10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

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

Delaware
(State of incorporation or organization)

001-14469
(Commission File No.)

046-268599
(I.R.S. Employer Identification No.)

225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices)

(317) 636-1600
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý            No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).            Yes ý            No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).            Yes o            No ý

As of September 30, 2012, Simon Property Group, Inc. had 309,341,208 shares of common stock, par value $0.0001 per share and 8,000 shares of Class B common stock, par value $0.0001 per share outstanding.

Simon Property Group, Inc. and Subsidiaries

Form 10-Q

INDEX

			Page
Part I — Financial Information
	Item 1.	Consolidated Financial Statements (Unaudited)
		Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011		3
		Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2012 and 2011		4
		Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011		5
		Condensed Notes to Consolidated Financial Statements		6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		20
	Item 3.	Qualitative and Quantitative Disclosures About Market Risk		35
	Item 4.	Controls and Procedures		35
Part II — Other Information
	Item 1.	Legal Proceedings		36
	Item 1A.	Risk Factors		36
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
	Item 5.	Other Information		36
	Item 6.	Exhibits		37
Signatures				38

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

	September 30, 2012		December 31, 2011
ASSETS:
Investment properties at cost	$	34,366,668	$	29,657,046
Less — accumulated depreciation		9,101,007		8,388,130
		25,265,661		21,268,916
Cash and cash equivalents		452,712		798,650
Tenant receivables and accrued revenue, net		456,397		486,731
Investment in unconsolidated entities, at equity		2,013,651		1,378,084
Investment in Klépierre, at equity		1,945,128		—
Deferred costs and other assets		1,844,428		1,633,544
Notes receivable from related party		—		651,000
Total assets	$	31,977,977	$	26,216,925
LIABILITIES:
Mortgages and other indebtedness	$	22,569,634	$	18,446,440
Accounts payable, accrued expenses, intangibles, and deferred revenues		1,204,438		1,091,712
Cash distributions and losses in partnerships and joint ventures, at equity		728,470		695,569
Other liabilities		300,388		170,971
Total liabilities		24,802,930		20,404,692
Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties		354,006		267,945
EQUITY:
Stockholders' Equity
Capital stock (850,000,000 total shares authorized, $0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 83/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $39,847		44,801		45,047
Common stock, $0.0001 par value, 511,990,000 shares authorized, 313,103,803 and 297,725,698 issued and outstanding, respectively		31		30
Class B common stock, $0.0001 par value, 10,000 shares authorized, 8,000 issued and outstanding		—		—
Capital in excess of par value		9,054,730		8,103,133
Accumulated deficit		(3,057,328)		(3,251,740)
Accumulated other comprehensive loss		(64,776)		(94,263)
Common stock held in treasury at cost, 3,762,595 and 3,877,448 shares, respectively		(135,781)		(152,541)
Total stockholders' equity		5,841,677		4,649,666
Noncontrolling interests		979,364		894,622
Total equity		6,821,041		5,544,288
Total liabilities and equity	$	31,977,977	$	26,216,925

The accompanying notes are an integral part of these statements.

3

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
REVENUE:
Minimum rent	$	759,039	$	664,724	$	2,207,334	$	1,958,626
Overage rent		51,170		36,653		110,277		75,774
Tenant reimbursements		342,443		294,305		979,300		861,352
Management fees and other revenues		32,294		31,249		92,928		93,001
Other income		43,671		47,429		145,813		146,341
Total revenue		1,228,617		1,074,360		3,535,652		3,135,094
EXPENSES:
Property operating		132,378		122,446		353,136		331,013
Depreciation and amortization		310,244		260,802		907,217		788,410
Real estate taxes		105,694		87,264		311,173		273,952
Repairs and maintenance		26,556		24,465		78,862		79,957
Advertising and promotion		28,114		25,773		77,762		72,619
(Recovery of) provision for credit losses		(1,180)		1,501		5,271		3,180
Home and regional office costs		27,057		30,525		95,019		91,035
General and administrative		14,165		14,974		42,787		31,614
Other		24,637		23,012		66,510		61,254
Total operating expenses		667,665		590,762		1,937,737		1,733,034
OPERATING INCOME		560,952		483,598		1,597,915		1,402,060
Interest expense		(288,896)		(244,384)		(835,532)		(737,018)
Income tax benefit (expense) of taxable REIT subsidiaries		97		(860)		(1,786)		(2,706)
Income from unconsolidated entities		37,129		17,120		96,613		49,561
(Loss) gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(2,911)		78,307		491,926		92,072
CONSOLIDATED NET INCOME		306,371		333,781		1,349,136		803,969
Net income attributable to noncontrolling interests		50,616		58,947		230,857		142,934
Preferred dividends		834		834		2,503		2,503
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	254,921	$	274,000	$	1,115,776	$	658,532
BASIC EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	0.84	$	0.93	$	3.71	$	2.24
DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders	$	0.84	$	0.93	$	3.71	$	2.24
Consolidated Net Income	$	306,371	$	333,781	$	1,349,136	$	803,969
Unrealized loss on derivative hedge agreements		(8,555)		(93,257)		(5,450)		(112,280)
Net loss on derivative instruments reclassified from accumulated other comprehensive income into interest expense		5,187		4,024		15,440		11,792
Currency translation adjustments		9,138		(25,327)		(12,374)		5,326
Changes in available-for-sale securities and other		16,573		(63,779)		40,442		(35,825)
Comprehensive income		328,714		155,442		1,387,194		672,982
Comprehensive income attributable to noncontrolling interests		56,077		28,464		239,427		120,481
Comprehensive income attributable to common stockholders	$	272,637	$	126,978	$	1,147,767	$	552,501

The accompanying notes are an integral part of these statements.

4

Simon Property Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)

	For the Nine Months Ended September 30,
	2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$	1,349,136	$	803,969
Adjustments to reconcile consolidated net income to net cash provided by operating activities —
Depreciation and amortization		940,310		819,053
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		(491,926)		(92,072)
Straight-line rent		(27,447)		(21,049)
Equity in income of unconsolidated entities		(96,613)		(49,561)
Distributions of income from unconsolidated entities		114,508		69,651
Changes in assets and liabilities —
Tenant receivables and accrued revenue, net		57,479		33,298
Deferred costs and other assets		(69,553)		(84,077)
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities		51,251		19,929
Net cash provided by operating activities		1,827,145		1,499,141
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions		(3,690,778)		(1,179,681)
Funding of loans to related parties		(18,613)		—
Repayments of loans from related parties		92,600		—
Capital expenditures, net		(589,671)		(299,369)
Cash impact from the consolidation of properties		91,170		17,564
Net proceeds from sale of assets		380,946		136,013
Investments in unconsolidated entities		(145,559)		(15,447)
Purchase of marketable and non-marketable securities		(179,887)		(10,228)
Sale of marketable and non-marketable securities		—		6,866
Repayments of loans held for investment		163,908		—
Distributions of capital from unconsolidated entities and other		151,855		221,762
Net cash used in investing activities		(3,744,029)		(1,122,520)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and other, net of transaction costs		1,213,715		2,155
Redemption of limited partner units		(248,000)		—
Distributions to noncontrolling interest holders in properties		(9,534)		(25,521)
Contributions from noncontrolling interest holders in properties		2,107		52
Preferred distributions of the Operating Partnership		(1,436)		(1,436)
Preferred dividends and distributions to stockholders		(903,426)		(706,677)
Distributions to limited partners		(181,084)		(144,473)
Proceeds from issuance of debt, net of transaction costs		5,127,045		1,412,026
Repayments of debt		(3,428,441)		(1,133,648)
Net cash provided by (used in) financing activities		1,570,946		(597,522)
DECREASE IN CASH AND CASH EQUIVALENTS		(345,938)		(220,901)
CASH AND CASH EQUIVALENTS, beginning of period		798,650		796,718
CASH AND CASH EQUIVALENTS, end of period	$	452,712	$	575,817

The accompanying notes are an integral part of these statements.

5

Simon Property Group, Inc. and Subsidiaries

Condensed Notes to Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, except share and per share amounts and where indicated in millions or billions)

1.    Organization

            Simon Property Group, Inc., or Simon Property, is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code, as amended. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. 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 these condensed notes to the unaudited consolidated financial statements, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and its subsidiaries.

            We own, develop and manage retail real estate properties, which consist primarily of malls, Premium Outlets®, The Mills®, and community/lifestyle centers. As of September 30, 2012, we owned or held an interest in 320 income-producing properties in the United States, which consisted of 160 malls, 60 Premium Outlets, 68 community/lifestyle centers, 13 Mills and 19 other shopping centers or outlet centers in 41 states and Puerto Rico. Internationally, as of September 30, 2012, we had ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. Additionally, as of September 30, 2012, we owned a 28.9% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, more than 260 shopping centers located in 13 countries in Europe.

2.    Basis of Presentation

            The accompanying unaudited consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended September 30, 2012, are not necessarily indicative of the results to be expected for the full year.

            These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2011 Annual Report on Form 10-K.

            As of September 30, 2012, we consolidated 226 wholly-owned properties and 19 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for the remaining 87 properties, or the joint venture properties, as well as our investment in Klépierre, using the equity method of accounting, as we have determined we have significant influence over their operations. We manage the day-to-day operations of 72 of the 87 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Malaysia, and Mexico comprise 12 of the remaining 15 joint venture properties. The international properties are managed locally by joint ventures in which we share oversight responsibility with our partner.

            We allocate net operating results of the Operating Partnership after preferred distributions to third parties and to us based on the partners' respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributed to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in the Operating Partnership was 83.3% and 82.9% for the nine months ended September 30, 2012 and 2011, respectively. As of September 30, 2012 and December 31, 2011, our ownership interest in the Operating Partnership was 85.5% and 82.8%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in the Operating Partnership.

6

            Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests held by limited partners, or preferred units, and are included in net income attributable to noncontrolling interests.

Reclassifications

            We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2012 presentation. These reclassifications had no impact on previously reported net income attributable to common stockholders or earnings per share.

3.    Significant Accounting Policies

Cash and Cash Equivalents

            We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents are in excess of FDIC and SIPC insurance limits.

Marketable and Non-Marketable Securities

            Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold or refinanced.

            The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred. Net unrealized gains recorded in other comprehensive income (loss) as of September 30, 2012 and December 31, 2011 were approximately $82.3 million and $41.9 million, respectively, and represent the valuation and related currency adjustments for our marketable securities.

            Our investments in Capital Shopping Centres Group PLC, or CSCG, and Capital & Counties Properties PLC, or CAPC, are accounted for as available-for-sale securities. These investments are adjusted to their quoted market price, including a related foreign exchange component, with corresponding adjustment in other comprehensive income (loss). At September 30, 2012, we owned 35.4 million shares of CSCG and 38.9 million shares of CAPC. At September 30, 2012, the market value of our investments in CSCG and CAPC was $186.9 million and $136.9 million, respectively, with an aggregate net unrealized gain on these investments of approximately $79.4 million. The market value of our investments in CSCG and CAPC at December 31, 2011 was $170.7 million and $100.9 million, respectively, with an aggregate unrealized gain of $39.7 million. On October 23, 2012, we completed the sale of all of our investments in CSCG and CAPC for approximately $327.0 million.

            Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

7

            As of September 30, 2012 and December 31, 2011, we also had investments in various securities totaling $113.9 million and $24.9 million, respectively, which must be used to fund the debt service requirements of mortgage debt related to investment properties sold or refinanced. These investments, which serve as collateral for the associated debt, are classified as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold these investments to maturity.

            At September 30, 2012 and December 31, 2011, we had investments of $169.9 million and $105.1 million, respectively, in non-marketable securities that we account for under the cost method.

            We regularly evaluate our marketable and non-marketable securities for any other-than-temporary impairment using their estimated fair values. As of September 30, 2012, we do not consider any of the declines in value of our marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, have existed for a short period of time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.

Loans Held for Investment

            From time to time, we may make investments in mortgage loans or mezzanine loans of third parties that own and operate commercial real estate assets located in the United States. Mortgage loans are secured, in part, by mortgages recorded against the underlying properties which are not owned by us. Mezzanine loans are secured, in part, by pledges of ownership interests of the entities that own the underlying real estate. Loans held for investment are carried at cost, net of any premiums or discounts which are accreted or amortized over the life of the related loan receivable utilizing the effective interest method. We evaluate the collectability of both interest and principal of each of these loans quarterly to determine whether the value has been impaired. A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the loan held for investment to its estimated realizable value.

            At December 31, 2011, we had investments in three mortgage and mezzanine loans with an aggregate carrying value of $162.8 million. In the second and third quarters of 2012, these loans were repaid in their entirety. During the nine months ended September 30, 2012 and September 30, 2011, we recorded $6.8 million and $21.0 million, respectively, in interest income earned from these loans.

            On December 9, 2011, we paid consideration of $88.8 million to acquire a 50% equity interest in two real estate developments for which we are also the construction lender. The loans primarily bear interest at 7.0% and mature in May and July 2013. At September 30, 2012 and December 31, 2011, the aggregate amount drawn on the loans was $144.8 million and $50.7 million, respectively. We consolidated these assets as of the date we acquired our equity interest and, accordingly, amounts drawn on the loans are eliminated in consolidation.

Fair Value Measurements

            Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

            We hold marketable securities that totaled $487.7 million and $417.0 million at September 30, 2012 and December 31, 2011, respectively, and are considered to have Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $5.1 million and $12.2 million at September 30, 2012 and December 31, 2011, respectively, and a gross asset value of $3.6 million and $14.9 million at September 30, 2012 and December 31, 2011, respectively. We also have interest rate cap agreements with nominal values.

            Note 6 includes a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 5 includes a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates.

8

Noncontrolling Interests and Temporary Equity

            Details of the carrying amount of our noncontrolling interests are as follows:

	As of September 30, 2012		As of December 31, 2011
Limited partners' interests in the Operating Partnership	$	980,084	$	953,622
Nonredeemable noncontrolling deficit interests in properties, net		(720)		(59,000)
Total noncontrolling interests reflected in equity	$	979,364	$	894,622

            The remaining interest in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There are no noncontrolling interests redeemable at amounts in excess of fair value.

            Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties and preferred distributions payable by the Operating Partnership) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

            A rollforward of noncontrolling interests reflected in equity is as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Noncontrolling interests, beginning of period	$	1,185,418	$	773,894	$	894,622	$	802,972
Net Income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties		47,668		52,131		222,986		135,160
Distributions to noncontrolling interest holders		(62,149)		(25,080)		(181,354)		(145,466)
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on derivative hedge agreements		1,327		(16,096)		2,333		(19,290)
Net loss on derivative instruments reclassified from accumulated comprehensive loss into interest expense		517		704		2,233		2,022
Currency translation adjustments		2,716		(4,344)		(717)		884
Changes in available-for-sale securities and other		902		(10,746)		4,721		(6,069)
		5,462		(30,482)		8,570		(22,453)
Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership		(38,715)		(4,117)		117,584		(10,702)
Units issued to limited partners		—		—		—		202
Units exchanged for common shares		(129,783)		(3,236)		(133,801)		(9,159)
Units redeemed		(38,904)		—		(38,904)		—
Purchase of noncontrolling interest and other		10,367		107,576		89,661		120,132
Noncontrolling interests, end of period	$	979,364	$	870,686	$	979,364	$	870,686

9

Derivative Financial Instruments

            We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there was no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria, including borrowings in a foreign currency, as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

            As of September 30, 2012, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Swaps		5	$984.2 million
Interest Rate Caps		6	$443.4 million

            The carrying value of our interest rate swap agreements, at fair value as of September 30, 2012, is a net liability balance of $0.3 million, of which $3.9 million is included in other liabilities and $3.6 million is included in deferred costs and other assets. The December 31, 2011 carrying value was a liability balance of $10.0 million and is included in other liabilities. The interest rate cap agreements were of nominal value at September 30, 2012 and December 31, 2011 and we generally do not apply hedge accounting to these arrangements.

            We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. Approximately ¥3.3 billion remains as of September 30, 2012 for all forward contracts that we expect to receive through January 5, 2015. The September 30, 2012 liability balance related to these forward contracts was $1.2 million and is included in other liabilities. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts.

            In 2011, we entered into a Euro:USD forward contract with a €141.3 million notional value which was designated as a net investment hedge. The December 31, 2011 asset balance related to this forward was $14.9 million and is included in deferred costs and other assets. We applied hedge accounting and the change in fair value for this Euro forward contract were reflected in other comprehensive income. Changes in the value of this hedge were offset by changes in the underlying hedged Euro-denominated joint venture investment. In connection with the sale of our interest in Gallerie Commerciali Italia, S.p.A., or GCI, as further discussed in Note 5, this hedge was terminated in January 2012.

            The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $105.8 million and $115.8 million as of September 30, 2012 and December 31, 2011, respectively.

4.    Per Share Data

            We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all

10

potentially dilutive common shares were converted into shares at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per share.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Net Income available to Common Stockholders — Basic	$	254,921	$	274,000	$	1,115,776	$	658,532
Effect of dilutive securities:
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options		—		3		—		34
Net Income available to Common Stockholders — Diluted	$	254,921	$	274,003	$	1,115,776	$	658,566
Weighted Average Shares Outstanding — Basic		304,107,489		293,735,663		301,029,029		293,396,947
Effect of stock options		1,070		22,472		1,077		88,408
Weighted Average Shares Outstanding — Diluted		304,108,559		293,758,135		301,030,106		293,485,355

            For the nine months ended September 30, 2012, potentially dilutive securities include stock options, units that are exchangeable for common stock and long-term incentive performance, or LTIP, units granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. The only securities that had a dilutive effect for the nine months ended September 30, 2012 and 2011 were stock options. We accrue dividends when they are declared.

5.    Investment in Unconsolidated Entities

Real Estate Joint Ventures and Investments

            Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held joint venture ownership interests in 75 properties in the United States as of September 30, 2012 and 87 properties as of December 31, 2011. At September 30, 2012, we also held interests in eight joint venture properties in Japan, two joint venture properties in South Korea, one joint venture property in Mexico, and one joint venture property in Malaysia. We account for these joint venture properties using the equity method of accounting. As discussed below, on January 9, 2012, we sold our interest in GCI which at the time owned 45 properties located in Italy. Additionally, on March 14, 2012, we purchased a 28.7% equity stake in Klépierre. On May 21, 2012 Klépierre paid a dividend, which we elected to receive in additional shares, resulting in an increase in our ownership to approximately 28.9%.

            Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and our industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

Unconsolidated Property Transactions

            On January 6, 2012, SPG-FCM Ventures, LLC, or SPG-FCM, which holds our investment in The Mills Limited Partnership, or TMLP, distributed its interest in Del Amo Fashion Center to SPG-FCM's joint venture partners. We purchased our venture partner's 25% interest for $50.0 million of cash, which increased our ownership in the property to 50%. As a part of the transaction, we and our venture partner each contributed $50.0 million to SPG-FCM which was used to pay down TMLP's senior loan and the loan we made to SPG-FCM, as discussed below.

11

            On March 22, 2012, we acquired, through an acquisition of substantially all of the assets of TMLP, additional interests in 26 properties, or the Mills transaction, from our joint venture partner. The transaction resulted in 16 of the properties remaining unconsolidated, the consolidation of nine previously unconsolidated properties and the purchase of the remaining noncontrolling interest in a previously consolidated property. The transaction was valued at $1.5 billion, which included repayment of the remaining $562.1 million balance on TMLP's senior loan facility, and retirement of $100.0 million of TMLP's trust preferred securities. In connection with the transaction, our $558.4 million loan to SPG-FCM was extinguished on a non-cash basis. We consolidated $2.6 billion in additional property-level mortgage debt in connection with this transaction. This property-level mortgage debt was previously presented as debt of our unconsolidated entities. We and our joint venture partner had equal ownership in these properties prior to the transaction.

            The consolidation of the previously unconsolidated properties resulted in a remeasurement of our previously held interest in each of these properties to fair value and recognition of a corresponding non-cash gain of $488.7 million. In addition, we recorded an other-than-temporary impairment charge of $22.4 million for the excess of carrying value of our remaining investment in SPG-FCM over its estimated fair value. The gain on the transaction and impairment charge are included in gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. The assets and liabilities of the newly consolidated properties acquired in the Mills transaction have been reflected at their estimated fair value at the acquisition date, the majority of which, approximately $4.3 billion, was allocated to the investment property. This purchase price allocation is preliminary and is subject to revision within the measurement period, not to exceed one year from the date of acquisition.

            On December 31, 2011, as discussed in Note 9, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner.

Loan to SPG-FCM

            As discussed above, our loan to SPG-FCM was extinguished in the Mills transaction. During the nine month periods ended September 30, 2012 and 2011, we recorded $2.0 million and $7.4 million in interest income (net of inter-entity eliminations), related to this loan, respectively. The loan bore interest at a rate of LIBOR plus 275 basis points.

European Investments

            At September 30, 2012, we owned 57,634,148 shares, or approximately 28.9%, of Klépierre, which had a quoted market price of $35.08 per share. At the date of purchase on March 14, 2012, our excess investment in Klépierre was approximately $1.2 billion which we have allocated, on a preliminary basis, to the underlying investment property, other assets and liabilities based on estimated fair value. Our share of net income, net of the amortization of our excess investment, was $4.7 million from the acquisition date through September 30, 2012. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre's results to GAAP, Klépierre's total revenues, operating income and consolidated net income were approximately $748.9 million, $292.2 million and $187.1 million, respectively, for the period of our ownership through September 30, 2012.

            At December 31, 2011, we had a 49% ownership interest in GCI. On January 9, 2012, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A. The aggregate cash we received related to the sale of our interest in GCI was $375.8 million, and we recognized a gain on the sale of $28.8 million. Our investment carrying value included $39.5 million of accumulated losses related to currency translation and net investment hedge accumulated balances, which had been recorded in accumulated other comprehensive income (loss).

Asian Joint Ventures

            We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $341.1 million and $349.5 million as of September 30, 2012 and December 31, 2011, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $60.0 million and $43.8 million as of September 30, 2012 and December 31, 2011, respectively, including all related components of accumulated other comprehensive income (loss).

