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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization)

001-14469
(Commission File No.)

046268599
(I.R.S. Employer Identification No.)

National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(Address of principal executive offices)

(317) 636-1600
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            YES    ý        NO    o

Indicate by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934).            YES    ý        NO    o

As of July 28, 2004, 208,134,568 shares of common stock, par value $0.0001 per share, 8,000 shares of Class B common stock, par value $0.0001 per share, and 4,000 shares of Class C common stock, par value $0.0001 per share of Simon Property Group, Inc. were outstanding.





SIMON PROPERTY GROUP, INC.

FORM 10-Q

INDEX

 
 
   
  Page

Part I — Financial Information    

 

Item 1.

 

Unaudited Financial Statements

 

 

 

Simon Property Group, Inc.:

 

 

 

 

 

Balance Sheets as of June 30, 2004 and December 31, 2003

 

3

 

 

 

Statements of Operations and Comprehensive Income for the three-month and six-month periods ended June 30, 2004 and 2003

 

4

 

 

 

Statements of Cash Flows for the six-month periods ended June 30, 2004 and 2003

 

5

 

 

 

Condensed Notes to Financial Statements

 

6

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

Item 3.

 

Qualitative and Quantitative Disclosure About Market Risk

 

26

 

Item 4.

 

Controls and Procedures

 

26

Part II — Other Information

 

 

 

Items 1 through 6

 

26

Signatures

 

29

2


Simon Property Group, Inc.
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except share amounts)

 
  June 30, 2004
  December 31, 2003
 
ASSETS:              
  Investment properties, at cost   $ 16,021,671   $ 14,971,823  
    Less — accumulated depreciation     2,855,549     2,556,578  
   
 
 
      13,166,122     12,415,245  
    Cash and cash equivalents     519,070     535,623  
    Tenant receivables and accrued revenue, net     285,756     305,200  
    Investment in unconsolidated entities, at equity     1,641,205     1,811,773  
    Deferred costs, other assets, and minority interest, net     651,957     616,880  
   
 
 
      Total assets   $ 16,264,110   $ 15,684,721  
   
 
 

LIABILITIES:

 

 

 

 

 

 

 
    Mortgages and other indebtedness   $ 11,051,380   $ 10,266,388  
    Accounts payable, accrued expenses, and deferred revenues     674,106     667,610  
    Cash distributions and losses in partnerships and joint ventures, at equity     24,532     14,412  
    Other liabilities, minority interest and accrued dividends     232,011     280,414  
   
 
 
      Total liabilities     11,982,029     11,228,824  
   
 
 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP

 

 

774,697

 

 

859,050

 

LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP

 

 

258,220

 

 

258,220

 

SHAREHOLDERS' EQUITY:

 

 

 

 

 

 

 
 
CAPITAL STOCK (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock (Note 7)):

 

 

 

 

 

 

 
   
All series of preferred stock, 100,000,000 shares authorized, 12,000,000 and 12,078,012 issued and outstanding, respectively. Liquidation values $375,000 and $376,950, respectively.

 

 

365,771

 

 

367,483

 
   
Common stock, $.0001 par value, 400,000,000 shares authorized, 208,131,505 and 200,876,552 issued and outstanding, respectively

 

 

21

 

 

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

 

 

4,189,362

 

 

4,121,332

 
 
Accumulated deficit

 

 

(1,243,556

)

 

(1,097,317

)
 
Accumulated other comprehensive income

 

 

18,141

 

 

12,586

 
 
Unamortized restricted stock award

 

 

(28,057

)

 

(12,960

)
 
Common stock held in treasury at cost, 2,098,555 shares

 

 

(52,518

)

 

(52,518

)
   
 
 
     
Total shareholders' equity

 

 

3,249,164

 

 

3,338,627

 
   
 
 

 

 

$

16,264,110

 

$

15,684,721

 
   
 
 

The accompanying notes are an integral part of these statements.

3


Simon Property Group, Inc.
Unaudited Consolidated Statements of Operations and Comprehensive Income
(Dollars in thousands, except per share amounts)

 
  For the Three Months Ended June 30,
  For the Six Months Ended June 30,
 
 
  2004
  2003
  2004
  2003
 
REVENUE:                          
  Minimum rent   $ 362,008   $ 330,997   $ 716,906   $ 657,676  
  Overage rent     8,549     6,884     18,030     14,902  
  Tenant reimbursements     178,073     166,858     351,868     326,174  
  Management fees and other revenues     18,490     21,274     36,403     40,100  
  Other income     34,463     30,214     61,677     51,180  
   
 
 
 
 
    Total revenue     601,583     556,227     1,184,884     1,090,032  
   
 
 
 
 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Property operating     86,574     81,169     171,433     158,561  
  Depreciation and amortization     145,513     122,831     283,607     243,535  
  Real estate taxes     60,407     57,743     120,620     109,389  
  Repairs and maintenance     20,388     20,352     42,822     42,613  
  Advertising and promotion     12,758     12,245     25,384     23,688  
  Provision for credit losses     3,306     4,059     6,738     8,401  
  Home and regional office costs     21,267     20,130     42,232     38,883  
  General and administrative     3,460     4,030     7,023     7,073  
  Other     7,709     6,018     16,602     11,972  
   
 
 
 
 
    Total operating expenses     361,382     328,577     716,461     644,115  
   
 
 
 
 

OPERATING INCOME

 

 

240,201

 

 

227,650

 

 

468,423

 

 

445,917

 
Interest expense     156,946     151,261     310,332     302,458  
   
 
 
 
 
Income before minority interest     83,255     76,389     158,091     143,459  
Minority interest     (3,820 )   (586 )   (4,681 )   (2,419 )
Gain (loss) on sales of assets and other, net     11,619         (1,881 )   23  
Income tax expense of taxable REIT subsidiaries     (6,632 )   (2,064 )   (8,642 )   (4,027 )
   
 
 
 
 
Income before unconsolidated entities     84,422     73,739     142,887     137,036  
Income from unconsolidated entities     19,836     25,594     36,908     46,974  
   
 
 
 
 
Income from continuing operations     104,258     99,333     179,795     184,010  
Results of operations from discontinued operations     (809 )   1,499     (770 )   4,888  
Gain (loss) on disposal or sale of discontinued operations, net     197     (17,010 )   288     (12,758 )
   
 
 
 
 
Income before allocation to limited partners     103,646     83,822     179,313     176,140  

LESS:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Limited partners' interest in the Operating Partnership     20,201     15,012     34,776     33,673  
  Preferred distributions of the Operating Partnership     4,900     2,835     9,805     5,670  
   
 
 
 
 

NET INCOME

 

 

78,545

 

 

65,975

 

 

134,732

 

 

136,797

 
Preferred dividends     (7,834 )   (15,683 )   (15,670 )   (31,365 )
   
 
 
 
 

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

 

$

70,711

 

$

50,292

 

$

119,062

 

$

105,432

 
   
 
 
 
 

BASIC EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Income from continuing operations   $ 0.34   $ 0.33   $ 0.58   $ 0.59  
    Discontinued operations         (0.06 )       (0.03 )
   
 
 
 
 
    Net income   $ 0.34   $ 0.27   $ 0.58   $ 0.56  
   
 
 
 
 

DILUTED EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Income from continuing operations   $ 0.34   $ 0.32   $ 0.58   $ 0.59  
    Discontinued operations         (0.06 )       (0.03 )
   
 
 
 
 
    Net income   $ 0.34   $ 0.26   $ 0.58   $ 0.56  
   
 
 
 
 
  Net Income   $ 78,545   $ 65,975   $ 134,732   $ 136,797  
  Unrealized gain (loss) on interest rate hedge agreements     2,203     375     2,929     15,919  
  Net (income) loss on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense     (812 )   (1,175 )   (2,117 )   (2,595 )
  Currency translation adjustment     1,174     (2,344 )   5,223     (2,391 )
  Other     (664 )   1,607     (480 )   2,293  
   
 
 
 
 
  Comprehensive Income   $ 80,446   $ 64,438   $ 140,287   $ 150,023  
   
 
 
 
 

The accompanying notes are an integral part of these statements.

