SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 28, 2006

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  317.636.1600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o              Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o              Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o              Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 2.02.   Results of Operation and Financial Condition

On April 28, 2006, Simon Property Group, Inc. (the “Registrant”) issued a press release containing information on earnings for the quarter ended March 31, 2006 and other matters. A copy of the press release is attached hereto as Exhibit 99.1 and the information in the press release is incorporated by reference into this report.

The press release and Supplemental Information package attached as Exhibit 99.2 use the non-GAAP financial measure of Funds from Operations (“FFO”). The Supplemental Information package also uses the non-GAAP measure of Net Operating Income (“NOI”). The Registrant considers FFO and NOI key measures of its operating performance that are not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Registrant believes that FFO and NOI are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide relevant bases for comparison among REITs. The Registrant also uses FFO and NOI internally to measure the operating performance of its portfolio. Reconciliations of net income to FFO on an estimated and historical basis are provided on page 16 furnished herewith in Exhibit 99.1. Reconciliations of net income to NOI on an estimated and historical basis are provided on page 26 furnished herewith in Exhibit 99.2.

Item 7.01.   Regulation FD Disclosure

On April 28, 2006, the Registrant made available additional ownership and operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of March 31, 2006, in the form of a Supplemental Information package, a copy of which is attached as Exhibit 99.2. The Supplemental Information package is also available upon request as specified therein.

The Registrant is furnishing the information contained herein, including Exhibit 99.2, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (“SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01.   Other Events

The Registrant is also reporting the press release attached as Exhibit 99.1 pursuant to Item 8.01 of Form 8-K and, accordingly, the information will be deemed to be “filed” with the SEC and incorporated by reference into the Registrant’s other filings with the SEC.

Item 9.01.   Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 28, 2006

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SIMON PROPERTY GROUP

Table of Contents

As of March 31, 2006

4

Exhibit 99.1

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES STRONG FIRST QUARTER RESULTS

Indianapolis, Indiana—April 28, 2006...Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE:SPG) today announced results for the quarter ended March 31, 2006:

·       Funds from operations (“FFO”) of the Simon portfolio increased 12.3% to $358.9 million from $319.6 million in the first quarter of 2005. On a diluted per share basis the increase was 12.5% to $1.26 from $1.12 in 2005.

·       Net income available to common stockholders increased 82.1% to $104.0 million from $57.1 million in the first quarter of 2005. On a diluted per share basis the increase was 80.8% to $0.47 from $0.26 in 2005.

The Company’s domestic business platforms continue to demonstrate strength:

(1)          For mall and freestanding stores.

(2)          For all owned gross leasable area (GLA).

(3)          For mall and freestanding stores with less than 10,000 square feet.

“The successful execution of our business plan once again delivered solid results for our stockholders during the quarter, as demonstrated by strong growth in FFO and healthy operational performance,” said David Simon, Chief Executive Officer. “Two recent rating agency actions serve as additional validation of the success of our strategy—on March 31st, our corporate and senior unsecured debt rating was upgraded to A- by Standard and Poor’s and earlier this week, Moody’s changed its outlook for SPG’s debt to positive from stable at the Baa1 rating level.”

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Dividends

Today the Company announced a quarterly common stock dividend of $0.76 per share. This dividend will be paid on May 31, 2006 to stockholders of record on May 17, 2006.

The Company also declared dividends on its four outstanding issues of preferred stock:

·       8.75% Series F Cumulative Redeemable Preferred (NYSE:SPGPrF) dividend of $0.546875 per share is payable on June 30, 2006 to stockholders of record on June 16, 2006.

·       7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on June 30, 2006 to stockholders of record on June 16, 2006.

·       6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on May 31, 2006 to stockholders of record on May 17, 2006.

·       8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on June 30, 2006 to stockholders of record on June 16, 2006.

U.S. Development Activity

The Company continues construction on:

·       Coconut Point—a 1.2 million square foot open-air shopping complex with village and community center components in Estero/Bonita Springs (Naples-Fort Myers corridor), Florida. The initial tenants in the community center component opened earlier this month and the remainder of the project is scheduled to open in November 2006.

·       Round Rock Premium Outlets—a 433,000 square foot upscale outlet center in Round Rock (Austin), Texas. The project is scheduled to open in August 2006.

·       Rio Grande Valley Premium Outlets—a 404,000 square foot upscale outlet center in Mercedes, Texas. The project is scheduled to open in November 2006.

·       The Village at SouthPark—a mixed-use project comprised of residential and retail components located adjacent to Simon’s highly successful SouthPark in Charlotte, North Carolina. Crate & Barrel is scheduled to open in November of 2006, followed by other retail in March of 2007 and the residential component in May 2007.

·       The Domain—a 700,000 square foot open-air center in Austin, Texas, anchored by Neiman Marcus and Macy’s which also includes office and residential components. The Domain is scheduled to open in March 2007.

