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Simon Property Group Announces Second Quarter Results and Quarterly Dividends

INDIANAPOLIS, July 28 /PRNewswire-FirstCall/ -- Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today announced results for the quarter ended June 30, 2008:

-- Funds from operations ("FFO") for the quarter increased 14.7% to $427.9 million from $373.0 million in the second quarter of 2007. On a diluted per share basis the increase was 13.7% to $1.49 from $1.31 in 2007. FFO for the six months increased 10.8% to $847.9 million from $765.4 million in 2007. On a diluted per share basis the increase was 10.1% to $2.95 from $2.68 in 2007.

The Company incurred an extinguishment charge of $20.3 million during the quarter related to the repayment of debt, as further described in the Capital Markets section below. Excluding the impact of this one-time charge, diluted FFO per share increased 19.1% for the quarter to $1.56 and 12.7% for the six months to $3.02.

-- Net income available to common stockholders for the quarter increased 27.9% to $76.6 million from $59.9 million in the second quarter of 2007. On a diluted per share basis the increase was 25.9% to $0.34 from $0.27 in 2007. Net income available to common stockholders for the six months increased 3.9% to $164.5 million from $158.3 million in 2007. On a diluted per share basis the increase was 2.8% to $0.73 from $0.71 in 2007.

Excluding the impact of the extinguishment charge, diluted net income available to common stockholders per share increased 51.9% for the quarter to $0.41 and 12.7% for the six months to $0.80.


    U.S. Portfolio Statistics(1)

                              As of          As of
                          June 30, 2008  June 30, 2007         Change
    Occupancy
    Regional Malls(2)        91.8%           92.0%     20 basis point decrease
    Premium Outlet
     Centers(R) (3)          98.3%           99.4%    110 basis point decrease
    Community/Lifestyle
     Centers(3)              93.2%           92.9%     30 basis point increase

    Comparable Sales per
     Sq. Ft.
    Regional Malls(4)        $494            $489            1.0% increase
    Premium Outlet
     Centers(3)              $519            $492            5.5% increase

    Average Rent per Sq. Ft.
    Regional Malls(2)      $38.81          $36.51            6.3% increase
    Premium Outlet
     Centers(3)            $26.66          $25.11            6.2% increase
    Community/Lifestyle
     Centers(3)            $12.68          $12.03            5.4% increase


    (1)  Statistics do not include the Mills portfolio of assets.
    (2)  For mall stores.
    (3)  For all owned gross leasable area (GLA).
    (4)  For mall stores with less than 10,000 square feet.


    Dividends

Today the Company announced a quarterly common stock dividend of $0.90 per share. This dividend will be paid on August 29, 2008 to stockholders of record on August 15, 2008.

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

-- 6% Series I Convertible Perpetual Preferred (NYSE: SPGPrI) dividend of $0.75 per share is payable on August 29, 2008 to stockholders of record on August 15, 2008.

-- 8 3/8% Series J Cumulative Redeemable Preferred (NYSE: SPGPrJ) dividend of $1.046875 per share is payable on September 30, 2008 to stockholders of record on September 16, 2008.

Capital Markets

On May 13th, the Company announced the sale of $1.5 billion of senior notes by its majority-owned partnership subsidiary, Simon Property Group, L.P. The offering consisted of $700 million of 5.300% notes due 2013 and $800 million of 6.125% notes due 2018. Each tranche of notes was priced to yield 235 basis points above its respective Treasury benchmark. The offering closed on May 19, 2008. Net proceeds from the offering were used to reduce the outstanding balance of the Company's corporate credit facility and for general corporate purposes.

On June 16th, the Operating Partnership completed the redemption of $200 million of 7% MandatOry Par Put Remarketed Securities (MOPPRS). The redemption was accounted for as an extinguishment, and resulted in a second quarter charge of approximately $20.3 million. The extinguishment charge was a function of the remarketing reset base rate of the MOPPRS being higher than the current base rate for the 30-year U.S. Treasury.

