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Simon Property Group Announces Fourth Quarter Results and Declares 7.7% Increase in Common Stock Dividends

INDIANAPOLIS, Feb. 10 /PRNewswire-FirstCall/ -- Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today announced results for the fourth quarter and twelve months ended December 31, 2004:

-- Diluted funds from operations ("FFO") of the Simon portfolio for the quarter increased 18.8% to $397.6 million from $334.8 million in 2003. On a per share basis the increase was 7.9% to $1.36 per share from $1.26 per share in the fourth quarter of 2003. Results for the quarter include a non-cash impairment charge of $18 million ($0.06 per share) for one regional mall. Excluding this charge, FFO for the quarter was $1.42, an increase of 12.7% from 2003. Diluted FFO of the Simon portfolio for the twelve months increased 12.1% to $1.198 billion from $1.069 billion in 2003. On a per share basis the increase was 8.7% to $4.39 per share from $4.04 per share in 2003. Excluding the one-time impairment charge, diluted FFO for the year was $4.46 per share, an increase of 10.4% from 2003.

-- Net income available to common shareholders for the quarter was $107.4 million in 2004 as compared to $165.4 million in 2003. On a diluted per share basis the decrease was 41.0% to $0.49 per share from $0.83 per share in the fourth quarter of 2003. The decline in net income per share is primarily attributable to 2003 net gains on the sale of real estate and the previously described impact of the $18 million non-cash impairment charge recorded in the fourth quarter of 2004. Net income available to common shareholders for the twelve months decreased to $300.6 million from $313.6 million in 2003. On a diluted per share basis, the decrease was 12.7% to $1.44 per share from $1.65 per share in 2003.

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 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 remain strong as evidenced by growth in operating metrics for its three domestic business platforms:



                                   As of            As of
                            December 31, 2004  December 31, 2003   Increase

     Occupancy
     Regional Malls(1)             92.7%            92.4%      30 basis points
     Premium Outlet(R) Centers(2)  99.3%            99.0%(3)   30 basis points
     Community Centers(2)          91.9%            90.2%     170 basis points

     Comparable Sales per Sq. Ft.
     Regional Malls(4)              $427             $402             6.2%
     Premium Outlet(R) Centers(5)   $412             $385(3)          7.0%
     Community Centers(2)           $215             $209             2.9%

     Average Rent per Sq. Ft.
     Regional Malls(1)            $33.50           $32.26             3.8%
     Premium Outlet(R) Centers(2) $21.85           $20.36(3)          7.3%
     Community Centers(2)         $10.91           $10.59             3.0%


     (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.
         2003 statistics were calculated based upon the 28 Premium Outlet(R)
         Centers owned by Chelsea on December 31, 2003.
     (4) For mall and freestanding stores with less than 10,000 square feet
     (5) For all retail stores with less than 50,000 square feet

"2004 was another productive year for our organization," said David Simon, Chief Executive Officer. "Domestically, we acquired a high quality mall in Puerto Rico and a lifestyle center in Austin, Texas; increased our interests in three existing malls; completed two significant expansion projects; opened two new shopping centers; and at year-end had six new development projects under construction. We also opened four new retail projects outside of the U.S. We capped off the year with the fourth quarter acquisition of Chelsea Property Group, adding a market-leading position in the Premium Outlet(R) business that will serve as a new growth platform to our Company. Our Company is well-positioned for 2005 and we are pleased to announce today a 7.7% increase in our common stock dividend."

Dividends

Today the Company announced a quarterly common stock dividend of $0.70 per share, an increase of 7.7%. This dividend will be paid on February 28, 2005 to shareholders of record on February 21, 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 March 31, 2005 to shareholders of record on March 17, 2005.

-- 7.89% Series G Cumulative Preferred (NYSE: SPGPrG) dividend of $0.98625 per share is payable on March 31, 2005 to shareholders of record on March 17, 2005.

-- 6% Series I Convertible Perpetual Preferred (NYSE: SPGPrI) dividend of $0.75 per share is payable on February 28, 2005 to shareholders of record on February 21, 2005.

-- 8-3/8% Series J Cumulative Redeemable Preferred (NYSE: SPGPrJ) dividend of $1.046875 per share is payable on March 31, 2005 to shareholders of record on March 17, 2005.

