Press Release

As of

As of

%

March 31, 2013

March 31, 2012

Increase

Occupancy⁽²⁾

94.7%

93.6%

+ 110 basis points

Total Sales per Sq. Ft. ⁽³⁾

$575

$546

5.3%

Base Minimum Rent per Sq. Ft. ⁽²⁾

$41.05

$39.87

3.0%

Releasing Spread per Sq. Ft. ⁽²⁾⁽⁴⁾

$7.00

$4.74

+ $2.26

Releasing Spread (Percentage Change) ⁽²⁾⁽⁴⁾

13.4%

9.7%

+ 370 basis points

(1)

Combined information for U.S. Malls and Premium Outlets®.  

(2)

Represents mall stores in Malls and all owned square footage in Premium Outlets.

(3)

Rolling 12-month sales per square foot for mall stores less than 10,000 square feet in Malls and all owned square footage in Premium Outlets.

(4)

Same space measure that compares opening and closing rates on individual spaces leased during trailing 12-month period.

For the year ending December 31, 2013                                                                       

Low

High

End

End

Estimated diluted net income available to common stockholders per share           

$3.70

$3.80

Depreciation and amortization including the Company's share of unconsolidated  

entities    

4.86

4.86

Gain upon sale or disposal of assets and interests in unconsolidated entities, net       

(0.06)

(0.06)

Estimated diluted FFO per share                   

$8.50

$8.60

Simon Property Group, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

For the Three Months

Ended March 31,

2013

2012

REVENUE:

  Minimum rent

$ 777,907

$ 702,098

  Overage rent

37,699

27,680

  Tenant reimbursements

338,969

306,388

  Management fees and other revenues

29,729

32,287

  Other income

30,754

50,516

    Total revenue

1,215,058

1,118,969

EXPENSES:

  Property operating

109,910

104,740

  Depreciation and amortization

316,633

285,109

  Real estate taxes

109,705

98,702

  Repairs and maintenance

29,725

25,641

  Advertising and promotion

21,259

21,098

  Provision for credit losses

2,734

3,545

  Home and regional office costs

34,894

32,858

  General and administrative

14,509

13,889

  Other

18,000

16,666

    Total operating expenses

657,369

602,248

OPERATING INCOME

557,689

516,721

Interest expense

(285,026)

(258,079)

Income and other taxes

(13,193)

(2,003)

Income from unconsolidated entities

54,231

30,353

Gain upon acquisition of controlling interests, sale or disposal of assets

   and interests in unconsolidated entities, and impairment charge on 

   investment in unconsolidated entities, net 

20,767

494,837

(A)

CONSOLIDATED NET INCOME

334,468

781,829

Net income attributable to noncontrolling interests 

50,496

135,585

Preferred dividends

834

834

NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$ 283,138

$ 645,410

BASIC EARNINGS PER COMMON SHARE:

    Net income attributable to common stockholders

$ 0.91

$ 2.18

DILUTED EARNINGS PER COMMON SHARE:

    Net income attributable to common stockholders

$ 0.91

$ 2.18

Simon Property Group, Inc. and Subsidiaries

Unaudited Consolidated Balance Sheets

(Dollars in thousands, except share amounts)

March 31,

December 31,

2013

2012

ASSETS:

    Investment properties at cost

$ 34,386,654

$ 34,252,521

        Less - accumulated depreciation

9,297,731

9,068,388

25,088,923

25,184,133

    Cash and cash equivalents

829,966

1,184,518

    Tenant receivables and accrued revenue, net

454,110

521,301

    Investment in unconsolidated entities, at equity

2,001,506

2,108,966

    Investment in Klepierre, at equity

1,991,533

2,016,954

    Deferred costs and other assets

1,520,085

1,570,734

        Total assets

$ 31,886,123

$ 32,586,606

LIABILITIES:

    Mortgages and unsecured indebtedness

$ 22,572,615

$ 23,113,007

    Accounts payable, accrued expenses, intangibles, and deferred revenues

1,231,298

1,374,172

    Cash distributions and losses in partnerships and joint ventures, at equity

825,220

724,744

    Other liabilities

246,300

303,588

        Total liabilities

24,875,433

25,515,511

Commitments and contingencies

Limited partners' preferred interest in the Operating Partnership and noncontrolling

    redeemable interests in properties

187,411

178,006

EQUITY:

