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Simon Property Group Reports Second Quarter Results and Announces Quarterly Dividend


News provided by

Simon Property Group, Inc.

Jul 26, 2011, 07:00 ET

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INDIANAPOLIS, July 26, 2011 /PRNewswire-FirstCall/ -- Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today reported results for the quarter ended June 30, 2011.

  • Net income attributable to common stockholders was $205.1 million, or $0.70 per diluted share, as compared to $152.5 million, or $0.52 per diluted share, in the prior year period.
  • Funds from Operations ("FFO") was $583.0 million, or $1.65 per diluted share, as compared to $487.7 million, or $1.38 per diluted share, in the prior year period.

"Our strong momentum continued in the second quarter as demonstrated by the 19.6% growth in FFO per share," said David Simon, Chairman and Chief Executive Officer. "This growth was driven by higher revenues generated by our core portfolio as well as the positive impact of our acquisition activity. Second quarter comparable property net operating income growth in our regional mall and Premium Outlets® portfolio was 3.5%, and our operating fundamentals reflect the high quality of our assets with higher occupancy, sales and rent than in the year earlier period."

    
    
    U.S. Operational Statistics(1)
    ------------------------------
    
                                   As of            As of            %
                               June 30, 2011    June 30, 2010     Increase
                               -------------    -------------     --------
                                                                  
    Occupancy(2)                   93.5%            93.1%    + 40 basis points
    Total Sales per Sq. Ft.(3)     $513             $469            9.4%
    Average Rent per Sq. Ft.(2)   $39.70           $38.62           2.8%
    
    (1) Combined information for U.S. regional malls and U.S. Premium Outlets.
        Does not include information for properties owned by SPG-FCM (the 
        Mills portfolio) or the properties acquired in the Prime Outlets 
        transaction.
    (2) Represents mall stores in regional malls and all owned gross leasable
        area in Premium Outlets.
    (3) Rolling 12 month sales per square foot for mall stores less than 
        10,000 square feet in regional malls and all owned gross leasable area
        in Premium Outlets.

Dividends

Today the Company announced that the Board of Directors approved the declaration of a quarterly common stock dividend of $0.80 per share. This dividend is payable on August 31, 2011 to stockholders of record on August 17, 2011.

The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) Stock of $1.046875 per share, payable on September 30, 2011 to stockholders of record on September 16, 2011.

Acquisition and Disposition Activity

On July 19th, the Company acquired a 100% ownership interest in ABQ Uptown, a lifestyle center located in Albuquerque, New Mexico for a purchase price of $86 million. The 222,000 square foot center is 95% leased and generates sales of approximately $650 per square foot. Tenants of ABQ include Ann Taylor, Ann Taylor Loft, Anthropologie, Apple Computer, BCBG Max Azria, California Pizza Kitchen, Francesca's Collections, L'Occitane, Lucky Brand Jeans, Pottery Barn and Williams-Sonoma.

On June 28th, the Company completed the sale of Prime Outlets – Jeffersonville, a 410,000 square foot outlet center in Jeffersonville, Ohio for $134 million.

Development Activity

In the U.S.

The Company has one new development project under construction – Merrimack Premium Outlets in Merrimack, New Hampshire. This 409,000 square foot upscale outlet center is located one hour north of metropolitan Boston and is scheduled to open in the second quarter of 2012. The Company owns 100% of this project.  

Renovation and expansion projects are underway at 18 centers. In addition, the restoration of Opry Mills in Nashville, Tennessee, continues and is expected to be completed in the spring of 2012. This landmark asset has been closed since it was damaged by a historic flood in May of 2010.    

During the second quarter, the Company announced the following department store additions:

  • Southridge Mall in Greendale (Milwaukee), Wisconsin – a 150,000 square foot Macy's is scheduled to open in March of 2012.
  • The Mall at Rockingham Park in Salem (Boston), New Hampshire – a 121,000 square foot Lord & Taylor is scheduled to open in March of 2012.
  • Gurnee Mills in Gurnee (Chicago), Illinois – a 140,000 square foot Macy's is scheduled to open in March of 2013.

