Exhibit 99.2

CONTACTS:
Shelly Doran	317.685.7330	Investors
Les Morris	317.263.7711	Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES SECOND QUARTER RESULTS
AND QUARTERLY DIVIDENDS

Indianapolis, Indiana—July 31, 2006...Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE:SPG) today announced results for the quarter ended June 30, 2006:

· Funds from operations (“FFO”) of the Simon portfolio for the quarter increased 6.9% to $358.4 million from $335.2 million in the second quarter of 2005. On a diluted per share basis the increase was 6.8% to $1.26 from $1.18 in 2005. FFO of the Simon portfolio for the six months increased 9.6% to $717.3 million from $654.7 million in 2005. On a diluted per share basis the increase was 9.1% to $2.52 per share from $2.31 per share in 2005.

· Net income available to common stockholders for the quarter decreased 46.4% to $82.9 million from $154.8 million in the second quarter of 2005. On a diluted per share basis the decrease was 47.1% to $0.37 from $0.70 in 2005. Net income available to common stockholders for the six months decreased 11.8% to $186.9 million from $211.9 million in 2005. On a diluted per share basis the decrease was 12.5% to $0.84 per share from $0.96 per share in 2005. The decrease in net income for the quarter and six months is attributable to net gains on the sale of two office building complexes in the second quarter of 2005 of approximately $120 million, or $0.40 on a diluted per share basis.

	As of				As of
	June 30, 2006				June 30, 2005				Change
Occupancy
Regional Malls(1)		91.6		%		92.2		%	60 basis point decrease
Premium Outlet® Centers(2)		99.4		%		99.2		%	20 basis point increase
Community/Lifestyle Centers(2)		89.7		%		91.5		%	180 basis point decrease
Comparable Sales per Sq. Ft.
Regional Malls(3)		$	468			$	442		5.9% increase
Premium Outlet Centers(2)		$	453			$	426		6.3% increase
Community/Lifestyle Centers(2)		$	218			$	218		unchanged
Average Rent per Sq. Ft.
Regional Malls(1)		$	35.10			$	34.16		2.8% increase
Premium Outlet Centers(2)		$	23.78			$	22.83		4.2% increase
Community/Lifestyle Centers(2)		$	11.65			$	11.13		4.7% increase

(1) For mall and freestanding stores.

(2) For all owned gross leasable area (GLA).

(3) For mall and freestanding stores with less than 10,000 square feet.

“We are pleased to report strong second quarter results and to again raise our guidance for 2006,” said David Simon, Chief Executive Officer. “Tenant sales in our regional mall and Premium Outlet portfolios continue to be robust, tenant demand for our space remains strong, and we anticipate that our regional mall occupancy will be consistent with 2005 levels by year-end. Our development pipeline also proceeds on schedule, and we look forward to the openings of Coconut Point in Estero/Bonita Springs, Florida; Round Rock Premium Outlets in Round Rock, Texas; Rio Grande Premium Outlets in Mercedes, Texas; and The Shops at Arbor Walk in Austin, Texas later this year.”

Dividends

Today the Company announced a quarterly common stock dividend of $0.76 per share. This dividend will be paid on August 31, 2006 to stockholders of record on August 17, 2006.

The Company also declared dividends on its four outstanding issues of preferred stock:

· 8.75% Series F Cumulative Redeemable Preferred (NYSE:SPGPrF) dividend of $0.546875 per share is payable on September 29, 2006 to stockholders of record on September 15, 2006.

· 7.89% Series G Cumulative Preferred (NYSE:SPGPrG) dividend of $0.98625 per share is payable on September 29, 2006 to stockholders of record on September 15, 2006.

· 6% Series I Convertible Perpetual Preferred (NYSE:SPGPrI) dividend of $0.75 per share is payable on August 31, 2006 to stockholders of record on August 17, 2006.

· 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) dividend of $1.046875 per share is payable on September 29, 2006 to stockholders of record on September 15, 2006.

U.S. Development Activity

The Company continues construction on:

· Coconut Point—a 1.2 million square foot open-air shopping complex with village and community center components in Estero/Bonita Springs (Naples-Fort Myers corridor), Florida. The initial tenants in the community center component opened in phases earlier this year and the remainder of the project is scheduled to open in November 2006.