4


Simon Property Group, Inc.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)

 
  For the Six Months Ended June 30,
 
 
  2004
  2003
 
CASH FLOWS FROM OPERATING ACTIVITIES:              
  Net income   $ 134,732   $ 136,797  
    Adjustments to reconcile net income to net cash provided by operating activities —              
      Depreciation and amortization     290,250     251,710  
      Loss (Gain) on sales of assets and other, net     1,881     (23 )
      (Gain) Loss on disposal or sale of discontinued operations, net     (288 )   12,758  
      Limited partners' interest in the Operating Partnership     34,776     33,673  
      Preferred distributions of the Operating Partnership     9,805     5,670  
      Straight-line rent     (2,153 )   (2,486 )
      Minority interest     4,681     2,419  
      Minority interest distributions     (38,811 )   (2,638 )
      Equity in income of unconsolidated entities     (36,908 )   (46,974 )
      Distributions of income from unconsolidated entities     41,635     39,535  
    Changes in assets and liabilities —              
      Tenant receivables and accrued revenue     25,366     70,790  
      Deferred costs and other assets     (25,736 )   (49,189 )
      Accounts payable, accrued expenses, deferred revenues and other liabilities     (119,740 )   (131,650 )
   
 
 
        Net cash provided by operating activities     319,490     320,392  
   
 
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 
  Acquisitions     (573,455 )   (224,394 )
  Capital expenditures, net     (228,622 )   (113,016 )
  Cash from acquisitions     3,966      
  Cash from the consolidation of joint ventures and the Management Company     2,507     48,910  
  Net proceeds from sale of assets, partnership interests, and discontinued operations     32,320     71,911  
  Investments in unconsolidated entities     (24,273 )   (37,306 )
  Distributions of capital from unconsolidated entities and other     90,661     57,361  
   
 
 
    Net cash used in investing activities     (696,896 )   (196,534 )
   
 
 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 
  Proceeds from sales of common and preferred stock     4,057     4,555  
  Repurchase of preferred stock and limited partner units     (10,084 )    
  Minority interest contributions     35,173      
  Preferred distributions of the Operating Partnership     (9,805 )   (5,670 )
  Preferred dividends and distributions to shareholders     (281,330 )   (256,352 )
  Distributions to limited partners     (76,501 )   (74,686 )
  Mortgage and other indebtedness proceeds, net of transaction costs     2,430,467     1,337,864  
  Mortgage and other indebtedness principal payments     (1,731,124 )   (1,175,290 )
   
 
 
    Net cash provided by (used in) financing activities     360,853     (169,579 )
   
 
 

DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(16,553

)

 

(45,721

)
CASH AND CASH EQUIVALENTS, beginning of period     535,623     397,129  
   
 
 
CASH AND CASH EQUIVALENTS, end of period   $ 519,070   $ 351,408  
   
 
 

The accompanying notes are an integral part of these statements.

5


SIMON PROPERTY GROUP, INC.

Condensed Notes to Unaudited Financial Statements

(Dollars in thousands, except share and per share amounts and where indicated as in millions or billions)

1.    Organization

            Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all but one of our real estate properties. In these notes to unaudited financial statements, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and their subsidiaries.

            We are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of regional malls and community shopping centers. As of June 30, 2004, we owned or held an interest in 247 income-producing properties in North America, which consisted of 176 regional malls, 67 community shopping centers, and four office and mixed-use properties in 37 states, Canada and Puerto Rico (collectively, the "Properties", and individually, a "Property"). Mixed-use properties are properties that include a combination of retail, office, and/or hotel components. We also own interests in four parcels of land held for future development (together with the Properties, the "Portfolio"). In addition, we have ownership interests in 48 shopping centers in Europe (France, Italy, Poland and Portugal).

            M.S. Management Associates, Inc. (the "Management Company") is a wholly-owned subsidiary that provides leasing, management, and development services to most of the Properties. In addition, insurance subsidiaries of the Management Company insure the self-insured retention portion of our general liability program and the deductible associated with our workers' compensation programs. In addition, they provide reinsurance for the primary layer of general liability coverage to our third party maintenance providers while performing services under contract with us. Third party providers provide coverage above the insurance subsidiaries' limits.

2.    Basis of Presentation

            The accompanying financial statements are unaudited. However, we prepared the accompanying financial statements in accordance with accounting principles generally accepted in the United States for interim financial information, the rules and regulations of the Securities and Exchange Commission, and the accounting policies described in our financial statements for the year ended December 31, 2003 as filed with the Securities and Exchange Commission. They do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements.

            The accompanying unaudited financial statements of Simon Property include Simon Property and its subsidiaries. In our opinion, all adjustments necessary for fair presentation, consisting of only normal recurring adjustments, have been included. We eliminated all significant intercompany amounts. The results for the interim period ended June 30, 2004 are not necessarily indicative of the results to be obtained for the full fiscal year.

            As of June 30, 2004, of our 247 Properties we consolidated 157 wholly-owned Properties and 19 less-than-wholly-owned Properties which we control or which we consolidated in accordance with FIN 46 (see Note 10), and we accounted for 71 Properties using the equity method. We manage the day-to-day operations of 59 of the 71 equity method Properties. We account for our interests in two European joint ventures that hold the 48 shopping centers in Europe using the equity method.

            We allocate net operating results of the Operating Partnership after preferred distributions to third parties and Simon Property based on the partners' respective weighted average ownership interests in the Operating Partnership. Our weighted average ownership interest in the Operating Partnership was as follows:

For the Six Months Ended June 30,
2004
  2003
77.4%   75.2%

6


            Simon Property's ownership interest in the Operating Partnership as of June 30, 2004 was 78.2% and at December 31, 2003 was 76.8%. We adjust the limited partners' interest in the Operating Partnership at the end of each period to reflect their interest in the Operating Partnership.

            Preferred distributions of the Operating Partnership in the accompanying statements of operations and cash flows represent distributions on outstanding preferred units of limited partnership interest.

            The statement of operations and comprehensive income for the period ended June 30, 2003 has been reclassified to reflect the disposition of 14 properties sold during 2003 and the first six months of 2004.

3.    Per Share Data

            We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all dilutive potential common shares were converted into shares at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per share. The effect of dilutive securities amounts presented in the reconciliation below represents the common shareholders' pro rata share of the respective line items in the statements of operations and is after considering the effect of preferred dividends.

 
  For The Three Months Ended June 30,
  For The Six Months Ended June 30,
 
Common Shareholders' share of:
  2004
  2003
  2004
  2003
 
Income from continuing operations   $71,188   $62,005   $119,436   $111,348  
Discontinued operations   (477 ) (11,713 ) (374 ) (5,916 )
   
 
 
 
 
Net Income available to Common Shareholders — Basic   $70,711   $50,292   $119,062   $105,432  
   
 
 
 
 
Effect of dilutive securities:                  
Impact to General Partner's interest in Operating Partnership from all dilutive securities and options   225   1   117   96  
   
 
 
 
 
Net Income available to Common Shareholders — Diluted   $70,936   $50,293   $119,179   $105,528  
   
 
 
 
 
Weighted Average Shares Outstanding — Basic   205,552,968   189,037,143   203,901,447   188,077,203  
Effect of stock options   808,063   790,028   887,742   712,153  
   
 
 
 
 
Weighted Average Shares Outstanding — Diluted   206,361,031   189,827,171   204,789,189   188,789,356  
   
 
 
 
 

            For the period ending June 30, 2004, potentially dilutive securities include certain preferred units of the Operating Partnership and the units of limited partnership interest ("Units") of the Operating Partnership which are exchangeable for common stock. These did not have a dilutive impact on earnings per share.

4.    Cash and Cash Flow Information

            Our balance of cash and cash equivalents as of June 30, 2004 included $86.1 million and as of December 31, 2003 included $175.0 million related to our gift card and certificate programs, which we do not consider available for general working capital purposes.

5.    Investment in Unconsolidated Entities

Real Estate Joint Ventures

            Joint ventures are common in the real estate industry. We use joint ventures to finance properties and diversify our risk in a particular property or trade area. We also use joint ventures in the development of new properties. We held joint venture ownership interests in 71 Properties as of June 30, 2004 and 76 as of December 31, 2003. We also held interests in two joint ventures which owned 48 European shopping centers as of June 30, 2004 and 47 as of December 31, 2003. We account for these Properties on the equity method. Two joint venture properties previously accounted for under the equity method were consolidated upon adoption of FIN 46 (see Note 10). In addition, three joint venture properties previously accounted for under the equity method were consolidated as the result of our purchase of additional ownership interests in them (see Note 9). On December 31, 2003, these five properties

7



accounted for $131.0 million of the carrying value of net investment properties at cost, $152.0 million of total assets, and $118.9 million of mortgages and other indebtedness in the December 31, 2003 balance sheet presented below.

            Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for partners which are customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time, which will result in either the sale of or the use of available cash or borrowings to acquire the joint venture interest.

            Summary financial information of the joint ventures and a summary of our investment in and share of income from such joint ventures follows. This information includes Mall of America (see Note 8). We condensed into a separate line item in the statements of operations joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in the joint venture and as a result, gain unilateral control of the Property. We reclassified the results of operations related to joint venture interests sold or consolidated into "Discontinued Joint Venture Interests", so that we may present results of operations for those joint venture interests held as of June 30, 2004.

