Simon Property Group (SPG) 10-K risk factor changes: FY2015 vs FY2014

These factors may have a material adverse effect on our business, financial condition, [removed: operating] [added: liquidity,] results [added: of operations, funds from operations, or FFO,] and [removed: cash flows,] [added: prospects, which we refer to herein as a material adverse effect on us or as materially] and [added: adversely affecting us, and] you should carefully consider them.

As of December 31, [removed: 2014,] [added: 2015,] our consolidated mortgages and unsecured indebtedness, excluding related premium and discount, totaled [removed: $20.8] [added: $22.5] billion.

We are [added: also] subject to the risks normally associated with debt financing, including the risk that our cash [removed: flow] [added: flows] from operations will be insufficient to meet required debt [removed: service.][added: service or that we will be able to refinance such indebtedness on acceptable terms, or at all.]

Our debt service costs generally will not be reduced if developments at the [added: applicable] property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the property.

[removed: If] [added: In addition, if] a property is mortgaged to secure payment of indebtedness and income from such property is insufficient to pay that indebtedness, the property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

_Disruption in the [added: capital and] credit markets [removed: or downgrades in our credit ratings] may adversely affect our ability to access external financings for our growth and ongoing debt service requirements._

Our access to financing depends on [removed: our credit rating,] the willingness of [removed: banks] [added: lending institutions and other debt investors] to [removed: lend] [added: grant credit] to us and conditions in the capital [removed: markets.][added: markets in general.]

We cannot assure you that we will be able to obtain the financing we need for [added: the] future growth [added: of our business] or to meet our debt service [removed: as obligations mature,] [added: requirements,] or that [removed: the] [added: a sufficient amount of] financing [added: will be] available to us [removed: will be] on [removed: acceptable terms.][added: favorable terms, or at all.]

The Operating Partnership's outstanding senior unsecured notes, [added: Credit Facilities,] the Commercial Paper program, and Simon's preferred stock are periodically rated by nationally recognized credit rating agencies.

The credit ratings are based on our operating performance, liquidity and leverage ratios, [removed: overall] financial [removed: position,] [added: condition] and [added: prospects, and] other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general.

Since we depend primarily on debt financing to fund [added: the growth of] our [removed: growth,] [added: business, an] adverse [added: change in our credit rating, including actual] changes [added: and changes] in [added: outlook, or even the initiation of a review of] our credit rating [added: that] could [added: result in an adverse change, could] have a [removed: negative] [added: material adverse] effect on [removed: our future growth.][added: us.]

We selectively manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap [added: all or] a portion of our variable rate debt.

In addition, we refinance fixed rate debt at times when we believe rates and [added: other] terms are appropriate.

Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its [removed: obligations.][added: obligations or that we could be required to fund our contractual payment obligations under such arrangements in relatively large amounts or on short notice.]

There can be no assurance that our hedging activities will have the desired beneficial impact on our results of [removed: operations] [added: operations, liquidity] or financial condition.

[removed: Factors Affecting] [added: Risks Relating to] Real Estate Investments and Operations

We regularly acquire and develop new properties and [removed: expand and] redevelop [added: and expand] existing properties, and these activities are subject to various risks.

[added: acquisition or] construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable;

we may not be able to obtain financing or to refinance loans on favorable terms, [removed: if] [added: or] at all;

As a result, our ability to sell one or more of our properties or investments in real estate in response to any changes in [removed: economic] [added: economic, industry,] or other conditions may be limited.

If we want to sell a property, we cannot assure you that we will be able to dispose of it in the desired time period or [added: at all or] that the sales price of a property will [added: be attractive at the relevant time or even] exceed the [removed: cost] [added: carrying value] of our investment.

_Our international [removed: expansion] [added: activities] may subject us to different or greater risk from those associated with our domestic operations._

As of December 31, [removed: 2014,] [added: 2015,] we held interests in joint venture properties that operate in Austria, Italy, Japan, Malaysia, Mexico, the Netherlands, South Korea, Canada, and the United Kingdom.

We also have an equity stake in Klépierre, a publicly-traded European real estate company which operates in [removed: 13] [added: 16] countries in Europe.

Accordingly, our operating results and the value of our international operations may be impacted by any unhedged movements in the foreign currencies in which those operations transact and in which our net investment in the [removed: foreign] [added: international] operation is held.

We may pursue additional [removed: expansion and] [added: investment,] development [added: and redevelopment/expansion] opportunities outside the United States.

International [added: investment, ownership,] development and [removed: ownership] [added: redevelopment/expansion] activities carry risks that are different from those we face with our domestic properties and operations.

These risks [removed: include:][added: include, but are not limited to:]

challenges of complying with a wide variety of foreign [removed: laws] [added: laws,] including corporate governance, operations, [removed: taxes,] [added: taxes] and litigation;

changes in applicable laws and regulations in the United States that affect [removed: foreign] [added: international] operations;

Our international activities represented approximately [removed: 9.0%] [added: 7.9%] of our net operating income, or NOI, for the year ended December 31, [removed: 2014.][added: 2015.]

To the extent that we expand our international activities, the above risks could increase in significance, which in turn could have [removed: an] [added: a material] adverse effect on [removed: our results of operations and financial condition.][added: us.]

[removed: Environmental Risks][added: Risks Relating to Environmental Matters]

These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic [added: substances.]

The costs of investigation, removal or remediation of hazardous or toxic [removed: substances] [added: substances, and related liabilities,] may be substantial and could [added: materially and] adversely affect [removed: our results of operations or financial condition but is not estimable.][added: us.]

The presence of [removed: contamination,] [added: hazardous] or [added: toxic substances, or] the failure to remediate [added: the related] contamination, may also adversely affect our ability to sell, lease or redevelop a property or to borrow [added: money] using a property as collateral.

Although we believe that our portfolio is in substantial compliance with federal, state and local environmental [removed: laws, ordinances] [added: laws] and regulations regarding hazardous or toxic substances, this belief is based on limited testing.

These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe [removed: will] [added: is reasonably likely to] have a material adverse effect on [removed: our results of operations or financial condition.][added: us.]

[removed: existing] [added: previous] environmental studies with respect to the portfolio reveal all potential environmental liabilities;

[removed: Retail Operations Risks][added: Risks Relating to Retail Operations]

Our concentration in the retail real estate market means that we are subject to a number of factors that could adversely affect the retail environment generally, including, without limitation:

changes in international, national, regional and local economic conditions;

local real estate conditions, such as an oversupply of, or reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of tenants;

levels of consumer spending, changes in consumer confidence and fluctuations in seasonal spending;

the willingness of retailers to lease space in our properties;

tenant bankruptcies and a resulting rejection of our leases;

the impact on our retail tenants and demand for retail space at our properties from the increasing use of the Internet by retailers and consumers;

perceptions by consumers of the safety, convenience and attractiveness of our properties;

increased operating costs;

changes in applicable laws and regulations, including tax, environmental, safety and zoning;

casualties and other natural disasters; and

the potential for terrorist activities.

A significant deterioration in the creditworthiness of our retail tenants could have a material adverse effect on us.

confidence, considerable decreases in customer traffic in their retail stores, increased competition from alternative retail options such as those accessible via the Internet and other forms of pressure on their business models.

If a department store or major tenant were to close its stores at our properties, we may experience difficulty and delay and incur significant expense in replacing the tenant, as well as in leasing spaces in areas adjacent to the vacant department store or major tenant, at attractive rates, or at all.

If a tenant files for bankruptcy, the tenant may have the right to reject and terminate one or more of its leases with us, and we cannot be sure that it will affirm one or more of its leases and continue to make rental payments to us in a timely manner.

A bankruptcy filing by, or relating to, one of our tenants would bar all efforts by us to collect pre-bankruptcy debts from that tenant, or from their property, unless we receive an order permitting us to do so from the bankruptcy court.

In addition, we cannot evict a tenant solely because of its bankruptcy.

If a lease is assumed by the tenant in bankruptcy, all pre-bankruptcy balances due under the lease must be paid to us in full.

However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages in connection with such balances.

If a bankrupt tenant vacates a space, it might not do so in a timely manner, and we might be unable to re-lease the vacated space during that time at attractive rates, or at all.

Furthermore, we may be required to incur significant expense in replacing the bankrupt tenant.

Any unsecured claim we hold against a bankrupt tenant might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims, and there are restrictions under bankruptcy laws that limit the amount of the claim we can make if a lease is rejected.

As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold.

Competition for the acquisition of existing properties and development sites may result in increased purchase prices and may adversely affect our ability to make attractive investments on favorable terms, or at all.

expected, impacting our anticipated return on investment.

development or redevelopment may take considerably longer than expected, delaying the commencement and amount of income from the property;

The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control.

Moreover, if a property is mortgaged, we may not be able to obtain a release of the lien on that property without the payment of the associated debt and/or a substantial prepayment penalty, which could restrict our ability to dispose of the property, even though the sale might otherwise be desirable.

As a result of this indebtedness, we are required to use a substantial portion of our cash flows for debt service, including selected repayment at scheduled maturities, which limits our ability to use those cash flows to fund the growth of our business.

Our indebtedness could also have other adverse consequences on us, including reducing our access to capital or increasing our vulnerability to general adverse economic, industry and market conditions.

If any of the foregoing occurs, we could be materially and adversely affected.

An economic recession may cause extreme volatility and disruption in the capital and credit markets.

We rely upon the Credit Facilities as sources of funding for numerous transactions.

Our access to these funds is dependent upon the ability of each of the participants to the Credit Facilities to meet their funding commitments to us.

When markets are volatile, access to capital and credit markets could be disrupted over an extended period of time and one or more financial institutions may not have the available capital to meet their previous commitments to us.

The failure of one or more participants to the Credit Facilities to meet their funding commitments to us could have a material adverse effect on us, including as a result of making it difficult to obtain the financing we may need for future growth and/or meeting our debt service requirements.

_The agreements that govern our indebtedness contain various covenants that impose restrictions on us that might affect our ability to operate freely._

We have a variety of unsecured debt, including the Credit Facilities, and secured property-level debt.

Certain of the agreements that govern our indebtedness contain covenants, including, among other things, limitations on our ability to incur secured and unsecured indebtedness, sell all or substantially all of our assets and engage in mergers and certain acquisitions.

Should such events occur, our operations may be adversely affected.

expected.

substances.

Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, increasing use of the internet by retailers and consumers, consumer confidence, casualties and other natural disasters, and the potential for terrorist activities.

The economy and consumer spending appear to be recovering from the effects of the recent recession.

A significant deterioration in our cash flow from operations could require us to curtail planned capital expenditures or seek alternative sources of financing.

Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other assets could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results.

Further sustained

Risks Relating to Joint Venture Properties and our Investment in Klépierre

These limitations may adversely affect our ability to sell, refinance, or otherwise operate these properties.

stock ownership, the various qualification tests imposed under the Internal Revenue Code.

Simon Property Group, Inc., Simon or the Company, is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as [removed: amended.][added: amended, or the Internal Revenue Code.]

REITs will generally not be liable for federal corporate income taxes as long as they [removed: continue to] distribute not less than 100% of their [added: REIT] taxable income.

