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Simon Property Group Announces Third Quarter Results and Quarterly Dividends

INDIANAPOLIS, Oct 30, 2006 /PRNewswire-FirstCall via COMTEX News Network/ -- Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today announced results for the quarter ended September 30, 2006:

* Funds from operations ("FFO") of the Simon portfolio for the quarter increased 9.4% to $369.5 million from $337.7 million in the third quarter of 2005. On a diluted per share basis the increase was 9.2% to $1.30 from $1.19 in 2005. FFO of the Simon portfolio for the nine months increased 9.5% to $1.087 billion from $992.4 million in 2005. On a diluted per share basis the increase was 9.5% to $3.82 per share from $3.49 per share in 2005.

* Net income available to common stockholders for the quarter increased 27.2% to $94.6 million from $74.4 million in the third quarter of 2005. On a diluted per share basis the increase was 26.5% to $0.43 from $0.34 in 2005. Net income available to common stockholders for the nine months decreased 1.6% to $281.5 million from $286.2 million in 2005. On a diluted per share basis the decrease was 2.3% to $1.27 per share from $1.30 per share in 2005.

"The third quarter of 2006 was a very busy and productive time for us," said David Simon, Chief Executive Officer. "We completed a $1.1 billion senior unsecured notes offering at favorable rates; successfully opened two new retail projects -- one in Poland and one in Austin, Texas; started construction on new projects in Philadelphia, Noblesville, Indiana, Panama City Beach, Florida, and China; moved into our new headquarters building; and generated significant increases in FFO and earnings per share. Strong growth in tenant sales and healthy releasing spreads for both our regional mall and Premium Outlet platforms are driving our results."


                             As of                As of
                      September 30, 2006    September 30, 2005    Change
    Occupancy
    Regional Malls(1)        92.5%                92.6%       10 basis point
                                                               decrease
    Premium Outlet(R)
     Centers(2)              99.3%                99.6%       30 basis point
                                                               decrease
    Community/Lifestyle
     Centers(2)              90.7%                91.3%       60 basis point
                                                               decrease

    Comparable Sales per
     Sq. Ft.
    Regional Malls(3)        $474                 $445        6.5% increase
    Premium Outlet
     Centers(2)              $462                 $436        6.0% increase
    Community/Lifestyle
     Centers(2)              $220                 $221        0.5% decrease

    Average Rent per
     Sq. Ft.
    Regional Malls(1)      $35.23               $34.30        2.7% increase
    Premium Outlet
     Centers(2)            $24.05               $22.99        4.6% increase
    Community/Lifestyle
     Centers(2)            $11.69               $11.23        4.1% increase

    (1) For mall and freestanding stores.
    (2) For all owned gross leasable area (GLA).
    (3) For mall and freestanding stores with less than 10,000 square feet.


    Dividends

Today the Company announced a quarterly common stock dividend of $0.76 per share. This dividend will be paid on November 30, 2006 to stockholders of record on November 16, 2006.

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

* 7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on December 29, 2006 to stockholders of record on December 15, 2006.

* 6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on December 29, 2006 to stockholders of record on December 15, 2006.

* 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on December 29, 2006 to stockholders of record on December 15, 2006.

U.S. Development Activity

On August 3rd, the Company opened Round Rock Premium Outlets in Round Rock, Texas. Located just 20 minutes north of Austin, Round Rock Premium Outlets comprises 432,000 square feet and features 125 designer and name- branded outlet stores. The center opened 97% leased with tenants such as Adidas, AG Adriano Goldschmeid, Ann Taylor, Banana Republic, BCBG Max Azria, Brooks Brothers, Burberry, Calvin Klein, Coach, Cole Haan, Gap Outlet, J.Crew, Michael Kors, Miss Sixty/Energie, Nike, Polo Ralph Lauren, Puma, Swarovski and Theory.

The Company continues construction on:

* Coconut Point - a 1.2 million square foot open-air town center with village and community center components in Estero/Bonita Springs (Naples-Fort Myers corridor), Florida. The initial tenants in the community center component opened in phases earlier this year and the remainder of the project is scheduled to open on November 10, 2006.

