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): February 4, 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))
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¨	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
Item 2.02.	Results of Operations and Financial Condition
---	---

On February 4, 2020, Simon Property Group, Inc. issued a press release containing information on earnings for the quarter and twelve months ended December 31, 2019 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 and twelve months ended December 31, 2019.

Item 9.01.	Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

Exhibit<br> No.	Description
99.1	Earnings<br> Release dated February 4, 2020 and supplemental information
104	The<br> cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as<br> 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, comparable FFO per share, comparable earnings 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: February 4, 2020

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

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**** TABLE OF CONTENTS

EARNINGS RELEASE AND SUPPLEMENTAL INFORMATIONFOR THE QUARTER ENDED DECEMBER 31, 2019		PAGE
Earnings Release^(1)^		2-13
Overview
The Company		14
Stock Information, Credit Ratings and Senior Unsecured Debt Covenants		15
Financial Data
Selected Financial and Equity Information		16
Net Operating Income (NOI) Composition		17
Net Operating Income Overview		18
Reconciliations of Non-GAAP Financial Measures		19
Consolidated Net Income to NOI		19
FFO of the Operating Partnership to Funds Available for Distribution (Our Share)		20
Other Income, Other Expense and Capitalized Interest		21
Operational Data
U.S. Malls and Premium Outlets Operating Information		22
The Mills and International Operating Information		23
U.S. Malls and Premium Outlets Lease Expirations		24
U.S. Malls and Premium Outlets Top Tenants		25
Development Activity
Capital Expenditures		26
Development Activity Summary		27-28
Development Activity Report		29-30
Balance Sheet Information
Common and Preferred Stock Information		31
Changes in Common Share and Limited Partnership Unit Ownership		31
Preferred Stock/Units Outstanding		31
Credit Profile		32
Summary of Indebtedness		33
Total Debt Amortization and Maturities by Year (Our Share)		34
Property and Debt Information		35-44
Other
Non-GAAP Pro-Rata Financial Information		45-48

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

4Q 2019 SUPPLEMENTAL	1

EARNINGS RELEASE

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

SIMON PROPERTY GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2019 RESULTS

INDIANAPOLIS, February 4, 2020 - Simon, a global leader in premier shopping, dining, entertainment and mixed-use destinations, today reported results for the quarter and twelve months ended December 31, 2019.

RESULTS FOR THE YEAR^1^

•
- Net income attributable to common stockholders was $2.098 billion, or $6.81 per diluted share, as compared to $2.437 billion, or $7.87 per diluted share in 2018. Results for 2019 include $116.3 million, or $0.33 per diluted share, for a loss on extinguishment of debt related to the redemption of certain senior notes of Simon Property Group, L.P. The prior year period also included net gains of $324.4 million, or $0.91 per diluted share, primarily related to disposition activity.
•
- Funds from Operations ("FFO") was $4.272 billion, or $12.04 per diluted share, as compared to $4.325 billion, or $12.13 per diluted share, in the prior year period. The 2019 results included the $0.33 per diluted share loss on the extinguishment of debt. FFO per diluted share, before this $0.33 debt charge, was $12.37, at the high end of the Company's original guidance for 2019.
•
- Growth in Comparable FFO per diluted share for the twelve months ended December 31, 2019 was 4.4%.

RESULTS FOR THE QUARTER^(1)^

•
- Net income attributable to common stockholders was $510.2 million, or $1.66 per diluted share, as compared to $712.8 million, or $2.30 per diluted share in 2018. Results for the fourth quarter of 2019 include the aforementioned loss on extinguishment of debt of $0.33 per diluted share. The prior year period included gains of $143.9 million, or $0.40 per diluted share.
•
- FFO was $1.045 billion, or $2.96 per diluted share, as compared to $1.151 billion, or $3.23 per diluted share, in the prior year period. The fourth quarter 2019 results included the $0.33 per diluted share loss on the extinguishment of debt. Comparable FFO per diluted share was $3.29 in the fourth quarter 2019 compared to $3.20 in the prior year period, growth of 2.8%.
(1)
- For a reconciliation of FFO and net income per diluted share on a comparable basis, please see Footnote E of the Footnotes to Unaudited Financial Information.

4Q 2019 SUPPLEMENTAL	2

EARNINGS RELEASE

"I am pleased with our fourth quarter results, concluding another successful and productive year for our company," said David Simon, Chairman, Chief Executive Officer and President. "In 2019, we opened one new shopping destination; delivered six international expansions; completed four redevelopments of former department stores and started construction on nine additional projects; and made several strategic investments in companies focused on enhancing our consumer experience. During 2019, we returned approximately $3.3 billion to shareholders, including approximately $3.0 billion in dividends paid. We continue to strengthen our portfolio through our innovative and disciplined investment activities that will allow us to continue to deliver long-term cash flow, FFO and dividends per share growth."

U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS

•
- Reported retailer sales per square foot was $693, an increase of 4.8%, for the trailing 12 months ended December 31, 2019.
•
- Occupancy was 95.1% at December 31, 2019.
•
- Base minimum rent per square foot was $54.59 at December 31, 2019.
•
- Leasing spread per square foot for the trailing 12 months ended December 31, 2019 was $7.83, an increase of 14.4%.

COMPARABLE PROPERTY NET OPERATING INCOME ("NOI") AND PORTFOLIO NOI

Comparable property NOI growth for the full year 2019, including international comparable properties on a constant currency basis, was 1.7%. Comparable property NOI growth for North American properties was 1.4%. Total portfolio NOI growth for the full year 2019 was 1.7%. Total portfolio NOI includes NOI from comparable properties, new developments, redevelopments, expansions, acquisitions and our share of NOI from investments.

DIVIDENDS

During 2019, the Company paid $8.30 per share in dividends, an increase of 5.1% compared to the prior year. Today, Simon's Board of Directors declared a common stock dividend of $2.10 per share for the first quarter of 2020. This is a 2.4% increase year-over-year. The dividend will be payable on February 28, 2020 to shareholders of record on February 14, 2020. The Company has paid more than $31 billion of dividends since its initial public offering.

Simon's Board of Directors also declared the quarterly dividend on its 8^3^/8% Series J Cumulative Redeemable Preferred Stock (NYSE: SPGPrJ) of $1.046875 per share, payable on March 31, 2020 to shareholders of record on March 17, 2020.

4Q 2019 SUPPLEMENTAL	3

EARNINGS RELEASE

DEVELOPMENT ACTIVITY

Construction continues on five new outlet development projects: one in the U.S. and four internationally. Three projects are scheduled to open in 2020, including Malaga Designer Outlet (Malaga, Spain), Siam Premium Outlets Bangkok (Bangkok, Thailand) and West Midlands Designer Outlet (Cannock, England) and two are scheduled to open in 2021, including Tulsa Premium Outlets (Jenks (Tulsa), Oklahoma) and Paris-Giverny Designer Outlet (Vernon (Normandy), France).

There are currently 15 redevelopment projects of former department store spaces under construction that will add compelling retail, entertainment and mixed-uses to centers such as Burlington Mall (Burlington (Boston), MA), Phipps Plaza (Atlanta, GA) and Northgate (Seattle, WA).

Construction also continues on other significant redevelopment and expansion projects including The Shops at Riverside (Hackensack, NJ), Sawgrass Mills (Miami, FL), Gotemba Premium Outlets (Gotemba, Japan) and Rinku Premium Outlets (Izumisano (Osaka), Japan).

At quarter-end, redevelopment and expansion projects, including the redevelopment of former department store spaces, were underway at more than 30 properties in the U.S., Asia and Europe. Simon's share of the costs of all new development and redevelopment projects under construction at quarter-end was approximately $1.8 billion.

BALANCE SHEET ACTIVITY

The Company was active in the debt markets in 2019, continuing to lower our effective borrowing costs and extend our maturity profile.

During the year, the Company completed a three tranche senior notes offering totaling $3.5 billion with a weighted average coupon rate of 2.61% and weighted average term of 15.9 years.

The Company also retired all, or a portion of, four series of senior notes totaling approximately $2.6 billion (USD equivalent) with a combined weighted average coupon rate of 3.76%. The new notes offering had a weighted average coupon rate of approximately 115 basis points lower than the notes that were retired.

As of December 31, 2019, Simon had more than $7.1 billion of liquidity consisting of cash on hand, including its share of joint venture cash, and available capacity under its revolving credit facilities, net of outstanding U.S. and Euro commercial paper.

4Q 2019 SUPPLEMENTAL	4

EARNINGS RELEASE

2020 GUIDANCE

The Company currently estimates net income to be within a range of $7.15 to $7.30 per diluted share for the year ending December 31, 2020 and that FFO will be within a range of $12.25 to $12.40 per diluted share.

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

For the year ending December 31, 2020

	LOW END		HIGH END
Estimated net income attributable to common stockholders per diluted share	$	7.15	$	7.30
Depreciation and amortization including Simon's share of unconsolidated entities		5.10		5.10

Estimated FFO per diluted share	$	12.25	$	12.40

CONFERENCE CALL

Simon will hold a conference call to discuss the quarterly financial results today at 8:30 a.m. Eastern Time, Tuesday, February 4, 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 February 11, 2020. To access the audio replay, dial 1-855-859-2056 (international 404-537-3406) passcode 9776639.

SUPPLEMENTAL MATERIALS AND WEBSITE

Supplemental information on our fourth quarter 2019 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.

4Q 2019 SUPPLEMENTAL	5

**** EARNINGS RELEASE

NON-GAAP FINANCIAL MEASURES

This press release includes FFO, FFO per share, comparable FFO per share, comparable earnings 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.

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: changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; decreases in market rental rates; the intensely competitive market environment in the retail industry; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; risks related to international activities, including, without limitation, the impact, if any, of the United Kingdom's exit from the European Union; changes to applicable laws or regulations or the interpretation thereof; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; 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; changes in the value of our investments in foreign entities; our ability to hedge interest rate and currency risk; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties; environmental liabilities; changes in insurance costs, the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; natural disasters; the potential for terrorist activities; 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.