Stockholders' Equity

    Capital stock (850,000,000 total shares authorized,  $ 0.0001 par value, 238,000,000

        shares of excess common stock, 100,000,000 authorized shares of preferred stock):

        Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares 

            authorized, 796,948 issued and outstanding with a liquidation value of $ 39,847

44,636

44,719

        Common stock, $ 0.0001 par value, 511,990,000 shares authorized, 313,793,178 

            and 313,658,419 issued and outstanding, respectively

31

31

        Class B common stock, $ 0.0001 par value, 10,000 shares authorized, 8,000

            issued and outstanding

-

-

    Capital in excess of par value

9,182,789

9,175,724

    Accumulated deficit

(3,164,876)

(3,083,190)

    Accumulated other comprehensive loss

(82,734)

(90,900)

    Common stock held in treasury at cost, 3,753,307 and 3,762,595 shares, respectively

(134,320)

(135,781)

        Total stockholders' equity

5,845,526

5,910,603

Noncontrolling interests

977,753

982,486

        Total equity

6,823,279

6,893,089

        Total liabilities and equity

$ 31,886,123

$ 32,586,606

Simon Property Group, Inc. and Subsidiaries

Unaudited Joint Venture Statements of Operations

(Dollars in thousands)

For the Three Months

Ended March 31,

2013

2012

Revenue:

  Minimum rent

$ 394,153

$ 357,977

  Overage rent

47,767

48,556

  Tenant reimbursements

184,399

166,530

  Other income

42,074

50,336

    Total revenue

668,393

623,399

Operating Expenses:

  Property operating

115,869

114,833

  Depreciation and amortization

127,686

126,978

  Real estate taxes

54,706

45,100

  Repairs and maintenance

16,164

14,424

  Advertising and promotion

15,921

15,206

  Provision for credit losses

1,245

1,192

  Other

35,682

53,495

    Total operating expenses

367,273

371,228

Operating Income

301,120

252,171

Interest expense

(147,486)

(153,711)

Income from Continuing Operations

153,634

98,460

Loss from operations of discontinued joint venture interests

(320)

(13,511)

Net Income

$ 153,314

$ 84,949

Third-Party Investors' Share of Net Income

$ 83,766

$ 40,012

Our Share of Net Income

69,548

44,937

Amortization of Excess Investment (B)

(24,829)

(14,584)

Income from Unconsolidated Entities (C)

$ 44,719

$ 30,353

Note: The above financial presentation does not include any information related to our investment in

            Klepierre S.A. ("Klepierre"). For additional information, see footnote C attached hereto.

Simon Property Group, Inc. and Subsidiaries

Unaudited Joint Venture Balance Sheets

(Dollars in thousands)

March 31,

December 31,

2013

2012

Assets:

Investment properties, at cost

$    14,534,275

$    14,607,291

Less - accumulated depreciation

4,950,896

4,926,511

9,583,379

9,680,780

Cash and cash equivalents

492,445

619,546

Tenant receivables and accrued revenue, net

208,080

252,774

Investment in unconsolidated entities, at equity

39,274

39,589

Deferred costs and other assets

359,548

438,399

Total assets

$    10,682,726

$    11,031,088

Liabilities and Partners' Deficit:

Mortgages and other indebtedness

$    11,868,575

$    11,584,863

Accounts payable, accrued expenses, intangibles, and deferred revenue

538,672

672,483

Other liabilities

350,738

447,132

Total liabilities

12,757,985

12,704,478

Preferred units

67,450

67,450

Partners' deficit

(2,142,709)

(1,740,840)

Total liabilities and partners' deficit

$    10,682,726

$    11,031,088

Our Share of:

Partners' deficit

$       (969,136)

$       (799,911)

Add: Excess Investment (B)

2,145,422

2,184,133

Our net Investment in unconsolidated entities, at equity

$      1,176,286

$     1,384,222

Note: The above financial presentation does not include any information related to our investment in

            Klepierre.  For additional information, see footnote C attached hereto.

