EX-99.2 3 a2180305zex-99_2.htm EX-99.2
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Exhibit 99.2

GRAPHIC

CONTACTS:    
Shelly Doran   317.685.7330 Investors
Les Morris   317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES THIRD QUARTER RESULTS AND QUARTERLY DIVIDENDS

        Indianapolis, Indiana—October 29, 2007…Simon Property Group, Inc. (the "Company" or "Simon") (NYSE:SPG) today announced results for the quarter ended September 30, 2007:

    Funds from operations ("FFO") of the Simon portfolio for the quarter increased 13.3% to $418.7 million from $369.5 million in the third quarter of 2006. On a diluted per share basis the increase was 12.3% to $1.46 from $1.30 in 2006. FFO of the Simon portfolio for the nine months increased 8.9% to $1.184 billion from $1.087 billion in 2006. On a diluted per share basis the increase was 8.4% to $4.14 per share from $3.82 per share in 2006.

    Net income available to common stockholders for the quarter increased 74.3% to $164.9 million from $94.6 million in the third quarter of 2006. On a diluted per share basis the increase was 72.1% to $0.74 from $0.43 in 2006. Net income available to common stockholders for the nine months increased 14.8% to $323.2 million from $281.5 million in 2006. On a diluted per share basis the increase was 14.2% to $1.45 per share from $1.27 per share in 2006. The increase in net income for the quarter and nine months is primarily attributable to higher gains recognized in 2007 on the sale of assets and interests in unconsolidated entities partially offset by lower income from unconsolidated entities as a result of increased depreciation expense attributable to the acquisition of the Mills portfolio of assets.

 
  As of September 30, 2007(4)
  As of September 30, 2006
  Change
Occupancy                
Regional Malls(1)     92.7 %   92.5 %   20 basis point increase
Premium Outlet Centers®(2)     99.6 %   99.3 %   30 basis point increase
Community/Lifestyle Centers(2)     92.8 %   90.7 % 210 basis point increase

Comparable Sales per Sq. Ft.

 

 

 

 

 

 

 

 
Regional Malls(3)   $ 491   $ 474   3.6% increase
Premium Outlet Centers(2)   $ 499   $ 462   8.0% increase

Average Rent per Sq. Ft.

 

 

 

 

 

 

 

 
Regional Malls(1)   $ 36.92   $ 35.23   4.8% increase
Premium Outlet Centers(2)   $ 25.45   $ 24.05   5.8% increase
Community/Lifestyle Centers(2)   $ 12.15   $ 11.69   3.9% increase

(1)
For mall and freestanding stores.

(2)
For all owned gross leasable area (GLA).

(3)
For mall and freestanding stores with less than 10,000 square feet.

(4)
Statistics do not include the Mills portfolio of assets.

65


Dividends

        Today the Company announced a quarterly common stock dividend of $0.84 per share. This dividend will be paid on November 30, 2007 to stockholders of record on November 16, 2007.

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

    6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on November 30, 2007 to stockholders of record on November 16, 2007.

    83/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on December 31, 2007 to stockholders of record on December 17, 2007.

2007 Guidance

        Today the Company announced that it expects to achieve at least the high end of its previously updated guidance range of $5.83 to $5.88 per share for diluted FFO for the year ending December 31, 2007. The Company's original guidance for 2007 diluted FFO was a range of $5.70 to $5.83 per share. The Company expects diluted net income available to common stockholders for 2007 to be approximately $2.13 per share.