Chelsea Property Group Acquisition

On October 14, 2004, the Company completed its $5.2 billion (including the assumption of debt) acquisition of Chelsea. Chelsea common shareholders received merger consideration of $36.00 in cash; 0.2936 of a share of Simon common stock; and 0.3000 of a share of Simon 6% Series I convertible perpetual preferred stock for each share of Chelsea common stock. In connection with the merger transaction, holders of limited partnership common units of CPG Partners, L.P., the operating partnership subsidiary of Chelsea, exchanged their units for common and convertible preferred units of the Simon operating partnership, Simon Property Group, L.P.

The following shares and units were issued at closing:

  • 12,978,795 shares of Simon Common Stock
  • 4,652,232 Simon Property Group, L.P. common units
  • 13,261,712 shares of Simon 6% Series I Convertible Perpetual Preferred Stock (liquidation value of $50 per share)
  • 4,753,794 Simon Property Group, L.P. 6% Convertible Perpetual Preferred Units (liquidation value of $50 per unit)

Chelsea operates as a division of Simon from its headquarters in Roseland, New Jersey, with David Bloom and the Chelsea management team continuing their leadership roles. David Bloom has been appointed as an Advisory Director of the Simon Property Group Board of Directors. Chelsea Property Group is the leading owner, developer and manager of Premium Outlet(R) centers in the U.S. and Asia. Its portfolio includes centers located in major metropolitan markets such as New York, Los Angeles and Boston, and tourist destinations such as Orlando, Las Vegas and Palm Springs. Its four Premium Outlet(R) centers in Japan are located near Tokyo, Osaka and Fukuoka.

The Company obtained a two-year senior unsecured term loan facility of $1.8 billion to fund the cash component of the consideration and retire certain Chelsea debt. The facility closed on October 12, 2004 and was funded by ten key Simon lenders. Interest on the facility is based upon the Company's corporate ratings and is currently LIBOR plus 55 basis points. No origination fee is payable for this facility during the first year.

Development Activities

During the month of October, the Company opened three development projects:

-- Clay Terrace is a 570,000 square foot upscale center located approximately fifteen miles north of downtown Indianapolis, Indiana. Clay Terrace is an open-air, mixed-use shopping center, incorporating a mix of anchor stores, specialty retail stores, unique restaurants and Class A office space. The center was 85% leased at year-end and tenants have committed to an additional 8% of space. The Company owns the center in a 50/50 joint venture with Indianapolis-based Lauth Property Group.

-- Arkadia is a 1.1 million square foot shopping center located in Warsaw, Poland. The project incorporates a hypermarket, approximately 200 retail shops, a home improvement center and a cinema. Arkadia opened 91% leased and shopper traffic remains high with 300,000 to 325,000 visitors per week. The Company holds a 35% interest in the center through its European Retail Enterprises, B.V. joint venture.

-- The phase III expansion of The Forum Shops at Caesars in Las Vegas is 100% leased and is comprised of 175,000 square feet of luxury designers, restaurants, and unique retailers. The Company owns 100% of Forum Shops.

The Company has six new domestic development projects currently under construction:

-- St. Johns Town Center, a 1.5 million square foot open-air retail project, is under construction in Jacksonville, Florida. The project is comprised of a village component, a community center and a hotel. The village will be anchored by Dillard's, Barnes & Noble and Dick's Sporting Goods. Target, Ashley Furniture, Designer Shoe Warehouse, JoAnn Fabrics, Old Navy, PetsMart, Pier One, Ross Dress for Less and Staples will anchor the community center. Restaurants will include The Cheesecake Factory, Maggiano's, and P.F. Chang's. Leasing of the project has progressed well -- the center is 100% executed or committed. Simon is developing the project in conjunction with joint venture partner Ben Carter Properties. The Company will own 85% of this project until certain financial performance hurdles are met, at which time ownership will be 50/50. Gross costs are expected to approximate $158 million and the project is scheduled to open on March 18, 2005.