In 2011, the Company plans to open a total of 37 new anchors/big boxes including Carson Pirie Scott, Dick's Sporting Goods, H.H. Gregg, Herberger's, Kohl's, Marshalls, Target, and Ulta. Fifteen anchor/big box deals are currently scheduled to open in 2012 and 2013, including the department store additions referenced above.  

International

Sendai-Izumi Premium Outlets re-opened on June 17th after a three month closure for repairs as a result of the March earthquake. Shopper response to the re-opened center, located near Sendai, Japan, has been very positive.

On July 14th, the Company opened a 52,000 square foot expansion of Tosu Premium Outlets in Fukuoka, Japan, adding 28 new stores to the center. Fashion brands in the expansion include A|X Armani Exchange, Burberry, Galliano, Just Cavalli, Malo, Michael Kors and TAG Heuer. The Company owns a 40% interest in this project.

Construction continues on the following projects:

  • Johor Premium Outlets, a new 173,000 square foot upscale outlet center located in Johor, Malaysia. The center is located one hour's drive from Singapore and is projected to open in November of 2011.  The Company owns a 50% interest in this project.
  • A 93,000 square foot expansion of Ami Premium Outlets in Ibaraki Prefecture, Japan, expected to open in December of 2011. The Company owns a 40% interest in this project.

Joint Venture Development Announcements

On May 23rd, the Company and Calloway Real Estate Investment Trust announced the signing of a letter of intent to develop the first Premium Outlet Center® in Canada. The center will be located in the Town of Halton Hills, Ontario, just 15 minutes outside of Toronto. The Halton Hills site, located at Highway 401 and Trafalgar Road, has in-place zoning approvals permitting outlet center uses. Construction is expected to begin in the spring of 2012.

On June 30th, the Company and Tanger Factory Outlet Centers, Inc. announced that they have entered into a definitive 50/50 joint venture agreement for the development, construction, leasing and management of an upscale outlet center in Texas City, Texas. The center will be located approximately 30 miles south of Houston and 20 miles north of Galveston, on the highly traveled Interstate 45. Construction is expected to begin in August of 2011.  

2011 Guidance

On February 4, 2011, the Company initially provided FFO guidance with an estimate of FFO within a range of $6.45 to $6.60 per diluted share. Increased guidance was provided with first quarter results on April 29, 2011. Today the Company increased guidance once again, estimating that FFO will be within a range of $6.65 to $6.73 per diluted share for the year ending December 31, 2011, and diluted net income will be within a range of $2.74 to $2.82 per share.  

The following table provides a reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.

    
    
    For the year ending December 31, 2011
    -------------------------------------
    
                                                             Low        High
                                                             End         End
                                                             ---         ---
    
    Estimated diluted net income available to common 
     stockholders per share                                 $2.74       $2.82
    
    Depreciation and amortization including the
     Company's share of joint ventures                       3.95        3.95
    
    Gain on sale or disposal of assets                      (0.04)      (0.04)
                                                            -----       -----
    
    Estimated diluted FFO per share                         $6.65       $6.73
                                                            =====       =====

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New York time) today, July 26, 2011. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com.

Supplemental Materials and Website

The Company has prepared a supplemental information package which is available at www.simon.com in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.

We routinely post important information for investors on our website, www.simon.com, in the "Investors" section. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Non-GAAP Financial Measures

This press release includes FFO and comparable property net operating income growth, which are adjusted from financial performance measures defined by accounting principles generally accepted in the United States ("GAAP"). Reconciliations of these measures to the most directly comparable GAAP measures are included within this press release or the Company's supplemental information package.  FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry.

Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

About Simon

Simon Property Group, Inc. is an S&P 500 company and the largest real estate company in the U.S. The Company currently owns or has an interest in 392 retail real estate properties comprising 263 million square feet of gross leasable area in North America, Europe and Asia. Simon Property Group is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. The Company's common stock is publicly traded on the NYSE under the symbol SPG. For further information, visit the Simon Property Group website at www.simon.com.

