Simon Property Group Reports Fourth Quarter Results, Announces Increase In Quarterly Dividend And Provides 2013 Guidance

  Simon Property Group Reports Fourth Quarter Results, Announces Increase In
                Quarterly Dividend And Provides 2013 Guidance

PR Newswire

INDIANAPOLIS, Feb. 4, 2013

INDIANAPOLIS, Feb. 4, 2013 /PRNewswire-FirstCall/ -- Simon Property Group,
Inc. (the "Company" or "Simon") (NYSE: SPG) today reported results for the
quarter and year ended December 31, 2012.

Funds from Operations

  oFunds from Operations ("FFO") for the quarter was $827.4 million, or $2.29
    per diluted share, as compared to $678.9 million, or $1.91 per diluted
    share, in the prior year period. The increase on a per share basis was
    19.9%.
  oFFO for the year was $2.885 billion, or $7.98 per diluted share, as
    compared to $2.439 billion, or $6.89 per diluted share, in 2011. The
    increase of $446 million was 15.8% on a per share basis.

Net Income

  oNet income attributable to common stockholders for the quarter was $315.4
    million, or $1.01 per diluted share, as compared to $362.9 million, or
    $1.24 per diluted share, in the prior year period. 2011 results included a
    net gain from acquisition and disposition activities of $0.35 per share.
  oNet income attributable to common stockholders for the year was $1.431
    billion, or $4.72 per diluted share, as compared to $1.021 billion, or
    $3.48 per diluted share, in 2011.

"I am very pleased with our strong fourth quarter results, capping off an
excellent year for our Company," said David Simon, Chairman and Chief
Executive Officer. "We reported a 19.9% increase in FFO per share for the
quarter, and our Mall and Premium Outlet portfolio delivered 4.8% growth in
comparable property net operating income for the year. We continued to
strengthen our retail real estate platform through our investment activities.
We are also pleased to raise our dividend for the sixth consecutive quarter."

U.S. Operational Statistics^(^1)

                             As of        As of             %
                             December 31, December 31, 2011 Increase
                             2012
Occupancy^(2)                95.3%        94.6%             + 70 basis points
Total Sales per Sq. Ft. ^    $568         $533              6.6%
(3)
Base Minimum Rent per Sq.    $40.73       $39.40            3.4%
Ft. ^ (2)



    Combined information for U.S. Malls and Premium Outlets®. 2011 statistics
(1) have been restated to include Malls previously owned by The Mills Limited
    Partnership, now owned by Simon Property Group, L.P.
(2) Represents mall stores in Malls and all owned square footage in Premium
    Outlets.
(3) Rolling 12 month sales per square foot for mall stores less than 10,000
    square feet in Malls and all owned square footage in Premium Outlets.

Dividends

Today the Company announced that the Board of Directors declared a quarterly
common stock dividend of $1.15 per share, an increase of 4.5% from the
previous quarter and an increase of 21.1% from the year earlier period. The
dividend is payable on February 28, 2013 to stockholders of record on February
14, 2013.

The Company also declared the quarterly dividend on its 8 3/8% Series J
Cumulative Redeemable Preferred Stock (NYSE:SPGPrJ) of $1.046875 per share,
payable on March 29, 2013 to stockholders of record on March 15, 2013.

Development Activity

On October 19, 2012, the Company opened a 353,000 square foot upscale outlet
center owned in a 50/50 joint venture with Tanger Factory Outlet Centers, Inc.
("Tanger") in Texas City, Texas. The center, which was 97% leased at opening,
is located approximately 30 miles south of downtown Houston and 20 miles north
of Galveston on highly-traveled Interstate 45 at Exit 17 at Holland Road.