-- Seattle Premium Outlets(R) is an upscale outlet center under construction in Tulalip, Washington, approximately 35 miles north of Seattle. Located off I-5 on the Tulalip Tribes Reservation, the center will comprise 383,000 square feet. Tenants will include: Adidas, Ann Taylor, Brooks Brothers, Burberry, Calvin Klein, Coach, Gap Outlet, J. Crew, Movado, Nike, Polo Ralph Lauren, and Sony. Gross costs are expected to approximate $58 million and the center is scheduled to open in May of 2005. The Company owns 100% of this project.

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

-- Firewheel Town Center is a 785,000 square foot open-air regional shopping center located in Garland, Texas. The project will feature Foley's, Dillard's, AMC Theaters, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, Pier One, Designer Shoe Warehouse and Sports Authority. Gross costs are expected to approximate $132 million, and the project is scheduled to open in October of 2005. The Company owns 100% of this project.

-- Rockaway Plaza is a 250,000 square foot community center featuring Dick's Sporting Goods, Target, Lowes Cineplex and PetsMart, located in Rockaway, New Jersey, adjacent to the Company's Rockaway Townsquare. Gross costs are expected to approximate $39 million. Target opened in July 2004 with the remainder of the project opening in phases between November 2005 and March 2006. The Company owns 100% of this project.

-- The Town Center at Coconut Point is an open-air, mixed-use mainstreet regional shopping center that is part of a 482 acre master planned community named Coconut Point located in Estero/Bonita Springs, Florida. The Town Center at Coconut Point will contain approximately 1.2 million square feet of retail space, 45,000 square feet of office condominiums and 305 condominium units. The Town Center at Coconut Point's retail space will be comprised of three components. The village will be anchored by Dillard's, Muvico Theatres, Barnes & Noble and four restaurants. The community center will be anchored by Bed Bath & Beyond, Best Buy, Designer Shoe Warehouse, Golfsmith, Office Max, Old Navy, Party City, PetsMart, Pier One, Ross Dress for Less, Sports Authority and Ulta Cosmetics. Connecting the village and the community center will be the third component, a unique and exciting concept called The Lakefront, which will contain casual and sit-down dining and shops. Gross costs are expected to approximate $242 million and the project is scheduled to open in phases between March 2006 and September 2006. The Company owns the project in a 50/50 joint venture with Dillard's, Inc.

The Company also has four new international development projects currently under construction -- three shopping centers in Italy and one Premium Outlet(R) center in Japan.

Dispositions

On December 28, 2004, the Company sold Santa Fe Outlets, an outlet center in Santa Fe, New Mexico. On December 30, 2004, the Company sold Heritage Park Mall, a regional mall in Oklahoma City, Oklahoma.

On January 11, 2005, the Company sold its joint venture interest in Metrocenter, located in Phoenix, Arizona, for approximately $156 million. The Company acquired its 50% interest in Metrocenter in connection with the 1998 acquisition of Corporate Property Investors.

Financing Activity

On January 11, 2005, the Company closed a three-year refinancing of its existing unsecured, revolving corporate credit facility, expanding the facility from $1.25 to $2.0 billion. The facility, which can be increased to $2.5 billion during its term, now matures in January of 2008 and contains a one-year extension at the Company's sole option. The facility's interest rate was reduced by 10 basis points to LIBOR plus 55 basis points and is based upon the Company's credit ratings. The facility contains a $500 million multi- currency tranche for Euro, Yen or Sterling borrowings and also includes a money market competitive bid option program that allows the Company to hold auctions at lower pricing for short-term funds for up to $1.0 billion.

2005 Guidance

Today the Company reaffirmed its FFO guidance issued on January 13, 2005, and modified its diluted net income per share guidance for 2005. The Company expects diluted FFO to be within a range of $4.70 to $4.82 per share for the year ending December 31, 2005, and diluted net income per share to be within a range of $1.34 to $1.46.