    
    
                                      SIMON                                 
                      Consolidated Statements of Operations                 
                                    Unaudited                               
                                 (In thousands)                             
                      -------------------------------------                 
                                                                            
                                     For the Three          For the Six   
                                      Months Ended          Months Ended      
                                        June 30,              June 30,        
                                     2011      2010        2011        2010 
                                     ----      ----        ----        ---- 
    REVENUE:                                                                
    Minimum rent                   $649,570  $580,157  $1,293,902  $1,151,767 
    Overage rent                     21,980    14,477      39,121      27,688 
    Tenant reimbursements           285,623   255,693     567,048     511,621 
    Management fees and other                                               
     revenues                        31,259    28,349      61,751      56,917 
    Other income                     52,429    54,890      98,913     110,644 
                                     ------    ------      ------     ------- 
       Total revenue              1,040,861   933,566   2,060,735   1,858,637 
                                                                            
    EXPENSES:                                                               
    Property operating              109,025   101,234     208,567     200,002 
    Depreciation and amortization   261,298   234,190     527,608     463,099 
    Real estate taxes                93,424    78,658     186,688     168,387 
    Repairs and maintenance          24,657    20,605      55,492      44,350 
    Advertising and promotion        24,958    22,282      46,846      41,118 
    Provision for credit losses         274     4,487       1,679       1,036 
    Home and regional office costs   31,453    26,744      60,509      44,059 
    General and administrative        8,974     5,627      16,640      10,739 
    Transaction expenses                  -    11,269           -      14,969 
    Other                            19,226    13,003      38,244      28,495 
                                     ------    ------      ------      ------ 
       Total operating expenses     573,289   518,099   1,142,273   1,016,254 
                                    -------   -------     -------     ------- 
    OPERATING INCOME                467,572   415,467     918,462     842,383 
                                                                           
    Interest expense               (244,517) (261,463)   (492,634)   (525,422)
    Loss on extinguishment of debt        -         -           -    (165,625)
    Income tax (expense) benefit                                             
     of taxable REIT subsidiaries      (703)      510      (1,846)        308 
    Income from unconsolidated                                              
     entities                        13,821    10,614      32,441      28,196 
    Gain on sale or disposal of                                             
     assets and interests in                                                
     unconsolidated entities         14,349    20,024      13,765      26,066 
                                     ------    ------      ------      ------ 
                                                                            
    CONSOLIDATED NET INCOME         250,522   185,152     470,188     205,906 
                                                                            
    Net income attributable to                                              
     noncontrolling interests        44,567    33,313      83,987      39,084 
    Preferred dividends                 834      (665)      1,669       4,945 
                                        ---      ----       -----       ----- 
                                                                            
                                                                            
    NET INCOME ATTRIBUTABLE TO                                              
     COMMON STOCKHOLDERS           $205,121  $152,504    $384,532    $161,877 
                                   ========  ========    ========    ======== 
                                                                            
    Basic Earnings Per Common Share:                                          
                                                                            
      Net income attributable to                                              
       common stockholders            $0.70     $0.52       $1.31       $0.56 
                                      =====     =====       =====       ===== 
                                                                            
                                                                            
    Diluted Earnings Per Common Share:                                        
                                                                            
      Net income attributable to                                              
       common stockholders            $0.70     $0.52       $1.31       $0.56 
                                      =====     =====       =====       ===== 
    
    
    
                                      SIMON                                  
                           Consolidated Balance Sheets                       
                                    Unaudited                                
                         (In thousands, except as noted)                     
                         -------------------------------                     
                                                                             
