/14/24		^(25)^		5.27%		Variable		24,686		12,343
24.		Johor Premium Outlets		Johor (Singapore)				50.0%		309,400		^(2)^

		Subtotal Malaysia Square Footage								586,900
		MEXICO
25.		Premium Outlets Punta Norte		Mexico City				50.0%		333,000		^(2)^
26.		Premium Outlets Querétaro		Querétaro				50.0%		274,800		12/20/33		^(28)^		10.28%		Fixed		18,791		9,396
												12/20/21		^(28)^		9.46%		Variable		4,668		2,334

		Subtotal Mexico Square Footage								607,800
		NETHERLANDS
27.		Roermond Designer Outlet Phases 2, 3 & 4		Roermond					^(26)^	298,000		12/18/21		^(19)^		1.78%		Fixed		253,010		227,709
												08/17/25		^(19)^		1.30%		Variable		184,809		87,346
28.		Roosendaal Designer Outlet		Roosendaal				94.0%		247,500		02/25/24		^(8)(19)^		1.75%		Variable		63,767		59,941

		Subtotal Netherlands Square Footage								545,500
		SPAIN
29.		Malaga Designer Outlet		Malaga				46.1%		191,000		02/09/23		^(19)^		2.75%		Variable		54,453		25,108

		Subtotal Spain Square Footage								191,000
		UNITED KINGDOM
30.		Ashford Designer Outlet		Kent				45.0%		281,000		02/22/22		^(5)^		3.08%		Fixed		123,747		55,684

		Subtotal United Kingdom Square Footage								281,000

		TOTAL INTERNATIONAL SQUARE FOOTAGE^(11)(27)^								10,293,400



		TOTAL SQUARE FOOTAGE								190,952,573



		Other Secured Indebtedness:												^(13)^						360,489		182,094

		TOTAL SECURED INDEBTEDNESS																			$	13,912,536	^(6)^



		Our Share of Consolidated Mortgage Debt																			$	6,712,364
		Our Share of Joint Venture Mortgage Debt																			$	7,200,172

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

	DEBT INFORMATION
		****		****		****
	****	****	****	****	** INDEBTEDNESS**
UNSECURED INDEBTEDNESS:	** MATURITYDATE**	****	** INTERESTRATE (1)**	****	** TYPE**	****		( in 000's)<br>TOTAL
Global Commercial Paper -	05/28/20	^(12)^	1.44%		Fixed			952,901
Global Commercial Paper -	05/16/20	^(12)^	(0.38)%		Fixed			91,304
Simon Property Group, LP (Sr. Notes)	09/01/20		2.50%		Fixed			500,000
Simon Property Group, LP (Euro Sr. Notes)	10/02/20	^(21)^	2.38%		Fixed			412,522
Simon Property Group, LP (Sr. Notes)	07/15/21		2.50%		Fixed			550,000
Simon Property Group, LP (Sr. Notes)	01/30/22		2.35%		Fixed			550,000
Simon Property Group, LP (Sr. Notes)	06/15/22		2.63%		Fixed			600,000
Revolving Credit Facility - Currency	06/30/23	^(8)^	1.53%		Variable			875,000
Simon Property Group, LP (Euro Sr. Notes)	11/18/22	^(16)^	1.38%		Fixed			825,039
Simon Property Group, LP (Sr. Notes)	02/01/23		2.75%		Fixed			500,000
Simon Property Group, LP (Sr. Notes)	06/01/23		2.75%		Fixed			600,000
Simon Property Group, LP (Sr. Notes)	02/01/24		3.75%		Fixed			600,000
Simon Property Group, LP (Sr. Notes)	09/13/24		2.00%		Fixed			1,000,000
Simon Property Group, LP (Sr. Notes)	10/01/24		3.38%		Fixed			900,000
Simon Property Group, LP (Euro Sr. Notes)	05/13/25	^(9)^	1.25%		Fixed			550,026
Revolving Credit Facility - Currency	06/30/25	^(8)^	1.63%		Variable			3,000,000
Simon Property Group, LP (Sr. Notes)	09/01/25		3.50%		Fixed			600,000
Simon Property Group, LP (Sr. Notes)	01/15/26		3.30%		Fixed			800,000
Simon Property Group, LP (Sr. Notes)	11/30/26		3.25%		Fixed			750,000
Simon Property Group, LP (Sr. Notes)	06/15/27		3.38%		Fixed			750,000
Simon Property Group, LP (Sr. Notes)	12/01/27		3.38%		Fixed			750,000
Simon Property Group, LP (Sr. Notes)	09/13/29		2.45%		Fixed			1,250,000
Simon Property Group, LP (Sr. Notes)	02/01/40		6.75%		Fixed			600,000
Simon Property Group, LP (Sr. Notes)	03/15/42		4.75%		Fixed			550,000
Simon Property Group, LP (Sr. Notes)	10/01/44		4.25%		Fixed			400,000
Simon Property Group, LP (Sr. Notes)	11/30/46		4.25%		Fixed			550,000
Simon Property Group, LP (Sr. Notes)	09/13/49		3.25%		Fixed			1,250,000

Total Unsecured Indebtedness							$	20,756,792

All values are in US Dollars.

