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): February 6, 2006

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.)

 

 

 

115 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 February 6, 2006, Simon Property Group, Inc. (the “Registrant”) issued a press release containing information on earnings for the quarter ended December 31, 2005 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 FFO to net income on an estimated and historical basis are provided on page 67 furnished herewith in Exhibit 99.2. Reconciliations of net income to NOI on an estimated and historical basis are provided on page 14 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. By furnishing this information, the Registrant makes no admission as to the materiality of any information in this Item 2.02, including the Exhibit 99.2.

Item 7.01.       Regulation FD Disclosure

On February 6, 2006, the Registrant made available additional ownership and operational information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of December 31, 2005, 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:

Exhibit No.

 

Description

 

Page Number in
This Filing

99.1

 

Supplemental Information as of December 31, 2005

 

5

99.2

 

Earnings Release for the quarter ended December 31, 2005

 

59

 

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: February 6, 2006

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 December 31, 2005

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 Statements of Operations

 

11-12

 

 

Unaudited Pro-Rata Balance Sheet

 

13

 

 

Reconciliation of Net Income to NOI

 

14

 

 

Analysis of Other Income and Other Expense

 

15

 

 

NOI Composition

 

16

 

 

Operational Data

 

 

 

 

U.S. Portfolio GLA

 

17

 

 

U.S. Regional Mall Operational Information

 

18

 

 

U.S. Regional Mall Lease Expirations

 

19

 

 

U.S. Regional Mall Top Tenants

 

20

 

 

U.S. Regional Mall Anchor/Big Box Openings, 2005-2007

 

21-22

 

 

U.S. Regional Mall Property Listing

 

23-27

 

 

U.S. Premium Outlet® Centers Operational Information

 

28

 

 

U.S. Premium Outlet® Centers Lease Expirations

 

29

 

 

U.S. Premium Outlet® Centers Top Tenants

 

30

 

 

U.S. Premium Outlet® Centers Property Listing

 

31

 

 

U.S. Community/Lifestyle Centers Operational Information

 

32

 

 

U.S. Community/Lifestyle Centers Lease Expirations

 

33

 

 

U.S. Community/Lifestyle Centers Top Tenants

 

34

 

 

U.S. Community/Lifestyle Centers Property Listing

 

35-36

 

 

International Operational Information

 

37

 

 

International Property Listing

 

38-40

 

 

Development Activity

 

 

 

 

Capital Expenditures in the U.S. Portfolio

 

41

 

 

U.S. Development Activity Report

 

42-43

 

 

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

 

47-52

 

 

Unencumbered Assets

 

53-57

 

 

Preferred Stock/Units Outstanding

 

58

 

 

Quarterly Earnings Announcement

 

 

Exhibit 99.2

 

Press Release

 

59-71

                                                                                               

 

4