Construction continues on five new Premium Outlet Centers scheduled to open in
2013:

  oIn Chandler (Phoenix), Arizona – an upscale outlet center adjacent to the
    Wild Horse Pass Hotel & Casino located on Interstate 10. Phase I of the
    project will be comprised of 360,000 square feet housing approximately 90
    outlet stores featuring high-quality designer and name brands. The Company
    owns 100% of this project which is scheduled to open on April 4^th.
  oIn Shisui (Chiba), Japan – a 230,000 square foot upscale outlet center
    located one hour from central Tokyo and 15 minutes from Narita
    International Airport. The center is scheduled to open on April 19^th with
    approximately 110 stores, including international brands, Japanese brands
    and restaurants. The Company owns a 40% interest in this project, its
    ninth Premium Outlet Center in Japan.
  oIn Halton Hills (Toronto), Canada – a 360,000 square foot upscale outlet
    center that will house over 100 high quality outlet stores. Toronto
    Premium Outlets is expected to be the Canadian entry point for selected
    upscale, U.S. retailers and designer brands. The Company owns a 50%
    interest in this project which is scheduled to open on August 1^st.
  oIn Chesterfield (St. Louis), Missouri – an upscale outlet center that is a
    part of Chesterfield Blue Valley, a mixed-use development to include
    office space, hotel, restaurant and entertainment venues. Located on the
    south side of I-64/US Highway 40 east of the Daniel Boone Bridge, the
    center's first phase of 350,000 square feet with 85 stores will open on
    August 22^nd. The Company owns a 60% interest in this Premium Outlet
    Center.
  oIn Busan, Korea – a 340,000 square foot upscale outlet center that will
    serve southeastern Korea, including the cities of Busan, Ulsan and Daegu,
    as well as local and overseas visitors. The center is scheduled to open in
    September. The Company owns a 50% interest in this project, which will be
    its third Premium Outlet Center in Korea.

Redevelopment and expansion projects are underway at 24 properties in the U.S.
and two properties in Asia. During 2012, 56 new anchor and big box tenants
opened in the Company's U.S. portfolio and more than 30 are currently
scheduled to open in 2013.

Acquisition Activity

On December 5, 2012, the Company announced completion of the acquisition of
outlet centers in Grand Prairie, Texas and Livermore, California. Simon now
owns 100% of each asset.

  oThe 417,000 square foot Grand Prairie center, serving the Dallas-Fort
    Worth metropolitan area, is home to more than 100 leading designer and
    name brand outlet stores. The center opened in August of 2012 and is 100%
    leased.
  oThe 512,000 square foot Livermore center, located in the affluent East Bay
    area of San Francisco, is home to 130 leading designer and name brand
    outlet stores. The center opened in November of 2012 and is 100% leased.
  oSimon has assumed management responsibilities for the centers which have
    been rebranded Grand Prairie Premium Outlets and Livermore Premium
    Outlets.

During the fourth quarter of 2012, the Company and Institutional Mall
Investors ("IMI"), the co-investment venture owned by an affiliate of Miller
Capital Advisory, Inc. and The California Public Employees' Retirement System
("CalPERS"), formed a joint venture to own and operate The Shops at Mission
Viejo ("Mission Viejo") in the Los Angeles suburb of Mission Viejo,
California, and Woodfield Mall ("Woodfield") in the Chicago suburb of
Schaumburg, Illinois. Simon and IMI each own 50% of Woodfield and Simon owns
51% of Mission Viejo and IMI owns the remaining 49%. Prior to formation of the
joint venture, Simon owned 100% of Mission Viejo and IMI owned 100% of
Woodfield. Simon is responsible for leasing and management for both
properties.

Mission Viejo is a 1.2 million square foot center anchored by Nordstrom and
Macy's. Woodfield is a 2.2 million square foot center anchored by Nordstrom,
Macy's, Lord & Taylor, JCPenney and Sears.

Woodfield is encumbered by a $425 million mortgage loan which matures in March
of 2024 and bears interest at 4.5%. In January of 2013, the joint venture
closed a $295 million mortgage on Mission Viejo which bears interest at 3.61%
and matures in February of 2023.