 
  June 30,
2004

  December 31,
2003

BALANCE SHEETS        
Assets:        
Investment properties, at cost   $9,945,530   $10,239,929
Less — accumulated depreciation   1,823,968   1,798,564
   
 
    8,121,562   8,441,365
Cash and cash equivalents   277,339   308,781
Tenant receivables   199,466   262,893
Investment in unconsolidated entities   105,459   94,853
Deferred costs and other assets   203,597   227,485
   
 
  Total assets   $8,907,423   $9,335,377
   
 
Liabilities and Partners' Equity:        
Mortgages and other indebtedness   $6,462,866   $6,643,052
Accounts payable, accrued expenses, and deferred revenue   290,649   310,190
Other liabilities   37,555   74,206
   
 
  Total liabilities   6,791,070   7,027,448
Preferred Units   152,450   152,450
Partners' equity   1,963,903   2,155,479
   
 
  Total liabilities and partners' equity   $8,907,423   $9,335,377
   
 
Our Share of:        
Total assets   $3,775,791   $3,861,497
   
 
Partners' equity   902,966   $885,149
Add: Excess Investment, net   713,707   912,212
   
 
Our net Investment in Joint Ventures   $1,616,673   $1,797,361
   
 
Mortgages and other indebtedness   $2,729,805   $2,739,630
   
 

8


            "Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net asset of the joint ventures acquired. We amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

 
  For the Three
Months Ended
June 30,

  For the Six
Months Ended
June 30,

 
STATEMENTS OF OPERATIONS
  2004
  2003
  2004
  2003
 
Revenue:                          
Minimum rent   $ 251,224   $ 212,645   $ 504,987   $ 418,131  
Overage rent     3,890     3,493     9,477     8,756  
Tenant reimbursements     134,144     107,199     263,437     212,975  
Other income     27,248     37,672     48,419     64,996  
   
 
 
 
 
  Total revenue     416,506     361,009     826,320     704,858  

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
Property operating     76,563     58,235     154,937     113,305  
Depreciation and amortization     76,028     62,861     152,850     122,949  
Real estate taxes     36,126     33,239     74,294     68,161  
Repairs and maintenance     19,598     19,370     39,088     37,999  
Advertising and promotion     11,346     8,760     21,348     16,906  
Provision for credit losses     2,508     3,284     5,067     6,036  
Other     21,882     18,708     43,975     35,792  
   
 
 
 
 
  Total operating expenses     244,051     204,457     491,559     401,148  

Operating Income

 

 

172,455

 

 

156,552

 

 

334,761

 

 

303,710

 
Interest Expense     96,006     87,109     192,669     172,561  
   
 
 
 
 

Income Before Minority Interest and Unconsolidated Entities

 

 

76,449

 

 

69,443

 

 

142,092

 

 

131,149

 
Income from unconsolidated entities     (1,612 )   1,896     (2,301 )   4,190  
Minority interest     0     (269 )   0     (361 )
   
 
 
 
 

Income From Continuing Operations

 

 

74,837

 

 

71,070

 

 

139,791

 

 

134,978

 
Results of operations from Discontinued Joint Venture Interests     (800 )   408     (9,493 )   2,664  
Gain on disposal or sale of Discontinued Joint Venture Interests     4,704     0     4,704     0  
   
 
 
 
 

Net Income

 

$

78,741

 

$

71,478

 

$

135,002

 

$

137,642

 
   
 
 
 
 

Third-Party Investors' Share of Net Income

 

$

52,831

 

$

38,537

 

$

85,851

 

$

77,859

 
   
 
 
 
 

Our Share of Net Income

 

$

25,910

 

$

32,941

 

$

49,151

 

$

59,783

 

Amortization of Excess Investment

 

 

6,074

 

 

7,347

 

 

12,243

 

 

12,809

 
   
 
 
 
 

Income from Unconsolidated Entities

 

$

19,836

 

$

25,594

 

$

36,908

 

$

46,974

 
   
 
 
 
 

6.    Debt

            On January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from our $1.25 billion unsecured revolving credit facility ("Credit Facility"). On February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

            On January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed interest rate of 4.90% due January 30, 2014. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion was used for general working capital purposes. On June 11, 2004, we completed an exchange offer in which notes registered under the Securities Act of 1933 were exchanged for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions.

9


            Concurrent with the issuance of the Rule 144A notes, we entered into a five-year variable rate $300.0 million notional amount swap agreement to effectively convert the $300.0 million tranche to floating rate debt at an effective rate of six-month LIBOR. We completed this swap agreement because our amount of variable rate indebtedness as a percent of our total outstanding indebtedness was lower than our desired range.

            On January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property with proceeds from the senior unsecured notes mentioned above. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that matures on February 11, 2014. The balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1, 2004.

            On February 26, 2004, we obtained a $250.0 million unsecured term loan with an initial maturity date of April 1, 2005. The maturity date may be extended, at our option, for two, one-year extension periods. The unsecured term loan bears interest at LIBOR plus 65 basis points. The proceeds from this financing were used to pay off our $65.0 million unsecured term loan that matured on March 15, 2004 and our $150 million unsecured term loan that matured on February 28, 2004. The remaining proceeds were used for general working capital purposes. The $65.0 million unsecured term loan bore interest at LIBOR plus 80 basis points and the $150.0 million unsecured term loan bore interest at LIBOR plus 65 basis points.

            On March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently fund a portion of the Gateway Shopping Center acquisition (see Note 9). The mortgage has an initial maturity date of March 31, 2005 with three, one-year, extensions available at our option.

            On April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently fund a portion of the Montgomery Mall acquisition (see Note 9). The mortgage has an anticipated maturity date of May 11, 2014.

            On May 19, 2004, we secured a $260.0 million mortgage to permanently fund a portion of the Plaza Carolina Mall acquisition (see Note 9). The mortgage consists of two fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with three, one-year, extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

            On June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan. The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 6.20% including the effect of an interest rate protection agreement on $48.1 million of variable-rate debt. The collateralized term loan bore interest at LIBOR plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured fixed-rate mortgages on six of the seven original mortgages totaling $290.0 million. The mortgages have a maturity date of July 1, 2014 and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

7.    Shareholders' Equity

            On March 1, 2004, Simon Property and Melvin Simon, Herbert Simon, David Simon and certain of their affiliates (the "Simons") completed a restructuring transaction for estate and succession planning purposes in which Melvin Simon & Associates, Inc. ("MSA") exchanged 3,192,000 Class B common shares for an equal number of shares of common stock in accordance with our Charter. Those shares continue to be owned by MSA and remain subject to a voting trust under which the Simons are the sole voting trustees. MSA exchanged the remaining 8,000 Class B common shares with David Simon for 8,000 shares of common stock and David Simon's agreement to create a new voting trust under which the Simons as voting trustees, hold and vote the remaining 8,000 shares of Class B common stock acquired by David Simon. As a result, these voting trustees have the authority to elect four of the members of the Board of Directors contingent on the Simons maintaining specified levels of equity ownership in Simon Property, the Operating Partnership and their subsidiaries.

            On March 5, 2004, 380,700 shares of restricted stock were awarded under The Simon Property Group 1998 Stock Incentive Plan at a value of $56.29 per share. On May 10, 2004, 8,400 shares of restricted stock were awarded under The Simon Property Group 1998 Stock Incentive Plan at a value of $45.85 per share. The fair market value of the restricted stock awarded has been deferred and is being amortized over the four year vesting period.

10



            During the first six months of 2004, forty-two limited partners exchanged a total of 3,485,104 units of the Operating Partnership for 3,485,104 shares of common stock.

            We issued 204,623 shares of common stock related to employee stock options exercised during the first six months of 2004. We used the net proceeds from the option exercises of approximately $5.3 million for general working capital purposes.

8.    Commitments and Contingencies

            Litigation

            Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al. On or about November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties.

            Trial on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In the Order, the court found that certain entities and individuals breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remits to us the sum of $81.38 million within nine months of the Order. The court further held that we must disgorge all "net profits" that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court appointed a Special Master to, among other things, calculate "net profits," and, on May 3, 2004, the Special Master issued a memorandum order regarding "net profits." On May 27, 2004, the court affirmed the "net profits" memorandum order ("Net Profits Order"). On June 24, 2004, the court issued an order on a motion for ancillary relief filed by Triple Five ("Ancillary Relief Order"). The Ancillary Relief Order, among other things, found that it was appropriate that we indemnify Triple Five for any "expenses, losses or claims arising out of or connected to Triple Five's purchase of the Operating Partnership's interest in the Mall, in particular claims made by any Simon entity, any Teachers entity, and/or any Mall lender."

