Simon Property Group Announces Strong Third Quarter Results and Declares Quarterly Dividends

INDIANAPOLIS, Oct 27, 2005 /PRNewswire-FirstCall via COMTEX News Network/ -- Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today announced results for the quarter and nine months ended September 30, 2005:

* Diluted funds from operations ("FFO") of the Simon portfolio for the quarter increased 26.7% to $351.9 million from $277.7 million in 2004. On a per share basis the increase to $1.19 from $1.04 in the third quarter of 2004 was 14.4%. Diluted FFO of the Simon portfolio for the nine months increased 29.3% to $1.035 billion from $800.5 million in 2004. On a per share basis the increase was 15.9% to $3.49 per share from $3.01 per share in 2004.

* Net income available to common stockholders for the quarter was $74.4 million as compared to $74.1 million in 2004. On a diluted per share basis, earnings decreased 5.6% to $0.34 from $0.36 in the third quarter of 2004. Net income available to common stockholders for the nine months increased 48.1% to $286.2 million from $193.2 million in 2004. On a diluted per share basis the increase was 38.3% to $1.30 per share from $0.94 per share in 2004. The increase in net income for the nine months is primarily attributable to net gains on the sale of two Chicago office building complexes.

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.

The Company's core fundamentals continue to demonstrate strength as
evidenced by strong operating metrics within its three domestic business
platforms:


                                     As of         As of
                                 September 30, September 30,     Change
                                     2005          2004
     Occupancy
     Regional Malls(1)               92.6%         91.8%      80 basis point
                                                                 increase
     Premium Outlet(R) Centers(2)    99.6%         99.1%(3)   50 basis point
                                                                 increase
     Community/Lifestyle Centers(2)  91.3%         92.2%      90 basis point
                                                                 decrease

     Comparable Sales per Sq. Ft.
     Regional Malls(4)               $445          $421       5.7% increase
     Premium Outlet(R) Centers(2)    $436          $403(3)    8.2% increase
     Community/Lifestyle Centers(2)  $221          $213       3.8% increase

     Average Rent per Sq. Ft.
     Regional Malls(1)             $34.30        $33.07       3.7% increase
     Premium Outlet(R) Centers(2)  $22.99        $21.33(3)    7.8% increase
     Community/Lifestyle
      Centers(2)                   $11.23        $10.79       4.1% increase


     (1)  For mall and freestanding stores.
     (2)  For all owned gross leasable area (GLA).
     (3)  The Company acquired Chelsea Property Group on October 14, 2004.
     (4)  For mall and freestanding stores with less than 10,000 square feet.

"We are pleased to report another quarter of strong financial and operational results," said David Simon, Chief Executive Officer. "Our growth in FFO can be attributed to the productivity of our high quality portfolio, the 2004 acquisition of Chelsea Property Group, and the completion and opening of several new development projects. During the first ten months of 2005, we opened two open-air regional shopping centers, one community center and two Premium Outlet centers -- one in the U.S. and one in Japan. Our development pipeline continues to be robust with five additional projects comprising nearly 3 million square feet of gross leasable area under construction and projected to open over the next 12 to 18 months."

Dividends

Today the Company announced a quarterly common stock dividend of $0.70 per share to be paid on November 30, 2005 to stockholders of record on November 16, 2005.

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 December 30, 2005 to stockholders of record on December 16, 2005.

* 7.89% Series G Cumulative Preferred (NYSE: SPGPrG) dividend of $0.98625 per share is payable on December 30, 2005 to stockholders of record on December 16, 2005.

* 6% Series I Convertible Perpetual Preferred (NYSE: SPGPrI) dividend of $0.75 per share is payable on November 30, 2005 to stockholders of record on November 16, 2005.

* 8 3/8% Series J Cumulative Redeemable Preferred (NYSE: SPGPrJ) dividend of $1.046875 per share is payable on December 30, 2005 to stockholders of record on December 16, 2005.

U.S. Development Activity

Wolf Ranch, a 670,000 square foot community center located north of Austin, Texas in Georgetown, opened in July of 2005. It is an open-air, mixed-use shopping center containing a mix of anchor stores, specialty retail stores and restaurants. Wolf Ranch is anchored by Kohl's, Target, DSW, Linens 'n Things, Michaels, Office Depot, Old Navy, Pier One Imports, PetsMart and T.J. Maxx. Best Buy is under construction and scheduled to open during the first week of November. Gross costs are expected to approximate $98 million. The Company owns 100% of this project.