12

Summary Financial Information

            A summary of our investments in joint ventures and share of income from our joint ventures, excluding Klépierre, follows. The statements of operations include amounts related to our investment in GCI, which was sold on January 9, 2012. In addition, we acquired additional controlling interests in The Plaza at King of Prussia and The Court at King of Prussia, or collectively, King of Prussia, on August 25, 2011, and nine properties in the Mills transaction on March 22, 2012. These previously unconsolidated properties became consolidated properties as of their respective acquisition dates. Additionally, on December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. Finally, during the third quarter of 2012, we disposed of our interests in one mall and three other retail properties. The results of operations of the properties for all of these transactions are classified as loss from operations of discontinued joint venture interests in the accompanying joint venture statements of operations. Balance sheet information for the joint ventures is as follows:

	September 30, 2012		December 31, 2011
BALANCE SHEETS
Assets:
Investment properties, at cost	$	14,128,861	$	20,481,657
Less — accumulated depreciation		4,680,199		5,264,565
		9,448,662		15,217,092
Cash and cash equivalents		554,116		806,895
Tenant receivables and accrued revenue, net		235,507		359,208
Investment in unconsolidated entities, at equity		39,539		133,576
Deferred costs and other assets		352,392		526,101
Total assets	$	10,630,216	$	17,042,872
Liabilities and Partners' Deficit:
Mortgages and other indebtedness	$	11,106,661	$	15,582,321
Accounts payable, accrued expenses, intangibles, and deferred revenue		607,805		775,733
Other liabilities		326,564		981,711
Total liabilities		12,041,030		17,339,765
Preferred units		67,450		67,450
Partners' deficit		(1,478,264)		(364,343)
Total liabilities and partners' deficit	$	10,630,216	$	17,042,872
Our Share of:
Partners' deficit	$	(675,359)	$	(32,000)
Add: Excess Investment		1,960,540		714,515
Our net Investment in Unconsolidated Entities, at equity	$	1,285,181	$	682,515

            "Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and is allocated on a fair value basis primarily to investment property, lease related intangibles, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of investment property, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

13

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
STATEMENTS OF OPERATIONS
Revenue:
Minimum rent	$	370,183	$	356,155	$	1,091,701	$	1,046,992
Overage rent		44,002		36,923		128,622		94,114
Tenant reimbursements		176,544		169,911		508,698		490,276
Other income		34,754		36,041		121,686		107,449
Total revenue		625,483		599,030		1,850,707		1,738,831
Operating Expenses:
Property operating		125,162		123,506		351,963		339,699
Depreciation and amortization		125,512		125,260		374,333		361,345
Real estate taxes		45,068		40,897		132,618		127,831
Repairs and maintenance		15,418		14,954		45,269		46,005
Advertising and promotion		11,706		12,632		39,600		37,123
(Recovery of) provision for credit losses		(646)		1,411		(247)		3,624
Other		36,089		37,100		128,134		109,765
Total operating expenses		358,309		355,760		1,071,670		1,025,392
Operating Income		267,174		243,270		779,037		713,439
Interest expense		(148,891)		(149,839)		(451,581)		(441,396)
Loss from unconsolidated entities		(316)		(596)		(947)		(1,054)
Income from Continuing Operations		117,967		92,835		326,509		270,989
Loss from operations of discontinued joint venture interests		(1,978)		(17,431)		(20,769)		(39,646)
(Loss) Gain on disposal of discontinued operations, net		(4,904)		78		(4,904)		15,583
Net Income	$	111,085	$	75,482	$	300,836	$	246,926
Third-Party Investors' Share of Net Income	$	66,308	$	45,271	$	163,108	$	151,741
Our Share of Net Income		44,777		30,211		137,728		95,185
Amortization of Excess Investment		(21,726)		(13,052)		(55,059)		(37,832)
Our Share of Loss (Gain) on Sale or Disposal of Assets and Interests in Unconsolidated Entities, net		9,245		(39)		9,245		(7,792)
Income from Unconsolidated Entities	$	32,296	$	17,120	$	91,914	$	49,561

            Our share of the loss (gain) on sale or disposal of assets and interests in unconsolidated entities, net is reflected within (loss) gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

6.    Debt

Unsecured Debt

            At September 30, 2012, our unsecured debt consisted of $12.2 billion of senior unsecured notes of the Operating Partnership, $1.8 billion outstanding under our $4.0 billion unsecured revolving credit facility, or Credit Facility, and $455.0 million outstanding under our $2.0 billion supplemental unsecured revolving credit facility, or Supplemental Facility. The September 30, 2012 balance on the Credit Facility included $1.2 billion (U.S. dollar equivalent) of Euro-denominated borrowings and $285.0 million (U.S. dollar equivalent) of the balance on the Supplemental Facility on such date consisted of Yen-denominated borrowings, both of which are designated as net investment hedges of our international investments.

14

            On September 30, 2012, we had an aggregate available borrowing capacity of $3.7 billion under the two credit facilities. The maximum outstanding balance of the credit facilities during the nine months ended September 30, 2012 was $3.1 billion and the weighted average outstanding balance was $1.8 billion. Letters of credit of $42.0 million were outstanding under the Credit Facility as of September 30, 2012.

            The Credit Facility's initial borrowing capacity of $4.0 billion can be increased at our option to $5.0 billion during its term. The Credit Facility will initially mature on October 30, 2015 and can be extended for an additional year at our sole option. The base interest rate on the Credit Facility is LIBOR plus 100 basis points with an additional facility fee of 15 basis points. In addition, the Credit Facility provides for a money market competitive bid option program that allows us to hold auctions to achieve lower pricing for short-term borrowings. The Credit Facility also includes a $2.0 billion multi-currency tranche.

            On June 1, 2012, we entered into a Supplemental Facility with an initial borrowing capacity of $2.0 billion which can be increased at our option to $2.5 billion during its term. The Supplemental Facility will initially mature on June 30, 2016 and can be extended for an additional year at our sole option. The base interest rate on the Supplemental Facility is LIBOR plus 100 basis points with an additional facility fee of 15 basis points. Like the Credit Facility, the Supplemental Facility provides for a money market competitive bid option program and allows for multi-currency borrowings. During the second quarter of 2012, we moved $285.0 million (USD equivalent) of yen-denominated borrowings from the Credit Facility to the Supplemental Facility.

            On March 13, 2012, the Operating Partnership issued $600.0 million of senior unsecured notes at a fixed interest rate of 2.15% with a maturity date of September 2017, $600.0 million of senior unsecured notes at a fixed interest rate of 3.375% with a maturity date of March 2022, and $550.0 million of senior unsecured notes at a fixed interest rate of 4.75% with a maturity date of March 2042. Proceeds from the unsecured notes offerings were used to fund a portion of the cost of the acquisition of our equity stake in Klépierre and the Mills transaction.

            During the nine months ended September 30, 2012, we redeemed at par $231.0 million of senior unsecured notes with fixed rates ranging from 5.75% to 6.88%.

            On November 1, 2011, we entered into a $900.0 million unsecured term loan. We drew $160.0 million on the term loan in the first quarter of 2012. In the second quarter of 2012, we repaid the outstanding balance in full and terminated the term loan.

Secured Debt

            Total secured indebtedness was $8.0 billion and $6.8 billion at September 30, 2012 and December 31, 2011, respectively. During the nine months ended September 30, 2012, we repaid $505.3 million in mortgage loans with a weighted average interest rate of 3.64%, unencumbering ten properties, and repaid the outstanding balance of a $735.0 million secured term loan in full.

            As a result of the acquisition of additional interests in properties in the Mills transaction in March 2012, as further discussed in Note 5, we consolidated nine properties encumbered by property-level mortgage debt totaling $2.6 billion. This property-level mortgage debt was previously presented as debt of our unconsolidated entities. We and our joint venture partner had equal ownership in these properties prior to the transaction.

Covenants

            Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2012, we are in compliance with all covenants of our unsecured debt.

            At September 30, 2012, we or our subsidiaries are the borrowers under 88 non-recourse mortgage notes secured by mortgages on 88 properties, including seven separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 34 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At September 30, 2012, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance individually, or giving effect to applicable cross-default provisions in the aggregate, could have a material adverse effect on our financial condition, results of operations or cash flows.

15

Fair Value of Debt

            The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed-rate mortgages and other indebtedness was $19.8 billion and $15.9 billion as of September 30, 2012 and December 31, 2011, respectively. The fair values of these financial instruments and the related discount rate assumptions as of September 30, 2012 and December 31, 2011 are summarized as follows:

	September 30, 2012		December 31, 2011
Fair value of fixed-rate mortgages and other indebtedness	$	22,231	$17,905
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.46%	3.60%

7.    Equity

            During the nine months ended September 30, 2012, we issued 366,920 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership.

            In addition, we issued 5,873,620 shares of common stock to The Melvin Simon Family Enterprises Trust in exchange for 6,526,245 units on September 25, 2012.

            On March 14, 2012, we issued 9,137,500 shares of common stock in a public offering at a price of $137.00 per share. Proceeds of $1.2 billion from the offering, net of issue costs, were used to fund a portion of the acquisition cost of our equity stake in Klépierre and the Mills transaction.

            On July 20, 2012, the Operating Partnership redeemed 2,000,000 units from a limited partner for $124.00 per unit in cash.

Stock Based Compensation

            The Compensation Committee of our Board of Directors, or the Compensation Committee, awarded 12,034 shares of restricted stock to employees on March 5, 2012 and March 14, 2012 under The Simon Property Group, L.P. 1998 Stock Incentive Plan, or the Plan, at a fair market value of $138.41 per share and $141.12 per share, respectively. On June 1, 2012, our non-employee Directors were awarded 4,094 shares of restricted stock under the Plan at a fair market value of $143.51 per share as a result of their re-election to our Board. The fair market value of the restricted stock awarded on March 5, 2012 and March 14, 2012 is being recognized as expense over the three-year vesting service period. The fair market value of the restricted stock awarded on June 1, 2012 to our non-employee Directors is being recognized as expense over the one-year vesting service period.

            On March 16, 2010, the Compensation Committee of our Board approved three long-term incentive performance programs, or the 2010 LTIP programs, for certain senior executive officers. Awards under the 2010 LTIP programs take the form of LTIP units, a form of limited partnership interest issued by the Operating Partnership. During the performance period, participants are entitled to receive on the LTIP units awarded to them distributions equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two-class method of computing earnings per share. Awarded LTIP units will be considered earned, in whole or in part, depending upon the extent to which the applicable total shareholder return, or TSR, benchmarks, as defined, are achieved during the performance period and, once earned, will become the equivalent of units after a two year service-based vesting period, beginning after the end of the performance period. Awarded LTIP units not earned are forfeited.

            The 2010 LTIP programs have one, two and three year performance periods, which end on December 31, 2010, 2011 and 2012, respectively. During July 2011, the Compensation Committee approved a three-year long-term incentive performance program, or the 2011-2013 LTIP program, and awarded LTIP units to certain senior executive officers. The 2011-2013 LTIP program has a three year performance period ending on December 31, 2013. During March 2012, the Compensation Committee approved a three-year long-term incentive performance program, or the 2012-2014 LTIP program, and awarded LTIP units to certain senior executive officers. The 2012-2014 LTIP program

16

has a three year performance period ending December 31, 2014. After the end of each performance period, any earned LTIP units will then be subject to service-based vesting over a period of two years. One-half of the earned LTIP units will vest on January 1 of each of the second and third years following the end of the applicable performance period, subject to the participant maintaining employment with us through those dates.

            The 2010 LTIP program awards have an aggregate grant date fair value, adjusted for estimated forfeitures, of $7.2 million for the one-year program, $14.8 million for the two-year program and $23.0 million for the three-year program. The 2011-2013 LTIP program awards have an aggregate grant date fair value of $35.0 million, adjusted for estimated forfeitures. The 2012-2014 LTIP program awards have an aggregate grant date fair value of $35.0 million, adjusted for estimated forfeitures. Grant date fair values were estimated based upon the results of a Monte Carlo model, and the resulting expense will be recorded regardless of whether the TSR benchmarks are achieved. The grant date fair values are being amortized into expense over the period from the grant date to the date at which the awards, if any, become vested. In 2011, the Compensation Committee determined that 133,673 LTIP units were earned under the one-year 2010 LTIP program and, pursuant to the award agreements, will vest in two equal installments in 2012 and 2013. In the first quarter of 2012, the Compensation Committee determined that 337,006 LTIP units were earned under the two-year 2010 LTIP program and, pursuant to the award agreements, will vest in two equal installments in 2013 and 2014.

            On July 6, 2011, in connection with the execution of an employment agreement, the Compensation Committee granted David Simon, our Chairman and CEO, a retention award in the form of 1,000,000 LTIP units. The award vests in one-third increments on July 5^th of 2017, 2018 and 2019, subject to continued employment. The grant date fair value of the retention award was $120.3 million which is being recognized as expense over the eight-year term of his employment agreement on a straight-line basis.

Changes in Equity

            The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to common stockholders and equity attributable to noncontrolling interests:

	Preferred Stock		Common Stock		Accumulated Other Comprehensive Income (Loss)		Capital in Excess of Par Value		Accumulated Deficit		Common Stock Held in Treasury		Noncontrolling interests		Total Equity
January 1, 2012	$	45,047	$	30	$	(94,263)	$	8,103,133	$	(3,251,740)	$	(152,541)	$	894,622	$	5,544,288
Exchange of limited partner units for common shares								133,801						(133,801)		—
Public offering of common stock				1				1,213,740								1,213,741
Issuance of limited partner units																—
Redemption of limited partner units								(209,096)						(38,904)		(248,000)
Other		(246)						(6,038)		(20,441)		16,760		31,102		21,137
Purchase of noncontrolling interest								(63,226)						58,559		(4,667)
Adjustment to limited partners' interest from increased ownership in the Operating Partnership								(117,584)						117,584		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(903,426)				(181,084)		(1,084,510)
Distributions to other noncontrolling interest partners														(270)		(270)
Comprehensive income, excluding $1,436 attributable to preferred interests in the Operating Partnership and $6,435 attributable to noncontrolling redeemable interests in properties in temporary equity						29,487				1,118,279				231,556		1,379,322
September 30, 2012	$	44,801	$	31	$	(64,776)	$	9,054,730	$	(3,057,328)	$	(135,781)	$	979,364	$	6,821,041

17

8.    Commitments and Contingencies

Litigation

            We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is known or considered probable and the amount can be reasonably estimated.

            In May 2010, Opry Mills sustained significant flood damage. Insurance proceeds of $50 million have been funded by the insurers and remediation work has been completed. The property was re-opened March 29, 2012. The excess insurance carriers (those providing coverage above $50 million) have denied the claim under the policy for additional proceeds (of up to $150 million) to pay further amounts for restoration costs and business interruption losses. We and our lenders are continuing our efforts through pending litigation to recover our losses under the excess insurance policies for Opry Mills and we believe recovery is probable, but no assurances can be made that our efforts to recover these funds will be successful.

Guarantees of Indebtedness

            Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of September 30, 2012 and December 31, 2011, the Operating Partnership guaranteed joint venture related mortgage or other indebtedness of $99.0 million and $30.2 million, respectively. Mortgages guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.

Concentration of Credit Risk

            Our malls, Premium Outlets, The Mills, and community/lifestyle centers rely heavily upon anchor tenants to attract customers; however anchor retailers do not contribute materially to our financial results as many anchor retailers own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

9.    Real Estate Acquisitions and Dispositions

            During the third quarter of 2012, we disposed of our interest in two consolidated retail properties and four unconsolidated retail properties. Our share of the net loss on these dispositions was $2.9 million.

            On June 4, 2012, we acquired a 50% interest in a 465,000 square foot outlet center located in Destin, Florida for $70.5 million.

            On May 3, 2012, we sold our investment in two residential apartment buildings located at The Domain in Austin, Texas. Our share of the gain from the sale is $12.1 million, which is included in other income in the consolidated statements of operations and comprehensive income.

            On March 22, 2012, as part of the Mills transaction discussed in Note 5, we acquired additional interests in 26 of our joint venture properties in a transaction valued at approximately $1.5 billion.

            On March 14, 2012, as discussed in Note 5, we acquired a 28.7% equity stake in Klépierre for approximately $2.0 billion, including the capitalization of acquisition costs.

            On January 9, 2012, as discussed in Note 5, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A.

            On January 6, 2012, as discussed in Note 5, we purchased an additional 25% interest in Del Amo Fashion Center.

            During the first quarter of 2012, we sold one of our other retail properties with a carrying value of $115.0 million for nominal consideration and the assumption of the related mortgage debt of $115.0 million by the acquirer.

18

            On December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. As a result, we have a 100% interest in and now consolidate the six properties we received in the distribution. The distribution resulted in a remeasurement of the distributed assets to estimated fair value and a corresponding non-cash gain of $168.3 million in the fourth quarter of 2011 representing the estimated fair value of the net assets received in excess of the carrying value of our interest in the joint venture portfolio. The asset and liability allocations were recorded based on preliminary portfolio fair value estimates at the date of distribution and were finalized during the third quarter of 2012 resulting in an allocation to investment property of $585.0 million, lease related intangibles of $59.1 million and debt discounts of $9.1 million. We amortize these amounts over the estimated life of the related depreciable components of investment property, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The adjusted allocations did not have a material impact on the results of operations for the nine months ended, or on our financial position at, September 30, 2012.

            On August 25, 2011, we acquired additional controlling interests of approximately 83.75% in King of Prussia thereby increasing our ownership interest to 96.1%. The property is subject to a $160.1 million mortgage. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $82.9 million in the third quarter of 2011.

            During the nine months ended September 30, 2011, we disposed of our interests in three retail properties for a net gain of $2.5 million. Additionally on June 28, 2011, we sold one of our other retail properties for $134.0 million, resulting in a net gain of $6.6 million. These gains are included in gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

            We expense acquisition and potential acquisition costs related to business combinations and disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the nine months ended September 30, 2012 and 2011.

19

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

            You should read the following discussion in conjunction with the financial statements and notes thereto included in this report.

Overview

            Simon Property Group, Inc., or Simon Property, is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code, as amended. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. Most states also follow this federal treatment and do not require REITs to pay state income tax. Simon Property Group, L.P., or the Operating Partnership, is a majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In this discussion, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and its subsidiaries.

            We own, develop and manage retail real estate properties, which consist primarily of malls, Premium Outlets®, The Mills®, and community/lifestyle centers. As of September 30, 2012, we owned or held an interest in 320 income-producing properties in the United States, which consisted of 160 malls, 60 Premium Outlets, 68 community/lifestyle centers, 13 Mills and 19 other shopping centers or outlet centers in 41 states and Puerto Rico. Internationally, as of September 30, 2012, we had ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. Additionally, as of September 30, 2012, we owned a 28.9% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, more than 260 shopping centers located in 13 countries in Europe.

            We generate the majority of our revenues from leases with retail tenants including:

•

base minimum rents,

•

overage and percentage rents based on tenants' sales volume, and

•

recoveries of substantially all of our recoverable expenditures, which consist of property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures.

            Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

            We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:

•

attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses,

•

expanding and re-tenanting existing highly productive locations at competitive rental rates,

•

selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets,

•

generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and

•

selling selective non-core assets.

            We also grow by generating supplemental revenues from the following activities:

•

establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including: payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events,

•

offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services,

•

selling or leasing land adjacent to our shopping center properties, commonly referred to as "outlots" or "outparcels," and

20

•

generating interest income on cash deposits and investments in loans, including those made to related entities.

            We focus on high quality real estate across the retail real estate spectrum. We expand or renovate properties to enhance profitability and market share of existing assets when we believe the investment of our capital meets our risk-reward criteria. We selectively develop new properties in metropolitan areas that exhibit strong population and economic growth.

            We routinely review and evaluate acquisition opportunities based on their ability to enhance our portfolio. Our international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

            To support our growth, we employ a three-fold capital strategy:

•

provide the capital necessary to fund growth,

•

maintain sufficient flexibility to access capital in many forms, both public and private, and

•

manage our overall financial structure in a fashion that preserves our investment grade credit ratings.

            We consider FFO, net operating income, or NOI, and comparable property NOI (NOI for properties owned and operating in both periods under comparison) to be key measures of operating performance that are not specifically defined by accounting principles generally accepted in the United States, or GAAP. We use these measures to evaluate the performance of our portfolio and provide a basis for comparison with other real estate companies. Reconciliations of these measures to the most comparable GAAP measure are included below in this discussion.

Results Overview

            Diluted earnings per common share increased $1.47 during the first nine months of 2012 to $3.71 from $2.24 for the same period last year. The increase in diluted earnings per share was primarily attributable to:

•

improved operating performance and core business fundamentals in 2012,

•

the impact of our acquisition and expansion activity,

•

a 2012 gain due to the acquisition of a controlling interest, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities of $491.9 million, or $1.36 per diluted share, primarily driven by a gain of $488.7 million resulting from the remeasurement of our previously held interest to fair value for those properties in which we now have a controlling interest,

•

partially offset by a 2011 gain due to the acquisition of a controlling interest, sale or disposal of assets and interests in unconsolidated entities, net of $78.3 million, or $0.22 per diluted share, primarily driven by an $82.9 million gain related to the acquisition of a controlling interest in a previously unconsolidated mall, and

•

increased interest expense in 2012 as discussed below.