Capital Markets

On December17, 2012, the Company's majority-owned operating partnership
subsidiary, Simon Property Group, L.P. (the "Operating Partnership"), closed
two debt offerings:

  oA public offering of $500 million principal amount of 2.75% senior
    unsecured notes due February 1, 2023 and
  oA private offering of $750 million principal amount of 1.50% senior
    unsecured notes due February 1, 2018 to "qualified institutional buyers"
    pursuant to Rule144A under the Securities Act of 1933, as amended (the
    "Securities Act"), and to non-U.S. persons outside the UnitedStates in
    reliance on RegulationS under the Securities Act.

The coupons for the bonds represent the lowest rates ever achieved for 10 year
and 5 year bonds issued by a real estate investment trust.

2013 Guidance

The Company estimates that FFO will be within a range of $8.40 to $8.50 per
diluted share for the year ending December 31, 2013, and diluted net income
will be within a range of $3.55 to $3.65 per share.

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



For the year ending December 31, 2013
                                                                   Low   High
                                                                   End   End
Estimated diluted net income available to common stockholders per  $3.55 $3.65
share
Depreciation and amortization including the Company's share of     4.85  4.85
joint ventures
Estimated diluted FFO per share        $8.40 $8.50



The 2013 guidance reflects management's view of current and future market
conditions, including assumptions with respect to rental rates, occupancy
levels, capital spend on new and redevelopment activities, and the earnings
impact of the events referenced in this release and previously disclosed. The
guidance also reflects management's view of future capital market conditions,
which is generally consistent with the current forward rates for LIBOR and
U.S. Treasury bonds. The guidance takes into account the impact of all
transactions that have already occurred, but does not assume any additional
acquisition or disposition transactions. By definition, FFO does not include
real estate-related depreciation and amortization or gains or losses resulting
from the sale or disposal of, or impairment charges relating to, previously
depreciated operating properties. This guidance is a forward-looking statement
and is subject to the risks and other factors described elsewhere in this
release.

Conference Call

The Company will provide an online simulcast of its quarterly conference call
at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com.
To listen to the live call, please go to any of these websites at least
fifteen minutes prior to the call to register, download and install any
necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New
York time) today, February 4, 2013. An online replay will be available for
approximately 90 days at www.simon.com, www.earnings.com, and
www.streetevents.com. A fully searchable podcast of the conference call will
also be available at www.REITcafe.com.

Supplemental Materials and Website

The Company has prepared a supplemental information package which is available
at www.simon.com in the Investors section, Financial Information tab. It has
also been 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.

We routinely post important information for investors on our website,
www.simon.com, in the "Investors" section. We use this website as a means of
disclosing material, non-public information and for complying with our
disclosure obligations under Regulation FD. Accordingly, investors should
monitor the Investor Relations section of our website, in addition to
following our press releases, SEC filings, public conference calls,
presentations and webcasts. The information contained on, or that may be
accessed through, our website is not incorporated by reference into, and is
not a part of, this document.

Non-GAAP Financial Measures

This press release includes FFO and comparable property net operating income
growth, which are financial performance measures not defined by accounting
principles generally accepted in the United States ("GAAP"). Reconciliations
of these measures to the most directly comparable GAAP measures are included
within this press release or the Company's supplemental information package.
FFO and comparable property net operating income growth are financial
performance measures widely used in the REIT industry. Our computation of
these non-GAAP measures may not be the same as similar measures reported by
other REITs.

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 its expectations will be attained, and it is
possible that actual results may differ materially from those indicated by
these forward‑looking statements due to a variety of risks, uncertainties and
other factors. Such factors include, but are not limited to: the Company's
ability to meet debt service requirements, the availability and terms of
financing, changes in the Company's credit rating, changes in market rates of
interest and foreign exchange rates for foreign currencies, changes in value
of investments in foreign entities, the ability to hedge interest rate and
currency risk, risks associated with the acquisition, development, expansion,
leasing and management 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, intensely competitive market environment in the
retail industry, risks related to international activities, insurance costs
and coverage, terrorist activities, changes in economic and market conditions
and maintenance of our status as a real estate investment trust. The Company
discusses these and other risks and uncertainties under the heading "Risk
Factors" in its annual and quarterly periodic reports filed with the SEC. The
Company may update that discussion in its periodic reports, but otherwise the
Company undertakes no duty or obligation to update or revise these
forward‑looking statements, whether as a result of new information, future
developments, or otherwise.