4Q 2019 SUPPLEMENTAL	6

EARNINGS RELEASE

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

		FOR THE THREE MONTHSENDED DECEMBER 31,				FOR THE TWELVE MONTHSENDED DECEMBER 31,
		2019		2018		2019		2018
REVENUE:
Lease income		$	1,356,238	$	1,347,155	$	5,243,771	$	5,158,420
Management fees and other revenues			29,174		30,780		112,942		116,286
Other income			103,203		84,092		398,476		370,582
		****				****
Total revenue			1,488,615		1,462,027		5,755,189		5,645,288
		****				****
EXPENSES:
Property operating			113,741		115,216		453,145		450,636
Depreciation and amortization			324,310		329,145		1,340,503		1,282,454
Real estate taxes			118,600		112,790		468,004		457,740
Repairs and maintenance			26,743		26,081		100,495		99,588
Advertising and promotion			41,216		43,262		150,344		151,241
Home and regional office costs			45,217		30,584		190,109		136,677
General and administrative			7,333		10,830		34,860		46,543
Other			34,579		23,607		109,898		94,110
		****				****
Total operating expenses			711,739		691,515		2,847,358		2,718,989
		****				****
OPERATING INCOME BEFORE OTHER ITEMS			776,876		770,512		2,907,831		2,926,299
Interest expense			(189,813)		(204,341)		(789,353)		(815,923)
Loss on extinguishment of debt			(116,256)		—		(116,256)		—
Income and other taxes			(6,744)		(10,422)		(30,054)		(36,898)
Income from unconsolidated entities			127,657		149,987		444,349		475,250
Unrealized losses in fair value of equity instruments			(3,365)		(16,423)		(8,212)		(15,212)
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net			2,061		143,879		14,883		288,827
		****				****
CONSOLIDATED NET INCOME			590,416		833,192		2,423,188		2,822,343
Net income attributable to noncontrolling interests			79,388		119,562		321,604		382,285
Preferred dividends			834		834		3,337		3,337
		****				****
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	510,194	$	712,796	$	2,098,247	$	2,436,721
		****				****
		****				****
		****				****
BASIC AND DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders		$	1.66	$	2.30	$	6.81	$	7.87
		****				****
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4Q 2019 SUPPLEMENTAL	7
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**** EARNINGS RELEASE

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

	DECEMBER 31,2019		DECEMBER 31,2018
ASSETS:
Investment properties, at cost	$	37,804,495	$	37,092,670
Less — accumulated depreciation		13,905,776		12,884,539
	****
		23,898,719		24,208,131
Cash and cash equivalents		669,373		514,335
Tenant receivables and accrued revenue, net		832,151		763,815
Investment in unconsolidated entities, at equity		2,371,053		2,220,414
Investment in Klépierre, at equity		1,731,649		1,769,488
Right-of-use assets, net		514,660		—
Deferred costs and other assets		1,214,025		1,210,040
	****
Total assets	$	31,231,630	$	30,686,223
	****
	****
	****
LIABILITIES:
Mortgages and unsecured indebtedness	$	24,163,230	$	23,305,535
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,390,682		1,316,861
Cash distributions and losses in unconsolidated entities, at equity		1,566,294		1,536,111
Lease liabilities		516,809		—
Other liabilities		464,304		500,597
	****
Total liabilities		28,101,319		26,659,104
	****
Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		219,061		230,163
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		42,420		42,748
Common stock, 0.0001 par value, 511,990,000 shares authorized, 320,435,256 and 320,411,571 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		9,756,073		9,700,418
Accumulated deficit		(5,379,952)		(4,893,069)
Accumulated other comprehensive loss		(118,604)		(126,017)
Common stock held in treasury, at cost, 13,574,296 and 11,402,103 shares, respectively		(1,773,571)		(1,427,431)
	****
Total stockholders' equity		2,526,398		3,296,681
Noncontrolling interests		384,852		500,275
	****
Total equity		2,911,250		3,796,956
	****
Total liabilities and equity	$	31,231,630	$	30,686,223
	****
	****
	****

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	8

**** EARNINGS RELEASE

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

	FOR THE THREE MONTHSENDED DECEMBER 31,				FOR THE TWELVE MONTHSENDED DECEMBER 31,
	2019		2018		2019		2018
REVENUE:
Lease income	$	802,746	$	786,217	$	3,088,594	$	3,045,668
Other income		88,060		93,828		322,398		326,575
	****				****
Total revenue		890,806		880,045		3,410,992		3,372,243
OPERATING EXPENSES:		****				****
Property operating		152,320		153,203		587,062		590,921
Depreciation and amortization		169,693		164,870		681,764		652,968
Real estate taxes		65,314		62,070		266,013		259,567
Repairs and maintenance		23,491		23,441		85,430		87,408
Advertising and promotion		25,808		21,924		89,660		87,349
Other		53,374		43,757		196,178		187,292
	****				****
Total operating expenses		490,000		469,265		1,906,107		1,865,505
	****				****
OPERATING INCOME BEFORE OTHER ITEMS		400,806		410,780		1,504,885		1,506,738
Interest expense		(163,074)		(158,154)		(636,988)		(663,693)
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net		3,022		7,575		24,609		33,367
	****				****
NET INCOME	$	240,754	$	260,201	$	892,506	$	876,412
	****				****
	****				****
	****				****
Third-Party Investors' Share of Net Income	$	128,618	$	132,593	$	460,696	$	436,767
	****				****
	****				****
	****				****
Our Share of Net Income		112,136		127,608		431,810		439,645
Amortization of Excess Investment (A)		(21,143)		(20,804)		(83,556)		(85,252)
Our Share of Gain on Sale or Disposal of Assets and Interests in Other Income in the Consolidated Financial Statements		—		—		(9,156)		—
Our Share of Gain on Sale or Disposal of, or Recovery on, Assets and Interests in Unconsolidated Entities, net		(1,133)		(2,841)		(1,133)		(12,513)
	****				****
Income from Unconsolidated Entities (B)	$	89,860	$	103,963	$	337,965	$	341,880
	****				****
	****				****
	****				****

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.

4Q 2019 SUPPLEMENTAL	9

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

	DECEMBER 31,2019		DECEMBER 31,2018
Assets:
Investment properties, at cost	$	19,525,665	$	18,807,449
Less - accumulated depreciation		7,407,627		6,834,633
	****
		12,118,038		11,972,816
Cash and cash equivalents		1,015,864		1,076,398
Tenant receivables and accrued revenue, net		510,157		445,148
Right-of-use assets, net		185,302		—
Deferred costs and other assets		384,663		390,818
	****
Total assets	$	14,214,024	$	13,885,180
	****
	****
	****
Liabilities and Partners' Deficit:		****
Mortgages	$	15,391,781	$	15,235,415
Accounts payable, accrued expenses, intangibles, and deferred revenue		977,112		976,311
Lease liabilities		186,594		—
Other liabilities		338,412		344,205
	****
Total liabilities		16,893,899		16,555,931
Preferred units		67,450		67,450
Partners' deficit		(2,747,325)		(2,738,201)
	****
Total liabilities and partners' deficit	$	14,214,024	$	13,885,180
	****
	****
	****
Our Share of:		****
Partners' deficit	$	(1,196,926)	$	(1,168,216)
Add: Excess Investment (A)		1,525,903		1,594,198
	****
Our net Investment in unconsolidated entities, at equity	$	328,977	$	425,982
	****
	****
	****

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.

4Q 2019 SUPPLEMENTAL	10

**** EARNINGS RELEASE

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 DECEMBER 31,				FOR THE TWELVE MONTHSENDED DECEMBER 31,
			2019		2018		2019		2018
		Consolidated Net Income (D)	$	590,416	$	833,192	$	2,423,188	$	2,822,343
		Adjustments to Arrive at FFO:
		Depreciation and amortization from consolidated properties		321,404		326,273		1,329,843		1,270,888
		Our share of depreciation and amortization from unconsolidated entities, including Klépierre and HBS		139,579		129,818		551,596		533,595
		Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(2,061)		(137,263)		(14,883)		(282,211)
		Unrealized losses in fair value of equity instruments		3,365		16,423		8,212		15,212
		Net income attributable to noncontrolling interest holders in properties		(1,172)		(10,642)		(991)		(11,327)
		Noncontrolling interests portion of depreciation and amortization		(4,834)		(5,082)		(19,442)		(18,647)
		Preferred distributions and dividends		(1,313)		(1,313)		(5,252)		(5,252)
			****				****
		FFO of the Operating Partnership	$	1,045,384	$	1,151,406	$	4,272,271	$	4,324,601
			****				****
			****				****
			****				****
		Diluted net income per share to diluted FFO per share reconciliation:
		Diluted net income per share	$	1.66	$	2.30	$	6.81	$	7.87
		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		1.30		1.27		5.25		5.01
		Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		(0.01)		(0.39)		(0.04)		(0.79)
		Unrealized losses in fair value of equity instruments		0.01		0.05		0.02		0.04
			****				****
		Diluted FFO per share	$	2.96	$	3.23	$	12.04	$	12.13
			****				****
			****				****
			****				****
<br>		Details for per share calculations:
		FFO of the Operating Partnership	$	1,045,384	$	1,151,406	$	4,272,271	$	4,324,601
		Diluted FFO allocable to unitholders		(138,219)		(152,122)		(563,342)		(568,817)
			****				****
		Diluted FFO allocable to common stockholders	$	907,165	$	999,284	$	3,708,929	$	3,755,784
			****				****
			****				****
			****				****
		Basic and Diluted weighted average shares outstanding		306,869		309,294		307,950		309,627
		Weighted average limited partnership units outstanding		46,751		47,102		46,774		46,893
			****				****
		Basic and Diluted weighted average shares and units outstanding		353,620		356,396		354,724		356,520
			****				****
			****				****
			****				****
		Basic and Diluted FFO per Share	$	2.96	$	3.23	$	12.04	$	12.13
<br>		Percent Change		–8.4%				–0.7%
4Q 2019 SUPPLEMENTAL	11
---	---

**** 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 $3.2 million and $2.4 million for the three months ended December 31, 2019 and 2018, respectively, and $17.3 million and $6.3 million for the twelve months ended December 31, 2019 and 2018, respectively.
- - Straight-line adjustments increased income by $24.9 million and $6.7 million for the three months ended December 31, 2019 and 2018, respectively, and $90.9 million and $28.5 million for the twelve months ended December 31, 2019 and 2018, respectively.
- - Amortization of fair market value of leases from acquisitions increased income by $1.4 million and $1.4 million for the three months ended December 31, 2019 and 2018, respectively, and $5.4 million and $4.4 million for the twelve months ended December 31, 2019 and 2018, respectively.

4Q 2019 SUPPLEMENTAL	12

EARNINGS RELEASE

(E)
- Reconciliation of reported earnings per share to comparable earnings per share and FFO per share to comparable FFO per share:

		THREE MONTHSENDEDDECEMBER 31,						TWELVE MONTHSENDEDDECEMBER 31,
		2019			2018			2019			2018
Reported earnings per share		$	1.66		$	2.30		$	6.81		$	7.87
Add: Loss on extinguishment of debt			0.33			—			0.33			—
Less: Non-cash investment gain (ABG)			—			—			—			(0.10)
Less: Higher distribution income from international investment			—			—			—			(0.05)
Less: ASC 842 expensing internal leasing costs			—			(0.03)			—			(0.13)
Less: Gains on sale or disposal of assets			—			(0.40)			—			(0.81)
		****						****
Comparable earnings per share		$	1.99		$	1.87		$	7.14		$	6.78
		****						****
		****						****
		****						****
Comparable earnings per share growth			6.4%						5.3%
		THREE MONTHSENDEDDECEMBER 31,						TWELVE MONTHSENDEDDECEMBER 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---
		2019			2018			2019			2018
Reported FFO per share		$	2.96		$	3.23		$	12.04		$	12.13
Add: Loss on extinguishment of debt			0.33			—			0.33			—
Less: Non-cash investment gain (ABG)			—			—			—			(0.10)
Less: Higher distribution income from international investment			—			—			—			(0.05)
Less: ASC 842 expensing internal leasing costs			—			(0.03)			—			(0.13)
		****						****
Comparable FFO per share		$	3.29		$	3.20		$	12.37		$	11.85
		****						****
		****						****
		****						****
Comparable FFO per share growth			2.8%						4.4%
4Q 2019 SUPPLEMENTAL	13
---	---

**** 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 December 31, 2019, we owned or had an interest in 233 properties comprising 191 million square feet in North America, Asia and Europe. Additionally, at December 31, 2019, we had a 22.2% 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 December 31, 2019 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: changes in economic and market conditions that may adversely affect the general retail environment; the potential loss of anchor stores or major tenants; the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise; decreases in market rental rates; the intensely competitive market environment in the retail industry; the inability to lease newly developed properties and renew leases and relet space at existing properties on favorable terms; risks related to international activities, including, without limitation, the impact of the United Kingdom's vote to leave the European Union; changes to applicable laws or regulations or the interpretation thereof; risks associated with the acquisition, development, redevelopment, expansion, leasing and management of properties; general risks related to real estate investments, including the illiquidity of real estate investments; 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; changes in the value of our investments in foreign entities; our ability to hedge interest rate and currency risk; our continued ability to maintain our status as a REIT; changes in tax laws or regulations that result in adverse tax consequences; risks relating to our joint venture properties; environmental liabilities; changes in insurance costs, the availability of comprehensive insurance coverage; security breaches that could compromise our information technology or infrastructure; natural disasters; the potential for terrorist activities; 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).

