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Securities and Exchange Commission Form 8-K

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Securities and Exchange Commission Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2007 SIMON PROPERTY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-14469 046268599 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 225 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 317.636.1600 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operation and Financial Condition On April 27, 2007, Simon Property Group, Inc. (the “Registrant”) issued a press release containing information on earnings for the quarter ended March 31, 2007 and other matters. A copy of the press release is attached hereto as Exhibit 99.2 and the information in the press release is incorporated by reference into this report. The press release and Supplemental Information package attached as Exhibit 99.1 use the non-GAAP financial measure of Funds from Operations (“FFO”). The Supplemental Information package also uses the non-GAAP measure of Net Operating Income (“NOI”). The Registrant considers FFO and NOI key measures of its operating performance that are not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Registrant believes that FFO and NOI are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide relevant bases for comparison among REITs. The Registrant also uses FFO and NOI internally to measure the operating performance of its portfolio. Reconciliations of net income to FFO on an estimated and historical basis are provided on page 72 furnished herewith in Exhibit 99.2. Reconciliations of net income to NOI on an estimated and historical basis are provided on page 13 furnished herewith in Exhibit 99.1. The Registrant is furnishing the information contained herein, including Exhibit 99.2, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. Item 7.01. Regulation FD Disclosure On April 27, 2007, the Registrant made available additional ownership and operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of March 31, 2007 (excluding joint venture properties acquired from The Mills Corporation as a result of the closing of the tender offer on March 29, 2007), in the form of a Supplemental Information package, a copy of which is attached as Exhibit 99.1. The Supplemental Information package is also available upon request as specified therein. The Registrant is furnishing the information contained herein, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. Item 9.01. Financial Statements and Exhibits Financial Statements: None Exhibits: Page Number in Exhibit No. Description This Filing 99.1 Supplemental Information as of March 31, 2007 5 99.2 Earnings Release for the quarter ended March 31, 2007 61 2 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. Dated: April 27, 2007 SIMON PROPERTY GROUP, INC. By: /s/ STEPHEN E. STERRETT Stephen E. Sterrett, Executive Vice President and Chief Financial Officer 3 SIMON PROPERTY GROUP Table of Contents As of March 31, 2007 Description Page Exhibit 99.1 Supplemental Information Company Overview Overview (reporting calendar, stock information, and corporate ratings) 5-6 Ownership Structure 7 Changes in Common Shares and Unit Ownership 8 Financial Data Selected Financial and Equity Information 9 Unaudited Pro-Rata Statement of Operations 11 Unaudited Pro-Rata Balance Sheet 12 Reconciliation of Net Income to NOI 13 NOI Composition 14 Analysis of Other Income and Other Expense 15 Operational Data U.S. Portfolio GLA 16 U.S. Regional Mall Operational Information 17 U.S. Regional Mall Lease Expirations 18 U.S. Regional Mall Top Tenants 19 U.S. Regional Mall Anchor/Big Box Openings, 2007-2010 20-21 U.S. Regional Mall Property Listing 22-26 U.S. Premium Outlet Centers® Operational Information 27 U.S. Premium Outlet Centers® Lease Expirations 28 U.S. Premium Outlet Centers® Top Tenants 29 U.S. Premium Outlet Centers® Property Listing 30 U.S. Community/Lifestyle Centers Operational Information 31 U.S. Community/Lifestyle Centers Lease Expirations 32 U.S. Community/Lifestyle Centers Top Tenants 33 U.S. Community/Lifestyle Centers Property Listing 34-35 International Operational Information 36 International Property Listing 37-39 Development Activity Capital Expenditures in the U.S. Portfolio 40 U.S. Development Activity Report 41-43 International Development Activity Report 44 Balance Sheet Information The Company’s Share of Total Debt Amortization and Maturities by Year 45 Summary of Indebtedness 46 Summary of Indebtedness by Maturity 47-53 Unencumbered Assets 54-58 Preferred Stock/Units Outstanding 59 Mills Property Listing 60 Quarterly Earnings Announcement Exhibit 99.2 Press Release 61-73 4 Exhibit 99.1 SIMON PROPERTY GROUP Overview The Company Simon Property Group, Inc. (the “Company” or “Simon Property”) (NYSE:SPG) is a self-administered and self-managed real estate investment trust (“REIT”). Simon Property Group, L.P. (the “Operating Partnership”) is a subsidiary partnership of the Company. The Company and the Operating Partnership (collectively, “Simon Group”) are engaged primarily in the ownership, development and management of retail real estate properties, primarily regional malls, Premium Outlet Centers® and community/lifestyle centers. At March 31, 2007, the Company owned or had an interest in 285 properties in the United States containing an aggregate of 201 million square feet of gross leasable area (GLA) in 38 states plus Puerto Rico. The Company also holds interests in 53 European shopping centers in France, Italy and Poland; 5 Premium Outlet Centers in Japan; and one Premium Outlet Center in Mexico. On March 29, 2007, SPG-FCM Ventures, LLC (“SPG-FCM”), a joint venture between an entity owned 50% by the Company and 50% by funds managed by Farallon Capital Management, L.L.C. (“Farallon”), successfully completed a tender offer to acquire all of the outstanding common stock of The Mills Corporation (“The Mills”). As a result the Company now holds an interest in an additional 38 joint venture properties with approximately 43 million square feet of GLA. A detailed listing of the names and locations of The Mills properties acquired is included on page 60. None of the other information in this supplemental information package reflects the ownership of The Mills properties. Operating statistics and other property fundamentals for The Mills 38 properties will be included in the Company’s Supplemental Information Package beginning in the second quarter of 2007. Prior to completion of the tender offer, the Company held a 50% interest in two properties in The Mills portfolio. This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) balance sheet information as of March 31, 2007, for the Company and the Operating Partnership. Certain statements made in this Supplemental Package 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
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