Simon Property Group

Simon Property Group, Inc. (NYSE:SPG) is an S&P 100 company and the largest
real estate company in the world. The Company currently owns or has an
interest in 328 retail real estate properties in North America and Asia
comprising 243 million square feet. We are headquartered in Indianapolis,
Indiana and employ approximately 5,500 people in the U.S. For more
information, visit the Simon Property Group website at www.simon.com.



Simon Property Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
                                For the Three Months  For the Twelve Months
                                Ended December 31,    Ended December 31,
                                2012       2011       2012         2011
REVENUE:
 Minimum rent                  $ 808,533  $ 706,099  $ 3,015,866  $ 2,664,724
 Overage rent                  85,449     65,068     195,726      140,842
 Tenant reimbursements         361,006    315,916    1,340,307    1,177,269
 Management fees and other     35,438     35,009     128,366      128,010
revenues
 Other income                  54,005     49,245     199,819      195,587
 Total revenue               1,344,431  1,171,337  4,880,084    4,306,432
EXPENSES:
 Property operating            116,619    105,559    469,755      436,571
 Depreciation and amortization 350,353    277,536    1,257,569    1,065,946
 Real estate taxes             108,094    95,803     419,267      369,755
 Repairs and maintenance       37,306     33,539     116,168      113,496
 Advertising and promotion     41,028     34,383     118,790      107,002
 Provision for credit losses   7,538      3,325      12,809       6,505
 Home and regional office      28,907     37,583     123,926      128,618
costs
 General and administrative    14,358     14,705     57,144       46,319
 Marketable and non-marketable
securities charges
 and realized gains, net     (6,426)    -          (6,426)      -
 Other                         32,056     32,515     90,482       89,066
 Total operating expenses    729,833    634,948    2,659,484    2,363,278
OPERATING INCOME                614,598    536,389    2,220,600    1,943,154
Interest expense                (291,492)  (246,507)  (1,127,025)  (983,526)
Income and other taxes          (6,008)    (4,185)    (15,880)     (11,595)
Income from unconsolidated      35,294     31,677     131,907      81,238
entities
Gain upon acquisition of
controlling interests, sale
or disposal of assets and
interests in unconsolidated
entities, and impairment
charge on investment in
unconsolidated entities,   18,104     124,557    510,030      216,629
net ^(A)
CONSOLIDATED NET INCOME         370,496    441,931    1,719,632    1,245,900
Net income attributable to      54,279     78,167     285,136      221,101
noncontrolling interests
Preferred dividends             834        834        3,337        3,337
NET INCOME ATTRIBUTABLE TO      $ 315,383  $ 362,930  $ 1,431,159  $ 1,021,462
COMMON STOCKHOLDERS
BASIC EARNINGS PER COMMON
SHARE:
 Net income attributable to  $ 1.01     $ 1.24     $ 4.72       $ 3.48
common stockholders
DILUTED EARNINGS PER COMMON
SHARE:
 Net income attributable to  $ 1.01     $ 1.24     $ 4.72       $ 3.48
common stockholders