U.S. New Development and Redevelopment Activity

The Company opened two new development projects during the second quarter of 2008:

-- On May 1st, the Company announced the opening of Pier Park, a 900,000 square-foot, open-air lifestyle center in Panama City Beach, Florida. Pier Park is anchored by Dillard's, Target, JCPenney, Borders, Old Navy, Ron Jon Surf Shop, The Grand 16 Theatres and Jimmy Buffett's Margaritaville. Small shop fashion retailers include Aeropostale, American Eagle Outfitters, Cache, Chico's, Coldwater Creek, Hollister Co., New York & Company and Victoria's Secret. Restaurant options include Back Porch Seafood House, Hofbrau Beer Garden, Tootsies Orchid Lounge and Reggae J's Island Grill. The Company owns 100% of this property, which is currently 95% leased.

-- On May 2nd, the Company opened Hamilton Town Center, a 950,000 square foot open-air retail center in Noblesville, Indiana. Hamilton Town Center is anchored by Bed Bath & Beyond, Borders, Dick's Sporting Goods, DSW, JCPenney, Stein Mart, Ulta and a 16-screen theater. Small shop fashion retailers include Aeropostale, American Eagle Outfitters, The Buckle, Cache, Coldwater Creek, JoS. A. Bank and Victoria's Secret. Restaurant offerings at the center include Houlihan's, Mo's Irish Pub, Paradise Bakery, Noodles & Company and Stone Creek Dining Company. The Company owns a 50% interest in this property, which is currently 79% leased.

The Company started construction on two additional projects during the quarter:

-- A 600,000 square foot Phase II expansion of The Domain in Austin, Texas. The expansion will include Dillard's, a Village Road Show theater, Dick's Sporting Goods, 136,000 square feet of small shops and restaurants, 78,000 square feet of office space and 411 residential units. Restaurant offerings at Domain II will include Maggiano's and BJ's Restaurant and Brewhouse. The Company owns 100% of this project, slated for an opening in November of 2009.

A Westin hotel will also break ground at The Domain this summer, adding 340 guest rooms, conference facilities and a ballroom to this first-class mixed-use project. It is anticipated that the Company will own a 50% interest in this project.

-- Cincinnati Premium Outlets, a 400,000 square foot upscale manufacturers' outlet center serving the greater Cincinnati market. The center will be located on a 117-acre site in Monroe, north of Cincinnati, off Interstate 75 at exit 29. It will comprise 120 outlet stores featuring high- quality designer and name brands similar in mix to other Premium Outlet Centers in the Company's portfolio, including Saks Fifth Avenue Off 5th. The Company owns 100% of this project, which is scheduled to open in summer 2009.

The Company also continues construction on Jersey Shore Premium Outlets, a 435,000 square foot upscale manufacturers' outlet center in Tinton Falls, New Jersey. The center is 100% owned by Simon and is scheduled to open on November 13, 2008.

Several redevelopment and expansion projects are under construction. Significant projects with opening dates scheduled in 2008:

-- Anderson Mall in Anderson, South Carolina - Addition of Dillard's

-- The Fashion Mall at Keystone in Indianapolis, Indiana - Addition of Nordstrom

-- Northshore Mall in Peabody (Boston), Massachusetts - Addition of Nordstrom (opening in 2009), small shops and restaurants including P.F. Chang's

-- Orlando Premium Outlets in Orlando, Florida - 114,000 square foot expansion and the addition of a four-level parking garage

-- Ross Park Mall in Pittsburgh, Pennsylvania - Addition of Nordstrom, L.L. Bean and small shops

-- Tacoma Mall in Tacoma (Seattle), Washington - Relocation of Nordstrom and lifestyle addition with small shops and restaurants

-- University Park Mall in Mishawaka (South Bend), Indiana - Demolition of former Marshall Field's building and replacement with lifestyle addition including Barnes & Noble (opening in 2009).

International Activity

The Company's first shopping center in China, Changshu IN CITY Plaza, opened on June 5th. The center is anchored by a Wal-Mart Supercenter, which is expected to open in early August. IN CITY Plaza's 150 small shop tenants include C&A, Mango, Forever 21, Watsons, Sephora, Vera Moda, ONLY, Jack & Jones, Basic House, Mind Bridge, Esprit, Bench Body and Promod.

The 20 plus restaurant and entertainment offerings at IN CITY Plaza include, Gino's Cafe, Bull Fighter, Costa, Ajisen Ramen, Dino's World, Daimei Hotpot, Papa Johns, KFC, Yagada BBQ and local favorite Xiangeli. IN CITY Plaza is 98% leased and was developed by GMI Retail Management Company, a joint venture of Simon, Morgan Stanley Real Estate Fund and SZITIC Commercial Property Co., Ltd. Simon owns a 32.5% interest in the project.