            On June 4, 2004, GMAC Commercial Mortgage Corporation, in its capacity as servicer for the Trustee for registered certificate holders of Mall of America Capital Company LLC Miscellaneous Pass-Through Certificates ("MOA Mortgage Lender"), commenced an action in the District Court for the State of Minnesota seeking to enjoin Triple Five's purchase of our one-half partnership interest, alleging that the MOA Mortgage Lender has the right to consent to the purchase. Without waiving any of their respective rights, the parties, including Triple Five and us, have agreed to extend the date by which the purchase must occur to August 7, 2004, to allow time for the MOA Mortgage Lender to grant or withhold its consent to Triple Five's purchase of our interest.

            We disagree with many aspects of the Order, the Ancillary Relief Order and the Net Profits Order. We have appealed the Order to the United States Court of Appeals for the Eighth Circuit. Briefing on the appeal is complete and we are awaiting a date for oral argument. The Eighth Circuit has denied our motion to stay pertinent provisions of the Order pending appeal. We have also appealed the Ancillary Relief Order and the Net Profits Order to the Eighth Circuit. It is not possible to provide any assurance of the ultimate outcome of this litigation.

            As a result of the Order, we initially recorded a $6.0 million loss in 2003. In the first quarter of 2004, as a result of the May 3, 2004 memorandum issued by the Special Master, which has now been affirmed by the court, we recorded an additional loss of $13.5 million that is included in "(Loss) gain on sales of assets and other, net" in the accompanying statements of operations and comprehensive income. We have ceased recording any contribution to

11



either net income or Funds from Operations ("FFO") from the results of operations of Mall of America since September 1, 2003.

            We are currently not subject to any other material litigation other than routine litigation, claims and administrative proceedings arising in the ordinary course of business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations.

            Guarantee of Indebtedness

            Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of June 30, 2004, we have guaranteed or have provided letters of credit to support $57.8 million of our total $2.7 billion share of joint venture mortgage and other indebtedness in the event the joint venture partnership defaults under the terms of the mortgage or other indebtedness. The mortgages and other indebtedness guaranteed are secured by the property of the joint venture partnership, which could be sold in order to satisfy the outstanding obligation.

9.    Real Estate Acquisitions and Dispositions

            On February 5, 2004, we purchased a 95% interest in Gateway Shopping Center in Austin, Texas, for approximately $107.0 million. We initially funded this transaction with borrowings on the Credit Facility and with the issuance of 120,671 units of the Operating Partnership valued at approximately $6.0 million. The purchase accounting for this acquisition is still preliminary.

            On April 1, 2004, we increased our ownership interest in The Mall of Georgia Crossing from 50% to 100% for approximately $26.3 million, including the assumption of our $16.5 million share of debt. As a result of this transaction this Property is now reported as a consolidated entity.

            On April 27, 2004, we increased our ownership in Bangor Mall in Bangor, Maine from 32.6% to 67.6% and increased our ownership in Montgomery Mall in Montgomery, Pennsylvania from 23.1% to 54.4%. We acquired these additional ownership interests from our partner in the properties for approximately $67.0 million, including the assumption of our $16.8 million share of debt. We funded this transaction with the Montgomery Mall mortgage discussed in Note 6 and with borrowings from the Credit Facility. Bangor Mall and Montgomery Mall were previously accounted for under the equity method. These Properties are now consolidated as a result of this acquisition. The purchase accounting for this acquisition is still preliminary.

            On May 4, 2004, we purchased a 100% interest in Plaza Carolina in San Juan, Puerto Rico for approximately $309.0 million. We funded this transaction with the mortgage discussed in Note 6 and with borrowings from the Credit Facility. The purchase accounting for this acquisition is still preliminary.

            On June 21, 2004, we announced that we had signed a definitive agreement to acquire all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea")and its operating partnership subsidiary in a transaction valued at approximately $3.5 billion. In addition, we will also assume Chelsea's existing indebtedness and preferred stock, which totaled approximately $1.3 billion as of March 31, 2004. Chelsea has interests in 60 premium outlet and other shopping centers containing 16.6 million square feet of gross leasable area in 31 states and Japan.

            Under the terms of the agreement we will pay consideration of approximately $66.00 per share for each share of Chelsea's common stock in the form of $36.00 in cash, a fractional share of our common stock, and a fractional share of a new issue of our convertible preferred stock. Chelsea unit holders will receive 100% of their consideration in equity, split between Units and convertible preferred units of the Operating Partnership.

            Consummation of this transaction is subject to approval by the holders of two-thirds of the outstanding shares of Chelsea common stock entitled to vote on the transaction, and approval or consent by the holders of a majority of the Chelsea units entitled to vote on the transaction, the effectiveness of a registration statement covering our shares of common stock and preferred stock to be issued in the transaction and other customary conditions.

12


10.    New Accounting Pronouncements

            In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46"). FIN 46 requires the consolidation of entities that meet the definition of a variable interest entity in which an enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Our joint venture interests in variable interest entities consist of real estate assets and are for the purpose of owning, operating and/or developing real estate. Our property partnerships rely primarily on financing from third party lenders, which is secured by first liens on the Property of the partnership and partner equity. Our maximum exposure to loss as a result of our involvement in these partnerships is represented by the carrying amount of our investments in unconsolidated entities as disclosed on the accompanying balance sheets plus our guarantees of joint venture debt as disclosed in Note 8.

            We adopted FIN 46 on January 1, 2004 for variable interest entities that existed prior to February 1, 2003 and as a result we have consolidated two joint venture properties consisting of two regional malls. The aggregate carrying amount of the investment property for these properties was approximately $165.3 million as of June 30, 2004.

13



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

            You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this quarterly report on Form 10-Q. Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our 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 incidental to the ownership and operation of commercial real estate include, but are not limited to: national, international, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, maintenance of REIT status, the availability of financing, and changes in market rates of interest and fluctuations in exchange rates of foreign currencies. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Overview

            Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). A REIT is a company that owns and, in most cases, operates income-producing real estate such as regional malls, community shopping centers, offices, apartments, and hotels. To qualify as a REIT, a company must distribute at least 90 percent of its taxable income to its shareholders annually. Taxes are paid by shareholders on the dividends received and any capital gains. Most states also follow this federal treatment and do not require REITs to pay state income tax. Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all but one of our real estate properties. In this discussion, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership, and their subsidiaries.

            We are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of regional malls and community shopping centers. As of June 30, 2004, we owned or held an interest in 247 income-producing properties in North America, which consisted of 176 regional malls, 67 community shopping centers, and four office and mixed-use properties in 37 states, Canada and Puerto Rico (collectively, the "Properties", and individually, a "Property"). Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. We also own interests in four parcels of land held for future development (together with the Properties, the "Portfolio"). In addition, we have ownership interests in 48 shopping centers in Europe (France, Italy, Poland and Portugal).

            Operating Philosophy

            We seek growth in our earnings, funds from operations ("FFO"), and cash flow through:

14


            We derive our liquidity primarily from our leases that generate positive net cash flow from operations and distributions from unconsolidated entities that totaled $410.2 million during the first six months of 2004. In addition, we generate the majority of our revenues from leases with retail tenants including:

            Revenues of M.S. Management Associates, Inc. (the "Management Company"), after intercompany eliminations, consist primarily of management, leasing and development fees that are typically based upon the size and revenues of the joint venture property being managed. Finally, we also generate revenues from outlot land sales.

            Results overview

            Our diluted FFO per share increased $0.12 during the first six months of 2004, or 6.5%, to $1.97 per share from $1.85 per share for the same period last year. The increase in FFO per share is due to the performance of our core operations and our acquisition activity and was offset by our share of significant land sales in the prior year. These increases in FFO per share also impacted our diluted earnings per common share but were offset by an increase in depreciation expense, including our share of depreciation from unconsolidated joint ventures, as a result of our acquisition activity. Net, losses from sales of real estate and discontinued operations decreased by $0.02, net of tax. Finally, the conversion of the series B stock in the fall of 2003 was dilutive for FFO purposes and was antidulitive for diluted earnings per share purposes for the six months ended June 30, 2003. All of these items resulted in a change in diluted earnings per common share of $0.02 during the first six months of 2004, or 3.6%, to $0.58 from $0.56 for the same period last year.

            Our core business fundamentals remained healthy during the first six months of 2004. Regional mall comparable sales per square foot ("psf") strengthened during the first six months of 2004, increasing 6.6% to $419 psf from $393 psf the same period in 2003, as the overall economy begins to show signs of recovery and as a result of our ongoing dispositions of lower quality Properties. Our regional mall average base rents increased 4.6% to $32.92 psf as of June 30, 2004 from $31.47 psf as of June 30, 2003. Our regional mall leasing spreads were $6.18 psf as of June 30, 2004 compared to $10.11 psf as of June 30, 2003. The regional mall leasing spread as of June 30, 2004 includes new store leases signed at an average of $38.98 psf initial base rents as compared to $32.80 psf for store leases terminating or expiring in the same period. Our same store leasing spread as of June 30, 2004 was $5.06 or a 13.1% growth rate and is calculated by comparing leasing activity completed in 2004 with the prior tenants rents for those same spaces. Finally, our regional mall occupancy was down 30 basis points to 91.3% as of June 30, 2004 from 91.6% as of June 30, 2003 primarily due to retailer bankruptcy-related closings during the fourth quarter of 2003 and the first six months of 2004. We expect to retenant the majority of these spaces lost to bankruptcy during the remaining months of 2004.

