Simon Property (SPG) 10-Q/A 4 Sep 09 2009 Q2 Quarterly report (amended) Financial data

Consolidated Balance Sheets

Consolidated Balance Sheets (USD $)
In Thousands	Jun. 30, 2009	Dec. 31, 2008
ASSETS:
Investment properties, at cost	$25,327,605	$25,205,715	[1]
Less - accumulated depreciation	6,604,384	6,184,285	[1]
Investment propeties, net	18,723,221	19,021,430	[1]
Cash and cash equivalents	2,628,431	773,544	[1]
Tenant receivables and accrued revenue, net	343,365	414,856	[1]
Investment in unconsolidated entities, at equity	1,552,303	1,663,886	[1]
Deferred costs and other assets	1,176,998	1,028,333	[1]
Note receivable from related party	586,000	520,700	[1]
Total assets	25,010,318	23,422,749	[1]
LIABILITIES:
Mortgages and other indebtedness	17,936,403	18,042,532	[1]
Accounts payable, accrued expenses, intangibles, and deferred revenues	984,851	1,086,248	[1]
Cash distributions and losses in partnerships and joint ventures, at equity	413,272	380,730	[1]
Other liabilities and accrued dividends	178,817	155,151	[1]
Total liabilities	19,513,343	19,664,661	[1]
Commitments and contingencies
Limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties	191,324	276,608	[1]
Series I 6% convertible perpetual preferred stock, 19,000,000 shares authorized, 7,593,604 and 7,590,264 issued and outstanding, respectively, at liquidation value	379,680	379,513	[1]
Capital stock (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock, 100,000,000 authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized, 796,948 issued and outstanding, with a liquidation value of $39,847	45,868	46,032	[1]
Common stock
Capital in excess of par value	7,206,229	5,410,147	[1]
Accumulated deficit	(2,793,217)	(2,491,929)	[1]
Accumulated other comprehensive loss	(52,116)	(165,066)	[1]
Common stock held in treasury at cost, 4,119,368 and 4,379,396 shares, respectively	(176,885)	(186,210)	[1]
Total stockholders' equity	4,229,908	2,612,998	[1]
Noncontrolling interests	696,063	488,969	[1]
Total equity	4,925,971	3,101,967	[1]
Total liabilities and equity	25,010,318	23,422,749	[1]
Common stock, $.0001 par value, 400,004,000 shares authorized, 285,182,886 and 235,691,040 issued and outstanding, respectively
Common stock
Common stock	29	24	[1]
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding
Common stock
Common stock	$0	$0	[1]
[1]As Adjusted

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data	Jun. 30, 2009	Dec. 31, 2008
Series I 6% convertible perpetual preferred stock, shares authorized	19,000,000	19,000,000
Series I 6% convertible perpetual preferred stock, shares issued	7,593,604	7,590,264
Series I 6% convertible perpetual preferred stock, shares outstanding	7,593,604	7,590,264
Capital stock, shares authorized	750,000,000	750,000,000
Capital stock, par value (in dollars per share)	0.0001	0.0001
Capital stock, shares of excess common stock	237,996,000	237,996,000
Capital stock, authorized shares of preferred stock	100,000,000	100,000,000
Series J 8 3/8% cumulative redeemable preferred stock, shares authorized	1,000,000	1,000,000
Series J 8 3/8% cumulative redeemable preferred stock, shares issued	796,948	796,948
Series J 8 3/8% cumulative redeemable preferred stock, shares outstanding	796,948	796,948
Series J 8 3/8% cumulative redeemable preferred stock, liquidation value (in dollars)	$39,847	$39,847
Common stock held in treasury, shares	4,119,368	4,379,396
Common stock, $.0001 par value, 400,004,000 shares authorized, 285,182,886 and 235,691,040 issued and outstanding, respectively
Common stock, par value (in dollars per share)	0.0001	0.0001
Common stock, shares authorized	400,004,000	400,004,000
Common stock, shares issued	285,182,886	235,691,040
Common stock, shares outstanding	285,182,886	235,691,040
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding
Common stock, par value (in dollars per share)	0.0001	0.0001
Common stock, shares authorized	12,000,000	12,000,000
Common stock, shares issued	8,000	8,000
Common stock, shares outstanding	8,000	8,000