            Core business fundamentals during the first nine months of 2012 improved from the economic environment that existed during the first nine months of 2011 primarily driven by higher tenant sales, especially within the luxury segment. Our share of portfolio NOI grew by 16.7% and 14.1% for the three and nine month periods in 2012 over the prior year periods, respectively. Comparable property NOI also grew 4.7% for the current period and 5.3% for the year to date for our U.S. portfolio of malls and Premium Outlets. Total sales per square foot, or psf, increased 9.2% from September 30, 2011 to $562 psf at September 30, 2012 for our portfolio of U.S. malls and Premium Outlets. Average base minimum rent increased 3.8% to $40.33 psf as of September 30, 2012, from $38.84 psf as of September 30, 2011. Releasing spreads remained positive in the U.S. malls and Premium Outlets as we were able to lease available square feet at higher rents than the expiring rental rates on the same space, resulting in a releasing spread (based on total tenant payments — base minimum rent plus common area maintenance) of $4.86 psf ($51.75 openings compared to $46.89 closings) as of September 30, 2012, representing a 10.4% increase over expiring payments as of September 30, 2012. Ending occupancy for the U.S. malls and Premium Outlets was 94.6% as of September 30, 2012, as compared to 93.8% as of September 30, 2011, an increase of 80 basis points.

            Our effective overall borrowing rate at September 30, 2012 decreased 22 basis points to 5.15% as compared to 5.37% at September 30, 2011. This decrease was primarily due to a decrease in the effective overall borrowing rate on fixed rate debt of 45 basis points (5.56% at September 30, 2012 as compared to 6.01% at September 30, 2011) and a

21

decrease in the effective overall borrowing rate on variable rate debt of 50 basis points (1.54% at September 30, 2012 as compared to 2.04% at September 30, 2011), offset in part by a shift in our debt portfolio to fixed rate debt from variable rate debt (which currently has a lower rate). At September 30, 2012, the weighted average years to maturity of our consolidated indebtedness was 6.0 years as compared to 5.7 years at December 31, 2011. Our financing activities for the nine months ended September 30, 2012, included the repayment of $505.3 million in mortgage loans with a weighted average interest rate of 3.64% (thereby unencumbering ten properties), the redemption of $231.0 million of senior unsecured notes with fixed rates ranging from 5.75% to 6.88% and the repayment of a $735.0 million secured term loan. In addition, during the 2012 period, we issued $600.0 million of senior unsecured notes at a fixed interest rate of 2.15% with a maturity date of September 2017, $600.0 million of senior unsecured notes at a fixed interest rate of 3.375% with a maturity date of March 2022 and $550.0 million of senior unsecured notes at a fixed interest rate of 4.75% with a maturity date of March 2042. At September 30, 2012, we also had $1.2 billion (U.S. dollar equivalent) of Euro-denominated borrowings on our $4.0 billion unsecured revolving credit facility, or Credit Facility, and $170.0 million of borrowings on our $2.0 billion unsecured revolving credit facility, or Supplemental Facility.

United States Portfolio Data

            The portfolio data discussed in this overview includes the following key operating statistics: ending occupancy, average base minimum rent per square foot, and total sales per square foot for our domestic assets. We include acquired properties in this data beginning in the year of acquisition and remove properties sold in the year disposed. For comparative purposes, we separate the information related to community/lifestyle centers and The Mills from our other U.S. operations. We also do not include any properties located outside of the United States.

            The following table sets forth these key operating statistics for:

•

properties that are consolidated in our consolidated financial statements,

•

properties we account for under the equity method of accounting as joint ventures, and

•

the foregoing two categories of properties on a total portfolio basis.

	September 30, 2012		September30, 2011(2)		%/basis point Change(1)
U.S. Malls and Premium Outlets:
Ending Occupancy
Consolidated		94.8%		94.4%		+40 bps
Unconsolidated		93.9%		92.1%		+180 bps
Total Portfolio		94.6%		93.8%		+80 bps
Average Base Minimum Rent per Square Foot
Consolidated	$	38.23	$	37.56		1.8%
Unconsolidated	$	48.70	$	42.75		13.9%
Total Portfolio	$	40.33	$	38.84		3.8%
Total Sales per Square Foot
Consolidated	$	543	$	508		7.0%
Unconsolidated	$	648	$	539		20.2%
Total Portfolio	$	562	$	514		9.3%
The Mills:
Ending Occupancy		97.2%		95.7%		+150 bps
Average Base Minimum Rent per Square Foot	$	22.20	$	21.60		2.8%
Total Sales per Square Foot	$	505	$	473		6.8%
Community/Lifestyle Centers:
Ending Occupancy		94.3%		91.9%		+240 bps
Average Base Minimum Rent per Square Foot	$	13.97	$	13.60		2.7%

(1)

Percentages may not recalculate due to rounding. Percentage and basis point changes are representative of the change from the comparable prior period.

(2)

Prior year data has been restated as a result of the acquisition of additional interests in certain properties as discussed in Note 5 to the condensed notes to consolidated financial statements.

22

            Ending Occupancy Levels and Average Base Minimum Rent per Square Foot.    Ending occupancy is the percentage of gross leasable area, or GLA, which is leased as of the last day of the reporting period. We include all company owned space except for mall anchors and mall majors in the calculation. Base minimum rent per square foot 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.

            Total Sales per Square Foot.    Total sales include total reported retail tenant sales on a trailing 12-month basis at owned GLA (for mall stores with less than 10,000 square feet) in the malls and all reporting tenants at the Premium Outlets and The Mills. Retail sales at owned GLA affect revenue and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.

Current Leasing Activities

            During the nine months ended September 30, 2012, we signed 912 new leases and 1,582 renewal leases (excluding new development, redevelopment, expansion, downsizing and relocation) across our U.S. malls and Premium Outlets portfolio, comprising nearly 8.0 million square feet of which 6.0 million square feet related to consolidated properties. During the comparable period in 2011, we signed 973 new leases and 1,508 renewal leases, comprising approximately 8.3 million square feet of which 6.3 million square feet related to consolidated properties. The average initial base minimum rent for these new leases was $39.03 psf in 2012 and $37.65 psf in 2011 with an average tenant allowance on new leases of $35.65 psf and $30.53 psf, respectively.

International Property Data

            The following are selected key operating statistics for our Premium Outlets in Japan. The information used to prepare these statistics has been supplied by the managing venture partner.

	September 30, 2012		September 30, 2011		%/basis point Change
Ending Occupancy		99.8%		99.6%		+20 bps
Comparable Sales per Square Foot(1)	¥	90,775	¥	85,182		6.57%
Average Base Minimum Rent per Square Foot	¥	4,927	¥	4,818		2.26%

(1)

Does not include Sendai-Izumi Premium Outlets in Japan as the property was closed for repair due to damages from the earthquake in Japan in March 2011. The center re-opened on June 17, 2011.

Results of Operations

            In addition to the activity discussed above in the "Results Overview" section, the following acquisitions, openings, and dispositions of consolidated properties affected our consolidated results from continuing operations in the comparative periods:

•

During the first nine months of 2012, we disposed of two community centers and one of our other retail properties.

•

On August 16, 2012, a 415,000 square foot outlet center located in Texas opened.

•

On June 14, 2012, we opened Merrimack Premium Outlets, a 410,000 square foot outlet center located in Hillsborough County, serving the Greater Boston and Nashua markets.

•

On March 29, 2012, Opry Mills re-opened after completion of the restoration of the property following the significant flood damage which occurred in May 2010.

•

On March 22, 2012, we acquired additional interests in 26 joint venture properties previously owned by the Mills Limited Partnership, or TMLP, from our joint venture partner. Of these 26 properties acquired in the transaction, or the Mills transaction, nine became consolidated properties at the acquisition date.

•

During 2011, we disposed of four of our other retail properties and one of our malls.

•

On December 31, 2011, as discussed in Note 9 of the condensed notes to consolidated financial statements, a 50% joint venture distributed a portfolio of properties to us and our joint venture partner. We now consolidate those properties we received in the distribution.

23

•

On August 25, 2011, we acquired additional interests in The Plaza at King of Prussia and The Court at King of Prussia, or, collectively, King of Prussia, a 2.4 million square foot mall in the Philadelphia market, which had previously been accounted for under the equity method. We now have a controlling interest in this property and its results are consolidated as of the acquisition date.

•

On July 19, 2011, we acquired a 100% ownership interest in ABQ Uptown, a 222,000 square foot lifestyle center located in Albuquerque, New Mexico.

            In addition to the activities discussed above and in "Results Overview," the following acquisitions, dispositions and openings of joint venture properties affected our income from unconsolidated entities in the comparative periods:

•

During the third quarter of 2012, we disposed of our interests in three other retail properties and one mall.

•

On June 4, 2012, we acquired a 50% interest in a 465,000 square foot outlet center located in Destin, Florida.

•

As discussed above, on March 22, 2012, we acquired additional interests in 26 joint venture properties in the Mills transaction. Of these 26 assets, 16 remain unconsolidated.

•

On March 14, 2012, we acquired a 28.7% equity stake in Klépierre. On May 21, 2012 Klépierre paid a dividend, which we elected to receive in additional shares, increasing our ownership to approximately 28.9%.

•

On January 9, 2012, we sold our entire ownership interest in Gallerie Commerciali Italia, S.p.A., or GCI, a joint venture which at the time owned 45 properties located in Italy to our venture partner, Auchan S.A.

•

On January 6, 2012, we acquired an additional 25% interest in Del Amo Fashion Center.

•

During 2011, we disposed of one of our malls.

•

On December 2, 2011, we and our partner, Genting Berhad, opened Johor Premium Outlets, a 173,000 square foot outlet center in Johor, Malaysia.

•

During the third quarter of 2011, we contributed a wholly-owned property to a joint venture which holds our interests in nine unconsolidated properties. The transaction effectively exchanged a portion of our interest in this previously wholly-owned property for increased ownership interests in the nine unconsolidated properties.

•

On March 17, 2011, we and our partner, Shinsegae International Co., opened Paju Premium Outlets, a 328,000 square foot outlet center in Paju, South Korea.

            For the purposes of the following comparison between the three and nine months ended September 30, 2012 and 2011, the above transactions are referred to as the property transactions. In the following discussions of our results of operations, "comparable" refers to properties we owned and operated in both of the periods under comparison.

Three Months Ended September 30, 2012 vs. Three Months Ended September 30, 2011

            Minimum rents increased $94.3 million during the 2012 period, of which the property transactions accounted for $80.7 million of the increase. Comparable rents increased $13.6 million, or 2.1%. The increase in comparable rents was primarily attributable to a $16.8 million increase in base minimum rents, partially offset by a $2.8 million decrease in straight-line rents. Overage rents increased $14.5 million, or 39.6%, as a result of the property transactions and an increase in tenant sales for the period compared to the prior period at the comparable properties of $8.4 million.

            Tenant reimbursements increased $48.1 million, due to a $41.0 million increase attributable to the property transactions and a $7.1 million, or 2.5%, increase in the comparable properties primarily due to annual increases related to common area maintenance and real estate tax reimbursements, offset partially by a decrease in utility recoveries due to lower electricity costs.

            Total other income decreased $3.8 million, principally as a result of a decrease in interest income of $7.7 million related to the repayment of related party loans and loans held for investment and a $1.9 million decrease in net other activity, partially offset by a $5.8 million increase due to the timing of the semi-annual dividends from investments in certain marketable securities.

            Property operating expense increased $9.9 million primarily related to a $16.0 million increase attributable to the property transactions partially offset by a $6.1 million decrease in comparable property activity due primarily to our continued cost savings efforts.

            Depreciation and amortization expense increased $49.4 million primarily due to the additional depreciable assets related to the property transactions.

24

            Real estate tax expense increased $18.4 million primarily due to a $12.7 million increase related to the property transactions.

            The (recovery of) provision for credit losses decreased $2.7 million due to strong collections of receivables which we had previously established reserves for due to uncertainty of payment.

            Interest expense increased $44.5 million primarily related to a $35.1 million increase related to the property transactions. The remainder of the increase resulted from borrowings on the Euro tranche of the Credit Facility and USD tranche of the Supplemental Facility, and the issuance of unsecured notes in the fourth quarter of 2011 and the first quarter of 2012. These increases were partially offset by a lower effective overall borrowing rate, decreased interest expense related to our payoff of a $735.0 million secured term loan, and our payoff of $542.5 million of unsecured notes in 2011 and $231.0 million of unsecured notes in 2012.

            Income from unconsolidated properties increased $20.0 million as result of the property transactions, primarily our increased ownership in the joint venture properties acquired as part of the Mills transaction and our acquisition of an interest in Klépierre as well as from favorable results of operations from the portfolio of joint venture properties.

            During the quarter ended September 30, 2012, we disposed of our interest in four unconsolidated properties and sold two community centers resulting in an aggregate loss of $2.9 million. During the three months ended September 30, 2011, we disposed of our interest in a mall and acquired a controlling interest in a mall previously accounted for under the equity method for an aggregate net gain of $78.3 million.

            Net income attributable to noncontrolling interests decreased $8.3 million primarily due to a decrease in the income of the Operating Partnership.

Nine Months Ended September 30, 2012 vs. Nine Months Ended September 30, 2011

            Minimum rents increased $248.7 million during the 2012 period, of which the property transactions accounted for $197.3 million of the increase. Comparable rents increased $51.4 million, or 2.7%, primarily attributable to a $53.7 million increase in base minimum rents. Overage rents increased $34.5 million, or 45.5%, as a result of the property transactions and an increase in tenant sales for the period compared to the prior period at the comparable properties of $23.5 million.

            Tenant reimbursements increased $117.9 million, due to a $99.2 million increase attributable to the property transactions and a $18.7 million, or 2.2%, increase in the comparable properties primarily due to annual increases related to common area maintenance and real estate tax reimbursements, offset partially by a decrease in utility recoveries due to lower electricity costs.

            Total other income decreased $0.5 million, principally as a result of a decrease in interest income of $19.5 million related to the repayment of related party loans and loans held for investment and $1.0 million of net other activity, partially offset by a $12.1 million increase from a gain on the sale of our investments in two multi-family residential facilities, and a $7.5 million increase in financing and other fee revenue earned from joint ventures net of eliminations.

            Property operating expense increased $22.1 million primarily related to a $35.4 million increase attributable to the property transactions partially offset by a $13.3 million decrease in comparable property activity due primarily to a mild winter and our continued cost savings efforts.

            Depreciation and amortization expense increased $118.8 million primarily due to the additional depreciable assets related to the property transactions.

            Real estate tax expense increased $37.2 million primarily due to a $31.8 million increase related to the property transactions.

            General and administrative expense increased $11.2 million primarily as a result of increased long-term performance based incentive compensation costs including amortization of the CEO retention award.

            Other expenses increased $5.3 million primarily related to a $10.5 million increase attributable to the property transactions, offset partially by a decrease in legal fees and net other activity.

            Interest expense increased $98.5 million primarily related to an increase of $81.7 million related to the property transactions. The remainder of the increase resulted from borrowings on the Euro tranche of the Credit Facility and USD tranche of the Supplemental Facility, and the issuance of unsecured notes in the fourth quarter of 2011 and the first quarter of 2012. These increases were partially offset by a lower effective overall borrowing rate, decreased interest expense related to the repayment or refinancing of mortgages at fourteen properties, payoff of a $735.0 million

25

secured term loan, and our payoff of $542.5 million of unsecured notes in 2011 and $231.0 million of unsecured notes in 2012.

            Income from unconsolidated properties increased $47.1 million as result of the property transactions, primarily our increased ownership in the joint venture properties acquired as part of the Mills transaction and our acquisition of an interest in Klépierre as well as from favorable results of operations from the portfolio of joint venture properties.

            During 2012, we disposed of our interest in GCI, four unconsolidated properties and two community centers for a net gain of $25.6 million and acquired a controlling interest in nine properties previously accounted for under the equity method in the Mills transaction which resulted in the recognition of a non-cash gain of $488.7 million. In addition, we recorded an other-than-temporary impairment charge of $22.4 million on our remaining investment in SPG-FCM Ventures, LLC, or SPG-FCM, which holds our investment in TMLP, representing the excess of carrying value over the estimated fair value. During the 2011 period, we disposed of our interest in an unconsolidated mall, one consolidated mall, an two other retail properties, and acquired a controlling interest in a mall previously accounted for under the equity method for an aggregate net gain of $92.1 million.

            Net income attributable to noncontrolling interests increased $87.9 million primarily due to an increase in the income of the Operating Partnership.

Liquidity and Capital Resources

            Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on long-term fixed rate debt. We minimize the use of floating rate debt and enter into floating rate to fixed rate interest rate swaps. Floating rate debt currently comprises 10.3% of our total consolidated debt at September 30, 2012, as adjusted to reflect outstanding interest rate swaps. We also enter into interest rate protection agreements to manage our interest rate risk. We derive most of our liquidity from leases that generate positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $2.0 billion during the nine months ended September 30, 2012. In addition, the Credit Facility and Supplemental Facility provide alternative sources of liquidity as our cash needs vary from time to time.

            Our balance of cash and cash equivalents decreased $345.9 million during the first nine months of 2012 to $452.7 million as of September 30, 2012 as further discussed under "Cash Flows" below.

            On September 30, 2012, we had an aggregate available borrowing capacity of $3.7 billion under the Credit Facility and the Supplemental Facility, net of outstanding borrowings of $2.3 billion and letters of credit of $42.0 million. For the nine months ended September 30, 2012, the maximum amount outstanding under the Credit Facility and Supplemental Facility was $3.1 billion and the weighted average amount outstanding was $1.8 billion. The weighted average interest rate was 1.24% for the nine months ended September 30, 2012.

            We and the Operating Partnership have historically had access to public equity and long term unsecured debt markets and access to private equity from institutional investors at the property level.

            Our business model and status as a REIT requires us to regularly access the debt markets to raise funds for acquisition, development and redevelopment activity, and to refinance maturing debt. We may also, from time to time, access the equity capital markets to accomplish our business objectives. We believe we have sufficient cash on hand and availability under the Credit Facility and the Supplemental Facility to address our debt maturities and capital needs through 2012.

Loan to SPG-FCM

            As discussed in Note 5 to the condensed notes to consolidated financial statements, the loan to SPG-FCM was extinguished in the Mills transaction. During the nine month periods ended September 30, 2012 and 2011, we recorded $2.0 million and $7.4 million in interest income (net of inter-entity eliminations), related to this loan, respectively.

Cash Flows

            Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the nine months ended September 30, 2012 totaled $2.0 billion. In addition, we received net proceeds from our debt financing and repayment activities of $1.7 billion in 2012. These activities are further discussed below under "Financing and Debt." During the first nine months of 2012, we or the Operating Partnership also:

•

issued 9,137,500 shares of common stock in a public offering for $1.2 billion, net of issue costs,

•

redeemed 2,000,000 limited partner units for $248.0 million,

26

•

funded the acquisition of an additional interest in a property, the equity stake in Klépierre, additional interests in 26 joint venture properties in the Mills transaction and a 50% interest in an outlet center for $3.69 billion,

•

received proceeds of $375.8 million from the sale of our interest in GCI,

•

received repayments of loans held for investment and loans from related parties of $256.5 million,

•

paid stockholder dividends and unitholder distributions totaling $1.1 billion,

•

paid preferred stock dividends and preferred unit distributions totaling $3.9 million,

•

funded consolidated capital expenditures of $589.7 million (includes development and other costs of $149.2 million, renovation and expansion costs of $289.6 million, and tenant costs and other operational capital expenditures of $150.9 million),

•

funded investments in marketable securities held to defease mortgage debt and other investments in non-marketable securities of $179.9 million, and

•

funded investments in unconsolidated entities of $145.6 million.

            In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to stockholders necessary to maintain our REIT qualification on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:

•

excess cash generated from operating performance and working capital reserves,

•

borrowings on our credit facilities,

•

additional secured or unsecured debt financing, or

•

additional equity raised in the public or private markets.

            We expect to generate positive cash flow from operations in 2012, and we consider these projected cash flows in our sources and uses of cash. These cash flows are principally derived from rents paid by our retail tenants, many of whom are still recovering from the recent economic downturn. A significant deterioration in projected cash flows from operations could cause us to increase our reliance on available funds from our credit facilities, curtail planned capital expenditures, or seek other additional sources of financing as discussed above.

Financing and Debt

Unsecured Debt

            At September 30, 2012, our unsecured debt consisted of $12.2 billion of senior unsecured notes of the Operating Partnership, $1.8 billion outstanding under our $4.0 billion unsecured revolving credit facility, or Credit Facility, and $455.0 million outstanding under our $2.0 billion Supplemental Facility. The September 30, 2012 balance on the Credit Facility included $1.2 billion (U.S. dollar equivalent) of Euro-denominated borrowings and $285.0 million (U.S. dollar equivalent) of the balance on the Supplemental Facility on such date consisted of Yen-denominated borrowings, both of which are designated as net investment hedges of our international investments.

            On September 30, 2012, we had an aggregate available borrowing capacity of $3.7 billion under the two credit facilities. The maximum outstanding balance of the credit facilities during the nine months ended September 30, 2012 was $3.1 billion and the weighted average outstanding balance was $1.8 billion. Letters of credit of $42.0 million were outstanding under the Credit Facility as of September 30, 2012.

            The Credit Facility's initial borrowing capacity of $4.0 billion can be increased at our option to $5.0 billion during its term. The Credit Facility will initially mature on October 30, 2015 and can be extended for an additional year at our sole option. The base interest rate on the Credit Facility is LIBOR plus 100 basis points with an additional facility fee of 15 basis points. In addition, the Credit Facility provides for a money market competitive bid option program that allows us to hold auctions to achieve lower pricing for short-term borrowings. The Credit Facility also includes a $2.0 billion multi-currency tranche.

            The Supplemental Facility's initial $2.0 billion borrowing capacity can be increased at our option to $2.5 billion during its term. The Supplemental Facility will initially mature on June 30, 2016 and can be extended for an additional year at our sole option. The base interest rate on the Supplemental Facility is LIBOR plus 100 basis points with an

27

additional facility fee of 15 basis points. Like the Credit Facility, the Supplemental Facility provides for a money market competitive bid option program and allows for multi-currency borrowings. During the second quarter of 2012, we moved $285.0 million (USD equivalent) of yen-denominated borrowings from the Credit Facility to the Supplemental Facility.