Simon Property Group, Inc. and Subsidiaries

Unaudited Reconciliation of Non-GAAP Financial Measures (D)

(Amounts in thousands, except per share amounts)

Reconciliation of Consolidated Net Income to FFO

For the Three Months Ended

Ended March 31,

2013

2012

Consolidated Net Income (E)

$    334,468

$    781,829

Adjustments to Arrive at FFO:

Depreciation and amortization from consolidated

   properties

312,585

281,349

Our share of depreciation and amortization from

   unconsolidated entities, including Klepierre

121,549

86,141

Gain upon acquisition of controlling interests, sale or disposal

   of assets and interests in unconsolidated entities, and

   impairment charge on investment in unconsolidated entities, net

(20,767)

(494,837)

Net income attributable to noncontrolling interest holders in

   properties

(2,461)

(2,109)

Noncontrolling interests portion of depreciation and amortization

(2,173)

(2,408)

Preferred distributions and dividends

(1,313)

(1,313)

FFO of the Operating Partnership

$    741,888

$    648,652

Diluted net income per share to diluted FFO per share reconciliation:

Diluted net income per share

$ 0.91

$          2.18

Depreciation and amortization from consolidated properties

   and our share of depreciation and amortization from

   unconsolidated entities, including Klepierre, net of noncontrolling

   interests portion of depreciation and amortization

1.20

1.03

Gain upon acquisition of controlling interests, sale or disposal

   of assets and interests in unconsolidated entities, and

   impairment charge on investment in unconsolidated entities, net

(0.06)

(1.39)

Diluted FFO per share

$          2.05

$          1.82

Details for per share calculations:

FFO of the Operating Partnership

$    741,888

$    648,652

Diluted FFO allocable to unitholders

(106,688)

(110,827)

Diluted FFO allocable to common stockholders

$    635,200

$    537,825

Basic weighted average shares outstanding

309,987

295,694

Adjustments for dilution calculation:

   Effect of stock options

-

1

Diluted weighted average shares outstanding

309,987

295,695

Weighted average limited partnership units outstanding

52,065

60,932

Diluted weighted average shares and units outstanding

362,052

356,627

Basic FFO per Share

$          2.05

$          1.82

   Percent Change

12.6%

Diluted FFO per Share

$          2.05

$          1.82

   Percent Change

12.6%

Simon Property Group, Inc. and Subsidiaries

Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures

Notes:  

(A)

2012 primarily represents non-cash gains resulting from our acquisition/disposition activity and the remeasurement of our previously held interest to fair value for those properties in which we now have a controlling interest.

(B)

Excess investment represents the unamortized difference of our investment over equity in the underlying net assets of the related partnerships and joint ventures shown therein. We generally amortize excess investment over the life of the related properties.

(C)

The Unaudited Joint Venture Statements of Operations do not include any operations or our share of net income or excess investment amortization related to our investment in Klepierre. Amounts included in Footnote E below exclude our share of related activity for our investment in Klepierre. For further information, reference should be made to financial information in Klepierre's public filings and additional discussion and analysis in our Form 10-Q.

(D)

This report contains measures of financial or operating performance that are not specifically defined by GAAP, including FFO and FFO per share. FFO is a performance measure that is standard in the REIT business. We believe FFO provides investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs. We also use these measures internally to monitor the operating performance of our portfolio. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.

We determine FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). We determine FFO to be our share of consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales or disposals of, or any impairment charges related to, previously depreciated retail operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. 

We have 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 or disposal of, or any impairment charges relating to, previously depreciated retail 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.

(E)

Includes our share of: 

• Gains on land sales of $0.4 million and $3.2 million for the three months ended March 31, 2013 and 2012, respectively

• Straight-line adjustments to minimum rent of $12.8 million and $8.8 million for the three months ended March 31, 2013 and 2012, respectively

• Amortization of fair market value of leases from acquisitions of $10.7 million and $5.1 million for the three months ended March 31, 2013 and 2012, respectively and

• Debt premium amortization of $10.9 million and $6.7 million for the three months ended March 31, 2013 and 2012, respectively.