EX-99.2 4 a2110228zex-99_2.htm EXHIBIT 99.2
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Exhibit 99.2

GRAPHIC

CONTACTS:
Shelly Doran 317.685.7330 Investors
Les Morris 317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES STRONG FIRST QUARTER RESULTS AND
QUARTERLY DIVIDENDS

        Indianapolis, Indiana—May 7, 2003...Simon Property Group, Inc. (the "Company") (NYSE:SPG) today announced results for the quarter ended March 31, 2003.

    •
    Net income available to common shareholders increased 84% for the quarter to $55.1 million from $30.0 million in 2002. Diluted earnings per share increased 71% to $0.29 per share from $0.17 in 2002.

    •
    Diluted funds from operations ("FFO") for the quarter increased 22% to $177.4 million from $145.3 million in 2002. On a per share basis, the increase was 16% to $0.89 per share from $0.77 per share in 2002. In compliance with Regulation G, issued by the Securities and Exchange Commission concerning non-GAAP financial measures, the Company revised funds from operations for the first three months of 2003 and 2002, in accordance with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT"). The Company now includes the fair market value of in-place leases, calculated in full accordance with SFAS No. 141 Business Combinations and SFAS No. 142 Goodwill and Other Intangible Assets, in funds from operations. The impact of the fair market value of in-place leases is primarily the result of the Rodamco acquisition completed in May of 2002 which contributed approximately $1.9 million of FFO in the first quarter of 2003. In addition, the Company restated funds from operations for the three months ended March 31, 2002 to reflect its share of impairment of technology assets, reducing FFO by $4.2 million, or slightly less than $0.02 per share.

        Funds from Operations is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to Generally Accepted Accounting Principles (GAAP) net income available to common shareholders and earnings per share. A reconciliation of net income to FFO is provided in the financial statement section of this press release.

        Occupancy for mall and freestanding stores in the regional malls at March 31, 2003 was 91.7% as compared to 90.9% at March 31, 2002. Comparable retail sales per square foot increased 2% to $390 as compared to $383 at March 31, 2002, while total retail sales per square foot increased 2% to $386 at March 31, 2003 as compared to $377 at March 31, 2002. Average base rents for mall and freestanding stores in the regional mall portfolio were $31.28 per square foot at March 31, 2003, an increase of $1.77 or 6%, from March 31, 2002. The average initial base rent for new mall store leases signed during the first three months of 2003 was $45.57, an increase of $12.26 or 37% over the tenants who closed or whose leases expired.

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Major factors driving results for the quarter:

    •
    The Company's core business continued to perform well as evidenced by regional mall occupancy 80 basis points above the year-earlier period and average base rents 6% higher.

    •
    The portfolio of assets acquired from Rodamco North America, N.V. on May 3, 2002 continues to contribute to profitability.

    •
    The favorable interest rate environment has provided opportunities to refinance existing debt at lower rates.

        "Our primary goal for 2003 is the improvement of our operating margins through increases in rental rates on new lease executions, increases in portfolio occupancy, and a continued focus on utilizing our economies of scale to drive down operating costs," said David Simon, chief executive officer. "We made healthy progress toward that goal during the first quarter and remain focused on our strategy to enhance our core portfolio."

New Development Projects

        The Company has two new development projects currently under construction:

    •
    Las Vegas Premium Outlets is a 435,000 square foot premium manufacturers' outlet shopping center. This will be the Company's second 50/50 joint venture with Chelsea Property Group. The center is under construction on a 39-acre parcel near downtown Las Vegas, located at Interstate 15 and US route 95/93 at Charleston Boulevard. The site is one of the most visible locations in Las Vegas, approximately 10 minutes from the Las Vegas Strip. The center will offer shoppers the area's largest collection of upscale outlet stores. Scheduled opening: August 2003.

    •
    Chicago Premium Outlets is the third development to be undertaken jointly by Simon and Chelsea. Also a 50/50 joint venture, the site is approximately 35 miles west of downtown Chicago on Interstate 88, also known as the East-West Tollway, in Aurora, Illinois. This premium manufacturers' outlet shopping center will comprise 438,000 square feet. Scheduled opening: Summer 2004.

Redevelopment Activities

        On March 29th, the redevelopment of The Galleria in Houston was completed. The project included an entire mall renovation plus an expansion that added Houston's first Nordstrom, a flagship Foley's, 228,000 square feet of small shops and two parking decks. Total project cost was $144 million, of which SPG's share was $45 million. The anticipated stabilized rate of return for the project is 10%.