4Q 2019 SUPPLEMENTAL	14

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	(Stable Outlook)
	Senior Unsecured	A	(Stable Outlook)
	Commercial Paper	A1	(Stable Outlook)
	Preferred Stock	BBB+	(Stable Outlook)
	Moody's
	Senior Unsecured	A2	(Stable Outlook)
	Commercial Paper	P1	(Stable Outlook)
	Preferred Stock	A3	(Stable Outlook)

SENIOR UNSECURED DEBT COVENANTS ^(1)^

	Required	Actual	Compliance

Total Debt to Total Assets ^(1)^	65%	40%	Yes
Total Secured Debt to Total Assets ^(1)^	50%	18%	Yes
Fixed Charge Coverage Ratio	>1.5X	5.3X	Yes
Total Unencumbered Assets to Unsecured Debt	³125%	280%	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.

4Q 2019 SUPPLEMENTAL	15

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

			THREE MONTHS ENDEDDECEMBER 31,				****		** TWELVE MONTHS ENDEDDECEMBER 31,**
****				****			****			****
****			** 2019**	****		** 2018**	****		** 2019**	****		** 2018**
Financial Highlights
Total Revenue - Consolidated Properties		$	1,488,615		$	1,462,027		$	5,755,189		$	5,645,288
Consolidated Net Income		$	590,416		$	833,192		$	2,423,188		$	2,822,343
Net Income Attributable to Common Stockholders		$	510,194		$	712,796		$	2,098,247		$	2,436,721
Basic and Diluted Earnings per Common Share (EPS)		$	1.66		$	2.30		$	6.81		$	7.87
Funds from Operations (FFO) of the Operating Partnership		$	1,045,384		$	1,151,406		$	4,272,271		$	4,324,601
Basic and Diluted FFO per Share (FFOPS)		$	2.96		$	3.23		$	12.04		$	12.13
Dividends/Distributions per Share/Unit		$	2.10		$	2.00		$	8.30		$	7.90
Stockholders' Equity Information			** AS OFDECEMBER 31,2019**	****		** AS OFDECEMBER 31,2018**
---	---	---	---	---	---	---	---
Limited Partners' Units Outstanding at end of period			46,740			46,807
Common Shares Outstanding at end of period			306,869			309,018

Total Common Shares and Limited Partnership Units Outstanding at end of period			353,609			355,825



Weighted Average Limited Partnership Units Outstanding			46,744			46,893
Weighted Average Common Shares Outstanding:
Basic and Diluted - for purposes of EPS and FFOPS			307,950			309,627
Debt Information
Share of Consolidated Debt		$	23,988,186		$	23,139,977
Share of Joint Venture Debt			7,214,181			7,160,392

Share of Total Debt		$	31,202,367		$	30,300,369



Market Capitalization
Common Stock Price at end of period		$	148.96		$	167.99
Common Equity Capitalization, including Limited Partnership Units		$	52,673,608		$	59,775,015
Preferred Equity Capitalization, including Limited Partnership Preferred Units			83,236			80,287

Total Equity Market Capitalization		$	52,756,844		$	59,855,302



Total Market Capitalization - Including Share of Total Debt		$	83,959,211		$	90,155,671
Net Debt to Total Market Capitalization			35.8%			32.5%
4Q 2019 SUPPLEMENTAL	16
---	---

**** NET OPERATING INCOME (NOI) COMPOSITION ^(1)^ For the Twelve Months Ended December 31, 2019

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

4Q 2019 SUPPLEMENTAL	17

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

			** FOR THE THREE MONTHSENDED DECEMBER 31,**					** % GROWTH**		** FOR THE TWELVE MONTHSENDED DECEMBER 31,**					** % GROWTH**
****				****							****
****			2019	****		2018				2019	****		2018		****
Comparable Property NOI ^(2)^	****	$	1,440,893	****	$	1,433,452	****	0.5%	$	5,513,459	****	$	5,435,326	****	1.4%
**** NOI from New Development, Redevelopment, Expansion and Acquisitions ^(3)^			46,820			51,354				181,871			191,959
International Properties ^(4)^			133,956			127,590				483,563			465,421
Our share of NOI from Investments ^(5)^			85,006			80,054				293,979			292,513
Portfolio NOI	****	$	1,706,675	****	$	1,692,450	****	0.8%	$	6,472,872	****	$	6,385,219	****	1.4%
**** Corporate and Other NOI Sources ^(6)^			102,566			106,627				481,059			482,615

Combined NOI		$	1,809,241		$	1,799,077			$	6,953,931		$	6,867,834



Less: Joint Venture Partners' Share of NOI			308,369			307,934				1,163,972			1,143,667

Our Share of Total NOI		$	1,500,872		$	1,491,143			$	5,789,959		$	5,724,167

(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.
(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 Premium Outlets included in Comparable NOI) and International Designer Outlets.
(5)
- Includes our share of NOI of Klépierre, HBS, and other corporate investments.
(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.

4Q 2019 SUPPLEMENTAL	18

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

RECONCILIATION OF NET INCOME TO NOI
			** THREE MONTHS ENDED DECEMBER 31,**					** TWELVE MONTHS ENDED DECEMBER 31,**
		****		****			****		****
			2019	****		2018		2019	****		2018
Reconciliation of NOI of consolidated entities:			****					****
Consolidated Net Income		$	590,416		$	833,192	$	2,423,188		$	2,822,343
Income and other tax expense			6,744			10,422		30,054			36,898
Interest expense			189,813			204,341		789,353			815,923
Loss on extinguishment of debt			116,256			—		116,256			—
Income from unconsolidated entities			(127,657)			(149,987)		(444,349)			(475,250)
Unrealized losses in fair value of equity instruments			3,365			16,423		8,212			15,212
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net			(2,061)			(143,879)		(14,883)			(288,827)
		****					****
Operating Income Before Other Items			776,876			770,512		2,907,831			2,926,299
Depreciation and amortization			324,310			329,145		1,340,503			1,282,454
Home and regional office costs			45,217			30,584		190,109			136,677
General and administrative			7,333			10,830		34,860			46,543
		****					****
NOI of consolidated entities		$	1,153,736		$	1,141,071	$	4,473,303		$	4,391,973
		****					****
		****					****
		****					****
Reconciliation of NOI of unconsolidated entities:			****					****
Net Income		$	240,754		$	260,201	$	892,506		$	876,412
Interest expense			163,074			158,154		636,988			663,693
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities, net			(3,022)			(7,575)		(24,609)			(33,367)
		****					****
Operating Income Before Other Items			400,806			410,780		1,504,885			1,506,738
Depreciation and amortization			169,693			164,870		681,764			652,968
		****					****
NOI of unconsolidated entities		$	570,499		$	575,650	$	2,186,649		$	2,159,706
		****					****
		****					****
		****					****
Add: Our share of NOI from Klépierre, HBS and other corporate investments			85,006			82,356		293,979			316,155
		****					****
Combined NOI		$	1,809,241		$	1,799,077	$	6,953,931		$	6,867,834
		****					****
		****					****
		****					****
4Q 2019 SUPPLEMENTAL	19
---	---

**** 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 ENDEDDECEMBER 31,2019			****	** TWELVEMONTHS ENDEDDECEMBER 31,2019**
FFO of the Operating Partnership		$	1,045,384			$	4,272,271
Non-cash impacts to FFO^(1)^		(15,365)				(41,259)

FFO of the Operating Partnership excluding non-cash impacts		1,030,019				4,231,012
Tenant allowances		(47,147)				(192,252)
Operational capital expenditures		(72,330)				(195,350)

Funds available for distribution		$	910,542			$	3,843,410

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


<br>	THREEMONTHS ENDEDDECEMBER 31,2019			****	** TWELVEMONTHS ENDEDDECEMBER 31,2019**
Deductions:
Straight-line lease income		(24,952)				(90,907)
Fair market value of lease amortization		(1,382)				(5,424)
Fair value of debt amortization		(822)				(814)
Additions:
Stock based compensation expense		5,883				27,030
Mortgage, financing fee and terminated swap amortization expense		5,908				28,856

		$	(15,365)			$	(41,259)

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, comparable FFO per share, comparable earnings 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 18 - 20 and in the Earnings Release for the latest period.

4Q 2019 SUPPLEMENTAL	20

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

			THREE MONTHSENDED DECEMBER 31,				****		TWELVE MONTHSENDED DECEMBER 31,
****				****			****			****
****			** 2019**	****		** 2018**	****		** 2019**	****		** 2018**
Consolidated Properties
Other Income
Interest, dividend and distribution income ^(1)^		$	11,457		$	5,843		$	36,982		$	48,469
Lease settlement income			1,982			2,700			17,493			44,174
Gains on land sales			3,597			114			13,753			3,362
Other ^(2)^			86,167			75,435			330,248			274,577

Totals		$	103,203		$	84,092		$	398,476		$	370,582



Other Expense
Ground leases		$	11,179		$	10,957		$	43,499		$	42,683
Professional fees and other			23,400			12,650			66,399			51,427

Totals		$	34,579		$	23,607		$	109,898		$	94,110




Capitalized Interest			** THREE MONTHSENDED DECEMBER 31,**				****		** TWELVE MONTHSENDED DECEMBER 31,**
---	---	---	---	---	---	---	---	---	---	---	---	---
****				****			****			****
****			** 2019**	****		** 2018**	****		** 2019**	****		** 2018**
Interest Capitalized during the Period:
Our Share of Consolidated Properties		$	9,366		$	4,683		$	33,324		$	19,867
Our Share of Joint Venture Properties		$	293		$	409		$	1,187		$	2,077

(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.

