Press Release

Simon Property Group Reports Third Quarter Results and Announces Increase In Dividend

October 25, 2011

Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today reported results for the quarter ended September 30, 2011.

  • Net income attributable to common stockholders was $274.0 million, or $0.93 per diluted share, as compared to $230.6 million, or $0.79 per diluted share, in the prior year period. The increase on a per share basis was 17.7%.
  • Funds from Operations ("FFO") was $606.2 million, or $1.71 per diluted share, as compared to $318.5 million, or $0.90 per diluted share, in the prior year period. Third quarter 2010 FFO as adjusted for a debt extinguishment charge was $503.6 million or $1.43 per diluted share. The increase on an as adjusted per share basis was 19.6%.

"Our mall and premium outlet operations continue to perform very well, delivering comparable property net operating income growth of 3.8% in the third quarter," said David Simon, Chairman and Chief Executive Officer. "I am pleased with our accomplishments this quarter, including the increase in our ownership of King of Prussia to 96%, and the early October completion of our new corporate credit facility. The Company continues to excel, resulting in today's announcement of $1.10 per share in total common stock dividends to be paid in the fourth quarter of 2011 versus $0.80 paid in the third quarter."

    U.S. Operational Statistics(1)
    ------------------------------

                                   As of           As of
                               September 30,   September 30,         %
                                    2011            2010         Increase
                              --------------  --------------     --------

    Occupancy(2)                    93.9%           93.8%    + 10 basis points
    Total Sales per Sq. Ft. (3)     $517            $473            9.3%
    Average Rent per Sq. Ft. (2)  $38.87          $37.58            3.4%

 

  1. Combined information for U.S. regional malls and U.S. Premium Outlets, including the Prime portfolio. Prior period amounts have been restated to include Prime. Does not include information for properties owned by SPG-FCM (the Mills portfolio).
  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 has approved the declaration of the following dividends:

 

  • A quarterly common stock dividend of $0.90 per share, an increase of 12.5% from the previous quarter. The dividend is payable on November 30, 2011 to stockholders of record on November 16, 2011.
  • A special common stock dividend of $0.20 per share. The dividend is payable on December 30, 2011 to stockholders of record on December 16, 2011.
  • The quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) Stock of $1.046875 per share, payable on December 30, 2011 to stockholders of record on December 16, 2011.

Dividends paid on the Company's common stock during the first three quarters of 2011 total $2.40 per share. After payment of the $1.10 in dividends declared above, dividends paid in 2011 will be $3.50 per share, or 100% of expected taxable income.

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. The 222,000 square foot center is 95% leased and generates sales of approximately $650 per square foot.

On August 25th, the Company completed a series of transactions that increased its ownership of The Plaza at King of Prussia and The Court at King of Prussia (collectively "King of Prussia") from 12% to 96%. SPG also has the contractual ability to acquire the remaining interests in King of Prussia in the fall of 2013.

King of Prussia, serving the greater Philadelphia market, is one of the country's largest shopping centers with gross leasable area of 2.4 million square feet. It is also one of the country's most productive super regional malls, generating annual total retail sales in excess of $850 million. A major redevelopment of the center is currently underway, converting the former Strawbridge's building into specialty stores.

Corporate Credit Facility

On October 5th, the Company announced that it entered into a new unsecured revolving credit facility that increased the Company's revolving borrowing capacity to $4.0 billion. This facility, which can be increased to $5.0 billion during its term, will initially mature on October 30, 2015, and can be extended for an additional year to October 30, 2016 at the Company's sole option. The base interest rate on the Company's new facility is LIBOR plus 100 basis points. In addition, the new facility provides for a money market competitive bid option program that allows the Company to hold auctions to achieve lower pricing for short-term borrowings. The facility also includes a $2.0 billion multi-currency tranche.

Development Activity

In the U.S.

The Company has two new development projects under construction:

 

  • Merrimack Premium Outlets in Merrimack, New Hampshire - a 409,000 square foot upscale outlet center located one hour north of metropolitan Boston and scheduled to open in June of 2012. It will have over 100 designer and brand outlet stores. The Company owns 100% of this project.
  • Tanger Outlets - Texas City - a 350,000 square foot upscale outlet center located in Texas City, Texas. The center is located approximately 30 miles south of Houston and 20 miles north of Galveston and is scheduled to open in November of 2012. The Company owns a 50% interest in this project.