·       The Shops at Arbor Walk—a 460,000 square foot community center in Austin, Texas. The project is scheduled to open in March 2007.

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Anchor Additions and Expansions

To upgrade and enhance the quality of our assets, we have invested more than $700 million during the past three years in redevelopment activities. This pace continues into 2006 with several projects underway, the most significant of which include:

·       SouthPark in Charlotte, North Carolina—In September 2006, Neiman Marcus will open with additional small shops.

·       Smith Haven Mall in Lake Grove (Long Island), New York—A mall renovation and the addition of a lifestyle component will be completed in June 2007.

·       Lenox Square in Atlanta, Georgia—An expansion of Neiman Marcus and the addition of small shops will open in October 2007.

·       Lifestyle additions are under construction at Edison Mall in Fort Myers, Florida (opening in June 2006) and Northgate Mall in Seattle, Washington (opening in June 2007).

Recently completed projects include:

·       Barneys New York opened its first flagship store in over 11 years at Copley Place in Boston, Massachusetts on March 10th.

·       A phase II expansion of Seattle Premium Outlets in Tulalip, Washington opened on April 1st.

Recent announcements have been made regarding new Nordstrom stores to be added at three Simon malls in the Boston, Massachusetts market and one in Pittsburgh, Pennsylvania, replacing former May Department stores.

International Activity

The Company’s assets in France and Poland are owned through an investment in a European joint venture. During the fourth quarter of 2005, Ivanhoe Cambridge Inc. (“Ivanhoe Cambridge”), a preeminent Canadian property owner, manager, developer and investor, acquired a 39.5% ownership interest in the venture that was previously held by another institutional investor. During the first quarter of 2006, Simon and Ivanhoe Cambridge executed a series of transactions to purchase the remaining ownership interests in the venture. Each now owns 50% of the venture, which was renamed Simon Ivanhoe B.V./S.a.r.l. The Company recognized a gain on these transactions of $34.4 million. The gain is included in net income, but does not impact FFO.

Two projects owned by Simon Ivanhoe are currently under construction—one in Poland and one in France. In addition, construction continues on five development projects in Italy, partially owned by Gallerie Commerciali Italia, the Italian joint venture in which the Company owns a 49% interest.

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Through its wholly-owned subsidiary, Chelsea Property Group L.P., the Company owns 40% of five Premium Outlet centers in Japan. A 90,000 square foot phase III expansion of Sano Premium Outlets opened on March 4, 2006 and construction is underway on a 53,000 square foot phase II expansion of Toki Premium Outlets, scheduled for completion in November 2006.

Kobe Sanda Premium Outlets will be the Company’s sixth Premium Outlet developed in Japan. The project is located in the Kobe/Osaka market, 22 miles north of downtown Kobe. Construction on the 185,000 square foot first phase is expected to commence in the fall of 2006 for a projected summer 2007 grand opening.

Construction commenced during the first quarter on the Company’s first project in South Korea. Yeoju Premium Outlets is a 253,000 square foot upscale outlet center that will serve the greater Seoul market. The center is expected to open in spring 2007.

2006 Guidance

Today the Company raised its guidance for 2006. The Company expects diluted FFO to be within a range of $5.25 to $5.33 per share for the year ending December 31, 2006, and diluted net income to be within a range of $1.76 to $1.84 per share.

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

For the year ending December 31, 2006

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations section), 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 1:30 p.m. Eastern Daylight Time today, April 28, 2006. 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 shortly after completion of the call.

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Supplemental Materials

The Company will publish a supplemental information package which will be available at www.simon.com in the Investor Relations section, Financial Information tab. It will also be 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.

Forward-Looking Statements

Estimates of future net income and FFO per share, and other statements regarding future developments and operations, are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often contain words such as “estimated,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to, international, national, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, pending litigation, maintenance of REIT status, changes in applicable laws, rules and regulations, changes in market rates of interest and fluctuations in exchange rates of foreign currencies. The reader is directed to the Company’s filings with the Securities and Exchange Commission for a discussion of these and other risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Funds from Operations (“FFO”)

The Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts (“REITs”) and provides a relevant basis for comparison among REITs. A reconciliation of GAAP reported net income to FFO is provided in the financial statement section of this press release.

About Simon

Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership, development and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle centers. The Company’s current total market capitalization is approximately $42 billion. Through its subsidiary partnership, it currently owns or has an interest in 285 properties in the United States containing an aggregate of 200 million square feet of gross leasable area in 39 states plus Puerto Rico. Simon also owns interests in 51 European shopping centers in France, Italy, and Poland; 5 Premium Outlet® centers in Japan; and one Premium Outlet® center in Mexico. Additional Simon Property Group information is available at www.simon.com.