4Q 2019 SUPPLEMENTAL	21

**** U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION

		AS OF DECEMBER 31,
****			****
****		** 2019**	****		** 2018**
Total Number of Properties		175			176
Total Square Footage of Properties (in millions)		150.3			151.2
Ending Occupancy ^(1)^:
Consolidated Assets		95.3%			95.9%
Unconsolidated Assets		94.5%			95.8%
Total Portfolio		95.1%			95.9%
Total Sales per Square Foot (PSF) ^(2)^:
Consolidated Assets	$	662		$	641
Unconsolidated Assets	$	783		$	719
Total Portfolio	$	693		$	661
Base Minimum Rent PSF ^(3)^:
Consolidated Assets	$	53.06		$	52.51
Unconsolidated Assets	$	58.71		$	58.59
Total Portfolio	$	54.59		$	54.18

Open / Close Spread

<br>					RENT PSF(BASE MINIMUM RENT & CAM)				****		****	****	****
****	****		****			****			****			****
** **	****	** SQUARE FOOTAGEOF OPENINGS**	****		AVERAGEOPENING RATEPSF (4)	****		AVERAGECLOSING RATEPSF (4)	****		LEASINGSPREAD (4)	****	SPREAD TOCLOSE %
12/31/19		8,216,167	****	$	62.39	****	$	54.56	****	$	7.83	****	14.4%
12/31/18		8,722,732		$	62.04		$	54.29		$	7.75		14.3%
Occupancy Cost as a Percentage of Sales ^(5)^:
12/31/19		12.5%
12/31/18		12.8%

(1)
- Ending Occupancy is the percentage of total owned square footage (GLA) which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors, mall majors, mall freestanding and mall outlots in the calculation.
(2)
- Total Sales PSF is defined as total sales as reported of the tenants open and operating in the center during the reporting period divided by the associated company owned and occupied GLA on a trailing 12-month basis. Includes tenant sales activity for all months a tenant is open within the trailing 12-month period. In accordance with the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, stores with less than 10,000 square feet are included for malls and stores with less than 20,000 square feet are included for Premium Outlets.
(3)
- Base Minimum Rent PSF is the average base minimum rent charge in effect for the reporting period for all tenants that would qualify to be included in Ending Occupancy as defined above.
(4)
- 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.
(5)
- Occupancy Cost as a Percentage of Sales is the trailing 12-month Base Minimum Rent, plus all applicable ancillary charges, plus overage rent, if applicable (based on last 12 months of sales), divided by the trailing 12-month Total Sales PSF for the same tenants.

4Q 2019 SUPPLEMENTAL	22

**** THE MILLS AND INTERNATIONAL OPERATING INFORMATION

		AS OF DECEMBER 31,
	****
		2019		2018
The Mills
Total Number of Properties		14		14
Total Square Footage of Properties (in millions)		21.5		21.4
Ending Occupancy^(1)^		97.0%		97.6%
Total Sales PSF^(2)^	$	620	$	614
Base Minimum Rent PSF^(3)^	$	33.09	$	32.63
Leasing Spread PSF^(4)^	$	5.48	$	15.21
Leasing Spread (Percentage Change)^(4)^		13.2%		34.6%

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		9		9
Total Square Footage of Properties (in millions)		2.4		2.2
Statistics for Premium Outlets in Japan^(5)^
Ending Occupancy		99.5%		99.7%
Total Sales PSF		107,866		¥ 107,265
Base Minimum Rent PSF		5,269		¥ 5,156

All values are in Japanese Yen.

(1)
- See footnote 1 on page 22 for definition, except Ending Occupancy is calculated on all company owned space.
(2)
- See footnote 2 on page 22 for definition; calculation methodology is the same as for malls.
(3)
- See footnote 3 on page 22 for definition.
(4)
- See footnote 4 on page 22 for definition.
(5)
- Information supplied by the managing venture partner; includes 9 properties.

4Q 2019 SUPPLEMENTAL	23

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

YEAR	** NUMBER OFLEASESEXPIRING**	** SQUARE FEET**		** AVG. BASEMINIMUMRENTPSF AT 12/31/19**	** PERCENTAGE OFGROSS ANNUALRENTALREVENUES ^(2)^**
Inline Stores and Freestanding
Month to Month Leases	651	2,021,771	$	58.01	2.0%
2020	2,473	8,606,035	$	50.60	7.6%
2021	2,424	9,066,802	$	50.64	8.0%
2022	2,326	8,754,342	$	49.66	7.7%
2023	2,277	9,381,279	$	56.10	9.1%
2024	1,919	7,462,106	$	59.29	7.6%
2025	1,478	5,658,208	$	63.78	6.4%
2026	1,275	4,630,900	$	63.93	5.2%
2027	985	3,708,647	$	65.27	4.2%
2028	851	3,660,770	$	59.68	3.8%
2029	723	3,132,495	$	62.27	3.2%
2030 and Thereafter	445	2,853,217	$	41.65	2.2%
Specialty Leasing Agreements w/ terms in excess of 12 months	1,836	4,658,652	$	18.28	1.6%
Anchors
2020	3	371,955	$	4.21	0.0%
2021	10	1,113,351	$	6.32	0.1%
2022	16	2,033,754	$	6.14	0.2%
2023	17	2,386,762	$	6.67	0.3%
2024	24	2,027,154	$	8.30	0.3%
2025	16	1,480,858	$	7.21	0.2%
2026	7	804,111	$	4.30	0.1%
2027	6	920,224	$	4.16	0.1%
2028	9	857,119	$	7.58	0.1%
2029	5	577,818	$	5.02	0.1%
2030 and Thereafter	25	2,455,938	$	8.50	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.

4Q 2019 SUPPLEMENTAL	24

**** 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%	3.4%
L Brands, Inc.	307	1,895	1.0%	2.2%
Ascena Retail Group Inc	435	2,420	1.3%	1.8%
PVH Corporation	237	1,476	0.8%	1.6%
Tapestry, Inc.	253	1,016	0.6%	1.5%
Signet Jewelers, Ltd.	363	526	0.3%	1.5%
Foot Locker, Inc.	224	1,031	0.6%	1.2%
Luxottica Group SPA	386	689	0.4%	1.2%
American Eagle Outfitters, Inc	195	1,280	0.7%	1.2%
Capri Holdings Limited	138	530	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.	113	21,736	12.0%	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%
Sears	22	3,796	2.1%	*
Dick's Sporting Goods, Inc.	36	2,410	1.3%	0.6%
Hudson's Bay Company	16	2,128	1.2%	0.1%
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.

4Q 2019 SUPPLEMENTAL	25

**** CAPITAL EXPENDITURES (In thousands)

					UNCONSOLIDATEDPROPERTIES
****			****			****
****		** CONSOLIDATEDPROPERTIES**	****		** TOTAL**	****		** OURSHARE**
New development projects	$	58,851		$	286,231		$	113,899
Redevelopment projects with incremental square footage and/or anchor replacement		488,962			388,983			183,183
Redevelopment projects with no incremental square footage ^(1)^		109,665			23,675			7,798

Subtotal new development and redevelopment projects		657,478	****		698,889	****		304,880
Tenant allowances		159,165			72,571			33,087
Operational capital expenditures at properties:
CAM expenditures		118,080			69,145			31,492
Non-CAM expenditures		30,130			31,529			15,648

Totals	$	964,853	****	$	872,134	****	$	385,107



Conversion from accrual to cash basis		(88,842)			(82,811)			(36,567)

Capital Expenditures for the Twelve Months Ended 12/31/19 ^(2)^	$	876,011	****	$	789,323	****	$	348,540



Capital Expenditures for the Twelve Months Ended 12/31/18 ^(2)^	$	781,909		$	761,657		$	361,848

(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.

4Q 2019 SUPPLEMENTAL	26

**** DEVELOPMENT ACTIVITY SUMMARY ^(1)^ As of December 31, 2019 (in millions, except percent)

** PLATFORM PROJECT TYPE**		PROJECTEDGROSS COST ^(2)^		** PROJECTEDNET COST ^(3)^**		** OURSHARE OFNET COST ^(4)^**	** EXPECTEDSTABILIZEDRATE OF RETURN ^(4)^**		** TOTALCONSTRUCTIONIN PROGRESS**		** OUR SHAREOF TOTALCONSTRUCTIONIN PROGRESS**
Malls
Redevelopments	$	1,267	$	1,234	$	1,076	7%	$	635	$	537
Premium Outlets

New Developments	$	869	$	760	$	455	8%	$	289	$	135
Redevelopments	$	416	$	385	$	204	10%	$	191	$	100
The Mills
Redevelopments	$	83	$	83	$	62	9%	$	37	$	30
Totals	$	2,635	$	2,462	$	1,797	8%	$	1,152	$	802

Notes:

(1)
- Represents projects under construction; new development and redevelopment projects with budgeted gross costs in excess of $5 million or incremental square footage. Includes both domestic and international properties.
(2)
- Projected Gross Cost includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legal and other fees, marketing costs, cost of capital, and other related costs.
(3)
- Projected Net Cost includes cost recoveries such as land sales, tenant reimbursements, Tax Increment Financing (TIF), CAM, and other such recoveries.
(4)
- Costs and returns are based upon current budget assumptions; actual costs may vary and no assurance can be given that expected returns will be achieved. Returns do not include any development or leasing fees earned as part of the development by Simon from joint venture partners.

4Q 2019 SUPPLEMENTAL	27

**** DEVELOPMENT ACTIVITY SUMMARY As of December 31, 2019

(1)
- Includes hotel, residential, office and other
(2)
- Includes international Premium Outlets and international Designer Outlets

4Q 2019 SUPPLEMENTAL	28

**** DEVELOPMENT ACTIVITY REPORT ^(1)^ As of December 31, 2019

PROPERTY/LOCATION	PROJECT DESCRIPTION	ACTUAL/PROJECTEDOPENING	COMPANY'SOWNERSHIPPERCENTAGE
Malls - Redevelopments
Del Amo Fashion Mall - Torrance, CA	Mitsuwa Marketplace	2/20	50%
Roosevelt Field - Garden City (New York), NY	163 room Residence Inn by Marriott	2/20	50%
Shops at Riverside, The - Hackensack (New York), NJ	Redevelopment	3/20	100%
Broadway Square - Tyler, TX	Redevelopment of the former Sears building with Dick's Sporting Goods, Home Goods, retail, and restaurants	4/20	100%
Greenwood Park Mall - Indianapolis, IN	Dave & Buster's	4/20	100%
Copley Place - Boston, MA	Saks Men's Store	6/20	98%
Midland Park Mall - Midland, TX	Redevelopment of the former Sears building with Dillard's (opened 4/19) and redevelopment of former Dillard's with Dick's Sporting Goods	6/20	100%
Ocean County Mall - Toms River, NJ	Redevelopment of the former Sears building with B.J.'s Restaurant & Brewhouse (opened 7/19), LA Fitness (opened 12/19), Ulta, and Homesense	6/20	100%
Bay Park Square - Green Bay, WI	Dave & Buster's	7/20	100%
Cape Cod Mall - Hyannis, MA	Redevelopment of the former Sears building and TBA with Target (opened 10/19), Dick's Sporting Goods, and other retailers	7/20	56%
Lehigh Valley, Whitehall, PA	Dave & Buster's	7/20	50%
Burlington Mall - Burlington (Boston), MA	Redevelopment of the former Sears lower level	10/20	100%
Tacoma Mall - Tacoma, WA	Redevelopment of the former Sears building with Marcus Theatres, Nordstrom Rack, Total Wine and Ulta	10/20	100%
Northshore Mall - Peabody, MA	Redevelopment of the former Sears building and TBA with Life Time Athletic and Tesla	12/20	56%
Dadeland Mall - Miami, FL	AC Hotel by Marriott	1/21	33%
Dadeland Mall - Miami, FL	Kendall West expansion including the addition of Apple and North Italia	1/21	50%
Roosevelt Field - Garden City (New York), NY	Redevelopment of the Bloomingdale's Furniture space with Century 21	2/21	100%
West Town Mall - Knoxville, TN	Redevelopment of the former Sears building with Dick's Sporting Goods	3/21	50%
La Plaza - McAllen, TX	Cut! theater by Cinemark	4/21	100%
Phipps Plaza - Atlanta, GA	Mixed use redevelopment of the former Belk building with Nobu Hotel and Restaurant, Life Time Athletic, Life Time Work, Office, Pinstripes, and retail	8/21	100%
Northgate - Seattle, WA	NHL Seattle corporate headquarters and ice rinks facility	9/21	100%
Stanford Shopping Center - Palo Alto, CA	Redevelopment of the former Macy's Men's building with RH Gallery, Wilkes Bashord, and small shops	10/21	100%
4Q 2019 SUPPLEMENTAL	29
---	---