· Round Rock Premium Outlets—a 433,000 square foot upscale outlet center in Round Rock (Austin), Texas. The project is scheduled to open on August 3, 2006.

· Rio Grande Valley Premium Outlets—a 404,000 square foot upscale outlet center in Mercedes, Texas. The project is scheduled to open on November 2, 2006.

· The Village at SouthPark—a mixed-use project comprised of residential and retail components located adjacent to Simon’s highly successful SouthPark in Charlotte, North Carolina. Crate & Barrel is scheduled to open in November of 2006, followed by other retail in March of 2007 and the residential component in May 2007.

· The Domain—a 700,000 square foot open-air center in Austin, Texas, anchored by Neiman Marcus and Macy’s and including office, residential and hotel components. The Domain is scheduled to open in March 2007.

· The Shops at Arbor Walk—a 460,000 square foot community center in Austin, Texas anchored by Home Depot. The project will open in phases from November 2006 through March 2007.

International Activity

In late May of 2006, our Italian joint venture Gallerie Commerciali Italia (“GCI”) opened a 748,000 square foot shopping center in Giugliano on the northwest side of Naples, Italy. The project opened 99.8% leased and includes a shopping gallery anchored by Auchan and Zara. The project also includes an adjacent retail park with tenants including Leroy Merlin, Decathlon, Conforma, Eldo, Oviesse, Conbipel, Euronics, and Scarpe & Scarpe. GCI owns 40% of this project.

Several international projects are under construction or will begin construction later in 2006:

· Construction continues on four shopping center projects in Italy, fully or partially owned by GCI, the Italian joint venture in which the Company owns a 49% interest. The shopping centers are located in Argine (Naples), Cinisello (Milan), Nola (Naples) and Porta di Roma (Rome) and all are expected to open in 2007.

· Two projects owned by the Company’s Simon Ivanhoe joint venture are currently under construction—one in Gliwice, Poland, and one in Wasquehal, France. Both shopping centers are expected to open in late 2006. The Company owns 50% of Simon Ivanhoe.

· Through its wholly-owned subsidiary, Chelsea Property Group L.P., the Company owns 40% of five Premium Outlet centers in Japan. Construction is underway on a 53,000 square foot phase II expansion of Toki Premium Outlets, scheduled for completion in late 2006. The Company has also announced plans for the development of its sixth Premium Outlet in Japan, Kobe Sanda Premium Outlets. The project is located in the Kobe/Osaka market, 22 miles north of downtown Kobe. Construction on the 185,000 square foot first phase is expected to commence in the fall of 2006 for a projected summer 2007 grand opening.

· Construction commenced during the first quarter on the Company’s first project in South Korea. Yeoju Premium Outlets is a 253,000 square foot upscale outlet center that will serve the greater Seoul market. The center is expected to open in spring 2007. The Company owns 50% of this project.

Disposition Activity

On April 25th, the Company sold Great Northeast Plaza, a 295,000 square foot community center in Philadelphia.

Financing Activity

On May 15th, the Company announced the closing of an offering of $800 million of senior notes by its operating partnership subsidiary, Simon Property Group, L.P. (the “Operating Partnership”). The offering consisted of $400 million of 5.75% notes due 2012 and $400 million of 6.10% notes due 2016. The Operating Partnership used the proceeds to reduce the outstanding balance of its existing $3 billion unsecured corporate credit facility.

The Company also reported that the Operating Partnership settled certain forward-starting interest rate swap contracts concurrently with the pricing of the notes. If the proceeds of these settlements were applied to the notes, the effective interest rate of the 2012 notes and the 2016 notes would be reduced to 5.71% and 5.91%, respectively, and to 5.81% on a blended basis over the 8.0 year weighted average maturity.

2006 Guidance

Today the Company updated its guidance for 2006. The Company expects diluted FFO to be within a range of $5.30 to $5.35 per share for the year ending December 31, 2006, and diluted net income available to common stockholders to be within a range of $1.79 to $1.84 per share.