New international development projects under construction include:

-- Argine (Naples, Italy) - a 300,000 square foot shopping center scheduled to open in March of 2009. Simon owns a 24% interest in this project.

-- Catania (Sicily, Italy) - a 642,000 square foot shopping center scheduled to open in June of 2010. Simon owns a 24% interest in this project.

-- Sendai Izumi Premium Outlets - a 172,000 square foot upscale outlet center in Sendai, Japan. The center is scheduled to open in October of 2008. Simon owns a 40% interest in this project, its seventh Premium Outlet Center in Japan.

-- Four projects in China located in Hangzhou, Hefei, Suzhou, and Zhengzhou. The centers range in size from 300,000 to 750,000 square feet, will be anchored by Wal-Mart, and are scheduled to open in 2009. Simon owns a 32.5% interest in each of these projects.

2008 Guidance

The Company currently estimates that diluted FFO will be within a range of $6.38 to $6.45 per share for the year ending December 31, 2008, and diluted net income will be within a range of $2.01 to $2.08 per share. These estimates include the impact of the second quarter extinguishment charge of $0.07 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, 2008
                                                           Low     High
                                                           End      End

    Estimated diluted net income available to common
     stockholders per share                              $2.01    $2.08

    Depreciation and amortization including our share
     of joint ventures                                    4.50     4.50

    Impact of additional dilutive securities             (0.13)   (0.13)

    Estimated diluted FFO per share                      $6.38    $6.45


    Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations 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 Daylight Time today, July 28, 2008. 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.

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

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, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

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").

About Simon

Simon Property Group, Inc. is an S&P 500 company and the largest public U.S. real estate company. Simon is a fully integrated real estate company which operates from five retail real estate platforms: regional malls, Premium Outlet Centers(R), The Mills(R), community/lifestyle centers and international properties. It currently owns or has an interest in 383 properties comprising 261 million square feet of gross leasable area in North America, Europe and Asia. The Company is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG. For further information, visit the Company's website at www.simon.com .



                                    SIMON
                    Consolidated Statements of Operations
                                  Unaudited
                                (In thousands)

                          For the Three Months Ended  For the Six Months Ended
                                    June 30,                  June 30,
                                2008        2007         2008         2007
    REVENUE:
    Minimum rent              $566,199    $522,086   $1,116,881   $1,032,951
    Overage rent                17,836      18,634       34,487       36,526
    Tenant reimbursements      259,803     237,984      510,051      468,597
    Management fees and other
     revenues                   34,879      17,542       67,899       38,417
    Other income                44,230      59,686       88,927      131,582
       Total revenue           922,947     855,932    1,818,245    1,708,073

    EXPENSES:
    Property operating         111,911     112,122      224,672      221,349
    Depreciation and
     amortization              236,617     230,611      464,660      445,882
    Real estate taxes           85,450      79,063      169,970      158,245
    Repairs and maintenance     25,845      28,744       54,866       57,751
    Advertising and promotion   21,739      20,410       41,112       39,294
    Provision for credit losses  6,781       1,424       13,363        1,966
    Home and regional office
     costs                      34,844      29,270       74,444       62,969
    General and administrative   5,095       6,119       10,397       10,018
    Other                       15,259      14,618       33,397       28,082
       Total operating
        expenses               543,541     522,381    1,086,881    1,025,556

    OPERATING INCOME           379,406     333,551      731,364      682,517

    Interest expense          (232,335)   (243,654)    (462,252)    (466,132)
    Loss on extinguishment
     of debt                   (20,330)          -      (20,330)           -
    Minority interest in
     income of consolidated
     entities                   (3,060)     (3,136)      (5,344)      (6,046)
    Income tax benefit
     (expense) of taxable
     REIT subsidiaries            (627)        528         (604)        (757)
    (Loss)/income from
     unconsolidated entities   (11,393)      7,459       (4,252)      29,232
    Gain on sale of interest
     in unconsolidated entity        -         500            -          500
    Limited partners' interest
     in the Operating
     Partnership               (19,516)    (15,448)     (42,249)     (41,326)
    Preferred distributions
     of the Operating
     Partnership                (4,228)     (5,597)      (9,132)     (10,836)

