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2008 Annual Report Imon Property Group, Inc

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2008 Annual Report Imon Property Group, Inc 2008 Annual Report imon Property Group, Inc. (NYSE: SPG), headquartered in Indianapolis, Indiana, is the largest public real estate company in the United States. We operate from five retail real estate platforms – regional malls, Premium S ® ® Corporate Outlet Centers , The Mills , community/lifestyle centers and international properties. As of December 31, 2008, we owned or had an interest in 386 properties comprising 263 million square feet of gross leasable area in North Profile America, Europe and Asia. Simon Property Group is an S&P 500 Company. Additional Simon Property Group information is available at www.simon.com. Table of Contents Simon’s Five Retail Real Estate Platforms Financial Highlights 1 From the Chairman & CEO 2 Selected Financial Data 5 Management’s Discussion and Analysis 6 Consolidated Financial Statements 27 Notes to Consolidated REGIONAL MALLS PREMIUM OUTLET CENTERS® Financial Statements 32 Properties 61 Board of Directors 64 Executive Officers and Members of Senior Management 66 Investor Information 67 THE MILLS® COMMUNITY/LIFESTYLE CENTERS INTERNATIONAL PROPERTIES Simon Property Group, Inc. Financial Highlights Percent Change 2008 vs. 2008 2007 2007 Operating Data (in millions) Consolidated Revenue $ 3,783 $ 3,651 3.6% Funds from Operations (FFO)* 1,852 1,692 9.5% Per Common Share Data FFO* (Diluted) $ 6.42 $ 5.90 8.8% Net Income (Diluted) 1.87 1.95 (4.1%) Dividends 3.60 3.36 7.1% Common Stock Price at December 31 53.13 86.86 (38.8%) Stock and Limited Partner Units at Year End Shares of Common Stock Outstanding (in thousands) 231,320 223,035 Limited Partner Units in the Operating Partnership Outstanding (in thousands) 56,368 57,913 Market Value of Common Stock and Limited Partner Units (in millions) $ 15,285 $ 24,403 Total Market Capitalization** (in millions) $ 40,273 $ 49,265 Other Data Total Number of Properties in the U.S. 324 320 U.S. Gross Leasable Area (in thousands of square feet) 246,039 242,114 Total Number of International Properties 62 59 International Gross Leasable Area (in thousands of square feet) 16,462 15,431 * FFO is a non-GAAP financial measure commonly used in the real estate industry that we believe provides useful information to investors. Please refer to Management’s Discussion & Analysis of Financial Condition and Results of Operations for a definition of FFO, and to pages 22-23 for a reconciliation of net income to FFO and of diluted net income per share to diluted FFO per share. ** Includes our share of consolidated and joint venture debt. Consolidated Revenue Funds from Operations FFO Per Share Dividends Per Common Share ($ In billions) ($ In billions) (Diluted) $3.8 $1.9 $6.42 $3.60 $3.7 $5.90 $3.3 $3.36 $3.2 $1.7 $5.39 $4.96 $4.39 $3.04 $2.6 $1.5 $2.80 $1.4 $2.60 $1.2 ’04 ’05 ’06 ’07 ’08 ’04 ’05 ’06 ’07 ’08 ’04 ’05 ’06 ’07 ’08 ’04 ’05 ’06 ’07 ’08 This Annual Report contains a number of forward-looking statements. For more information, please see page 22. 2008 Annual Report 1 FROM THE CHAIRMAN & CEO Before I review 2008 results, I would like to reflect briefly These are impressive results given the state of the world, and in on the broader market and its implications for our Company. It fact, we are one of the few real estate investment trusts (“REITs”) is obvious that we are dealing with a very difficult economy and to post meaningful, positive FFO growth for 2008. In comparison capital markets environment; however, it is interesting to note that to the broader market, the S&P 500 has reported an average the dramatic reduction in retail sales was directly correlated to earnings decline of 101% for 2008 with 486 of the companies the financial system crisis that started in the fall of 2008. Our having reported. retailers had been performing reasonably well up to that point, Well over a year ago, we recognized that the economy was even in those markets that had been hit hard by the decline in deteriorating. Consequently, we adopted aggressive cost control residential real estate values, which for many had started in 2006. measures, significantly reduced our development spending, and The shutdown in the financial system caused the consumer to enhanced our liquidity. We challenged everyone within our or- dramatically reduce consumption and increase the rate of savings ganization to seek and implement cost-saving and value-added in the fourth quarter of 2008 and the early part of this year. measures. Our quick and decisive efforts enabled us to produce The instability of the country’s financial institutions caused record results in 2008 and will help position us for profitability in a crisis of confidence for the nation’s