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income (USD $)
In Thousands, except Per Share data	3 Months Ended Jun. 30, 2009	3 Months Ended Jun. 30, 2008		6 Months Ended Jun. 30, 2009	6 Months Ended Jun. 30, 2008
REVENUE:
Minimum rent	$567,633	$566,199	[1]	$1,139,047	$1,116,881	[1]
Overage rent	13,493	17,836	[1]	25,993	34,487	[1]
Tenant reimbursements	257,532	259,803	[1]	516,294	510,051	[1]
Management fees and other revenues	30,055	34,879	[1]	60,706	67,899	[1]
Other income	34,899	44,230	[1]	80,064	88,927	[1]
Total revenue	903,612	922,947	[1]	1,822,104	1,818,245	[1]
EXPENSES:
Property operating	106,836	111,911	[1]	212,983	224,672	[1]
Depreciation and amortization	251,685	236,617	[1]	508,022	464,660	[1]
Real estate taxes	83,076	85,450	[1]	171,319	169,970	[1]
Repairs and maintenance	20,186	25,845	[1]	42,774	54,866	[1]
Advertising and promotion	19,823	21,739	[1]	38,329	41,112	[1]
Provision for credit losses	7,066	6,781	[1]	20,081	13,363	[1]
Home and regional office costs	26,670	34,844	[1]	52,833	74,444	[1]
General and administrative	5,310	5,095	[1]	9,358	10,397	[1]
Impairment charge	140,478			140,478
Other	17,784	15,627	[1]	37,013	33,948	[1]
Total operating expenses	678,914	543,909	[1]	1,233,190	1,087,432	[1]
OPERATING INCOME	224,698	379,038	[1]	588,914	730,813	[1]
Interest expense	(244,443)	(232,335)	[1]	(470,479)	(462,252)	[1]
Loss on extinguishment of debt		(20,330)	[1]		(20,330)	[1]
Income tax benefit (expense) of taxable REIT subsidiaries	143	(627)	[1]	2,666	(604)	[1]
Income (loss) from unconsolidated entities	5,494	(11,393)	[1]	11,039	(4,252)	[1]
CONSOLIDATED NET (LOSS) INCOME	(14,108)	114,353	[1]	132,140	243,375	[1]
Net income attributable to noncontrolling interests	123	26,436	[1]	33,074	56,174	[1]
Preferred dividends	6,529	11,345	[1]	13,058	22,696	[1]
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	(20,760)	76,572	[1]	86,008	164,505	[1]
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Net (loss) income attributable to common stockholders (in dollars per share)	-0.08	0.34	[1]	0.34	0.73	[1]
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Net (loss) income attributable to common stockholders (in dollars per share)	-0.08	0.34	[1]	0.34	0.73	[1]
COMPREHENSIVE INCOME
Consolidated net (loss) income	(14,108)	114,353	[1]	132,140	243,375	[1]
Unrealized (loss) income on interest rate hedge agreements	13,198	17,266	[1]	(11,229)	(6,619)	[1]
Net (loss) gain on derivative instruments reclassified from accumulated other comprehensive income into interest expense	(3,537)	635	[1]	(7,047)	3,225	[1]
Currency translation adjustments	7,590	14,706	[1]	(5,233)	(7,688)	[1]
Changes in available-for-sale securities and other	190,030	(4,087)	[1]	166,603	(5,342)	[1]
Comprehensive income	193,173	142,873	[1]	275,234	226,951	[1]
Comprehensive income attributable to noncontrolling interests	41,041	32,282	[1]	63,218	52,767	[1]
Comprehensive income attributable to common stockholders	$152,132	$110,591	[1]	$212,016	$174,184	[1]
[1]As Adjusted

