Press Release

Simon Property Group Reports Fourth Quarter Results, Announces Quarterly Dividend and Provides 2011 Guidance

February 4, 2011

Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today reported results for the quarter and year ended December 31, 2010.

Results for the Quarter Ended December 31, 2010

Net income attributable to common stockholders was $217.9 million, or $0.74 per diluted share, in the quarter as compared to $91.5 million, or $0.32 per diluted share, in the prior year period.

Funds from Operations ("FFO") as adjusted was $638.7 million, or $1.80 per diluted share, in the quarter as compared to $573.4 million, or $1.66 per diluted share, in the prior year period. FFO as adjusted excludes the impact of non-cash impairment charges of $0.02 per share in 2010 and $0.26 per share in 2009. FFO was $1.78 per diluted share in 2010 and $1.40 per diluted share in 2009.

Results for the Year Ended December 31, 2010

Net income attributable to common stockholders was $610.4 million, or $2.10 per diluted share, for the year as compared to $283.1 million, or $1.05 per diluted share, in the prior year period.

FFO as adjusted was $2.121 billion, or $6.03 per diluted share, for the year as compared to $1.977 billion, or $6.01 per diluted share, in the prior year period. FFO as adjusted excludes the $1.00 per diluted share loss on extinguishment of debt incurred in connection with two tender offers for outstanding senior notes in 2010 and the impact of non-cash impairment charges of $0.02 per share in 2010 and $0.68 per share in 2009. FFO was $5.01 per diluted share in 2010 and $5.33 per diluted share in 2009.

"We delivered impressive results in an improving, but still challenging environment," said David Simon, Chairman and Chief Executive Officer. "Funds from operations as adjusted per share were $1.80 for the quarter, an increase of 8.4% over the same period one year ago. Our regional mall and Premium Outlet portfolio generated comparable property net operating income growth of 3.4% in the period, fueled by increases in occupancy and sales."

U.S. Operational Statistics(1)


                                          As of           As of
                                      December 31,    December 31,
                                           2010            2009
                                     -------------   -------------
    Occupancy(2)                           94.2%           93.4%
    Comparable Sales per Sq. Ft. (3)       $494            $452
    Average Rent per Sq. Ft. (2)         $38.87          $38.47

 

  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 comparable 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 February 28, 2011 to stockholders of record on February 14, 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 March 31, 2011 to stockholders of record on March 17, 2011.

Development Activity

On November 11th, the Company opened the second phase of Houston Premium Outlets(R) in Cypress (Houston), Texas. The 114,000 square-foot expansion brings the property to a total of 536,000 square feet of gross leasable area and 145 stores.

The expansion added 25 new merchants including Saks Fifth Avenue Off 5th, A/X Armani Exchange, American Eagle Outfitters, Chico's, David Yurman, Ed Hardy, Esprit, Haggar Clothing Co., J.Crew, Jockey, Joe's Jeans, Jos. A. Bank, Lacoste, Merrell, Nautica, New York & Company, Nestle Toll House by Chip, Original Penguin, Talbots, Tory Burch, Tumi, White House / Black Market and Wilsons Leather. The Company owns 100% of this center.

During the fourth quarter, construction started on the expansion of Pheasant Lane Mall in Nashua, New Hampshire. The Company owns 100% of this addition, which includes Dick's Sporting Goods, small shops and restaurants. The project is expected to be completed in October of 2011.

Construction continues on the following projects:

 

  • A 70,000 square foot expansion of Las Vegas Outlet Center in Las Vegas, Nevada, expected to open in March of 2011. The Company owns 100% of this center.
  • Paju Premium Outlets, a new 328,000 square foot upscale outlet center with approximately 160 shops, located north of Seoul, South Korea. This will be the Company's second Premium Outlet Center in South Korea and is expected to open in March of 2011. The Company owns a 50% interest in this project.
  • A 52,000 square foot expansion of Tosu Premium Outlets in Fukuoka, Japan, expected to open in July of 2011. The Company owns a 40% interest in this project.
  • 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.
  • Merrimack Premium Outlets in Merrimack, New Hampshire. This new 380,000 square foot upscale outlet center is located one hour north of metropolitan Boston and is projected to open in the summer of 2012. The Company owns 100% of this center.

2011 Guidance

The Company estimates that FFO will be within a range of $6.45 to $6.60 per diluted share for the year ending December 31, 2011, and diluted net income will be within a range of $2.55 to $2.70 per share.