Simon Property Group, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
                                                   December 31,  December 31,
                                                   2012          2011
ASSETS:
 Investment properties at cost                  $ 34,252,521  $ 29,657,046
 Less - accumulated depreciation            9,068,388     8,388,130
                                                   25,184,133    21,268,916
 Cash and cash equivalents                      1,184,518     798,650
 Tenant receivables and accrued revenue, net    521,301       486,731
 Investment in unconsolidated entities, at      2,108,966     1,378,084
equity
 Investment in Klepierre, at equity             2,016,954     -
 Deferred costs and other assets                1,570,734     1,633,544
 Notes receivable from related party            -             651,000
 Total assets                               $ 32,586,606  $ 26,216,925
LIABILITIES:
 Mortgages and other indebtedness               $ 23,113,007  $ 18,446,440
 Accounts payable, accrued expenses,            1,374,172     1,091,712
intangibles, and deferred revenues
 Cash distributions and losses in partnerships  724,744       695,569
and joint ventures, at equity
 Other liabilities                              303,588       170,971
 Total liabilities                          25,515,511    20,404,692
Commitments and contingencies
Limited partners' preferred interest in the
Operating Partnership and noncontrolling
 redeemable interests in properties             178,006       267,945
EQUITY:
Stockholders' Equity
 Capital stock (850,000,000 total shares
authorized, $ 0.0001 par value, 238,000,000
 shares of excess common stock, 100,000,000
authorized shares of preferred stock):
 Series J 8 3/8% cumulative redeemable preferred stock,
1,000,000 shares authorized,
 796,948 issued and outstanding with a  44,719        45,047
liquidation value of $ 39,847
 Common stock, $ 0.0001 par value, 511,990,000 shares
authorized, 313,658,419 and
 297,725,698 issued and outstanding,    31            30
respectively
 Class B common stock, $ 0.0001 par value,
10,000 shares authorized, 8,000
 issued and outstanding                 -             -
 Capital in excess of par value                 9,175,724     8,103,133
 Accumulated deficit                            (3,083,190)   (3,251,740)
 Accumulated other comprehensive loss           (90,900)      (94,263)
 Common stock held in treasury at cost,         (135,781)     (152,541)
3,762,595 and 3,877,448 shares, respectively
 Total stockholders' equity                 5,910,603     4,649,666
Noncontrolling interests                           982,486       894,622
 Total equity                               6,893,089     5,544,288
 Total liabilities and equity               $ 32,586,606  $ 26,216,925





Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Statements of Operations
(Dollars in thousands)
                             For the Three Months     For the Twelve Months
                             Ended December 31,       Ended December 31,
                             2012         2011        2012         2011
Revenue:
 Minimum rent               $ 395,853    $ 377,046   $ 1,487,554  $ 1,424,038
 Overage rent               47,987       46,708      176,609      140,822
 Tenant reimbursements      182,866      170,077     691,564      660,354
 Other income               50,012       43,669      171,698      150,949
 Total revenue            676,718      637,500     2,527,425    2,376,163
Operating Expenses:
 Property operating         125,375      120,537     477,338      460,235
 Depreciation and           132,487      124,449     506,820      485,794
amortization
 Real estate taxes          46,121       39,777      178,739      167,608
 Repairs and maintenance    19,894       18,266      65,163       64,271
 Advertising and promotion  15,575       13,529      55,175       50,653
 Provision for credit       2,071        871         1,824        4,496
losses
 Other                      42,376       38,345      170,510      148,110
 Total operating expenses 383,899      355,774     1,455,569    1,381,167
Operating Income             292,819      281,726     1,071,856    994,996
Interest expense             (147,818)    (152,015)   (599,400)    (593,408)
Loss from unconsolidated     (316)        (208)       (1,263)      (1,263)
entities
Income from Continuing       144,685      129,503     471,193      400,325
Operations
Income (loss) from
operations of discontinued
 joint venture interests    457          (18,503)    (20,311)     (57,961)
(Loss) gain on disposal of   (450)        332,078     (5,354)      347,640
discontinued operations, net
Net Income                   $ 144,692    $ 443,078   $ 445,528    $ 690,004
Third-Party Investors' Share $ 76,823     $ 232,643   $ 239,931    $ 384,384
of Net Income
Our Share of Net Income      67,869       210,435     205,597      305,620
Amortization of Excess       (28,341)     (12,730)    (83,400)     (50,562)
Investment ^(B)
Our Share of (Gain) Loss on
Sale or Disposal of Assets
 and Interests in           -            (166,028)   9,245        (173,820)
Unconsolidated Entities, net
Income from Unconsolidated   $ 39,528     $ 31,677    $ 131,442    $ 81,238
Entities ^(C)
Note: The above financial presentation does not include any information
related to our investment in Klepierre S.A. ("Klepierre").
For additional information, see footnote C attached hereto.





Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Balance Sheets
(Dollars in thousands)
                                                    December 31,  December 31,
                                                    2012          2011
Assets:
Investment properties, at cost                      $ 14,607,291  $ 20,481,657
Less - accumulated depreciation                     4,926,511     5,264,565
                                                    9,680,780     15,217,092
Cash and cash equivalents                           619,546       806,895
Tenant receivables and accrued revenue, net         252,774       359,208
Investment in unconsolidated entities, at equity    39,589        133,576
Deferred costs and other assets                     438,399       526,101
Total assets                                        $ 11,031,088  $ 17,042,872
Liabilities and Partners' Deficit:
Mortgages and other indebtedness                    $ 11,584,863  $ 15,582,321
Accounts payable, accrued expenses, intangibles,    672,483       775,733
and deferred revenue
Other liabilities                                   447,132       981,711
Total liabilities                                   12,704,478    17,339,765
Preferred units                                     67,450        67,450
Partners' deficit                                   (1,740,840)   (364,343)
Total liabilities and partners' deficit             $ 11,031,088  $ 17,042,872
Our Share of:
Partners' deficit                                   $ (799,911)   $ (32,000)
Add: Excess Investment (B)                          2,184,133     714,515
Our net Investment in unconsolidated entities       $ 1,384,222   $ 682,515
Note: The above financial presentation does not include any information
related to our investment in
 Klepierre. For additional information, see
footnote C attached hereto.





Simon Property Group, Inc. and Subsidiaries
Unaudited Reconciliation of Non-GAAP Financial Measures (D)
(Amounts in thousands, except per share amounts)
Reconciliation of Consolidated Net Income to FFO
                              For the Three Months  For the Twelve Months
                              Ended                 Ended
                              December 31,          December 31,
                              2012       2011       2012         2011
Consolidated Net Income (E)   $       $       $           $ 
(F) (G) (H)                   370,496    441,931    1,719,632   1,245,900
Adjustments to Arrive at
FFO:
    Depreciation and
    amortization from
    consolidated
     properties          346,594    270,081    1,242,741    1,047,571
    Simon's share of
    depreciation and
    amortization from
     unconsolidated
    entities, including       134,692    98,009     456,011      384,367
    Klepierre
    Gain upon acquisition of
    controlling interests,
    sale or disposal
     of assets and
    interests in
    unconsolidated entities,
    and
     impairment charge on
    investment in             (18,104)   (124,557)  (510,030)    (216,629)
    unconsolidated entities,
    net
    Net income attributable
    to noncontrolling
    interest holders in
     properties           (2,092)    (2,679)    (8,520)      (8,559)
    Noncontrolling interests
    portion of depreciation   (2,831)    (2,553)    (9,667)      (8,633)
    and amortization
    Preferred distributions   (1,313)    (1,313)    (5,252)      (5,252)
    and dividends
FFO of the Operating          $       $       $           $ 
Partnership                   827,442    678,919    2,884,915   2,438,765
Diluted net income per share
to diluted FFO per share
reconciliation:
Diluted net income per share  $      $      $       $     
                                1.01    1.24   4.72       3.48
    Depreciation and
    amortization from
    consolidated properties
     and Simon's share of
    depreciation and
    amortization from
     unconsolidated
    entities, including
    Klepierre, net of
    noncontrolling
     interests portion of
    depreciation and          1.33       1.02       4.67         4.02
    amortization
    Gain upon acquisition of
    controlling interests,
    sale or disposal
     of assets and
    interests in
    unconsolidated entities,
    and
     impairment charge on
    investment in             (0.05)     (0.35)     (1.41)       (0.61)
    unconsolidated entities,
    net
Diluted FFO per share         $      $      $       $     
                                2.29    1.91   7.98       6.89
Details for per share
calculations:
FFO of the Operating          $       $       $           $ 
Partnership                   827,442    678,919    2,884,915   2,438,765
Diluted FFO allocable to      (119,633)  (116,424)  (464,567)    (416,833)
unitholders
Diluted FFO allocable to      $       $       $           $ 
common stockholders           707,809    562,495    2,420,348   2,021,932
Basic weighted average shares 309,417    293,822    303,137      293,504
outstanding
Adjustments for dilution
calculation:
 Effect of stock options    1          11         1            69
Diluted weighted average      309,418    293,833    303,138      293,573
shares outstanding
Weighted average limited      52,297     60,816     58,186       60,522
partnership units outstanding
Diluted weighted average      361,715    354,649    361,324      354,095
shares and units outstanding
Basic FFO per Share           $      $      $       $     
                                2.29    1.91   7.98       6.89
 Percent Change            19.9%                 15.8%
Diluted FFO per Share         $      $      $       $     
                                2.29    1.91   7.98       6.89
 Percent Change            19.9%                 15.8%