Renovation and expansion projects are underway at 22 centers including the 102,000 square foot expansion of Seattle Premium Outlets, which started construction earlier this month. In addition, the restoration of Opry Mills in Nashville, Tennessee, continues and is expected to be completed in March of 2012. This Mills asset has been closed since it was damaged by a historic flood in May of 2010.

In 2011, the Company plans to open a total of 39 new anchors/big boxes, aggregating 1.7 million square feet of leasing activity. Eighteen anchor/big box deals are currently scheduled to open in 2012 and 2013 comprising nearly 900,000 square feet.

International

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. The Company owns a 40% interest in this project.

During October, the Company started construction on two additional expansion projects:

 

  • A 103,000 square foot expansion of Rinku Premium Outlets in Izumisano (Osaka), Japan, expected to open in July of 2012. The Company owns a 40% interest in this project.
  • A 78,000 square foot expansion of Kobe-Sanda Premium Outlets in Kobe (Osaka), Japan, expected to open in December of 2012. The Company owns a 40% interest in this project.

Construction continues on the following:

 

  • 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 scheduled to open in December 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.

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, and with second quarter results on July 26, 2011. Today the Company increased guidance once again, estimating that FFO will be within a range of $6.80 to $6.85 per diluted share for the year ending December 31, 2011, and diluted net income will be within a range of $3.00 to $3.05 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                            $3.00   $3.05

    Depreciation and amortization including the
     Company's share of joint ventures                  4.05    4.05

    Gain on sale or disposal of assets                 (0.25)  (0.25)
                                                       -----   -----

    Estimated diluted FFO per share                    $6.80   $6.85
                                                       =====   =====

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, October 25, 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, FFO as adjusted 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, 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 forward-looking statements, whether as a result of new information, future developments, or otherwise.

Simon Property Group

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 391 retail real estate properties comprising 261 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 Property Group, Inc. and Subsidiaries
                 Unaudited Consolidated Statements of Operations
                 (Dollars in thousands, except per share amounts)

                             For the Three Months    For the Nine Months
                              Ended September 30,    Ended September 30,
                             ---------------------  ----------------------
                                2011        2010       2011        2010
                             ---------    --------  ----------  ----------

    REVENUE:
      Minimum rent            $664,724    $605,146  $1,958,626  $1,756,913
      Overage rent              36,653      26,265      75,774      53,953
      Tenant reimbursements    294,305     274,013     861,352     785,634
      Management fees and
       other revenues           31,249      29,980      93,001      86,897
      Other income              47,429      43,871     146,341     154,515
                             ---------    --------  ----------  ----------
        Total revenue        1,074,360     979,275   3,135,094   2,837,912
                             ---------    --------  ----------  ----------

    EXPENSES:
      Property operating       122,446     115,647     331,013     315,649
      Depreciation and
       amortization            260,802     243,303     788,410     706,402
      Real estate taxes         87,264      86,680     273,952     255,067
      Repairs and maintenance   24,465      20,200      79,957      64,550
      Advertising and
       promotion                25,773      21,435      72,619      62,553
      Provision for
       (recovery of)
       credit losses             1,501      (3,096)      3,180      (2,060)
      Home and regional
       office costs             30,525      28,640      91,035      72,699
      General and
       administrative           14,974       5,170      31,614      15,909
      Transaction expenses           -      47,585           -      62,554
      Other                     23,012      15,917      61,254      44,412
                             ---------    --------  ----------  ----------
        Total operating
         expenses              590,762     581,481   1,733,034   1,597,735
                             ---------    --------  ----------  ----------

    OPERATING INCOME           483,598     397,794   1,402,060   1,240,177

    Interest expense          (244,384)   (249,264)   (737,018)   (774,686)
    Loss on
     extinguishment of debt          -    (185,063)          -    (350,688)
    Income tax (expense)
     benefit of taxable
     REIT subsidiaries            (860)        249      (2,706)        557
    Income from
     unconsolidated entities    17,120      22,533      49,561      50,729
    Gain upon acquisition of
     controlling interest,
     and on sale or disposal
     of assets and interests
     in unconsolidated
     entities, net              78,307     294,283      92,072     320,349