* Rio Grande Valley Premium Outlets - a 404,000 square foot upscale outlet center in Mercedes, Texas. The project is scheduled to open on November 2, 2006.

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

* The Domain - a 700,000 square foot open-air center in Austin, Texas, anchored by Neiman Marcus and Macy's and including office, residential and hotel components. The Domain is scheduled to open in March 2007.

* The Shops at Arbor Walk - a 460,000 square foot community center in Austin, Texas anchored by Home Depot. The project will open in phases from November 2006 through March 2007.

The Company commenced construction on three new retail developments during the third quarter:

* Philadelphia Premium Outlets - a 430,000 square foot upscale manufacturers' outlet center located in Limerick Township, Pennsylvania, just 35 miles northwest of Philadelphia. The center is scheduled to open in November of 2007.

* Hamilton Town Center - a 950,000 square foot open-air retail center located in Noblesville, Indiana. The center is scheduled to open in March of 2008.

* Pier Park - a 920,000 square foot community/lifestyle center located in Panama City Beach, Florida. The center is scheduled to open in March of 2008.

International Activity

On September 28th, our Simon Ivanhoe European joint venture opened Gliwice Shopping Center in Gliwice, Poland. This 380,000 square foot shopping center is anchored by Carrefour and Leroy Merlin and was 95% leased at opening. The Company owns 50% of this asset.

On October 14th, our wholly-owned Chelsea subsidiary opened a 53,000 square foot expansion of Toki Premium Outlets in Toki, Japan. The Company owns 40% of this asset.

On October 26th, Simon Ivanhoe opened the 200,000 square foot expansion of a Carrefour-anchored shopping center in Wasquehal, France. The Company owns 50% of this expansion.

Several international projects are under construction or will begin construction later in 2006:

* Construction continues on four shopping center projects in Italy, fully or partially owned by GCI, the Italian joint venture in which the Company owns a 49% interest. The shopping centers are located in Argine (Naples), Cinisello (Milan), Nola (Naples) and Porta di Roma (Rome). All are expected to open in 2007, with the exception of Argine which is scheduled to open in 2008.

* Yeoju Premium Outlets is a 253,000 square foot upscale outlet center that will serve the greater Seoul, South Korea market. The center is under construction and is scheduled to open in spring 2007. The Company owns 50% of this project.

* Through its wholly-owned Chelsea subsidiary, the Company owns 40% of five Premium Outlet centers in Japan. The Company has announced plans for the development of its sixth Premium Outlet in Japan, Kobe Sanda Premium Outlets. The project is located in the Kobe/Osaka market, 22 miles north of downtown Kobe. Construction on the 185,000 square foot first phase is expected to commence in November of 2006 for a projected summer 2007 opening.

* Construction has commenced on four projects in China - Changshu, Hangzhou and Zhengzhou, scheduled to open in 2008, and Suzhou, scheduled to open in 2009. All centers will be anchored by Wal-Mart. Simon owns 32.5% of these projects through its partnership with Morgan Stanley Real Estate Fund and Shenzhen International Trust and Investment Company CP.

Disposition Activity

On July 27th, the Company sold Wabash Village, a 124,000 square foot community center in West Lafayette, Indiana. Trolley Square, a 225,000 square foot mall in Salt Lake City, Utah, was sold on August 3rd.

Financing Activity

On August 29th, the Company announced the closing of an offering of $1.1 billion of senior notes by its operating partnership subsidiary, Simon Property Group, L.P. (the "Operating Partnership"). The offering consisted of $600 million of 5.60% notes due 2011 and $500 million of 5.875% notes due 2017. The Operating Partnership used the proceeds to reduce the outstanding balance of its unsecured corporate credit facility.

The Company also reported that the Operating Partnership settled certain forward-starting interest rate swap contracts concurrently with the pricing of the notes. If the impact of these settlements were applied to the notes, the effective interest rate of the 2011 notes and the 2017 notes would be 5.63% and 5.96%, respectively, and 5.78% on a blended basis, over the 7.5 year weighted average maturity of all the notes.