            On March 13, 2012, the Operating Partnership issued $600.0 million of senior unsecured notes at a fixed interest rate of 2.15% with a maturity date of September 2017, $600.0 million of senior unsecured notes at a fixed interest rate of 3.375% with a maturity date of March 2022, and $550.0 million of senior unsecured notes at a fixed interest rate of 4.75% with a maturity date of March 2042. Proceeds from the unsecured notes offerings were used to fund a portion of the cost of the acquisition of our equity stake in Klépierre and the Mills transaction.

            During the nine months ended September 30, 2012, we redeemed at par $231.0 million of senior unsecured notes with fixed rates ranging from 5.75% to 6.88%.

            On November 1, 2011, we entered into a $900.0 million unsecured term loan. We drew $160.0 million on the term loan in the first quarter of 2012. In the second quarter of 2012, we repaid the outstanding balance in full and terminated the term loan.

Secured Debt

            Total secured indebtedness was $8.0 billion and $6.8 billion at September 30, 2012 and December 31, 2011, respectively. During the nine months ended September 30, 2012, we repaid $505.3 million in mortgage loans with a weighted average interest rate of 3.64%, unencumbering ten properties, and repaid the outstanding balance of a $735.0 million secured term loan in full.

            As a result of the acquisition of additional interests in properties in the Mills transaction in March 2012, as further discussed in Note 5 to the condensed notes to our consolidated financial statements, we consolidated nine properties encumbered by property-level mortgage debt totaling $2.6 billion. This property-level mortgage debt was previously presented as debt of our unconsolidated entities. We and our joint venture partner had equal ownership in these properties prior to the transaction.

Covenants

            Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2012, we are in compliance with all covenants of our unsecured debt.

            At September 30, 2012, we or our subsidiaries are the borrowers under 88 non-recourse mortgage notes secured by mortgages on 88 properties, including seven separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 34 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At September 30, 2012, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance individually, or giving effect to applicable cross-default provisions in the aggregate, could have a material adverse effect on our financial condition, results of operations or cash flows.

28

Summary of Financing

            Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of September 30, 2012 and December 31, 2011, consisted of the following (dollars in thousands):

Debt Subject to	Adjusted Balance as of September 30, 2012		Effective Weighted Average Interest Rate			Adjusted Balance as of December 31, 2011		Effective Weighted Average Interest Rate
Fixed Rate	$	20,240,131		5.56	%	$	16,407,374		5.83	%
Variable Rate		2,329,503		1.54	%		2,039,066		1.45	%
	$	22,569,634		5.15	%	$	18,446,440		5.35	%

            As of September 30, 2012, we had $484.2 million of notional amount fixed rate swap agreements that have a weighted average fixed pay rate of 2.52% and a weighted average variable receive rate of 0.59% which effectively convert variable rate debt to fixed rate debt.

Contractual Obligations and Off-Balance Sheet Arrangements

            There have been no material changes to our outstanding capital expenditure and lease commitments previously disclosed in our 2011 Annual Report on Form 10-K.

            In regards to long-term debt arrangements, the following table summarizes the material aspects of these future obligations on our consolidated indebtedness as of September 30, 2012, for the remainder of 2012 and subsequent years thereafter (dollars in thousands) assuming the obligations remain outstanding through initial maturities:

	2012		2013-2014		2015-2017		After 2017		Total
Long-Term Debt(1)	$	19,046	$	3,318,834	$	11,702,362	$	7,452,098	$	22,492,340
Interest Payments(2)	$	286,839	$	2,097,937	$	2,063,847	$	2,347,291	$	6,795,914

(1)

Represents principal maturities only and therefore, excludes net premiums of $77,294.

(2)

Variable rate interest payments are estimated based on the LIBOR rate at September 30, 2012.

            Our off-balance sheet arrangements consist primarily of our investments in joint ventures which are common in the real estate industry and are described in Note 5 of the condensed notes to consolidated financial statements. Our joint ventures typically fund their cash needs through secured debt financings obtained by and in the name of the joint venture entity. The joint venture debt is secured by a first mortgage, is without recourse to the joint venture partners, and does not represent a liability of the partners, except to the extent the partners or their affiliates expressly guarantee the joint venture debt. As of September 30, 2012, the Operating Partnership had guaranteed $99.0 million of joint venture related mortgage or other indebtedness. We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not required contractually or otherwise.

Acquisitions and Dispositions

            Buy-sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in retail real estate. We and our partners in our joint venture properties may initiate these provisions (subject to any applicable lock up or similar restrictions). If we determine it is in our stockholders' best interests for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

            Acquisitions.    On June 4, 2012, we acquired a 50% interest in a 465,000 square foot outlet center located in Destin, Florida for $70.5 million.

29

            On March 22, 2012, we acquired, through an acquisition of substantially all of the assets of TMLP, additional interests in 26 properties, from our joint venture partner. The transaction resulted in 16 of the properties remaining unconsolidated, the consolidation of nine previously unconsolidated properties and the purchase of the remaining noncontrolling interest in a previously consolidated property. The transaction was valued at $1.5 billion, which included repayment of the remaining $562.1 million balance on TMLP's senior loan facility and retirement of $100.0 million of TMLP's trust preferred securities. In connection with the transaction, our $558.4 million loan to SPG-FCM was extinguished on a non-cash basis. We consolidated $2.6 billion in additional property-level mortgage debt in connection with this transaction. The transaction resulted in a remeasurement of our previously held interest in each of these properties to fair value and the recognition of a corresponding non-cash gain of approximately $488.7 million.

            On March 14, 2012, we acquired a 28.7% equity stake in Klépierre for approximately $2.0 billion. On May 21, 2012 Klépierre paid a dividend, which we elected to receive in additional shares, increasing our ownership to approximately 28.9%.

            On January 6, 2012, SPG-FCM, which holds our investment in TMLP, distributed its interest in Del Amo Fashion Center to SPG-FCM's joint venture partners. We purchased our venture partner's 25% interest for $50.0 million of cash, which increased our ownership in the property to 50%. As a part of the transaction, we and our venture partner each contributed $50.0 million to SPG-FCM which was used to pay down TMLP's senior loan and the loan we made to SPG-FCM, as discussed above.

            On December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. As a result, we have a 100% interest and now consolidate the six properties we received in the distribution. The distribution resulted in a remeasurement of the distributed assets to estimated fair value and a corresponding non-cash gain of $168.3 million in the fourth quarter of 2011 representing the estimated fair value of the assets received in excess of the carrying value of our interest in the joint venture portfolio.

            On August 25, 2011, we acquired additional controlling interests of approximately 83.75% in King of Prussia, thereby increasing our ownership interest to 96.1%. The property is subject to a $160.1 million mortgage. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $82.9 million in the third quarter of 2011.

            Dispositions.    We continue to pursue the disposition of properties that no longer meet our strategic criteria or that are not a primary retail venue within their trade area.

            During the third quarter of 2012, we disposed of our interest in two consolidated retail properties and four unconsolidated retail properties. Our share of the net loss on these disposals was $2.9 million.

            On May 3, 2012, we sold our investment in two residential apartment buildings located at The Domain in Austin, Texas. Our share of the gain from the sale was $12.1 million, which is included in other income in the consolidated statements of operations and comprehensive income.

            During the first quarter of 2012, we sold one of our other retail properties with a carrying value of $115.0 million for nominal consideration and the assumption of the related mortgage debt of $115.0 million by the acquirer.

            On January 9, 2012, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A. The aggregate cash we received was $375.8 million and we recognized a gain on the sale of $28.8 million.

Development Activity

            New Domestic Development.    On June 14, 2012, we opened Merrimack Premium Outlets, a 410,000 square foot upscale outlet shopping center located on a 170-acre site in Merrimack, New Hampshire, that serves the Greater Boston and Nashua markets. The total cost of this project was approximately $142.7 million, which was funded with available cash from operations.

            On August 16, 2012, a 415,000 square foot outlet center located in Texas opened. We have a 50% interest in this other retail property.

30

            On October 19, 2012, Tanger Outlets in Texas City, a 350,000 square foot upscale outlet center, opened. This new center, in which we have a 50% interest, is a joint venture with Tanger Factory Outlets Centers, Inc. Our estimated share of the cost of this project is $33.0 million.

            On July 11, 2012, we began construction on St. Louis Premium Outlets, a 350,000 square foot project located in Chesterfield, Missouri. We own a 60% interest in this project, which is a joint venture with Woodmont Outlets. This new center is expected to open in the fall of 2013. Our estimated share of the cost of this project is $50.2 million.

            In March 2012, we began construction on Phoenix Premium Outlets located in Phoenix, Arizona. This 360,000 square foot center, which is wholly owned by us, is expected to open in April 2013. The estimated cost of this project is $70.7 million.

            Domestic Expansions and Renovations.    We routinely incur costs related to construction for significant renovation and expansion projects at our properties. We also have reinstituted our redevelopment and expansion initiatives which we had previously reduced given the downturn in the economy. Renovation and expansion projects are currently underway at 24 properties in the U.S. with 34 new anchor and big box tenants having opened in 2012 and an additional 40 scheduled to open in the fourth quarter of 2012 and in 2013. We expect our share of development costs for 2012 related to renovation or expansion initiatives to be approximately $700.0 million compared to $265.0 million in 2011.

            We expect to fund these capital projects with cash flows from operations. Our estimated stabilized return on invested capital ranges between 8-12% for all of our new development, expansion and renovation projects.

            International Development Activity.    We typically reinvest net cash flow from our international joint ventures to fund future international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded most of our foreign investments with local currency-denominated borrowings that act as a natural hedge against fluctuations in exchange rates. Currently, our consolidated net income exposure to changes in the volatility of the Euro, Yen, Won, and other foreign currencies is not material. We expect our share of international development costs for 2012 will be approximately $135 million at the applicable exchange rates, primarily funded through reinvested joint venture cash flow and construction loans.

            Rinku Premium Outlets Phase IV, a 103,000 square foot expansion to the Rinku Premium Outlets located in Osaka, Japan, was completed and opened in July 2012. Kobe-Sanda Premium Outlets Phase III, a 78,000 square foot expansion to the Kobe-Sanda Premium Outlets in Osaka, Japan, is under construction and is expected to open in December 2012. The net cost of these projects is expected to be JPY 5.7 billion, of which our share is approximately JPY 2.3 billion, or $29.4 million based on applicable YEN:USD exchange rates.

            In April 2012, construction began on Shisui Premium Outlets, a 230,000 square foot new development in Chiba, Japan, in which we have a 40% interest and which is expected to open in April 2013. The net cost of this project is expected to be JPY 9.1 billion, of which our share is approximately JPY 3.6 billion, or $46.6 million based on applicable YEN:USD exchange rates.

            In April 2012, construction began on Toronto Premium Outlets, a 360,000 square foot new development in Ontario, Canada, in which we have a 50% interest and which is expected to open in August 2013. The net cost of this project is expected to be CAD 159.6 million, of which our share is approximately CAD 79.8 million, or $81.1 million based on applicable CAD:USD exchange rates.

            In 2012, construction began on Busan Premium Outlets, a 340,000 square foot new development in Busan, South Korea, in which we have a 50% interest and which is expected to open in September 2013. The net cost of this project is expected to be KRW 167.8 billion, of which our share is approximately KRW 83.9 billion, or $75.5 million based on applicable KRW:USD exchange rates.

            On March 1, 2012, we and our partner, Bailian Group, the largest retail conglomerate in China, announced the signing of a Memorandum of Understanding, or MOU, to jointly develop a Premium Outlet center in Pudong, Shanghai, China. The MOU also provides the joint venture the opportunity to develop additional Premium Outlet centers in mainland China.

            On April 9, 2012, we and our partner, BR Malls Participacoes S.A., signed a Joint Venture Agreement to develop and own Premium Outlet centers in Brazil in which we would have a 50% interest. The first Premium Outlet is expected to be opened in the State of Sao Paulo in November of 2013.

31

            On May 21, 2012, we and our partner, Calloway Real Estate Investment Trust, announced plans to develop a second Premium Outlet in Canada, which will be located in Montreal.

Dividends

            We paid a common stock dividend of $1.05 per share in the third quarter of 2012. On October 25, 2012, we announced a common stock dividend of $1.10 per share payable on November 30, 2012 to stockholders of record on November 16, 2012. We must pay a minimum amount of dividends to maintain our status as a REIT. Our dividends typically exceed our net income generated in any given year primarily because of depreciation, which is a non-cash expense. Our future dividends and future distributions of the Operating Partnership will be determined by the Board of Directors based on actual results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, and the amount required to maintain our status as a REIT.

Forward-Looking Statements

            Certain statements made in this section or elsewhere in this report 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 and uncertainties. Such factors include, but are not limited to: our ability to meet debt service requirements, the availability of financing, changes in our credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, intensely competitive market environment in the retail industry, costs of common area maintenance, competitive market forces, risks related to our international investments and activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. We discussed these and other risks and uncertainties under the heading "Risk Factors" in our most recent Annual Report on Form 10-K. We may update that discussion in our Quarterly Reports on Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Non-GAAP Financial Measures

            Industry practice is to evaluate real estate properties in part based on FFO, diluted FFO per share, NOI and comparable property NOI. We believe that these non-GAAP measures are helpful to investors because they are widely recognized measures of the performance of REITs and provide a relevant basis for comparison among REITs. We also use these measures internally to measure the operating performance of our portfolio.

            We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts, or NAREIT, as consolidated net income computed in accordance with GAAP:

•

excluding real estate related depreciation and amortization,

•

excluding gains and losses from extraordinary items and cumulative effects of accounting changes,

•

excluding gains and losses from the sales of previously depreciated retail operating properties,

•

excluding impairment charges of depreciable real estate,

•

plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest, and

•

all determined on a consistent basis in accordance with GAAP.

            We have adopted NAREIT's clarification of the definition of FFO that requires us to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting changes, or a gain or loss resulting from the sale of, or any impairment charges related to, previously depreciated operating properties.

32

            We include in FFO gains and losses realized from the sale of land, outlot buildings, marketable and non-marketable securities, and investment holdings of non-retail real estate.

            You should understand that our computations of these non-GAAP measures might not be comparable to similar measures reported by other REITs and that these non-GAAP measures:

•

do not represent cash flow from operations as defined by GAAP,

•

should not be considered as alternatives to consolidated net income determined in accordance with GAAP as a measure of operating performance, and

•

are not alternatives to cash flows as a measure of liquidity.

            The following schedule reconciles total FFO to consolidated net income and diluted net income per share to diluted FFO per share.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
(in thousands)
Funds from Operations	$	720,052	$	606,235	$	2,057,474	$	1,759,846
Increase in FFO from prior period		18.8%		90.3%		16.9%		55.5%
Consolidated Net Income	$	306,371	$	333,781	$	1,349,136	$	803,969
Adjustments to Arrive at FFO:
Depreciation and amortization from consolidated properties		306,612		257,172		896,147		777,489
Our share of depreciation and amortization from unconsolidated entities, including Klépierre		110,188		98,601		321,318		286,358
Loss (gain) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		2,911		(78,307)		(491,926)		(92,072)
Net income attributable to noncontrolling interest holders in properties		(2,464)		(1,829)		(6,427)		(5,879)
Noncontrolling interests portion of depreciation and amortization		(2,253)		(1,870)		(6,835)		(6,080)
Preferred distributions and dividends		(1,313)		(1,313)		(3,939)		(3,939)
Funds from Operations	$	720,052	$	606,235	$	2,057,474	$	1,759,846
FFO Allocable to Simon Property	$	603,845	$	502,264	$	1,714,770	$	1,459,388
Diluted net income per share to diluted FFO per share reconciliation:
Diluted net income per share	$	0.84	$	0.93	$	3.71	$	2.24
Depreciation and amortization from consolidated properties and our share of depreciation and amortization from unconsolidated entities, including Klépierre, net of noncontrolling interests portion of depreciation and amortization		1.14		1.00		3.35		2.99
Loss (gain) upon acquisition of controlling interest, sale or disposal as assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		0.01		(0.22)		(1.36)		(0.26)
Diluted FFO per share	$	1.99	$	1.71	$	5.70	$	4.97

33

            The following schedule reconciles net operating income to consolidated net income and sets forth the computations of comparable property NOI.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
(in thousands)
Reconciliation of NOI of consolidated properties:
Consolidated Net Income	$	306,371	$	333,781	$	1,349,136	$	803,969
Income tax (benefit) expense of taxable REIT subsidiaries		(97)		860		1,786		2,706
Interest expense		288,896		244,384		835,532		737,018
Income from unconsolidated entities		(37,129)		(17,120)		(96,613)		(49,561)
Loss (gain) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net		2,911		(78,307)		(491,926)		(92,072)
Operating Income		560,952		483,598		1,597,915		1,402,060
Depreciation and amortization		310,244		260,802		907,217		788,410
NOI of consolidated Properties	$	871,196	$	744,400	$	2,505,132	$	2,190,470
Reconciliation of NOI of unconsolidated entities:
Net Income	$	111,085	$	75,482	$	300,836	$	246,926
Interest expense		148,891		149,839		451,581		441,396
Loss from unconsolidated entities		316		596		947		1,054
Loss from operations of discontinued joint venture interests		1,978		17,431		20,769		39,646
Loss (gain) on disposal of discontinued operations, net		4,904		(78)		4,904		(15,583)
Operating Income		267,174		243,270		779,037		713,439
Depreciation and amortization		125,512		125,260		374,333		361,345
NOI of unconsolidated entities	$	392,686	$	368,530	$	1,153,370	$	1,074,784
Total consolidated and unconsolidated NOI from continuing operations	$	1,263,882	$	1,112,930	$	3,658,502	$	3,265,254
Adjustments to NOI:
NOI of discontinued unconsolidated properties		5,711		124,222		63,801		383,697
Total NOI of the Simon Property Portfolio	$	1,269,593	$	1,237,152	$	3,722,303	$	3,648,951
Change in NOI from prior period		2.6%		6.9%		2.0%		6.4%
Add: Our share of NOI from Klépierre		49,784		—		114,340		—
Less: Joint venture partner's share of NOI		221,930		296,942		685,114		887,573
Simon Property Share of NOI	$	1,097,447	$	940,210	$	3,151,529	$	2,761,378
Increase in Simon Property Share of NOI from prior period		16.7%		11.8%		14.1%		9.6%
Total NOI of the Simon Property Portfolio	$	1,269,593	$	1,237,152	$	3,722,303	$	3,648,951
NOI from non comparable properties(1)		262,594		275,545		768,259		843,300
Total NOI of comparable properties(2)	$	1,006,999	$	961,607	$	2,954,044	$	2,805,651
Increase in NOI of U.S. malls and Premium Outlets that are Comparable Properties		4.7%				5.3%

(1)

NOI excluded from Comparable Property NOI relates to community/lifestyle centers, The Mills, other properties, international properties, any of our non-retail holdings and results of our corporate and management company operations and NOI of U.S. malls and Premium Outlets not owned and operated in both periods under comparison.

(2)

Comparable properties are U.S. malls and Premium Outlets that were owned in both of the periods under comparison. Excludes lease termination income, interest income, land sale gains and the impact of significant redevelopment activities.

34

Item 3.    Qualitative and Quantitative Disclosures About Market Risk

            Sensitivity Analysis.    We disclosed a comprehensive qualitative and quantitative analysis regarding market risk in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2011 Annual Report on Form 10-K. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2011.

Item 4.    Controls and Procedures

            Evaluation of Disclosure Controls and Procedures.    We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of disclosure controls and procedures are met.

            Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective at a reasonable assurance level.

            Changes in Internal Control Over Financial Reporting.    There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

Part II — Other Information

Item 1.    Legal Proceedings

            We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is known or considered probable and the amount can be reasonably estimated.

Item 1A.    Risk Factors

            Through the period covered by this report, there were no significant changes to the Risk Factors disclosed in "Part 1: Business" of our 2011 Annual Report on Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

            During the quarter ended September 30, 2012, we issued an aggregate of 145,811 shares of common stock to limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership, as follows:

•

142,611 shares on September 25, 2012,

•

1,000 shares on August 29, 2012,

•

200 shares on July 26, 2012, and

•

2,000 shares on July 11, 2012.

            In addition, we issued 5,873,620 shares of common stock to The Melvin Simon Family Enterprises Trust in exchange for 6,526,245 units on September 25, 2012.

            In each case, the issuance of the shares of common stock was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

            There were no reportable purchases of equity securities during the quarter ended September 30, 2012.

Item 5.    Other Information

            During the quarter covered by this report, the Audit Committee of Simon Property Group, Inc.'s Board of Directors approved certain audit-related, tax compliance and tax consulting to be provided by Ernst & Young, LLP, our independent registered public accounting firm. This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

36

Item 6.    Exhibits

Exhibit Number		Exhibit Descriptions
	10.1	Underwriting Agreement, dated as of September 19, 2012, among Simon Property Group, Inc., Simon Property Group, L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Melvin Simon Family Enterprises Trust (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed by Simon Property Group, Inc. on September 21, 2012.)
	31.1	Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32	Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

37

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.

SIMON PROPERTY GROUP, INC.