    CONSOLIDATED NET INCOME    333,781     280,532     803,969     486,438

    Net income
     attributable to
     noncontrolling
     interests                  58,947      49,074     142,934      88,158
    Preferred dividends            834         834       2,503       5,779


    NET INCOME
     ATTRIBUTABLE TO
     COMMON STOCKHOLDERS     $ 274,000    $230,624  $  658,532  $  392,501
                             =========    ========  ==========  ==========


    BASIC EARNINGS PER
     COMMON SHARE:
        Net income
         attributable to
         common stockholders $    0.93    $   0.79  $     2.24  $     1.35
                             =========    ========  ==========  ==========

    DILUTED EARNINGS PER
     COMMON SHARE:
        Net income
         attributable to
         common stockholders $    0.93    $   0.79  $     2.24  $     1.35
                             =========    ========  ==========  ==========



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

                                              September 30, December 31,
                                                  2011          2010
                                              ------------  -----------
    ASSETS:
        Investment properties, at cost         $28,761,004  $27,508,735
            Less -accumulated depreciation       8,239,402    7,711,304
                                              ------------  -----------
                                                20,521,602   19,797,431
        Cash and cash equivalents                  575,817      796,718
        Tenant receivables and accrued
         revenue, net                              413,922      426,736
        Investment in unconsolidated
         entities, at equity                     1,461,694    1,390,105
        Deferred costs and other assets          1,951,173    1,795,439
        Notes receivable from related party        651,000      651,000
                                              ------------  -----------
            Total assets                       $25,575,208  $24,857,429
                                               ===========  ===========

    LIABILITIES:
        Mortgages and other indebtedness       $17,902,961  $17,473,760
        Accounts payable, accrued
         expenses, intangibles, and
         deferred revenues                       1,151,190      993,738
        Cash distributions and losses in
         partnerships and joint
         ventures, at equity                       575,570      485,855
        Other liabilities and accrued
         dividends                                 262,119      184,855
                                              ------------  -----------
            Total liabilities                   19,891,840   19,138,208
                                              ------------  -----------

    Commitments and contingencies
    Limited partners' preferred
     interest in the Operating
     Partnership and noncontrolling
     redeemable interests in properties            171,358       85,469

    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    45,129       45,375

            Common stock, $ 0.0001 par value,
             511,990,000 shares authorized,
             297,671,666 and 296,957,360 issued
             and outstanding, respectively              30           30

            Class B common stock, $ 0.0001
             par value, 10,000 shares authorized,
             8,000 issued and outstanding                -            -

        Capital in excess of par value           8,071,657    8,059,852
        Accumulated deficit                     (3,220,052)  (3,114,571)
        Accumulated other comprehensive
         (loss) income                            (102,004)       6,530
        Common stock held in treasury at
         cost, 3,884,305 and 4,003,451
         shares, respectively                     (153,436)    (166,436)
                                              ------------  -----------
            Total stockholder's equity           4,641,324    4,830,780
    Noncontrolling Interests                       870,686      802,972
                                              ------------  -----------
            Total equity                         5,512,010    5,633,752
                                              ------------  -----------
            Total liabilities and equity       $25,575,208  $24,857,429
                                              ============  ===========



                  Simon Property Group, Inc. and Subsidiaries
                Unaudited Joint Venture Statements of Operations
                              (Dollars in thousands)


                            For the Three Months   For the Nine Months
                             Ended September 30,    Ended September 30,
                            --------------------  ----------------------
                              2011        2010       2011        2010
                            --------    --------  ----------  ----------

    Revenue:
      Minimum rent          $491,742    $478,869  $1,464,092  $1,457,987
      Overage rent            42,941      38,283     104,951      94,620
      Tenant reimbursements  235,309     234,769     694,914     699,384
      Other income            43,209      77,518     134,660     176,245
                            --------    --------  ----------  ----------
        Total revenue        813,201     829,439   2,398,617   2,428,236

    Operating Expenses:
      Property operating     167,655     167,653     473,959     477,386
      Depreciation and
       amortization          197,604     195,679     578,802     591,763
      Real estate taxes       59,014      61,080     185,724     191,779
      Repairs and
       maintenance            20,005      21,869      62,958      75,643
      Advertising and
       promotion              15,022      13,027      44,716      43,250
      Provision for
       (recovery of) credit
       losses                  2,571        (721)      7,247         718
      Other                   56,182      50,507     165,532     155,688
                            --------    --------  ----------  ----------
        Total operating
         expenses            518,053     509,094   1,518,938   1,536,227
                            --------    --------  ----------  ----------