On October 4th, the Company announced the completion of the redemption of all 8,000,000 of the outstanding shares of its 8 3/4% Series F Cumulative Redeemable Preferred Stock (NYSE: SPGPrF) (CUSIP 828806604). The Series F Preferred Stock was redeemed at a redemption price of $25.00 per share plus accrued and unpaid distributions to the redemption date, or a total of $25.01823 per share. The Company sold a new issue of preferred stock to an institutional investor in a private transaction and used the proceeds to pay the aggregate redemption price.

The Company will record a $7.0 million charge to net income related to this redemption during the fourth quarter of 2006, impacting both diluted earnings and diluted funds from operations by approximately $0.02 per share. This charge represents the difference between the carrying value of the Series F Preferred Stock and the liquidation value of $25 per Series F Preferred share.

2006 Guidance

Today the Company increased its guidance for 2006 FFO to $5.36 per share, consistent with the current Wall Street consensus estimate. Current FFO guidance is three cents higher than the mid point of the range reported by the Company on July 31, 2006, and it includes a charge of two cents per share related to the Company's October preferred stock redemption described above. The Company's current guidance for diluted net income available to common stockholders is $1.89 per share.

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

    For the year ending December 31, 2006


    Estimated diluted net income available
     to common stockholders per share             $1.89*

    Depreciation and amortization including
     our share of joint ventures                   3.73

    Gain on sales of real estate, discontinued
     operations and interests in
     unconsolidated entities                      (0.18)

    Impact of additional dilutive securities      (0.08)

    Estimated diluted FFO per share               $5.36

    * Includes a charge of $0.02 in the fourth quarter of 2006 related to the
    Company's redemption of its Series F Preferred Stock.


    Conference Call

The Company will provide an online simulcast of its quarterly conference call at http://www.simon.com(Investor Relations 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 10:00 a.m. Eastern Standard Time tomorrow, October 31, 2006. An online replay will be available for approximately 90 days at http://www.simon.com , http://www.earnings.com , and http://www.streetevents.com . A fully searchable podcast of the conference call will also be available at http://www.REITcafe.com shortly after completion of the call.

Supplemental Materials

The Company will publish a supplemental information package which will be available at http://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 and uncertainties. Those risks and uncertainties include, but are not limited to: the Company's ability to meet debt service requirements, the availability 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, impact of terrorist activities, inflation and maintenance of REIT status. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its most recent Annual Report on Form 10-K that could cause the Company's actual results to differ materially from the forward-looking statements that the Company makes. The Company may update that discussion in subsequent quarterly 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"). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts ("REITs") and provides a relevant basis for comparison among REITs. A reconciliation of GAAP reported net income to FFO is provided in the financial statement section of this press release.

About Simon

Simon Property Group, Inc., an S&P 500 company 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 $46 billion. Through its subsidiary partnership, it currently owns or has an interest in 284 properties in the United States containing an aggregate of approximately 200 million square feet of gross leasable area in 38 states plus Puerto Rico. Simon also owns interests in 53 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 Property Group, Inc. is publicly traded on the NYSE under the symbol SPG.


                                    SIMON
                    Consolidated Statements of Operations
                                  Unaudited
                                (In thousands)


                                                  For the Three Months Ended
                                                        September 30,
                                                   2006               2005
    REVENUE:
    Minimum rent                                 $500,589           $475,912
    Overage rent                                   21,931             18,484
    Tenant reimbursements                         233,278            225,973
    Management fees and other revenues             20,780             19,746
    Other income                                   42,158             42,894
       Total revenue                              818,736            783,009

    EXPENSES:
    Property operating                            118,185            115,742
    Depreciation and amortization                 211,390            203,022
    Real estate taxes                              73,427             74,558
    Repairs and maintenance                        23,910             22,637
    Advertising and promotion                      17,718             20,974
    Provision for credit losses                       393              2,727
    Home and regional office costs                 32,703             27,068
    General and administrative                      4,422              4,993
    Other                                          15,264             12,450
       Total operating expenses                   497,412            484,171