/s/ STEPHEN E. STERRETT
Stephen E. Sterrett
Senior Executive Vice President and
Chief Financial Officer

Date: November 7, 2012

38

EX-31.1

QuickLinks -- Click here to rapidly navigate through this document

EX-32

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

            In connection with the Quarterly Report of Simon Property Group, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID SIMON
David Simon
Chairman of the Board of Directors and
Chief Executive Officer

Date: November 7, 2012

/s/ STEPHEN E. STERRETT
Stephen E. Sterrett
Senior Executive Vice President and
Chief Financial Officer

Date: November 7, 2012

41

QuickLinks

EXHIBIT 32

XML

Debt (Details) (USD $)	9 Months Ended	12 Months Ended	9 Months Ended	1 Months Ended		1 Months Ended		1 Months Ended		3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended		9 Months Ended		9 Months Ended
	Sep. 30, 2012 Item	Dec. 31, 2011	Sep. 30, 2012 Unsecured Debt Senior unsecured notes	Mar. 31, 2012 Unsecured Debt Senior unsecured notes 2.15%	Mar. 13, 2012 Unsecured Debt Senior unsecured notes 2.15%	Mar. 31, 2012 Unsecured Debt Senior unsecured notes 3.375%	Mar. 13, 2012 Unsecured Debt Senior unsecured notes 3.375%	Mar. 31, 2012 Unsecured Debt Senior unsecured notes 4.75%	Mar. 13, 2012 Unsecured Debt Senior unsecured notes 4.75%	Mar. 31, 2012 Unsecured Debt Term loan	Nov. 01, 2011 Unsecured Debt Term loan	Sep. 30, 2012 Unsecured Debt Credit Facility and the Supplemental Facility	Sep. 30, 2012 Unsecured Debt Credit Facility	Sep. 30, 2012 Unsecured Debt Credit Facility Euro	Jun. 30, 2012 Unsecured Debt Credit Facility Yen	Jun. 30, 2012 Unsecured Debt Supplemental Facility	Sep. 30, 2012 Unsecured Debt Supplemental Facility	Sep. 30, 2012 Unsecured Debt Supplemental Facility Yen	Sep. 30, 2012 Secured Debt note property mortgagepool	Dec. 31, 2011 Secured Debt	Sep. 30, 2012 Secured Debt Term loan	Sep. 30, 2012 Secured Debt Mortgages property	Sep. 30, 2012 Secured Debt Mortgages The Mills acquisition property
Debt
Total Mortgages and Other Indebtedness	$ 22,569,634,000	$ 18,446,440,000	$ 12,200,000,000											$ 1,200,000,000				$ 285,000,000	$ 8,000,000,000	$ 6,800,000,000			$ 2,600,000,000
Credit facility, amount outstanding													1,800,000,000				455,000,000
Available borrowing capacity												3,700,000,000
Number of credit facilities	2
Maximum amount outstanding during period												3,100,000,000
Credit facility, weighted average amount outstanding												1,800,000,000
Maximum borrowing capacity											900,000,000		4,000,000,000				2,000,000,000
Letters of credit outstanding													42,000,000
Optional expanded maximum borrowing capacity													5,000,000,000				2,500,000,000
Reference rate													LIBOR				LIBOR
Interest added to reference rate (as a percent)													1.00%				1.00%
Additional facility fee (as a percent)													0.15%				0.15%
Multi-currency tranche													2,000,000,000
Debt issued				600,000,000		600,000,000		550,000,000		160,000,000						285,000,000
Interest rate on debt (as a percent)					2.15%		3.375%		4.75%
Average interest rate (as a percent)																						3.64%
Amount of debt redeemed			231,000,000												285,000,000						735,000,000	505,300,000
Interest rate, low end of range (as a percent)			5.75%
Interest rate, high end of range (as a percent)			6.88%
Number of unencumbered properties on repayment of debt																						10
Number of properties encumbered by assumption of debt in acquisition																							9
Debt covenants
Number of non-recourse mortgage notes under which the Company and subsidiaries are borrowers																			88
Number of properties secured by non-recourse mortgage notes																			88
Number of cross-defaulted and cross-collateralized mortgage pools																			7
Total number of properties pledged as collateral for cross defaulted and cross collateralized mortgages																			34
Fair value of debt
Carrying value of fixed-rate mortgages and other indebtedness	19,800,000,000	15,900,000,000
Fair value of fixed-rate mortgages and other indebtedness	$ 22,231,000	$ 17,905,000
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages (as a percent)	3.46%	3.60%

XML

Significant Accounting Policies (Details 3) (Recurring, USD $) In Millions, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Level 1
Fair Value Measurement:
Marketable securities with Level 1 fair value inputs	$ 487.7	$ 417.0
Level 2
Fair Value Measurement:
Interest rate swap agreements and foreign currency forward contracts, gross liability balance	5.1	12.2
Interest rate swap agreements and foreign currency forward contracts, gross asset balance	$ 3.6	$ 14.9

XML

Commitments and Contingencies (Details 2) (Consolidated revenues, Concentration of credit risk, Maximum)	9 Months Ended
	Sep. 30, 2012
Consolidated revenues | Concentration of credit risk | Maximum
Concentration of Credit Risk
Percentage of consolidated revenues from a single customer or tenant	5.00%

XML

Per Share Data

9 Months Ended

Sep. 30, 2012

Per Share Data

Per Share Data

4.    Per Share Data

            We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive common shares were converted into shares at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per share.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Net Income available to Common Stockholders — Basic	$	254,921	$	274,000	$	1,115,776	$	658,532
Effect of dilutive securities:
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options		—		3		—		34
Net Income available to Common Stockholders — Diluted	$	254,921	$	274,003	$	1,115,776	$	658,566
Weighted Average Shares Outstanding — Basic		304,107,489		293,735,663		301,029,029		293,396,947
Effect of stock options		1,070		22,472		1,077		88,408
Weighted Average Shares Outstanding — Diluted		304,108,559		293,758,135		301,030,106		293,485,355

            For the nine months ended September 30, 2012, potentially dilutive securities include stock options, units that are exchangeable for common stock and long-term incentive performance, or LTIP, units granted under our long-term incentive performance programs that are convertible into units and exchangeable for common stock. The only securities that had a dilutive effect for the nine months ended September 30, 2012 and 2011 were stock options. We accrue dividends when they are declared.

XML

Per Share Data (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Per Share Data
Net Income attributable to Common Stockholders - Basic	$ 254,921	$ 274,000	$ 1,115,776	$ 658,532
Effect of dilutive securities:
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options		3		34
Net Income attributable to Common Stockholders - Diluted	$ 254,921	$ 274,003	$ 1,115,776	$ 658,566
Weighted Average Shares Outstanding - Basic	304,107,489	293,735,663	301,029,029	293,396,947
Effect of stock options (in shares)	1,070	22,472	1,077	88,408
Weighted Average Shares Outstanding - Diluted	304,108,559	293,758,135	301,030,106	293,485,355

XML

Significant Accounting Policies (Details 6) In Millions, unless otherwise specified	Sep. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2012 Interest rate swap USD ($) instrument	Dec. 31, 2011 Interest rate swap USD ($)	Sep. 30, 2012 Interest rate cap USD ($) instrument	Sep. 30, 2012 USD-Yen currency forward contract USD ($)	Sep. 30, 2012 USD-Yen currency forward contract JPY (¥)	Dec. 31, 2011 USD-Euro currency forward contract USD ($)	Dec. 31, 2011 USD-Euro currency forward contract EUR (€)
Derivative financial instruments
Number of Instruments			5		6
Notional Amount			$ 984.2		$ 443.4
Interest rate derivative at fair value, net			0.3
Interest rate derivative liability, fair value			3.9	10.0
Interest rate derivative asset, fair value			3.6
Notional amount, foreign currency derivatives (in Japanese Yen / Euro)							3,300.0		141.3
Liability balance, foreign exchange forward contracts						1.2
Asset value of forwards included in deferred costs and other assets								14.9
Gross accumulated other comprehensive income or loss related to derivative activities	$ 105.8	$ 115.8

XML

Investment in Unconsolidated Entities (Details) (USD $)	3 Months Ended		9 Months Ended				1 Months Ended			1 Months Ended		9 Months Ended			6 Months Ended			3 Months Ended	1 Months Ended	3 Months Ended		9 Months Ended	3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 09, 2011	Jan. 31, 2012 GCI	Jan. 09, 2012 GCI	Dec. 31, 2011 GCI	Mar. 31, 2012 SPG-FCM	Jan. 31, 2012 SPG-FCM	Sep. 30, 2012 SPG-FCM	Mar. 22, 2012 SPG-FCM property	Jan. 06, 2012 Del Amo Fashion Center	Sep. 30, 2012 Klepierre	May 21, 2012 Klepierre	Mar. 14, 2012 Klepierre	Sep. 30, 2012 Malls property	Jun. 30, 2011 Other Retail Property property	Sep. 30, 2012 Other Retail Property property	Mar. 31, 2012 Other Retail Property property	Sep. 30, 2011 Other Retail Property property	Dec. 31, 2011 Dissolved Joint Venture Partnership	Mar. 22, 2012 The Mills acquisition property	Sep. 30, 2012 United States joint ventures property	Dec. 31, 2011 United States joint ventures property	Sep. 30, 2012 Japan joint ventures property	Dec. 31, 2011 Japan joint ventures	Sep. 30, 2012 Mexico joint venture property	Sep. 30, 2012 South Korea joint ventures property	Dec. 31, 2011 South Korea joint ventures	Sep. 30, 2012 Malaysia joint venture property	Jan. 09, 2012 Italy property
Real Estate Joint Ventures and Investments
Number of income-producing properties																									75	87	8		1	2		1	45
Interest in income-producing properties, under joint venture arrangements (as a percent)																	28.70%
Ownership interest (as a percent)						50.00%			49.00%					50.00%	28.90%	28.90%											40.00%			50.00%
Purchase price of business acquired														$ 50,000,000
Additional Business Acquisition Percentage of Ownership Acquired														25.00%
Contribution to SPG-FCM ventures											50,000,000
Number of properties in which additional interest is acquired													26
Number of remaining unconsolidated properties													16
Cost of acquisition including assumption of debt													1,500,000,000				2,000,000,000
Debt obligation related to consolidated properties disposed of													562,100,000
Trust preferred securities retired										100,000,000
Related party debt obligations extinguished during the period										558,400,000
Mortgage indebtedness assumed													2,600,000,000
Gain due to acquisition of controlling interest												488,700,000											168,300,000
Other than temporary impairment charge												22,400,000
Estimated fair value of newly consolidated properties													4,300,000,000
Number of income-producing properties																								9
Joint venture ownership percentage																							50.00%
Number of shares owned in acquired entity															57,634,148
Quoted market price of shares owned in acquired entity (in dollars per share)															$ 35.08
Excess investment in acquisition of joint venture																	1,200,000,000
Total revenues of Klepierre															748,900,000
Operating income of Klepierre															292,200,000
Consolidated net income of Klepierre															187,100,000
Income from unconsolidated entities	37,129,000	17,120,000	96,613,000	49,561,000											4,700,000
Investment in unconsolidated entities, at equity	2,013,651,000		2,013,651,000		1,378,084,000																						341,100,000	349,500,000		60,000,000	43,800,000
Proceeds from sale of interest in joint venture							375,800,000
Gain on sale of or disposal of assets and interests in unconsolidated entities, net							28,800,000
Accumulated losses reclassified								$ 39,500,000
Number of properties disposed																		1	1	3	1	3

XML

Investment in Unconsolidated Entities (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Loans To SPG-FCM
Interest income from SPG-FCM and Mills loans, net of inter-entity eliminations	$ 2.0	$ 7.4
Base interest rate for loans to SPG-FCM and Mills	LIBOR
Basis points added to base rate for remaining loan to SPG-FCM (as a percent)	2.75%

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Significant Accounting Policies

Significant Accounting Policies

3.    Significant Accounting Policies

• Cash and Cash Equivalents

            We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents are in excess of FDIC and SIPC insurance limits.

• Marketable and Non-Marketable Securities

            Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold or refinanced.

            The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred. Net unrealized gains recorded in other comprehensive income (loss) as of September 30, 2012 and December 31, 2011 were approximately $82.3 million and $41.9 million, respectively, and represent the valuation and related currency adjustments for our marketable securities.

            Our investments in Capital Shopping Centres Group PLC, or CSCG, and Capital & Counties Properties PLC, or CAPC, are accounted for as available-for-sale securities. These investments are adjusted to their quoted market price, including a related foreign exchange component, with corresponding adjustment in other comprehensive income (loss). At September 30, 2012, we owned 35.4 million shares of CSCG and 38.9 million shares of CAPC. At September 30, 2012, the market value of our investments in CSCG and CAPC was $186.9 million and $136.9 million, respectively, with an aggregate net unrealized gain on these investments of approximately $79.4 million. The market value of our investments in CSCG and CAPC at December 31, 2011 was $170.7 million and $100.9 million, respectively, with an aggregate unrealized gain of $39.7 million. On October 23, 2012, we completed the sale of all of our investments in CSCG and CAPC for approximately $327.0 million.

            Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

            As of September 30, 2012 and December 31, 2011, we also had investments in various securities totaling $113.9 million and $24.9 million, respectively, which must be used to fund the debt service requirements of mortgage debt related to investment properties sold or refinanced. These investments, which serve as collateral for the associated debt, are classified as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold these investments to maturity.

            At September 30, 2012 and December 31, 2011, we had investments of $169.9 million and $105.1 million, respectively, in non-marketable securities that we account for under the cost method.

            We regularly evaluate our marketable and non-marketable securities for any other-than-temporary impairment using their estimated fair values. As of September 30, 2012, we do not consider any of the declines in value of our marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, have existed for a short period of time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.

• Loans Held for Investment

            From time to time, we may make investments in mortgage loans or mezzanine loans of third parties that own and operate commercial real estate assets located in the United States. Mortgage loans are secured, in part, by mortgages recorded against the underlying properties which are not owned by us. Mezzanine loans are secured, in part, by pledges of ownership interests of the entities that own the underlying real estate. Loans held for investment are carried at cost, net of any premiums or discounts which are accreted or amortized over the life of the related loan receivable utilizing the effective interest method. We evaluate the collectability of both interest and principal of each of these loans quarterly to determine whether the value has been impaired. A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the loan held for investment to its estimated realizable value.

            At December 31, 2011, we had investments in three mortgage and mezzanine loans with an aggregate carrying value of $162.8 million. In the second and third quarters of 2012, these loans were repaid in their entirety. During the nine months ended September 30, 2012 and September 30, 2011, we recorded $6.8 million and $21.0 million, respectively, in interest income earned from these loans.

            On December 9, 2011, we paid consideration of $88.8 million to acquire a 50% equity interest in two real estate developments for which we are also the construction lender. The loans primarily bear interest at 7.0% and mature in May and July 2013. At September 30, 2012 and December 31, 2011, the aggregate amount drawn on the loans was $144.8 million and $50.7 million, respectively. We consolidated these assets as of the date we acquired our equity interest and, accordingly, amounts drawn on the loans are eliminated in consolidation.

• Fair Value Measurements

            Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

            We hold marketable securities that totaled $487.7 million and $417.0 million at September 30, 2012 and December 31, 2011, respectively, and are considered to have Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $5.1 million and $12.2 million at September 30, 2012 and December 31, 2011, respectively, and a gross asset value of $3.6 million and $14.9 million at September 30, 2012 and December 31, 2011, respectively. We also have interest rate cap agreements with nominal values.

            Note 6 includes a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 5 includes a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates.

• Noncontrolling Interests and Temporary Equity

            Details of the carrying amount of our noncontrolling interests are as follows:

	As of September 30, 2012		As of December 31, 2011
Limited partners' interests in the Operating Partnership	$	980,084	$	953,622
Nonredeemable noncontrolling deficit interests in properties, net		(720)		(59,000)
Total noncontrolling interests reflected in equity	$	979,364	$	894,622

            The remaining interest in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There are no noncontrolling interests redeemable at amounts in excess of fair value.

            Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties and preferred distributions payable by the Operating Partnership) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

            A rollforward of noncontrolling interests reflected in equity is as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Noncontrolling interests, beginning of period	$	1,185,418	$	773,894	$	894,622	$	802,972
Net Income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties		47,668		52,131		222,986		135,160
Distributions to noncontrolling interest holders		(62,149)		(25,080)		(181,354)		(145,466)
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on derivative hedge agreements		1,327		(16,096)		2,333		(19,290)
Net loss on derivative instruments reclassified from accumulated comprehensive loss into interest expense		517		704		2,233		2,022
Currency translation adjustments		2,716		(4,344)		(717)		884
Changes in available-for-sale securities and other		902		(10,746)		4,721		(6,069)
		5,462		(30,482)		8,570		(22,453)
Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership		(38,715)		(4,117)		117,584		(10,702)
Units issued to limited partners		—		—		—		202
Units exchanged for common shares		(129,783)		(3,236)		(133,801)		(9,159)
Units redeemed		(38,904)		—		(38,904)		—
Purchase of noncontrolling interest and other		10,367		107,576		89,661		120,132
Noncontrolling interests, end of period	$	979,364	$	870,686	$	979,364	$	870,686

• Derivative Financial Instruments

            We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there was no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria, including borrowings in a foreign currency, as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

            As of September 30, 2012, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Swaps		5	$984.2 million
Interest Rate Caps		6	$443.4 million

            The carrying value of our interest rate swap agreements, at fair value as of September 30, 2012, is a net liability balance of $0.3 million, of which $3.9 million is included in other liabilities and $3.6 million is included in deferred costs and other assets. The December 31, 2011 carrying value was a liability balance of $10.0 million and is included in other liabilities. The interest rate cap agreements were of nominal value at September 30, 2012 and December 31, 2011 and we generally do not apply hedge accounting to these arrangements.

            We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. Approximately ¥3.3 billion remains as of September 30, 2012 for all forward contracts that we expect to receive through January 5, 2015. The September 30, 2012 liability balance related to these forward contracts was $1.2 million and is included in other liabilities. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts.

            In 2011, we entered into a Euro:USD forward contract with a €141.3 million notional value which was designated as a net investment hedge. The December 31, 2011 asset balance related to this forward was $14.9 million and is included in deferred costs and other assets. We applied hedge accounting and the change in fair value for this Euro forward contract were reflected in other comprehensive income. Changes in the value of this hedge were offset by changes in the underlying hedged Euro-denominated joint venture investment. In connection with the sale of our interest in Gallerie Commerciali Italia, S.p.A., or GCI, as further discussed in Note 5, this hedge was terminated in January 2012.

            The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $105.8 million and $115.8 million as of September 30, 2012 and December 31, 2011, respectively.

XML

Investment in Unconsolidated Entities (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 31, 2010
Assets:
Investment properties at cost	$ 34,366,668		$ 34,366,668		$ 29,657,046
Less - accumulated depreciation	9,101,007		9,101,007		8,388,130
Investment properties, net	25,265,661		25,265,661		21,268,916
Cash and cash equivalents	452,712	575,817	452,712	575,817	798,650	796,718
Tenant receivables and accrued revenue, net	456,397		456,397		486,731
Investment in unconsolidated entities, at equity	2,013,651		2,013,651		1,378,084
Deferred costs and other assets	1,844,428		1,844,428		1,633,544
Total assets	31,977,977		31,977,977		26,216,925
Liabilities and Partners' (Deficit) Equity:
Mortgages and other indebtedness	22,569,634		22,569,634		18,446,440
Accounts payable, accrued expenses, intangibles, and deferred revenues	1,204,438		1,204,438		1,091,712
Other liabilities	300,388		300,388		170,971
Total liabilities	24,802,930		24,802,930		20,404,692
Total liabilities and equity	31,977,977		31,977,977		26,216,925
Revenue:
Minimum rent	759,039	664,724	2,207,334	1,958,626
Overage rent	51,170	36,653	110,277	75,774
Tenant reimbursements	342,443	294,305	979,300	861,352
Other income	43,671	47,429	145,813	146,341
Total revenue	1,228,617	1,074,360	3,535,652	3,135,094
Operating Expenses:
Property operating	132,378	122,446	353,136	331,013
Depreciation and amortization	310,244	260,802	907,217	788,410
Real estate taxes	105,694	87,264	311,173	273,952
Repairs and maintenance	26,556	24,465	78,862	79,957
Advertising and promotion	28,114	25,773	77,762	72,619
(Recovery of)/Provision for credit losses	(1,180)	1,501	5,271	3,180
Other	24,637	23,012	66,510	61,254
Total operating expenses	667,665	590,762	1,937,737	1,733,034
Operating Income	560,952	483,598	1,597,915	1,402,060
Interest expense	(288,896)	(244,384)	(835,532)	(737,018)
Income (loss) from unconsolidated entities	37,129	17,120	96,613	49,561
Real Estate joint ventures
Assets:
Investment properties at cost	14,128,861		14,128,861		20,481,657
Less - accumulated depreciation	4,680,199		4,680,199		5,264,565
Investment properties, net	9,448,662		9,448,662		15,217,092
Cash and cash equivalents	554,116		554,116		806,895
Tenant receivables and accrued revenue, net	235,507		235,507		359,208
Investment in unconsolidated entities, at equity	39,539		39,539		133,576
Deferred costs and other assets	352,392		352,392		526,101
Total assets	10,630,216		10,630,216		17,042,872
Liabilities and Partners' (Deficit) Equity:
Mortgages and other indebtedness	11,106,661		11,106,661		15,582,321
Accounts payable, accrued expenses, intangibles, and deferred revenues	607,805		607,805		775,733
Other liabilities	326,564		326,564		981,711
Total liabilities	12,041,030		12,041,030		17,339,765
Preferred units	67,450		67,450		67,450
Partners' (deficit) equity	(1,478,264)		(1,478,264)		(364,343)
Total liabilities and equity	10,630,216		10,630,216		17,042,872
Our Share of:
Partners' (deficit) equity	(675,359)		(675,359)		(32,000)
Add: Excess Investment	1,960,540		1,960,540		714,515
Our net Investment in Unconsolidated Entities, at equity	1,285,181		1,285,181		682,515
Revenue:
Minimum rent	370,183	356,155	1,091,701	1,046,992
Overage rent	44,002	36,923	128,622	94,114
Tenant reimbursements	176,544	169,911	508,698	490,276
Other income	34,754	36,041	121,686	107,449
Total revenue	625,483	599,030	1,850,707	1,738,831
Operating Expenses:
Property operating	125,162	123,506	351,963	339,699
Depreciation and amortization	125,512	125,260	374,333	361,345
Real estate taxes	45,068	40,897	132,618	127,831
Repairs and maintenance	15,418	14,954	45,269	46,005
Advertising and promotion	11,706	12,632	39,600	37,123
(Recovery of)/Provision for credit losses	(646)	1,411	(247)	3,624
Other	36,089	37,100	128,134	109,765
Total operating expenses	358,309	355,760	1,071,670	1,025,392
Operating Income	267,174	243,270	779,037	713,439
Interest expense	(148,891)	(149,839)	(451,581)	(441,396)
Income (loss) from unconsolidated entities	(316)	(596)	(947)	(1,054)
Net Income from continuing operations	117,967	92,835	326,509	270,989
Loss from operations of discontinued joint venture interests	(1,978)	(17,431)	(20,769)	(39,646)
(Loss) gain on disposal or sale of discontinued operations, net	(4,904)	78	(4,904)	15,583
Net Income	111,085	75,482	300,836	246,926
Third-Party Investors' Share of Net Income	66,308	45,271	163,108	151,741
Our Share of Net Income	44,777	30,211	137,728	95,185
Amortization of Excess Investment	(21,726)	(13,052)	(55,059)	(37,832)
Our Share of Loss (Gain) on Sale or Disposal of Assets and Interests in Unconsolidated Entities, net	9,245	(39)	9,245	(7,792)
Income from unconsolidated entities	$ 32,296	$ 17,120	$ 91,914	$ 49,561
Real Estate joint ventures | Maximum
Our Share of:
Amortization period			40 years

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
ASSETS:
Investment properties at cost	$ 34,366,668	$ 29,657,046
Less - accumulated depreciation	9,101,007	8,388,130
Investment properties, net	25,265,661	21,268,916
Cash and cash equivalents	452,712	798,650
Tenant receivables and accrued revenue, net	456,397	486,731
Investment in unconsolidated entities, at equity	2,013,651	1,378,084
Investment in Klepierre, at equity	1,945,128
Deferred costs and other assets	1,844,428	1,633,544
Notes receivable from related party		651,000
Total assets	31,977,977	26,216,925
LIABILITIES:
Mortgages and other indebtedness	22,569,634	18,446,440
Accounts payable, accrued expenses, intangibles, and deferred revenues	1,204,438	1,091,712
Cash distributions and losses in partnerships and joint ventures, at equity	728,470	695,569
Other liabilities	300,388	170,971
Total liabilities	24,802,930	20,404,692
Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties	354,006	267,945
Capital stock (850,000,000 total shares authorized, $ 0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding with a liquidation value of $ 39,847	44,801	45,047
Capital in excess of par value	9,054,730	8,103,133
Accumulated deficit	(3,057,328)	(3,251,740)
Accumulated other comprehensive loss	(64,776)	(94,263)
Common stock held in treasury at cost, 3,762,595 and 3,877,448 shares, respectively	(135,781)	(152,541)
Total stockholders' equity	5,841,677	4,649,666
Noncontrolling interests	979,364	894,622
Total equity	6,821,041	5,544,288
Total liabilities and equity	31,977,977	26,216,925
Common stock
Capital stock (850,000,000 total shares authorized, $ 0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Common stock	31	30
Class B common stock
Capital stock (850,000,000 total shares authorized, $ 0.0001 par value, 238,000,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Common stock

XML

Organization

9 Months Ended

Sep. 30, 2012

Organization

Organization

1.    Organization

            Simon Property Group, Inc., or Simon Property, is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code, as amended. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute in excess of 100% of their taxable income. 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 these condensed notes to the unaudited consolidated financial statements, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and its subsidiaries.