The following table provides the 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                           $2.55  $2.70

    Depreciation and amortization including the
     Company's share of joint ventures                 3.90   3.90
                                                       ----   ----

    Estimated diluted FFO per share                   $6.45  $6.60
                                                      =====  =====


The 2011 guidance reflects management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management's view of future capital market conditions, which is generally consistent with the current forward rates for LIBOR and U.S. Treasury bonds. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with property disposition activities. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release.

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, February 4, 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 "forwardlooking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forwardlooking 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 forwardlooking 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, environ-mental 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 forwardlooking 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 393 retail real estate properties comprising 264 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 Months    For the Twelve Months
                                     Ended                   Ended
                                  December 31,            December 31,
                              2010          2009       2010        2009
                              ----          ----       ----        ----
    REVENUE:
    Minimum rent            $672,606     $607,691  $2,429,519   $2,316,838
    Overage rent              56,668       39,123     110,621       84,922
    Tenant reimbursements    298,146      277,322   1,083,780    1,062,227
    Management fees and other
     revenues                 34,310       33,365     121,207      124,059
    Other income              57,988       70,679     212,503      187,170
                              ------       ------     -------      -------
       Total revenue       1,119,718    1,028,180   3,957,630    3,775,216

    EXPENSES:
    Property operating        98,615       98,905     414,264      425,703
    Depreciation and
     amortization            276,418      239,425     982,820      997,598
    Real estate taxes         90,893       82,784     345,960      333,957
    Repairs and maintenance   37,875       29,811     102,425       91,736
    Advertising and promotion 34,641       32,010      97,194       93,565
    Provision for credit
     losses                    5,190        3,319       3,130       22,655
    Home and regional office
     costs                    36,615       30,316     109,314      110,048
    General and
     administrative            5,358        4,257      21,267       18,124
    Impairment charge              -       56,875(A)        -      197,353(A)
    Transaction expenses       6,418        5,697      68,972        5,697
    Other                     23,633       19,180      68,045       72,088
                              ------       ------      ------       ------
       Total operating
        expenses             615,656      602,579   2,213,391    2,368,524
                             -------      -------   ---------    ---------

    OPERATING INCOME         504,062      425,601   1,744,239    1,406,692

    Interest expense        (252,405)    (263,705) (1,027,091)    (992,065)
    Loss on extinguishment
     of debt                       -            -    (350,688)           -
    Income tax (expense)
     benefit of taxable
     REIT subsidiaries        (2,291)       2,316      (1,734)       5,220
    Income from
     unconsolidated entities  25,192       24,526      75,921       40,220
    Impairment charge from
     investments in
     unconsolidated entities  (8,169)(A)  (42,697)(A)  (8,169)(A)  (42,697)(A)
    Gain (loss) upon
     acquisition of controlling
     interest, and on sale or
     disposal of assets and
     interests in
     unconsolidated entities,
     net                         687      (30,108)    321,036      (30,108)
                                 ---      -------     -------      -------

    CONSOLIDATED NET INCOME  267,076      115,933     753,514      387,262

    Net income attributable
     to noncontrolling
     interests                48,318       17,678     136,476       77,855
    Preferred dividends          835        6,712       6,614       26,309
                                 ---        -----       -----       ------


    NET INCOME ATTRIBUTABLE
     TO COMMON STOCKHOLDERS $217,923      $91,543    $610,424     $283,098
                            ========      =======    ========     ========

    Basic Earnings Per Common
     Share:

       Net income attributable
        to common stockholders $0.74        $0.32       $2.10        $1.06
                               =====        =====       =====        =====

        Percentage Change      131.3%                    98.1%

    Diluted Earnings Per
     Common Share:

       Net income
        attributable to
        common stockholders    $0.74        $0.32       $2.10        $1.05
                               =====        =====       =====        =====

        Percentage Change      131.3%                   100.0%



                                      SIMON
                            Consolidated Balance Sheets
                                    Unaudited
                          (In thousands, except as noted)

                                                 December 31, December 31,
                                                    2010         2009
                                                    ----         ----
    ASSETS:
      Investment properties, at cost             $27,508,735  $25,336,189
        Less - accumulated depreciation            7,711,304    7,004,534
                                                   ---------    ---------
                                                  19,797,431   18,331,655
      Cash and cash equivalents                      796,718    3,957,718
      Tenant receivables and accrued
       revenue, net                                  426,736      402,729
      Investment in unconsolidated entities,
       at equity                                   1,390,105    1,468,577
      Deferred costs and other assets              1,795,439    1,155,587
      Note receivable from related party             651,000      632,000
                                                     -------      -------
        Total assets                             $24,857,429  $25,948,266
                                                 ===========  ===========