Dispositions

        The Company's disposition efforts continued in the first quarter with the sale of a portfolio of assets on January 9, 2003. Memorial Mall in Sheboygan, Wisconsin; Mounds Mall and Cinema in Anderson, Indiana; and Richmond Square in Richmond, Indiana were sold for $34 million. On April 29th, the Company sold Forest Village Park Mall in Forestville, Maryland for $20.5 million.

Acquisitions

        On March 14, 2003, the Company purchased the remaining ownership interest in The Forum Shops at Caesars in Las Vegas, Nevada for $174 million in cash, and assumed the minority limited partner's share of existing debt and other partnership liabilities. The acquisition was funded with borrowings on the Company's corporate credit facility.

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        The Forum Shops is one of the top retail destinations in the world with annual tenant sales in excess of $1,100 per square foot and traffic of 54,000 shoppers daily. The Company also started construction during the quarter on a 175,000-square-foot expansion of The Forum Shops affronting Las Vegas Boulevard, which will add multilevel luxury retail and restaurants.

Financing Activities

        On March 18, 2003, the Company announced that its partnership subsidiary, Simon Property Group, L.P., completed the sale of $500 million of debt securities. The issue included two tranches of senior unsecured notes: $300 million of 4.875% Notes due 2010 and $200 million of 5.450% Notes due 2013.

        Including the effect of hedging activities, the all-in effective yield is 4.67% for the seven-year notes, 5.19% for the ten-year notes and a blended effective yield of 4.88% for the entire offering. Net proceeds from the offering were primarily used to pay down Simon Property Group, L.P.'s unsecured credit facility. The transaction was priced on March 13, 2003.

Dividends

        Today the Company also announced a common stock dividend of $0.60 per share. This dividend will be paid on May 30, 2003 to shareholders of record on May 16, 2003.

        Solely for purposes of satisfying U.S. federal income tax withholding obligations under section 1.1445-8 of the federal income tax regulations with respect to payments to non-U.S. shareholders, the Company will characterize $0.1956 of this distribution as a capital gain dividend to reflect the taxable composition of its 2002 distributions. This characterization is relevant only for purposes of withholding on payments to non-U.S. shareholders of record as of the close of business on May 16, 2003, and is not relevant to U.S. shareholders. The Company also declared dividends on its three public issues of preferred stock, all payable on June 30, 2003 to shareholders of record on June 16, 2003:

    •
    Simon Property Group, Inc. 6.50% Series B Convertible Preferred Stock (NYSE:SPGPrB)—$1.625 per share

    •
    Simon Property Group, Inc. 8.75% Series F Cumulative Redeemable Preferred Stock (NYSE:SPGPrF)—$0.546875 per share

    •
    Simon Property Group, Inc. 7.89% Series G Cumulative Preferred Stock (NYSE:SPGPrG)- $0.98625 per share.

        Certain matters discussed in this press release may be deemed forward-looking statements within the meaning of the federal securities laws. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our 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 national, regional and local economic climate, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and changes in market rates of interest. The reader is directed to the Company's various filings with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K for a discussion of such risks and uncertainties.

        Funds from Operations ("FFO") is a widely used measure of the operating performance of real estate companies and is provided here as a supplemental measure to Generally Accepted Accounting Principles (GAAP) net income and earnings per share. FFO, as defined by NAREIT, means

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consolidated net income without giving effect to real estate depreciation and amortization, gains or losses from extraordinary items and gains or losses on the sales of real estate, plus the allocable portion, based on economic ownership interest, of funds from operations of unconsolidated joint ventures, all determined on a consistent basis in accordance with accounting principles generally accepted in the United States. However, FFO does not represent cash flow from operations, should not be considered as an alternative to net income as a measure of operating performance, and is not an alternative to cash flow as a measure of liquidity.

        Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership and management of income-producing properties, primarily regional malls and community shopping centers. Through its subsidiary partnerships, it currently owns or has an interest in 241 properties containing an aggregate of 183 million square feet of gross leasable area in 36 states, as well as nine assets in Europe and Canada and ownership interests in other real estate assets. Additional Simon Property Group information is available at www.simon.com.

Supplemental Materials

        The Company's supplemental information package to be filed today on Form 8-K may be requested in e-mail or hard copy formats by contacting Shelly Doran—Vice President of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207 or via e-mail at sdoran@simon.com.

Conference Call

        The Company will provide an online simulcast of its first quarter conference call at www.simon.com (Corporate Info tab), www.companyboardroom.com, and www.streetevents.com. To listen to the live call, please go to either of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 10:00 a.m. Eastern Daylight Time (New York) tomorrow, May 8th. An online replay will be available for approximately 90 days at www.simon.com.