On October 7, 2005, the Company opened Firewheel Town Center, a 785,000 square foot open-air regional shopping center located 15 miles northeast of downtown Dallas in Garland, Texas. Firewheel features Foley's, Dillard's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, DSW, and Pier One Imports. An 18-screen AMC Theater is scheduled to open in December of 2005. Restaurants complementing the retail offerings include T.G.I. Friday's, Rice Boxx Asian Cafe, San Francisco Oven, and Fish City Grill.

Firewheel Town Center offers shoppers an exciting mix of retailers including American Eagle Outfitters, Ann Taylor Loft, Bath & Body Works, Brighton Collectibles, Charlotte Russe, Chico's, Eddie Bauer, Fossil, Jos. A. Bank, J. Jill, Victoria's Secret, White House|Black Market and Yankee Candle. The center is 99% leased and committed.

Firewheel Town Center offers pedestrian amenities and a compelling mixture of retail, office, and entertainment uses. The Company owns 100% of the project. Gross costs for Firewheel were approximately $132 million.

On September 29, 2005, the Company commenced construction on Rio Grande Valley Premium Outlets(R), a 404,000 square foot upscale, fashion-oriented manufacturers' outlet center located at the southwest corner of U.S. Expressway 83 and Mile 1-1/2 East Road in Mercedes, Texas. The project will be the first outlet center in The Valley and will position Mercedes as a destination for upscale outlet shopping.

The center, to be built in one phase, will be a single-level, village style project with a Southwest architectural theme. The 54-acre property will include the outlet center and several parcels for complementary uses. Rio Grande Valley Premium Outlets will house over 100 outlet stores and will feature high-quality national brands serving the area's permanent population as well as visitors to the area. The center is scheduled to open in fall of 2006.

The Company continues construction on:

* Coconut Point - a 1.2 million square foot open-air, mixed-use mainstreet regional shopping center in Estero/Bonita Springs, Florida. The community center component is expected to open in March 2006, followed by the remainder of the project in November 2006.

* Round Rock Premium Outlets(R) - a 433,000 square foot upscale outlet center in Round Rock (Austin), Texas. The project is scheduled to open in fall of 2006.

* The Domain - a master-planned urban village in Austin, Texas, that will include 700,000 square feet of retail and restaurants, 75,000 square feet of Class A office space and 390 multi-family residential units. The retail portion will be anchored by Neiman Marcus and Foley's. The Domain is scheduled to open in March 2007.

* The Village at SouthPark - a mixed-use project comprised of residential and retail components located adjacent to Simon's highly successful SouthPark Mall in Charlotte, North Carolina. The retail component is scheduled to open in March 2007, followed by the residential component in May 2007.

International Activity

On October 21, 2005, the Company announced that Ivanhoe Cambridge Inc. acquired an ownership interest in European Retail Enterprises ("ERE"), a European joint venture in which Simon has an interest. ERE owns Groupe B.E.G., a Paris-based developer, owner and manager of retail properties with over 40 years of experience in France, Italy, Poland, Portugal, Spain and Turkey.

Ivanhoe Cambridge is a recognized leader in the Canadian real estate industry. It is one of Canada's pre-eminent property owners, managers, developers and investors, and its focus is on high-quality shopping centers located in urban areas. Ivanhoe Cambridge is a principal real estate subsidiary of the Caisse de depot et placement du Quebec, the leading institutional fund manager in Canada.

Ivanhoe Cambridge acquired the 39.5% interest in ERE previously held by another institutional investor. Simon currently owns a 34.7% interest in ERE, with the remaining interest owned by founders of Groupe B.E.G. In the future, Simon and Ivanhoe Cambridge will equalize their ownership positions in ERE through the purchase of additional interests from the company's founders.

Construction also continues on three development projects in Italy, partially owned by Gallerie Commerciali Italia, the Italian joint venture in which the Company owns a 49% interest.

2005 Guidance

Today the Company updated its guidance for 2005. The Company expects diluted FFO to be within a range of $4.90 to $4.92 per share for the year ending December 31, 2005, and diluted net income to be within a range of $1.88 to $1.90 per share. This compares to the original guidance provided in January 2005 of $4.70 to $4.82 for estimated diluted FFO per share and $1.96 to $2.08 for estimated diluted net income per share.