    OPERATING INCOME                              321,324            298,838

    Interest expense                              206,195            201,150

    Income before minority interest               115,129             97,688

    Minority interest                              (3,154)            (3,174)
    Income tax expense of taxable REIT
     subsidiaries                                  (2,536)            (3,796)

    Income before unconsolidated entities         109,439             90,718

    Income from unconsolidated entities
     and beneficial interests                      25,898             18,662
    Gain (loss) on sales of assets and
     interests in unconsolidated
     entities, net                                  9,457                (55)

    Income from continuing operations             144,794            109,325

    Results of operations from
     discontinued operations                           56              4,695
    Gain on disposal or sale of
     discontinued operations, net                      --              5,605

    Income before allocation to limited
     partners                                     144,850            119,625

    LESS:
      Limited partners' interest in the
       Operating Partnership                       24,962             19,860
      Preferred distributions of the
       Operating Partnership                        6,893              6,882

    NET INCOME                                    112,995             92,883

    Preferred dividends                           (18,403)           (18,525)

    NET INCOME AVAILABLE
       TO COMMON STOCKHOLDERS                     $94,592            $74,358


                                   SIMON
                    Consolidated Statements of Operations
                                  Unaudited
                                (In thousands)


                                                  For the Nine Months Ended
                                                        September 30,
                                                  2006                2005
    REVENUE:
    Minimum rent                              $1,474,503          $1,406,461
    Overage rent                                  53,287              46,276
    Tenant reimbursements                        681,090             648,926
    Management fees and other revenues            60,348              56,931
    Other income                                 135,895             118,469
       Total revenue                           2,405,123           2,277,063

    EXPENSES:
    Property operating                           331,389             315,827
    Depreciation and amortization                632,200             617,814
    Real estate taxes                            225,636             217,175
    Repairs and maintenance                       74,704              75,250
    Advertising and promotion                     55,661              57,736
    Provision for credit losses                    4,853               3,331
    Home and regional office costs                95,691              85,060
    General and administrative                    13,920              13,239
    Other                                         40,492              34,375
       Total operating expenses                1,474,546           1,419,807

    OPERATING INCOME                             930,577             857,256

    Interest expense                             611,010             594,136

    Income before minority interest              319,567             263,120

    Minority interest                             (7,512)             (8,734)
    Income tax expense of taxable REIT
     subsidiaries                                 (7,395)            (11,216)

    Income before unconsolidated
     entities                                    304,660             243,170

    Income from unconsolidated entities
     and beneficial interests                     75,703              51,045
    Gain (loss) on sales of assets and
     interests in unconsolidated
     entities, net                                51,406              12,552

    Income from continuing operations            431,769             306,767

    Results of operations from
     discontinued operations                         112               8,110
    Gain on disposal or sale of
     discontinued operations, net                     84             125,385

    Income before allocation to limited
     partners                                    431,965             440,262

    LESS:
      Limited partners' interest in the
       Operating Partnership                      74,470              77,541
      Preferred distributions of the
       Operating Partnership                      20,647              21,156

    NET INCOME                                   336,848             341,565

    Preferred dividends                          (55,371)            (55,329)

    NET INCOME AVAILABLE
       TO COMMON STOCKHOLDERS                   $281,477            $286,236



                                    SIMON
                                Per Share Data
                                  Unaudited

                                            For the Three      For the Nine
                                             Months Ended      Months Ended
                                            September 30,     September 30,
                                            2006     2005     2006     2005

    Basic Earnings Per Common Share:

       Income from continuing operations   $0.43    $0.30    $1.27    $0.82

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

       Net income available to common
        stockholders                       $0.43    $0.34    $1.27    $1.30

        Percentage Change                   26.5%             -2.3%

    Diluted Earnings Per Common Share:

       Income from continuing operations   $0.43    $0.30    $1.27    $0.83

       Discontinued operations - results
        of operations and
        gain on disposal or sale, net         --     0.04       --     0.47

       Net income available to common
        stockholders                       $0.43    $0.34    $1.27    $1.30