DEVELOPMENT ACTIVITY REPORT ^(1)^ As of December 31, 2019

PROPERTY/LOCATION	PROJECT DESCRIPTION	ACTUAL/PROJECTEDOPENING	COMPANY'SOWNERSHIPPERCENTAGE
Premium Outlets - New Developments
Siam Premium Outlets Bangkok - Bangkok, Thailand	251,000 SF upscale Premium Outlet Center	4/20	50%
Tulsa Premium Outlets - Jenks, OK	338,000 SF Premium Outlet Center	5/21	100%
Designer Outlet - New Developments
Malaga Designer Outlet - Malaga, Spain	191,000 SF upscale Designer Outlet Center	2/20	46%
West Midlands Designer Outlet - Cannock, England	197,000 SF upscale Designer Outler Center	10/20	20%
Paris-Giverny Designer Outlet - Vernon (Normandy), France	229,000 SF upscale Designer Outler Center	9/21	81%
Premium Outlets - Redevelopments and Expansions
Gotemba Premium Outlets - Gotemba, Japan	178,000 SF Phase IV expansion	4/20	40%
Rinku Premium Outlets - Izumisano (Osaka), Japan	110,000 SF Phase V expansion	7/20	40%
Round Rock Premium Outlets - Round Rock, TX	433 Unit Multi-family Residential	9/20	50%
Wrentham Premium Outlets - Wrentham (Boston), MA	Center redevelopment and relocations of Bloomingdale's and Restoration hardware	11/20	100%
Designer Outlet - Expansions
La Reggia Designer Outlet - Marcianise, Italy	58,000 SF Phase III expansion	11/20	92%
The Mills - Redevelopments
Sawgrass Mills - Sunrise (Miami), FL	Redevelopment of the former JCPenney Outlet with Primark (8/20)	8/20	100%
Arizona Mills - Temple, AZ	Fieldhouse USA	10/20	100%
Sawgrass Mills - Sunrise (Miami), FL	AC Hotel by Marriott	12/20	50%

(1)
- Projects listed above are included in the Development Activity Summary and are under construction; new development and redevelopment projects with budgeted gross costs in excess of $5 million or incremental square footage. Includes both domestic and international properties.

4Q 2019 SUPPLEMENTAL	30

**** COMMON AND PREFERRED STOCK INFORMATION

CHANGES IN COMMON SHARE AND LIMITED PARTNERSHIP UNIT OWNERSHIPFor the Period December 31, 2018 through December 31, 2019

	COMMONSHARES ^(1)^	LIMITEDPARTNERSHIPUNITS ^(2)^
Number Outstanding at December 31, 2018	309,017,468	46,807,372
Activity During the First Nine Months of 2019:
Exchange of Limited Partnership Units for Common Stock	24,000	(24,000)
Redemption of Limited Partnership Units for Cash	—	(27,988)
Treasury Shares Acquired Related to Stock Grant Recipients' Tax Obligations and Other	(16,336)	—
Restricted Stock Awards ^(3)^	90,902	—
Repurchase of Simon Property Group Common Stock in open market	(2,247,074)	—

Number Outstanding at September 30, 2019	306,868,960	46,755,384



Fourth Quarter Activity:
Redemption of Limited Partnership Units for Cash	—	(15,267)

Number Outstanding at December 31, 2019	306,868,960	46,740,117



Number of Limited Partnership Units and Common Shares at December 31, 2019	353,609,077

PREFERRED STOCK/UNITS OUTSTANDING AS OF DECEMBER 31, 2019($ 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 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 December 31, 2019 was $72.40 per share.
(5)
- Each preferred unit is redeemable upon the occurrence of certain tax triggering events.

4Q 2019 SUPPLEMENTAL	31

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

(1)
- Includes a $0.33 per share charge for loss on extinguishment of debt and $0.22 per share for gain upon sale of marketable securities.
(2)
- 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.

4Q 2019 SUPPLEMENTAL	32

**** SUMMARY OF INDEBTEDNESS As of December 31, 2019 (In thousands)

		TOTALINDEBTEDNESS		** OURSHARE OFINDEBTEDNESS**	** WEIGHTEDAVERAGEEND OF PERIODINTEREST RATE**	** WEIGHTEDAVERAGEYEARS TOMATURITY**
Consolidated Indebtedness
Mortgage Debt
Fixed Rate	$	6,165,015	$	6,025,514	3.87%	4.8
Variable Rate Debt		755,851		719,451	2.62%	2.0

Total Mortgage Debt		6,920,866		6,744,965	3.73%	4.5
Unsecured Debt
Fixed Rate		15,872,540		15,872,540	3.07%	9.3
Revolving Credit Facility - Currency		125,000		125,000	2.54%	2.5

Total Revolving Credit Facilities		125,000		125,000	2.54%	2.5
Global Commercial Paper -		1,057,875		1,057,875	1.72%	0.2
Global Commercial Paper -		269,175		269,175	(0.38)%	0.0

Total Unsecured Debt		17,324,590		17,324,590	2.93%	8.6
Premium		6,775		6,772
Discount		(54,976)		(54,976)
Debt Issuance Costs		(101,280)		(100,420)
Other Debt Obligations		67,255		67,255


Consolidated Mortgages and<br>Unsecured Indebtedness (1)	$	24,163,230	$	23,988,186	3.16%	7.4



Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	$	13,478,027	$	6,422,198	4.06%	4.6
Floating Rate Debt (Hedged) (1)		252,422		98,436	1.61%	5.6
Variable Rate Debt		1,297,323		554,904	2.99%	2.5
TMLP Debt (2)		399,842		155,351	–	–

Total Mortgage Debt		15,427,614		7,230,889	3.94%	4.4
Debt Issuance Costs		(35,833)		(16,708)


Joint Venture Mortgages and Other Indebtedness (1)	$	15,391,781	$	7,214,181	3.94%	4.4





Our Share of Total Indebtedness			$	31,202,367	3.33%	6.7

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	96.5%	$	23,159,242	3.46%	7.7
Variable	3.5%		828,944	2.61%	2.3

	100.0%		23,988,186	3.16%	7.4
Joint Venture
Fixed	91.0%	$	6,564,193	4.06%	4.6
Variable	9.0%		649,988	2.78%	3.0

	100.0%		7,214,181	3.94%	4.4

Total Debt		$	31,202,367




Total Fixed Debt	95.3%	$	29,723,435	3.37%	7.0





Total Variable Debt	4.7%	$	1,478,932	2.68%	2.6

(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.

4Q 2019 SUPPLEMENTAL	33

**** TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE) As of December 31, 2019 (In thousands)

YEAR	****		** OUR SHARE OFUNSECUREDCONSOLIDATEDDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGUNSECUREDCONSOLIDATEDDEBT**	****		** OUR SHARE OFSECUREDCONSOLIDATEDDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGSECUREDCONSOLIDATEDDEBT**	****		** OUR SHARE OFUNCONSOLIDATEDJOINT VENTUREDEBT**	****	** WEIGHTEDAVERAGERATE OFMATURINGUNCONSOLIDATEDJOINT VENTUREDEBT**	****		** OUR SHARE OFTOTALDEBT**	****	** TOTALWEIGHTEDAVERAGERATE OFMATURINGDEBT**
2020		$	2,247,637		1.76%		$	600,322		4.44%		$	399,605		5.24%		$	3,247,564		2.62%
2021			550,000		2.50%			964,805		3.43%			1,165,787		4.41%			2,680,592		3.64%
2022			2,116,172		2.05%			733,548		3.52%			982,084		3.93%			3,831,804		2.82%
2023			1,100,000		2.75%			753,097		3.89%			602,065		3.25%			2,455,162		3.22%
2024			2,500,000		2.92%			372,007		3.87%			1,158,240		4.10%			4,030,247		3.32%
2025			1,160,781		2.41%			855,042		3.53%			858,014		3.36%			2,873,837		3.03%
2026			1,550,000		3.28%			2,086,703		3.89%			910,168		3.55%			4,546,871		3.62%
2027			1,500,000		3.38%			146,280		4.00%			377,992		3.76%			2,024,272		3.49%
2028			–		–			46,415		3.85%			725,543		4.11%			771,958		4.09%
2029			1,250,000		2.45%			186,746		2.00%			610		–			1,437,356		2.39%
2030			–		–			–		–			638		–			638		–
Thereafter			3,350,000		4.41%			–		–			50,143		5.80%			3,400,143		4.43%

Face Amounts of Indebtedness		$	17,324,590		2.93%		$	6,744,965		3.73%		$	7,230,889		3.94%		$	31,300,444		3.33%
Premiums (Discounts) on Indebtedness, Net			(54,976)					6,772					0					(48,204)
Debt Issuance Costs			(81,364)					(19,056)					(16,708)					(117,128)
Other Debt Obligations			67,255					–					–					67,255

Our Share of Total Indebtedness		$	17,255,505	****		****	$	6,732,681	****		****	$	7,214,181	****		****	$	31,202,367	****



4Q 2019 SUPPLEMENTAL	34
---	---

**** PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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%		473,990		^(2)^
2.		Auburn Mall		MA		Auburn		56.4%		584,602		09/01/20				6.02%		Fixed		36,253	20,436
3.		Aventura Mall ^(3)^		FL		Miami Beach (Miami)		33.3%		2,127,254		07/01/28				4.12%		Fixed		1,750,000	583,333
4.		Barton Creek Square		TX		Austin		100.0%		1,452,408		^(2)^
5.		Battlefield Mall		MO		Springfield		100.0%		1,201,828		09/01/22				3.95%		Fixed		115,043	115,043
6.		Bay Park Square		WI		Green Bay		100.0%		680,542		^(2)^
7.		Brea Mall		CA		Brea (Los Angeles)		100.0%		1,319,214		^(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%		476,251		^(2)^
10.		Broadway Square		TX		Tyler		100.0%		604,870		^(2)^
11.		Burlington Mall		MA		Burlington (Boston)		100.0%		1,138,385		^(2)^
12.		Cape Cod Mall		MA		Hyannis		56.4%		707,681		03/06/21				5.75%		Fixed		86,725	48,887
13.		Castleton Square		IN		Indianapolis		100.0%		1,384,718		^(2)^
14.		Cielo Vista Mall		TX		El Paso		100.0%		1,244,344		^(2)^
15.		Coconut Point		FL		Estero		50.0%		1,204,901		10/01/26				3.95%		Fixed		186,178	93,089
16.		College Mall		IN		Bloomington		100.0%		609,768		^(2)^
17.		Columbia Center		WA		Kennewick		100.0%		806,481		^(2)^
18.		Copley Place		MA		Boston		94.4%	^(7)^	1,264,047		^(2)^
19.		Coral Square		FL		Coral Springs (Miami)		97.2%		943,940		^(2)^
20.		Cordova Mall		FL		Pensacola		100.0%		927,148		^(2)^
21.		Crystal Mall		CT		Waterford		78.2%		782,704		06/06/22				4.46%		Fixed		85,964	67,212
22.		Dadeland Mall		FL		Miami		50.0%		1,488,746		12/05/21				4.50%		Fixed		401,123	200,562
23.		Del Amo Fashion Center		CA		Torrance (Los Angeles)		50.0%		2,518,899		06/01/27				3.66%		Fixed		585,000	292,500
24.		Domain, The		TX		Austin		100.0%		1,236,238		08/01/21				5.44%		Fixed		180,735	180,735
25.		Dover Mall		DE		Dover		68.1%		927,245		08/06/21				5.57%		Fixed		81,889	55,758
26.		Emerald Square		MA		North Attleboro (Providence, RI)		56.4%		1,022,293		08/11/22				4.71%		Fixed		100,359	56,573
27.		Empire Mall		SD		Sioux Falls		100.0%		1,124,707		12/01/25				4.31%		Fixed		186,948	186,948
28.		Falls, The		FL		Miami		50.0%		831,327		09/01/26				3.45%		Fixed		150,000	75,000
29.		Fashion Centre at Pentagon City, The		VA		Arlington (Washington, DC)		42.5%		1,037,258		07/01/21				5.11%		Fixed		40,000	17,000
												07/01/21				4.87%		Fixed		410,000	174,250
30.		Fashion Mall at Keystone, The		IN		Indianapolis		100.0%		716,548		^(2)^
31.		Fashion Valley		CA		San Diego		50.0%		1,724,929		01/04/21				4.30%		Fixed		421,835	210,917
32.		Firewheel Town Center		TX		Garland (Dallas)		100.0%		995,914		^(2)^
33.		Florida Mall, The		FL		Orlando		50.0%		1,725,988		09/05/20				5.25%		Fixed		313,702	156,851
34.		Forum Shops at Caesars Palace, The		NV		Las Vegas		100.0%		667,468		^(2)^
35.		Galleria, The		TX		Houston		50.4%		2,017,207		03/01/25				3.55%		Fixed		1,200,000	604,440
36.		Greenwood Park Mall		IN		Greenwood (Indianapolis)		100.0%		1,288,862		^(2)^
37.		Haywood Mall		SC		Greenville		100.0%		1,237,536		^(2)^
38.		Ingram Park Mall		TX		San Antonio		100.0%		1,125,086		06/01/21				5.38%		Fixed		125,225	125,225
39.		King of Prussia		PA		King of Prussia (Philadelphia)		100.0%		2,669,573		^(2)^