We own, develop and manage retail real estate properties, which consist primarily of malls, Premium [removed: Outlets®] [added: Outlets®,] and The Mills®.

As of December 31, [removed: 2014,] [added: 2015,] we owned or held an interest in [removed: 207] [added: 209] income-producing properties in the United States, which consisted of [removed: 109] [added: 108] malls, [removed: 68] [added: 71] Premium Outlets, [removed: 13] [added: 14] Mills, [removed: three community] [added: four lifestyle] centers, and [removed: 14] [added: 12] other retail properties in 37 states and Puerto Rico.

[removed: We have four outlets under development and] [added: In addition, we] have redevelopment and expansion projects, including the addition of [removed: anchors and] [added: anchors,] big box tenants, [added: and restaurants,] underway at [removed: more than 25] [added: 29] properties in the U.S. and [removed: Asia.][added: Europe.]

Internationally, as of December 31, [removed: 2014,] [added: 2015,] we had ownership interests in nine Premium Outlets in Japan, three Premium Outlets in South Korea, two Premium Outlets in Canada, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia.

As of December 31, [removed: 2014,] [added: 2015,] we had [added: a] noncontrolling ownership [removed: interests] [added: interest] in [added: a joint venture that holds] five outlet properties in Europe [removed: through our joint venture with McArthurGlen.][added: and one outlet property in Canada.]

Of the five [removed: properties,] [added: properties in Europe,] two are located in Italy and one each is located in Austria, the Netherlands, and the United Kingdom.

Additionally, as of December 31, [removed: 2014,] [added: 2015,] we owned a [removed: 28.9%] [added: 20.3%] equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in [removed: 13] [added: 16] countries in Europe.

We selectively develop new properties in markets we believe are not adequately served by existing retail [removed: outlets.][added: outlet properties.]

We consider FFO, net operating income, or NOI, and comparable property NOI (NOI for properties owned and [removed: operating] [added: operated] 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.

Diluted earnings per common share increased [removed: $0.28] [added: $1.36] during [removed: 2014] [added: 2015] to [removed: $4.52] [added: $5.88] as compared to [removed: $4.24] [added: $4.52] in [removed: 2013.][added: 2014.]

The increase in diluted earnings per [added: common] share was primarily attributable to:

improved operating performance and core business fundamentals in [removed: 2014] [added: 2015] and the impact of our acquisition and expansion activity,

a 2014 gain on acquisitions and disposals of $158.3 million, or $0.44 per diluted share, primarily related to Klépierre's sale of a portfolio of 126 retail galleries of which our share [added: of the gain] was $133.9 million, or $0.37 per diluted [removed: share,][added: share.]

[added: partially offset by] the loss of [removed: $117.3] [added: $29.3] million [removed: of net income attributable to the discontinued] [added: ($67.5 million from] operations [added: net] of [removed: Washington Prime,] [added: $38.2 million of transaction expenses),] or [removed: $0.33] [added: $0.08] per diluted [removed: share, along with] [added: share ($0.18 from operations net of $0.10 of] transaction [removed: expenses related to] [added: expenses), from] the spin-off of [removed: $38.2 million,] [added: WP Glimcher Inc. (formerly known as Washington Prime Group Inc.),] or [removed: $0.10 per diluted share,] [added: Washington Prime,] and

Core business fundamentals improved during [removed: 2014] [added: 2015,] primarily driven by higher tenant sales and strong leasing activity.

Comparable property NOI also grew [removed: 5.1%] [added: 3.7%] for our portfolio of U.S. Malls, Premium [removed: Outlets] [added: Outlets,] and The Mills.

Total sales per square foot, or psf, increased [removed: 0.2%] [added: 0.1%] from [removed: $618] [added: $619] psf at December 31, [removed: 2013,] [added: 2014,] to [removed: $619] [added: $620] psf at December 31, [removed: 2014,] [added: 2015,] for our U.S. Malls and Premium Outlets.

[added: Average base minimum rent] for U.S. Malls and Premium Outlets increased [removed: 4.4%] [added: 4.1%] to [removed: $47.01] [added: $48.96] psf as of December 31, [removed: 2014,] [added: 2015,] from [removed: $45.01] [added: $47.01] psf as of December 31, [removed: 2013.][added: 2014.]

Releasing spreads remained positive in our 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 [removed: $9.59] [added: $10.62] psf [removed: ($67.51] [added: ($69.64] openings compared to [removed: $57.92] [added: $59.02] closings) as of December 31, [removed: 2014,] [added: 2015,] representing a [removed: 16.6%] [added: 18.0%] increase over expiring payments.

Ending occupancy for our U.S. Malls and Premium Outlets was [removed: 97.1%] [added: 96.1%] as of December 31, [removed: 2014,] [added: 2015,] as compared to [removed: 96.9%] [added: 97.1%] as of December 31, [removed: 2013, an increase] [added: 2014, a decrease] of [removed: 20] [added: 100] basis [removed: points.][added: points primarily as a result of tenant bankruptcy activity announced in the first quarter of 2015.]

Our effective overall borrowing rate at December 31, [removed: 2014] [added: 2015] on our consolidated indebtedness decreased [removed: 39] [added: 53] basis points to [removed: 4.41%] [added: 3.88%] as compared to [removed: 4.80%] [added: 4.41%] at December 31, [removed: 2013.][added: 2014.]

This reduction was primarily due to a decrease in the effective overall borrowing rate on fixed rate debt of [removed: 38 basis points (4.72% at December 31, 2014 as compared to 5.10% at December 31, 2013) combined with a decrease in the effective overall borrowing rate on variable rate debt of 6] [added: 51] basis points [removed: (1.16%] [added: (4.12%] at December 31, [removed: 2014] [added: 2015] as compared to [removed: 1.22%] [added: 4.63%] at December 31, [removed: 2013).][added: 2014).]

At December 31, [removed: 2014,] [added: 2015,] the weighted average years to maturity of our consolidated indebtedness was [removed: 6.2] [added: 5.9] years as compared to [removed: 4.2] [added: 6.2] years at December 31, [removed: 2013.][added: 2014.]

Our financing activities for the year ended December 31, [removed: 2014,] [added: 2015,] included:

[removed: We] [added: During 2014, we] recorded a [removed: $127.6 million] loss on extinguishment of debt [removed: in the third quarter] of [removed: 2014] [added: $127.6 million] as a result of the tender offers and [removed: redemption.][added: redemption of senior unsecured notes.]

[removed: In addition to the debt tender offers and redemption described above, redeeming] [added: Redeeming] at par or repaying at maturity [removed: $1.3 billion] [added: $693.5 million] of senior unsecured notes with fixed [added: interest] rates ranging from [removed: 4.20%] [added: 5.10%] to [removed: 6.75%.][added: 5.75%.]

Issuing [removed: $600.0] [added: $500.0] million of senior unsecured notes at a fixed interest rate of [removed: 2.20%] [added: 2.50%] with a maturity date of [removed: February] [added: September] 1, [removed: 2019] [added: 2020] and $600.0 million of senior unsecured notes at a fixed interest rate of [removed: 3.75%] [added: 3.50%] with a maturity date of [removed: February] [added: September] 1, [removed: 2024] [added: 2025] on [removed: January 21, 2014.][added: August 17, 2015.]

Unencumbering [removed: two] [added: five] properties by repaying [removed: $1.1 billion] [added: $259.3 million] in mortgage loans.

[removed: The] [added: At December 31, 2015 the] outstanding amount [removed: of] [added: under the] Commercial Paper [removed: at December 31, 2014] [added: program] was [removed: $409.2] [added: $878.7] million, of which [removed: $209.2] [added: $188.1] million was related to [added: the] U.S. dollar equivalent of Euro-denominated notes.

We also do not include any properties located outside [removed: of] the United States.

| | | [removed: 2014] [added: 2015] | | %/Basis Points Change (1) | | [removed: 2013] [added: 2014] | | %/Basis Points Change (1) | | [removed: 2012] [added: 2013] |

| Consolidated | | [removed: 97.3%] [added: 96.4%] | | [removed: –20] [added: –90] bps | | [removed: 97.5%] [added: 97.3%] | | [removed: +100] [added: –20] bps | | [removed: 96.5%] [added: 97.5%] |

| Unconsolidated | | [removed: 96.4%] [added: 95.3%] | | [removed: +100] [added: –110] bps | | [removed: 95.4%] [added: 96.4%] | | [removed: —] [added: +100 bps] | | 95.4% |

| Total Portfolio | | [removed: 97.1%] [added: 96.1%] | | [removed: +20] [added: –100] bps | | [removed: 96.9%] [added: 97.1%] | | [removed: +70] [added: +20] bps | | [removed: 96.2%] [added: 96.9%] |

| Consolidated | | [removed: $45.34] [added: $47.39] | | [removed: 4.6%] [added: 4.5%] | | [removed: $43.33] [added: $45.34] | | [removed: 4.8%] [added: 4.6%] | | [removed: $41.33] [added: $43.33] |

| Unconsolidated | | [removed: $51.89] [added: $53.64] | | [removed: 3.8%] [added: 3.4%] | | [removed: $50.00] [added: $51.89] | | [removed: 2.2%] [added: 3.8%] | | [removed: $48.92] [added: $50.00] |

| Total Portfolio | | [removed: $47.01] [added: $48.96] | | [removed: 4.4%] [added: 4.1%] | | [removed: $45.01] [added: $47.01] | | [removed: 4.2%] [added: 4.4%] | | [removed: $43.19] [added: $45.01] |

| Unconsolidated | | [removed: $679] [added: $665] | | [removed: 1.3%] [added: –2.1%] | | [removed: $670] [added: $679] | | [removed: 2.0%] [added: 1.3%] | | [removed: $657] [added: $670] |

We opened four outlets in 2015 and have three outlets and two other significant retail projects under development.

decreased interest expense in 2015 of $68.9 million, or $0.19 per diluted share,

increased consolidated lease settlement activity of $25.9 million, or $0.07 per diluted share,

a 2015 gain of $80.2 million, or $0.22 per diluted share, from the sale of marketable securities, and

a 2015 gain on acquisitions and disposals of $250.5 million, or $0.69 per diluted share, related to a non-cash gain on Klépierre's acquisition of Corio N.V., or Corio, of $206.9 million, or $0.57 per diluted share, and gains of $43.6 million, or $0.12 per diluted share, due to the disposition of our interests in three unconsolidated properties,

Portfolio NOI grew by 7.1% in 2015 as compared to 2014.

Acquiring two properties — Jersey Gardens in Elizabeth, New Jersey (renamed The Mills at Jersey Gardens) and University Park Village in Fort Worth, Texas, subject to existing fixed-rate mortgage loans of $350.0 million and $55.0 million, respectively, which mature on November 1, 2020 and May 1, 2028 and bear interest of 3.83% and 3.85%, respectively.

Increasing our borrowings under the Operating Partnership's global unsecured commercial paper note program, or the Commercial Paper program, by $490.6 million through the issuance of U.S. dollar denominated notes.

Completing the early redemption of two series of senior unsecured notes comprising $1.0 billion with fixed interest rates of 6.13% and 7.38%.

Issuing €750.0 million ($798.3 million U.S. dollar equivalent) of senior unsecured notes at a fixed interest rate of 1.38% with a maturity date of November 18, 2022.