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

For the twelve months ended December 31, 2005
                                                                 Low    High

     Estimated diluted net income per share                     $1.88   $1.90

     Depreciation and amortization including joint ventures      3.62    3.62

     Gain on sales of real estate and discontinued operations,
      net of tax                                                (0.53)  (0.53)

     Impact of additional dilutive securities for FFO per share (0.07)  (0.07)

     Estimated diluted FFO per share                            $4.90   $4.92


    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 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.

Conference Call

The Company will provide an online simulcast of its quarterly conference call at http://www.simon.com (in the About Simon section), http://www.earnings.com , and http://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 (New York) tomorrow, October 28, 2005. An online replay will be available for approximately 90 days at http://www.simon.com .

Supplemental Materials

The Company will publish a supplemental information package which will be available at http://www.simon.com in the Investor Relations section, Other Financial Reports 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.

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(R) centers and community/lifestyle centers. The Company's current total market capitalization is approximately $38 billion. Through its subsidiary partnership, it currently owns or has an interest in 296 properties in the United States containing an aggregate of 202 million square feet of gross leasable area in 40 states plus Puerto Rico. Simon 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. Additional Simon Property Group information is available at http://www.simon.com .

SIMON
                    Consolidated Statements of Operations
                                  Unaudited
                                (In thousands)


                                                   For the Three Months Ended
                                                         September 30,
                                                    2005                2004
    REVENUE:
    Minimum rent                                 $478,631            $363,132
    Overage rent                                   18,506              11,921
    Tenant reimbursements                         226,972             186,757
    Management fees and other revenues             19,746              17,932
    Other income                                   42,914              33,584
       Total revenue                              786,769             613,326

    EXPENSES:
    Property operating                            116,994              93,775
    Depreciation and amortization                 204,106             143,428
    Real estate taxes                              74,776              60,692
    Repairs and maintenance                        22,877              24,316
    Advertising and promotion                      21,003              11,683
    Provision for credit losses                     2,868               3,410
    Home and regional office costs                 27,068              19,579
    General and administrative                      4,993               3,615
    Other                                          12,486               7,198
       Total operating expenses                   487,171             367,696

    OPERATING INCOME                              299,598             245,630

    Interest expense                              202,530             160,508

    Income before minority interest                97,068              85,122

    Minority interest                              (3,174)             (2,209)
    (Loss) gain on sales of assets and
     other, net                                       (55)              1,121
    Income tax expense of taxable REIT
     subsidiaries                                  (3,796)             (2,196)

    Income before unconsolidated
     entities                                      90,043              81,838

    Income from unconsolidated entities            18,662              23,901

    Income from continuing operations             108,705             105,739

    Results of operations from
     discontinued operations                        5,315               2,436
    Gain (loss) on disposal or sale of
     discontinued operations, net                   5,605                (503)

    Income before allocation to limited
     partners                                     119,625             107,672

    LESS:
      Limited partners' interest in the
       Operating Partnership                       19,860              20,792
      Preferred distributions of the
       Operating Partnership                        6,882               4,905

    NET INCOME                                     92,883              81,975

    Preferred dividends                           (18,525)             (7,834)

    NET INCOME AVAILABLE
       TO COMMON STOCKHOLDERS                     $74,358             $74,141


                                                   For the Nine Months Ended
                                                         September 30,
                                                    2005               2004
    REVENUE:
    Minimum rent                               $1,415,183         $1,066,364
    Overage rent                                   46,237             29,940
    Tenant reimbursements                         652,345            531,827
    Management fees and other revenues             56,931             54,335
    Other income                                  119,678             94,721
       Total revenue                            2,290,374          1,777,187

    EXPENSES:
    Property operating                            319,510            261,553
    Depreciation and amortization                 621,990            420,953
    Real estate taxes                             218,615            177,776
    Repairs and maintenance                        76,101             66,137
    Advertising and promotion                      57,861             37,006
    Provision for credit losses                     3,697             10,067
    Home and regional office costs                 85,060             61,811
    General and administrative                     13,243             10,635
    Other                                          34,439             23,681
       Total operating expenses                 1,430,516          1,069,619

    OPERATING INCOME                              859,858            707,568

    Interest expense                              598,238            469,243

    Income before minority interest               261,620            238,325

    Minority interest                              (8,734)            (6,890)
    (Loss) gain on sales of assets and
     other, net                                    12,552               (760)
    Income tax expense of taxable REIT
     subsidiaries                                 (11,216)           (10,838)