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	35

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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.		La Plaza Mall		TX		McAllen		100.0%		1,313,115		^(2)^
41.		Lakeline Mall		TX		Cedar Park (Austin)		100.0%		1,099,657		^(2)^
42.		Lehigh Valley Mall		PA		Whitehall		50.0%		1,190,538		11/01/27				4.06%		Fixed		192,800	96,400
43.		Lenox Square		GA		Atlanta		100.0%		1,557,079		^(2)^
44.		Livingston Mall		NJ		Livingston (New York)		100.0%		968,882		^(2)^
45.		Mall at Rockingham Park, The		NH		Salem (Boston)		28.2%		1,064,875		06/01/26				4.04%		Fixed		262,000	73,845
46.		Mall at Tuttle Crossing, The		OH		Dublin (Columbus)		50.0%		1,119,920		05/01/23				3.56%		Fixed		116,335	58,167
47.		Mall of Georgia		GA		Buford (Atlanta)		100.0%		1,853,663		^(2)^
48.		Mall of New Hampshire, The		NH		Manchester		56.4%		804,828		07/01/25				4.11%		Fixed		150,000	84,555
49.		McCain Mall		AR		N. Little Rock		100.0%		793,612		^(2)^
50.		Meadowood Mall		NV		Reno		50.0%		928,924		11/06/21				5.82%		Fixed		110,119	55,060
51.		Menlo Park Mall		NJ		Edison (New York)		100.0%		1,331,788		^(2)^
52.		Miami International Mall		FL		Miami		47.8%		1,083,592		02/06/24				4.42%		Fixed		160,000	76,442
53.		Midland Park Mall		TX		Midland		100.0%		643,702		09/06/22				4.35%		Fixed		73,679	73,679
54.		Miller Hill Mall		MN		Duluth		100.0%		831,453		^(2)^
55.		Montgomery Mall		PA		North Wales (Philadelphia)		79.4%		1,101,907		05/01/24				4.57%		Fixed		100,000	79,351
56.		North East Mall		TX		Hurst (Dallas)		100.0%		1,667,775		^(2)^
57.		Northgate		WA		Seattle		100.0%		1,045,724		^(2)^
58.		Northshore Mall		MA		Peabody (Boston)		56.4%		1,503,800		07/05/23				3.30%		Fixed		236,627	133,388
59.		Ocean County Mall		NJ		Toms River (New York)		100.0%		859,498		^(2)^
60.		Orland Square		IL		Orland Park (Chicago)		100.0%		1,229,928		^(2)^
61.		Oxford Valley Mall		PA		Langhorne (Philadelphia)		85.5%	^(29)^	1,338,633		12/07/20				4.77%		Fixed		59,541	50,932
62.		Penn Square Mall		OK		Oklahoma City		94.5%		1,083,753		01/01/26				3.84%		Fixed		310,000	292,938
63.		Pheasant Lane Mall		NH		Nashua			^(10)^	979,555		^(2)^
64.		Phipps Plaza		GA		Atlanta		100.0%		788,410		^(2)^
65.		Plaza Carolina		PR		Carolina (San Juan)		100.0%		1,158,376		07/27/21				2.86%		Variable		225,000	225,000
66.		Prien Lake Mall		LA		Lake Charles		100.0%		842,677		^(2)^
67.		Quaker Bridge Mall		NJ		Lawrenceville		50.0%		1,081,265		05/01/26				4.50%		Fixed		180,000	90,000
68.		Rockaway Townsquare		NJ		Rockaway (New York)		100.0%		1,246,417		^(2)^
69.		Roosevelt Field		NY		Garden City (New York)		100.0%		2,345,983		^(2)^
70.		Ross Park Mall		PA		Pittsburgh		100.0%		1,061,790		^(2)^
71.		Santa Rosa Plaza		CA		Santa Rosa		100.0%		692,050		^(2)^
72.		Shops at Chestnut Hill, The		MA		Chestnut Hill (Boston)		94.4%		470,073		11/01/23				4.69%		Fixed		120,000	113,328
73.		Shops at Clearfork, The		TX		Fort Worth		45.0%		550,029		03/18/21		^(8)^		3.51%		Variable		179,991	80,996
74.		Shops at Crystals, The		NV		Las Vegas		50.0%		300,381		07/01/26				3.74%		Fixed		550,000	275,000
75.		Shops at Mission Viejo, The		CA		Mission Viejo (Los Angeles)		51.0%		1,253,995		02/01/23				3.61%		Fixed		295,000	150,450
76.		Shops at Nanuet, The		NY		Nanuet		100.0%		757,927		^(2)^
77.		Shops at Riverside, The		NJ		Hackensack (New York)		100.0%		694,434		02/01/23				3.37%		Fixed		130,000	130,000
78.		Smith Haven Mall		NY		Lake Grove (New York)		25.0%	^(4)^	1,295,843		05/29/20				2.96%		Variable		180,000	45,000

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	36

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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**
79.		Solomon Pond Mall		MA		Marlborough (Boston)		56.4%		886,479		11/01/22				4.01%		Fixed		94,954	53,526
80.		South Hills Village		PA		Pittsburgh		100.0%		1,128,101		^(2)^
81.		South Shore Plaza		MA		Braintree (Boston)		100.0%		1,590,390		^(2)^
82.		Southdale Center		MN		Edina (Minneapolis)		100.0%		1,246,585		04/01/23				3.84%		Fixed		141,377	141,377
83.		SouthPark		NC		Charlotte		100.0%		1,684,152		^(2)^
84.		Southridge Mall		WI		Greendale (Milwaukee)		100.0%		1,221,169		06/06/23				3.85%		Fixed		114,458	114,458
85.		Springfield Mall ^(3)^		PA		Springfield (Philadelphia)		50.0%		610,180		10/06/25				4.45%		Fixed		60,452	30,226
86.		Square One Mall		MA		Saugus (Boston)		56.4%		930,295		01/06/22				5.47%		Fixed		87,692	49,432
87.		St. Charles Towne Center		MD		Waldorf (Washington, DC)		100.0%		980,344		^(2)^
88.		St. Johns Town Center		FL		Jacksonville		50.0%		1,390,687		09/11/24				3.82%		Fixed		350,000	175,000
89.		Stanford Shopping Center		CA		Palo Alto (San Jose)		94.4%	^(7)^	1,288,163		^(2)^
90.		Stoneridge Shopping Center		CA		Pleasanton (San Francisco)		49.9%		1,299,686		09/05/26				3.50%		Fixed		330,000	164,670
91.		Summit Mall		OH		Akron		100.0%		777,524		10/01/26				3.31%		Fixed		85,000	85,000
92.		Tacoma Mall		WA		Tacoma (Seattle)		100.0%		1,239,523		^(2)^
93.		Tippecanoe Mall		IN		Lafayette		100.0%		863,719		^(2)^
94.		Town Center at Boca Raton		FL		Boca Raton (Miami)		100.0%		1,778,727		^(2)^
95.		Town Center at Cobb		GA		Kennesaw (Atlanta)		100.0%		1,281,736		05/01/22				4.76%		Fixed		181,632	181,632
96.		Towne East Square		KS		Wichita		100.0%		1,145,109		^(2)^
97.		Treasure Coast Square		FL		Jensen Beach		100.0%		876,113		^(2)^
98.		Tyrone Square		FL		St. Petersburg (Tampa)		100.0%		960,215		^(2)^
99.		University Park Mall		IN		Mishawaka		100.0%		918,532		^(2)^
100.		Walt Whitman Shops		NY		Huntington Station (New York)		100.0%		1,084,455		^(2)^
101.		West Town Mall		TN		Knoxville		50.0%		1,281,469		07/01/22				4.37%		Fixed		210,000	105,000
102.		Westchester, The		NY		White Plains (New York)		40.0%		809,360		05/05/20				6.00%		Fixed		317,163	126,867
103.		White Oaks Mall		IL		Springfield		80.7%		925,382		06/01/23		^(8)^		4.51%		Variable		47,548	38,361
104.		Wolfchase Galleria		TN		Memphis		94.5%		1,151,500		11/01/26				4.15%		Fixed		156,170	147,574
105.		Woodfield Mall		IL		Schaumburg (Chicago)		50.0%		2,154,882		03/05/24				4.50%		Fixed		405,378	202,689
106.		Woodland Hills Mall		OK		Tulsa		94.5%		1,097,833		^(2)^

		Total Mall Square Footage								119,807,048



		Lifestyle Centers
1.		ABQ Uptown		NM		Albuquerque		100.0%		229,530		^(2)^
2.		Hamilton Town Center		IN		Noblesville (Indianapolis)		50.0%		674,905		04/01/22				4.81%		Fixed		77,754	38,877
3.		Pier Park		FL		Panama City Beach		65.6%		947,992		^(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								2,022,367