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PROPERTY AND DEBT INFORMATION As of March 31, 2020

FOOTNOTES: -
(1)
- Variable rate debt interest rates are based on the following base rates as of March 31, 2020: 1M LIBOR at 0.993%; 1M EUR LIBOR at (0.39)%; 3M EURIBOR at (0.36)%; 6M EURIBOR at (0.29)%; 3M GBP LIBOR at 0.60%; 1M YEN TIBOR at 0.08%; 6M YEN TIBOR at .13%; 1M YEN LIBOR at (0.11)%; 1M CDOR at 1.23%; and Cost of Funds Rate at 3.52%.
(2)
- Unencumbered asset.
(3)
- This property is managed by a third party.
(4)
- The Operating Partnership's direct and indirect interests in some joint venture properties are subject to preferences on distributions and/or capital allocation in favor of other partners or the Operating Partnership.
(5)
- Amount shown in USD equivalent; GBP equivalent is 100.0 million.
(6)
- Our share of total indebtedness includes a pro rata share of the mortgage debt on joint venture properties, including TMLP. To the extent total indebtedness is secured by a property, it is non-recourse to us, with the exception of approximately $180.0 million of payment guarantees provided by the Operating Partnership.
(7)
- The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.
(8)
- Includes applicable extensions available at our option.
(9)
- Amount shown in USD equivalent; Euro equivalent is 500.0 million.
(10)
- The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(11)
- Does not include any other spaces in joint ventures which are not listed above.
(12)
- Reflects the weighted average maturity date and weighted average interest rate of all outstanding tranches of Commercial Paper at March 31, 2020.
(13)
- Consists of 10 loans with interest rates ranging from 2.74% to 5.27% and maturities between 2022 and 2035.
(14)
- Amount shown in USD equivalent; CAD equivalent is 579.1 million.
(15)
- These three properties (which includes Calhoun Outlet Marketplace and Gaffney Outlet Marketplace) are secured by cross-collateralized and cross-defaulted mortgages.
(16)
- Amount shown in USD equivalent; Euro equivalent is 750.0 million.
(17)
- These two properties are secured by cross-collateralized and cross-defaulted mortgages.
(18)
- Also represents our share of Total Unsecured Indebtedness.
(19)
- Amount shown in USD equivalent; Euro equivalent is 1.2 billion.
(20)
- Consists of 15 encumbered properties with interest rates ranging from 3.41% to 7.32% and maturities between 2021 and 2026, of which two properties are held within TMLP.
(21)
- Amount shown in USD equivalent; Euro equivalent is 375.0 million.
(22)
- Includes office space of 2,229,644 square feet including the following centers with more than 75,000 square feet of office space:

Auburn Mall - 85,619 sq. ft.	Fashion Center at Pentagon City - 169,089 sq. ft.
Circle Centre - 138,390 sq. ft.	Oxford Valley Mall - 138,682 sq. ft.
Copley Place - 893,439 sq. ft.	The Shops at Clearfork - 146,571 sq. ft.
Domain, The - 156,240 sq. ft.	Southdale Center - 101,560 sq. ft.

(23)
- Amounts shown in USD equivalent; Yen equivalent is 38.9 billion.
(24)
- Amounts shown in USD equivalent; Won equivalent is 409.5 billion.
(25)
- Amounts shown in USD equivalent; Ringgit equivalent is 106.5 million.
(26)
- The Company owns a 90.0% interest in Phases 2 & 3 and a 47.3% interest in Phase 4.
(27)
- Does not include Klépierre.
(28)
- Amounts shown in USD equivalent; Pesos equivalent is 557.9 million.
(29)
- This mortgage is also secured by Lincoln Plaza.

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NON-GAAP PRO-RATA FINANCIAL INFORMATION

The following pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. The non-GAAP pro-rata financial information aggregates our proportionate economic ownership of each asset in our property portfolio that we do not wholly own. The amounts in the column labeled "Our Share of Joint Ventures" were derived on a property-by-property or entity-by-entity basis by applying to each line item the ownership percentage interest used to arrive at our share of the net operations for the period consistent with the application of the equity method of accounting to each of our unconsolidated joint ventures. A similar calculation was performed for the amounts in the column labeled "Noncontrolling Interests," which represents the share of consolidated assets and net income or loss attributable to any noncontrolling interest.

We do not control the unconsolidated joint ventures and the presentations of the assets and liabilities and revenues and expenses do not represent our legal claim to such items. The operating agreements of the unconsolidated joint ventures generally provide that partners may receive cash distributions (1) to the extent there is available cash from operations, (2) upon a capital event, such as a refinancing or sale or (3) upon liquidation of the venture. The amount of cash each partner receives is based upon specific provisions of each operating agreement and varies depending on factors including the amount of capital contributed by each partner and whether any contributions are entitled to priority distributions. Upon liquidation of the joint venture and after all liabilities, priority distributions and initial equity contributions have been repaid, the partners generally would be entitled to any residual cash remaining based on their respective legal ownership percentages.