Increasing our borrowings of $815.0 million on our $4.0 billion unsecured revolving credit facility, or Credit Facility, which we used to partially fund the early redemption of senior unsecured notes on December 21, 2015; we repaid these Credit Facility borrowings in full on January 14, 2016 with proceeds from a January 13, 2016 unsecured notes issuance.

| Consolidated | | $607 | | 0.7% | | $603 | | — | | $603 |

_Japan Data_

On October 29, 2015, we opened Tampa Premium Outlets, a 441,000 square foot outlet center in Lutz (Tampa), Florida.

On October 1, 2015, we opened Tucson Premium Outlets, a 366,000 square foot outlet center in Marana (Tucson), Arizona.

On January 15, 2015, we acquired a 100% interest in Jersey Gardens (renamed The Mills at Jersey Gardens) in Elizabeth, New Jersey and University Park Village in Fort Worth, Texas, properties previously owned by Glimcher Realty Trust.

During the third quarter of 2015, we closed on our previously announced joint venture with Hudson's Bay Company, or HBC, whereby we currently have an 8.9% noncontrolling interest in a joint venture to which HBC contributed 42 of its properties in the U.S. Later in the third quarter of 2015, the joint venture acquired an additional 41 properties in Germany concurrently with HBC's acquisition of Galeria Holding, the parent company of Germany's leading department store, Kaufhof, as further discussed in Note 7 of the notes to the consolidated financial statements.

All of the joint venture's properties have been leased to affiliates of HBC.

On August 13, 2015, we and our partner opened Gloucester Premium Outlets, a 370,000 square foot outlet center.

On July 9, 2015, through a European joint venture, we and our partner opened Vancouver Designer Outlet, a 242,000 square foot outlet center.

We have a 45% noncontrolling interest in this new center.

During the second quarter of 2015, we formed a joint venture with Sears Holdings, or Sears, whereby we have a 50% noncontrolling interest in a joint venture in which Sears contributed 10 of its properties located at our malls.

Seritage Growth Properties, or Seritage, now holds Sears' interest in the joint venture.

a $80.2 million gain on the sale of marketable securities in the second quarter of 2015,

a $25.9 million increase in lease settlement income,

a $13.9 million increase attributable to dividend income, and

a $8.3 million gain on the sale of our interests in certain pre-development projects in Europe.

Property operating expense increased $27.4 million, due to a $12.1 million increase related to the property transactions, and a $15.3 million increase in comparable property activity as a result of inflationary cost increases.

Real estate taxes increased $48.7 million, of which the property transactions accounted for $15.3 million, with the remaining increase primarily caused by higher tax estimates in 2015.

Other expenses increased $11.2 million primarily due to an increase in legal costs and professional fees as well as acquisition-related costs in the first quarter of 2015, partially offset by a favorable net foreign currency revaluation impact on foreign currency-denominated assets and liabilities.

During 2015, we recorded a loss on extinguishment of debt of $121.0 million as a result of an early redemption of senior unsecured notes.

During 2015, we disposed of our interests in three unconsolidated retail properties resulting in a gain of $43.6 million and we recorded a non-cash gain on Klépierre's acquisition of Corio of $206.9 million as discussed in Note 3 of the accompanying notes to consolidated financial statements.

Additionally, in 2014, we acquired the remaining 50% interest in Arizona Mills from our joint venture partner.

Discontinued operations decreased $67.5 million as the twelve months of 2014 included approximately five months of our ownership of the Washington Prime properties, whereas 2015 did not include any ownership of those properties.

Results for 2014 also included $38.2 million in transaction costs related to the Washington Prime spin-off.

During 2014, we recorded a gain related to Klépierre's sale of a portfolio of 126 properties and our disposal of three retail properties.

The property was previously accounted for under the equity method and we recognized a non-cash gain upon consolidation of this property.

funded the acquisition of two properties, acquired the land and existing structure anchored to one of our wholly owned properties, funded an additional equity stake in Klépierre, funded the acquisition of our joint venture interest in ten assets that are adjacent to our existing properties, funded our portion of a joint venture development project, and funded the purchase of a noncontrolling interest in a joint venture, the aggregate cash portion of which was $1.4 billion,

funded investments in unconsolidated entities of $329.9 million,

funded the repurchase of our common stock and the purchase of limited partner units of $505.7 million, and

On July 29, 2014 Klépierre announced that it had entered into a conditional agreement to acquire Corio N.V., or Corio, pursuant to which Corio shareholders would receive 1.14 Klépierre ordinary shares for each Corio ordinary share.

On January 15, 2015 the tender offer transaction closed, and it is anticipated that Klépierre will own all of the equity of Corio on March 31, 2015 through a merger transaction, after which our percentage ownership will be diluted to approximately 18.3%.

On May 28, 2014, as further discussed in Note 3 to the notes to the consolidated financial statements, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime Group Inc., or Washington Prime, an independent, publicly traded REIT (now doing business as WP GLIMCHER).

The historical results of operations of the Washington Prime properties as well as the related assets and liabilities are presented as discontinued operations in the accompanying consolidated financial statements.

decreased interest expense in 2014 as further discussed below,

increased lease settlement and land sale activity as further discussed below, and

partially offset by a 2013 gain of $93.4 million, or $0.26 per diluted share, due to the sale or disposal of our interests in certain properties as further discussed below and the acquisition of a controlling interest in an outlet center,

a loss on extinguishment of debt of $127.6 million, or $0.35 per diluted share.

Our share of portfolio NOI grew by 6.7% in 2014 as compared to 2013.

Average base minimum rent

Completing cash tender offers for any and all of five series of the Operating Partnership's outstanding senior unsecured notes with maturity dates ranging from 2015 to 2017.

The total principal amount of the notes tendered and accepted for purchase was approximately $1.322 billion, with a weighted average duration of 1.7 years and a weighted average coupon rate of 5.60%.

The Operating Partnership purchased the tendered notes using cash on hand and the proceeds from an offering of $1.3 billion of senior unsecured notes that closed on September 10, 2014.

The senior notes offering was comprised of $900.0 million of 3.375% notes due 2024 and $400.0 million of 4.25% notes due 2044.

Combined, the new issues of senior notes have a weighted average duration of 16.1 years and a weighted average coupon rate of 3.64%.

A portion of the proceeds from the senior notes offering was also used to fund the redemption on September 30, 2014 of all $250.0 million outstanding principal amount of the 7.875% notes due 2016 issued by one of our subsidiaries.

Repaying $300.0 million on our $4.0 billion unsecured revolving credit facility, or Credit Facility.

Establishing a global unsecured commercial paper note program, or the Commercial Paper program, which provides a borrowing capacity of $500.0 million.

| | | | | | | | | | | |

| Consolidated | | $603 | | — | | $603 | | 2.6% | | $588 |

_International Property Data_

On December 4, 2012, we acquired the remaining 50% noncontrolling interest in two previously consolidated outlet properties located in Livermore, California, and Grand Prairie, Texas, which opened on November 8, 2012 and August 16, 2012, respectively.

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, through an acquisition of substantially all of the assets of TMLP, additional interests in 26 joint venture properties in a transaction we refer to as the Mills transaction.

Nine of these properties became consolidated properties at the acquisition date.

During 2012, we disposed of one mall, two community centers and six retail properties.

On December 31, 2012, we contributed The Shops at Mission Viejo, a wholly-owned property, to a newly formed joint venture in exchange for an interest in Woodfield Mall, a property contributed to the same joint venture by our joint venture partner.

On October 19, 2012, we and our partner, Tanger, opened Tanger Outlets in Galveston/Houston, a 350,000 square foot upscale outlet center located in Texas City, Texas.

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 properties, 16 remained unconsolidated at the acquisition date.

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.

In the following

Overage rents increased $27.1 million, or 14.5%, as a result of an increase in tenant sales at the comparable properties in 2013 compared to 2012 of $20.1 million as well as an increase related to the property transactions of $7.0 million.

a $18.3 million decrease in interest income primarily related to the repayment of related party loans and loans held for investment,

a $12.4 million gain in 2012 on the sale of our investments in two multi-family residential facilities,

Our future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR, which was at historically low levels during [removed: 2014.][added: 2015.]

Based upon consolidated indebtedness and interest rates at December 31, [removed: 2014,] [added: 2015,] a 50 basis point increase in the market rates of interest would decrease future earnings and cash flows by approximately [removed: $9.2] [added: $10.5] million, and would decrease the fair value of debt by approximately [removed: $474.0] [added: $501.2] million.

Simon Property Group, Inc., Simon or the Company, is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as [removed: amended.][added: amended, or the Internal Revenue Code.]

REITs will generally not be liable for federal corporate income taxes as long as they [removed: continue to] distribute not less than 100% of their [added: REIT] taxable income.

We own, develop and manage retail real estate properties, which consist primarily of malls, Premium [removed: Outlets®] [added: Outlets®,] and The Mills®.

As of December 31, [removed: 2014,] [added: 2015,] we owned or held an interest in [removed: 207] [added: 209] income-producing properties in the United States, which consisted of [removed: 109] [added: 108] malls, [removed: 68] [added: 71] Premium Outlets, [removed: 13] [added: 14] Mills, [removed: three community] [added: four lifestyle] centers, and [removed: 14] [added: 12] other retail properties in 37 states and Puerto Rico.

[removed: We have four outlets under development and] [added: In addition, we] have redevelopment and expansion projects, including the addition of [removed: anchors and] [added: anchors,] big box tenants, [added: and restaurants,] underway at [removed: more than 25] [added: 29] properties in the U.S. and [removed: Asia.][added: Europe.]

Internationally, as of December 31, [removed: 2014,] [added: 2015,] we had ownership interests in nine Premium Outlets in Japan, three Premium Outlets in South Korea, two Premium Outlets in Canada, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia.

As of December 31, [removed: 2014,] [added: 2015,] we had [added: a] noncontrolling ownership [removed: interests] [added: interest] in [added: a joint venture that holds] five outlet properties in Europe [removed: through our joint venture with McArthurGlen.][added: and one outlet property in Canada.]

Of the five [removed: properties,] [added: properties in Europe,] two are located in Italy and one each is located in Austria, the Netherlands, and the United Kingdom.

Additionally, as of December 31, [removed: 2014,] [added: 2015,] we owned a [removed: 28.9%] [added: 20.3%] equity stake in Klépierre SA, or Klépierre, a publicly traded, Paris-based real estate company, which owns, or has an interest in, shopping centers located in [removed: 13] [added: 16] countries in Europe.

For a description of our operational strategies and developments in our business during [removed: 2014,] [added: 2015,] see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.

Because our REIT qualification requires us to distribute at least 90% of our [added: REIT] taxable income, we regularly access the debt markets to raise the funds necessary to finance acquisitions, develop and redevelop properties, and refinance [added: maturing debt.]

For example, the Operating Partnership's line of credit and the indentures for the Operating Partnership's debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related [removed: arrangement,] [added: agreements,] and secured debt to 50% of total assets.

In addition, these agreements contain other covenants requiring compliance with financial [removed: ratios.]

Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for [removed: our equity securities and] the debt securities of the Operating Partnership.