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	37

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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%		429,553		^(2)^
2.		Allen Premium Outlets		TX		Allen (Dallas)		100.0%		544,219		^(2)^
3.		Aurora Farms Premium Outlets		OH		Aurora (Cleveland)		100.0%		271,516		^(2)^
4.		Birch Run Premium Outlets		MI		Birch Run (Detroit)		100.0%		604,462		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%		289,209		^(2)^
7.		Carolina Premium Outlets		NC		Smithfield (Raleigh)		100.0%		438,840		12/01/22				3.36%		Fixed		42,982	42,982
8.		Charlotte Premium Outlets		NC		Charlotte		50.0%		398,695		07/01/28				4.27%		Fixed		100,000	50,000
9.		Chicago Premium Outlets		IL		Aurora (Chicago)		100.0%		687,362		^(2)^
10.		Cincinnati Premium Outlets		OH		Monroe (Cincinnati)		100.0%		398,809		^(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%		328,120		^(2)^
14.		Desert Hills Premium Outlets		CA		Cabazon (Palm Springs)		100.0%		655,261		^(2)^
15.		Ellenton Premium Outlets		FL		Ellenton (Tampa)		100.0%		477,050		12/01/25				4.30%		Fixed		178,000	178,000
16.		Folsom Premium Outlets		CA		Folsom (Sacramento)		100.0%		297,597		^(2)^
17.		Gilroy Premium Outlets		CA		Gilroy (San Jose)		100.0%		578,326		^(2)^
18.		Gloucester Premium Outlets		NJ		Blackwood (Philadelphia)		50.0%		369,686		03/01/23		^(8)^		3.26%		Variable		86,000	43,000
19.		Grand Prairie Premium Outlets		TX		Grand Prairie (Dallas)		100.0%		423,679		04/01/23				3.66%		Fixed		111,607	111,607
20.		Grove City Premium Outlets		PA		Grove City (Pittsburgh)		100.0%		530,748		12/01/25				4.31%		Fixed		140,000	140,000
21.		Gulfport Premium Outlets		MS		Gulfport		100.0%		300,009		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		74,655	74,655
23.		Houston Premium Outlets		TX		Cypress (Houston)		100.0%		542,381		^(2)^
24.		Indiana Premium Outlets		IN		Edinburgh (Indianapolis)		100.0%		378,029		^(2)^
25.		Jackson Premium Outlets		NJ		Jackson (New York)		100.0%		285,606		^(2)^
26.		Jersey Shore Premium Outlets		NJ		Tinton Falls (New York)		100.0%		434,462		^(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%		535,618		^(2)^
32.		Lee Premium Outlets		MA		Lee		100.0%		224,796		06/01/26		^(15)^		4.17%		Fixed		50,710	50,710
33.		Leesburg Premium Outlets		VA		Leesburg (Washington, DC)		100.0%		478,311		^(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		119,120	119,120
36.		Napa Premium Outlets		CA		Napa		100.0%		179,379		^(2)^
37.		Norfolk Premium Outlets		VA		Norfolk		65.0%		332,087		^(2)^
38.		North Bend Premium Outlets		WA		North Bend (Seattle)		100.0%		223,560		^(2)^
39.		North Georgia Premium Outlets		GA		Dawsonville (Atlanta)		100.0%		540,724		^(2)^

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	38

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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%		772,891		^(2)^
41.		Orlando Vineland Premium Outlets		FL		Orlando		100.0%		656,892		^(2)^
42.		Petaluma Village Premium Outlets		CA		Petaluma (San Francisco)		100.0%		201,694		^(2)^
43.		Philadelphia Premium Outlets		PA		Limerick (Philadelphia)		100.0%		549,154		^(2)^
44.		Phoenix Premium Outlets		AZ		Chandler (Phoenix)		100.0%		356,506		^(2)^
45.		Pismo Beach Premium Outlets		CA		Pismo Beach		100.0%		147,417		09/06/26		^(17)^		3.33%		Fixed		34,590	34,590
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				2.86%		Variable		160,000	160,000
48.		Queenstown Premium Outlets		MD		Queenstown (Baltimore)		100.0%		289,601		09/06/26		^(17)^		3.33%		Fixed		60,767	60,767
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%		498,363		^(2)^
51.		San Francisco Premium Outlets		CA		Livermore (San Francisco)		100.0%		696,904		^(2)^
52.		San Marcos Premium Outlets		TX		San Marcos (Austin/ San Antonio)		100.0%		731,377		^(2)^
53.		Seattle Premium Outlets		WA		Tulalip (Seattle)		100.0%		554,751		^(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%		327,699		^(2)^
56.		St. Louis Premium Outlets		MO		St. Louis (Chesterfield)		60.0%		351,495		10/06/24				4.06%		Fixed		94,740	56,844
57.		Tampa Premium Outlets		FL		Lutz (Tampa)		100.0%		459,485		^(2)^
58.		Tanger Outlets - Columbus^(3)^		OH		Sunbury (Columbus)		50.0%		355,255		11/28/21		^(8)^		3.41%		Variable		85,000	42,500
59.		Tanger Outlets - Galveston/Houston^(3)^		TX		Texas City		50.0%		352,705		07/01/22		^(8)^		3.41%		Variable		80,000	40,000
60.		The Crossings Premium Outlets		PA		Tannersville		100.0%		411,747		12/01/22				3.41%		Fixed		105,802	105,802
61.		Tucson Premium Outlets		AZ		Marana (Tucson)		100.0%		363,437		^(2)^
62.		Twin Cities Premium Outlets		MN		Eagan		35.0%		408,931		11/06/24				4.32%		Fixed		115,000	40,250
63.		Vacaville Premium Outlets		CA		Vacaville		100.0%		445,400		^(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%		389,722		^(2)^
68.		Woodbury Common Premium Outlets		NY		Central Valley (New York)		100.0%		909,342		^(2)^
69.		Wrentham Village Premium Outlets		MA		Wrentham (Boston)		100.0%		672,857		^(2)^

		Total U.S. Premium Outlet Square Footage								30,521,409

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	39

**** PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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%		1,237,900		07/01/20				5.76%		Fixed	149,481		149,481
2.		Arundel Mills		MD		Hanover (Baltimore)		59.3%		1,931,034		02/06/24				4.29%		Fixed	383,500		227,224
3.		Colorado Mills		CO		Lakewood (Denver)		37.5%		1,414,545		11/01/24				4.28%		Fixed	131,303		49,239
												07/01/21				5.04%		Fixed	25,595		9,598
4.		Concord Mills		NC		Concord (Charlotte)		59.3%		1,362,549		11/01/22				3.84%		Fixed	235,000		139,261
5.		Grapevine Mills		TX		Grapevine (Dallas)		59.3%		1,781,293		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	259,455		259,455
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%		1,303,749		11/01/20				3.83%		Fixed	350,000		350,000
10.		Ontario Mills		CA		Ontario (Riverside)		50.0%		1,421,750		03/05/22				4.25%		Fixed	296,997		148,499
11.		Opry Mills		TN		Nashville		100.0%		1,168,427		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%		1,560,052		11/01/26				3.46%		Fixed	416,000		416,000
14.		Sawgrass Mills		FL		Sunrise (Miami)		100.0%		2,369,306		^(2)^

		Total The Mills Square Footage								21,509,872



		** Other Properties**
		Calhoun Outlet Marketplace, Circle Centre, Florida Keys Outlet Marketplace, Gaffney Outlet Marketplace, Liberty Tree Mall, Lincoln Plaza, Orlando Outlet Marketplace, Osage Beach Marketplace, Philadelphia Mills, Sugarloaf<br>Mills, and The Avenues												^(4)(15)(20)^					668,912		271,956

		Total Other Properties Square Footage								7,301,347



		TOTAL U.S. SQUARE FOOTAGE ^(11)(22)^								181,162,043

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	40

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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	207,487		186,738

		Subtotal Austria Square Footage								118,000
		CANADA
2.		Premium Outlet Collection Edmonton IA		Edmonton (Alberta)				50.0%		424,000		11/10/21		^(8)(14)^		3.38%		Variable	101,713		50,856
3.		Premium Outlets Montréal		Montréal (Quebec)				50.0%		367,400		06/01/24		^(14)^		3.08%		Fixed	92,188		46,094
4.		Toronto Premium Outlets		Toronto (Ontario)				50.0%		504,900		06/01/22		^(14)^		3.11%		Fixed	130,600		65,300
5.		Vancouver Designer Outlet		Vancouver (British Columbia)				45.0%		326,000		06/19/21		^(8)(14)^		3.63%		Variable	111,048		49,972

		Subtotal Canada Square Footage								1,622,300
		FRANCE
6.		Provence Designer Outlet		Miramas				90.0%		269,000		07/27/22		^(8)(19)^		1.60%		Variable	91,855		82,669

		Subtotal France Square Footage								269,000
		GERMANY
7.		Ochtrup Designer Outlet		Ochtrup				70.5%		191,500		06/30/21		^(19)^		2.49%		Fixed	43,079		30,371

		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	141,001		126,901
9.		Noventa Di Piave Designer Outlet		Venice				90.0%		353,000		07/25/25		^(19)^		1.95%		Fixed	313,701		282,331

		Subtotal Italy Square Footage								641,000
		JAPAN
10.		Ami Premium Outlets		Ami (Tokyo)				40.0%		315,000		09/25/23		^(23)^		1.75%		Fixed	41,219		16,488
11.		Gotemba Premium Outlets		Gotemba City (Tokyo)				40.0%		481,500		10/31/26		^(23)^		0.30%		Variable	64,434		25,774
12.		Kobe-Sanda Premium Outlets		Kobe (Osaka)				40.0%		441,000		01/31/23		^(23)^		0.44%		Variable	30,597		12,239
13.		Rinku Premium Outlets		Izumisano (Osaka)				40.0%		402,500		07/31/22		^(23)^		0.33%		Variable	9,205		3,682
14.		Sano Premium Outlets		Sano (Tokyo)				40.0%		390,800		02/28/25		^(23)^		0.28%		Fixed	41,882		16,753
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	25,774		10,310
												11/30/23		^(23)^		0.31%		Variable	23,933		9,573
												05/29/22		^(23)^		0.35%		Fixed	46,024		18,410
17.		Toki Premium Outlets		Toki (Nagoya)				40.0%		367,700		05/31/20		^(23)^		0.30%		Variable	5,981		2,392
												11/30/24		^(23)^		0.35%		Fixed	27,362		10,945
18.		Tosu Premium Outlets		Fukuoka (Kyushu)				40.0%		328,400		10/31/26		^(23)^		0.18%		Variable	67,656		27,062

		Subtotal Japan Square Footage								3,325,700

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	41

PROPERTY AND DEBT INFORMATION As of December 31, 2019

<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		03/31/22		^(24)^		3.24%		Fixed	95,632			47,816
20.		Paju Premium Outlets		Paju (Seoul)				50.0%		558,900		07/13/23		^(24)^		3.40%		Fixed	67,938			33,969
21.		Siheung Premium Outlets		Siheung (Seoul)				50.0%		444,400		03/15/23		^(24)^		3.28%		Fixed	129,817			64,908
22.		Yeoju Premium Outlets		Yeoju (Seoul)				50.0%		551,600		09/28/21		^(24)^		3.45%		Fixed	71,832			35,916

		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	27,803			13,902
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)^		10.53%		Fixed	23,797			11,899
												12/20/21		^(28)^		10.31%		Variable	7,404			3,702

		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	257,958			232,162
												08/17/25		^(19)^		1.30%		Variable	188,422			89,054
28.		Roosendaal Designer Outlet		Roosendaal				94.0%		247,500		02/25/24		^(8)(19)^		1.75%		Variable	65,447			61,520

		Subtotal Netherlands Square Footage								545,500
		UNITED KINGDOM
29.		Ashford Designer Outlet		Kent				45.0%		281,000		02/22/22		^(5)^		3.06%		Fixed	125,007			56,253