    Income before unconsolidated entities         254,222            219,837

    Income from unconsolidated entities            51,045             60,809

    Income from continuing operations             305,267            280,646

    Results of operations from
     discontinued operations                        9,610              6,554
    Gain (loss) on disposal or sale of
     discontinued operations, net                 125,385               (215)

    Income before allocation to limited
     partners                                     440,262            286,985

    LESS:
      Limited partners' interest in the
       Operating Partnership                       77,541             55,568
      Preferred distributions of the
       Operating Partnership                       21,156             14,710

    NET INCOME                                    341,565            216,707

    Preferred dividends                           (55,329)           (23,504)

    NET INCOME AVAILABLE
       TO COMMON STOCKHOLDERS                    $286,236           $193,203



                                    SIMON
                                Per Share Data
                                  Unaudited

                                            For the Three      For the Nine
                                            Months Ended       Months Ended
                                            September 30,      September 30,
                                            2005     2004     2005     2004
    PER SHARE DATA:

    Basic Earnings Per Common Share:

       Income from continuing operations   $0.30    $0.35    $0.82    $0.92

       Discontinued operations - results
        of operations and gain on
        disposal or sale, net               0.04     0.01     0.48     0.02

       Net income available to common
        stockholders                       $0.34    $0.36    $1.30    $0.94

        Percentage Change                   -5.6%             38.3%

    Diluted Earnings Per Common Share:

       Income from continuing operations   $0.30    $0.35    $0.82    $0.92

       Discontinued operations - results
        of operations and gain on
        disposal or sale, net               0.04     0.01     0.48     0.02

       Net income available to common
        stockholders                       $0.34    $0.36    $1.30    $0.94

        Percentage Change                   -5.6%             38.3%



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


                                     For the Three Months  For the Nine Months
                                             Ended                Ended
                                         September 30,        September 30,
                                         2005      2004      2005       2004


    Net Income(B)(C)(D)(E)             $92,883   $81,975   $341,565  $216,707

    Plus: Limited partners' interest
          in the Operating Partnership and
          preferred distributions
          of the Operating
          Partnership                   26,742    25,697     98,697    70,278

    Plus: Depreciation and
          amortization from
          consolidated
          properties and
          discontinued operations      202,021   143,820    619,597   423,618

    Plus: Simon's share of
          depreciation and
          amortization from
          unconsolidated entities       49,136    39,712    152,434   123,344

    Plus: (Gain)/loss on sales of
          real estate and other assets
          and discontinued
          operations, net               (5,550)     (618)  (137,937)      975

    Plus:  Tax provision related
           to sale                           -       369      1,533     4,784

    Less: Minority interest portion
          of depreciation and
          amortization                  (2,152)   (1,817)    (6,993)   (4,836)

    Less: Preferred distributions
          and dividends                (25,407)  (12,739)   (76,485)  (38,214)

    FFO of the Simon Portfolio        $337,673  $276,399   $992,411  $796,656

    Per Share Reconciliation:

    Diluted net income per share         $0.34     $0.36      $1.30     $0.94

    Plus: Depreciation and
          amortization from
          consolidated properties
          and the Company's share
          of depreciation and
          amortization from
          unconsolidated affiliates,
          net of minority interest
          portion of depreciation
          and amortization                0.89      0.69       2.72      2.05

    Plus: (Gain)/loss on sales of
          real estate and other assets
          and discontinued
          operations                     (0.02)        -      (0.49)        -

    Plus: Tax provision related to
          sale                               -         -       0.01      0.02

    Less: Impact of additional
          dilutive securities
          for FFO per share              (0.02)    (0.01)     (0.05)        -

    Diluted FFO per share                $1.19     $1.04      $3.49     $3.01



    Details for per share
     calculations:

    FFO of the Simon Portfolio        $337,673  $276,399   $992,411  $796,656

    Adjustments for dilution
     calculation:
    Impact of preferred stock and
     preferred unit conversions and
     option exercises (F)               14,203     1,274     42,624     3,823
    Diluted FFO of the Simon
     Portfolio                         351,876   277,673  1,035,035   800,479

    Diluted FFO allocable to
     unitholders                       (70,378)  (59,731)  (208,627) (176,209)
    Diluted FFO allocable to common
     stockholders                     $281,498  $217,942   $826,408  $624,270