            During the first six months of 2004 we completed acquisitions, increased ownership of core properties and disposed of properties no longer meeting our investment criteria.

15


            In addition, we lowered our overall borrowing rates by 28 basis points during the first six months of 2004 as a result of our financing activities related to indebtedness. Our financing activities were highlighted by the following significant transactions:

            Portfolio Data

            The Portfolio data discussed in this overview includes the following key operating statistics: occupancy; average base rent per square foot; and comparable sales per square foot. We include acquired Properties in this data beginning in the year of acquisition and we do not include any Properties located outside of North America. The following table sets forth these key operating statistics for:

            We believe the total Portfolio data provides you with information helpful in evaluating not only the quality and growth potential of the Portfolio, but also the effectiveness of our management.

 
  June 30,
2004

  % Change
from prior
period

  June 30,
2003

  % Change
from prior
period

 
Regional Malls                  
Occupancy                  
Consolidated   90.9%       91.1%      
Unconsolidated   91.8%       92.4%      
Total Portfolio   91.3%       91.6%      
Average Base Rent per Square Foot                  
Consolidated   $32.01   5.9%   $30.23   4.7%  
Unconsolidated   $34.38   2.7%   $33.49   4.7%  
Total Portfolio   $32.92   4.6%   $31.47   4.8%  
Comparable Sales Per Square Foot                  
Consolidated   $   404   7.6%   $   376   1.5%  
Unconsolidated   $   448   5.2%   $   425   (0.3% )
Total Portfolio   $   419   6.6%   $   393   0.8%  

            Occupancy Levels and Average Base Rents.    Occupancy and average base rent is based on mall and freestanding GLA owned by us ("Owned GLA") at mall and freestanding stores in the regional malls and all tenants at community shopping centers. We believe the continued stability in regional mall occupancy is primarily the result of the overall quality of our Portfolio. The result of the stability in occupancy is a direct or indirect increase in nearly every category of revenue. Our portfolio has maintained high levels of occupancy and increased average base rents in various economic climates.

            Comparable Sales per Square Foot.    Sales volume includes total reported retail sales at Owned GLA in the regional malls and all reporting tenants at community shopping centers. Retail sales at Owned GLA affect revenue and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes, etc.) that tenants can afford to pay.

16


Results of Operations

            In addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and openings affected our consolidated results from continuing operations in the comparative periods:

            In addition to the 2004 acquisitions and dispositions previously discussed, the following acquisitions, dispositions, and openings affected our income from unconsolidated entities in the comparative periods:

            In addition, as a result of the adoption of Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46") on January 1, 2004, we consolidated the operations of two Properties, which were accounted for under the equity method in 2003.

            Our consolidated discontinued operations resulted from the sale of the following Properties in 2003 and 2004:

            For the purposes of the following comparison between the three months ended June 30, 2004 and June 30, 2003, the above transactions, including the impact of the adoption of FIN 46, are referred to as the Property Transactions. On March 14, 2003, we purchased the remaining ownership interest in Forum Shops for $174.0 million in cash and assumed the minority partner's $74.2 million share of debt that impacts minority interest, depreciation expense, and interest expense. In the following discussions of our results of operations, "comparable" refers to Properties open and operating throughout both the current and prior periods.

            Three Months Ended June 30, 2004 vs. Three Months Ended June 30, 2003

            Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $31.9 million during the period. The net effect of the Property Transactions increased minimum rents $24.8 million and the amortization of the fair market value of in-place leases of $4.0 million. Comparable rents increased $3.1 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $4.4 million. In addition, straight line rent decreased comparable rents by $1.4 million. Overage rents increased $1.7 million reflecting strengthening retail sales.

            Management fees and other revenues decreased $2.8 million primarily due to lower insurance revenues from investment earnings. Total other income, excluding consolidated Simon Brand and Simon Business initiatives, was flat during the comparative period.

17



            Consolidated revenues from Simon Brand and Simon Business initiatives increased $6.0 million to $27.5 million from $21.5 million. The increase in revenues is primarily due to:

            The increased revenues from Simon Brand and Simon Business were offset by increases in Simon Brand and Simon Business expenses of $2.1 million in Simon Brand and Simon Business expenses that primarily resulted from increased gift card and other operating expenses included in property operating expenses.

            Tenant reimbursements increased $6.5 million of which the Property Transactions accounted for $12.4 million. Depreciation and amortization expenses increased $22.7 million primarily due to the net effect of the Property Transactions and the Forum Shops acquisition. Other expenses increased $1.7 million primarily due to ground rent expense of $0.9 million attributable to the acquisition of Stanford Shopping Center.

            Interest expense increased $5.7 million due to increased average borrowings as a result of the impact of the unsecured note offering in January of 2004, and financing of acquisition activities in 2003 and 2004. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity and lower variable interest rate levels. Minority interest increased $3.2 million due to our third party partner's interest in Kravco and our third party partner's share of certain land sales offset by our purchase of the minority partner's interest in Forum Shops.

            The gain on sale of assets in 2004 of $11.6 million, $7.2 million net of tax, is primarily due to the sale of our joint venture interest in a hotel property, held by the Management Company, that was acquired as part of the Rodamco acquisition in May 2002.

            Income from unconsolidated entities decreased $5.8 million in 2004 as compared to 2003 resulting from:

            Preferred dividend expense decreased $7.8 million due to the conversion of shares of 6.5% Series B Preferred Stock into common stock in the fourth quarter of 2003. Finally, preferred distributions of the Operating Partnership increased due to the issuance of preferred units in connection with the Kravco acquisition.

            Six Months Ended June 30, 2004 vs. Six Months Ended June 30, 2003

            Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $57.3 million during the period. The net effect of the Property Transactions increased minimum rents $41.4 million and the amortization of the fair market value of in-place leases of $6.6 million. Comparable rents increased $9.3 million. This was primarily due to the leasing of space at higher rents that resulted in an increase in base rents of $9.0 million. In addition, rents from carts, kiosks, and other temporary tenants increased comparable rents by $1.9 million. Straight-line rent decreased comparable rents by $1.6 million. Overage rents increased $3.1 million reflecting strengthening retail sales.

            Management fees and other revenues decreased $3.7 million due to lower leasing and construction fees from joint venture activities, offset by increased development fees. In addition, insurance revenues decreased from investment earnings. Total other income, excluding consolidated Simon Brand and Simon Business initiatives, was flat during the comparative period.

            Consolidated revenues from Simon Brand and Simon Business initiatives increased $14.7 million to $53.7 million from $39.0 million. The increase in revenues is primarily due to:

18


            The increased revenues from Simon Brand and Simon Business were offset by increases in Simon Brand and Simon Business expenses of $4.3 million in property operating expenses and $1.3 million in other expenses. These increases primarily resulted from increased gift card and other operating expenses.

            Tenant reimbursements, excluding Simon Business initiatives, increased $20.9 million of which the Property Transactions accounted for $20.9 million. Depreciation and amortization expenses increased $40.1 million primarily due to the net effect of the Property Transactions and the Forum Shops acquisition. Other expenses increased $4.6 million primarily due to ground rent expense of $2.5 million due to the acquisition of Stanford Shopping Center.

            Interest expense increased $7.9 million due to increased average borrowings as a result of the impact of the unsecured note offering in January of 2004, and financing of acquisition activities in 2003 and 2004. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity and lower variable interest rate levels. Minority interest increased $2.3 million due to our third party partner's interest in Kravco and our third party partner's share of certain land sales offset by our purchase of the minority partner's interest in Forum Shops.

            The net loss on sale of assets in 2004 of $1.9 million includes our estimate of the financial loss to us from complying with the May 3, 2004 memorandum issued by the Special Master related to Mall of America litigation (see Note 8) of $13.5 million. This loss was offset by the $11.6 million gain, $7.2 million net of tax, primarily due to the sale of our joint venture interest in a hotel property, held by the Management Company, which was acquired as part of the Rodamco acquisition in May 2002. Income from unconsolidated entities decreased $10.1 million in 2004 as compared to 2003 resulting from:

            Preferred dividend expense decreased $15.7 million due to the conversion of shares of 6.5% Series B Preferred Stock into common stock in the fourth quarter of 2003. Finally, preferred distributions of the Operating Partnership increased due to the issuance of preferred units in connection with the Kravco acquisition.