                                                   June 30,      December 31, 
                                                     2011            2010 
                                                     ----            ---- 
    ASSETS:                                                                  
      Investment properties, at cost             $27,496,266     $27,508,735 
        Less - accumulated depreciation            8,097,828       7,711,304 
                                                   ---------       --------- 
                                                  19,398,438      19,797,431 
      Cash and cash equivalents                      789,713         796,718 
      Tenant receivables and accrued revenue, net    381,895         426,736 
      Investment in unconsolidated entities, at                              
       equity                                      1,345,912       1,390,105 
      Deferred costs and other assets              1,967,064       1,795,439 
      Note receivable from related party             651,000         651,000 
                                                     -------         ------- 
        Total assets                             $24,534,022     $24,857,429 
                                                 ===========     =========== 
                                                                             
    LIABILITIES:                                                             
      Mortgages and other indebtedness           $17,013,893     $17,473,760 
      Accounts payable, accrued expenses,                                    
       intangibles, and deferred revenues          1,049,313         993,738 
      Cash distributions and losses in                                       
       partnerships and joint ventures, at equity    606,526         485,855 
      Other liabilities and accrued dividends        205,028         184,855 
                                                     -------         ------- 
        Total liabilities                         18,874,760      19,138,208 
                                                  ----------      ---------- 
                                                                             
    Commitments and contingencies                                            
                                                                             
    Limited partners' preferred interest in the                              
     Operating Partnership and noncontrolling                                
     redeemable interests in properties               90,161          85,469 
                                                                             
    EQUITY:                                                                  
                                                                             
    Stockholders' equity:                                                    
      Capital stock (850,000,000 total shares
       authorized, $.0001 par value, 238,000,000
       shares of excess common stock, 100,000,000
       authorized shares of preferred stock):                                 
                                                                             
        Series J 8 3/8% cumulative redeemable
         preferred stock, 1,000,000 shares
         authorized, 796,948 issued and outstanding,
         with a liquidation value of $39,847          45,211          45,375 
                                                                             
        Common stock, $.0001 par value, 511,990,000
         shares authorized, 297,470,440 and
         296,957,360 issued and outstanding,
         respectively                                     30              30 
                                                                             
        Class B common stock, $.0001 par value,                              
         10,000 shares authorized, 8,000 issued
         and outstanding                                   -               - 
                                                                             
      Capital in excess of par value               8,060,402       8,059,852 
      Accumulated deficit                         (3,202,852)     (3,114,571)
      Accumulated other comprehensive income          45,853           6,530 
      Common stock held in treasury at cost,                                 
       3,884,305 and 4,003,451 shares,
       respectively                                 (153,437)       (166,436)
                                                    --------        -------- 
        Total stockholders' equity                 4,795,207       4,830,780 
    Noncontrolling interests                         773,894         802,972 
                                                     -------         ------- 
        Total equity                               5,569,101       5,633,752 
                                                 -----------     ----------- 
        Total liabilities and equity             $24,534,022     $24,857,429 
                                                 ===========     =========== 
    
    
    
                                      SIMON                                 
                     Joint Venture Statements of Operations                 
                                    Unaudited                               
                                 (In thousands)                             
                     --------------------------------------                 
                                                                            
                                      For the Three         For the Six  
                                       Months Ended         Months Ended      
                                         June 30,             June 30,       
                                      2011      2010       2011       2010 
                                      ----      ----       ----       ---- 
    Revenue:                                                                
      Minimum rent                 $493,100  $485,304   $972,350   $979,118 
      Overage rent                   30,007    25,159     62,010     56,337 
      Tenant reimbursements         231,059   230,039    459,606    464,615 
      Other income                   49,808    52,687     91,449     98,727 
                                     ------    ------     ------     ------ 
        Total revenue               803,974   793,189  1,585,415  1,598,797 
                                                                            
    Operating Expenses:                                                     
      Property operating            154,328   155,272    306,304    309,733 
      Depreciation and amortization 191,471   197,047    381,198    396,084 
      Real estate taxes              63,986    60,586    126,710    130,699 
      Repairs and maintenance        20,375    26,065     42,953     53,774 
      Advertising and promotion      13,970    13,613     29,694     30,223 
      Provision for credit losses     3,063       565      4,676      1,439 
      Other                          63,765    60,092    109,348    105,181 
                                     ------    ------    -------    ------- 
        Total operating expenses    510,958   513,240  1,000,883  1,027,133 
                                    -------   -------  ---------  --------- 
    Operating Income                293,016   279,949    584,532    571,664 
                                                                            