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

For the year ending December 31, 2007        

Estimated diluted net income available to common stockholders per share

 

$

2.13

 

Depreciation and amortization including our share of joint ventures

 

 

4.15

 

Gain on sale of assets and interests in unconsolidated entities, net

 

 

(0.29

)

Impact of additional dilutive securities

 

 

(0.11

)
   
 

Estimated diluted FFO per share

 

$

5.88

 
   
 

U.S. Development Activity

        The Company continues construction on:

    Philadelphia Premium Outlets—a 425,000 square foot upscale manufacturers' outlet center in Limerick, Pennsylvania, 35 miles northwest of Philadelphia. The center is scheduled to open on November 8, 2007. It is 98% leased to tenants including Ann Taylor, Banana Republic, Burberry, Coach, Elie Tahari, Kate Spade, Michael Kors, Neiman Marcus Last Call and Sony. Phase II of this project comprising 120,000 square feet is under construction and scheduled to open in April of 2008.

    Palms Crossing—a 396,000 square foot community center in McAllen, Texas. The first phase of the center is scheduled to open 92% leased on November 15, 2007. The center is anchored by Beall's, DSW, Barnes & Noble, Babies "R" Us, Sports Authority, Ulta Cosmetics and Ashley Furniture. Restaurants include P.F. Chang's, B.J.'s Restaurant and Brewery, Macaroni Grill and Houlihan's.

    Pier Park—a 920,000 square foot community/lifestyle center in Panama City Beach, Florida. Target and a 16-screen theater have already opened at the center. The remainder of the project is scheduled to open in May of 2008.

66


    Hamilton Town Center—a 950,000 square foot open-air retail center in Noblesville, Indiana. JCPenney opened at the project in October. The remainder of the 690,000 square foot first phase of the center is scheduled to open in May of 2008.

    Houston Premium Outlets—a 433,000 square foot upscale manufacturers' outlet center in Houston, Texas. The center is scheduled to open in May of 2008.

    Jersey Shore Premium Outlets—a 435,000 square foot upscale manufacturers' outlet center in Tinton Falls, New Jersey. The center is scheduled to open in the fall of 2008.

International Activity

        Recent international activities include:

    On July 5th, the Company's Chelsea division opened Kobe-Sanda Premium Outlets, the sixth Premium Outlet Center in Japan and the second in the Kansai region. The project is located 22 miles north of downtown Kobe and 30 miles northwest of central Osaka. The 195,000 square-foot first phase of the project opened 100% leased to 90 tenants. Approximately 70% of the center has been leased to international brands and the balance to Japanese domestic brands.

      Kobe-Sanda Premium Outlets was developed by Chelsea Japan Co., Ltd., a joint venture of Simon Property Group (40% interest), Mitsubishi Estate Co., Ltd. and Sojitz Corporation (each 30%), and brings the joint venture's operating portfolio of Premium Outlet Centers to 1.6 million square feet of gross leasable area.

    On July 26th, the Company announced that the Porta di Roma shopping center in Rome, Italy opened to the public. The center is located on the north side of Rome adjacent to the Grande Annulare, the peripheral highway which circles the city. The 1.3 million square foot center (Italy's largest shopping center) opened 97% leased and is anchored by Auchan, LeRoy Merlin, IKEA and a 14-screen UGC Movie Theatre. The center's 210 small shops have been leased to significant national and international retailers. The trade area for Porta di Roma contains approximately 1.3 million people.

      The center is the joint development of the Lamaro Group, a major Rome-based construction and development organization, and Gallerie Commerciali Italia ("GCI"), Simon's Italian joint venture partnership with Groupe Auchan. GCI owns 40% of this project.

    On September 27th, GCI opened its 100% owned Cinisello shopping center in Milan, Italy. The 400,000 square foot center opened fully leased, is anchored by Auchan, and contains approximately 100 shops including H&M, Darty, Scarpe Scarpe, Nike, Calvin Klein, and Conbipel.

        Development projects:

    Construction continues on two shopping center projects in Italy partially owned by GCI-Nola (Naples) is expected to open in December of 2007 and Argine (Naples) is scheduled to open in late 2008. After the opening of these two projects, GCI will own interests in 45 shopping centers in Italy comprising approximately 10.6 million square feet of gross leasable area.