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (USD $)
In Thousands	6 Months Ended Jun. 30, 2009		6 Months Ended Jun. 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$132,140		$243,375	[1]
Adjustments to reconcile consolidated net income to net cash provided by operating activities -
Depreciation and amortization	511,832		450,515	[1]
Impairment charge	140,478
Straight-line rent	(14,482)		(18,324)	[1]
Equity in (income) loss of unconsolidated entities	(11,039)		4,252	[1]
Distributions of income from unconsolidated entities	53,922		49,990	[1]
Changes in assets and liabilities -
Tenant receivables and accrued revenue, net	86,919		27,757	[1]
Deferred costs and other assets	(26,856)		(37,466)	[1]
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities	14,713		42,825	[1]
Net cash provided by operating activities	887,627		762,924	[1]
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of loans to related parties	(70,000)
Repayments on loans to related parties	4,700		14,000	[1]
Capital expenditures, net	(239,711)		(461,563)	[1]
Investments in unconsolidated entities	(12,988)		(34,658)	[1]
Purchase of marketable and non-marketable securities	(134,391)		(212,865)	[1]
Distributions of capital from unconsolidated entities and other	68,448		65,119	[1]
Net cash used in investing activities	(383,942)		(629,967)	[1]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of common stock and other	1,639,579		5,357	[1]
Purchase of limited partner units			(14,043)	[1]
Preferred stock redemptions	(87,689)		(1,845)	[1]
Distributions to noncontrolling interest holders in properties	(15,129)		(13,378)	[1]
Contributions from noncontrolling interest holders in properties	2,704		1,539	[1]
Preferred distributions of the Operating Partnership	(8,329)		(9,132)	[1]
Preferred dividends and distributions to stockholders	(67,361)		(425,984)	[1]
Distributions to limited partners	(11,889)		(103,713)	[1]
Mortgage and other indebtedness proceeds, net of transaction costs	2,203,016		3,022,365	[1]
Mortgage and other indebtedness principal payments	(2,303,700)		(2,592,226)	[1]
Net cash provided by (used in) financing activities	1,351,202		(131,060)	[1]
INCREASE IN CASH AND CASH EQUIVALENTS	1,854,887		1,897	[1]
CASH AND CASH EQUIVALENTS, beginning of period	773,544	[1]	501,982	[1]
CASH AND CASH EQUIVALENTS, end of period	$2,628,431		$503,879	[1]
[1]As Adjusted

Organization

Organization
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Organization	1.Organization Simon Property Group,Inc. is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust, or REIT, under the Internal Revenue Code. Simon Property Group,L.P., or the Operating Partnership, is our majority-owned partnership subsidiary that owns all of our real estate properties. In these condensed notes to the unaudited consolidated financial statements, the terms "we", "us" and "our" refer to Simon Property Group,Inc. and its subsidiaries. We own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet centers, The Mills, and community/lifestyle centers. As of June30, 2009, we owned or held an interest in 324 income-producing properties in the United States, which consisted of 163 regional malls, 40 Premium Outlet centers, 70 community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 15 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own an interest in one parcel of land held in the United States for future development. In the United States, we have one new property currently under development aggregating approximately 400,000 square feet which will open during 2009. Internationally as of June30, 2009, we had ownership interests in 51European shopping centers (France, Italy and Poland); seven Premium Outlet centers in Japan; one Premium Outlet center in Mexico; one Premium Outlet center in South Korea; and one shopping center in China. Also, through joint venture arrangements we have ownership interest in the following properties under development internationally: a 24% interest in two shopping centers in Italy, a 40% interest in a Premium Outlet center in Japan, and a 32.5% interest in three additional shopping centers under construction in China.

Basis of Presentation

Basis of Presentation
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Basis of Presentation	2.Basis of Presentation The accompanying unaudited consolidated financial statements of Simon Property Group,Inc. include the accounts of all majority-owned subsidiaries, and all significant inter-company amounts have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended June30, 2009 are not necessarily indicative of the results that may be obtained for the full fiscal year. These consolidated financial statements have been prepared in accordance with the instructions to Form10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this Form10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2008 Annual Report on Form10-K. As of June30, 2009, we consolidated 203 wholly-owned properties and 18 additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for the remaining 164 properties, or the joint venture properties, using the equity method of accounting. We manage the day-to-day operations of 93 of the 164 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. Our investments in joint ventures in Japan, Europe, and Asia comprise 61 of the remaining 71 properties. The international properties are managed locally by joint ventures in which we share oversight responsibility with our partner. Additionally, we account for our investment in SPG-FCM Ventures,LLC, or SPG-FCM, which acquired The Mills Corporation and its majority-owned subsidiary, The Mills Limited Partnership, collectively Mills, in April 2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity (VIE) and that Farallon Capital Management, L.L.C., or Farallon, our joint venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable partnership agreements. We allocate net operating results of the Operating Partnership after preferred distributions to third parties and to us based on the partners' respective weighted average ownership interests in the Operating Partnership. Net operating results of the Operating Partnership attributed to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in the Operating Partnership was 81.6% and 79.6% for the six months ended June30, 2009 and 2008, respectively. As of June30, 2009 and December31, 2008, our ownership interest in the Operating Partnership was 83.1% and 80.4%, respectively. We adjust the limited partners' intere