    Interest expense               (215,585) (218,018)  (426,472)  (435,181)
    Loss from unconsolidated                                                
     entities                        (2,205)     (602)    (2,122)    (1,041)
    Gain on sale or disposal of
     assets and interests in                     
     unconsolidated entities, net    15,506    39,761     15,506     39,761 
                                     ------    ------     ------     ------ 
    Net Income                      $90,732  $101,090   $171,444   $175,203 
                                    =======  ========   ========   ======== 
    Third-Party Investors' Share                                            
     of Net Income                  $56,455   $58,653   $106,470   $103,689 
                                    -------   -------   --------   -------- 
    Our Share of Net Income          34,277    42,437     64,974     71,514 
    Amortization of Excess                                                  
     Investment (A)                 (12,703)  (11,486)   (24,780)   (22,981)
    Our Share of Gain on Sale or                                            
     Disposal of Assets, net         (7,753)  (20,337)    (7,753)   (20,337)
                                     ------   -------     ------    -------
    Income from Unconsolidated                                              
     Entities                       $13,821   $10,614    $32,441    $28,196 
                                    =======   =======    =======    ======= 
    
    
    
                                       SIMON                                  
                           Joint Venture Balance Sheets                       
                                    Unaudited                                 
                                  (In thousands)                              
                           ----------------------------                       
                                                                              
                                                                              
                                                      June 30,    December 31,
                                                        2011          2010
                                                        ----          ----
    Assets:                                                                   
    Investment properties, at cost                  $21,599,545    $21,236,594
    Less - accumulated depreciation                   5,465,111      5,126,116
                                                      ---------      ---------
                                                     16,134,434     16,110,478
                                                                              
    Cash and cash equivalents                           770,698        802,025
    Tenant receivables and accrued revenue, net         350,440        353,719
    Investment in unconsolidated entities, at equity    142,406        158,116
    Deferred costs and other assets                     526,054        525,024
                                                        -------        -------
      Total assets                                  $17,924,032    $17,949,362
                                                    ===========    ===========
                                                                              
    Liabilities and Partners' Equity:                                         
    Mortgages and other indebtedness                $16,223,218    $15,937,404
    Accounts payable, accrued expenses, intangibles
     and deferred revenue                               759,565        748,245
    Other liabilities                                   943,137        961,284
                                                        -------        -------
      Total liabilities                              17,925,920     17,646,933
    Preferred units                                      67,450         67,450
    Partners' (deficit) equity                          (69,338)       234,979
                                                        -------        -------
      Total liabilities and partners'
       (deficit) equity                             $17,924,032    $17,949,362
                                                    ===========    ===========
                                                                              
    Our Share of:                                                             
    Partners' (deficit) equity                         $(13,882)      $146,578
    Add:  Excess Investment (A)                         753,268        757,672
                                                        -------        -------
    Our net Investment in Joint Ventures               $739,386       $904,250
                                                       ========       ========
    
    
                                      SIMON   
                       Footnotes to Financial Statements
                                    Unaudited 
                       --------------------------------- 
               
    Notes:   
               
    (A) Excess investment represents the unamortized difference of the
        Company's investment over equity in the underlying net assets of the 
        partnerships and joint ventures.  The Company generally amortizes 
        excess investment over the life of the related properties, typically 
        no greater than 40 years, and the amortization is included in income 
        from unconsolidated entities.
    