Simon Property Group, Inc. and Subsidiaries
Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures
Notes:
      Primarily consists of 2012 and 2011 non-cash gains resulting from our
(A)   acquisition activity and the remeasurement of our previously held
      interest to fair value for those properties in which we now have a
      controlling interest.
      Excess investment represents the unamortized difference of the Company's
(B)   investment over equity in the underlying net assets of the related
      partnerships and joint ventures shown therein. The Company generally
      amortizes excess investment over the life of the related properties.
      The Unaudited Joint Venture Statements of Operations do not include any
      operations or our share of net income or excess investment amortization
      related to our investment in Klepierre. Amounts included in Footnotes E
(C)   - H below exclude our share of related activity for our investment in
      Klepierre. For further information, reference should be made to
      financial information in Klepierre's public filings and additional
      discussion and analysis in our Form 10-K.
      This report contains measures of financial or operating performance that
      are not specifically defined by GAAP, including FFO and FFO per share.
      FFO is a performance measure that is standard in the REIT business. We
      believe FFO provides investors with additional information concerning
(D)   our operating performance and a basis to compare our performance with
      those of other REITs. We also use these measures internally to monitor
      the operating performance of our portfolio. Our computation of these
      non-GAAP measures may not be the same as similar measures reported by
      other REITs.
      The Company determines FFO based upon the definition set forth by the
      National Association of Real Estate Investment Trusts ("NAREIT"). The
      Company determines FFO to be our share of 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 or
      disposals of, or any impairment charges related to, previously
      depreciated operating properties, 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 changes, or
      a gain or loss resulting from the sale or disposal of, or any impairment
      charges relating to, previously depreciated operating properties. We
      include in FFO gains and losses realized from the sale of land, outlot
      buildings, marketable and non-marketable securities, and investment
      holdings of non-retail 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.
      Includes the Company's share of gains on land sales of $7.9 million and
(E)   $1.7 million for the three months ended December 31, 2012 and 2011,
      respectively, and $19.6 million and $6.2 million for the twelve months
      ended December 31, 2012 and 2011, respectively.
      Includes the Company's share of straight-line adjustments to minimum
      rent of $12.6 million and $11.0 million for the three monthsended
(F)   December 31, 2012 and 2011, respectively, and $44.3 million and $37.2
      million for the twelve months ended December 31, 2012 and 2011,
      respectively.
      Includes the Company's share of the amortization of fair market value of
      leases from acquisitions of $4.8 million and $5.2 millionfor the three
(G)   months ended December 31, 2012 and 2011, respectively, and $21.0 million
      and $22.9 million for the twelve months ended December 31, 2012 and
      2011, respectively.
      Includes the Company's share of debt premium amortization of $12.1
(H)   million and $3.0 million for the three months endedDecember 31, 2012
      and 2011, respectively, and $41.8 million and $10.0 million for the
      twelve months ended December 31, 2012 and 2011, respectively.



SOURCE Simon Property Group, Inc.

Website: http://www.simon.com
Contact: Investors: Shelly Doran, +1-317-685-7330; or Media: Les Morris
+1-317-263-7711