    Construction also continues on five projects in China located in Changshu, Hangzhou, Hefei, Suzhou, and Zhengzhou. The centers range in size from 300,000 to 720,000 square feet and will be anchored by Wal-Mart. A 2008 opening is scheduled for Changshu, followed by anticipated 2009 openings for Hangzhou, Hefei, Suzhou and Zhengzhou. Simon owns 32.5% of these projects through its partnership with Morgan Stanley Real Estate Fund and Shenzhen International Trust and Investment Company CP.

67


Dispositions

        During the quarter, the Company continued its program to divest non-core assets in the U.S. with the disposition of four properties:

    Alton Square—a regional mall in the St. Louis suburb of Alton, Illinois

    University Mall—a regional mall in Little Rock, Arkansas

    Boardman Plaza—a community center in Youngstown, Ohio

    Griffith Park Plaza—a community center in the Chicago suburb of Griffith, Indiana

        On July 5th the Company's Simon Ivanhoe joint venture completed the sale of five non-core assets in Poland.

        The net gain from these dispositions was $82.2 million.

Financing Activity

        On August 22nd, the Company announced the syndication of a senior loan facility for The Mills Limited Partnership ("TMLP"), an entity owned by SPG-FCM Ventures, LLC (a joint venture between a Simon subsidiary and funds managed by Farallon Capital Management, L.L.C.). The facility was initially closed for $925 million in June of 2007 by JPMorgan Chase and Bank of America, Joint Arrangers and Joint Book Managers, and included a $50 million revolving credit facility.

        As part of the syndication, the senior loan facility was increased to $1.025 billion, consisting of a $975 million senior term loan and a $50 million revolving credit facility. The facility matures in June 2009 and contains three, one-year extensions, at TMLP's option. The interest rate for the facility is LIBOR plus 125 basis points.

        On October 4th, the Company announced the successful implementation of the $500 million accordion feature in its existing unsecured corporate credit facility, thereby increasing the Company's revolving borrowing capacity from $3.0 billion to $3.5 billion. The expanded credit facility includes a larger $875 million multi-currency tranche for Euro, Yen and Sterling borrowings. The facility will mature in January 2010 and contains a one-year extension at the Company's sole option. The base interest rate on the Company's facility is currently LIBOR plus 37.5 basis points.

        On October 2nd, the Company announced the completion of the redemption of all 3,000,000 of the outstanding shares of its 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock. The Series G Preferred was redeemed at a redemption price of $50.00 per share plus accrued and unpaid distributions to the redemption date, or a total of $50.011 per share. The Company sold a new issue of preferred stock to an institutional investor in a private transaction and used the proceeds to pay the aggregate redemption price.

Conference Call

        The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Daylight Time today, October 29, 2007. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com shortly after completion of the call.

68



Supplemental Materials

        The Company will publish a supplemental information package which will be available at www.simon.com in the Investor Relations section, Financial Information tab. It will also be furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.

Forward-Looking Statements

        Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to: the Company's ability to meet debt service requirements, the availability of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, impact of terrorist activities, inflation and maintenance of REIT status. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC that could cause the Company's actual results to differ materially from the forward-looking statements that the Company makes. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Funds from Operations ("FFO")

        The Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States ("GAAP"). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts ("REITs") and provides a relevant basis for comparison among REITs. The Company determines FFO in accordance with the definition set forth by the National Association of Real Estate Investment Trusts ("NAREIT").

About Simon

        Simon Property Group, Inc. is an S&P 500 company and the largest public U.S. real estate company. Simon is a fully integrated real estate company which operates from five retail real estate platforms: regional malls, Premium Outlet Centers®, The Mills®, community/lifestyle centers and international properties. It currently owns or has an interest in 378 properties comprising 257 million square feet of gross leasable area in North America, Europe and Asia. The Company is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG. For further information, visit the Company's website at www.simon.com.