    LIABILITIES:
      Mortgages and other indebtedness           $17,473,760  $18,630,302
      Accounts payable, accrued expenses,
       intangibles, and deferred revenues            993,738      987,530
      Cash distributions and losses in
       partnerships and joint ventures, at
       equity                                        485,855      457,754
      Other liabilities and accrued
       dividends                                     184,855      159,345
                                                     -------      -------
        Total liabilities                         19,138,208   20,234,931
                                                  ----------   ----------

    Commitments and contingencies

     Limited partners' preferred interest
      in the Operating Partnership and
      noncontrolling redeemable interests
      in properties                                   85,469      125,815

    Series I 6% convertible perpetual
     preferred stock, 19,000,000 shares
     authorized, 0 and 8,091,155 issued and
     outstanding, respectively, at liquidation
     value                                                 -      404,558

    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                                   45,375       45,704

        Common stock, $.0001 par value,
         511,990,000 shares authorized,
         296,957,360 and 289,866,711
         issued and outstanding, respectively             30           29

        Class B common stock, $.0001 par
         value, 10,000 shares authorized,
         8,000 issued and outstanding                      -            -

      Capital in excess of par value               8,059,852    7,547,959
      Accumulated deficit                         (3,114,571)  (2,955,671)
      Accumulated other comprehensive income
       (loss)                                          6,530       (3,088)
      Common stock held in treasury at cost,
       4,003,451 and 4,126,440 shares,
       respectively                                 (166,436)    (176,796)
                                                    --------     --------
        Total stockholders' equity                 4,830,780    4,458,137
    Noncontrolling interests                         802,972      724,825
                                                     -------      -------
        Total equity                               5,633,752    5,182,962
                                                   ---------    ---------

        Total liabilities and equity             $24,857,429  $25,948,266
                                                 ===========  ===========



                                     SIMON
                     Joint Venture Statements of Operations
                                   Unaudited
                                 (In thousands)
                                 --------------

                      For the Three Months Ended   For the Twelve Months Ended
                              December 31,                December 31,
                            2010      2009              2010        2009
                            ----      ----              ----        ----
    Revenue:
      Minimum rent        $502,964  $519,947        $1,960,951  $1,965,565
      Overage rent          53,156    47,119           147,776     132,260
      Tenant
       reimbursements      250,883   267,183           950,267     987,028
      Other income          46,989    58,665           223,234     174,611
                            ------    ------           -------     -------
        Total revenue      853,992   892,914         3,282,228   3,259,464

    Operating Expenses:
      Property operating   158,560   166,783           635,946     656,399
      Depreciation and
       amortization        201,249   221,403           793,012     801,618
      Real estate taxes     61,848    71,258           253,627     261,294
      Repairs and
       maintenance          29,399    33,558           105,042     110,606
      Advertising and
       promotion            18,564    20,188            61,814      65,124
      Provision for
       (recovery of)
       credit losses         3,335    (2,787)            4,053      16,123
      Impairment charge          -    18,249 (A)             -      18,249 (A)
      Other                 55,170    50,521           210,858     182,201
                            ------    ------           -------     -------
        Total operating
         expenses          528,125   579,173         2,064,352   2,111,614
                           -------   -------         ---------   ---------
    Operating Income       325,867   313,741         1,217,876   1,147,850

    Interest expense      (215,437) (222,953)         (868,856)   (884,539)
    Income (loss) from
     unconsolidated
     entities                  528    (2,356)             (840)     (4,739)
    Impairment charge
     from investments in
     unconsolidated
     entities              (16,671)        -           (16,671)          -
    (Loss) gain on sale
     or disposal of assets
     and interests in
     unconsolidated
     entities, net             (85)        -            39,676           -
                               ---       ---            ------         ---
    Net Income             $94,202   $88,432          $371,185    $258,572
                           =======   =======          ========    ========
    Third-Party
     Investors' Share of
     Net Income            $64,568   $57,665          $234,799    $170,265
                           -------   -------          --------    --------
    Our Share of Net
     Income                 29,634    30,767           136,386      88,307
    Amortization of
     Excess Investment(B)  (12,653)  (13,844)          (48,329)    (55,690)
    Our Share of Loss
     (Gain) on Sale or
     Disposal of Assets
     and Interests in
     Unconsolidated
     Entities, net              42         -           (20,305)          -
    Our Share of
     Impairment Charge
     from Unconsolidated
     Entities  (C)           8,169     7,603 (A)         8,169       7,603 (A)
                             -----     -----             -----       -----
    Income from
     Unconsolidated
     Entities              $25,192   $24,526           $75,921     $40,220
                           =======   =======           =======     =======