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



     For the twelve months ended December 31, 2005
                                                               Low      High
                                                              Range    Range


     Estimated diluted net income per share,
      excluding gain/loss on the sale of real estate          $1.34    $1.46

     Depreciation and amortization including joint ventures    3.41     3.41

     Impact of additional dilutive securities                 (0.05)   (0.05)

     Estimated diluted FFO per share                          $4.70    $4.82


    Forward-Looking Statements

Estimates of future per share net income and FFO, 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, the national, regional and local economic climate in the U.S. as well as the foreign markets where the Company does business, 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, acquisitions and dispositions, changes in applicable laws, rules and regulations, and changes in market rates of interest, foreign currency and exchange rates. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K 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.fulldisclosure.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 2:00 p.m. Eastern Standard Time (New York) today, February 10, 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 our Form 8-K filing. If you wish to receive a copy via mail, 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 shopping centers. The Company's current total market capitalization is approximately $36 billion. Through its subsidiary partnerships, 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, Poland and Portugal; 4 Premium Outlet(R) centers in Japan; one Premium Outlet(R) center in Mexico; and one shopping center in Canada. Additional Simon Property Group information is available at http://www.simon.com .




                                    SIMON
                           Statements of Operations
                                  Unaudited
                       (In thousands, except as noted)

                       For the Three Months Ended  For the Twelve Months Ended
                              December 31,                 December 31,
                            2004        2003             2004        2003
    REVENUE:
    Minimum rent          $493,198    $380,082       $1,577,752   $1,369,042
    Overage rent            37,006      23,369           66,960       47,831
    Tenant reimbursements  225,258     174,521          766,704      672,172
    Management fees and
     other revenue          18,402      19,090           72,737       74,677
    Other income            62,198      60,309          157,598      136,492
       Total revenue       836,062     657,371        2,641,751    2,300,214

    EXPENSES:
    Property operating     100,558      82,438          366,054      321,006
    Depreciation and
     amortization          194,415     126,975          622,581      496,297
    Real estate taxes       71,530      52,934          254,977      218,129
    Repairs and
     maintenance            24,621      23,273           91,974       83,998
    Advertising and
     promotion              32,014      23,745           69,059       61,523
    Provision for credit
     losses                  7,670       3,763           17,716       14,319
    Home and regional
     office costs           29,367      23,534           91,178       80,105
    General and
     administrative          6,145       3,978           16,781       15,078
    Costs related to
     withdrawn tender
     offer                       -          81                -       10,581
    Impairment charge       18,000           -           18,000            -
    Other                   15,930       9,680           39,832       27,216
       Total operating
        expenses           500,250     350,401        1,588,152    1,328,252

    OPERATING INCOME       335,812     306,970        1,053,599      971,962

    Interest expense       190,360     151,016          662,090      602,509

    Income before
     minority interest     145,452     155,954          391,509      369,453

    Minority interest       (2,797)     (3,970)          (9,687)      (7,277)
    Loss on sales of
     assets and other,
     net                         -         (24)            (760)(A)   (5,146)

    Income tax expense of
     taxable REIT
     subsidiaries             (932)     (1,147)         (11,770)      (7,597)

    Income before
     unconsolidated
     entities              141,723     150,813          369,292      349,433

    Income from other
     unconsolidated
     entities               20,304      28,656           81,113       99,645

    Income from
     continuing
     operations            162,027     179,469          450,405      449,078

    Results of
     operations from
     discontinued
     operations                885       2,537             (293)      10,243
    Gain (loss) on
     disposal or sale
     of discontinued
     operations, net           (37)     48,086             (252)      22,394

    Income before
     allocation to
     limited partners      162,875     230,092          449,860      481,715

    LESS:
      Limited partners'
       interest in the
       Operating
       Partnership          30,079      53,039           85,647      100,956
      Preferred
       distributions of
       the Operating
       Partnership           6,510       3,539           21,220       12,044

    NET INCOME             126,286     173,514          342,993      368,715

    Preferred dividends    (18,842)     (8,090)         (42,346)     (55,138)

    NET INCOME AVAILABLE
     TO COMMON
     SHAREHOLDERS         $107,444    $165,424         $300,647     $313,577



                                     SIMON
                                  Per Share Data
                                    Unaudited

                                       Three Months Ended  Twelve Months Ended
                                          December 31,         December 31,
                                        2004       2003      2004       2003
    PER SHARE DATA:

    Basic Earnings Per Common Share:

     Income from continuing operations  $0.49      $0.66     $1.45      $1.52

     Discontinued operations
      - results of operations and
        gain on disposal or sale, net       -       0.20         -       0.13

     Net income available to common
      shareholders                      $0.49      $0.86     $1.45      $1.65

     Percentage Change                  (43.0)%              (12.1)%

    Diluted Earnings Per Common Share:

     Income from continuing operations  $0.49      $0.64     $1.44      $1.52

     Discontinued operations
      - results of operations and
        gain on disposal or sale, net       -       0.19         -       0.13

     Net income available to common
      shareholders                      $0.49      $0.83     $1.44      $1.65

     Percentage Change                  (41.0)%              (12.7)%



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

The Company considers FFO a key measure of its operating performance that is not specifically defined by GAAP. The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and it provides a relevant basis for comparison among REITs. The Company also uses this measure internally to measure the operating performance of the portfolio.