    Income from continuing
     operations                 87,917      74,203      187,201      187,152

    Discontinued operations,
     net of Limited Partners'
     interest                        -          17            -         (145)

    NET INCOME                  87,917      74,220      187,201      187,007

    Preferred dividends        (11,345)    (14,303)     (22,696)     (28,709)


    NET INCOME AVAILABLE TO
     COMMON STOCKHOLDERS       $76,572     $59,917     $164,505     $158,298



                                    SIMON
                                Per Share Data
                                  Unaudited

                                             For the Three    For the Six
                                             Months Ended     Months Ended
                                               June 30,          June 30,
                                            2008     2007     2008     2007

    Basic Earnings Per Common Share:

       Income from continuing operations     $0.34    $0.27    $0.73    $0.71

       Discontinued operations                 -        -        -        -

       Net income available to common
        stockholders                         $0.34    $0.27    $0.73    $0.71

         Percentage Change                    25.9%              2.8%

    Diluted Earnings Per Common Share:

       Income from continuing operations     $0.34    $0.27    $0.73    $0.71

       Discontinued operations                 -        -        -        -

       Net income available to common
        stockholders                         $0.34    $0.27    $0.73    $0.71

         Percentage Change                    25.9%              2.8%



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

                                                 June 30,        December 31,
                                                   2008              2007
    ASSETS:
     Investment properties, at cost            $24,807,528       $24,415,025
       Less - accumulated depreciation           5,716,139         5,312,095
                                                19,091,389        19,102,930
     Cash and cash equivalents                     503,879           501,982
     Tenant receivables and accrued
      revenue, net                                 357,118           447,224
     Investment in unconsolidated
      entities, at equity                        1,848,730         1,886,891
     Deferred costs and other assets             1,334,645         1,118,635
     Note receivable from related party            534,000           548,000
       Total assets                            $23,669,761       $23,605,662

    LIABILITIES:
     Mortgages and other indebtedness          $17,693,774       $17,218,674
     Accounts payable, accrued expenses,
      intangibles, and deferred revenues         1,127,780         1,251,044
     Cash distributions and losses in
      partnerships and joint ventures, at
      equity                                       370,654           352,798
     Other liabilities, minority interest
      and accrued dividends                        188,288           180,644
       Total liabilities                        19,380,496        19,003,160

    COMMITMENTS AND CONTINGENCIES

    LIMITED PARTNERS' INTEREST IN THE
     OPERATING PARTNERSHIP                         671,216           731,406

    LIMITED PARTNERS' PREFERRED INTEREST
     IN THE OPERATING PARTNERSHIP                  235,705           307,713

    STOCKHOLDERS' EQUITY

     CAPITAL STOCK OF SIMON PROPERTY
      GROUP, INC. (750,000,000 total
      shares authorized, $.0001 par
      value, 237,996,000 shares of
      excess common stock):

      All series of preferred stock,
       100,000,000 shares authorized,
       14,806,671 and 14,801,884 issued
       and outstanding, respectively,
       and with liquidation values of
       $740,334 and $740,094, respectively         746,683           746,608

      Common stock, $.0001 par value,
       400,000,000 shares authorized,
       229,410,283 and 227,719,614
       issued and outstanding, respectively             24                23

      Class B common stock, $.0001 par
       value, 12,000,000 shares
       authorized, 8,000 issued and
       outstanding                                     -                 -

      Class C common stock, $.0001 par
       value, 4,000 shares authorized,
       issued and outstanding                          -                 -

     Capital in excess of par value              5,111,006         5,067,718
     Accumulated deficit                        (2,294,230)       (2,055,447)
     Accumulated other comprehensive
      income                                         5,071            18,087
     Common stock held in treasury at
      cost, 4,379,396 and 4,697,332
      shares, respectively                        (186,210)         (213,606)
       Total stockholders' equity                3,382,344         3,563,383

       Total liabilities and stockholders'
        equity                                 $23,669,761       $23,605,662



                                    SIMON
                    Joint Venture Statements of Operations
                                  Unaudited
                                (In thousands)