69



SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)

 
  For the Three
Months Ended
September 30,

  For the Nine
Months Ended
September 30,

 
 
  2007
  2006
  2007
  2006
 
REVENUE:                          
Minimum rent   $ 536,377   $ 500,589   $ 1,569,328   $ 1,474,503  
Overage rent     27,049     21,931     63,575     53,287  
Tenant reimbursements     262,183     233,278     730,780     681,090  
Management fees and other revenues     34,952     20,780     73,369     60,348  
Other income     46,584     42,158     178,166     135,895  
   
 
 
 
 
  Total revenue     907,145     818,736     2,615,218     2,405,123  

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 
Property operating     121,698     118,185     343,047     331,389  
Depreciation and amortization     224,662     211,390     670,544     632,200  
Real estate taxes     77,939     73,427     236,184     225,636  
Repairs and maintenance     26,322     23,910     84,073     74,704  
Advertising and promotion     22,192     17,718     61,486     55,661  
Provision for credit losses     3,134     393     5,100     4,853  
Home and regional office costs     32,976     32,703     95,945     95,691  
General and administrative     4,887     4,422     14,905     13,920  
Other     14,636     15,264     42,718     40,492  
   
 
 
 
 
  Total operating expenses     528,446     497,412     1,554,002     1,474,546  

OPERATING INCOME

 

 

378,699

 

 

321,324

 

 

1,061,216

 

 

930,577

 
   
 
 
 
 
Interest expense     (238,155 )   (206,195 )   (704,287 )   (611,010 )
Minority interest in income of consolidated entities     (3,052 )   (3,154 )   (9,098 )   (7,512 )
Income tax expense of taxable REIT subsidiaries     (648 )   (2,536 )   (1,405 )   (7,395 )
Income from unconsolidated entities, net     8,491     25,898     37,723     75,703  
Gain on sale of assets and interests in unconsolidated entities, net     82,197     9,457     82,697     51,406  
Limited Partners' interest in the Operating Partnership     (42,897 )   (24,951 )   (84,223 )   (74,429 )
Preferred distributions of the Operating Partnership     (5,382 )   (6,893 )   (16,218 )   (20,647 )
   
 
 
 
 
Income from continuing operations     179,253     112,950     366,405     336,693  
Discontinued operations, net of Limited Partners' interest     (26 )   45     (171 )   89  
Gain on sale of discontinued operations, net of Limited Partners' interest                 66  
   
 
 
 
 
NET INCOME     179,227     112,995     366,234     336,848  

Preferred dividends

 

 

(14,290

)

 

(18,403

)

 

(42,999

)

 

(55,371

)
   
 
 
 
 
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS   $ 164,937   $ 94,592   $ 323,235   $ 281,477  
   
 
 
 
 
PER SHARE DATA:                          
Basic Earnings per Common Share   $ 0.74   $ 0.43   $ 1.45   $ 1.27  
   
 
 
 
 
Diluted Earnings per Common Share   $ 0.74   $ 0.43   $ 1.45   $ 1.27  
   
 
 
 
 

70



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

 
  September 30,
2007

  December 31,
2006

 
ASSETS:              
  Investment properties, at cost   $ 24,138,267   $ 22,863,963  
    Less—accumulated depreciation     5,139,607     4,606,130  
   
 
 
      18,998,660     18,257,833  
  Cash and cash equivalents     389,968     929,360  
  Tenant receivables and accrued revenue, net     370,443     380,128  
  Investment in unconsolidated entities, at equity     1,996,540     1,526,235  
  Deferred costs and other assets     1,133,175     990,899  
  Notes receivable from related parties     769,580      
   
 
 
      Total assets   $ 23,658,366   $ 22,084,455  
   
 
 
LIABILITIES:              
  Mortgages and other indebtedness   $ 17,266,451   $ 15,394,489  
  Accounts payable, accrued expenses, intangibles, and deferred revenue     1,131,257     1,109,190  
  Cash distributions and losses in partnerships and joint ventures, at equity     231,972     227,588  
  Other liabilities, minority interest and accrued dividends     182,019     178,250  
   