We strive to maintain investment grade ratings at all [removed: times,] [added: times for various business reasons, including their effect on our ability to access attractive capital,] but we cannot assure you that we will be able to do so in the future.

If our Board of Directors determines to seek additional capital, we may raise such capital by offering equity or [removed: debt securities,] [added: incurring debt,] creating joint ventures with existing ownership interests in properties, entering into joint venture arrangements for new development projects, retaining cash flows or a combination of these methods.

If [removed: the] [added: our] Board of Directors determines to raise equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock.

[removed: The] [added: Our] Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate.

Such securities may be senior to [removed: the] [added: our] outstanding classes of common stock.

We expect most future borrowings [removed: would] [added: will] be made through the Operating Partnership or its subsidiaries.

We might, however, incur borrowings [added: through other entities] that would be reloaned to the Operating Partnership.

Any such indebtedness may also have full or limited recourse to the borrower or [added: be] cross-collateralized with other debt, or may be fully or partially guaranteed by the Operating Partnership.

[removed: On April 7, 2014, the] [added: The] Operating Partnership [removed: amended and extended its] [added: has a] $4.0 billion unsecured revolving credit facility, or Credit Facility.

The initial maturity date of the Credit Facility [removed: was extended to] [added: is] June 30, 2018 and can be extended for an additional year to June 30, 2019 at our sole [removed: option.][added: option, subject to our continued compliance with the terms thereof.]

The Operating Partnership also has [removed: an additional $2.0] [added: a $2.75] billion [added: supplemental] unsecured revolving credit facility, or Supplemental Facility, [removed: which may be increased to $2.5 billion during its term.][added: and together with the Credit Facility, the Credit Facilities.]

We issue debt securities through the Operating Partnership, but we may issue our debt securities which may be convertible [removed: into capital] [added: to common or preferred] stock or be accompanied by warrants to purchase [removed: capital] [added: common or preferred] stock.

[removed: Under the terms of the program, the] [added: The] Operating Partnership may issue unsecured commercial paper notes, denominated in U.S. dollars, Euros and other [removed: currencies, up to a maximum aggregate amount outstanding at any time of $500.0 million, or the non-U.S. dollar equivalent thereof.][added: currencies.]

[removed: Our] [added: The] Commercial Paper program is supported by [removed: our credit facilities] [added: the Credit Facilities] and if necessary or appropriate, we may make one or more draws under [added: either] the [removed: credit facilities] [added: Credit Facilities] to pay amounts outstanding from time to time on the Commercial Paper program.

issuance of additional [added: common] units of limited partnership interest in the Operating Partnership, or units;

issuance of preferred units of [added: limited partnership interest in] the Operating [removed: Partnership;][added: Partnership, or preferred units;]

The Operating Partnership may also issue units to [removed: transferors] [added: contributors] of properties or other partnership interests which may permit the [removed: transferor] [added: contributor] to defer [added: tax] gain recognition [removed: for tax purposes.][added: under the Internal Revenue Code.]

Mortgage financing instruments, however, [removed: usually] [added: typically] limit additional indebtedness on such properties.

[removed: unsecured credit facilities,] [added: Additionally, the Credit Facilities, our] unsecured note indentures and other contracts may limit our ability to borrow and contain limits on mortgage indebtedness we may [removed: incur.][added: incur as well as certain financial covenants we must maintain.]

We have adopted governance principles governing the function, conduct, selection, orientation and duties of our Board of Directors and the Company, as well as written charters for each of the standing Committees of [removed: the] [added: our] Board of Directors.

In addition, the Audit and Compensation Committees of our Board of Directors are comprised [added: entirely] of independent members who meet the additional independence [added: and financial sophistication] requirements of the NYSE.

The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simons or other [removed: of our] limited partners of the Operating Partnership.

In order to avoid any conflict of interest between us and the Simons, our charter requires that at least [removed: six] [added: three-fourths] of our independent directors must authorize and require the Operating Partnership to sell any property it owns.

Noncompetition agreements executed by [removed: Herbert Simon] [added: David Simon, our Chairman] and [added: Chief Executive Officer, and Herbert Simon, our Chairman Emeritus, as well as] David [removed: Simon] [added: Simon's employment agreement] contain covenants limiting their ability to participate in certain shopping center activities.

We intend to make investments which are consistent with our qualification as a REIT, unless [removed: the] [added: our] Board of Directors determines that it is no longer in our best interests to so qualify as a REIT.

[removed: The] [added: Our] Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements.

We opened four outlets in 2015 and have three outlets and two other significant retail projects under development.

ratios.

On March 2, 2015, the Operating Partnership amended and extended the Supplemental Facility.

The initial borrowing capacity of $2.0 billion was increased to $2.75 billion, may be further increased to $3.5 billion during its term, will initially mature on June 30, 2019 and can be extended for an additional year to June 30, 2020 at our sole option, subject to our continued compliance with the terms thereof.

The base interest rate on each of the Credit Facility and the Supplemental Facility is LIBOR plus 80 basis points with an additional facility fee of 10 basis points.

The Credit Facilities provide for borrowings denominated in U.S. dollars, Euros, Yen, Sterling, Canadian dollars and Australian dollars.

On March 2, 2015, the Operating Partnership increased the maximum aggregate program size of its global unsecured commercial paper note program, or the Commercial Paper program, from $500.0 million to $1.0 billion, or the non-U.S. dollar equivalent thereof.

These notes are sold under customary terms in the U.S. and Euro commercial paper note markets and rank (either by themselves or as a result of the guarantee described above) _pari passu_ with the Operating Partnership's other unsecured senior indebtedness.

On April 2, 2015, our Board of Directors authorized us to repurchase up to $2.0 billion of our common stock over a twenty-four month period as market conditions warrant, or the Repurchase Program.

Under the Repurchase Program, we may repurchase the shares in the open market or in privately negotiated transactions.

brick and mortar retail properties.

purchased 1,903,340 shares of common stock in the open market pursuant to our Repurchase Program;

amended and extended the Supplemental Facility in March 2015 to increase our borrowing capacity and extend its term;

issued €750.0 million of unsecured notes on November 18, 2015 at a fixed interest rate of 1.375% with a maturity date of November 18, 2022; as of December 31, 2015, the U.S. dollar equivalent was $820.0 million; and

On May 28, 2014, as further discussed in Note 3 to the notes to the consolidated financial statements, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime Group Inc., or Washington Prime, an independent, publicly traded REIT (now doing business as WP GLIMCHER).

The historical results of operations of the Washington Prime properties as well as the related assets and liabilities are presented as discontinued operations in the accompanying consolidated financial statements.

maturing debt.

The Supplemental Facility will initially mature on June 30, 2016 and can be extended for an additional year at our sole option.

On October 6, 2014, the Operating Partnership established a global unsecured commercial paper note program, or the Commercial Paper program.

Additionally, our

issued 9,137,500 shares of common stock in a public offering at a public offering price of $137.00 per share;

entered into the Supplemental Facility in June 2012;

Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, and Executive Committee Charter.

We are involved from time-to-time in various legal [added: and regulatory] proceedings that arise in the ordinary course of our business, including, but not limited [removed: to] [added: to,] commercial disputes, environmental matters, and litigation in connection with transactions [removed: including] [added: such as] acquisitions and divestitures.

We believe that [removed: such litigation, claims and administrative] [added: our current] proceedings will not have a material adverse [removed: impact] [added: effect] on our financial [removed: position] [added: condition, liquidity] or [removed: our] results of operations.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

| Delaware (State or other jurisdiction of incorporation or organization) | | 001-14469 (Commission File No.) | | [removed: 046-268599] [added: 04-6268599] (I.R.S. Employer Identification No.) |

Indicate by [removed: checkmark] [added: check mark] whether the Registrant is a shell company (as defined in rule 12-b of the Act).

The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately [removed: $51,280] [added: $53,152] million based on the closing sale price on the New York Stock Exchange for such stock on June 30, [removed: 2014.][added: 2015.]

As of January [removed: 30, 2015,] [added: 29, 2016,] Simon Property Group, Inc. had [removed: 314,381,664] [added: 314,806,649] and 8,000 shares of common stock and Class B common stock outstanding, respectively.

Portions of the Registrant's Proxy Statement in connection with its [removed: 2015] [added: 2016] Annual Meeting of Stockholders are incorporated by reference in Part III.

| [ [removed: 1.](#da13501_item_1._business)] [added: 1.](#da43401_item_1._business)] | | [ [removed: Business](#da13501_item_1._business)] [added: Business](#da43401_item_1._business)] | | | [ [removed: 3](#da13501_item_1._business)] [added: 3](#da43401_item_1._business)] | |

| [removed: [1A.](#dc13501_item_1a._risk_factors)] [added: [1A.](#dc43401_item_1a._risk_factors)] | | [Risk [removed: Factors](#dc13501_item_1a._risk_factors)] [added: Factors](#dc43401_item_1a._risk_factors)] | | | [removed: [8](#dc13501_item_1a._risk_factors)] [added: [9](#dc43401_item_1a._risk_factors)] | |

| [removed: [1B.](#dc13501_item_1b._unresolved_staff_comments)] [added: [1B.](#dc43401_item_1b._unresolved_staff_comments)] | | [Unresolved Staff [removed: Comments](#dc13501_item_1b._unresolved_staff_comments)] [added: Comments](#dc43401_item_1b._unresolved_staff_comments)] | | | [removed: [13](#dc13501_item_1b._unresolved_staff_comments)] [added: [17](#dc43401_item_1b._unresolved_staff_comments)] | |

| [removed: [2.](#dc13501_item_2._properties)] [added: [2.](#dc43401_item_2._properties)] | | [removed: [Properties](#dc13501_item_2._properties)] [added: [Properties](#dc43401_item_2._properties)] | | | [removed: [14](#dc13501_item_2._properties)] [added: [18](#dc43401_item_2._properties)] | |

| [removed: [3.](#dx13501_item_3._legal_proceedings)] [added: [3.](#dx43401_item_3._legal_proceedings)] | | [Legal [removed: Proceedings](#dx13501_item_3._legal_proceedings)] [added: Proceedings](#dx43401_item_3._legal_proceedings)] | | | [removed: [40](#dx13501_item_3._legal_proceedings)] [added: [44](#dx43401_item_3._legal_proceedings)] | |

| [removed: [4.](#dx13501_item_4._mine_safety_disclosures)] [added: [4.](#dx43401_item_4._mine_safety_disclosures)] | | [Mine Safety [removed: Disclosures](#dx13501_item_4._mine_safety_disclosures)] [added: Disclosures](#dx43401_item_4._mine_safety_disclosures)] | | | [removed: [40](#dx13501_item_4._mine_safety_disclosures)] [added: [44](#dx43401_item_4._mine_safety_disclosures)] | |

| [ [removed: 5.](#dy13501_item_5._market_for_the_registr__ite04801)] [added: 5.](#dy43401_item_5._market_for_the_registr__ite04801)] | | [ Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#dy13501_item_5._market_for_the_registr__ite04801)] [added: Securities](#dy43401_item_5._market_for_the_registr__ite04801)] | | | [ [removed: 41](#dy13501_item_5._market_for_the_registr__ite04801)] [added: 45](#dy43401_item_5._market_for_the_registr__ite04801)] | |