                       For the Three Months Ended    For the Six Months Ended
                                June 30,                     June 30,
                           2008          2007          2008            2007
    Revenue:
     Minimum rent        $478,418      $447,346      $948,481        $717,275
     Overage rent          26,813        20,323        45,529          37,591
     Tenant
      reimbursements      244,593       220,429       473,338         352,250
     Other income          37,427        47,299        83,518          88,866
      Total revenue       787,251       735,397     1,550,866       1,195,982

    Operating Expenses:
     Property
      operating           163,813       154,677       316,737         241,602
     Depreciation and
      amortization        207,770       157,053       379,469         239,831
     Real estate taxes     66,629        66,365       132,373         100,916
     Repairs and
      maintenance          30,165        30,139        60,503          53,019
     Advertising and
      promotion            14,826        15,340        29,122          23,040
     Provision for
      credit losses         2,795         6,712         7,828           6,723
     Other                 47,628        42,651        85,605          68,359
      Total operating
       expenses           533,626       472,937     1,011,637         733,490
    Operating Income      253,625       262,460       539,229         462,492

    Interest expense     (234,837)     (238,349)     (483,710)       (345,505)
    Loss from
     unconsolidated
     entities              (4,150)           (3)       (4,129)            (87)
    Loss on sale of
     assets                   -             -             -            (4,759)
    Income from
     Continuing
     Operations            14,638        24,108        51,390         112,141
    Income (loss)
     from consolidated
     joint venture
     interests (A)            -             (47)          -             2,590
    Income from
     discontinued
     joint venture
     interests (B)            -             159            47             176
    Gain on disposal
     or sale of
     discontinued
     operations, net          -              19           -                19
    Net Income            $14,638       $24,239       $51,437        $114,926
    Third-Party
     Investors' Share
     of Net Income        $14,906        $6,027       $33,557         $60,672
    Our Share of Net
     (Loss)/Income           (268)       18,212        17,880          54,254
    Amortization of
     Excess Investment    (11,125)      (10,753)      (22,132)        (25,022)
    Income (Loss)
     from Unconsolidated
     Entities, Net       ($11,393)       $7,459       ($4,252)        $29,232



                                    SIMON
                         Joint Venture Balance Sheets
                                  Unaudited
                                (In thousands)

                                                 June 30,         December 31,
                                                   2008               2007
    Assets:
    Investment properties, at cost             $21,282,389        $21,009,416
    Less - accumulated depreciation              3,537,869          3,217,446
                                                17,744,520         17,791,970

    Cash and cash equivalents                      727,198            747,575
    Tenant receivables and accrued
     revenue, net                                  361,619            435,093
    Investment in unconsolidated
     entities, at equity                           240,324            258,633
    Deferred costs and other assets                744,524            713,180
      Total assets                             $19,818,185        $19,946,451

    Liabilities and Partners' Equity:
    Mortgages and other indebtedness           $16,421,345        $16,507,076
    Accounts payable, accrued expenses,
     intangibles and deferred revenue            1,085,200            972,699
    Other liabilities                              818,125            825,279
      Total liabilities                         18,324,670         18,305,054
    Preferred units                                 67,450             67,450
    Partners' equity                             1,426,065          1,573,947
      Total liabilities and partners' equity   $19,818,185        $19,946,451

    Our Share of:
    Total assets                                $8,144,184         $8,040,987
    Partners' equity                              $741,032           $776,857
    Add:  Excess Investment (C)                    737,044            757,236
    Our net Investment in Joint Ventures        $1,478,076         $1,534,093
    Mortgages and other indebtedness            $6,541,944         $6,568,403



                                    SIMON
                      Footnotes to Financial Statements
                                  Unaudited

    Notes:

(A) Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and, as a result, gains control of the joint venture. These interests have been separated from operational interests to present comparative results of operations.

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


    (C) Excess investment represents the unamortized difference of the
Company's investment over equity in the underlying net assets of the
partnerships and joint ventures. The Company generally amortizes excess
investment over the life of the related properties, typically no greater than
40 years, and the amortization is included in income from unconsolidated
entities.