		Subtotal United Kingdom Square Footage								281,000

		TOTAL INTERNATIONAL SQUARE FOOTAGE ^(11)(27)^								10,103,800



		TOTAL SQUARE FOOTAGE								191,265,843



		Other Secured Indebtedness:												^(13)^					386,819			194,461

		TOTAL SECURED INDEBTEDNESS																			$	13,975,854	^(6)^



		Our Share of Consolidated Mortgage Debt																			$	6,744,965
		Our Share of Joint Venture Mortgage Debt																			$	7,230,889

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	42

PROPERTY AND DEBT INFORMATION As of December 31, 2019

	DEBT INFORMATION
		****		****		****
	****	****	****	****	** INDEBTEDNESS**
UNSECURED INDEBTEDNESS:	** MATURITYDATE**	****	** INTERESTRATE (1)**	****	** TYPE**	****		( in 000's)<br>TOTAL
Global Commercial Paper -	03/06/20	^(12)^	1.72%		Fixed			1,057,875
Global Commercial Paper -	01/17/20	^(12)^	(0.38)%		Fixed			269,175
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			420,587
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	06/30/22	^(8)^	2.54%		Variable			125,000
Simon Property Group, LP (Euro Sr. Notes)	11/18/22	^(16)^	1.38%		Fixed			841,172
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			560,781
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							$	17,324,590

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	43

PROPERTY AND DEBT INFORMATION As of December 31, 2019

FOOTNOTES: -
(1)
- Variable rate debt interest rates are based on the following base rates as of December 31, 2019: 1M LIBOR at 1.76%; 1M EUR LIBOR at (0.51)%; 3M EURIBOR at (0.38)%; 6M EURIBOR at (0.32)%; 3M GBP LIBOR at 0.79%; 1M YEN TIBOR at 0.07%; 6M YEN TIBOR at .13%; 1M YEN LIBOR at (0.08)%; 1M CDOR at 2.08%; 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 94.8 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 $214.8 million of payment guarantees provided by the Operating Partnership (of which $10.8 million is recoverable from our venture partner under the partnership agreement).
(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 December 31, 2019.
(13)
- Consists of nine loans with interest rates ranging from 2.75% to 4.86% and maturities between 2020 and 2035.
(14)
- Amount shown in USD equivalent; CAD equivalent is 566.9 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 eight 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 2,222,211 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 - 137,862 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 41.7 billion.
(24)
- Amounts shown in USD equivalent; Won equivalent is 422.0 billion.
(25)
- Amounts shown in USD equivalent; Ringgit equivalent is 113.6 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 590.0 million.
(29)
- This mortgage is also secured by Lincoln Plaza.

4Q 2019 SUPPLEMENTAL	44

**** 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.

4Q 2019 SUPPLEMENTAL	45

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

		FOR THE THREE MONTHSENDED DECEMBER 31, 2019					FOR THE THREE MONTHSENDED DECEMBER 31, 2018

		NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES			NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES
REVENUE:
Lease income	$	(12,380)	$	375,982		$	(12,409)	$	370,319
Management fees and other revenues		–		–			–		–
Other income		(644)		39,168			(3,635)		45,475

Total revenue		(13,024)		415,150			(16,044)		415,794

EXPENSES:
Property operating		(1,995)		68,229			(1,974)		68,323
Depreciation and amortization		(4,227)		102,291			(4,502)		99,860
Real estate taxes		(520)		30,687			(576)		29,148
Repairs and maintenance		(403)		10,919			(380)		10,895
Advertising and promotion		(1,348)		12,588			(1,162)		10,493
Home and regional office costs		–		–			–		–
General and administrative		–		–			–		–
Other		(1,814)		23,653			(1,810)		19,077

Total operating expenses		(10,307)		248,367			(10,404)		237,796

OPERATING INCOME BEFORE OTHER ITEMS		(2,717)		166,783			(5,640)		177,998
Interest expense		1,835		(77,214)			2,033		(74,456)
Loss on extinguishment of debt		–		–			–		–
Income and other taxes		–		–			–		–
Income from unconsolidated entities		(290)		(89,569)	^(2)^		(420)		(103,542)
Unrealized (losses) gains in fair value of equity instruments		–		–			–		–
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		–		–			(6,616)		–

Consolidated income from continuing operations		(1,172)		–			(10,643)		–

CONSOLIDATED NET INCOME		(1,172)		–			(10,643)		–
Net (income) loss attributable to noncontrolling interests		(1,172)		–	^(3)^		(10,643)		–
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, and Aéropostale/ABG.
(3)
- Represents limited partners' interest in the Operating Partnership.

4Q 2019 SUPPLEMENTAL	46

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

		FOR THE TWELVE MONTHSENDED DECEMBER 31, 2019					FOR THE TWELVE MONTHSENDED DECEMBER 31, 2018

		NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES			NONCONTROLLINGINTERESTS^(1)^		OURSHARE OFJOINT VENTURES
REVENUE:
Lease income	$	(45,957)		1,451,509		$	(45,070)		1,435,940
Management fees and other revenues		—		—			—		—
Other income		(1,815)		154,056			(4,911)		159,425

Total revenue		(47,772)		1,605,565			(49,981)		1,595,365

EXPENSES:
Property operating		(8,049)		263,165			(7,894)		263,510
Depreciation and amortization		(16,751)		408,818			(16,314)		396,602
Real estate taxes		(2,294)		125,583			(2,481)		121,972
Repairs and maintenance		(1,528)		39,722			(1,506)		40,747
Advertising and promotion		(4,908)		43,381			(4,313)		41,782
Home and regional office costs		—		—			—		—
General and administrative		—		—			—		—
Other		(6,962)		87,006			(5,882)		83,410

Total operating expenses		(40,492)		967,675			(38,390)		948,023

OPERATING INCOME BEFORE OTHER ITEMS		(7,280)		637,890			(11,591)		647,342
Interest expense		6,882		(300,518)			7,640		(306,221)
Loss on extinguishment of debt		—		—			—		—
Income and other taxes		—		—			—		—
Income from unconsolidated entities		(593)		(337,372)	^(2)^		(760)		(341,121)
Unrealized (losses) gains in fair value of equity instruments		—		—
Gain on sale or disposal of, or recovery on, assets and interests in unconsolidated entities and impairment, net		—		—			(6,616)		—

Consolidated income from continuing operations		(991)		—			(11,327)		—

CONSOLIDATED NET INCOME		(991)		—			(11,327)		—
Net (income) loss attributable to noncontrolling interests		(991)		—	^(3)^		(11,327)		—
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, and Aéropostale/ABG.
(3)
- Represents limited partners' interest in the Operating Partnership.

4Q 2019 SUPPLEMENTAL	47

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

		AS OF DECEMBER 31, 2019				AS OF DECEMBER 31, 2018

		NONCONTROLLINGINTERESTS		OURSHARE OFJOINT VENTURES		NONCONTROLLINGINTERESTS		OURSHARE OFJOINT VENTURES
ASSETS:
Investment properties, at cost	$	(460,208)	$	10,832,419	$	(450,919)	$	10,682,678
Less - accumulated depreciation		(101,505)		3,503,417		(88,007)		3,232,758

		(358,703)		7,329,002		(362,912)		7,449,920
Cash and cash equivalents		(22,446)		467,563		(19,818)		496,260
Tenant receivables and accrued revenue, net		(9,537)		239,623		(9,707)		210,552
Investment in unconsolidated entities, at equity		(21,591)		(2,349,462)		(16,324)		(2,204,090)
Investment in Klépierre, at equity		—		—		—		—
Right-of-use assets, net		(894)		80,520		—		—
Deferred costs and other assets		(28,733)		573,694		(36,302)		285,498

Total assets	$	(441,904)	$	6,340,940	$	(445,063)	$	6,238,140



LIABILITIES:
Mortgages and unsecured indebtedness	$	(175,044)	$	7,214,181	$	(165,558)	$	7,160,392
Accounts payable, accrued expenses, intangibles, and deferred revenues		(19,132)		464,401		(17,515)		458,038
Cash distributions and losses in unconsolidated entities, at equity		—		(1,566,294)		—		(1,536,111)
Lease liabilities		(894)		81,166		—		—
Other liabilities		(46,800)		147,486		(49,968)		155,821

Total liabilities		(241,870)		6,340,940		(233,041)		6,238,140

Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership		(193,524)		—		(204,626)		—
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		(6,510)		—		(7,396)		—

Total equity		(6,510)		—		(7,396)		—

Total liabilities and equity	$	(441,904)	$	6,340,940	$	(445,063)	$	6,238,140

All values are in US Dollars.

4Q 2019 SUPPLEMENTAL	48

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TABLE OF CONTENTS

SIMON PROPERTY GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2019 RESULTS

RESULTS FOR THE YEAR^1^ RESULTS FOR THE QUARTER^(1)^ U.S. MALLS AND PREMIUM OUTLETS OPERATING STATISTICS COMPARABLE PROPERTY NET OPERATING INCOME ("NOI") AND PORTFOLIO NOI DIVIDENDS EARNINGS RELEASE DEVELOPMENT ACTIVITY BALANCE SHEET ACTIVITY EARNINGS RELEASE 2020 GUIDANCE CONFERENCE CALL SUPPLEMENTAL MATERIALS AND WEBSITE

EARNINGS RELEASE NON-GAAP FINANCIAL MEASURES FORWARD-LOOKING STATEMENTS ABOUT SIMON

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

EARNINGS RELEASE

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

EARNINGS RELEASE

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

EARNINGS RELEASE

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

EARNINGS RELEASE

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

EARNINGS RELEASE

Simon Property Group, Inc. Footnotes to Unaudited Financial Information

Notes EARNINGS RELEASE

OVERVIEW THE COMPANY OVERVIEW STOCK INFORMATION SENIOR UNSECURED DEBT COVENANTS ^(1)^

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

NET OPERATING INCOME (NOI) COMPOSITION ^(1)^ For the Twelve Months Ended December 31, 2019

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

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

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

U.S. MALLS AND PREMIUM OUTLETS OPERATING INFORMATION Open / Close Spread

THE MILLS AND INTERNATIONAL OPERATING INFORMATION

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

U.S. MALLS AND PREMIUM OUTLETS TOP TENANTS Top Inline Store Tenants (sorted by percentage of total base minimum rent for U.S. properties) Top Anchors (sorted by percentage of total square footage in U.S. properties) ^(1)^

CAPITAL EXPENDITURES (In thousands)

DEVELOPMENT ACTIVITY SUMMARY ^(1)^ As of December 31, 2019 (in millions, except percent)

DEVELOPMENT ACTIVITY SUMMARY As of December 31, 2019

DEVELOPMENT ACTIVITY REPORT ^(1)^ As of December 31, 2019

COMMON AND PREFERRED STOCK INFORMATION CHANGES IN COMMON SHARE AND LIMITED PARTNERSHIP UNIT OWNERSHIP For the Period December 31, 2018 through December 31, 2019 PREFERRED STOCK/UNITS OUTSTANDING AS OF DECEMBER 31, 2019 ($ in 000's, except per share amounts)

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

SUMMARY OF INDEBTEDNESS As of December 31, 2019 (In thousands)

TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR (OUR SHARE) As of December 31, 2019 (In thousands)

PROPERTY AND DEBT INFORMATION As of December 31, 2019 PROPERTY AND DEBT INFORMATION As of December 31, 2019 PROPERTY AND DEBT INFORMATION As of December 31, 2019

NON-GAAP PRO-RATA FINANCIAL INFORMATION

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