Significant Accounting Policies

Significant Accounting Policies
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Significant Accounting Policies	3.Significant Accounting Policies Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements and money market funds or accounts. Cash and cash equivalents, as of June30, 2009, include a balance of $31.4million related to our co-branded gift card programs which we do not consider available for general working capital purposes. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with high credit quality institutions. However, at certain times, the cash and cash equivalents deposited with any institution may be in excess of FDIC and SIPC insurance limits. Marketable and Non-Marketable Securities Marketable securities consist primarily of the investments of our captive insurance subsidiaries, our investment in shares of common stock of Liberty InternationalPLC, or Liberty, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties that have been sold. The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from 1 to 10years. These securities are classified as available-for-sale and are valued based upon quoted market prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Our investment in Liberty is also accounted for as an available-for-sale security. Liberty operates regional shopping centers and is the owner of other retail assets throughout the United Kingdom. Liberty is a U.K. FTSE100 listed company. Liberty converted into a U.K. Real Estate Investment Trust (REIT) on January1, 2007. Our interest in Liberty is adjusted to their quoted market price, including a related foreign exchange component. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. During the quarterly period ended June30, 2009, we recognized a non-cash impairment charge of $140.5million, or $0.42 per diluted share, representing an other-than-temporary decline in fair value below the carrying value of our investment in Liberty. As of June30, 2009, we owned 35.4million shares at a weighted average cost per share of 5.74. As of June30, 2009, Liberty's quoted market price was 3.97 per share. As a result of the significance and duration of the decline in the total share price, including currency reva

Per Share Data

Per Share Data
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Per Share Data	4.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. For the Three Months Ended June30, For the Six Months Ended June30, 2009 2008 2009 2008 Net (Loss) Income attributable to Common Stockholders Basic $ (20,760 ) $ 76,572 $ 86,008 $ 164,505 Effect of dilutive securities: Impact to General Partner's interest in Operating Partnership from all dilutive securities and options 25 14 91 Net (Loss) Income attributable to Common Stockholders Diluted $ (20,760 ) $ 76,597 $ 86,022 $ 164,596 Weighted Average Shares Outstanding Basic 268,289,545 224,982,539 251,151,636 224,218,955 Effect of stock options 588,806 259,551 604,699 Effect of contingently issuable shares from stock dividends 1,542,294 Weighted Average Shares Outstanding Diluted 268,289,545 225,571,345 252,953,481 224,823,654 For the six months ended June30, 2009, potentially dilutive securities include stock options, convertible preferred stock, contingently issuable shares from stock dividends, units of limited partnership interests in the Operating Partnership, or units, that are exchangeable for common stock and preferred units of limited partnership interest of the Operating Partnership, or preferred units, that are convertible into units or exchangeable for our preferred stock. The only securities that had a dilutive effect for the six months ended June30, 2009 were stock options and contingently issuable shares from stock dividends. For the three and six months ended June30, 2008, the only securities that had a dilutive effect were stock options. We accrue dividends when they are declared. Potentially dilutive securities were excluded from the calculation of diluted earnings per share for the three months ended June30, 2009 because the effect of their conversion would have been anti-dilutive to net loss attributable to common stockholders.

Investment in Unconsolidated En

Investment in Unconsolidated Entities
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Investment in Unconsolidated Entities	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, develop new properties, and diversify our risk in a particular property or portfolio. We held joint venture ownership interests in 103 properties in the United States as of June30, 2009 and December31, 2008. We also held interests in two joint ventures which owned 51European shopping centers as of June30, 2009 and December31, 2008. We also held interests in seven joint venture properties under operation in Japan, one joint venture property in China, one joint venture property in Mexico, and one joint venture property in South Korea. We account for these joint venture properties using the equity method of accounting. Substantially all of our joint venture properties are subject to rights of first refusal, buy-sell provisions, or other sale or marketing 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 (subject to any applicable lock up or similar restrictions), which could result in either the sale of our interest or the use of available cash or borrowings to acquire a joint venture interest from our partner. Loans to SPG-FCM As part of our acquisition of a joint venture interest in The Mills Corporation through SPG-FCM, the Operating Partnership made loans to SPG-FCM and Mills primarily at rates of LIBOR plus 270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations, including the redemption of Mills' preferred stock. As of December31, 2008 and June30, 2009, the outstanding balance of our remaining loan to SPG-FCM was $520.7million and $586.0million, respectively. During the first six months of 2009 and 2008, we recorded approximately $4.5million and $8.1million in interest income (net of inter-entity eliminations), respectively, related to this loan. The loan facility bears interest at a rate of LIBOR plus 275 basis points and matures on June8, 2010, with two available one-year extensions. International Joint Venture Investments European Joint Ventures.We conduct our international operations in Europe through two European joint ventures: Simon Ivanhoe S..r.l., or Simon Ivanhoe, and Gallerie Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments was $210.6million and $224.2million as of June30, 2009 and December31, 2008, respectively, including all related components of other comprehensive income. The Operating Partnership has a 50% ownership in Simon Ivanhoe and a 49% ownership in GCI. Asian Joint Ventures.We conduct our investment in the seven international Premium Outlet operations in Japan through joint ventures in which we hold a 40% ownership interest. The carrying amount of our investment in these joint ventures was $296.0million and $312.6million as of June30, 2009 and December31, 2008, respectively, including all related components of other comprehensive income. On June1, 2007, we opened Yeoju Premium Outle