        Percentage Change                   26.5%             -2.3%



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

                                              September 30,      December 31,
                                                   2006              2005
    ASSETS:
     Investment properties, at cost            $22,227,899       $21,745,309
       Less - accumulated depreciation           4,348,676         3,809,293
                                                17,879,223        17,936,016
     Cash and cash equivalents                     322,952           337,048
     Tenant receivables and accrued
      revenue, net                                 312,948           357,079
     Investment in unconsolidated
      entities, at equity                        1,492,522         1,562,595
     Deferred costs and other assets               995,973           938,301
      Total assets                             $21,003,618       $21,131,039

    LIABILITIES:
     Mortgages and other indebtedness          $14,241,941       $14,106,117
     Accounts payable, accrued expenses,
      intangibles, and deferred revenue          1,036,219         1,092,334
     Cash distributions and losses in
      partnerships and joint ventures, at
      equity                                       233,902           194,476
     Other liabilities, minority interest
      and accrued dividends                        179,731           163,524
      Total liabilities                         15,691,793        15,556,451

    COMMITMENTS AND CONTINGENCIES

    LIMITED PARTNERS' INTEREST IN THE
     OPERATING PARTNERSHIP                         811,990           865,565

    LIMITED PARTNERS' PREFERRED INTEREST
     IN THE OPERATING PARTNERSHIP                  395,843           401,727

    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,
       25,477,626 and 25,632,122 issued
         and outstanding, respectively,
          and with liquidation values of
          $1,073,881 and $1,081,606,
         respectively                            1,072,252         1,080,022

      Common stock, $.0001 par value,
       400,000,000 shares authorized,
       225,657,388
         and 225,165,236 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              4,985,389         4,998,723
     Accumulated deficit                        (1,777,373)       (1,551,179)
     Accumulated other comprehensive
      income                                        17,377             9,793
     Common stock held in treasury at
      cost, 4,379,245 and 4,815,655
      shares, respectively                        (193,676)         (230,086)
      Total stockholders' equity                 4,103,992         4,307,296

      Total liabilities and stockholders'
       equity                                  $21,003,618       $21,131,039



                                    SIMON
                    Joint Venture Statements of Operations
                                  Unaudited
                                (In thousands)

                                                  For the Three Months Ended
                                                         September 30,
                                                   2006                2005
    REVENUE:
    Minimum rent                                 $276,572            $262,663
    Overage rent                                   19,621              17,074
    Tenant reimbursements                         143,194             134,384
    Other income                                   41,071              38,843
       Total revenue                              480,458             452,964

    EXPENSES:
    Property operating                            103,044             100,477
    Depreciation and amortization                  82,840              81,546
    Real estate taxes                              35,265              33,186
    Repairs and maintenance                        20,678              19,088
    Advertising and promotion                      11,594               7,956
    Provision for credit losses                     2,425               2,679
    Other                                          26,414              29,136
       Total operating expenses                   282,260             274,068

    OPERATING INCOME                              198,198             178,896

    Interest expense                              113,400             103,438


    Income Before Gain on Sale of Asset            84,798              75,458

    Gain on sale of asset                              --                  --

    Income Before Unconsolidated Entities          84,798              75,458

    Income (loss) from unconsolidated
     entities                                         480                  --

    Income from Continuing Operations              85,278              75,458


    Income (loss) from discontinued joint
     venture interests (B)                            129              (1,025)
    Gain (loss) on disposal or sale of
     discontinued operations, net                    (329)(C)              --

    NET INCOME                                    $85,078             $74,433


    Third-party investors' share of net
     income                                       $51,049             $45,578

    Our share of net income                        34,029              28,855

    Amortization of excess investment             (12,164)            (10,221)

    Income from Beneficial Interests                4,033                  --

    Write-off of investment related to
     properties sold                                  135 (C)              14

    Our share of net gain related to
     properties sold                                 (135)(C)              14

    Income from unconsolidated entities
     and beneficial interests                     $25,898             $18,662


                                    SIMON
                    Joint Venture Statements of Operations
                                  Unaudited
                                (In thousands)

                                                 For the Nine Months Ended
                                                       September 30,
                                                    2006          2005
    REVENUE:
    Minimum rent                                  $813,217      $774,671
    Overage rent                                    52,312        48,677
    Tenant reimbursements                          405,910       390,522
    Other income                                   110,842        96,188
       Total revenue                             1,382,281     1,310,058