                                      Three Months Ended   Twelve Months Ended
                                         December 31,          December 31,
                                       2004       2003       2004       2003


    Net Income(C)(D)(E)             $126,286   $173,514   $342,993   $368,715

    Plus: Limited partners'
     interest in the Operating
     Partnership and preferred
     distributions of the
     Operating Partnership            36,589     56,578    106,867    113,000

    Plus: Depreciation and
     amortization from
     consolidated properties and
     discontinued operations         191,577    124,830    615,195    499,737

    Plus: Simon's share of
     depreciation and
     amortization from
     unconsolidated entities          58,655     38,907    181,999    147,629

    Plus: (Gain)/loss on sales of
     real estate and discontinued
     operations                           37    (48,062)     1,012    (17,248)

    Plus:  Tax provision related
     to gain on sale                    (503)         -      4,281          -

    Less: Minority interest
     portion of depreciation and
     amortization                     (2,021)      (885)    (6,857)    (3,546)

    Less: Preferred distributions
     and dividends                   (25,352)   (11,629)   (63,566)   (67,182)

    FFO of the Simon Portfolio      $385,268   $333,253 $1,181,924 $1,041,105

    Per Share Reconciliation:

    Diluted net income per share       $0.49      $0.83      $1.44      $1.65

    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                       0.88       0.61       2.94       2.55

    Plus: (Gain)/loss on sales of
     real estate and discontinued
     operations                            -      (0.18)         -      (0.07)

    Plus: Tax provision related
     to gain on sale                       -          -       0.02          -

    Less: Impact of additional
     dilutive securities for FFO
     per share                         (0.01)         -      (0.01)     (0.09)

    Diluted FFO per share              $1.36      $1.26      $4.39      $4.04


    Details for per share
     calculations:

    FFO of the Simon Portfolio      $385,268   $333,253 $1,181,924 $1,041,105

    Adjustments for dilution
     calculation:
    Impact of Series B, C and I
     preferred stock conversion,
     Series C and I preferred
     unit conversion & option
     exercise (F)                     12,309      1,530     16,132     27,626
    Diluted FFO of the Simon
     Portfolio                       397,577    334,783  1,198,056  1,068,731

    FFO Allocable to the LP
     Unitholders                     (82,602)   (76,407)  (259,688)  (246,562)
    Diluted FFO allocable to
     Common Shareholders            $314,975   $258,376   $938,368   $822,169

    Basic weighted average shares
     outstanding                     218,009    192,533    207,990    189,475
    Adjustments for dilution
     calculation:
    Effect of stock options              887        935        867        824
    Impact of Series B preferred
     6.5% convertible stock                -      9,299          -     11,686
    Impact of Series C cumulative
     preferred 7% convertible
     units                             1,468      1,968      1,843      1,483
    Impact of Series I preferred
     6% Convertible Perpetual stock    9,096          -      2,286          -
    Impact of Series I preferred
     6% Convertible Perpetual units    3,018          -        759          -
    Diluted weighted average
     shares outstanding              232,478    204,735    213,745    203,468

    Weighted average limited
     partnership units
     outstanding                      61,008     60,614     59,086     61,122

    Diluted weighted average
     shares and units outstanding    293,486    265,349    272,831    264,590

    Basic FFO per share                $1.38      $1.31      $4.42      $4.16
        Percent Increase                 5.3%                  6.3%

    Diluted FFO per share              $1.36      $1.26      $4.39      $4.04
        Percent Increase                 7.9%                  8.7%