consumer, in addition to 2009. harming our already struggling economy. Confidence is critical to Simon Property Group is uniquely positioned as an owner, the success of every endeavor an individual, business or country operator and developer across multiple retail formats, operating undertakes, and I can assure all of our investors, colleagues and from five major platforms – regional malls, Premium Outlet retailer partners that even though the upcoming months will be Centers®, The Mills®, community/lifestyle centers, and our very challenging, we have the confidence that we will not only international shopping center business. As a result, we are strengthen, but prosper throughout this period. No matter how the largest landlord to most national mall based retailers and long it lasts. Why? wholesale manufacturers, and we have some of the strongest retailer relationships in the business. A few of the highlights from c We have a track record of performance like no other real estate each of these operating platforms are: company over the past 15 years. c We have great properties with leases that are at below-market Regional Malls rents. c Grew comparable property net operating income. c We are diversified geographically and by property type. c Executed over 6.4 million square feet of leases at an average base c We have a strong balance sheet with unlevered assets, rent of $45.74 per square foot, 21% higher than the average sufficient liquidity to run the Company in today’s environment, base rent of tenants whose leases expired or were terminated. and strong sponsorship as lenders look to do business with c Completed several redevelopment/expansion projects, adding first class operators. new department stores, small shops and restaurants at more c We have smart, dedicated and loyal people. than 20 malls. c We aren’t afraid to make tough decisions to position the c Significant embedded “mark to market” value in our leases Company for future prosperity. will help us manage our cash flow in 2009. Nearly 5 million c We have long-term investors and partners that appreciate our square feet of leases are set to expire at an average of $37.70 business model. per square foot, which we continue to believe are below-market rents even in today’s marketplace. These attributes, among others, give me confidence that we will successfully navigate through today’s unprecedented turmoil. Premium Outlet Centers Our number one priority is to keep the Company strong and c Grew comparable property net operating income. safe through this difficult time. Capital is a strategic asset in c Executed two million square feet of leases at an average base today’s world, and every decision we make will focus on growing rent of $38.07 per square foot, 49% higher than the average this most important resource. We will be required to make difficult base rent of tenants whose leases expired or were terminated. decisions that will include periodically reviewing our dividend c Opened two new U.S. Premium Outlet Centers – located near policy, reducing development and other capital expenditures, and Houston, Texas and in Tinton Falls, New Jersey. Both centers lowering the cost to operate the Company. Our focused efforts will opened very well-leased and the expected return on investment continue to make SPG stronger and safer. is 13%. The consumer is clearly under pressure and lacks confidence in the future, but I am optimistic that with time and improvement PREMIUM OUTLET in our economy, the consumer will reemerge. In the meantime, we REGIONAL MALLS(1) CENTERS understand the task at hand. Statistics as of December 31 2008 2007 2008 2007 Now let’s not overlook our strong 2008 performance despite a Number of properties 164 168 40 38 challenging economy: Gross Leasable Area (in millions of square feet) 162.2 164.0 16.4 15.0 c Consolidated revenue increased 3.6%, to $3.783 billion from Occupancy 92.4% (2) 93.5% (2) 98.9% (4) 99.7% (4) $3.651 billion in 2007. Comparable Sales per Square Foot $ 470 (3) $ 491 (3) $ 513 (4) $ 504 (4) c Funds from operations (“FFO”) increased 9.5%, to $1.852 Average Rent per Square Foot $ 39.49 (2) $ 37.09 (2) $ 27.65 (4) $ 25.67 (4) billion from $1.692 billion in 2007, and on a diluted per (1) Statistics do not include the regional malls acquired in the 2007 Mills acquisition. (2) For mall stores. share basis, the increase was 8.8%, to $6.42 from $5.90. (3) For mall stores less than 10,000 square feet. (4) For all owned gross leasable area. 2 Simon Property Group, Inc. c Completed expansion projects at four U.S. Premium Outlet of $740 per square foot in 2008, up 14% over the prior year. Centers. Those costs totaled $156 million and the expected The unlevered return on investment for this center is in ex- return on investment is 16%.
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