    Basic weighted average shares
     outstanding                       220,559   206,057    220,391   204,625
    Adjustments for dilution
     calculation:
    Effect of stock options                932       841        907       854
    Impact of Series C preferred unit
     conversion                          1,068     1,968      1,092     1,968
    Impact of Series I preferred unit
     conversion                          3,335         -      3,395         -
    Impact of Series I preferred
     stock conversion                   10,771         -     10,711         -

    Diluted weighted average shares
     outstanding                       236,665   208,866    236,496   207,447

    Weighted average limited
     partnership units outstanding      59,169    57,146     59,704    58,441

    Diluted weighted average shares
     and units outstanding             295,834   266,012    296,200   265,888

    Basic FFO per share                  $1.21     $1.05      $3.54     $3.03
        Percent Increase                  15.2%                16.8%

    Diluted FFO per share                $1.19     $1.04      $3.49     $3.01
        Percent Increase                  14.4%                15.9%



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

                                               September 30,      December 31,
                                                    2005              2004
    ASSETS:
     Investment properties, at cost            $21,600,472       $21,253,761
       Less - accumulated depreciation           3,638,179         3,162,523
                                                17,962,293        18,091,238
     Cash and cash equivalents                     422,791           520,084
     Tenant receivables and accrued
      revenue, net                                 306,897           361,590
     Investment in unconsolidated
      entities, at equity                        1,598,391         1,920,983
     Deferred costs and other assets             1,049,512         1,176,124
      Total assets                             $21,339,884       $22,070,019

    LIABILITIES:
     Mortgages and other indebtedness          $14,330,200       $14,586,393
     Accounts payable, accrued expenses,
      intangibles, and deferred revenue          1,098,773         1,113,645
     Cash distributions and losses in
      partnerships and joint ventures, at
      equity                                       116,213            37,739
     Other liabilities, minority interest
      and accrued dividends                        178,367           311,592
      Total liabilities                         15,723,553        16,049,369

    COMMITMENTS AND CONTINGENCIES

    LIMITED PARTNERS' INTEREST IN THE
     OPERATING PARTNERSHIP                         883,728           965,204

    LIMITED PARTNERS' PREFERRED INTEREST
     IN THE OPERATING PARTNERSHIP                  403,744           412,840

    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,
       25,595,077 and 25,434,967 issued
       and outstanding, respectively,
       and with liquidation values of
       $1,079,754 and $1,071,748,
      respectively                               1,078,147         1,062,687

      Common stock, $.0001 par value,
       400,000,000 shares authorized,
       224,628,854 and 222,710,350 issued
       and outstanding, respectively                    23                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              5,025,282         4,993,698
     Accumulated deficit                        (1,512,944)       (1,335,436)
     Accumulated other comprehensive
      income                                         4,217            16,365
     Unamortized restricted stock award            (35,780)          (21,813)
     Common stock held in treasury at
      cost, 4,815,655 and 2,415,855
      shares, respectively                        (230,086)          (72,918)
      Total stockholders' equity                 4,328,859         4,642,606

      Total liabilities and stockholders'
       equity                                  $21,339,884       $22,070,019



                                    SIMON
                    Joint Venture Statements of Operations
                                  Unaudited
                                (In thousands)

                        For the Three Months Ended   For the Nine Months Ended
                               September 30,                September 30,
                            2005           2004         2005            2004
    REVENUE:
    Minimum rent         $264,315       $231,848     $779,602        $684,819
    Overage rent           17,072          6,315       48,693          15,074
    Tenant
     reimbursements       135,181        118,827      393,364         351,484
    Other income           38,992         14,363       96,655          43,101
       Total revenue      455,560        371,353    1,318,314       1,094,478

    EXPENSES:
    Property operating    101,145         70,417      273,929         206,541
    Depreciation and
     amortization          82,299         68,461      243,175         203,116
    Real estate taxes      33,625         31,801       99,718          95,334
    Repairs and
     maintenance           19,199         15,662       59,071          49,577
    Advertising and
     promotion              7,957          7,316       23,793          23,830
    Provision for
     credit losses          2,924          1,852        8,024           6,481
    Other                  29,317         18,392       83,208          50,825
       Total operating
        expenses          276,466        213,901      790,918         635,704