Liquidity and Capital Resources

            Our balance of cash and cash equivalents decreased $16.6 million to $519.1 million as of June 30, 2004, including $86.1 million related to our gift card and certificate programs, which we do not consider available for general working capital purposes.

            On June 30, 2004, the Credit Facility had available borrowing capacity of $656.6 million net of outstanding borrowings of $585.0 million and letters of credit of $8.4 million. The Credit Facility bears interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee on the entire $1.25 billion facility and provides for variable grid pricing based upon our corporate credit rating. The Credit Facility has an initial maturity date of April 2005, with an additional one-year extension available at our option. In addition, the Credit Facility has a $100 million EURO sub-tranche that provides availability to borrow Euros at EURIBOR plus 65 basis points and/or dollars at LIBOR plus 65 basis points, at our option, and has the same maturity date as the overall Credit Facility. The amount available under the $100 million EURO sub-tranche will vary with changes in the exchange rate, however, we may also borrow the amount available under this EURO sub-tranche in dollars, if necessary.

            During the first six months of 2004, the maximum amount outstanding under the Credit Facility was $585.0 million and the weighted average amount outstanding was $450.9 million. The weighted average interest rate was 1.69% for the six-month period ended June 30, 2004.

            We and the Operating Partnership also have access to public and private capital markets for our equity and unsecured debt. Finally, we have access to private equity from institutional investors at the Property level. Our current senior unsecured debt ratings are Baa2 by Moody's Investors Service and BBB by Standard & Poor's. Our current corporate rating is BBB+ by Standard & Poor's.

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            Cash Flows

            Our net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $410.2 million. This cash flow includes $24.4 million of excess proceeds from refinancing activities from one unconsolidated joint venture. In addition, we had net proceeds from all of our debt financing and repayment activities of $699.3 million as discussed below in Financing and Debt. We used a portion of these proceeds to fund the acquisitions as discussed below in Acquisitions and Disposals. We also:

            In general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to shareholders necessary to maintain our REIT qualification for 2004 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:

            Financing and Debt

            Unsecured Financing

            On January 20, 2004, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million at a weighted average fixed interest rate of 4.21%. The first tranche is $300.0 million at a fixed interest rate of 3.75% due January 30, 2009 and the second tranche is $200.0 million at a fixed interest rate of 4.90% due January 30, 2014. We received net proceeds of $383.4 million and we exchanged our $113.1 million Floating Rate Mandatory Extension Notes ("MAXES") with the holder. The MAXES were due November 15, 2014 and bore interest at LIBOR plus 80 basis points. The exchange of the MAXES for the notes instruments did not result in a significant modification of the terms in the debt arrangement. We used $277.0 million of the net proceeds to reduce borrowings on the Credit Facility, to unencumber one Property, and the remaining portion was used for general working capital purposes. On June 11, 2004, we completed an exchange offer in which notes registered under the Securities Act of 1933 were exchanged for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions.

            Concurrent with the issuance of the Rule 144A notes, we entered into a five-year variable rate $300.0 million notional amount swap agreement to effectively convert the $300.0 million tranche to floating rate debt at an effective rate of six-month LIBOR. We completed this swap agreement, as our amount of variable rate indebtedness as a percent of our total outstanding was lower than our desired range.

            On January 15, 2004, we paid off $150.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility. On February 9, 2004, we paid off $300.0 million of 6.75% unsecured notes that matured on that date with borrowings from the Credit Facility.

            On February 26, 2004, we obtained a $250.0 million unsecured term loan with an initial maturity date of April 1, 2005. The maturity date may be extended, at our option, for two, one-year extension periods. The unsecured term loan bears interest at LIBOR plus 65 basis points. The proceeds from this financing were used to pay off our $65.0 million unsecured term loan that matured on March 15, 2004 and our $150 million unsecured term loan that matured on February 28, 2004. The remaining proceeds were used for general working capital purposes. The $65.0 million unsecured term loan bore interest at LIBOR plus 80 basis points and the $150.0 million unsecured term loan bore interest at LIBOR plus 65 basis points.

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            Secured Financing

            On January 22, 2004, we paid off a $60.0 million variable rate mortgage, at LIBOR plus 125 basis points, that encumbered one consolidated Property with remaining proceeds from the senior unsecured notes mentioned above. In addition, we refinanced another consolidated mortgaged Property with a $32.0 million 6.05% fixed rate mortgage that matures on February 11, 2014. The balance of the previous mortgage was $34.7 million at a variable rate of LIBOR plus 250 basis points and was scheduled to mature on April 1, 2004.

            On March 31, 2004, we secured a $86.0 million variable rate mortgage, at LIBOR plus 95 basis points, to permanently fund a portion of the Gateway Shopping Center acquisition. The mortgage has an initial maturity date of March 31, 2005 with three, one-year extensions available at our option.

            On April 27, 2004, we secured a $96.0 million fixed rate mortgage at 5.17% to permanently fund a portion of the Montgomery Mall purchase of additional ownership interest. The mortgage has an anticipated maturity date of May 11, 2014.

            On May 19, 2004, we secured a $260.0 million mortgage to permanently fund a portion of the Plaza Carolina Mall acquisition. The mortgage consists of two fixed-rate tranches and three variable-rate tranches. The fixed-rate components total $100 million at a blended rate of 5.10% and have a maturity date of May 9, 2009. The $160.0 million variable-rate components bear interest at LIBOR plus 90 basis points and have an initial maturity of May 9, 2006 with three, one-year, extensions available at our option. The initial weighted average all-in interest rate was approximately 3.2%.

            On June 15, 2004, we refinanced a pool of seven cross-collateralized mortgages totaling $219.4 million with a $220.0 million variable-rate term loan. The original mortgages would have matured on December 15, 2004 and had an effective interest rate of 6.20% including the effect of an interest rate protection agreement on $48.1 million of variable-rate debt. The collateralized term loan bore interest at Libor plus 80 basis points. On June 30, 2004, we refinanced the term loan with individually secured fixed-rate mortgages on six of the seven original mortgages totaling $290.0 million. The mortgages have a maturity date of July 1, 2014 and have a weighted average interest rate of 5.90%. One of the Properties was unencumbered as part of this refinancing.

            Summary of Financing

            Our consolidated debt, after giving effect to outstanding derivative instruments, consisted of the following (dollars in thousands):

Debt Subject to

  Adjusted
Balance as of
June 30, 2004

  Effective
Weighted
Average
Interest Rate

  Adjusted
Balance as of
December 31, 2003

  Effective
Weighted
Average
Interest Rate

 
Fixed Rate   $ 8,996,304   6.52 % $ 8,499,750   6.71 %
Variable Rate     2,055,076   2.26 %   1,766,638   2.61 %
   
 
 
 
 
    $ 11,051,380   5.72 % $ 10,266,388   6.00 %
   
     
     

            As of June 30, 2004, we had interest rate cap protection agreements on $256.9 million of consolidated variable rate debt. We had interest rate protection agreements effectively converting variable rate debt to fixed rate debt on $48.1 million of consolidated variable rate debt. In addition, we hold €150 million of notional amount fixed rate swap agreements that have a weighted average pay rate of 2.12% and a weighted average receive rate of 2.08% at June 30, 2004. We also hold $370.0 million of notional amount variable rate swap agreements that have a weighted average pay rate of 1.78% and a weighted average receive rate of 3.72% at June 30, 2004. As of June 30, 2004, the net effect of these agreements effectively converted $140.6 million of fixed rate debt to variable rate debt. As of December 31, 2003, the net effect of these agreements effectively converted $237.0 million of fixed rate debt to variable rate debt.

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        Contractual Obligations and Off-Balance Sheet Arrangements.    There have been no material changes in our outstanding capital expenditure commitments since December 31, 2003, as previously disclosed in our 2003 Annual Report on Form 10-K. The following table summarizes the material aspects of our future obligations as of June 30, 2004 for the remainder of 2004 and subsequent years thereafter (dollars in thousands):

 
  2004
  2005 – 2006
  2007 – 2009
  After 2009
  Total
Long Term Debt                              
  Consolidated (1)   $ 482,815   $ 2,657,155   $ 4,027,866   $ 3,885,065   $ 11,052,901
   
 
 
 
 
Pro rata share of Long Term Debt:                              
  Consolidated (2)   $ 480,338   $ 2,640,037   $ 3,941,496   $ 3,783,027   $ 10,844,898
  Joint Ventures (2)     42,604     1,008,541     689,343     988,452     2,728,940
   
 
 
 
 
Total Pro Rata Share of Long Term Debt   $ 522,942   $ 3,648,578   $ 4,630,839   $ 4,771,479   $ 13,573,838
   
 
 
 
 

(1)
Represents principal maturities only and therefore, excludes net premiums and discounts and fair value swaps of ($1,521).
(2)
Represents our pro rata share of principal maturities and excludes net premiums and discounts.