    Operating Income         295,148     320,345     879,679     892,009

    Interest expense        (218,079)   (218,238)   (644,549)   (653,419)
    Loss from
     unconsolidated
     entities                 (1,665)       (327)     (3,787)     (1,368)
    Gain on sale or
     disposal of assets
     and interests in
     unconsolidated entities      78           -      15,583      39,761


    Net Income              $ 75,482    $101,780  $  246,926  $  276,983
                            ========    ========  ==========  ==========

    Third-Party Investors'
     Share of Net Income    $ 45,271    $ 66,542  $  151,741  $  170,231
                            --------    --------  ----------  ----------

    Our Share of Net
     Income                   30,211      35,238      95,185     106,752
    Amortization of
     Excess Investment(A)    (13,052)    (12,695)    (37,832)    (35,676)
    Our Share of Gain on
     Sale or Disposal of
     Assets and Interests in
     Unconsolidated Entities,
     net                         (39)        (10)     (7,792)    (20,347)
                            --------    --------  ----------  ----------
    Income from
     Unconsolidated
     Entities               $ 17,120    $ 22,533  $   49,561  $   50,729
                            ========    ========  ==========  ==========



                 Simon Property Group, Inc. and Subsidiaries
                    Unaudited Joint Venture Balance Sheets
                           (Dollars in thousands)

                                           September 30, December 31,
                                                2011         2010
                                           ------------  -----------
    Assets:
    Investment properties, at cost          $21,409,839  $21,236,594
    Less - accumulated depreciation           5,459,929    5,126,116
                                           ------------  -----------
                                             15,949,910   16,110,478
    Cash and cash equivalents                   816,324      802,025
    Tenant receivables and accrued revenue,
     net                                        376,910      353,719
    Investment in unconsolidated entities,
     at equity                                  153,459      158,116
    Deferred costs and other assets             569,067      525,024
                                           ------------  -----------
            Total assets                    $17,865,670  $17,949,362
                                           ============  ===========

    Liabilities and Partners' (Deficit)
     Equity:
    Mortgages and other indebtedness        $16,010,090  $15,937,404
    Accounts payable, accrued expenses,
     intangibles, and deferred revenue          827,826      748,245
    Other liabilities                           967,981      961,284
                                           ------------  -----------
            Total liabilities                17,805,897   17,646,933

    Preferred units                              67,450       67,450
    Partners' (deficit) equity                   (7,677)     234,979
                                           ------------  -----------
            Total liabilities and partners'
             (deficit) equity               $17,865,670  $17,949,362
                                           ============  ===========

    Our Share of:
    Partners' equity                        $   156,981  $   146,578
    Add: Excess Investment(A)                   729,143      757,672
                                           ------------  -----------
    Our net Investment in Joint Ventures    $   886,124  $   904,250
                                           ============  ===========



                  Simon Property Group, Inc. and Subsidiaries
                  Footnotes to Unaudited Financial Statements
                  -------------------------------------------

    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 Property Group, Inc. and Subsidiaries
               Unaudited Reconciliation of Non-GAAP Financial Measures (1)
                   (Amounts in thousands, except per share amounts)
               ----------------------------------------------------------

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

                         For the Three Months Ended  For the Nine Months Ended
                                 September 30,              September 30,
                             2011            2010      2011             2010
                           --------     --------    ----------    ----------

    Consolidated Net
     Income (2)(3)(4)(5)    333,781      280,532       803,969       486,438
    Adjustments to
     Consolidated Net
     Income to Arrive at
     FFO:
       Depreciation and
        amortization from
        consolidated
        properties          257,172      239,828       777,489       695,982
       Simon's share of
        depreciation and
        amortization from
        unconsolidated
        entities             98,601       97,788       286,358       290,517
       Gain upon
        acquisition of
        controlling
        interest, and on
        sale or disposal
        of assets and
        interests in
        unconsolidated
        entities, net       (78,307)    (294,283)      (92,072)     (320,349)
       Net income
        attributable to
        noncontrolling
        interest holders
        in properties       (1,829)       (2,119)       (5,879)       (7,342)
       Noncontrolling
        interests portion
        of depreciation
        and amortization     (1,870)      (1,911)       (6,080)       (5,888)
       Preferred
        distributions and
        dividends            (1,313)      (1,313)       (3,939)       (7,616)
                           --------     --------    ----------    ----------
    FFO of the Operating
     Partnership           $606,235     $318,522    $1,759,846    $1,131,742
       Loss on
       extinguishment
       of debt                    -      185,063             -       350,688
                           --------     --------    ----------    ----------
    FFO as adjusted of
     the Operating
     Partnership           $606,235     $503,585    $1,759,846    $1,482,430
                           ========     ========    ==========    ==========