Debt

Debt
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Debt	6.Debt Unsecured Debt Our unsecured debt currently consists of $11.3billion of senior unsecured notes of the Operating Partnership and our $3.5billion unsecured credit facility, or Credit Facility. The Credit Facility bears interest at LIBOR plus 37.5 basis points and an additional facility fee of 12.5 basis points. The Credit Facility matures January11, 2010 and may be extended one year at our option. In the first six months of 2009, the Operating Partnership repaid three series of unsecured notes totaling $700.0million, which had fixed rates of 3.75%, 7.13% and 3.50%, respectively. On March25, 2009, the Operating Partnership issued $650.0million of senior unsecured notes at a fixed interest rate of 10.35% due April1, 2019. We used the proceeds from the offering to reduce borrowings on the Credit Facility and for general working capital purposes. On May15, 2009, the Operating Partnership issued $600.0million of senior unsecured notes at a fixed interest rate of 6.75% due May15, 2014. We used the proceeds from the offering for general working capital purposes. During the six months ended June30, 2009, we drew amounts from the Credit Facility to fund the repayment of $600.0million of maturing unsecured notes. We repaid a total of $1.2billion on the Credit Facility during the six months ended June30, 2009. The total outstanding balance of the Credit Facility as of June30, 2009 was $433.5million, all related to the U.S. dollar equivalent of Euro and Yen-denominated borrowings, and the maximum amount outstanding during the six months ended June30, 2009 was approximately $1.6billion. During the six months ended June30, 2009, the weighted average outstanding balance was approximately $893.4million. Secured Debt Total secured indebtedness was $6.2billion and $6.3billion at June30, 2009 and December31, 2008, respectively. Fair Value of Debt The carrying value of our variable-rate mortgages and other loans approximates their fair values. We estimate the fair values of consolidated fixed-rate mortgages using cash flows discounted at current borrowing rates and other indebtedness using cash flows at current market rates. We estimate the fair values of consolidated fixed-rate unsecured notes using quoted market prices, or, if no quoted market prices are available, we use quoted market prices for securities with similar terms and maturities. The fair values of our fixed-rate debt at June30, 2009 and December31, 2008 was $14,920 and $12,385, respectively, compared to carrying values at those dates of $15,473 and $14,919, respectively.

Equity

Equity
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Equity	7.Equity The Compensation Committee of our Board of Directors, or the Board, awarded 242,183 shares of restricted stock as part of the 2008 stock incentive program created under The Simon Property Group,L.P. 1998 Stock Incentive Plan to employees on February27, 2009 at a fair market value of $33.10 per share, 19,315 shares of restricted stock on March2, 2009 at a fair market value of $29.96 per share, and 764 shares of restricted stock on April13, 2009 at a fair market value of $42.65 per share. On May8, 2009, our non-employee Directors were awarded 11,178 shares of restricted stock under this plan at a fair market value of $53.93 per share, and 3,250 shares of restricted stock on June1, 2009 at a fair market value of $56.39 per share. The fair market value of the restricted stock awarded on February27, 2009, March2, 2009 and April13, 2009 is being recognized as expense over the four-year vesting service period. The fair market value of the restricted stock awarded on May8, 2008 and June1, 2009, is being recognized as expense over a one-year vesting service period. We issued shares held in treasury to make the awards. During the first six months of 2009, we issued 1,136,948 shares of common stock to fifty limited partners in exchange for an equal number of limited partnership units of the Operating Partnership. On June19, 2009, we issued 2,525,204 shares of common stock as part of the quarterly dividend to common shareholders at a closing price of $52.92 per share. The Operating Partnership also issued 514,720 units to limited partners related to its distribution. On March18, 2009, we issued 5,519,765 shares of common stock as part of the quarterly dividend to common shareholders at a closing price of $35.38 per share. The Operating Partnership also issued 1,345,151 units to limited partners related to its distribution. On May12, 2009, we issued 23,000,000 shares of common stock in a public offering at a public offering price of $50.00 per share. Proceeds from the offering were used for general working capital purposes. On March25, 2009, we issued 17,250,000 shares of common stock in a public offering at a public offering price of $31.50 per share. Proceeds from the offering were used to repay amounts drawn on the Credit Facility and for general working capital purposes. Our Board has authorized the repurchase of up to $1.0billion of common stock through July 2009. No purchases were made as part of this program in 2009. The program was not renewed. Temporary Equity For the quarter ending June30, 2009, holders of our SeriesI Preferred Stock were not eligible to convert their shares during the quarter into shares of our common stock as the triggering price of $77.55 was not met as of March31, 2009. As of June30, 2009, the conversion trigger price of $77.07 had again not been met. On June30, 2009, the Operating Partnership redeemed all outstanding 7.75%/8.00% Cumulative Redeemable Preferred Units for cash in the aggregate amount of $85,070. The redemption price was the liquidation value of the preferred units which was also its carrying value. Subsequent to June30, 2009, the Operating Partnership gave notices to