            We own, develop and manage retail real estate properties, which consist primarily of malls, Premium Outlets®, The Mills®, and community/lifestyle centers. As of September 30, 2012, we owned or held an interest in 320 income-producing properties in the United States, which consisted of 160 malls, 60 Premium Outlets, 68 community/lifestyle centers, 13 Mills and 19 other shopping centers or outlet centers in 41 states and Puerto Rico. Internationally, as of September 30, 2012, we had ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. Additionally, as of September 30, 2012, we owned a 28.9% equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, more than 260 shopping centers located in 13 countries in Europe.

XML

Equity (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Increase (decrease) in equity
Balance, at beginning of period			$ 5,544,288
Public offering of common stock			1,213,741
Redemption of limited partner units			(248,000)
Other			21,137
Purchase of noncontrolling interest	(4,667)		(4,667)
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests			(1,084,510)
Distributions to other noncontrolling interest partners			(270)
Comprehensive income, excluding $1436 attributable to preferred interests in the Operating Partnership and $6435 attributable to noncontrolling redeemable interests in properties in temporary equity			1,379,322
Balance, at end of period	6,821,041		6,821,041
Comprehensive income attributable to noncontrolling interests	56,077	28,464	239,427	120,481
Preferred Stock
Increase (decrease) in equity
Balance, at beginning of period			45,047
Other			(246)
Balance, at end of period	44,801		44,801
Comprehensive income attributable to preferred interests			1,436
Common Stock
Increase (decrease) in equity
Balance, at beginning of period			30
Public offering of common stock			1
Balance, at end of period	31		31
Accumulated Other Comprehensive Income
Increase (decrease) in equity
Balance, at beginning of period			(94,263)
Comprehensive income, excluding $1436 attributable to preferred interests in the Operating Partnership and $6435 attributable to noncontrolling redeemable interests in properties in temporary equity			29,487
Balance, at end of period	(64,776)		(64,776)
Capital in Excess of Par Value
Increase (decrease) in equity
Balance, at beginning of period			8,103,133
Exchange of limited partner units for common shares			133,801
Public offering of common stock			1,213,740
Redemption of limited partner units			(209,096)
Other			(6,038)
Purchase of noncontrolling interest	(63,226)		(63,226)
Adjustment to limited partners' interest from increased ownership in the Operating Partnership			(117,584)
Balance, at end of period	9,054,730		9,054,730
Accumulated Deficit
Increase (decrease) in equity
Balance, at beginning of period			(3,251,740)
Other			(20,441)
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests			(903,426)
Comprehensive income, excluding $1436 attributable to preferred interests in the Operating Partnership and $6435 attributable to noncontrolling redeemable interests in properties in temporary equity			1,118,279
Balance, at end of period	(3,057,328)		(3,057,328)
Common Stock Held in Treasury
Increase (decrease) in equity
Balance, at beginning of period			(152,541)
Other			16,760
Balance, at end of period	(135,781)		(135,781)
Noncontrolling interests
Increase (decrease) in equity
Balance, at beginning of period	1,185,418	773,894	894,622	802,972
Exchange of limited partner units for common shares	(129,783)	(3,236)	(133,801)	(9,159)
Redemption of limited partner units			(38,904)
Other			31,102
Purchase of noncontrolling interest	58,559		58,559
Adjustment to limited partners' interest from increased ownership in the Operating Partnership			117,584
Distributions to common shareholders and limited partners, excluding Operating Partnership preferred interests			(181,084)
Distributions to other noncontrolling interest partners			(270)
Comprehensive income, excluding $1436 attributable to preferred interests in the Operating Partnership and $6435 attributable to noncontrolling redeemable interests in properties in temporary equity			231,556
Balance, at end of period	979,364	870,686	979,364	870,686
Comprehensive income attributable to noncontrolling interests			$ 6,435

XML

Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2012 property	Sep. 30, 2011	Dec. 31, 2011
Properties:
Wholly owned properties included in consolidation	226
Partially owned properties included in consolidation	19
Total number of joint venture properties	87
Number of joint venture properties managed by the entity	72
Number of International joint venture properties	12
Number of joint venture properties managed by others	15
Ownership interest:
Weighted average ownership percentage in the Operating Partnership	83.30%	82.90%
Ownership percentage in the Operating Partnership	85.50%		82.80%

XML

Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended
	May 31, 2010	Sep. 30, 2012 Joint Venture Mortgage and Indebtedness	Dec. 31, 2011 Joint Venture Mortgage and Indebtedness
Commitments and Contingencies
Insurance proceeds	$ 50
Minimum insurance coverage	50
Additional insurance proceeds	150
Guarantees of Joint Venture Indebtedness:
Loan guarantee		$ 99.0	$ 30.2

XML

Significant Accounting Policies (Details 2) (USD $) In Millions, unless otherwise specified	1 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2011 property	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011 Item	Dec. 09, 2011
Loans Held for Investment
Mortgage and mezzanine loans on real estate, number of loans				3
Aggregate carrying values of mortgages and mezzanine loans	$ 162.8			$ 162.8
Interest income on loans held for investment		6.8	21.0
Consideration paid for equity interest	88.8
Ownership interest (as a percent)					50.00%
Equity interest, number of real estate developments acquired	2
Interest rate (as a percent)	7.00%
Aggregate amount drawn on the loans	$ 50.7	$ 144.8		$ 50.7

XML

Basis of Presentation

9 Months Ended

Sep. 30, 2012

Basis of Presentation

Basis of Presentation

2.    Basis of Presentation

            The accompanying unaudited consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant intercompany amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended September 30, 2012, are not necessarily indicative of the results to be expected for the full year.

            These consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2011 Annual Report on Form 10-K.

            As of September 30, 2012, we consolidated 226 wholly-owned properties and 19 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for the remaining 87 properties, or the joint venture properties, as well as our investment in Klépierre, using the equity method of accounting, as we have determined we have significant influence over their operations. We manage the day-to-day operations of 72 of the 87 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, South Korea, Malaysia, and Mexico comprise 12 of the remaining 15 joint venture properties. The international properties are managed locally by joint ventures in which we share oversight responsibility with our partner.

            We allocate net operating results of the Operating Partnership after preferred distributions to third parties and to us based on the partners' respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributed to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in the Operating Partnership was 83.3% and 82.9% for the nine months ended September 30, 2012 and 2011, respectively. As of September 30, 2012 and December 31, 2011, our ownership interest in the Operating Partnership was 85.5% and 82.8%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in the Operating Partnership.

            Preferred distributions of the Operating Partnership are accrued at declaration and represent distributions on outstanding preferred units of partnership interests held by limited partners, or preferred units, and are included in net income attributable to noncontrolling interests.

• Reclassifications

            We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2012 presentation. These reclassifications had no impact on previously reported net income attributable to common stockholders or earnings per share.

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011
Capital stock, total shares authorized	850,000,000	850,000,000
Capital stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Capital stock, shares of excess common stock	238,000,000	238,000,000
Capital stock, authorized shares of preferred stock	100,000,000	100,000,000
Preferred stock stated dividend rate percentage (as a percent)	8.375%	8.375%
Series J 8 3/8% cumulative redeemable preferred stock, shares authorized	1,000,000	1,000,000
Series J 8 3/8% cumulative redeemable preferred stock, shares issued	796,948	796,948
Series J 8 3/8% cumulative redeemable preferred stock, shares outstanding	796,948	796,948
Series J 8 3/8% cumulative redeemable preferred stock, liquidation value (in dollars)	$ 39,847	$ 39,847
Common stock held in treasury, shares	3,762,595	3,877,448
Common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	511,990,000	511,990,000
Common stock, shares issued	313,103,803	297,725,698
Common stock, shares outstanding	313,103,803	297,725,698
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000	10,000
Common stock, shares issued	8,000	8,000
Common stock, shares outstanding	8,000	8,000

XML

Per Share Data (Tables)

9 Months Ended

Sep. 30, 2012

Per Share Data

Schedule of computation of basic and diluted earnings per share

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Net Income available to Common Stockholders — Basic	$	254,921	$	274,000	$	1,115,776	$	658,532
Effect of dilutive securities:
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options		—		3		—		34
Net Income available to Common Stockholders — Diluted	$	254,921	$	274,003	$	1,115,776	$	658,566
Weighted Average Shares Outstanding — Basic		304,107,489		293,735,663		301,029,029		293,396,947
Effect of stock options		1,070		22,472		1,077		88,408
Weighted Average Shares Outstanding — Diluted		304,108,559		293,758,135		301,030,106		293,485,355

XML

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2012
Entity Registrant Name	SIMON PROPERTY GROUP INC /DE/
Entity Central Index Key	0001063761
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Common stock
Entity Common Stock, Shares Outstanding	309,341,208
Entity Listing, Par Value Per Share	0.0001
Class B common stock
Entity Common Stock, Shares Outstanding	8,000
Entity Listing, Par Value Per Share	0.0001

XML

Investment in Unconsolidated Entities (Tables)

9 Months Ended

Sep. 30, 2012

Investment in Unconsolidated Entities

Summary of investments in joint ventures and share of income from such joint ventures, balance sheet

	September 30, 2012		December 31, 2011
BALANCE SHEETS
Assets:
Investment properties, at cost	$	14,128,861	$	20,481,657
Less — accumulated depreciation		4,680,199		5,264,565
		9,448,662		15,217,092
Cash and cash equivalents		554,116		806,895
Tenant receivables and accrued revenue, net		235,507		359,208
Investment in unconsolidated entities, at equity		39,539		133,576
Deferred costs and other assets		352,392		526,101
Total assets	$	10,630,216	$	17,042,872
Liabilities and Partners' Deficit:
Mortgages and other indebtedness	$	11,106,661	$	15,582,321
Accounts payable, accrued expenses, intangibles, and deferred revenue		607,805		775,733
Other liabilities		326,564		981,711
Total liabilities		12,041,030		17,339,765
Preferred units		67,450		67,450
Partners' deficit		(1,478,264)		(364,343)
Total liabilities and partners' deficit	$	10,630,216	$	17,042,872
Our Share of:
Partners' deficit	$	(675,359)	$	(32,000)
Add: Excess Investment		1,960,540		714,515
Our net Investment in Unconsolidated Entities, at equity	$	1,285,181	$	682,515

Summary of investments in joint ventures and share of income from such joint ventures, statements of operations

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
STATEMENTS OF OPERATIONS
Revenue:
Minimum rent	$	370,183	$	356,155	$	1,091,701	$	1,046,992
Overage rent		44,002		36,923		128,622		94,114
Tenant reimbursements		176,544		169,911		508,698		490,276
Other income		34,754		36,041		121,686		107,449
Total revenue		625,483		599,030		1,850,707		1,738,831
Operating Expenses:
Property operating		125,162		123,506		351,963		339,699
Depreciation and amortization		125,512		125,260		374,333		361,345
Real estate taxes		45,068		40,897		132,618		127,831
Repairs and maintenance		15,418		14,954		45,269		46,005
Advertising and promotion		11,706		12,632		39,600		37,123
(Recovery of) provision for credit losses		(646)		1,411		(247)		3,624
Other		36,089		37,100		128,134		109,765
Total operating expenses		358,309		355,760		1,071,670		1,025,392
Operating Income		267,174		243,270		779,037		713,439
Interest expense		(148,891)		(149,839)		(451,581)		(441,396)
Loss from unconsolidated entities		(316)		(596)		(947)		(1,054)
Income from Continuing Operations		117,967		92,835		326,509		270,989
Loss from operations of discontinued joint venture interests		(1,978)		(17,431)		(20,769)		(39,646)
(Loss) Gain on disposal of discontinued operations, net		(4,904)		78		(4,904)		15,583
Net Income	$	111,085	$	75,482	$	300,836	$	246,926
Third-Party Investors' Share of Net Income	$	66,308	$	45,271	$	163,108	$	151,741
Our Share of Net Income		44,777		30,211		137,728		95,185
Amortization of Excess Investment		(21,726)		(13,052)		(55,059)		(37,832)
Our Share of Loss (Gain) on Sale or Disposal of Assets and Interests in Unconsolidated Entities, net		9,245		(39)		9,245		(7,792)
Income from Unconsolidated Entities	$	32,296	$	17,120	$	91,914	$	49,561

XML

Consolidated Statements of Operations and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
REVENUE:
Minimum rent	$ 759,039	$ 664,724	$ 2,207,334	$ 1,958,626
Overage rent	51,170	36,653	110,277	75,774
Tenant reimbursements	342,443	294,305	979,300	861,352
Management fees and other revenues	32,294	31,249	92,928	93,001
Other income	43,671	47,429	145,813	146,341
Total revenue	1,228,617	1,074,360	3,535,652	3,135,094
EXPENSES:
Property operating	132,378	122,446	353,136	331,013
Depreciation and amortization	310,244	260,802	907,217	788,410
Real estate taxes	105,694	87,264	311,173	273,952
Repairs and maintenance	26,556	24,465	78,862	79,957
Advertising and promotion	28,114	25,773	77,762	72,619
(Recovery of) provision for credit losses	(1,180)	1,501	5,271	3,180
Home and regional office costs	27,057	30,525	95,019	91,035
General and administrative	14,165	14,974	42,787	31,614
Other	24,637	23,012	66,510	61,254
Total operating expenses	667,665	590,762	1,937,737	1,733,034
OPERATING INCOME	560,952	483,598	1,597,915	1,402,060
Interest expense	(288,896)	(244,384)	(835,532)	(737,018)
Income tax benefit (expense) of taxable REIT subsidiaries	97	(860)	(1,786)	(2,706)
Income from unconsolidated entities	37,129	17,120	96,613	49,561
(Loss) gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net	(2,911)	78,307	491,926	92,072
CONSOLIDATED NET INCOME	306,371	333,781	1,349,136	803,969
Net income attributable to noncontrolling interests	50,616	58,947	230,857	142,934
Preferred dividends	834	834	2,503	2,503
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	254,921	274,000	1,115,776	658,532
BASIC EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders (in dollars per share)	$ 0.84	$ 0.93	$ 3.71	$ 2.24
DILUTED EARNINGS PER COMMON SHARE:
Net income attributable to common stockholders (in dollars per share)	$ 0.84	$ 0.93	$ 3.71	$ 2.24
Consolidated Net Income	306,371	333,781	1,349,136	803,969
Unrealized loss on derivative hedge agreements	(8,555)	(93,257)	(5,450)	(112,280)
Net loss on derivative instruments reclassified from accumulated other comprehensive income into interest expense	5,187	4,024	15,440	11,792
Currency translation adjustments	9,138	(25,327)	(12,374)	5,326
Changes in available-for-sale securities and other	16,573	(63,779)	40,442	(35,825)
Comprehensive income	328,714	155,442	1,387,194	672,982
Comprehensive income attributable to noncontrolling interests	56,077	28,464	239,427	120,481
Comprehensive income attributable to common stockholders	$ 272,637	$ 126,978	$ 1,147,767	$ 552,501

XML

Equity

9 Months Ended

Sep. 30, 2012

Equity

Equity

7.    Equity

            During the nine months ended September 30, 2012, we issued 366,920 shares of common stock to 20 limited partners of the Operating Partnership in exchange for an equal number of units pursuant to the partnership agreement of the Operating Partnership.

            In addition, we issued 5,873,620 shares of common stock to The Melvin Simon Family Enterprises Trust in exchange for 6,526,245 units on September 25, 2012.

            On March 14, 2012, we issued 9,137,500 shares of common stock in a public offering at a price of $137.00 per share. Proceeds of $1.2 billion from the offering, net of issue costs, were used to fund a portion of the acquisition cost of our equity stake in Klépierre and the Mills transaction.

            On July 20, 2012, the Operating Partnership redeemed 2,000,000 units from a limited partner for $124.00 per unit in cash.

• Stock Based Compensation

            The Compensation Committee of our Board of Directors, or the Compensation Committee, awarded 12,034 shares of restricted stock to employees on March 5, 2012 and March 14, 2012 under The Simon Property Group, L.P. 1998 Stock Incentive Plan, or the Plan, at a fair market value of $138.41 per share and $141.12 per share, respectively. On June 1, 2012, our non-employee Directors were awarded 4,094 shares of restricted stock under the Plan at a fair market value of $143.51 per share as a result of their re-election to our Board. The fair market value of the restricted stock awarded on March 5, 2012 and March 14, 2012 is being recognized as expense over the three-year vesting service period. The fair market value of the restricted stock awarded on June 1, 2012 to our non-employee Directors is being recognized as expense over the one-year vesting service period.

            On March 16, 2010, the Compensation Committee of our Board approved three long-term incentive performance programs, or the 2010 LTIP programs, for certain senior executive officers. Awards under the 2010 LTIP programs take the form of LTIP units, a form of limited partnership interest issued by the Operating Partnership. During the performance period, participants are entitled to receive on the LTIP units awarded to them distributions equal to 10% of the regular quarterly distributions paid on a unit of the Operating Partnership. As a result, we account for these LTIP units as participating securities under the two-class method of computing earnings per share. Awarded LTIP units will be considered earned, in whole or in part, depending upon the extent to which the applicable total shareholder return, or TSR, benchmarks, as defined, are achieved during the performance period and, once earned, will become the equivalent of units after a two year service-based vesting period, beginning after the end of the performance period. Awarded LTIP units not earned are forfeited.

            The 2010 LTIP programs have one, two and three year performance periods, which end on December 31, 2010, 2011 and 2012, respectively. During July 2011, the Compensation Committee approved a three-year long-term incentive performance program, or the 2011-2013 LTIP program, and awarded LTIP units to certain senior executive officers. The 2011-2013 LTIP program has a three year performance period ending on December 31, 2013. During March 2012, the Compensation Committee approved a three-year long-term incentive performance program, or the 2012-2014 LTIP program, and awarded LTIP units to certain senior executive officers. The 2012-2014 LTIP program has a three year performance period ending December 31, 2014. After the end of each performance period, any earned LTIP units will then be subject to service-based vesting over a period of two years. One-half of the earned LTIP units will vest on January 1 of each of the second and third years following the end of the applicable performance period, subject to the participant maintaining employment with us through those dates.

            The 2010 LTIP program awards have an aggregate grant date fair value, adjusted for estimated forfeitures, of $7.2 million for the one-year program, $14.8 million for the two-year program and $23.0 million for the three-year program. The 2011-2013 LTIP program awards have an aggregate grant date fair value of $35.0 million, adjusted for estimated forfeitures. The 2012-2014 LTIP program awards have an aggregate grant date fair value of $35.0 million, adjusted for estimated forfeitures. Grant date fair values were estimated based upon the results of a Monte Carlo model, and the resulting expense will be recorded regardless of whether the TSR benchmarks are achieved. The grant date fair values are being amortized into expense over the period from the grant date to the date at which the awards, if any, become vested. In 2011, the Compensation Committee determined that 133,673 LTIP units were earned under the one-year 2010 LTIP program and, pursuant to the award agreements, will vest in two equal installments in 2012 and 2013. In the first quarter of 2012, the Compensation Committee determined that 337,006 LTIP units were earned under the two-year 2010 LTIP program and, pursuant to the award agreements, will vest in two equal installments in 2013 and 2014.