    
    
                                     SIMON                                 
               Reconciliation of Non-GAAP Financial Measures (1)           
                                   Unaudited                               
                         (In thousands, except as noted)                    
               -------------------------------------------------            
                                                                           
    Reconciliation of Consolidated Net Income to FFO                       
    ------------------------------------------------                       
                                                                           
                                         For the Three        For the Six  
                                          Months Ended        Months Ended  
                                             June 30,            June 30,   
                                          2011     2010       2011     2010 
                                          ----     ----       ----     ---- 
                                                                           
    Consolidated Net Income(2)(3)(4)(5) $250,522 $185,152   $470,188 $205,906 
                                                                           
    Adjustments to Consolidated Net                                          
     Income to Arrive at FFO:                                                
                                                                           
      Depreciation and amortization
       from consolidated properties      257,770  230,724    520,316  456,154 
                                                                           
      Simon's share of depreciation and                                       
       amortization from unconsolidated                                       
       entities                           94,376   95,850    187,757  192,729 
                                                                           
      Gain on sale or disposal of assets
       and interests in unconsolidated
       entities                          (14,349) (20,024)   (13,765) (26,066)
                                                                           
      Net income attributable to                                           
       noncontrolling interest holders
       in properties                      (1,939)  (2,560)    (4,050)  (5,223)
                                                                           
      Noncontrolling interests portion of
       depreciation and amortization      (2,100)  (2,005)    (4,210)  (3,977)
                                                                           
      Preferred distributions and
       dividends                          (1,313)     525     (2,626)  (6,303)
                                          ------      ---     ------   ------ 
                                                                           
    FFO of the Operating Partnership    $582,967 $487,662 $1,153,610 $813,220 
                                        ======== ======== ========== ======== 
                                                                           
                                                                           
    Per Share Reconciliation:                                              
    -------------------------                                              
                                                                           
    Diluted net income attributable to
     common stockholders per share         $0.70    $0.52      $1.31    $0.56 
                                                                           
    Adjustments to arrive at FFO:                                             
                                                                           
      Depreciation and amortization from
       consolidated properties and Simon's
       share of depreciation and                                              
       amortization from unconsolidated
       entities, net of noncontrolling                                        
       interests portion of depreciation
       and amortization                     0.99     0.93       1.99     1.85 
                                                                           
      Gain on sale or disposal of assets
       and interests in unconsolidated
       entities                            (0.04)   (0.06)     (0.04)   (0.07)
                                                                           
      Impact of additional dilutive                                           
       securities for FFO per share            -    (0.01)         -    (0.02)
                                             ---    -----        ---    ----- 
                                                                           
    Diluted FFO per share                  $1.65    $1.38      $3.26    $2.32 
                                           =====    =====      =====    ===== 
                                                                           
                                                                           
    Details for per share calculations:                                       
    -----------------------------------                                       
                                                                           
    FFO of the Operating Partnership    $582,967 $487,662 $1,153,610 $813,220 
                                                                           
    Adjustments for dilution calculation:                                     
    Impact of preferred stock and
     preferred unit conversions and                                           
     option exercises (6)                      -   (1,838)         -    3,676 
                                             ---   ------        ---    ----- 
    Diluted FFO of the Operating                                              
     Partnership                         582,967  485,824  1,153,610  816,896 
                                                                           
    Diluted FFO allocable to                                                  
     unitholders                         (99,251) (80,756)  (196,498)(134,921)
                                         -------  -------   -------- -------- 
    Diluted FFO allocable                                                  
     to common stockholders             $483,716 $405,068   $957,112 $681,975 
                                        ======== ========   ======== ======== 
                                                                           
    Basic weighted average shares                                             
     outstanding                         293,368  292,324    293,225  289,241 
    Adjustments for dilution                                                  
     calculation:                                                          
       Effect of stock options                35      290        128      303 
       Impact of Series I preferred
        unit conversion                        -      101          -      479 
       Impact of Series I preferred 
        stock conversion                       -      472          -    3,527 
                                             ---      ---        ---    ----- 
                                                                           
    Diluted weighted average shares                                           
     outstanding                         293,403  293,187    293,353  293,550 
                                                                           