    Diluted net income
     per share to
     diluted FFO per
     share reconciliation:
    Diluted net income
     per share               $0.93         $0.79         $2.24         $1.35
       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      1.00          0.95          2.99          2.81
       Gain upon
        acquisition of
        controlling
        interest, and on
        sale or disposal
        of assets and
        interests in
        unconsolidated
        entities, net        (0.22)        (0.84)        (0.26)        (0.92)
       Impact of
        additional
        dilutive
        securities for
        FFO per share            -             -             -         (0.01)
                          --------      --------    ----------    ----------
    Diluted FFO
     per share            $   1.71      $   0.90    $     4.97    $     3.23
       Loss on
        debt
        extinguishment           -          0.53             -          1.00
                          --------      --------    ----------    ----------
    Diluted FFO
     as adjusted
     per share            $   1.71      $   1.43    $     4.97    $     4.23
                          ========      ========    ==========    ==========


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

    FFO of the Operating
     Partnership          $606,235      $318,522    $1,759,846    $1,131,742

    Adjustments for
     dilution
     calculation:
    Impact of preferred
     stock and preferred
     unit conversions
     and option
     exercises (6)               -               -         -           3,676

    Diluted FFO of the
     Operating
     Partnership           606,235       318,522     1,759,846     1,135,418
    Diluted FFO
     allocable to
     unitholders          (103,971)      (53,505)     (300,458)     (188,608)
                          --------      --------    ----------    ----------
    Diluted FFO
     allocable to
     common
     stockholders         $502,264      $265,017    $1,459,388    $  946,810
                          ========      ========    ==========    ==========

    Basic weighted
     average shares
     outstanding           293,736       292,830       293,397       290,451
    Adjustments for
     dilution
     calculation:
       Effect of
        stock options           22           259            88           288
       Impact of
        Series I
        preferred
        unit conversion          -             -             -           318
       Impact of
        Series I
        preferred
        stock conversion         -             -             -         2,339


    Diluted weighted
     average shares
     outstanding           293,758       293,089       293,485       293,396
    Weighted average
     limited
     partnership
     units outstanding      60,809        59,173        60,423        58,446


    Diluted weighted
     average shares
     and units
     outstanding           354,567       352,262       353,908       351,842
                          ========      ========    ==========    ==========

    Basic FFO
     per Share            $   1.71      $   0.90    $     4.97    $     3.24
       Percent Change         90.0%                       53.4%
    Diluted FFO
     per Share            $   1.71      $   0.90    $     4.97    $     3.23
       Percent Change         90.0%                       53.9%
    Diluted FFO as
     adjusted per share   $   1.71      $   1.43    $     4.97    $     4.23
       Percent Change         19.6%                       17.5%




                    Simon Property Group, Inc. and Subsidiaries
       Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures

    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 $0.1 million
         and $1.0 million for the three months ended September 30, 2011 and
         2010, respectively, and $4.5 million and $4.1 million for the nine
         months ended September 30, 2011 and 2010, respectively.

    (3)  Includes the Company's share of straight-line adjustments to minimum
         rent of $10.8 million and $9.7 million for the three months ended
         September 30, 2011 and 2010, respectively, and $26.2 million and
         $23.8 million for the nine months ended September 30, 2011 and 2010,
         respectively.

    (4)  Includes the Company's share of the amortization of fair market value
         of leases from acquisitions of $6.0 million and $5.0 million for the
         three months ended September 30, 2011 and 2010, respectively, and
         $17.7 million and $14.8 million for the nine months ended September
         30, 2011 and 2010, respectively.

    (5)  Includes the Company's share of debt premium amortization of $2.3
         million and $3.0 million for the three months ended September 30,
         2011 and 2010, respectively, and $7.0 million and $9.4 million for
         the nine months ended September 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.