 
 
    Total liabilities     18,811,699     16,909,517  
   
 
 
COMMITMENTS AND CONTINGENCIES              
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP     761,238     837,836  
LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP     308,393     357,460  
STOCKHOLDERS' EQUITY              
  CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock):              
    All series of preferred stock, 100,000,000 shares authorized, 17,812,029 and 17,578,701 issued and outstanding, respectively, and with liquidation values of $890,601 and $878,935, respectively     897,197     884,620  
    Common stock, $.0001 par value, 400,000,000 shares authorized, 227,691,621 and 225,797,566 issued and outstanding, respectively     23     23  
    Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding          
    Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding          
  Capital in excess of par value     5,051,664     5,010,256  
  Accumulated deficit     (1,979,517 )   (1,740,897 )
  Accumulated other comprehensive income     21,275     19,239  
  Common stock held in treasury at cost, 4,697,332 and 4,378,495 shares, respectively     (213,606 )   (193,599 )
   
 
 
    Total stockholders' equity     3,777,036     3,979,642  
   
 
 
    Total liabilities and stockholders' equity   $ 23,658,366   $ 22,084,455  
   
 
 

71



SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)

 
  For the Three Months Ended
September 30,

  For the Nine Months Ended
September 30,

 
 
  2007
  2006
  2007
  2006
 
Revenue:                          
  Minimum rent   $ 466,933   $ 262,417   $ 1,184,208   $ 771,054  
  Overage rent     26,448     19,094     64,090     51,518  
  Tenant reimbursements     220,621     136,080     572,820     386,064  
  Other income     47,841     40,138     136,707     107,979  
   
 
 
 
 
    Total revenue   $ 761,843   $ 457,729   $ 1,957,825   $ 1,316,615  

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Property operating     165,419     98,716     407,021     267,767  
  Depreciation and amortization     160,403     79,035     400,234     230,018  
  Real estate taxes     60,073     34,073     160,989     99,194  
  Repairs and maintenance     24,672     20,065     77,691     60,549  
  Advertising and promotion     14,997     11,029     38,037     24,569  
  Provision for credit losses     7,416     2,389     14,139     3,821  
  Other     35,494     26,265     103,853     86,417  
   
 
 
 
 
    Total operating expenses     468,474     271,572     1,201,964     772,335  
   
 
 
 
 
Operating Income   $ 293,369   $ 186,157   $ 755,861   $ 544,280  

Interest expense

 

 

(248,588

)

 

(105,417

)

 

(594,093

)

 

(307,150

)
Income from unconsolidated entities     545     480     458     719  
Gain on sale of assets     198,135         193,376     94  
   
 
 
 
 
Income from Continuing Operations   $ 243,461   $ 81,220   $ 355,602   $ 237,943  
Income from consolidated joint venture interests(A)     (28 )   4,058     2,562     9,565  
Income from discontinued joint venture interests(B)         129     176     631  
Gain (loss) on disposal or sale of discontinued operations, net         (329 )   19     20,375  
   
 
 
 
 
Net Income   $ 243,433   $ 85,078   $ 358,359   $ 268,514  
   
 
 
 
 
Third-Party Investors' Share of Net Income   $ 133,705   $ 51,049   $ 194,377   $ 160,488  
   
 
 
 
 
Our Share of Net Income     109,728     34,029     163,982     108,026  
Amortization of Excess Investment     (11,014 )   (12,164 )   (36,036 )   (37,056 )
Income from Beneficial Interests and Other, Net         4,033         15,309  
Write-off of Investment Related to Properties Sold         135         (2,842 )
Our Share of Net Gain Related to Properties Sold     (90,223 )   (135 )   (90,223 )   (7,734 )
   
 
 
 
 
Income from Unconsolidated Entities and Beneficial Interests, Net     8,491     25,898     37,723     75,703  
   
 
 
 
 

72



SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)

