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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 29, 2008 30OCT200714200124 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: អ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) អ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) អ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) អ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition On April 29, 2008, Simon Property Group, Inc. (the ‘‘Registrant’’) issued a press release containing information on earnings for the quarter ended March 31, 2008 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 (‘‘REITs’’) 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 pages 66 and 75 furnished herewith in Exhibit 99.2. Reconciliations of net income to NOI on a 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 29, 2008, 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, 2008 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, 2008 ..................... 5 99.2 Earnings Release for the quarter ended March 31, 2008 ............... 63 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 29, 2008 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, 2008 Description Page Exhibit 99.1 Supplemental Information .......................................... 5 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 ............................ 10-11 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, 2008 - 2011 .................. 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 Mills Operational Information ....................................... 36 Mills Property Listing ............................................. 37 International Operational Information ................................. 38 International Property Listing ....................................... 39-41 Development Activity Capital Expenditures in the U.S. Portfolio .............................. 42 U.S. Development Activity Report .................................... 43-45 International Development Activity Report ............................. 46 Balance Sheet Information The Company’s Share of Total Debt Amortization and Maturities by Year ....... 47 Summary of Indebtedness .......................................... 48 Summary of Indebtedness by Maturity ................................. 49-56 Unencumbered Assets ............................................. 57-61 Preferred Stock/Units Outstanding .................................... 62 Quarterly Earnings Announcement Exhibit 99.2 Press Release ................................................... 63-76 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. Simon Group operates from five retail real estate platforms: regional malls, Premium Outlet Centers↧, The Mills↧, community/lifestyle centers and international properties. At March 31, 2008, the Company owned or had an interest in 380 properties comprising 259 million square feet of gross leasable area in North America, Europe and Asia. This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) balance sheet information as of March 31, 2008, 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, uncertainties and other factors. Such factors include, but are not limited to: the Company’s ability to meet debt service requirements, the availability and terms of financing, changes in the Company’s credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, 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,
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