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

                                               December 31,      December 31,
                                                   2004              2003
    ASSETS:
     Investment properties, at cost            $21,253,761       $14,971,823
      Less - accumulated depreciation            3,162,523         2,556,578
                                                18,091,238        12,415,245
     Cash and cash equivalents                     520,084           535,623
     Tenant receivables and accrued
      revenue, net                                 361,590           305,200
     Investment in unconsolidated
      entities, at equity                        1,920,983         1,811,773
     Deferred costs, other assets, and
      minority interest, net                     1,176,124           616,880
      Total assets                             $22,070,019       $15,684,721

    LIABILITIES:
     Mortgages and other indebtedness          $14,586,393       $10,266,388
     Accounts payable, accrued expenses
      and deferred revenue                       1,113,645           667,610
     Cash distributions and losses in
      partnerships and joint ventures, at
      equity                                        37,739            14,412
     Other liabilities, minority interest
      and accrued dividends                        311,592           280,414
      Total liabilities                         16,049,369        11,228,824

    COMMITMENTS AND CONTINGENCIES

    LIMITED PARTNERS' INTEREST IN THE
     OPERATING PARTNERSHIP                         965,204           859,050

    LIMITED PARTNERS' PREFERRED INTEREST
     IN THE OPERATING PARTNERSHIP                  412,840           258,220

    SHAREHOLDERS' 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,
       25,434,967 and 12,078,012
       issued and outstanding,
       respectively.  Liquidation
       values $1,071,748 and $376,950,
       respectively                              1,062,687           367,483

      Common stock, $.0001 par value,
       400,000,000 shares authorized,
       222,710,350 and 200,876,552
       issued and outstanding,
       respectively                                     23                20

      Class B common stock, $.0001 par
       value, 12,000,000 shares
       authorized, 8,000 and 3,200,000
       issued and outstanding,
       respectively                                      -                 1

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

     Capital in excess of par value              4,993,698         4,121,332
     Accumulated deficit                        (1,335,436)       (1,097,317)
     Accumulated other comprehensive income         16,365            12,586
     Unamortized restricted stock award            (21,813)          (12,960)
     Common stock held in treasury at
      cost, 2,415,855 shares and
      2,098,555, respectively                      (72,918)          (52,518)
      Total shareholders' equity                 4,642,606         3,338,627

                                               $22,070,019       $15,684,721



                                    SIMON
                    Joint Venture Statements of Operations
                                  Unaudited
                       (In thousands, except as noted)

                   For the Three Months Ended  For the Twelve Months Ended
                            December 31,                December 31,
                         2004          2003          2004          2003
    REVENUE:
    Minimum rent     $266,234      $217,808      $960,934      $795,386
    Overage rent       29,292        15,522        44,494        28,486
    Tenant
     reimbursements   133,495       109,047       490,023       400,921
    Other income       23,859        16,927        67,233        78,069
       Total revenue  452,880       359,304     1,562,684     1,302,862

    EXPENSES:
    Property operating 90,993        73,367       300,656       229,146
    Depreciation and
     amortization      85,207        64,393       290,256       230,578
    Real estate taxes  32,510        29,760       128,578       118,193
    Repairs and
     maintenance       21,468        14,913        71,649        64,247
    Advertising and
     promotion         14,076        15,006        38,238        37,162
    Provision for
     credit losses      4,840          (837)       11,354         7,728
    Other              15,533         5,956        66,504        39,683
       Total operating
        expenses      264,627       202,558       907,235       726,737

    OPERATING INCOME  188,253       156,746       655,449       576,125

    Interest expense   96,318        86,289       375,884       335,494

    Income Before Minority
     Interest and
      Unconsolidated
       Entities        91,935        70,457       279,565       240,631

    (Loss)/income from
     unconsolidated
      entities         (1,294)        1,184        (5,129)        8,393

    Minority interest       -          (115)            -          (654)

    Income from Continuing
     Operations        90,641        71,526       274,436       248,370


    Income from
     consolidated
     joint venture
      interests         1,100        10,772        19,378        23,801
    Income from
     discontinued
      joint venture
       interests (G)        -        16,014         6,431        44,424
    Gain on disposal or
     sale of discontinued
      operations            -             -         4,704             -

    NET INCOME        $91,741       $98,312      $304,949      $316,595


    Third-party
     investors' share
      of Net Income   $59,257       $62,148      $193,282      $190,535