    EXPENSES:
    Property operating                             280,263       271,796
    Depreciation and amortization                  241,959       241,036
    Real estate taxes                              102,654        98,477
    Repairs and maintenance                         62,402        58,559
    Advertising and promotion                       26,309        23,780
    Provision for credit losses                      4,087         7,769
    Other                                           86,884        82,818
       Total operating expenses                    804,558       784,235

    OPERATING INCOME                               577,723       525,823

    Interest expense                               331,028       298,162


    Income Before Gain on Sale of Asset            246,695       227,661

    Gain on sale of asset                               94            --

    Income Before Unconsolidated Entities          246,789       227,661

    Income (loss) from unconsolidated
     entities                                          719        (1,892)

    Income from Continuing Operations              247,508       225,769


    Income (loss) from discontinued joint
     venture interests (B)                             631          (887)
    Gain (loss) on disposal or sale of
     discontinued operations, net                   20,375 (C)    98,359 (D)

    NET INCOME                                    $268,514      $323,241


    Third-party investors' share of net
     income                                       $160,488      $186,617

    Our share of net income                        108,026       136,624

    Amortization of excess investment              (37,056)      (36,400)

    Income from Beneficial Interests                15,309 (A)        --

    Write-off of investment related to
     properties sold                                (2,842)(C)   (37,764)(D)

    Our share of net gain related to
     properties sold                                (7,734)(C)   (11,415)(D)

    Income from unconsolidated entities
     and beneficial interests                      $75,703       $51,045



                                    SIMON
                         Joint Venture Balance Sheets
                                  Unaudited
                                (In thousands)


                                               September 30,      December 31,
                                                    2006               2005
    ASSETS:
      Investment properties, at cost            $10,565,734        $9,915,521
        Less - accumulated depreciation           2,191,105         1,951,749
                                                  8,374,629         7,963,772
      Cash and cash equivalents                     379,053           334,714
      Tenant receivables                            235,336           207,153
      Investment in unconsolidated
       entities                                     184,570           135,914
      Deferred costs and other assets               325,337           304,825
        Total assets                             $9,498,925        $8,946,378

    LIABILITIES AND PARTNERS' EQUITY:
      Mortgages and other indebtedness           $8,166,550        $7,479,359
      Accounts payable, accrued expenses
       and deferred revenue                         495,539           403,390
      Other liabilities                             227,673           189,722
        Total liabilities                         8,889,762         8,072,471

      Preferred units                                67,450            67,450
      Partners' equity                              541,713           806,457
        Total liabilities and partners'
         equity                                  $9,498,925        $8,946,378

      Our Share of:
      Total assets                               $4,090,724        $3,765,258
      Partners' equity                              360,992           429,942
      Add:  Excess Investment(E)                    897,628           938,177
      Our net investment in joint
       ventures                                  $1,258,620        $1,368,119

      Mortgages and other indebtedness           $3,526,859        $3,169,662


                                    SIMON
                      Footnotes to Financial Statements
                                  Unaudited

    Notes:

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

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

(C) On April 25, 2006, Great Northeast Plaza, a community center, was sold.

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


    (E)  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 Months  For the Nine Months
                                          Ended                 Ended
                                      September 30,         September 30,
                                     2006       2005       2006       2005


    Net Income(2)(3)(4)(5)          $112,995   $92,883    $336,848   $341,565

    Adjustments to Net Income to
     Arrive at FFO:

       Limited partners' interest
        in the Operating
        Partnership and
       preferred distributions of
        the Operating Partnership     31,855    26,742      95,117     98,697

       Depreciation and
        amortization from
        consolidated
       properties, beneficial
        interests and discontinued
        operations                   209,023   202,021     633,013    619,597

       Simon's share of
        depreciation and
        amortization from
       unconsolidated entities        52,477    49,136     155,555    152,434

       Tax provision related to
        sale                              --        --          --      1,533

       Gain on sales of real estate,
        discontinued operations and
        interests in unconsolidated
        entities                      (9,457)   (5,550)    (51,490)  (137,937)