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SIMON(A)
Combined Statements of Operations
Unaudited
(In thousands, except as noted)

 
   For the Three Months Ended
March 31,
  
 
   2003(B)(C)
   2002
  
REVENUE:              
Minimum rent   $ 335,798   $ 309,145  
Overage rent     8,103     8,276  
Tenant reimbursements     163,236     150,029  
Management fees and other revenue     18,826     —  
Other income     21,827     27,497  
   
 
 
  Total revenue     547,790     494,947  
EXPENSES:              
Property operating     80,598     73,214  
Depreciation and amortization     123,767     110,715  
Real estate taxes     53,423     52,213  
Repairs and maintenance     23,265     17,823  
Advertising and promotion     11,672     10,791  
Provision for credit losses     4,566     3,202  
Home and regional office costs     18,753     12,553  
General and administrative     3,055     623  
Other     6,867     12,372  
   
 
 
  Total operating expenses     325,966     293,506  
OPERATING INCOME     221,824     201,441  
Interest expense     151,365     147,862  
   
 
 
Income before minority interest     70,459     53,579  
Minority interest     (1,833 )   (2,588 )
Gain on sales of assets, net     4,275     —  
Income tax expense of taxable REIT subsidiaries     (1,963 )   —  
   
 
 
Income before unconsolidated entities     70,938     50,991  
Income from unconsolidated entities(D)     21,380     9,434  
   
 
 
Income before allocation to limited partners     92,318     60,425  
LESS:              
  Limited partners' interest in the Operating Partnership     18,661     11,085  
  Preferred distributions of the Operating Partnership     2,835     2,835  
   
 
 
NET INCOME     70,822     46,505  
Preferred dividends     (15,682 )   (16,499 )
   
 
 
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS   $ 55,140   $ 30,006  
   
 
 

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SIMON(A)
Per Share Data and Selected Mall Operating Statistics
Unaudited

 
   Three Months Ended March 31,
 
   2003
   2002
PER SHARE DATA:            
Net income available to Common Shareholders—Basic and Diluted   $ 0.29   $ 0.17
   
 
  Percent Increase     70.6 %    

SELECTED REGIONAL MALL OPERATING STATISTICS

 
   March 31, 2003
   March 31, 2002
  
Occupancy(E)     91.7 %   90.9 %
Average rent per square foot(E)   $ 31.28   $ 29.51  
Total sales volume (in millions)(F)   $ 3,813   $ 3,644  
Comparable sales per square foot(F)   $ 390   $ 383  
Total sales per square foot(F)   $ 386   $ 377  

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SIMON(A)
Reconciliation of Net Income to Funds from Operations ("FFO")
Unaudited
(In thousands, except as noted)

 
   Three Months Ended
March 31,
  
 
   2003
   2002(K)
  
Net Income(G)(H)   $ 70,822   $ 46,505  
Plus: Limited partners' interest in the Operating Partnership and Preferred distributions of the Operating Partnership     21,496     13,920  
Plus: Depreciation and amortization from combined consolidated properties     122,077     110,358  
Plus: Simon's share of depreciation and amortization from unconsolidated entities     34,673     36,343  
Less: Gain on sales of real estate, net     (4,275 )   —  
Less: Minority interest portion of depreciation, amortization and extraordinary items     (1,334 )   (1,995 )
Less: Preferred distributions (including those of subsidiary)     (18,518 )   (19,334 )
   
 
 
FFO of the Simon Portfolio   $ 224,941   $ 185,797  
   
 
 
FFO of the Simon Portfolio   $ 224,941   $ 185,797  
FFO Allocable to the LP Unitholders     (56,338 )   (49,964 )
   
 
 
Basic FFO Allocable to the Company     168,603     135,833  
   
 
 
Impact of Series A and B Preferred Stock Conversion & Option Exercise (I)     8,813     9,439  
Diluted FFO Allocable to the Company   $ 177,416   $ 145,272  
Basic Weighted Average Shares Outstanding     187,070     173,946  
Effect of Stock Options     674     583  
Impact of Series A Preferred 6.5% Convertible Stock     —     1,894  
Impact of Series B Preferred 6.5% Convertible Stock     12,491     12,491  
   
 
 
Diluted Weighted Average Number of Equivalent Shares     200,235     188,914  
   
 
 

Basic FFO Per Share:
 
 
 
 
 
 
 
Basic FFO Allocable to the Company   $ 168,603   $ 135,833  
Basic Weighted Average Shares Outstanding     187,070     173,946  
Basic FFO per Share   $ 0.90   $ 0.78  
  Percent Increase     15.4 %      

Diluted FFO per Share:
 
 
 
 
 
 
 