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SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)

10

SIMON
Per Share Data
Unaudited

11

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

12

SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)

13

SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)

14

SIMON
Footnotes to Financial Statements
Unaudited

Notes:

(A)       Represents beneficial interest in earnings from Mall of America for the period from August 2004 through and including the first quarter of 2006 attributable to a transfer from a Simon family affiliate of certain cash flow distributions, capital transaction proceeds and related profits and losses.

(B)        Discontinued joint venture interests represent those partnership interests that have been sold.

(C)        On January 11, 2005, Metrocenter, a regional mall in Phoenix, Arizona was sold.

(D)       Excess investment represents the unamortized difference of the Company’s investment over equity in the underlying net assets of the partnerships and joint ventures acquired. 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.

15

SIMON
Reconciliation of Net Income to FFO (1)
Unaudited
(In thousands, except as noted)

16

SIMON
Footnotes to Reconciliation of Net Income to FFO
Unaudited

Notes:

(1)          The Company considers FFO a key measure of its operating performance that is not specifically defined by GAAP and believes that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and provides a relevant basis for comparison among REITs. The Company also uses this measure internally to measure the operating performance of the portfolio. The Company’s computation of FFO may not be comparable to FFO reported by other REITs.

As defined by NAREIT, FFO is 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 real estate, 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 change or resulting from the sale of depreciable 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 $6.6 million and $9.5 million for the three months ended March 31, 2006 and 2005, respectively.

(3)          Includes the Company’s share of straight-line adjustments to minimum rent of $3.8 million and $4.1 million for the three months ended March 31, 2006 and 2005, respectively.

(4)          Includes the Company’s share of the fair market value of leases from acquisitions of $17.4 million and $13.6 million for the three months ended March 31, 2006 and 2005.

(5)          Includes the Company’s share of debt premium amortization of $6.7 million and $8.1 million for the three months ended March 31, 2006 and 2005, respectively.

(6)          Includes dividends and distributions of Series I preferred stock and Series C and Series I preferred units.

17

Exhibit 99.2

SIMON PROPERTY GROUP

Overview

The Company

Simon Property Group, Inc. (the “Company” or “Simon Property”) (NYSE:SPG) is a self-administered and self-managed real estate investment trust (“REIT”). Simon Property Group, L.P. (the “Operating Partnership”) is a subsidiary partnership of the Company. The Company and the Operating Partnership (collectively, “Simon Group”) are engaged primarily in the ownership, development and management of retail real estate properties, primarily regional malls, Premium Outlet centers and community/lifestyle centers.

At March 31, 2006, the Company owned or had an interest in 286 properties in the United States containing an aggregate of 201 million square feet of gross leasable area (GLA) in 39 states plus Puerto Rico. The Company also holds interests in 51 European shopping centers in France, Italy and Poland; 5 Premium Outlet centers in Japan; and one Premium Outlet center in Mexico.

This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) balance sheet information as of March 31, 2006, for the Company and the Operating Partnership.

Certain statements contained in this Supplemental Package may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to, international, national, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, pending litigation, maintenance of REIT status, changes in applicable laws, rules and regulations, changes in market rates of interest and fluctuations in exchange rates of foreign currencies. The reader is directed to the Company’s various filings with the Securities and Exchange Commission for a discussion of such risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to:  Shelly J. Doran, Vice President of Investor Relations-Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: sdoran@simon.com

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Reporting Calendar

Results for the next three quarters will be announced according to the following approximate schedule:

Stock Information

Simon Property common stock and four issues of preferred stock are traded on the New York Stock Exchange under the following symbols:

Credit Ratings

(1)   On March 31, 2006, Standard & Poor’s upgraded its rating on Simon Group’s corporate and senior unsecured debt to A- from BBB+ and upgraded its rating on Simon Group’s preferred stock to BBB+ from BBB.

(2)   On September 28, 2005, Moody’s upgraded its rating on Simon Group’s senior unsecured debt to Baa1 from Baa2 and upgraded its rating on Simon Group’s preferred stock to Baa2 from Baa3.

On April 26, 2006, Moody’s changed its outlook on Simon Group’s senior unsecured debt and preferred stock to Positive from Stable.

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Simon Property Group Ownership Structure(1)
March 31, 2006

(1)          Schedule excludes preferred stock (see “Preferred Stock/Units Outstanding”) and units not convertible into common stock.

(2)          Consists of Melvin Simon, Herbert Simon, David Simon, and/or trusts established for the benefit of members of the Simon family and Melvin Simon & Associates, Inc.

(3)          Holders of Class B common stock are entitled to elect 4 of the 13 members of the Board of Directors and also have voting rights with common stock.

(4)          Consists of NID Corporation, directly or indirectly, members of the DeBartolo family, including Edward J. DeBartolo, Jr. and M. Denise DeBartolo York, or trusts established for the benefit of members of the DeBartolo family or entities in which the foregoing persons hold interests.

(5)          Holders of Class C common stock are entitled to elect 2 of the 13 members of the Board of Directors and also have voting rights with common stock.