            On July 6, 2011, in connection with the execution of an employment agreement, the Compensation Committee granted David Simon, our Chairman and CEO, a retention award in the form of 1,000,000 LTIP units. The award vests in one-third increments on July 5^th of 2017, 2018 and 2019, subject to continued employment. The grant date fair value of the retention award was $120.3 million which is being recognized as expense over the eight-year term of his employment agreement on a straight-line basis.

• Changes in Equity

            The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to common stockholders and equity attributable to noncontrolling interests:

	Preferred Stock		Common Stock		Accumulated Other Comprehensive Income (Loss)		Capital in Excess of Par Value		Accumulated Deficit		Common Stock Held in Treasury		Noncontrolling interests		Total Equity
January 1, 2012	$	45,047	$	30	$	(94,263)	$	8,103,133	$	(3,251,740)	$	(152,541)	$	894,622	$	5,544,288
Exchange of limited partner units for common shares								133,801						(133,801)		—
Public offering of common stock				1				1,213,740								1,213,741
Issuance of limited partner units																—
Redemption of limited partner units								(209,096)						(38,904)		(248,000)
Other		(246)						(6,038)		(20,441)		16,760		31,102		21,137
Purchase of noncontrolling interest								(63,226)						58,559		(4,667)
Adjustment to limited partners' interest from increased ownership in the Operating Partnership								(117,584)						117,584		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(903,426)				(181,084)		(1,084,510)
Distributions to other noncontrolling interest partners														(270)		(270)
Comprehensive income, excluding $1,436 attributable to preferred interests in the Operating Partnership and $6,435 attributable to noncontrolling redeemable interests in properties in temporary equity						29,487				1,118,279				231,556		1,379,322
September 30, 2012	$	44,801	$	31	$	(64,776)	$	9,054,730	$	(3,057,328)	$	(135,781)	$	979,364	$	6,821,041

XML

Debt

9 Months Ended

Sep. 30, 2012

Debt

Debt

6.    Debt

• Unsecured Debt

            At September 30, 2012, our unsecured debt consisted of $12.2 billion of senior unsecured notes of the Operating Partnership, $1.8 billion outstanding under our $4.0 billion unsecured revolving credit facility, or Credit Facility, and $455.0 million outstanding under our $2.0 billion supplemental unsecured revolving credit facility, or Supplemental Facility. The September 30, 2012 balance on the Credit Facility included $1.2 billion (U.S. dollar equivalent) of Euro-denominated borrowings and $285.0 million (U.S. dollar equivalent) of the balance on the Supplemental Facility on such date consisted of Yen-denominated borrowings, both of which are designated as net investment hedges of our international investments.

            On September 30, 2012, we had an aggregate available borrowing capacity of $3.7 billion under the two credit facilities. The maximum outstanding balance of the credit facilities during the nine months ended September 30, 2012 was $3.1 billion and the weighted average outstanding balance was $1.8 billion. Letters of credit of $42.0 million were outstanding under the Credit Facility as of September 30, 2012.

            The Credit Facility's initial borrowing capacity of $4.0 billion can be increased at our option to $5.0 billion during its term. The Credit Facility will initially mature on October 30, 2015 and can be extended for an additional year at our sole option. The base interest rate on the Credit Facility is LIBOR plus 100 basis points with an additional facility fee of 15 basis points. In addition, the Credit Facility provides for a money market competitive bid option program that allows us to hold auctions to achieve lower pricing for short-term borrowings. The Credit Facility also includes a $2.0 billion multi-currency tranche.

            On June 1, 2012, we entered into a Supplemental Facility with an initial borrowing capacity of $2.0 billion which can be increased at our option to $2.5 billion during its term. The Supplemental Facility will initially mature on June 30, 2016 and can be extended for an additional year at our sole option. The base interest rate on the Supplemental Facility is LIBOR plus 100 basis points with an additional facility fee of 15 basis points. Like the Credit Facility, the Supplemental Facility provides for a money market competitive bid option program and allows for multi-currency borrowings. During the second quarter of 2012, we moved $285.0 million (USD equivalent) of yen-denominated borrowings from the Credit Facility to the Supplemental Facility.

            On March 13, 2012, the Operating Partnership issued $600.0 million of senior unsecured notes at a fixed interest rate of 2.15% with a maturity date of September 2017, $600.0 million of senior unsecured notes at a fixed interest rate of 3.375% with a maturity date of March 2022, and $550.0 million of senior unsecured notes at a fixed interest rate of 4.75% with a maturity date of March 2042. Proceeds from the unsecured notes offerings were used to fund a portion of the cost of the acquisition of our equity stake in Klépierre and the Mills transaction.

            During the nine months ended September 30, 2012, we redeemed at par $231.0 million of senior unsecured notes with fixed rates ranging from 5.75% to 6.88%.

            On November 1, 2011, we entered into a $900.0 million unsecured term loan. We drew $160.0 million on the term loan in the first quarter of 2012. In the second quarter of 2012, we repaid the outstanding balance in full and terminated the term loan.

• Secured Debt

            Total secured indebtedness was $8.0 billion and $6.8 billion at September 30, 2012 and December 31, 2011, respectively. During the nine months ended September 30, 2012, we repaid $505.3 million in mortgage loans with a weighted average interest rate of 3.64%, unencumbering ten properties, and repaid the outstanding balance of a $735.0 million secured term loan in full.

            As a result of the acquisition of additional interests in properties in the Mills transaction in March 2012, as further discussed in Note 5, we consolidated nine properties encumbered by property-level mortgage debt totaling $2.6 billion. This property-level mortgage debt was previously presented as debt of our unconsolidated entities. We and our joint venture partner had equal ownership in these properties prior to the transaction.

• Covenants

            Our unsecured debt agreements contain financial covenants and other non-financial covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of September 30, 2012, we are in compliance with all covenants of our unsecured debt.

            At September 30, 2012, we or our subsidiaries are the borrowers under 88 non-recourse mortgage notes secured by mortgages on 88 properties, including seven separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 34 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At September 30, 2012, the applicable borrowers under these non-recourse mortgage notes were in compliance with all covenants where non-compliance individually, or giving effect to applicable cross-default provisions in the aggregate, could have a material adverse effect on our financial condition, results of operations or cash flows.

• Fair Value of Debt

            The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows discounted at current market rates. We estimate the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The book value of our consolidated fixed-rate mortgages and other indebtedness was $19.8 billion and $15.9 billion as of September 30, 2012 and December 31, 2011, respectively. The fair values of these financial instruments and the related discount rate assumptions as of September 30, 2012 and December 31, 2011 are summarized as follows:

	September 30, 2012		December 31, 2011
Fair value of fixed-rate mortgages and other indebtedness	$	22,231	$17,905
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.46%	3.60%

XML

Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	9 Months Ended	12 Months Ended
	Oct. 23, 2012	Sep. 30, 2012	Dec. 31, 2011
Marketable and Non-Marketable Securities
Net unrealized gains (losses) recorded in other comprehensive income (loss)		$ 82.3	$ 41.9
Value of non-marketable security accounted for under the cost method		169.9	105.1
Available for sale securities | Securities in captive insurance subsidiary portfolio | Minimum
Marketable and Non-Marketable Securities
Investment maturity period		1 year
Available for sale securities | Securities in captive insurance subsidiary portfolio | Maximum
Marketable and Non-Marketable Securities
Investment maturity period		10 years
Available for sale securities | Original investment de-merged into CSCG and CAPC
Marketable and Non-Marketable Securities
Aggregate unrealized gain (loss) on available-for-sale investments, net		79.4	39.7
Proceeds from sale of available-for-sale securities	327.0
Available for sale securities | CSCG
Marketable and Non-Marketable Securities
Number of shares owned		35.4
Carrying value of investment		186.9	170.7
Available for sale securities | CAPC
Marketable and Non-Marketable Securities
Number of shares owned		38.9
Carrying value of investment		136.9	100.9
Held-to-maturity securities
Marketable and Non-Marketable Securities
Investments used to fund debt service requirements		$ 113.9	$ 24.9

XML

Debt (Tables)

9 Months Ended

Sep. 30, 2012

Debt

Schedule of fair value of fixed rate mortgages and the related discount rate assumptions

	September 30, 2012		December 31, 2011
Fair value of fixed-rate mortgages and other indebtedness	$	22,231	$17,905
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages		3.46%	3.60%

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Significant Accounting Policies

Cash and Cash Equivalents

• Cash and Cash Equivalents

            We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents are in excess of FDIC and SIPC insurance limits.

Marketable and Non-Marketable Securities

• Marketable and Non-Marketable Securities

            Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold or refinanced.

            The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred. Net unrealized gains recorded in other comprehensive income (loss) as of September 30, 2012 and December 31, 2011 were approximately $82.3 million and $41.9 million, respectively, and represent the valuation and related currency adjustments for our marketable securities.

            Our investments in Capital Shopping Centres Group PLC, or CSCG, and Capital & Counties Properties PLC, or CAPC, are accounted for as available-for-sale securities. These investments are adjusted to their quoted market price, including a related foreign exchange component, with corresponding adjustment in other comprehensive income (loss). At September 30, 2012, we owned 35.4 million shares of CSCG and 38.9 million shares of CAPC. At September 30, 2012, the market value of our investments in CSCG and CAPC was $186.9 million and $136.9 million, respectively, with an aggregate net unrealized gain on these investments of approximately $79.4 million. The market value of our investments in CSCG and CAPC at December 31, 2011 was $170.7 million and $100.9 million, respectively, with an aggregate unrealized gain of $39.7 million. On October 23, 2012, we completed the sale of all of our investments in CSCG and CAPC for approximately $327.0 million.

            Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income.

            As of September 30, 2012 and December 31, 2011, we also had investments in various securities totaling $113.9 million and $24.9 million, respectively, which must be used to fund the debt service requirements of mortgage debt related to investment properties sold or refinanced. These investments, which serve as collateral for the associated debt, are classified as held-to-maturity and are recorded at amortized cost as we have the ability and intent to hold these investments to maturity.

            At September 30, 2012 and December 31, 2011, we had investments of $169.9 million and $105.1 million, respectively, in non-marketable securities that we account for under the cost method.

            We regularly evaluate our marketable and non-marketable securities for any other-than-temporary impairment using their estimated fair values. As of September 30, 2012, we do not consider any of the declines in value of our marketable and non-marketable securities to be an other-than-temporary impairment, as these market value declines, if any, have existed for a short period of time, and, in the case of debt securities, we have the ability and intent to hold these securities to maturity.

Loans Held for Investment

• Loans Held for Investment

            From time to time, we may make investments in mortgage loans or mezzanine loans of third parties that own and operate commercial real estate assets located in the United States. Mortgage loans are secured, in part, by mortgages recorded against the underlying properties which are not owned by us. Mezzanine loans are secured, in part, by pledges of ownership interests of the entities that own the underlying real estate. Loans held for investment are carried at cost, net of any premiums or discounts which are accreted or amortized over the life of the related loan receivable utilizing the effective interest method. We evaluate the collectability of both interest and principal of each of these loans quarterly to determine whether the value has been impaired. A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. When a loan is impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the loan held for investment to its estimated realizable value.

            At December 31, 2011, we had investments in three mortgage and mezzanine loans with an aggregate carrying value of $162.8 million. In the second and third quarters of 2012, these loans were repaid in their entirety. During the nine months ended September 30, 2012 and September 30, 2011, we recorded $6.8 million and $21.0 million, respectively, in interest income earned from these loans.

            On December 9, 2011, we paid consideration of $88.8 million to acquire a 50% equity interest in two real estate developments for which we are also the construction lender. The loans primarily bear interest at 7.0% and mature in May and July 2013. At September 30, 2012 and December 31, 2011, the aggregate amount drawn on the loans was $144.8 million and $50.7 million, respectively. We consolidated these assets as of the date we acquired our equity interest and, accordingly, amounts drawn on the loans are eliminated in consolidation.

Fair Value Measurements

• Fair Value Measurements

            Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs.

            We hold marketable securities that totaled $487.7 million and $417.0 million at September 30, 2012 and December 31, 2011, respectively, and are considered to have Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $5.1 million and $12.2 million at September 30, 2012 and December 31, 2011, respectively, and a gross asset value of $3.6 million and $14.9 million at September 30, 2012 and December 31, 2011, respectively. We also have interest rate cap agreements with nominal values.

            Note 6 includes a discussion of the fair value of debt measured using Level 1 and Level 2 inputs. Note 5 includes a discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment analyses include our estimations of net operating results of the property, capitalization rates and discount rates.

Noncontrolling Interests and Temporary Equity

• Noncontrolling Interests and Temporary Equity

            Details of the carrying amount of our noncontrolling interests are as follows:

	As of September 30, 2012		As of December 31, 2011
Limited partners' interests in the Operating Partnership	$	980,084	$	953,622
Nonredeemable noncontrolling deficit interests in properties, net		(720)		(59,000)
Total noncontrolling interests reflected in equity	$	979,364	$	894,622

            The remaining interest in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of the noncontrolling interest is adjusted to the redemption amount assuming the instrument is redeemable at the balance sheet date. Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. There are no noncontrolling interests redeemable at amounts in excess of fair value.

            Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties and preferred distributions payable by the Operating Partnership) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders.

            A rollforward of noncontrolling interests reflected in equity is as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Noncontrolling interests, beginning of period	$	1,185,418	$	773,894	$	894,622	$	802,972
Net Income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties		47,668		52,131		222,986		135,160
Distributions to noncontrolling interest holders		(62,149)		(25,080)		(181,354)		(145,466)
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on derivative hedge agreements		1,327		(16,096)		2,333		(19,290)
Net loss on derivative instruments reclassified from accumulated comprehensive loss into interest expense		517		704		2,233		2,022
Currency translation adjustments		2,716		(4,344)		(717)		884
Changes in available-for-sale securities and other		902		(10,746)		4,721		(6,069)
		5,462		(30,482)		8,570		(22,453)
Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership		(38,715)		(4,117)		117,584		(10,702)
Units issued to limited partners		—		—		—		202
Units exchanged for common shares		(129,783)		(3,236)		(133,801)		(9,159)
Units redeemed		(38,904)		—		(38,904)		—
Purchase of noncontrolling interest and other		10,367		107,576		89,661		120,132
Noncontrolling interests, end of period	$	979,364	$	870,686	$	979,364	$	870,686

Derivative Financial Instruments

• Derivative Financial Instruments

            We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to our interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there was no significant ineffectiveness from any of our derivative activities during the period. We formally designate any instrument that meets these hedging criteria, including borrowings in a foreign currency, as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities.

            As of September 30, 2012, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Swaps		5	$984.2 million
Interest Rate Caps		6	$443.4 million

            The carrying value of our interest rate swap agreements, at fair value as of September 30, 2012, is a net liability balance of $0.3 million, of which $3.9 million is included in other liabilities and $3.6 million is included in deferred costs and other assets. The December 31, 2011 carrying value was a liability balance of $10.0 million and is included in other liabilities. The interest rate cap agreements were of nominal value at September 30, 2012 and December 31, 2011 and we generally do not apply hedge accounting to these arrangements.

            We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. Approximately ¥3.3 billion remains as of September 30, 2012 for all forward contracts that we expect to receive through January 5, 2015. The September 30, 2012 liability balance related to these forward contracts was $1.2 million and is included in other liabilities. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts.

            In 2011, we entered into a Euro:USD forward contract with a €141.3 million notional value which was designated as a net investment hedge. The December 31, 2011 asset balance related to this forward was $14.9 million and is included in deferred costs and other assets. We applied hedge accounting and the change in fair value for this Euro forward contract were reflected in other comprehensive income. Changes in the value of this hedge were offset by changes in the underlying hedged Euro-denominated joint venture investment. In connection with the sale of our interest in Gallerie Commerciali Italia, S.p.A., or GCI, as further discussed in Note 5, this hedge was terminated in January 2012.

            The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $105.8 million and $115.8 million as of September 30, 2012 and December 31, 2011, respectively.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies

Commitments and Contingencies

8.    Commitments and Contingencies

• Litigation

            We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is known or considered probable and the amount can be reasonably estimated.

            In May 2010, Opry Mills sustained significant flood damage. Insurance proceeds of $50 million have been funded by the insurers and remediation work has been completed. The property was re-opened March 29, 2012. The excess insurance carriers (those providing coverage above $50 million) have denied the claim under the policy for additional proceeds (of up to $150 million) to pay further amounts for restoration costs and business interruption losses. We and our lenders are continuing our efforts through pending litigation to recover our losses under the excess insurance policies for Opry Mills and we believe recovery is probable, but no assurances can be made that our efforts to recover these funds will be successful.

• Guarantees of Indebtedness

            Joint venture debt is the liability of the joint venture and is typically secured by the joint venture property, which is non-recourse to us. As of September 30, 2012 and December 31, 2011, the Operating Partnership guaranteed joint venture related mortgage or other indebtedness of $99.0 million and $30.2 million, respectively. Mortgages guaranteed by us are secured by the property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.

• Concentration of Credit Risk

            Our malls, Premium Outlets, The Mills, and community/lifestyle centers rely heavily upon anchor tenants to attract customers; however anchor retailers do not contribute materially to our financial results as many anchor retailers own their spaces. All material operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated revenues.

XML

Real Estate Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2012

Real Estate Acquisitions and Dispositions

Real Estate Acquisitions and Dispositions

9.    Real Estate Acquisitions and Dispositions

            During the third quarter of 2012, we disposed of our interest in two consolidated retail properties and four unconsolidated retail properties. Our share of the net loss on these dispositions was $2.9 million.

            On June 4, 2012, we acquired a 50% interest in a 465,000 square foot outlet center located in Destin, Florida for $70.5 million.

            On May 3, 2012, we sold our investment in two residential apartment buildings located at The Domain in Austin, Texas. Our share of the gain from the sale is $12.1 million, which is included in other income in the consolidated statements of operations and comprehensive income.

            On March 22, 2012, as part of the Mills transaction discussed in Note 5, we acquired additional interests in 26 of our joint venture properties in a transaction valued at approximately $1.5 billion.

            On March 14, 2012, as discussed in Note 5, we acquired a 28.7% equity stake in Klépierre for approximately $2.0 billion, including the capitalization of acquisition costs.

            On January 9, 2012, as discussed in Note 5, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A.

            On January 6, 2012, as discussed in Note 5, we purchased an additional 25% interest in Del Amo Fashion Center.

            During the first quarter of 2012, we sold one of our other retail properties with a carrying value of $115.0 million for nominal consideration and the assumption of the related mortgage debt of $115.0 million by the acquirer.

            On December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. As a result, we have a 100% interest in and now consolidate the six properties we received in the distribution. The distribution resulted in a remeasurement of the distributed assets to estimated fair value and a corresponding non-cash gain of $168.3 million in the fourth quarter of 2011 representing the estimated fair value of the net assets received in excess of the carrying value of our interest in the joint venture portfolio. The asset and liability allocations were recorded based on preliminary portfolio fair value estimates at the date of distribution and were finalized during the third quarter of 2012 resulting in an allocation to investment property of $585.0 million, lease related intangibles of $59.1 million and debt discounts of $9.1 million. We amortize these amounts over the estimated life of the related depreciable components of investment property, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The adjusted allocations did not have a material impact on the results of operations for the nine months ended, or on our financial position at, September 30, 2012.

            On August 25, 2011, we acquired additional controlling interests of approximately 83.75% in King of Prussia thereby increasing our ownership interest to 96.1%. The property is subject to a $160.1 million mortgage. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of $82.9 million in the third quarter of 2011.

            During the nine months ended September 30, 2011, we disposed of our interests in three retail properties for a net gain of $2.5 million. Additionally on June 28, 2011, we sold one of our other retail properties for $134.0 million, resulting in a net gain of $6.6 million. These gains are included in gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

            We expense acquisition and potential acquisition costs related to business combinations and disposition related costs as they are incurred. We incurred a minimal amount of transaction expenses during the nine months ended September 30, 2012 and 2011.