Commitments and Contingencies

Commitments and Contingencies
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Commitments and Contingencies	8.Commitments and Contingencies Litigation There have been no material developments with respect to the pending litigation disclosed in our 2008 Annual Report on Form10-K and no new material developments or litigation has arisen since those disclosures were made. We are involved in various other legal proceedings that arise in the ordinary course of our 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. We record a liability when a loss is considered probable and the amount can be reasonably estimated. Guarantees of Indebtedness Joint venture debt is the liability of the joint venture, and is typically secured by the joint venture property, which is non-recourse to us. As of June30, 2009, we have loan guarantees and other guarantee obligations of $47.8million and $2.0million, respectively, to support our total $6.5billion share of joint venture mortgage and other indebtedness in the event that the joint venture borrower defaults under the terms of the underlying arrangement. Mortgages which are guaranteed by us are secured by the property of the joint venture and that property may be sold in order to satisfy the outstanding obligation.

Real Estate Acquisitions and Di

Real Estate Acquisitions and Dispositions
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Real Estate Acquisitions and Dispositions	9.Real Estate Acquisitions and Dispositions We had no consolidated property acquisitions or dispositions during the six months ended June30, 2009.

Recent Financial Accounting Sta

Recent Financial Accounting Standards
	6 Months Ended Jun. 30, 2009 USD / shares
Notes to Consolidated Financial Statements
Recent Financial Accounting Standards	10.Recent Financial Accounting Standards In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.141(R), "Business Combinations", or SFAS141(R). SFAS141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS141(R) is effective for financial statements issued for fiscal years beginning after December15, 2008. Our adoption of SFAS141(R), did not have a significant impact on our results of operations or financial position. In February 2008, the FASB issued FASB Staff Position (FSP) No.157-2, "Effective Date of FASB Statement No.157" which permitted a one-year deferral for the implementation of SFAS157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). On January1, 2009, we adopted SFAS157 as it relates to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in the financial statements on at least an annual basis. The adoption of SFAS157, as it relates to nonfinancial assets and nonfinancial liabilities, had no impact on the financial statements. The provisions of SFAS157 will be applied at such time a fair value measurement of a nonfinancial asset or nonfinancial liability is required, which may result in a fair value that is materially different than would have been calculated prior to the adoption of SFAS157. In June 2008, the FASB ratified Emerging Issue Task Force Issue No.07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF07-5). EITF07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF07-5 was effective for us as of January1, 2009, and our adoption of EITF07-5 had no impact on our financial position, results of operations or cash flows. On January1, 2009, we adopted FSP No. EITF03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," (FSP EITF03-6-1). FSP EITF03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The adoption of FSP EITF03-6-1 did not have a significant impact on reported earnings per share. In May 2009, the FASB issued SFAS No.165, "Subsequent Events" (SFAS165), which is effective for interim and annual periods ending after June15, 2009. SFAS165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The statement introduces new terminolog

Document and Entity Information

Document and Entity Information (USD $)
In Millions, except Share data	6 Months Ended Jun. 30, 2009	Jun. 30, 2008
Document and Entity Information
Entity Registrant Name	SIMON PROPERTY GROUP INC.
Entity Central Index Key	0001063761
Document Type	10-Q
Document Period End Date	2009-06-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$19,730
Entity Common Stock, Shares Outstanding	281,063,518
Entity Class B Common Stock, Shares Outstanding	8,000