       Minority interest portion of
        depreciation and
        amortization                  (2,091)   (2,152)     (6,222)    (6,993)

       Preferred distributions and
        dividends                    (25,296)  (25,407)    (76,018)   (76,485)

    FFO of the Simon Portfolio      $369,506  $337,673  $1,086,803   $992,411

    Per Share Reconciliation:

    Diluted net income available to
     common stockholders per share     $0.43     $0.34       $1.27      $1.30

    Adjustments to net income to
     arrive at FFO:

       Depreciation and amortization
        from consolidated properties
         and beneficial interests,
          and the Company's share of
           depreciation and amortization
            from unconsolidated
             entities, net of minority
              interest portion of
               depreciation and
                amortization            0.92      0.89        2.80       2.72

       Gain on sales of real estate,
        discontinued operations and
        interests in unconsolidated
        entities                       (0.03)    (0.02)      (0.18)     (0.49)

       Tax provision related to
        sale                              --        --          --       0.01

       Impact of additional
        dilutive securities for FFO
        per share                      (0.02)    (0.02)      (0.07)     (0.05)

    Diluted FFO per share              $1.30     $1.19       $3.82      $3.49



    Details for per share
     calculations:

    FFO of the Simon Portfolio      $369,506  $337,673  $1,086,803   $992,411

    Adjustments for dilution
     calculation:
    Impact of preferred stock and
     preferred unit conversions and
        option exercises (6)          14,092    14,203      42,407     42,624
    Diluted FFO of the Simon
     Portfolio                       383,598   351,876   1,129,210  1,035,035

    Diluted FFO allocable to
     unitholders                     (75,785)  (70,378)   (223,432)  (208,627)
    Diluted FFO allocable to common
     stockholders                   $307,813  $281,498    $905,778   $826,408

    Basic weighted average shares
     outstanding                     221,198   220,559     220,925    220,391
    Adjustments for dilution
     calculation:
       Effect of stock options           872       932         911        907
       Impact of Series C preferred
        unit conversion                1,041     1,068       1,050      1,092
       Impact of Series I preferred
        unit conversion                3,261     3,335       3,270      3,395
       Impact of Series I preferred
        stock conversion              10,724    10,771      10,796     10,711

    Diluted weighted average shares
     outstanding                     237,096   236,665     236,952    236,496

    Weighted average limited
     partnership units outstanding    58,375    59,169      58,450     59,704

    Diluted weighted average shares
     and units outstanding           295,471   295,834     295,402    296,200

    Basic FFO per share                $1.32     $1.21       $3.89      $3.54
        Percent Increase                 9.1%                  9.9%

    Diluted FFO per share              $1.30     $1.19       $3.82      $3.49
        Percent Increase                 9.2%                  9.5%



                                    SIMON
               Footnotes to Reconciliation of Net Income to FFO
                                  Unaudited

    Notes:

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

As defined by NAREIT, FFO is consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales of real estate, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. The Company has adopted NAREIT's clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting change or resulting from the sale of depreciable real estate. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.

(2) Includes the Company's share of gains on land sales of $8.3 million and $7.4 million for the three months ended September 30, 2006 and 2005, respectively, and $34.6 million and $25.3 million for the nine months ended September 30, 2006 and 2005, respectively.

(3) Includes the Company's share of straight-line adjustments to minimum rent of $7.8 million and $6.2 million for the three months ended September 30, 2006 and 2005, respectively, and $13.1 million and $15.7 million for the nine months ended September 30, 2006 and 2005, respectively.

(4) Includes the Company's share of the fair market value of leases from acquisitions of $17.4 million and $14.1 million for the three months ended September 30, 2006 and 2005, respectively, and $52.6 million and $41.2 million for the nine months ended September 30, 2006 and 2005, respectively.

(5) Includes the Company's share of debt premium amortization of $9.4 million and $6.5 million for the three months ended September 30, 2006 and 2005, respectively, and $22.8 million and $22.7 million for the nine months ended September 30, 2006 and 2005, respectively.

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

SOURCE Simon Property Group, Inc.

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