    Weighted average limited                                               
     partnership units outstanding        60,202   58,451     60,226   58,076 
                                         -------  -------    -------  ------- 
    Diluted weighted average shares
     and units outstanding               353,605  351,638    353,579  351,626 
                                         =======  =======    =======  ======= 
                                                                           
    Basic FFO per share                    $1.65    $1.39      $3.26    $2.34 
      Percent Change                        18.7%               39.3%         
                                                                           
    Diluted FFO per share                  $1.65    $1.38      $3.26    $2.32 
      Percent Change                        19.6%               40.5%         
    
    
    
                                       SIMON     
            Footnotes to Reconciliation of Non-GAAP Financial Measures   
                                     Unaudited   
            ----------------------------------------------------------   
                   
    Notes:   
    
    (1) This report contains measures of financial or operating performance 
        that are not specifically defined by accounting principles generally 
        accepted in the United States (“GAAP”), including funds from 
        operations (“FFO”) and FFO per share.  FFO is a performance measure 
        that is standard in the REIT business.  We believe FFO provides 
        investors with additional information concerning our operating 
        performance and a basis to compare our performance with those of other
        REITs.  We also use these measures internally to monitor the operating
        performance of our portfolio.  We believe these measures provide 
        investors with a basis to compare our current operating performance 
        with previous periods in which we did not have those charges. Our 
        computation of these non-GAAP measures may not be the same as similar 
        measures reported by other REITs.    
    
        The Company determines FFO based upon the definition set forth by the 
        National Association of Real Estate Investment Trusts ("NAREIT"). The 
        Company determines FFO to be our share of consolidated net income 
        computed in accordance with GAAP, excluding real estate related 
        depreciation and amortization, excluding gains and losses from 
        extraordinary items, excluding gains and losses from the sales of 
        previously depreciated operating properties, plus the allocable 
        portion of FFO of unconsolidated joint ventures based upon economic 
        ownership interest, and all determined on a consistent basis in 
        accordance with GAAP.     
    
        The Company has adopted NAREIT's clarification of the definition of 
        FFO that requires it to include the effects of nonrecurring items not 
        classified as extraordinary, cumulative effect of accounting changes, 
        or a gain or loss resulting from the sale of previously depreciated 
        operating properties. We include in FFO gains and losses realized from
        the sale of land, outlot buildings, marketable and non-marketable 
        securities, and investment holdings of non-retail real estate.  
        However, you should understand that FFO does not represent cash flow 
        from operations as defined by GAAP, should not be considered as an 
        alternative to net income determined in accordance with GAAP as a 
        measure of operating performance, and is not an alternative to cash 
        flows as a measure of liquidity.    
    
    (2) Includes the Company's share of gains on land sales of $1.7 million 
        and $1.4 million for the three months ended June 30, 2011 and 2010, 
        respectively, and $4.4 million and $3.1 million for the six months 
        ended June 30, 2011 and 2010, respectively.    
    
    (3) Includes the Company's share of straight-line adjustments to minimum 
        rent of $8.1 million and $9.6 million for the three months ended June 
        30, 2011 and 2010, respectively, and $15.4 million and $14.1 million 
        for the six months ended June 30, 2011 and 2010, respectively.    
    
    (4) Includes the Company's share of the amortization of fair market value 
        of leases from acquisitions of $5.9 million and $4.9 million for the 
        three months ended June 30, 2011 and 2010, respectively, and $11.7 
        million and $9.8 million for the six months ended June 30, 2011 and 
        2010, respectively.    
    
    (5) Includes the Company's share of debt premium amortization of $2.1 
        million and $2.7 million for the three months ended June 30, 2011 and 
        2010, respectively, and $4.7 million and $6.4 million for the six 
        months ended June 30, 2011 and 2010, respectively.    
    
    (6) Includes dividends and distributions on Series I preferred stock and 
        Series I preferred units. All outstanding shares of Series I preferred
        stock and Series I preferred units were redeemed on April 16, 2010.   

SOURCE Simon Property Group, Inc.

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