 
  September 30,
2007

  December 31,
2006

Assets:            
Investment properties, at cost   $ 20,913,688   $ 10,669,967
Less—accumulated depreciation     3,077,050     2,206,399
   
 
      17,836,638     8,463,568

Cash and cash equivalents

 

 

680,139

 

 

354,620
Tenant receivables     346,567     258,185
Investment in unconsolidated entities     228,871     176,400
Deferred costs and other assets     847,169     307,468
   
 
  Total assets   $ 19,939,384   $ 9,560,241
   
 

Liabilities and Partners' Equity:

 

 

 

 

 

 
Mortgages and other indebtedness   $ 16,049,363   $ 8,055,855
Accounts payable, accrued expenses, and deferred revenue     987,600     513,472
Other liabilities     1,008,096     255,633
   
 
  Total liabilities     18,045,059     8,824,960
Preferred units     67,450     67,450
Partners' equity     1,826,875     667,831
   
 
  Total liabilities and partners' equity   $ 19,939,384   $ 9,560,241
   
 

Our Share of:

 

 

 

 

 

 
Total assets   $ 8,150,966   $ 4,113,051
   
 
Partners' equity   $ 994,310   $ 380,150
Add: Excess Investment(C)     770,258     918,497
   
 
Our net Investment in Joint Ventures   $ 1,764,568   $ 1,298,647
   
 
Mortgages and other indebtedness   $ 6,416,329   $ 3,472,228
   
 

73



SIMON
Footnotes to Financial Statements
Unaudited

Notes:

(A)
Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and, as a result, gains control of the joint venture. These interests have been separated from operational interests to present comparative results of operations. As a result of the consolidation of Mall of Georgia during the fourth quarter of 2006 and Town Center at Cobb and Gwinnett Mall as of March 31, 2007, we reclassified our share of the pre-consolidation earnings from these properties.

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

(C)
Excess investment represents the unamortized difference of the Company's investment over equity in the underlying net assets of the partnerships and joint ventures. The Company generally amortizes excess investment over the life of the related properties, typically no greater than 40 years, and the amortization is included in income from unconsolidated entities.

74



SIMON
Reconciliation of Net Income to FFO(1)
Unaudited
(In thousands, except as noted)

 
  For the Three Months Ended
September 30,

  For the Nine Months Ended
September 30,

 
 
  2007
  2006
  2007
  2006
 
Net Income(2)(3)(4)(5)   $ 179,227   $ 112,995   $ 366,234   $ 336,848  
Adjustments to Net Income to Arrive at FFO:                          
  Limited Partners' interest in the Operating Partnership and preferred distributions of the Operating Partnership     48,279     31,844     100,441     95,076  
  Limited Partners' interest in discontinued operations     (6 )   11     (44 )   23  
  Depreciation and amortization from consolidated properties and discontinued operations     220,984     209,023     660,325     633,013  
  Simon's share of depreciation and amortization from unconsolidated entities     74,397     52,477     205,697     155,555  
  Gain on sales of assets and interests in unconsolidated entities and discontinued operations, net of Limited Partners' interest     (82,197 )   (9,457 )   (82,697 )   (51,472 )
  Minority interest portion of depreciation and amortization     (2,302 )   (2,091 )   (6,595 )   (6,222 )
  Preferred distributions and dividends     (19,672 )   (25,296 )   (59,217 )   (76,018 )
   
 
 
 
 
FFO of the Simon Portfolio   $ 418,710   $ 369,506   $ 1,184,144   $ 1,086,803  
   
 
 
 
 
Per Share Reconciliation:
                         
Diluted net income available to common stockholders per share   $ 0.74   $ 0.43   $ 1.45   $ 1.27  
Adjustments to net income to arrive at FFO:                          
  Depreciation and amortization from consolidated properties and Simon's share of depreciation and amortization from unconsolidated entities, net of minority interest portion of depreciation and amortization     1.04     0.92     3.05     2.80  
  Gain on sales of assets and interests in unconsolidated entities and discontinued operations, net of Limited Partners' interest     (0.29 )   (0.03 )   (0.29 )   (0.18 )
  Impact of additional dilutive securities for FFO per share     (0.03 )   (0.02 )   (0.07 )   (0.07 )
   