            We expect to meet our 2004 debt maturities through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We also expect to have the ability and financial resources to meet all future long-term obligations. Specific financing decisions will be made based upon market rates, property values, and our desired capital structure at the maturity date of each transaction.

            Our off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in Note 5 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture Property, and is non-recourse to us. As of June 30, 2004, we have guaranteed or have provided letters of credit to support $57.8 million of our total $2.7 billion share of joint venture mortgage and other indebtedness presented in the table above.

            Acquisitions and Dispositions

            Acquisitions.    The acquisition of high quality individual properties or portfolios of properties are an integral component of our growth strategies. During the first six months of 2004, we acquired two Properties consisting of one regional mall and one community center. In addition, we purchased additional ownership interests in two regional malls and one community center.

            On June 21, 2004, we announced that we had signed a definitive agreement to acquire all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and its operating partnership subsidiary in a transaction valued at approximately $3.5 billion. Under the terms of the agreement we will pay consideration of approximately $66.00 per share for each share of Chelsea's common stock in the form of $36.00 in cash, a fractional share of our common stock, and a fractional share of a new issue of our convertible preferred stock. Chelsea unit holders will receive 100% of their consideration in equity, split between Units and convertible preferred units of the Operating Partnership. The consideration will be adjusted if the average closing price per share of Simon Property's stock during a specified period prior to the closing date of the merger is greater than $58.75 or less than $43.43. If approved by vote of the Chelsea shareholders, we expect to fund the cash portion of the transaction on an interim basis with a $1.8 billion acquisition facility.

            Buy/sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct investment in regional mall properties. Our partners in our joint ventures may initiate these provisions at any time and if we determine it is in our shareholders' best interests for us to purchase the joint venture interest, we believe we have adequate liquidity to execute the purchases of the interests without hindering our cash flows or liquidity. Should we decide to sell any of our joint venture interests, we would expect to use the net proceeds from any such sale to reduce outstanding indebtedness.

            Dispositions.    As part of our strategic plan to own quality retail real estate we continue to pursue the sale of Properties, under the right circumstances, that no longer meet our strategic criteria. During the first six-months of 2004 we disposed of two non-core Properties that no longer meet our strategic criteria. These Properties consisted of one regional mall and one community center. If we sell any Properties that are classified as held for use, their sale prices may differ from their carrying value. We do not believe the sale of these assets will have a material impact on our

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future results of operations or cash flows and their removal from service and sale will not materially affect our ongoing operations.

            Development Activity

            New Developments.    The following describes our new development projects, the estimated total cost, and our share of the estimated total cost and our share of the construction in progress balance as of June 30, 2004 (dollars in millions):

Property

  Location
  Gross
Leasable Area

  Estimated
Total
Cost (a)

  Our Share of
Estimated
Total Cost

  Our Share of
Construction
in Progress

  Estimated
Opening Date

Under construction                              
Clay Terrace   Carmel, IN   570,000   $ 100.3   $ 50.2   $ 30.1        4th Quarter 2004
St. Johns Town Center   Jacksonville, FL   1,500,000     125.9     107.1 (b)   52.8 (b)      1st Quarter 2005
Wolf Ranch   Georgetown, TX   670,000     62.4     62.4     33.7        3rd Quarter 2005
Coconut Point   Bonita Springs, FL   1,200,000     178.2     89.1     22.9   (c)4th Quarter 2005
Firewheel Center   Garland, TX   785,000     97.8     97.8     32.0        4th Quarter 2005

            We expect to fund these capital projects with either available cash flow from operations, borrowings from the Credit Facility, or project specific construction loans. We expect total 2004 new development costs during the year to be approximately $250 million.

            Strategic Expansions and Renovations.    The following describes our significant renovation and/or expansion projects currently under construction, the estimated total cost, our share of the estimated total cost and our share of the construction in progress balance as of June 30, 2004 (dollars in millions):

Property

  Location
  Gross
Leasable Area

  Estimated
Total
Cost (a)

  Our Share of
Estimated
Total Cost

  Our Share of
Construction
in Progress

  Estimated
Opening Date

Under Construction                              
Forum Shops at Caesars   Las Vegas, NV   175,000   $ 139.0   $ 139.0   $ 102.4   4th Quarter 2004
Aurora Mall   Aurora, CO   1,000,000     44.6     44.6     4.3   3rd Quarter 2006

            We expect to fund these capital projects with either available cash flow from operations and borrowings from the Credit Facility. We have other renovation and/or expansion projects currently under construction or in preconstruction development and expect to invest a total of approximately $325 million on expansion and renovation activities in 2004.

            International.    Our strategy is to invest capital internationally not only to acquire existing properties but also to use the net cash flow from the existing properties to fund other future developments. We believe reinvesting the cash flow derived in Euros in other Euro denominated development and redevelopment projects helps minimize our exposure to our initial investment and to the changes in the Euro on future investments that might otherwise significantly increase our cost and reduce our returns on these new projects and developments. In addition, to date we have funded the majority of our investments in Europe, with Euro-denominated borrowings that act as a natural hedge on our investments.

            Currently, our net income exposure to changes in the volatility of the Euro is not material. In addition, since cash flow from operations is currently being reinvested in other development projects, we do not expect to repatriate Euros for the next few years. Therefore, we also do not currently have a significant cash flow from operations exposure due to fluctuations in the value of the Euro.

            The agreements for the Operating Partnership's 36.0% interest in European Retail Enterprises, B.V. ("ERE") are structured to require us to acquire an additional 24.7% ownership interest over time. The future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional commitments may vary. The current estimated additional commitment is approximately $55 million to purchase shares

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of stock of ERE, assuming that the three existing shareholders exercise their rights under put options. We expect these purchases to be made from 2006-2008.

            The carrying amount of our total equity method investments as of June 30, 2004 in European subsidiaries net of the related cumulative translation adjustment was $298.6 million, including subordinated debt in ERE. Currently a total of 8 developments are under construction that will add approximately 5.8 million square feet of GLA for a total net cost to the joint ventures of approximately €635 million, of which our share is approximately €166 million.

            Distributions and Stock Repurchase Program

            The Board of Directors declared and we paid a common stock dividend of $0.65 per share in the second quarter of 2004. We are required to pay a minimum level of dividends to maintain our status as a REIT. Our dividends and limited partner distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future dividends and the distributions of the Operating Partnership will be determined by the Board of Directors based on actual results of operations, cash available for dividends and limited partner distributions, and what may be required to maintain our status as a REIT.

            On May 5, 2004, the Board of Directors authorized a common stock repurchase program under which we may purchase up to $250 million of our common stock over the next twelve months as market conditions warrant. We may repurchase the shares in the open market or in privately negotiated transactions. As of June 30, 2004, no shares had been repurchased under this program.

Non-GAAP Financial Measure — Funds from Operations

            Industry practice is to evaluate real estate properties in part based on funds from operations ("FFO"). We consider FFO to be a key measure of our operating performance that is not specifically defined by accounting principles generally accepted in the United States ("GAAP"). We believe 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. We also use this measure internally to measure the operating performance of our Portfolio.

            As defined by the National Association of Real Estate Investment Trusts ("NAREIT"), FFO is consolidated net income computed in accordance with GAAP:

            We have adopted NAREIT's clarification of the definition of FFO that requires us 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:

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            The following schedule sets forth total FFO before allocation to the limited partners of the Operating Partnership and FFO allocable to Simon Property. This schedule also reconciles consolidated net income, which we believe is the most directly comparable GAAP financial measure, to FFO for the periods presented.