                                   SIMON
                       Joint Venture Balance Sheets
                                 Unaudited
                              (In thousands)


                                           December 31,      December 31,
                                              2010              2009
                                              ----              ----
    Assets:
    Investment properties, at cost         $21,236,594       $21,555,729
    Less - accumulated depreciation          5,126,116         4,580,679
                                             ---------         ---------
                                            16,110,478        16,975,050

    Cash and cash equivalents                  802,025           771,045
    Tenant receivables and accrued
     revenue, net                              353,719           364,968
    Investment in unconsolidated
     entities, at equity                       158,116           235,173
    Deferred costs and other assets            525,024           535,398
                                               -------           -------
      Total assets                         $17,949,362       $18,881,634
                                           ===========       ===========

    Liabilities and Partners' Equity:
    Mortgages and other indebtedness       $15,937,404       $16,549,276
    Accounts payable, accrued expenses,
     intangibles and deferred revenue          748,245           834,668
    Other liabilities                          961,284           978,771
                                               -------           -------
      Total liabilities                     17,646,933        18,362,715
    Preferred units                             67,450            67,450
    Partners' equity                           234,979           451,469
                                               -------           -------
      Total liabilities and partners'
       equity                              $17,949,362       $18,881,634
                                           ===========       ===========

    Our Share of:
    Partners' equity                          $146,578          $316,800
    Add:  Excess Investment (B)                757,672           694,023
                                               -------           -------
    Our net Investment in Joint Ventures      $904,250        $1,010,823
                                              ========        ==========



                                       SIMON
                         Footnotes to Financial Statements
                                     Unaudited


    Notes:

    (A)  During the fourth quarter of 2010, the Company recorded an $8.2
         million non-cash impairment charge related to an investment in an
         operating property in Italy. During the fourth quarter of 2009, the
         Company recorded non-cash impairment charges aggregating $88.1
         million, net of tax benefit and adjusted for noncontrolling interest
         holders' share, related to two operational regional malls, certain
         parcels of land and non-retail real estate, and certain development
         costs related to projects no longer being pursued.  In the second
         quarter of 2009, the Company recorded a non-cash impairment charge
         of $140.5 million.

    (B)  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.

    (C)  The Company's share of impairment charge from unconsolidated
         entities is included within the joint venture statements of
         operations. This charge is presented separately on the consolidated
         statements of operations along with $35.1 million of impairment
         charges of investments in certain unconsolidated entities and for
         which declines in value below our carrying amount were deemed other
         than temporary.




                                         SIMON
                    Reconciliation of Non-GAAP Financial Measures (1)
                                       Unaudited
                            (In thousands, except as noted)
                            -------------------------------

    Reconciliation of Consolidated Net Income to FFO and FFO as Adjusted
    ---------------------------------------------------------------------

                                     For the Three        For the Twelve
                                      Months Ended         Months Ended
                                       December 31,          December 31,
                                      2010     2009        2010        2009
                                      ----     ----        ----        ----

    Consolidated Net
     Income (2)(3)(4)(5)           $267,076  $115,933    $753,514    $387,262

    Adjustments to Consolidated
     Net Income to Arrive at FFO:

      Depreciation and amortization
       from consolidated
       properties                   272,713   235,296     968,695     983,487
      Simon's share of
       depreciation and
       amortization from
       unconsolidated entities       98,048   111,608     388,565     399,509
      (Gain) loss upon acquisition
       of controlling interest,
       and on sale or disposal of
       assets and interests in
       unconsolidated entities, net    (687)   30,108    (321,036)     30,108
      Net (income) loss attributable
       to noncontrolling interest
       holders in properties         (3,298)    2,568     (10,640)     (5,496)
      Noncontrolling interests
       portion of depreciation
       and amortization              (1,959)   (2,143)     (7,847)     (8,396)
      Preferred distributions and
       dividends                     (1,313)   (8,144)     (8,929)    (38,194)
                                     ------    ------      ------     -------

    FFO of the Operating
     Partnership                   $630,580  $485,226  $1,762,322  $1,748,280
      Impairment charge               8,169    88,134       8,169     228,612
      Loss on debt extinguishment         -         -     350,688           -
                                        ---       ---     -------         ---
    FFO as adjusted of the
     Operating Partnership         $638,749  $573,360  $2,121,179  $1,976,892
                                   ========  ========  ==========  ==========