The following table provides the reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.

For the year ending December 31, 2006
	Low End			High End
Estimated diluted net income available to common stockholders per share	$	1.79		$	1.84
Depreciation and amortization including our share of joint ventures	3.74			3.74
Gain on sales of interests in unconsolidated entities	(0.15		)	(0.15		)
Impact of additional dilutive securities	(0.08		)	(0.08		)
Estimated diluted FFO per share	$	5.30		$	5.35

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investor Relations section), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any 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 tomorrow, August 1, 2006. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com shortly after completion of the call.

Supplemental Materials

The Company will publish a supplemental information package which will be available at www.simon.com in the Investor Relations section, Financial Information tab. It will also be furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.

Forward-Looking Statements

Certain statements made in this press release 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 and uncertainties. Those risks and uncertainties include, but are not limited to: the Company’s ability to meet debt service requirements, the availability 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, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and

coverage, impact of terrorist activities, inflation and maintenance of REIT status. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its most recent Annual Report on Form 10-K that could cause the Company’s actual results to differ materially from the forward-looking statements that the Company makes. The Company may update that discussion in subsequent quarterly reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Funds from Operations (“FFO”)

The Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States (“GAAP”). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts (“REITs”) and provides a relevant basis for comparison among REITs. A reconciliation of GAAP reported net income to FFO is provided in the financial statement section of this press release.

About Simon

Simon Property Group, Inc., an S&P 500 company headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership, development and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle centers. The Company’s current total market capitalization is approximately $42 billion. Through its subsidiary partnership, it currently owns or has an interest in 284 properties in the United States containing an aggregate of 200 million square feet of gross leasable area in 39 states plus Puerto Rico. Simon also owns interests in 52 European shopping centers in France, Italy, and Poland; 5 Premium Outlet centers in Japan; and one Premium Outlet center in Mexico. Additional Simon Property Group information is available at www.simon.com. Simon Property Group, Inc. is publicly traded on the NYSE under the symbol SPG.

SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
REVENUE:
Minimum rent	$	485,826		$	467,398		$	973,914		$	930,549
Overage rent	15,297			14,447			31,356			27,792
Tenant reimbursements	226,777			212,720			447,812			422,953
Management fees and other revenues	19,399			17,505			39,568			37,185
Other income	51,439			40,014			93,737			75,575
Total revenue	798,738			752,084			1,586,387			1,494,054
EXPENSES:
Property operating	107,257			99,710			213,204			200,085
Depreciation and amortization	211,363			204,494			420,810			414,792
Real estate taxes	70,404			71,123			152,209			142,617
Repairs and maintenance	24,839			24,629			50,794			52,613
Advertising and promotion	20,541			18,641			37,943			36,762
Provision for (recovery of) credit losses	4,466			(1,696		)	4,460			604
Home and regional office costs	32,652			30,802			62,988			57,992
General and administrative	5,005			4,454			9,498			8,246
Other	12,162			11,104			25,228			21,925
Total operating expenses	488,689			463,261			977,134			935,636
OPERATING INCOME	310,049			288,823			609,253			558,418
Interest expense	200,743			197,782			404,815			392,986
Income before minority interest	109,306			91,041			204,438			165,432
Minority interest	(3,433		)	(2,253		)	(4,358		)	(5,560		)
Income tax expense of taxable REIT subsidiaries	(3,220		)	(2,734		)	(4,859		)	(7,420		)
Income before unconsolidated entities	102,653			86,054			195,221			152,452
Income from unconsolidated entities and beneficial interests	19,882			14,456			49,805			32,383
Gain on sales of interests in unconsolidated entities	7,599			2,134			41,949			12,607
Income from continuing operations	130,134			102,644			286,975			197,442
Results of operations from discontinued operations	(135		)	250			56			3,415
Gain on disposal or sale of discontinued operations, net	112			119,692			84			119,780
Income before allocation to limited partners	130,111			222,586			287,115			320,637
LESS:
Limited partners’ interest in the Operating Partnership	21,920			42,018			49,508			57,681
Preferred distributions of the Operating Partnership	6,928			7,350			13,754			14,274
NET INCOME	101,263			173,218			223,853			248,682
Preferred dividends	(18,395		)	(18,407		)	(36,968		)	(36,804		)
NET INCOME AVAILABLE
TO COMMON STOCKHOLDERS	$	82,868		$	154,811		$	186,885		$	211,878