Diluted FFO Allocable to the Company   $ 177,416   $ 145,272  
Diluted Weighted Average Number of Equivalent Shares     200,235     188,914  
Diluted FFO per Share   $ 0.89   $ 0.77  
  Percent Increase     15.6 %      

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SIMON(A)
Combined Balance Sheets
Unaudited
(In thousands, except as noted)

 
   March 31,
2003(B)(C)
   December 31,
2002
  
ASSETS:              
  Investment properties, at cost   $ 14,451,360   $ 14,249,615  
    Less—accumulated depreciation     2,287,543     2,222,242  
   
 
 
      12,163,817     12,027,373  
  Cash and cash equivalents     406,941     397,129  
  Tenant receivables and accrued revenue, net     270,029     311,361  
  Notes and advances receivable from Management Company and affiliates     —     75,105  
  Investment in unconsolidated entities, at equity     1,589,560     1,665,654  
  Goodwill, net     37,212     37,212  
  Deferred costs, other assets, and minority interest, net     506,631     390,668  
   
 
 
    Total assets   $ 14,974,190   $ 14,904,502  
   
 
 
LIABILITIES:              
  Mortgages and other indebtedness   $ 9,803,899   $ 9,546,081  
  Accounts payable, accrued expenses and deferred revenue     551,254     624,505  
  Cash distributions and losses in partnerships and joint ventures, at equity     14,017     13,898  
  Other liabilities, minority interest, and accrued dividends     169,172     228,508  
   
 
 
    Total liabilities     10,538,342     10,412,992  
   
 
 
COMMITMENTS AND CONTINGENCIES              
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP     819,539     872,925  
LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP     150,852     150,852  
SHAREHOLDERS' EQUITY              
  CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock):              
    All series of preferred stock, 100,000,000 shares authorized and 16,830,057 issued and outstanding. Liquidation value $858,006.     814,373     814,254  
    Common stock, $.0001 par value, 400,000,000 shares authorized, 187,858,799 and 184,434,340 issued, respectively     19     18  
    Class B common stock, $.0001 par value, 12,000,000 shares authorized, 3,200,000 issued and outstanding     1     1  
    Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding     —     —  
  Capital in excess of par value     3,731,592     3,686,161  
  Accumulated deficit     (1,014,440 )   (961,338 )
  Accumulated other comprehensive income     6,654     (8,109 )
  Unamortized restricted stock award     (20,224 )   (10,736 )
  Common stock held in treasury at cost, 2,098,555 shares     (52,518 )   (52,518 )
   
 
 
    Total shareholders' equity     3,465,457     3,467,733  
   
 
 
    $ 14,974,190   $ 14,904,502  
   
 
 

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SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands, except as noted)

 
   For the Three Months Ended
March 31,
 
   2003
   2002
REVENUE:            
Minimum rent   $ 211,978   $ 177,674
Overage rent     5,431     4,614
Tenant reimbursements     109,451     85,689
Other income     30,494     10,218
   
 
  Total revenue     357,354     278,195

EXPENSES:
 
 
 
 
 
 
Property operating     59,676     47,220
Depreciation and amortization     62,036     52,924
Real estate taxes     36,422     30,192
Repairs and maintenance     19,412     11,722
Advertising and promotion     8,366     7,013
Provision for credit losses     2,744     1,436
Other     17,257     5,638
   
 
  Total operating expenses     205,913     156,145

OPERATING INCOME
 
 
151,441
 
 
122,050
Interest expense     87,478     75,747
   
 
Income before minority interest and unconsolidated entities     63,963     46,303
Income from unconsolidated entities     2,294     —
Minority interest     (92 )   —
   
 
Income from continuing operations     66,165     46,303
Income from discontinued joint ventures partnership interests(J)     —     8,128
   
 
NET INCOME   $ 66,165   $ 54,431
   
 
Third-party investors' share of Net Income   $ 39,323   $ 32,226
   
 
Our share of Net Income     26,842     22,205
Amortization of excess investment     5,462     5,773
   
 
Income from unconsolidated joint ventures   $ 21,380   $ 16,432
   
 

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SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands, except as noted)

 
   March 31,
2003
   December 31,
2002
ASSETS:            
  Investment properties, at cost   $ 8,543,743   $ 8,160,065
    Less—accumulated depreciation     1,417,964     1,327,751
   
 
      7,125,779     6,832,314
  Cash and cash equivalents     238,461     199,634
  Tenant receivables     190,848     199,675
  Investment in unconsolidated entities     12,242     6,966
  Other assets     183,237     190,561
   