    Per Share Reconciliation:
    -------------------------

    Diluted net income
     attributable to common
     stockholders per share           $0.74     $0.32       $2.10       $1.05

    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                    1.05      1.01        3.86        4.22
     (Loss) gain upon
       acquisition of
       controlling interest,
       and on sale or disposal of
       assets and interests in
       unconsolidated entities, net       -      0.09       (0.92)       0.09
     Impact of additional
       dilutive securities
       for FFO per share              (0.01)    (0.02)      (0.03)      (0.03)
                                      -----     -----       -----       -----

    Diluted FFO per share             $1.78     $1.40       $5.01       $5.33

      Impairment charge                0.02      0.26        0.02        0.68
      Loss on debt extinguishment         -         -        1.00           -
                                        ---       ---        ----         ---

    Diluted FFO as adjusted per
     share                            $1.80     $1.66       $6.03       $6.01
                                      =====     =====       =====       =====


    Details for per
     share calculations:
    --------------------

    FFO of the Operating
     Partnership                   $630,580  $485,226  $1,762,322  $1,748,280

    Adjustments for
     dilution calculation:
    Impact of preferred
     stock and preferred unit
     conversions and option
     exercises (6)                        -     6,832       3,676      27,444
                                        ---     -----       -----      ------
    Diluted FFO of the
     Operating Partnership          630,580   492,058   1,765,998   1,775,724
    Diluted FFO allocable to
     unitholders                   (107,500)  (81,132)   (295,304)   (305,150)
                                   --------   -------    --------    --------
    Diluted FFO allocable to
     common stockholders           $523,080  $410,926  $1,470,694  $1,470,574
                                   ========  ========  ==========  ==========

    Basic weighted average
     shares outstanding             292,931   283,968     291,076     267,055
    Adjustments for dilution
     calculation:
       Effect of stock options          230       366         274         316
       Effect of contingently
        issuable shares
        from stock dividends              -       628           -       1,101
       Impact of Series C
        preferred unit
        conversion                        -         -           -          46
       Impact of Series I
        preferred unit
        conversion                        -     1,155         238       1,228
       Impact of Series I
        preferred stock
        conversion                        -     6,550       1,749       6,354
                                        ---     -----       -----       -----

    Diluted weighted
     average shares
     outstanding                    293,161   292,667     293,337     276,100

    Weighted average
     limited partnership
     units outstanding               60,248    57,782      58,900      57,292
                                    -------   -------     -------     -------
    Diluted weighted average
     shares and units
     outstanding                    353,409   350,449     352,237     333,392
                                    =======   =======     =======     =======

    Basic FFO per share               $1.79     $1.42       $5.04       $5.39
        Percent Change                 26.1%                 -6.5%

    Diluted FFO per share             $1.78     $1.40       $5.01       $5.33
        Percent Change                 27.1%                 -6.0%

    Diluted FFO as adjusted
     per share                        $1.80     $1.66       $6.03       $6.01
        Percent Change                  8.4%                  0.3%



                                        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"), FFO as adjusted, FFO per
         share and FFO as adjusted 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.  As adjusted measures
         exclude the effect of certain non-cash impairment and debt-
         related charges.  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 $2.4
         million and $17.7 million for the three months ended December 31,
         2010 and 2009, respectively, and $11.8 million and $19.9 million
         for the twelve months ended December 31, 2010 and 2009,
         respectively.

    (3)  Includes the Company's share of straight-line adjustments to
         minimum rent of $8.3 million and $5.6 million for the three months
         ended December 31, 2010 and 2009, respectively, and $32.1 million
         and $30.9 million for the twelve months ended December 31, 2010 and
         2009, respectively.

    (4)  Includes the Company's share of the amortization of fair market
         value of leases from acquisitions of $5.1 million and $5.9 million
         for the three months ended December 31, 2010 and 2009,
         respectively, and $19.9 million and $24.9 million for the twelve
         months ended December 31, 2010 and 2009, respectively.

    (5)  Includes the Company's share of debt premium amortization of
         $3.3 million and $4.0 million for the three months ended December
         31, 2010 and 2009, respectively, and $12.7 million and $14.8
         million for the twelve months ended December 31, 2010 and 2009,
         respectively.

    (6)  Includes dividends and distributions on Series I preferred
         stock and Series C and Series I preferred units. All outstanding
         Series C preferred units were redeemed in August 2009 and all
         outstanding shares of Series I preferred stock and Series I
         preferred units were redeemed on April 16, 2010.

SOURCE Simon Property Group, Inc.