 
 
 
 
Diluted FFO per share   $ 1.46   $ 1.30   $ 4.14   $ 3.82  
   
 
 
 
 

Details for per share calculations:


 

 

 

 

 

 

 

 

 

 

 

 

 
FFO of the Simon Portfolio   $ 418,710   $ 369,506   $ 1,184,144   $ 1,086,803  
Adjustments for dilution calculation:                          
Impact of preferred stock and preferred unit conversions and option exercises(6)     12,843     14,092     38,731     42,407  
   
 
 
 
 
Diluted FFO of the Simon Portfolio     431,553     383,598     1,222,875     1,129,210  
Diluted FFO allocable to unitholders     (84,635 )   (75,785 )   (240,259 )   (223,432 )
   
 
 
 
 
Diluted FFO allocable to common stockholders   $ 346,918   $ 307,813   $ 982,616   $ 905,778  
   
 
 
 
 
Basic weighted average shares outstanding     223,103     221,198     222,993     220,925  
Adjustments for dilution calculation:                          
  Effect of stock options     746     872     814     911  
  Impact of Series C preferred unit conversion     89     1,041     136     1,050  
  Impact of Series I preferred unit conversion     2,414     3,261     2,510     3,270  
  Impact of Series I preferred stock conversion     11,081     10,724     11,052     10,796  
   
 
 
 
 
Diluted weighted average shares outstanding     237,433     237,096     237,505     236,952  
Weighted average limited partnership units outstanding     57,925     58,375     58,073     58,450  
   
 
 
 
 
Diluted weighted average shares and units outstanding     295,358     295,471     295,578     295,402  
   
 
 
 
 
Basic FFO per share   $ 1.49   $ 1.32   $ 4.21   $ 3.89  
  Percent Increase     12.9 %         8.2 %      
Diluted FFO per share   $ 1.46   $ 1.30   $ 4.14   $ 3.82  
  Percent Increase     12.3 %         8.4 %      

75



SIMON
Footnotes to Reconciliation of Net Income to FFO
Unaudited

Notes:

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

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

(2)
Includes the Company's share of gains on land sales of $0.5 million and $8.3 million for the three months ended September 30, 2007 and 2006, respectively, and $11.8 million and $34.6 million for the nine months ended September 30, 2007 and 2006, respectively.

(3)
Includes the Company's share of straight-line adjustments to minimum rent of $8.3 million and $7.8 million for the three months ended September 30, 2007 and 2006, respectively and $19.0 million and $13.1 million for the nine months ended September 30, 2007 and 2006, respectively.

(4)
Includes the Company's share of the fair market value of leases from acquisitions of $15.1 million and $17.4 million for the three months ended September 30, 2007 and 2006, respectively, and $41.3 million and $52.6 million for the nine months ended September 30, 2007 and 2006, respectively.

(5)
Includes the Company's share of debt premium amortization of $4.1 million and $9.4 million for the three months ended September 30, 2007 and 2006, respectively, and $26.1 million and $22.8 million for the nine months ended September 30, 2007 and 2006, respectively.

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

76




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SIMON Consolidated Statements of Operations Unaudited (In thousands)
SIMON Consolidated Balance Sheets Unaudited (In thousands, except as noted)
SIMON Joint Venture Statements of Operations Unaudited (In thousands)
SIMON Joint Venture Balance Sheets Unaudited (In thousands)
SIMON Footnotes to Financial Statements Unaudited
SIMON Reconciliation of Net Income to FFO(1) Unaudited (In thousands, except as noted)
SIMON Footnotes to Reconciliation of Net Income to FFO Unaudited