 
    Total assets   $ 7,750,567   $ 7,429,150
   
 
LIABILITIES AND PARTNERS' EQUITY:            
  Mortgages and other notes payable   $ 5,532,646   $ 5,306,465
  Accounts payable and accrued expenses     227,335     289,793
  Other liabilities     79,171     66,090
   
 
    Total liabilities     5,839,152     5,662,348
   
 
  Preferred Units     125,000     125,000
  Partners' equity     1,786,415     1,641,802
   
 
    Total liabilities and partners' equity   $ 7,750,567   $ 7,429,150
   
 
  Our Share of:            
  Total assets   $ 3,180,290   $ 3,123,011
   
 
  Partners' equity   $ 747,995   $ 724,511
  Add: Excess Investment, net     827,548     831,728
   
 
  Our net investment in joint ventures   $ 1,575,543   $ 1,556,239
   
 
  Mortgages and other notes payable   $ 2,310,541   $ 2,279,609
   
 

        Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the partnerships and joint ventures acquired. We amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

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SIMON(A)
Footnotes to Financial Statements
Unaudited

Notes:

(A)
On December 31, 2002, Simon Property Group, Inc. merged with its paired share affiliate, SPG Realty Consultants, Inc. The Statements of Operations and Balance Sheets represent the combined, condensed financial statements of Simon Property Group, Inc. and SPG Realty Consultants, Inc. for 2002.

(B)
2003 results reflect the acquisition of assets from Rodamco North America N.V. on May 3, 2002. The portfolio acquired by Simon consists primarily of interests in 13 high-quality, highly productive regional malls in the United States.

(C)
On January 1, 2003, the Company's partnership subsidiary, Simon Property Group, L.P., acquired all of the remaining equity interests of M.S. Management Associates, Inc. ("MSM"). MSM provides management, leasing and other services for certain of the Company's properties. MSM is now a wholly owned consolidated taxable REIT subsidiary ("TRS") of Simon Property Group, L.P. As of January 1, 2003, financial results of MSM are reported on the consolidated method. New line items on the Statements of Operations as a result of the consolidation are: Management fees and other revenue, Home and regional office costs, General and administrative expense, and Income tax expense of taxable REIT subsidiaries. In prior years, a portion of Home and regional office costs and General and administrative expense incurred by MSM was allocated to the consolidated properties and reported as Property operating expense. Effective with the consolidation of MSM, this allocation is eliminated in 2003 and the allocations in 2002 have been reclassified to conform with the current year presentation. Home and regional office costs include salary and benefits, office rent, office expenses and information services expenses incurred in the Company's home office and regional offices. General and adminstrative expense represents the costs of operating as a public company and includes such items as stock exchange fees, public and investor relations expenses, executive officers' compensation expenses, audit fees, and legal fees.

(D)
Represents income from unconsolidated joint ventures (presented in the attached financial statements). 2002 also includes the Company's share of loss from MSM of $7.0 million (the loss was the result of MSM's investment in MerchantWired, which generated a loss of $8.3 million in the first quarter of 2002).

(E)
Includes mall and freestanding stores.

(F)
Based on the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, which includes only mall and freestanding stores.

(G)
Includes gains on land sales of $5.9 million and $8.6 million for the three months ended March 31, 2003 and 2002, respectively.

(H)
Includes straight-line adjustments to minimum rent of $1.7 million and $1.3 million for the three months ended March 31, 2003 and 2002, respectively.

(I)
Includes dividends of Series A and B Preferred Stock allocable to the Company as well as increased allocation of FFO to the Company as a result of assumed increase in the number of common shares outstanding. The Series A shares impacted only the 2002 results as they were converted during 2002.

(J)
Discontinued Joint Venture Partnership Interests represent those partnership interests that have been sold or consolidated. Consolidation occurs when the Company acquires additional ownership

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    interests in a partnership and as a result gains control. These interests have been separated from operational interests to present comparative balance sheets and results of operations.

(K)
Funds from operations for the three months ended March 31, 2002 were restated to reflect the Company's share of impairment of technology assets, reducing FFO by $4.2 million, or slightly less than $0.02 per share.

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QuickLinks

SIMON(A) Combined Statements of Operations Unaudited (In thousands, except as noted)
SIMON(A) Per Share Data and Selected Mall Operating Statistics Unaudited
SIMON(A) Reconciliation of Net Income to Funds from Operations ("FFO") Unaudited (In thousands, except as noted)
SIMON(A) Combined Balance Sheets Unaudited (In thousands, except as noted)
SIMON Joint Venture Statements of Operations Unaudited (In thousands, except as noted)
SIMON Joint Venture Balance Sheets Unaudited (In thousands, except as noted)