We provide pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our unconsolidated joint ventures when read in conjunction with the Company's reported results under GAAP. The presentation of pro-rata financial information has limitations as an analytical tool. Some of these limitations include:

•
- The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
•
- Other companies in our industry may calculate their pro-rata interest differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, the pro-rata financial information should not be considered in isolation or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using the pro-rata financial information only supplementally.

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NON-GAAP PRO-RATA FINANCIAL INFORMATION (In thousands)

		FOR THE THREE MONTHS ENDEDMARCH 31, 2020					FOR THE THREE MONTHS ENDEDMARCH 31, 2019

		NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES			NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES
REVENUE:
Lease income	$	(10,279)	$	348,588		$	(10,684)	$	357,067
Management fees and other revenues		–		–			–		–
Other income		(378)		34,941			(377)		37,582

Total revenue		(10,657)		383,529			(11,061)		394,649

EXPENSES:
Property operating		(1,961)		65,432			(2,043)		64,544
Depreciation and amortization		(3,913)		101,759			(4,250)		102,217
Real estate taxes		(558)		31,891			(615)		32,473
Repairs and maintenance		(434)		9,199			(416)		10,643
Advertising and promotion		(976)		10,496			(1,236)		11,592
Home and regional office costs		–		–			–		–
General and administrative		–		–			–		–
Other		(1,182)		22,244			(2,119)		21,808

Total operating expenses		(9,024)		241,021			(10,679)		243,277

OPERATING INCOME BEFORE OTHER ITEMS		(1,633)		142,508			(382)		151,372
Interest expense		1,774		(73,948)			1,466		(73,397)
Income and other tax benefit (expense)		–		–			–		–
Income from unconsolidated entities		31		(68,560)	^(2)^		(167)		(77,975)	^(2)^
Unrealized (losses) gains in fair value of equity instruments		–		–			–		–
Gain on sale or disposal of assets and interests in unconsolidated entities, net		–		–			–		–

Consolidated income from continuing operations		172		–			917		–

CONSOLIDATED NET INCOME		172		–			917		–
Net income attributable to noncontrolling interests		172		–	^(3)^		917		–	^(3)^
Preferred dividends		–		–			–		–

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	–	$	–		$	–	$	–

(1)
- Represents our venture partners' share of operations from consolidated properties.
(2)
- Our Total Share of income from unconsolidated entities represents our share of net results related to our investment in Klépierre, HBS, RGG, Aéropostale/ABG and Forever 21.
(3)
- Represents limited partners' interest in the Operating Partnership.

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NON-GAAP PRO-RATA FINANCIAL INFORMATION (In thousands)

		AS OF MARCH 31, 2020				AS OF MARCH 31, 2019

		NONCONTROLLINGINTERESTS		OURSHARE OFJOINT VENTURES		NONCONTROLLINGINTERESTS		OURSHARE OFJOINT VENTURES
ASSETS:
Investment properties, at cost	$	(457,206)	$	10,791,808	$	(451,232)	$	10,682,684
Less - accumulated depreciation		(102,479)		3,540,340		(90,839)		3,296,072

		(354,727)		7,251,468		(360,393)		7,386,612
Cash and cash equivalents		(17,619)		386,968		(17,095)		462,033
Tenant receivables and accrued revenue, net		(7,733)		209,840		(11,427)		195,033
Investment in unconsolidated entities, at equity		(21,486)		(2,393,156)		(21,434)		(2,175,875)
Investment in Klépierre, at equity		—		—		—		—
Right-of-use assets, net		(892)		78,376		(899)		47,675
Deferred costs and other assets		(26,621)		644,137		(32,330)		327,694

Total assets	$	(429,078)	$	6,177,633	$	(443,578)	$	6,243,172



LIABILITIES:
Mortgages and unsecured indebtedness	$	(172,669)	$	7,178,727	$	(163,492)	$	7,142,738
Accounts payable, accrued expenses, intangibles, and deferred revenues		(19,879)		374,428		(21,469)		409,115
Cash distributions and losses in unconsolidated entities, at equity		—		(1,611,795)		—		(1,559,534)
Lease liabilities		(892)		79,289		(899)		48,009
Other liabilities		(45,175)		156,984		(50,383)		202,844

Total liabilities		(238,615)		6,177,633		(236,243)		6,243,172

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership		(186,655)		—		(200,345)		—
EQUITY:
Stockholders' equity
Capital stock
Series J 83/8% cumulative redeemable preferred stock		—		—		—		—
Common stock, .0001 par value		—		—		—		—
Class B common stock, .0001 par value		—		—		—		—
Capital in excess of par value		—		—		—		—
Accumulated deficit		—		—		—		—
Accumulated other comprehensive loss		—		—		—		—
Common stock held in treasury at cost		—		—		—		—

Total stockholders' equity		—		—		—		—
Noncontrolling interests		(3,808)		—		(6,990)		—

Total equity		(3,808)		—		(6,990)		—

Total liabilities and equity	$	(429,078)	$	6,177,633	$	(443,578)	$	6,243,172

All values are in US Dollars.

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