| [removed: [6.](#dy13501_item_6._selected_financial_data)] [added: [6.](#dy43401_item_6._selected_financial_data)] | | [Selected Financial [removed: Data](#dy13501_item_6._selected_financial_data)] [added: Data](#dy43401_item_6._selected_financial_data)] | | | [removed: [42](#dy13501_item_6._selected_financial_data)] [added: [47](#dy43401_item_6._selected_financial_data)] | |

| [removed: [7.](#dy13501_item_7._management_s_discussio__ite03668)] [added: [7.](#dy43401_item_7._management_s_discussio__ite03668)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#dy13501_item_7._management_s_discussio__ite03668)] [added: Operations](#dy43401_item_7._management_s_discussio__ite03668)] | | | [removed: [43](#dy13501_item_7._management_s_discussio__ite03668)] [added: [48](#dy43401_item_7._management_s_discussio__ite03668)] | |

| [removed: [7A.](#ee13501_item_7a._qualitative_and_quant__ite02619)] [added: [7A.](#ec43401_item_7a._qualitative_and_quant__ite02619)] | | [Qualitative and Quantitative Disclosure About Market [removed: Risk](#ee13501_item_7a._qualitative_and_quant__ite02619)] [added: Risk](#ec43401_item_7a._qualitative_and_quant__ite02619)] | | | [removed: [61](#ee13501_item_7a._qualitative_and_quant__ite02619)] [added: [66](#ec43401_item_7a._qualitative_and_quant__ite02619)] | |

| [removed: [8.](#fa13501_item_8._financial_statements_and_supplementary_data)] [added: [8.](#fa43401_item_8._financial_statements_and_supplementary_data)] | | [Financial Statements and Supplementary [removed: Data](#fa13501_item_8._financial_statements_and_supplementary_data)] [added: Data](#fa43401_item_8._financial_statements_and_supplementary_data)] | | | [removed: [62](#fa13501_item_8._financial_statements_and_supplementary_data)] [added: [67](#fa43401_item_8._financial_statements_and_supplementary_data)] | |

| [removed: [9.](#fw13501_item_9._changes_in_and_disagre__ite03576)] [added: [9.](#fu43401_item_9._changes_in_and_disagre__ite03576)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#fw13501_item_9._changes_in_and_disagre__ite03576)] [added: Disclosure](#fu43401_item_9._changes_in_and_disagre__ite03576)] | | | [removed: [103](#fw13501_item_9._changes_in_and_disagre__ite03576)] [added: [106](#fu43401_item_9._changes_in_and_disagre__ite03576)] | |

| [removed: [9A.](#fw13501_item_9a._controls_and_procedures)] [added: [9A.](#CnA)] | | [Controls and [removed: Procedures](#fw13501_item_9a._controls_and_procedures)] [added: Procedures](#CnA)] | | | [removed: [103](#fw13501_item_9a._controls_and_procedures)] [added: [106](#CnA)] | |

| [removed: [9B.](#fw13501_item_9b._other_information)] [added: [9B.](#fu43401_item_9b._other_information)] | | [Other [removed: Information](#fw13501_item_9b._other_information)] [added: Information](#fu43401_item_9b._other_information)] | | | [removed: [103](#fw13501_item_9b._other_information)] [added: [107](#fu43401_item_9b._other_information)] | |

| [ Part [removed: III](#fw13501_part_iii)] [added: III](#fu43401_part_iii)] | | | | | | |

| [ [removed: 10.](#fw13501_item_10._directors,_executive___ite02336)] [added: 10.](#fu43401_item_10._directors,_executive___ite02336)] | | [ Directors, Executive Officers and Corporate [removed: Governance](#fw13501_item_10._directors,_executive___ite02336)] [added: Governance](#fu43401_item_10._directors,_executive___ite02336)] | | | [ [removed: 104](#fw13501_item_10._directors,_executive___ite02336)] [added: 108](#fu43401_item_10._directors,_executive___ite02336)] | |

| [removed: [11.](#fw13501_item_11._executive_compensation)] [added: [11.](#fu43401_item_11._executive_compensation)] | | [Executive [removed: Compensation](#fw13501_item_11._executive_compensation)] [added: Compensation](#fu43401_item_11._executive_compensation)] | | | [removed: [104](#fw13501_item_11._executive_compensation)] [added: [108](#fu43401_item_11._executive_compensation)] | |

| [removed: [12.](#fw13501_item_12._security_ownership_of__ite04004)] [added: [12.](#fu43401_item_12._security_ownership_of__ite04004)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#fw13501_item_12._security_ownership_of__ite04004)] [added: Matters](#fu43401_item_12._security_ownership_of__ite04004)] | | | [removed: [104](#fw13501_item_12._security_ownership_of__ite04004)] [added: [108](#fu43401_item_12._security_ownership_of__ite04004)] | |

| [removed: [13.](#fw13501_item_13._certain_relationships__ite03088)] [added: [13.](#fu43401_item_13._certain_relationships__ite03088)] | | [Certain Relationships and Related Transactions and Director [removed: Independence](#fw13501_item_13._certain_relationships__ite03088)] [added: Independence](#fu43401_item_13._certain_relationships__ite03088)] | | | [removed: [104](#fw13501_item_13._certain_relationships__ite03088)] [added: [108](#fu43401_item_13._certain_relationships__ite03088)] | |

| [removed: [14.](#fw13501_item_14._principal_accountant_fees_and_services)] [added: [14.](#fu43401_item_14._principal_accountant_fees_and_services)] | | [Principal Accountant Fees and [removed: Services](#fw13501_item_14._principal_accountant_fees_and_services)] [added: Services](#fu43401_item_14._principal_accountant_fees_and_services)] | | | [removed: [104](#fw13501_item_14._principal_accountant_fees_and_services)] [added: [108](#fu43401_item_14._principal_accountant_fees_and_services)] | |

| [ [removed: 15.](#fy13501_item_15._exhibits_and_financial_statement_schedules)] [added: 15.](#fw43401_item_15._exhibits_and_financial_statement_schedules)] | | [ Exhibits, and Financial Statement [removed: Schedules](#fy13501_item_15._exhibits_and_financial_statement_schedules)] [added: Schedules](#fw43401_item_15._exhibits_and_financial_statement_schedules)] | | | [ [removed: 105](#fy13501_item_15._exhibits_and_financial_statement_schedules)] [added: 109](#fw43401_item_15._exhibits_and_financial_statement_schedules)] | |

10-K 1 a2227275z10-k.htm 10-K

[Part IV](#fw43401_part_iv)

December 31, 2015

| [Part I](#da43401_part_i) | | | | | | |

| [ Part II](#dy43401_part_ii) | | | | | | |

| [ Part IV](#fw43401_part_iv) | | | | | | |

| [ Signatures ](#jc43401_signatures) | | | | | [ 110](#jc43401_signatures) | |

10-K 1 a2222982z10-k.htm 10-K

[Part IV](#fy13501_part_iv)

December 31, 2014

| [Part I](#da13501_part_i) | | | | | | |

| [ Part II](#dy13501_part_ii) | | | | | | |

| [ Part IV](#fy13501_part_iv) | | | | | | |

| [ Signatures ](#jc13501_signatures) | | | | | [ 106](#jc13501_signatures) | |

Our U.S. properties primarily consist of malls, Premium Outlets, The Mills, [removed: community] [added: lifestyle] centers and other retail properties.

These properties contain an aggregate of approximately [removed: 182.0] [added: 184.2] million square feet of gross leasable area, or GLA.

Our [removed: 109] [added: 108] malls are generally enclosed centers and range in size from approximately [removed: 425,000] [added: 465,000] to [removed: 2.5] [added: 2.6] million square feet of GLA.

Our malls contain in the aggregate more than [removed: 13,900] [added: 13,700] occupied stores, including approximately [removed: 516] [added: 517] anchors, which are predominately national retailers.

Our [removed: 68] [added: 71] Premium Outlets range in size from approximately 150,000 to [removed: 850,000] [added: 870,000] square feet of GLA.

The Premium Outlets are generally located [removed: near] [added: within a close proximity to] major metropolitan areas and/or tourist destinations.

The [removed: 13] [added: 14] properties in The Mills generally range in size from [removed: 1.1] [added: 1.2] million to [removed: 2.2] [added: 2.3] million square feet of GLA and are located in major metropolitan areas.

We also have interests in [removed: three community] [added: four lifestyle] centers and [removed: 14] [added: 12] other retail properties.

The [removed: community] [added: lifestyle] centers range in size from [removed: 230,000] [added: 160,000] to 900,000 square feet of GLA.

The other retail properties range in size from approximately 150,000 to [removed: 750,000] [added: 730,000] square feet of GLA and are considered non-core to our business model.

In total, the [removed: community] [added: lifestyle] centers and other retail properties represent [removed: 1.4%] [added: approximately 1.0%] of our total operating income before depreciation and amortization.

As of December 31, [removed: 2014,] [added: 2015,] approximately [removed: 97.1%] [added: 96.1%] of the owned GLA in malls and Premium Outlets was leased and approximately [removed: 98.4%] [added: 98.5%] of the owned GLA for The Mills was leased.

We wholly own [removed: 133] [added: 137] of our properties, effectively control 13 properties in which we have a joint venture interest, and hold the remaining [removed: 61] [added: 59] properties through unconsolidated joint venture interests.

We are the managing or co-managing general partner or member of [removed: 204] [added: 206] properties in the United States.

The following property table summarizes certain data for our malls, Premium Outlets, The Mills, [removed: community] [added: lifestyle] centers and other retail properties located in the United States, including Puerto Rico, as of December 31, [removed: 2014.][added: 2015.]