    OPERATING INCOME      179,094        157,452      527,396         458,774

    Interest expense      104,633         92,123      301,598         277,740

    Income Before
     Minority Interest
     and Unconsolidated
     Entities              74,461         65,329      225,798         181,034

    Loss from
     unconsolidated
     entities                   -         (1,534)      (1,892)         (3,835)

    Income from
     Continuing
     Operations            74,461         63,795      223,906         177,199


    Income from
     consolidated
     joint venture
     interests(G)               -          7,956            -          18,290
    (Loss)/income from
     discontinued
     joint venture
     interests (G)            (28)(H)      6,455          976 (H)      13,015
    Gain on disposal
     or sale of
     discontinued
     operations, net            -              -       98,359 (H)       4,704

    NET INCOME            $74,433        $78,206     $323,241        $213,208


    Third-party
     investors' share
     of net income        $45,578        $48,174     $186,617        $134,025

    Our share of net
     income                28,855         30,032      136,624          79,183

    Amortization of
     excess investment     10,221          6,131       36,400          18,374

    Write-off of
     investment
     related to
     property sold            (14)(H)          -       37,764 (H)           -

    Our share of net
     gain related to
     property sold            (14)(H)          -       11,415 (H)           -

    Income from
     unconsolidated
     joint ventures       $18,662        $23,901      $51,045         $60,809



                                    SIMON
                         Joint Venture Balance Sheets
                                  Unaudited
                                (In thousands)


                                               September 30,      December 31,
                                                    2005              2004
    ASSETS:
      Investment properties, at cost            $9,505,099        $9,429,465
        Less - accumulated depreciation          1,913,878         1,745,498
                                                 7,591,221         7,683,967
      Cash and cash equivalents                    334,733           292,770
      Tenant receivables                           193,625           209,040
      Investment in unconsolidated entities        134,394           167,182
      Deferred costs and other assets              346,002           322,660
        Total assets                            $8,599,975        $8,675,619

    LIABILITIES AND PARTNERS' EQUITY:
      Mortgages and other indebtedness          $6,731,408        $6,398,312
      Accounts payable, accrued expenses
       and deferred revenue                        416,301           373,887
      Other liabilities                            204,404           179,443
        Total liabilities                        7,352,113         6,951,642

      Preferred units                               67,450            67,450
      Partners' equity                           1,180,412         1,656,527
        Total liabilities and
         partners' equity                       $8,599,975        $8,675,619

      Our Share of:
      Total assets                              $3,601,577        $3,619,969
      Partners' equity                             555,119           779,252
      Add:  Excess Investment(I)                   927,059         1,103,992
      Our net investment in joint
       ventures                                 $1,482,178        $1,883,244

      Mortgages and other indebtedness          $2,905,061        $2,750,327


                                    SIMON
                      Footnotes to Financial Statements
                                  Unaudited

    Notes:

(A) 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.

(B) Includes the Company's share of gains on land sales of $7.4 million and $9.8 million for the three months ended September 30, 2005 and 2004, respectively, and $25.3 million and $24.4 million for the nine months ended September 30, 2005 and 2004, respectively.

(C) Includes the Company's share of straight-line adjustments to minimum rent of $6.2 million and $2.1 million for the three months ended September 30, 2005 and 2004, respectively, and $15.7 million and $5.1 million for the nine months ended September 30, 2005 and 2004, respectively.

(D) Includes the Company's share of the fair market value of leases from acquisitions of $14.1 million and $8.4 million for the three months ended September 30, 2005 and 2004, respectively, and $41.2 million and $25.5 million for the nine months ended September 30, 2005 and 2004, respectively.

(E) Includes the Company's share of debt premium amortization of $6.5 million and $2.4 million for the three months ended September 30, 2005 and 2004, respectively, and $22.7 million and $6.1 million for the nine months ended September 30, 2005 and 2004, respectively.

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

(G) Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and has, as a result, gained control of the joint venture. These interests have been separated from operational interests to present comparative results of operations for those joint ventures held as of September 30, 2005. Discontinued joint venture interests represent those partnership interests that have been sold.

(H) Relates to Metrocenter, a regional mall in Phoenix, Arizona sold on January 11, 2005.

(I) 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 35 years, and the amortization is included in income from unconsolidated entities.

SOURCE Simon Property Group, Inc.

Shelly Doran
317-685-7330
Investors

Les Morris
317-263-7711
Media
both of Simon Property Group, Inc.