 
  For the Three Months Ended June 30,
  For the Six Months Ended June 30,
 
(in thousands)
  2004
  2003
  2004
  2003
 
Funds From Operations   $267,260   $245,363   $520,257   $470,305  
   
 
 
 
 
Increase in FFO from prior period   8.9%   17.0%   10.6%   18.9%  
   
 
 
 
 
Reconciliation of Net Income to Funds From Operations:                  
  Net Income   $78,545   $65,975   $134,732   $136,797  
  Plus:                  
    Limited partners' interest in the Operating Partnership and Preferred distributions of the Operating Partnership   25,101   17,847   44,581   39,343  
    Depreciation and amortization from consolidated properties and discontinued operations   143,547   125,852   279,798   247,929  
    Our share of depreciation and amortization from unconsolidated entities   42,140   37,829   83,632   72,502  
    Loss /(Gain) on sales of real estate and discontinued operations   (11,816 ) 17,010   1,593   12,735  
    Tax provision related to gain on sale   4,415     4,415    
    Less:                  
    Minority interest portion of depreciation and amortization   (1,938 ) (632 ) (3,019 ) (1,966 )
    Preferred distributions and dividends   (12,734 ) (18,518 ) (25,475 ) (37,035 )
   
 
 
 
 
Funds From Operations   $267,260   $245,363   $520,257   $470,305  
   
 
 
 
 
FFO allocable to Simon Property   $208,557   $186,422   $403,160   $355,025  
   
 
 
 
 
Diluted net income per share to diluted FFO per share reconciliation:                  
Diluted earnings per common share   $.34   $.26   $.58   $.56  
Plus: Depreciation and amortization from consolidated entities, net of minority interest portion, and our share of depreciation and amortization from unconsolidated entities   .70   .65   1.36   1.27  
Plus: Loss (gain) on sales of real estate and discontinued operations   (.04 ) .07   .01   .05  
Plus: Tax provision related to gain on sale   .02     .02    
Less: Impact of additional dilutive securities   (.01 ) (.02 )   (.03 )
   
 
 
 
 
Diluted FFO per common share   $1.01   $.96   $1.97   $1.85  
   
 
 
 
 

Retail Climate and Tenant Bankruptcies

            Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces resulting from tenant terminations. Pressures which affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth, and a continuing soft economic cycle may impact our ability to retenant property vacancies resulting from store closings or bankruptcies. We lost approximately 436,000 square feet of mall shop tenants during the first six months of 2004. We expect 2004 to be similar to 2003 in terms of square feet lost to bankruptcies.

            The geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer represents either more than 1.8% of total GLA or more than 4.4% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release spaces at higher rents to tenants with enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and in line store locations during soft economic cycles. While these factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

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Seasonality

            The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season, when tenant occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve most of their temporary tenant rents during the holiday season. As a result, our earnings are generally highest in the fourth quarter of each year.

            In addition, given the number of Properties in warm summer climates our utility expenses are typically higher in the months of June through September due to higher electricity costs to supply air conditioning to our Properties. As a result some seasonality results in increased property operating expenses during these months; however, the majority of these costs are recoverable from tenants.

Environmental Matters

            Nearly all of the Properties have been subjected to Phase I or similar environmental audits. Such audits have not revealed nor is management aware of any environmental liability that we believe would have a material adverse impact on our financial position or results of operations. We are unaware of any instances in which we would incur significant environmental costs if any or all Properties were sold, disposed of or abandoned.

Item 3. Qualitative and Quantitative Disclosure About Market Risk

            Sensitivity Analysis.    A comprehensive qualitative and quantitative analysis regarding market risk is disclosed in our Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2003 as filed with the Securities and Exchange Commission for the year ended December 31, 2003. There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2003.

Item 4. Controls and Procedures

            Evaluation of Disclosure Controls and Procedures.    We carried out an evaluation under the supervision and with participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of that date.

            Changes in Internal Control Over Financial Reporting.    There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the second quarter of 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II — Other Information

            Item 1. Legal Proceedings

            Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al. On or about November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties.

            Trial on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In the Order, the court found that certain entities and

26



individuals breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remits to us the sum of $81.38 million within nine months of the Order. The court further held that we must disgorge all "net profits" that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court appointed a Special Master to, among other things, calculate "net profits," and, on May 3, 2004, the Special Master issued a memorandum order regarding "net profits." On May 27, 2004, the court affirmed the "net profits" memorandum order ("Net Profits Order"). On June 24, 2004, the court issued an order on a motion for ancillary relief filed by Triple Five ("Ancillary Relief Order"). The Ancillary Relief Order, among other things, found that it was appropriate that we indemnify Triple Five for any "expenses, losses or claims arising out of or connected to Triple Five's purchase of the Operating Partnership's interest in the Mall, in particular claims made by any Simon entity, any Teachers entity, and/or any Mall lender."

            On June 4, 2004, GMAC Commercial Mortgage Corporation, in its capacity as servicer for the Trustee for registered certificate holders of Mall of America Capital Company LLC Miscellaneous Pass-Through Certificates ("MOA Mortgage Lender"), commenced an action in the District Court for the State of Minnesota seeking to enjoin Triple Five's purchase of our one-half partnership interest, alleging that the MOA Mortgage Lender has the right to consent to the purchase. Without waiving any of their respective rights, the parties, including Simon Property and Triple Five, have agreed to extend the date by which the purchase must occur to August 7, 2004, to allow time for the MOA Mortgage Lender to grant or withhold its consent to Triple Five's purchase of our interest.

            We disagree with many aspects of the Order, the Ancillary Relief Order and the Net Profits Order. We have appealed the Order to the United States Court of Appeals for the Eighth Circuit. Briefing on the appeal is complete and we are awaiting a date for oral argument. The Eighth Circuit has denied our motion to stay pertinent provisions of the Order pending appeal. We have also appealed the Ancillary Relief Order and the Net Profits Order to the Eighth Circuit. It is not, however, possible to provide an assurance of the ultimate outcome of the litigation.

            As a result of the Order, we initially recorded a $6.0 million loss in 2003. In the first quarter of 2004, as a result of the May 3, 2004 memorandum issued by the Special Master, which has now been affirmed by the court, we recorded an additional loss of $13.5 million that is included in "(Loss) gain on sales of assets and other, net" in the accompanying statements of operations and comprehensive income. We have ceased recording any contribution to either net income or Funds from Operations ("FFO") from the results of operations of Mall of America since September 1, 2003.

            Item 2. Changes in Securities and Use of Proceeds

            During the first six months of 2004, we issued 3,485,104 shares of common stock to forty-two limited partners in exchange for an equal number of units. The issuance of the shares of common stock was made pursuant to the terms of the Partnership Agreement of the Operating Partnership and was exempt from registration under the Securities Act of 1933 as amended, in reliance upon Section 4(2) as a private offering. We subsequently registered the resale of the shares of common stock under the Securities Act.

            Issuer Purchase of Equity Securities

Period

  Total Number of Shares Purchased
  Average Price Paid
per Share

  Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
  Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 — April 30, 2004     N/A   N/A   $250,000,000
May 1 — May 31, 2004     N/A   N/A   $250,000,000
June 1 — June 30, 2004     N/A   N/A   $250,000,000
   
 
 
   
Total     N/A   N/A    
   
 
 
   

(1)
On May 5, 2004, the Board of Directors authorized a one-year common stock repurchase program. The program was publicly announced on May 6, 2004. Under the program, we may purchase up to $250 million of our common stock as market conditions warrant. We may repurchase shares in the open market or in privately negotiated transactions.

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            Item 4. Submissions of Matters to a Vote of Security Holders

            The annual meeting of stockholders of Simon Property was held on May 5, 2004. The matters submitted to the stockholders for a vote included (a) the election of 7 directors to Simon Property's Board of Directors; (b) ratification of auditors; and (c) consideration of a stockholder proposal.

            The following table sets forth the results of voting on these matters:

Matter:

  Number of Votes
FOR

  Number of Votes WITHHELD
  Number of Abstentions/Broker-Non Votes
Election of Directors:            
Birch Bayh   185,818,372   1,906,428  
Melvyn E. Bergstein   186,039,565   1,685,235  
Linda Walker Bynoe   185,202,118   2,522,682  
Karen N. Horn   186,042,155   1,682,645  
G. William Miller   184,574,795   3,150,005  
J. Albert Smith, Jr.   183,263,548   2,989,896  
Pieter S. van den Berg   185,282,022   2,442,778  

Ratification of Ernst & Young LLP

 

174,158,208

 

4,424,021

 

897,733

Stockholder Proposal

 

64,917,760

 

94,537,773

 

20,024,434

            Members of the Board of Directors whose term of office as director continued after the Annual Meeting other than those elected are Melvin Simon, Herbert Simon, David Simon, Richard S. Sokolov, Fredrick W. Petri and M. Denise DeBartolo York.

            Item 5. Other Information

            During the period covered by this Quarterly Report on Form 10-Q, the Audit Committee of our Board of Directors did not approve the engagement of Ernst & Young LLP, our independent auditors, to perform any non-audit services. This disclosure is made pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

            Item 6. Exhibits and Reports on Form 8-K


2   Agreement and Plan of Merger, dated as of June 20, 2004, by and among Simon Property Group, Inc., Simon Property Group, L.P., Simon Acquisition I, LLC, Simon Acquisitions II, LLC, Chelsea Property Group, Inc., and CPG Partners, L.P. (incorporated by reference to Exhibit 99.2 to Simon Property's Current Report on Form 8-K filed June 22, 2004.)
31.1   Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32   Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  SIMON PROPERTY GROUP, INC.

 

/s/ Stephen E. Sterrett

Stephen E. Sterrett,
Executive Vice President and Chief Financial Officer

 

Date: August 3, 2004

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Part I — Financial Information
SIGNATURES