XML

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Significant Accounting Policies

Details of carrying amount of noncontrolling interests

	As of September 30, 2012		As of December 31, 2011
Limited partners' interests in the Operating Partnership	$	980,084	$	953,622
Nonredeemable noncontrolling deficit interests in properties, net		(720)		(59,000)
Total noncontrolling interests reflected in equity	$	979,364	$	894,622

Rollforward of noncontrolling interests reflected in equity

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Noncontrolling interests, beginning of period	$	1,185,418	$	773,894	$	894,622	$	802,972
Net Income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties		47,668		52,131		222,986		135,160
Distributions to noncontrolling interest holders		(62,149)		(25,080)		(181,354)		(145,466)
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on derivative hedge agreements		1,327		(16,096)		2,333		(19,290)
Net loss on derivative instruments reclassified from accumulated comprehensive loss into interest expense		517		704		2,233		2,022
Currency translation adjustments		2,716		(4,344)		(717)		884
Changes in available-for-sale securities and other		902		(10,746)		4,721		(6,069)
		5,462		(30,482)		8,570		(22,453)
Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership		(38,715)		(4,117)		117,584		(10,702)
Units issued to limited partners		—		—		—		202
Units exchanged for common shares		(129,783)		(3,236)		(133,801)		(9,159)
Units redeemed		(38,904)		—		(38,904)		—
Purchase of noncontrolling interest and other		10,367		107,576		89,661		120,132
Noncontrolling interests, end of period	$	979,364	$	870,686	$	979,364	$	870,686

Outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative	Number of Instruments		Notional Amount
Interest Rate Swaps		5	$984.2 million
Interest Rate Caps		6	$443.4 million

XML

Equity (Details) (USD $)	0 Months Ended	1 Months Ended	9 Months Ended			1 Months Ended		9 Months Ended		12 Months Ended	3 Months Ended	9 Months Ended				1 Months Ended
	Sep. 25, 2012	Jul. 31, 2012	Sep. 30, 2012 partner	Jul. 20, 2012	Mar. 14, 2012	Mar. 31, 2012 Restricted stock issued under 1998 Stock Incentive Plan	Jun. 30, 2012 Non-employee Directors Stock	Sep. 30, 2012 2010 LTIP Program	Sep. 30, 2012 One-year 2010 LTIP Program	Dec. 31, 2011 One-year 2010 LTIP Program installment	Mar. 31, 2012 Two-year 2011 LTIP Program installment	Sep. 30, 2012 Two-year 2011 LTIP Program	Sep. 30, 2012 Three-year 2012 LTIP Program	Sep. 30, 2012 2011-2013 LTIP Program	Sep. 30, 2012 2012-2014 LTIP Program	Jul. 31, 2011 LTIP Retention Award to Chairman and CEO
Equity
The number of common stock shares issued in exchange for partnership units	5,873,620		366,920
Number of limited partners who received common stock			20
Number of partnership units exchanged by the Melvin Simon Family Enterprises Trust	6,526,245
Shares of common stock issued in a public offering					9,137,500
Shares of common stock issued in a public offering, price (in dollars per share)					$ 137.00
Proceeds from common stock issued in a public offering			$ 1,200,000,000
Operating Partnership redeemed units (in shares)		2,000,000
Operating Partnership, redemption price per unit				$ 124.00
Long Term Incentive Performance Programs
Award of restricted stock to employees (in shares)						12,034	4,094			133,673						1,000,000
Award of restricted stock to employees, fair market value (in dollars per share)						$ 138.41	$ 143.51
Award of restricted stock to employees, fair market value, March 14th (in dollars per share)						$ 141.12
Vesting period						3 years	1 year	2 years				2 years	2 years	2 years	2 years	8 years
Vesting rights								0.50
Vesting rights																0.33
Percent of distributions of Operating Partnership that participants are entitled to receive during performance period								10.00%
Performance period									1 year			2 years	3 years	3 years	3 years
Aggregate grant date fair value									$ 7,200,000			$ 14,800,000	$ 23,000,000	$ 35,000,000	$ 35,000,000	$ 120,300,000
Units earned (in shares)											337,006
Vesting period (in installments)										2	2

XML

Organization (Details)	Sep. 30, 2012 property
U.S. and Puerto Rico
Owned, developed and managed retail properties:
Number of income-producing properties	320
Number of U.S. states containing property locations	41
U.S. and Puerto Rico | Malls
Owned, developed and managed retail properties:
Number of income-producing properties	160
U.S. and Puerto Rico | Premium Outlet Centers
Owned, developed and managed retail properties:
Number of income-producing properties	60
U.S. and Puerto Rico | Community/Lifestyle Centers
Owned, developed and managed retail properties:
Number of income-producing properties	68
U.S. and Puerto Rico | Other shopping centers or outlet centers
Owned, developed and managed retail properties:
Number of income-producing properties	19
U.S. and Puerto Rico | The Mills
Owned, developed and managed retail properties:
Number of income-producing properties	13
Japan
Owned, developed and managed retail properties:
Number of income-producing properties	8
Japan | Premium Outlet Centers
Owned, developed and managed retail properties:
Number of income-producing properties	8
South Korea
Owned, developed and managed retail properties:
Number of income-producing properties	2
South Korea | Premium Outlet Centers
Owned, developed and managed retail properties:
Number of income-producing properties	2
Mexico
Owned, developed and managed retail properties:
Number of income-producing properties	1
Mexico | Premium Outlet Centers
Owned, developed and managed retail properties:
Number of income-producing properties	1
Malaysia
Owned, developed and managed retail properties:
Number of income-producing properties	1
Malaysia | Premium Outlet Centers
Owned, developed and managed retail properties:
Number of income-producing properties	1
Europe
Owned, developed and managed retail properties:
Interest in income-producing properties, under joint venture arrangements (as a percent)	28.90%
Number of countries	13
Europe | Shopping centers | Minimum
Owned, developed and managed retail properties:
Number of income-producing properties	260

XML

Significant Accounting Policies (Details 4) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Noncontrolling interests, carrying amounts, reclassified to permanent equity:
Limited partners' interests in the Operating Partnership	$ 980,084	$ 953,622
Nonredeemable noncontrolling deficit interests in properties, net	(720)	(59,000)
Total noncontrolling interests reflected in equity	$ 979,364	$ 894,622

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated Net Income	$ 1,349,136	$ 803,969
Adjustments to reconcile consolidated net income to net cash provided by operating activities -
Depreciation and amortization	940,310	819,053
Gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net	(491,926)	(92,072)
Straight-line rent	(27,447)	(21,049)
Equity in income of unconsolidated entities	(96,613)	(49,561)
Distributions of income from unconsolidated entities	114,508	69,651
Changes in assets and liabilities -
Tenant receivables and accrued revenue, net	57,479	33,298
Deferred costs and other assets	(69,553)	(84,077)
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities	51,251	19,929
Net cash provided by operating activities	1,827,145	1,499,141
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions	(3,690,778)	(1,179,681)
Funding of loans to related parties	(18,613)
Repayments of loans from related parties	92,600
Capital expenditures, net	(589,671)	(299,369)
Cash impact from the consolidation of properties	91,170	17,564
Net proceeds from sale of assets	380,946	136,013
Investments in unconsolidated entities	(145,559)	(15,447)
Purchase of marketable and non-marketable securities	(179,887)	(10,228)
Sale of marketable and non-marketable securities		6,866
Repayments of loans held for investment	163,908
Distributions of capital from unconsolidated entities and other	151,855	221,762
Net cash used in investing activities	(3,744,029)	(1,122,520)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and other, net of transaction costs	1,213,715	2,155
Redemption of limited partner units	(248,000)
Distributions to noncontrolling interest holders in properties	(9,534)	(25,521)
Contributions from noncontrolling interest holders in properties	2,107	52
Preferred distributions of the Operating Partnership	(1,436)	(1,436)
Preferred dividends and distributions to stockholders	(903,426)	(706,677)
Distributions to limited partners	(181,084)	(144,473)
Proceeds from issuance of debt, net of transaction costs	5,127,045	1,412,026
Repayments of debt	(3,428,441)	(1,133,648)
Net cash provided by (used in) financing activities	1,570,946	(597,522)
DECREASE IN CASH AND CASH EQUIVALENTS	(345,938)	(220,901)
CASH AND CASH EQUIVALENTS, beginning of period	798,650	796,718
CASH AND CASH EQUIVALENTS, end of period	$ 452,712	$ 575,817

XML

Investment in Unconsolidated Entities

9 Months Ended

Sep. 30, 2012

Investment in Unconsolidated Entities

Investment in Unconsolidated Entities

5.    Investment in Unconsolidated Entities

• Real Estate Joint Ventures and Investments

            Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held joint venture ownership interests in 75 properties in the United States as of September 30, 2012 and 87 properties as of December 31, 2011. At September 30, 2012, we also held interests in eight joint venture properties in Japan, two joint venture properties in South Korea, one joint venture property in Mexico, and one joint venture property in Malaysia. We account for these joint venture properties using the equity method of accounting. As discussed below, on January 9, 2012, we sold our interest in GCI which at the time owned 45 properties located in Italy. Additionally, on March 14, 2012, we purchased a 28.7% equity stake in Klépierre. On May 21, 2012 Klépierre paid a dividend, which we elected to receive in additional shares, resulting in an increase in our ownership to approximately 28.9%.

            Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and our industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings, or the use of limited partnership interests in the Operating Partnership, to acquire the joint venture interest from our partner.

• Unconsolidated Property Transactions

            On January 6, 2012, SPG-FCM Ventures, LLC, or SPG-FCM, which holds our investment in The Mills Limited Partnership, or TMLP, distributed its interest in Del Amo Fashion Center to SPG-FCM's joint venture partners. We purchased our venture partner's 25% interest for $50.0 million of cash, which increased our ownership in the property to 50%. As a part of the transaction, we and our venture partner each contributed $50.0 million to SPG-FCM which was used to pay down TMLP's senior loan and the loan we made to SPG-FCM, as discussed below.

            On March 22, 2012, we acquired, through an acquisition of substantially all of the assets of TMLP, additional interests in 26 properties, or the Mills transaction, from our joint venture partner. The transaction resulted in 16 of the properties remaining unconsolidated, the consolidation of nine previously unconsolidated properties and the purchase of the remaining noncontrolling interest in a previously consolidated property. The transaction was valued at $1.5 billion, which included repayment of the remaining $562.1 million balance on TMLP's senior loan facility, and retirement of $100.0 million of TMLP's trust preferred securities. In connection with the transaction, our $558.4 million loan to SPG-FCM was extinguished on a non-cash basis. We consolidated $2.6 billion in additional property-level mortgage debt in connection with this transaction. This property-level mortgage debt was previously presented as debt of our unconsolidated entities. We and our joint venture partner had equal ownership in these properties prior to the transaction.

            The consolidation of the previously unconsolidated properties resulted in a remeasurement of our previously held interest in each of these properties to fair value and recognition of a corresponding non-cash gain of $488.7 million. In addition, we recorded an other-than-temporary impairment charge of $22.4 million for the excess of carrying value of our remaining investment in SPG-FCM over its estimated fair value. The gain on the transaction and impairment charge are included in gain (loss) upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income. The assets and liabilities of the newly consolidated properties acquired in the Mills transaction have been reflected at their estimated fair value at the acquisition date, the majority of which, approximately $4.3 billion, was allocated to the investment property. This purchase price allocation is preliminary and is subject to revision within the measurement period, not to exceed one year from the date of acquisition.

            On December 31, 2011, as discussed in Note 9, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner.

• Loan to SPG-FCM

            As discussed above, our loan to SPG-FCM was extinguished in the Mills transaction. During the nine month periods ended September 30, 2012 and 2011, we recorded $2.0 million and $7.4 million in interest income (net of inter-entity eliminations), related to this loan, respectively. The loan bore interest at a rate of LIBOR plus 275 basis points.

• European Investments

            At September 30, 2012, we owned 57,634,148 shares, or approximately 28.9%, of Klépierre, which had a quoted market price of $35.08 per share. At the date of purchase on March 14, 2012, our excess investment in Klépierre was approximately $1.2 billion which we have allocated, on a preliminary basis, to the underlying investment property, other assets and liabilities based on estimated fair value. Our share of net income, net of the amortization of our excess investment, was $4.7 million from the acquisition date through September 30, 2012. Based on applicable Euro:USD exchange rates and after our conversion of Klépierre's results to GAAP, Klépierre's total revenues, operating income and consolidated net income were approximately $748.9 million, $292.2 million and $187.1 million, respectively, for the period of our ownership through September 30, 2012.

            At December 31, 2011, we had a 49% ownership interest in GCI. On January 9, 2012, we sold our entire ownership interest in GCI to our venture partner, Auchan S.A. The aggregate cash we received related to the sale of our interest in GCI was $375.8 million, and we recognized a gain on the sale of $28.8 million. Our investment carrying value included $39.5 million of accumulated losses related to currency translation and net investment hedge accumulated balances, which had been recorded in accumulated other comprehensive income (loss).

• Asian Joint Ventures

            We conduct our international Premium Outlet operations in Japan through a joint venture with Mitsubishi Estate Co., Ltd. We have a 40% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $341.1 million and $349.5 million as of September 30, 2012 and December 31, 2011, respectively, including all related components of accumulated other comprehensive income (loss). We conduct our international Premium Outlet operations in South Korea through a joint venture with Shinsegae International Co. We have a 50% ownership interest in this joint venture. The carrying amount of our investment in this joint venture was $60.0 million and $43.8 million as of September 30, 2012 and December 31, 2011, respectively, including all related components of accumulated other comprehensive income (loss).

Summary Financial Information

            A summary of our investments in joint ventures and share of income from our joint ventures, excluding Klépierre, follows. The statements of operations include amounts related to our investment in GCI, which was sold on January 9, 2012. In addition, we acquired additional controlling interests in The Plaza at King of Prussia and The Court at King of Prussia, or collectively, King of Prussia, on August 25, 2011, and nine properties in the Mills transaction on March 22, 2012. These previously unconsolidated properties became consolidated properties as of their respective acquisition dates. Additionally, on December 31, 2011, we and our joint venture partner dissolved a venture in which we had a 50% interest and distributed a portfolio of properties previously held within the venture to us and our joint venture partner. Finally, during the third quarter of 2012, we disposed of our interests in one mall and three other retail properties. The results of operations of the properties for all of these transactions are classified as loss from operations of discontinued joint venture interests in the accompanying joint venture statements of operations. Balance sheet information for the joint ventures is as follows:

	September 30, 2012		December 31, 2011
BALANCE SHEETS
Assets:
Investment properties, at cost	$	14,128,861	$	20,481,657
Less — accumulated depreciation		4,680,199		5,264,565
		9,448,662		15,217,092
Cash and cash equivalents		554,116		806,895
Tenant receivables and accrued revenue, net		235,507		359,208
Investment in unconsolidated entities, at equity		39,539		133,576
Deferred costs and other assets		352,392		526,101
Total assets	$	10,630,216	$	17,042,872
Liabilities and Partners' Deficit:
Mortgages and other indebtedness	$	11,106,661	$	15,582,321
Accounts payable, accrued expenses, intangibles, and deferred revenue		607,805		775,733
Other liabilities		326,564		981,711
Total liabilities		12,041,030		17,339,765
Preferred units		67,450		67,450
Partners' deficit		(1,478,264)		(364,343)
Total liabilities and partners' deficit	$	10,630,216	$	17,042,872
Our Share of:
Partners' deficit	$	(675,359)	$	(32,000)
Add: Excess Investment		1,960,540		714,515
Our net Investment in Unconsolidated Entities, at equity	$	1,285,181	$	682,515

            "Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures or other investments acquired and is allocated on a fair value basis primarily to investment property, lease related intangibles, and debt premiums and discounts. We amortize excess investment over the life of the related depreciable components of investment property, typically no greater than 40 years, the terms of the applicable leases and the applicable debt maturity, respectively. The amortization is included in the reported amount of income from unconsolidated entities.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
STATEMENTS OF OPERATIONS
Revenue:
Minimum rent	$	370,183	$	356,155	$	1,091,701	$	1,046,992
Overage rent		44,002		36,923		128,622		94,114
Tenant reimbursements		176,544		169,911		508,698		490,276
Other income		34,754		36,041		121,686		107,449
Total revenue		625,483		599,030		1,850,707		1,738,831
Operating Expenses:
Property operating		125,162		123,506		351,963		339,699
Depreciation and amortization		125,512		125,260		374,333		361,345
Real estate taxes		45,068		40,897		132,618		127,831
Repairs and maintenance		15,418		14,954		45,269		46,005
Advertising and promotion		11,706		12,632		39,600		37,123
(Recovery of) provision for credit losses		(646)		1,411		(247)		3,624
Other		36,089		37,100		128,134		109,765
Total operating expenses		358,309		355,760		1,071,670		1,025,392
Operating Income		267,174		243,270		779,037		713,439
Interest expense		(148,891)		(149,839)		(451,581)		(441,396)
Loss from unconsolidated entities		(316)		(596)		(947)		(1,054)
Income from Continuing Operations		117,967		92,835		326,509		270,989
Loss from operations of discontinued joint venture interests		(1,978)		(17,431)		(20,769)		(39,646)
(Loss) Gain on disposal of discontinued operations, net		(4,904)		78		(4,904)		15,583
Net Income	$	111,085	$	75,482	$	300,836	$	246,926
Third-Party Investors' Share of Net Income	$	66,308	$	45,271	$	163,108	$	151,741
Our Share of Net Income		44,777		30,211		137,728		95,185
Amortization of Excess Investment		(21,726)		(13,052)		(55,059)		(37,832)
Our Share of Loss (Gain) on Sale or Disposal of Assets and Interests in Unconsolidated Entities, net		9,245		(39)		9,245		(7,792)
Income from Unconsolidated Entities	$	32,296	$	17,120	$	91,914	$	49,561

            Our share of the loss (gain) on sale or disposal of assets and interests in unconsolidated entities, net is reflected within (loss) gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net in the accompanying consolidated statements of operations and comprehensive income.

XML

Significant Accounting Policies (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Noncontrolling interests:
Balance, at beginning of period			$ 5,544,288
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on interest rate hedge agreements	(8,555)	(93,257)	(5,450)	(112,280)
Net loss on derivative instruments reclassified from accumulated other comprehensive income into interest expense	5,187	4,024	15,440	11,792
Currency translation adjustments	9,138	(25,327)	(12,374)	5,326
Changes in available-for-sale securities and other	16,573	(63,779)	40,442	(35,825)
Balance, at end of period	6,821,041		6,821,041
Noncontrolling interests
Noncontrolling interests:
Balance, at beginning of period	1,185,418	773,894	894,622	802,972
Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties	47,668	52,131	222,986	135,160
Distributions to noncontrolling interest holders	(62,149)	(25,080)	(181,354)	(145,466)
Other comprehensive income (loss) allocable to noncontrolling interests:
Unrealized gain (loss) on interest rate hedge agreements	1,327	(16,096)	2,333	(19,290)
Net loss on derivative instruments reclassified from accumulated other comprehensive income into interest expense	517	704	2,233	2,022
Currency translation adjustments	2,716	(4,344)	(717)	884
Changes in available-for-sale securities and other	902	(10,746)	4,721	(6,069)
Other comprehensive income (loss)	5,462	(30,482)	8,570	(22,453)
Adjustment to limited partners' interest from (decreased) increased ownership in the Operating Partnership	(38,715)	(4,117)	117,584	(10,702)
Units issued to limited partners				202
Units exchanged for common shares	(129,783)	(3,236)	(133,801)	(9,159)
Units redeemed	(38,904)		(38,904)
Purchase of noncontrolling interest and other	10,367	107,576	89,661	120,132
Balance, at end of period	$ 979,364	$ 870,686	$ 979,364	$ 870,686

XML

Real Estate Acquisitions and Dispositions (Details) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended			1 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended				3 Months Ended			1 Months Ended	3 Months Ended		3 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Consolidated retail properties property	Sep. 30, 2012 Unconsolidated retail properties property	Sep. 30, 2012 Consolidated and Unconsolidated Retail Properties	May 31, 2012 The Domain in Austin, TX property	Jun. 04, 2012 Outlet centers Destin, Florida sqft	Jun. 30, 2011 Other Retail Property property	Sep. 30, 2012 Other Retail Property property	Mar. 31, 2012 Other Retail Property property	Sep. 30, 2011 Other Retail Property property	Mar. 22, 2012 The Mills acquisition property	Mar. 14, 2012 Klepierre	Jan. 06, 2012 Del Amo Fashion Center	Sep. 30, 2011 King of Prussia	Sep. 30, 2012 King of Prussia	Aug. 25, 2011 King of Prussia	Dec. 31, 2011 Dissolved Joint Venture Partnership property	Dec. 31, 2011 Dissolved Joint Venture Partnership	Sep. 30, 2012 Dissolved Joint Venture Partnership	Sep. 30, 2012 Dissolved Joint Venture Partnership Maximum
Real Estate Acquisitions and Dispositions
(Loss) gain upon acquisition of controlling interests, sale or disposal of assets and interests in unconsolidated entities, and impairment charge on investment in unconsolidated entities, net	$ (2,911,000)	$ 78,307,000	$ 491,926,000	$ 92,072,000			$ (2,900,000)	$ 12,100,000		$ 6,600,000			$ 2,500,000
Ownership interests acquired (as a percent)									50.00%						28.70%
Area of lifestyle center acquired (in square feet)									465,000
Cost of acquisition including assumption of debt									70,500,000					1,500,000,000	2,000,000,000
Number of properties disposed					2	4		2		1	3	1	3
Number of joint ventures in which additional interest is acquired														26
Additional Business Acquisition Percentage of Ownership Acquired																25.00%			83.75%
Aggregate carrying value of consolidated properties disposed of												115,000,000
Debt obligation related to consolidated properties disposed of												115,000,000
Joint venture ownership percentage																				50.00%	50.00%
Initial Investment Percentage of Business Acquired																				100.00%	100.00%
Number of consolidated properties received in distribution																				6
Gain due to acquisition of controlling interest																	82,900,000				168,300,000
Investment property, amortization period																							40 years
Investment properties allocation at fair value																						585,000,000
Investment properties allocation of lease related intangibles																						59,100,000
Investment properties allocation of debt discounts																						9,100,000
Proceeds from sale or disposal of real estate assets										134,000,000
Cumulative Investment Ownership (as a percent)																			96.10%
Mortgage indebtedness assumed																		$ 160,100,000

XML

Equity (Tables)

9 Months Ended

Sep. 30, 2012

Equity

Reconciliation of carrying amounts of equity

	Preferred Stock		Common Stock		Accumulated Other Comprehensive Income (Loss)		Capital in Excess of Par Value		Accumulated Deficit		Common Stock Held in Treasury		Noncontrolling interests		Total Equity
January 1, 2012	$	45,047	$	30	$	(94,263)	$	8,103,133	$	(3,251,740)	$	(152,541)	$	894,622	$	5,544,288
Exchange of limited partner units for common shares								133,801						(133,801)		—
Public offering of common stock				1				1,213,740								1,213,741
Issuance of limited partner units																—
Redemption of limited partner units								(209,096)						(38,904)		(248,000)
Other		(246)						(6,038)		(20,441)		16,760		31,102		21,137
Purchase of noncontrolling interest								(63,226)						58,559		(4,667)
Adjustment to limited partners' interest from increased ownership in the Operating Partnership								(117,584)						117,584		—
Distributions to common stockholders and limited partners, excluding Operating Partnership preferred interests										(903,426)				(181,084)		(1,084,510)
Distributions to other noncontrolling interest partners														(270)		(270)
Comprehensive income, excluding $1,436 attributable to preferred interests in the Operating Partnership and $6,435 attributable to noncontrolling redeemable interests in properties in temporary equity						29,487				1,118,279				231,556		1,379,322
September 30, 2012	$	44,801	$	31	$	(64,776)	$	9,054,730	$	(3,057,328)	$	(135,781)	$	979,364	$	6,821,041