    Our share of Net
     Income            32,484        36,164       111,667       126,060

    Amortization of
     Excess Investment 12,180         7,508        30,554        26,415

    Income from
     Unconsolidated
      Joint Ventures  $20,304       $28,656       $81,113       $99,645



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


                                               December 31,      December 31,
                                                   2004              2003
    ASSETS:
      Investment properties, at cost            $9,429,465        $8,787,816
        Less - accumulated depreciation          1,745,498         1,427,291
                                                 7,683,967         7,360,525
      Cash and cash equivalents                    292,770           227,921
      Tenant receivables                           209,040           236,023
      Investment in unconsolidated
       entities                                    167,182            94,853
      Deferred costs and other assets              322,660           176,477
      Assets of Consolidated Joint
       Venture Interests                              -              474,745
      Assets of Discontinued Joint
       Venture Interests (G)                          -              764,833
        Total assets                            $8,675,619        $9,335,377

    LIABILITIES AND PARTNERS' EQUITY:
      Mortgages and other indebtedness          $6,398,312        $5,936,104
      Accounts payable, accrued expenses
       and deferred revenue                        373,887           273,704
      Other liabilities                            179,443            38,780
      Mortgages and liabilities of
       Consolidated Joint Venture
       Interests                                       -             229,718
      Mortgages and liabilities of
       Discontinued Joint Venture
       Interests (G)                                   -             549,142
        Total liabilities                        6,951,642         7,027,448

      Preferred units                               67,450           152,450
      Partners' equity                           1,656,527         2,155,479
        Total liabilities and partners'
         equity                                 $8,675,619        $9,335,377

      Our Share of:
      Total assets                              $3,619,969        $3,861,497
      Partners' equity                             779,252           885,149
      Add:  Excess Investment, net (H)           1,103,992           912,212
      Our net investment in joint
       ventures                                 $1,883,244        $1,797,361

      Mortgages and other indebtedness          $2,750,327        $2,739,630



                                    SIMON
                      Footnotes to Financial Statements
                                  Unaudited

    Notes:

    (A)  Includes a $13.5 million loss recorded as a result of the Special
    Master's memorandum clarifying the calculation of "net profits" that were
    disgorged by the Company related to the Mall of America litigation.  The
    Company has appealed the Court's September 10, 2003 Order and will appeal
    the Special Master's findings.  Also includes the Company's $12.6 million
    gain on the sale of its interest in the New York Times Square Westin Hotel
    (tax effect of the gain of $4.3 million is included in Income tax expense
    of taxable REIT subsidiaries below).
    (B)  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.
    (C)  Includes our share of gains on land sales of $21.0 million and $18.3
    million for the three months ended December 31, 2004 and 2003,
    respectively, and $45.4 million and $42.0 million for the twelve months
    ended December 31, 2004 and 2003, respectively.
    (D)  Includes our share of straight-line adjustments to minimum rent of
    $5.6 million and $1.6 million for the three months ended December 31, 2004
    and 2003, respectively, and $10.7 million and $6.1 million for the twelve
    months ended December 31, 2004 and 2003, respectively.
    (E)  Includes our share of the fair market value of leases from
    acquisitions of $12.8 million and $4.7 million for the three months ended
    December 31, 2004 and 2003, respectively, and $38.3 million and $12.8
    million for the twelve months ended December 31, 2004 and 2003,
    respectively.
    (F)  Includes dividends and distributions of Series B, C and I preferred
    stock and Series C and I preferred units.  The Series B shares impacted
    only the 2003 results as they were converted or redeemed during 2003.
    (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 December 31, 2004.  Discontinued joint
    venture interests represent those partnership interests that have been
    sold.
    (H)  Excess Investment represents the unamortized difference of our
    investment over our share of the equity in the underlying net assets of
    the partnerships and joint ventures acquired.  We generally amortize
    excess investment over the life of the related Properties, typically 35
    years, and the amortization is included in income from unconsolidated
    entities.

SOURCE Simon Property Group, Inc.

CONTACT: Investors: Shelly Doran, +1-317-685-7330, Media: Les Morris, +1-317-263-7711, both of Simon Property Group, Inc./
/Web site: http://www.simon.com /
(SPG)