| 1. | | Apple Blossom Mall | | VA | | Winchester | | Fee | | | 49.1 | % (4) | Acquired 1999 | | | [removed: 97.3%] [added: 92.4%] | | | [removed: 473,153] [added: 473,103] | | Belk, JCPenney, Sears, Carmike Cinemas |

| 2. | | Auburn Mall | | MA | | Auburn | | Fee | | | 56.4 | % (4) | Acquired 1999 | | | [removed: 100.0] [added: 99.4%] | [removed: %] | | 586,242 | | Macy's (9), Sears |

| 3. | | Aventura Mall (1) | | FL | | Miami Beach (Miami) | | Fee | | | 33.3 | % (4) | Built 1983 | | | [removed: 98.7%] [added: 96.8%] | | | [removed: 2,104,735] [added: 2,105,023] | | Bloomingdale's, [removed: Macy's,] Macy's [removed: Men's & Home Furniture,] [added: (9),] JCPenney, Sears, Nordstrom, Equinox Fitness Clubs, AMC Theatres |

| 4. | | Avenues, The | | FL | | Jacksonville | | Fee | | | 25.0 | % (4)(2) | Built 1990 | | | [removed: 97.6%] [added: 94.1%] | | | [removed: 1,114,367] [added: 1,113,547] | | Belk, Dillard's, JCPenney, Sears, Forever 21 |

| 5. | | Bangor Mall | | ME | | Bangor | | Fee | | | 87.6 | % | Acquired 2003 | | | [removed: 99.4%] [added: 92.0%] | | | [removed: 652,531] [added: 652,622] | | Macy's, JCPenney, Sears, Dick's Sporting Goods |

| 6. | | Barton Creek Square | | TX | | Austin | | Fee | | | 100.0 | % | Built 1981 | | | [removed: 98.9%] [added: 99.9%] | | | [removed: 1,429,568] [added: 1,429,521] | | Nordstrom, Macy's, Dillard's (9), JCPenney, Sears, AMC Theatre |

| 7. | | Battlefield Mall | | MO | | Springfield | | Fee and Ground Lease (2056) | | | 100.0 | % | Built 1970 | | | [removed: 95.7%] [added: 94.1%] | | | [removed: 1,201,576] [added: 1,201,628] | | Macy's, Dillard's (9), JCPenney, Sears, MC Sporting Goods |

| 8. | | Bay Park Square | | WI | | Green Bay | | Fee | | | 100.0 | % | Built 1980 | | | [removed: 89.8%] [added: 91.4%] | | | [removed: 711,747] [added: 711,732] | | [removed: Younkers,] Younkers [removed: Home Furniture Gallery,] [added: (9),] Kohl's, ShopKo, Marcus Cinema 16 |

| 9. | | Brea Mall | | CA | | Brea (Los Angeles) | | Fee | | | 100.0 | % | Acquired 1998 | | | [removed: 98.9%] [added: 97.2%] | | | [removed: 1,319,398] [added: 1,319,477] | | Nordstrom, Macy's (9), JCPenney, Sears |

| 10. | | Briarwood Mall | | MI | | Ann Arbor | | Fee | | | 50.0 | % (4) | Acquired 2007 | | | [removed: 96.1%] [added: 99.4%] | | | [removed: 983,111] [added: 979,005] | | Macy's, JCPenney, Sears, Von Maur, MC Sporting Goods |

| 11. | | Broadway Square | | TX | | Tyler | | Fee | | | 100.0 | % | Acquired 1994 | | | [removed: 95.3%] [added: 97.6%] | | | [removed: 627,361] [added: 627,562] | | Dillard's, JCPenney, Sears |

| 12. | | Burlington Mall | | MA | | Burlington (Boston) | | Fee and Ground Lease (2048) (7) | | | 100.0 | % | Acquired 1998 | | | [removed: 98.2%] [added: 95.6%] | | | [removed: 1,317,237] [added: 1,317,293] | | Macy's, Lord & Taylor, Sears, Nordstrom, Crate & [removed: Barrel] [added: Barrel, Primark (6)] |

| 13. | | Cape Cod Mall | | MA | | Hyannis | | Fee and Ground Leases (2029-2073) (7) | | | 56.4 | % (4) | Acquired 1999 | | | [removed: 96.3%] [added: 93.5%] | | | [removed: 721,896] [added: 722,482] | | Macy's (9), Sears, Best Buy, Marshalls, Barnes & Noble, Regal Cinema |

| 14. | | Castleton Square | | IN | | Indianapolis | | Fee | | | 100.0 | % | Built 1972 | | | [removed: 98.6%] [added: 96.8%] | | | [removed: 1,383,066] [added: 1,381,813] | | Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, AMC Theatres |

| 15. | | Cielo Vista Mall | | TX | | El Paso | | Fee and Ground Lease (2022) (7) | | | 100.0 | % | Built 1974 | | | [removed: 100.0] [added: 99.4%] | [removed: %] | | [removed: 1,245,895] [added: 1,245,876] | | Macy's, Dillard's (9), JCPenney, Sears, Cinemark Theatres |

| 16. | | Coconut Point | | FL | | Estero | | Fee | | | 50.0 | % (4) | Built 2006 | | | 96.8% | | | [removed: 1,204,897] [added: 1,205,033] | | Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, PetsMart, [removed: Ross Dress for Less,] [added: Ross,] Cost Plus World Market, T.J. Maxx, Hollywood Theatres, Super Target, Michael's, Sports Authority |

| 17. | | Coddingtown Mall | | CA | | Santa Rosa | | Fee | | | 50.0 | % (4) | Acquired 2005 | | | [removed: 66.8%] [added: 74.2%] | | | [removed: 822,943] [added: 823,563] | | Macy's, JCPenney, Whole Foods, [removed: Target] [added: Target, Nordstrom Rack (6)] |

| 18. | | College Mall | | IN | | Bloomington | | Fee and Ground Lease (2048) (7) | | | 100.0 | % | Built 1965 | | | [removed: 98.6%] [added: 96.0%] | | | [removed: 636,255] [added: 636,593] | | Macy's, [removed: Sears,] [added: Sears (15),] Target, Dick's Sporting Goods, Bed Bath & [removed: Beyond] [added: Beyond, 365 by Whole Foods (6)] |

| 19. | | Columbia Center | | WA | | Kennewick | | Fee | | | 100.0 | % | Acquired 1987 | | | [removed: 97.8%] [added: 98.2%] | | | [removed: 771,137] [added: 772,469] | | Macy's (9), JCPenney, Sears, Barnes & Noble, Regal Cinema, [removed: DSW] [added: DSW, Home Goods] (6) |

| 20. | | Copley Place | | MA | | Boston | | Fee | | | 94.4 | % (12) | Acquired 2002 | | | [removed: 97.8%] [added: 86.3%] | | | [removed: 1,242,603] [added: 1,253,074] | | Neiman Marcus, Barneys New York |

| 21. | | Coral Square | | FL | | Coral Springs (Miami) | | Fee | | | 97.2 | % | Built 1984 | | | 100.0 | % | | [removed: 943,886] [added: 943,791] | | Macy's (9), JCPenney, Sears, Kohl's |

| 22. | | Cordova Mall | | FL | | Pensacola | | Fee | | | 100.0 | % | Acquired 1998 | | | [removed: 96.2%] [added: 98.7%] | | | [removed: 918,079] [added: 922,209] | | Dillard's, Belk, Best Buy, Bed Bath & Beyond, Cost Plus World Market, [removed: Ross Dress for Less,] [added: Ross,] Dick's Sporting Goods |

| 23. | | Crystal Mall | | CT | | Waterford | | Fee | | | 78.2 | % (4) | Acquired 1998 | | | [removed: 92.3%] [added: 90.1%] | | | [removed: 783,116] [added: 783,502] | | Macy's, JCPenney, Sears, Bed Bath & Beyond, Christmas Tree Shops |

| 24. | | Dadeland Mall | | FL | | Miami | | Fee | | | 50.0 | % (4) | Acquired 1997 | | | [removed: 98.6%] [added: 99.4%] | | | [removed: 1,498,402] [added: 1,498,534] | | Saks Fifth Avenue, Nordstrom, Macy's (9), JCPenney |

| 25. | | Del Amo Fashion Center [removed: (13)] | | CA | | Torrance (Los Angeles) | | Fee | | | 50.0 | % (4) | Acquired 2007 | | | [removed: 92.8%] [added: 88.5%] | | | [removed: 2,094,060] [added: 2,576,164] | | [removed: Macy's Womens,] [added: Nordstrom,] Macy's [removed: Mens & Home & Furniture, Nordstrom (6),] [added: (9),] JCPenney, Sears, Marshalls, T.J. Maxx, Barnes & Noble, JoAnn Fabrics, Crate & Barrel, L.A. Fitness, AMC Theatres, (8) |

On April 13, 2015, we announced a joint venture with Sears Holdings, or Sears, whereby Sears contributed 10 of its properties located at our malls to the joint venture in exchange for a 50% noncontrolling interest in the joint venture.

Seritage Growth Properties, or Seritage, a public REIT recently formed by Sears, now holds Sears' interest in the joint venture.

| 20. | | Gloucester Premium Outlets | | NJ | | Blackwood (Philadelphia) | | Fee | | | 50.0 | % (4) | Built 2015 | | | 90.2% | | | 369,652 | | Adidas, American Eagle Outfitters, Armani Outlet, A/X Armani Exchange, Banana Republic, Calvin Klein, Columbia Sportswear, Express, Gap Outlet, Guess, Levi's, J. Crew, Loft Outlet, Nautica, Nike, Puma, Reebok, Tommy Hilfiger, Under Armour |

| 60. | | Tampa Premium Outlets | | FL | | Lutz (Tampa) | | Fee | | | 100.0 | % | Built 2015 | | | 90.7% | | | 441,248 | | Adidas, American Eagle Outfitters, Ann Taylor, Banana Rebublic, Brooks Brothers, Calvin Klein, Coach, Cole Hahn, Columbia Sportswear, Gap Outlet, Guess, J. Crew, Lucky Brand, Michael Kors, Nike, Polo Ralph Lauren, Puma, Reebok, Saks 5th Avenue Off 5th, Tommy Hilfiger, Under Armour, Vera Bradley |

| 63. | | Tucson Premium Outlets | | AZ | | Marana (Tucson) | | Fee | | | 100.0 | % | Built 2015 | | | 84.6% | | | 367,192 | | Adidas, Banana Republic, Brooks Brothers, Calvin Klein, Coach, Express, Forever 21, Gap Outlet, Guess, J. Crew, Levi's, Michael Kors, Nike, Saks 5th Avenue Off 5th, Skechers, Tommy Hilfiger, Under Armour |

| 9. | | Mills at Jersey Gardens, The | | NJ | | Elizabeth | | Fee | | | 100.0 | % | Acquired 2015 | | | 98.8% | | | 1,304,142 | | Bed Bath & Beyond, Burlington Coat Factory, Century 21 Department Store, Cohoes, Forever 21, Group USA, Last Call Neiman Marcus, Loews Theatres, Marshalls, Modell's, Nike Factory Store, Saks 5th Avenue Off 5th, Tommy Hilfiger, VF Outlet |

| | | Total Mills Properties GLA | | | | | | | | | | | | | | | | | 20,943,748 | | |

| | | Lifestyle Centers | | | | | | | | | | | | | | | | | | | |

| 4. | | University Park Village | | TX | | Fort Worth | | Fee | | | 100.0 | % | Acquired 2015 | | | 100.0 | % | | 160,077 | | Anthropologie, Pottery Barn |

| | | Total Lifestyle Centers GLA | | | | | | | | | | | | | | | | | 1,958,789 | | |

interest under an option, right of first refusal or other provision.

Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective property.

| Circle Centre — 129,944 sq. ft. Copley Place — 884,142 sq. ft. Domain, The — 156,240 sq. ft. Fashion Centre at Pentagon City, The — 169,089 sq. ft. Firewheel Town Center — 75,303 sq. ft. | | Menlo Park Mall — 49,481 sq. ft. Oxford Valley Mall — 133,876 sq. ft. Plaza Carolina — 27,398 sq. ft. Southdale Center — 20,393 sq. ft. |

| Month to Month Leases | | | 445 | | | 1,222,938 | | $ | 52.63 | | | 1.3 | % |

| 2016 | | | 2,170 | | | 7,096,525 | | $ | 43.78 | | | 6.1 | % |

| 2017 | | | 2,588 | | | 8,667,329 | | $ | 45.95 | | | 7.8 | % |

| 2018 | | | 2,404 | | | 8,629,006 | | $ | 48.53 | | | 8.2 | % |

| 2019 | | | 1,894 | | | 7,256,147 | | $ | 46.96 | | | 6.7 | % |

| 2020 | | | 1,696 | | | 6,306,093 | | $ | 48.16 | | | 5.9 | % |

| 2021 | | | 1,356 | | | 5,615,580 | | $ | 47.66 | | | 5.3 | % |

| 2022 | | | 1,490 | | | 5,667,409 | | $ | 50.94 | | | 5.7 | % |

| 2023 | | | 1,699 | | | 6,478,381 | | $ | 52.93 | | | 6.8 | % |

| 2024 | | | 1,529 | | | 5,885,487 | | $ | 55.17 | | | 6.3 | % |

| 2025 | | | 1,492 | | | 5,463,717 | | $ | 59.63 | | | 6.3 | % |

| 2026 and Thereafter | | | 622 | | | 3,314,870 | | $ | 43.42 | | | 2.9 | % |

| Anchors | | | | | | | | | | | | | |

| 2016 | | | 2 | | | 191,285 | | $ | 1.80 | | | 0.0 | % |

| 2017 | | | 19 | | | 2,590,032 | | $ | 3.04 | | | 0.1 | % |

| 2018 | | | 17 | | | 2,177,984 | | $ | 4.60 | | | 0.2 | % |

| 2019 | | | 20 | | | 2,203,190 | | $ | 5.14 | | | 0.2 | % |

| 2020 | | | 24 | | | 2,835,524 | | $ | 4.77 | | | 0.3 | % |

| 2021 | | | 14 | | | 1,611,894 | | $ | 5.19 | | | 0.2 | % |

| 2023 | | | 9 | | | 1,119,371 | | $ | 10.29 | | | 0.2 | % |

| 2025 | | | 18 | | | 2,095,999 | | $ | 9.56 | | | 0.4 | % |

| 2026 and Thereafter | | | 21 | | | 2,652,151 | | $ | 5.52 | | | 0.3 | % |

On January 15, 2015 the transaction closed, which resulted in a dilution of our ownership to approximately 18.3%.

On May 11, 2015, we purchased 6,290,000 additional shares of Klépierre for $279.4 million bringing our ownership to 20.3%.

As of December 31, 2015, our joint venture in Europe had noncontrolling ownership interests in six outlet properties, as well as a property management and development company.

Five of the outlet properties are located in Europe and one outlet property is located in Canada.

Of the five properties in Europe, two are located in Italy and one each is located in Austria, the Netherlands, and the United Kingdom.

| | | Total Mills Properties | | | | | | | | | | | | | | | | | 19,619,802 | | |

| | | Community Centers | | | | | | | | | | | | | | | | | | | |

| | | Total Community Centers GLA | | | | | | | | | | | | | | | | | 1,785,586 | | |

| 4. | | Indian River Commons | | FL | | Vero Beach | | Fee | | | 50.0 | % (4) | Built 1997 | | | 100.0% | | | 255,942 | | Lowe's Home Improvement, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michaels |

| 5. | | Indian River Mall | | FL | | Vero Beach | | Fee | | | 50.0 | % (4) | Built 1996 | | | 84.3% | | | 736,262 | | Dillard's, Macy's, JCPenney, Sears, AMC Theatres |

| 9. | | Shops at Sunset Place, The | | FL | | S. Miami | | Fee | | | 37.5 | % (4) (2) | Built 1999 | | | 83.4% | | | 517,964 | | Barnes & Noble, Gametime, Z Gallerie, LA Fitness, AMC Theatres, Splitsville, (8) |

| Circle Centre — 129,944 sq. ft. | | Greendale Mall — 119,860 sq. ft. |

| Copley Place — 869,018 sq. ft. | | Menlo Park Mall — 49,481 sq. ft. |

| Domain, The — 156,240 sq. ft. | | Oxford Valley Mall — 111,038 sq. ft. |

| Fashion Centre at Pentagon City, The — 169,550 sq. ft. | | Plaza Carolina — 27,343 sq. ft. |

| Firewheel Town Center — 75,303 sq. ft. | | Southdale Center — 20,393 sq. ft. |

| Month to Month Leases | | | 434 | | | 1,242,185 | | $ | 44.68 | | | 1.2 | % |

| 2015 | | | 2,085 | | | 6,506,235 | | $ | 44.74 | | | 6.4 | % |

| 2016 | | | 2,444 | | | 8,274,653 | | $ | 42.38 | | | 7.7 | % |

| 2017 | | | 2,402 | | | 8,186,466 | | $ | 44.84 | | | 8.3 | % |

| 2018 | | | 2,218 | | | 8,259,805 | | $ | 47.00 | | | 8.6 | % |

| 2019 | | | 1,834 | | | 7,070,956 | | $ | 46.48 | | | 7.4 | % |

| 2020 | | | 1,342 | | | 5,239,299 | | $ | 46.74 | | | 5.5 | % |

| 2021 | | | 1,209 | | | 4,867,902 | | $ | 49.87 | | | 5.5 | % |

| 2022 | | | 1,447 | | | 5,589,313 | | $ | 48.97 | | | 6.1 | % |

| 2023 | | | 1,757 | | | 6,653,525 | | $ | 51.16 | | | 7.7 | % |

| 2024 | | | 1,551 | | | 5,897,684 | | $ | 53.19 | | | 6.9 | % |

| 2025 and Thereafter | | | 572 | | | 3,126,265 | | $ | 45.09 | | | 3.2 | % |

| Anchor Tenants | | | | | | | | | | | | | |

| 2015 | | | 7 | | | 736,118 | | $ | 4.38 | | | 0.1 | % |

| 2016 | | | 9 | | | 1,192,928 | | $ | 2.43 | | | 0.1 | % |

| 2017 | | | 18 | | | 2,546,584 | | $ | 2.59 | | | 0.1 | % |

| 2018 | | | 17 | | | 2,130,629 | | $ | 4.99 | | | 0.2 | % |

| 2019 | | | 21 | | | 2,231,012 | | $ | 5.16 | | | 0.3 | % |

| 2020 | | | 22 | | | 2,502,850 | | $ | 5.35 | | | 0.3 | % |

| 2021 | | | 9 | | | 732,696 | | $ | 9.26 | | | 0.1 | % |

| 2023 | | | 9 | | | 1,223,016 | | $ | 10.54 | | | 0.3 | % |

| 2025 and Thereafter | | | 27 | | | 2,978,780 | | $ | 5.71 | | | 0.4 | % |

Excludes WPG properties.

On January 15, 2015 the tender offer transaction closed, and it is anticipated that Klépierre will own all of the equity of Corio on March 31, 2015 through a merger transaction, after which our percentage ownership will be diluted to approximately 18.3%.

During the second quarter of 2013, we signed a definitive agreement with McArthurGlen, an owner, developer, and manager of designer outlets, to form one or more joint ventures to invest in certain of its existing designer outlets, development projects, and its property management and development companies.

In conjunction with that agreement, we purchased a noncontrolling interest in the property management and development companies of McArthurGlen, and a noncontrolling interest in a development property located in Vancouver, British Columbia.

On August 2, 2013 we acquired a noncontrolling interest in Ashford Designer Outlet in Kent, UK.

On October 16, 2013 we completed transactions with McArthurGlen acquiring noncontrolling interests in portions of four existing McArthurGlen Designer Outlets — Parndorf (Vienna, Austria), La Reggia (Naples, Italy), Noventa di Piave (Venice, Italy), and Roermond (Roermond, Netherlands).

During the quarter ended June 30, 2014, we purchased an additional 22.5% noncontrolling interest in Ashford Designer Outlet, increasing our percentage ownership of this entity to 45%.

| [removed: 2014] [added: 2014] | | | | | | | | | | | | | |

| [removed: 1st Quarter] [added: 1st Quarter] | | [removed: $] [added: $] | [removed: 164.93] [added: 164.93] | | [removed: $] [added: $] | [removed: 149.60] [added: 149.60] | | [removed: $] [added: $] | [removed: 164.00] [added: 164.00] | | [removed: $] [added: $] | [removed: 1.25] [added: 1.25] | |

| [removed: 2nd Quarter] [added: 2nd Quarter] | | | [removed: 177.31] [added: 177.31] | | | [removed: 162.56] [added: 162.56] | | | [removed: 166.28] [added: 166.28] | | | [removed: 1.30] [added: 1.30] | |

| [removed: 3rd Quarter] [added: 3rd Quarter] | | | [removed: 173.31] [added: 173.31] | | | [removed: 162.43] [added: 162.43] | | | [removed: 164.42] [added: 164.42] | | | [removed: 1.30] [added: 1.30] | |

| [removed: 4th Quarter] [added: 4th Quarter] | | | [removed: 188.18] [added: 188.18] | | | [removed: 163.41] [added: 163.41] | | | [removed: 182.11] [added: 182.11] | | | [removed: 1.30] [added: 1.30] | |

The number of holders of record of common stock outstanding was [removed: 1,345] [added: 1,274] as of December 31, [removed: 2014.][added: 2015.]

Our future dividends and future distributions of the Operating Partnership will be determined by [removed: the] [added: our] Board of [removed: Directors] [added: Directors, in its sole discretion,] based on actual [added: and projected financial condition, liquidity and] results of operations, cash available for dividends and limited partner distributions, cash reserves as deemed necessary for capital and operating expenditures, [added: financing covenants, if any,] and the amount required to maintain our status as a REIT.

Common stock [added: cash] dividends during 2014 aggregated $5.15 per share.

Common stock [added: cash] dividends during [removed: 2013] [added: 2015] aggregated [removed: $4.65] [added: $6.05] per share.

In January [removed: 2015,] [added: 2016,] our Board of Directors declared a [added: quarterly] cash dividend of [removed: $1.40] [added: $1.60] per share of common stock payable on February [removed: 27, 2015] [added: 29, 2016] to stockholders of record on February [removed: 13, 2015.][added: 12, 2016.]

During the fourth quarter of [removed: 2014,] [added: 2015,] we issued an aggregate of [removed: 6,162] [added: 2,489] 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:

[removed: 3,662] [added: 1,989] shares on December [removed: 12, 2014,] [added: 14, 2015,] and

[removed: 2,500] [added: 500] shares on November [removed: 12, 2014.][added: 9, 2015.]