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

                                          For the Three      For the Six
                                          Months Ended       Months Ended
                                            June 30,            June 30,
                                         2008      2007      2008      2007


    Net Income(2)(3)(4)(5)              $87,917   $74,220  $187,201  $187,007

    Adjustments to Net Income to
     Arrive at FFO:

       Limited partners' interest in
        the Operating Partnership and
        preferred distributions of the
        Operating Partnership            23,744    21,045    51,381    52,162

       Limited partners' interest in
        discontinued operations               -         3         -       (38)

       Depreciation and amortization
        from consolidated properties
        and discontinued operations     232,449   226,853   457,505   439,341

       Simon's share of depreciation
        and amortization from
        unconsolidated entities         101,487    75,969   188,115   131,300

       Gain on sales of assets and
        interests in unconsolidated
        entities, net of limited
        partners' interest                    -    (2,880)        -      (500)

       Minority interest portion of
        depreciation and amortization    (2,169)   (2,276)   (4,467)   (4,293)

       Preferred distributions and
        dividends                       (15,573)  (19,900)  (31,828)  (39,545)

    FFO of the Operating Partnership   $427,855  $373,034  $847,907  $765,434

    Per Share Reconciliation:

    Diluted net income available to
     common stockholders per share        $0.34     $0.27     $0.73     $0.71

    Adjustments to net income to
     arrive at FFO:

       Depreciation and amortization
        from consolidated properties
        and Simon's share of
        depreciation and amortization
        from unconsolidated entities,
        net of minority interest
        portion of depreciation and
        amortization                       1.18      1.07      2.28      2.01

       Gain on sales of assets and
        interests in unconsolidated
        entities, net of limited
        partners' interest                  -       (0.01)      -         -

       Impact of additional dilutive
        securities for FFO per share      (0.03)    (0.02)    (0.06)    (0.04)

    Diluted FFO per share                 $1.49     $1.31     $2.95     $2.68



    Details for per share
     calculations:

    FFO of the Operating Partnership   $427,855  $373,034  $847,907  $765,434

    Adjustments for dilution
     calculation:
    Impact of preferred stock and
     preferred unit conversions and
     option exercises (6)                11,726    13,072    24,115    25,888
    Diluted FFO of the Operating
     Partnership                        439,581   386,106   872,022   791,322

    Diluted FFO allocable to
     unitholders                        (85,379)  (75,568) (169,983) (155,615)
    Diluted FFO allocable to common
     stockholders                      $354,202  $310,538  $702,039  $635,707

    Basic weighted average shares
     outstanding                        224,983   223,399   224,219   222,936
    Adjustments for dilution
     calculation:
       Effect of stock options              589       837       605       847
       Impact of Series C preferred
        unit conversion                      76       135        76       160
       Impact of Series I preferred
        unit conversion                   1,327     2,419     1,786     2,559
       Impact of Series I preferred
        stock conversion                 11,155    11,073    11,140    11,038

    Diluted weighted average shares
     outstanding                        238,130   237,863   237,826   237,540

    Weighted average limited
     partnership units outstanding       57,400    57,883    57,585    58,148

    Diluted weighted average shares
     and units outstanding              295,530   295,746   295,411   295,688

    Basic FFO per share                   $1.52     $1.33     $3.01     $2.72
        Percent Increase                   14.3%               10.7%

    Diluted FFO per share                 $1.49     $1.31     $2.95     $2.68
        Percent Increase                   13.7%               10.1%



                                    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.

The Company determines FFO in accordance with the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT"). 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 $6.4 million and $3.7 million for the three months ended June 30, 2008 and 2007, respectively and $7.6 million and $11.3 million for the six months ended June 30, 2008 and 2007, respectively.

(3) Includes the Company's share of straight-line adjustments to minimum rent of $13.3 million and $5.6 million for the three months ended June 30, 2008 and 2007, respectively and $21.5 million and $10.7 million for the six months ended June 30, 2008 and 2007, respectively.

(4) Includes the Company's share of the fair market value of leases from acquisitions of $13.7 million and $12.3 million for the three ended June 30, 2008 and 2007, respectively and $27.4 million and $26.2 million for the six months ended June 30, 2008 and 2007, respectively.

(5) Includes the Company's share of debt premium amortization of $5.3 million and $15.0 million for the three months ended June 30, 2008 and 2007, respectively and $10.2 million and $22.0 million for the six months ended June 30, 2008 and 2007, respectively.

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

SOURCE Simon Property Group, Inc.

/CONTACT: Investors: Shelly Doran, +1-317-685-7330, or Media: Les Morris, +1-317-263-7711, both of Simon Property Group, Inc./

/Web site: http://www.simon.com/