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 of this [removed: report.][added: Annual Report on Form 10-K.]

| 2015 | | | | | | | | | | | | | |

| 1st Quarter | | $ | 206.31 | | $ | 178.84 | | $ | 195.64 | | $ | 1.40 | |

| 2nd Quarter | | | 202.28 | | | 170.99 | | | 173.02 | | | 1.50 | |

| 3rd Quarter | | | 200.23 | | | 171.87 | | | 183.72 | | | 1.55 | |

| 4th Quarter | | | 208.14 | | | 180.55 | | | 194.44 | | | 1.60 | |

_Issuer Purchases of Equity Securities_

There were no purchases of equity securities made during the fourth quarter of 2015.

| 2013 | | | | | | | | | | | | | |

| 1st Quarter | | $ | 164.32 | | $ | 156.08 | | $ | 158.56 | | $ | 1.15 | |

| 2nd Quarter | | | 182.45 | | | 152.02 | | | 157.92 | | | 1.15 | |

| 3rd Quarter | | | 167.00 | | | 142.47 | | | 148.23 | | | 1.15 | |

| 4th Quarter | | | 161.99 | | | 147.51 | | | 152.16 | | | 1.20 | |

| | | [removed: 2014] [added: 2015] (1) | | | [removed: 2013] [added: 2014 (2)] | | | [removed: 2012] [added: 2013] | | | [removed: 2011] [added: 2012] | | | [removed: 2010 (2)] [added: 2011] | | |

| Total consolidated revenue | | $ | [removed: 4,870,818] [added: 5,266,103] | | $ | [removed: 4,543,849] [added: 4,870,818] | | $ | [removed: 4,256,157] [added: 4,543,849] | | $ | [removed: 3,728,454] [added: 4,256,157] | | $ | [removed: 3,378,624] [added: 3,728,454] | |

| Consolidated income from continuing operations | | | [removed: 1,622,165] [added: 2,139,375] | | | [removed: 1,366,793] [added: 1,622,165] | | | [removed: 1,563,242] [added: 1,366,793] | | | [removed: 1,086,040] [added: 1,563,242] | | | [removed: 599,766] [added: 1,086,040] | |

| Consolidated net income | | | [removed: 1,651,526] [added: 2,139,375] | | | [removed: 1,551,590] [added: 1,651,526] | | | [removed: 1,719,632] [added: 1,551,590] | | | [removed: 1,245,900] [added: 1,719,632] | | | [removed: 753,514] [added: 1,245,900] | |

| Net income attributable to common stockholders | | $ | [removed: 1,405,251] [added: 1,824,383] | | $ | [removed: 1,316,304] [added: 1,405,251] | | $ | [removed: 1,431,159] [added: 1,316,304] | | $ | [removed: 1,021,462] [added: 1,431,159] | | $ | [removed: 610,424] [added: 1,021,462] | |

| Income from continuing operations | | $ | [removed: 4.44] [added: 5.88] | | $ | [removed: 3.73] [added: 4.44] | | $ | [removed: 4.29] [added: 3.73] | | $ | [removed: 3.03] [added: 4.29] | | $ | [removed: 1.66] [added: 3.03] | |

| Discontinued operations | | | [removed: 0.08] [added: —] | | | [removed: 0.51] [added: 0.08] | | | [removed: 0.43] [added: 0.51] | | | [removed: 0.45] [added: 0.43] | | | [removed: 0.44] [added: 0.45] | |

| Net income attributable to common stockholders | | $ | [removed: 4.52] [added: 5.88] | | $ | [removed: 4.24] [added: 4.52] | | $ | [removed: 4.72] [added: 4.24] | | $ | [removed: 3.48] [added: 4.72] | | $ | [removed: 2.10] [added: 3.48] | |

| Basic weighted average shares outstanding | | | [removed: 310,731] [added: 310,103] | | | [removed: 310,255] [added: 310,731] | | | [removed: 303,137] [added: 310,255] | | | [removed: 293,504] [added: 303,137] | | | [removed: 291,076] [added: 293,504] | |

| Diluted weighted average shares outstanding | | | [removed: 310,731] [added: 310,103] | | | [removed: 310,255] [added: 310,731] | | | [removed: 303,138] [added: 310,255] | | | [removed: 293,573] [added: 303,138] | | | [removed: 291,350] [added: 293,573] | |

| Dividends per share (3) | | $ | [removed: 5.15] [added: 6.05] | | $ | [removed: 4.65] [added: 5.15] | | $ | [removed: 4.10] [added: 4.65] | | $ | [removed: 3.50] [added: 4.10] | | $ | [removed: 2.60] [added: 3.50] | |

| Cash and cash equivalents | | $ | [removed: 612,282] [added: 701,134] | | $ | [removed: 1,691,006] [added: 612,282] | | $ | [removed: 1,153,532] [added: 1,691,006] | | $ | [removed: 776,039] [added: 1,153,532] | | $ | [removed: 777,020] [added: 776,039] | |

| Total assets | | | [removed: 29,532,330] [added: 30,650,673] | | | [removed: 33,324,574] [added: 29,532,330] | | | [removed: 32,586,606] [added: 33,324,574] | | | [removed: 26,216,925] [added: 32,586,606] | | | [removed: 24,857,429] [added: 26,216,925] | |

| Mortgages and other indebtedness | | | [removed: 20,852,993] [added: 22,502,173] | | | [removed: 22,669,917] [added: 20,852,993] | | | [removed: 22,186,848] [added: 22,669,917] | | | [removed: 17,431,588] [added: 22,186,848] | | | [removed: 16,465,685] [added: 17,431,588] | |

| Total equity | | | [removed: 5,951,505] [added: 5,216,369] | | [removed: $] | [removed: 6,822,632] [added: 5,951,505] | | $ | [removed: 6,893,089] [added: 6,822,632] | | $ | [removed: 5,544,288] [added: 6,893,089] | | $ | [removed: 5,633,752] [added: 5,544,288] | |

| Operating activities | | $ | [removed: 2,730,420] [added: 3,024,685] | | $ | [removed: 2,700,996] [added: 2,730,420] | | $ | [removed: 2,513,072] [added: 2,700,996] | | $ | [removed: 2,005,887] [added: 2,513,072] | | $ | [removed: 1,755,210] [added: 2,005,887] | |

| Investing activities | | | [removed: (897,266] [added: (1,462,720] | ) | | [removed: (948,088] [added: (897,266] | ) | | [removed: (3,580,671] [added: (948,088] | ) | | [removed: (994,042] [added: (3,580,671] | ) | | [removed: (1,246,695] [added: (994,042] | ) |

| Financing activities | | | [removed: (2,937,735] [added: (1,473,113] | ) | | [removed: (1,220,563] [added: (2,937,735] | ) | | [removed: 1,453,467] [added: (1,220,563] | [added: )] | | [removed: (1,009,913] [added: 1,453,467] | [removed: )] | | [removed: (3,669,515] [added: (1,009,913] | ) |

| Ratio of Earnings to Fixed Charges and Preferred Stock Dividends [removed: (4)] | | | [removed: 2.39x] [added: 2.70x] | | | [removed: 2.22x] [added: 2.39x] | | | [removed: 2.43x] [added: 2.22x] | | | [removed: 1.99x] [added: 2.43x] | | | [removed: 1.46x] [added: 1.99x] | |

| Funds from Operations (FFO) [removed: (5)] [added: (4)] | | [added: $] | [removed: 3,235,298] [added: 3,571,237] | | $ | [removed: 3,205,693] [added: 3,235,298] | | $ | [removed: 2,884,915] [added: 3,205,693] | | $ | [removed: 2,438,765] [added: 2,884,915] | | $ | [removed: 1,770,491] [added: 2,438,765] | |

| Dilutive FFO allocable to [removed: Simon] [added: common stockholders] | | $ | [removed: 2,765,819] [added: 3,057,193] | | $ | [removed: 2,744,770] [added: 2,765,819] | | $ | [removed: 2,420,348] [added: 2,744,770] | | $ | [removed: 2,021,932] [added: 2,420,348] | | $ | [removed: 1,477,497] [added: 2,021,932] | |

| [added: Diluted] FFO per [removed: diluted] share | | $ | [removed: 8.90] [added: 9.86] | | $ | [removed: 8.85] [added: 8.90] | | $ | [removed: 7.98] [added: 8.85] | | $ | [removed: 6.89] [added: 7.98] | | $ | [removed: 5.03] [added: 6.89] | |

We also recorded transaction expenses related to the spin-off of [added: WP Glimcher Inc. (formerly known as] Washington Prime [added: Group Inc.), or Washington Prime,] of $38.2 million or $0.10 per share.

During the year ended December 31, [removed: 2010,] [added: 2015,] we recorded a [removed: $350.7] [added: $121.0] million loss on extinguishment of debt associated with [added: the early redemption of] two [added: series of] unsecured [removed: note tender offers,] [added: senior notes,] reducing diluted FFO and diluted earnings per share by [removed: $1.00.][added: $0.33.]

We also recorded a gain on sale of marketable securities of $80.2 million, increasing diluted FFO and diluted earnings per share by $0.22.

We also recorded transaction expenses of $69.0 million, reducing diluted FFO and diluted earnings per share by $0.20 and $0.19, respectively.

Ratio calculations for years prior to the year ended December 31, 2014 have been revised to conform to the most recent presentation.

(5)

We have audited Simon Property Group, Inc. and Subsidiaries' internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).

In our opinion, Simon Property Group, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Simon Property Group, Inc. and Subsidiaries as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] of Simon Property Group, Inc. and Subsidiaries, and our report dated February [removed: 27, 2015] [added: 26, 2016] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 27, 2015] [added: 26, 2016] | | |

We have audited the accompanying consolidated balance sheets of Simon Property Group, Inc. and Subsidiaries as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of operations and comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2014.][added: 2015.]

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Simon Property Group, Inc. and Subsidiaries at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Simon Property Group, Inc. and Subsidiaries' internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February [removed: 27, 2015,] [added: 26, 2016,] expressed an unqualified opinion thereon.

| Indianapolis, Indiana February [removed: 27, 2015] [added: 26, 2016] | | |

| | | December 31, [added: 2015 | | | December 31,] 2014 | | | December 31, 2013 | | | [added: |]

| Investment properties at cost | | $ | [removed: 31,318,532] [added: 33,463,124] | | $ | [removed: 30,336,639] [added: 31,318,532] | |

| Less — accumulated depreciation | | | [removed: 8,950,747] [added: 9,915,386] | | | [removed: 8,092,794] [added: 8,950,747] | |

| Cash and cash equivalents | | | [removed: 612,282] [added: 701,134] | | | [removed: 1,691,006] [added: 612,282] | |

| Tenant receivables and accrued revenue, net | | | [removed: 580,197] [added: 624,605] | | | [removed: 520,361] [added: 580,197] | |

| Investment in unconsolidated entities, at equity | | | [removed: 2,378,800] [added: 2,481,574] | | | [removed: 2,429,845] [added: 2,378,800] | |

| Investment in [removed: Klépierre,] [added: Klepierre,] at equity | | | [removed: 1,786,477] [added: 1,943,363] | | | [removed: 2,014,415] [added: 1,786,477] | |

| Deferred costs and other assets | | | [removed: 1,806,789] [added: 1,352,259] | | | [removed: 1,422,788] [added: 1,806,789] | |

| Total assets | | $ | [removed: 29,532,330] [added: 30,650,673] | | $ | [removed: 33,324,574] [added: 29,532,330] | |

| Mortgages and unsecured indebtedness | | $ | [removed: 20,852,993] [added: 22,502,173] | | $ | [removed: 22,669,917] [added: 20,852,993] | |

| Accounts payable, accrued expenses, intangibles, and deferred revenues | | | [removed: 1,259,681] [added: 1,323,801] | | | [removed: 1,223,102] [added: 1,259,681] | |

| Cash distributions and losses in partnerships and joint ventures, at equity | | | [removed: 1,167,163] [added: 1,368,544] | | | [removed: 1,050,278] [added: 1,167,163] | |

| Other liabilities | | | [removed: 275,451] [added: 214,249] | | | [removed: 250,371] [added: 275,451] | |

| Total liabilities | | | [removed: 23,555,288] [added: 25,408,767] | | | [removed: 26,311,457] [added: 23,555,288] | |