SIMON
Per Share Data
Unaudited

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2006			2005		2006			2005
Basic Earnings Per Common Share:
Income from continuing operations	$	0.37		$	0.27	$	0.85		$	0.52

Discontinued operations—results of operations and gain on disposal or sale, net	0.00			0.43		0.00			0.44
Net income available to common stockholders	$	0.37		$	0.70	$	0.85		$	0.96
Percentage Change	-47.1		%			-11.5		%
Diluted Earnings Per Common Share:
Income from continuing operations	$	0.37		$	0.27	$	0.84		$	0.52

Discontinued operations—results of operations and gain on disposal or sale, net	0.00			0.43		0.00			0.44
Net income available to common stockholders	$	0.37		$	0.70	$	0.84		$	0.96
Percentage Change	-47.1		%			-12.5		%

SIMON
Consolidated Balance Sheets
Unaudited

(In thousands, except as noted)

	June 30, 2006			December 31, 2005
ASSETS:
Investment properties, at cost	$	22,004,082		$	21,745,309
Less—accumulated depreciation	4,172,347			3,809,293
	17,831,735			17,936,016
Cash and cash equivalents	330,285			337,048
Tenant receivables and accrued revenue, net	307,969			357,079
Investment in unconsolidated entities, at equity	1,523,529			1,562,595
Deferred costs and other assets	922,349			938,301
Total assets	$	20,915,867		$	21,131,039
LIABILITIES:
Mortgages and other indebtedness	$	14,133,592		$	14,106,117
Accounts payable, accrued expenses, intangibles, and deferred revenue	976,823			1,092,334
Cash distributions and losses in partnerships and joint ventures, at equity	224,984			194,476
Other liabilities, minority interest and accrued dividends	176,278			163,524
Total liabilities	15,511,677			15,556,451
COMMITMENTS AND CONTINGENCIES
LIMITED PARTNERS’ INTEREST IN THE OPERATING PARTNERSHIP	833,363			865,565
LIMITED PARTNERS’ PREFERRED INTEREST IN THE OPERATING PARTNERSHIP	400,516			401,727
STOCKHOLDERS’ EQUITY
CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000total sharesauthorized, $.0001 par value, 237,996,000 shares of excess common stock):
All series of preferred stock, 100,000,000 shares authorized, 25,420,042 and 25,632,122 issued and outstanding, respectively, and with liquidation values of $1,071,002 and $1,081,606, respectively	1,069,388			1,080,022
Common stock, $.0001 par value, 400,000,000 shares authorized, 225,536,979 and 225,165,236 issued and outstanding, respectively	23			23
Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 issued and outstanding	—			—
Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding	—			—
Capital in excess of par value	4,975,936			4,998,723
Accumulated deficit	(1,699,813		)	(1,551,179		)
Accumulated other comprehensive income	18,453			9,793
Common stock held in treasury at cost, 4,379,245 and 4,815,655 shares, respectively	(193,676		)	(230,086		)
Total stockholders’ equity	4,170,311			4,307,296
Total liabilities and stockholders’ equity	$	20,915,867		$	21,131,039

SIMON
Joint Venture Statements of Operations
Unaudited

(In thousands)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2006			2005			2006			2005
REVENUE:
Minimum rent	$	272,628		$	260,732		$	536,645		$	512,008
Overage rent	18,337			19,637			32,691			31,603
Tenant reimbursements	134,706			129,998			262,716			256,138
Other income	37,025			32,897			69,771			57,345
Total revenue	462,696			443,264			901,823			857,094
EXPENSES:
Property operating	89,738			90,873			177,219			171,319
Depreciation and amortization	83,147			84,015			159,119			159,490
Real estate taxes	33,447			32,675			67,389			65,291
Repairs and maintenance	20,786			18,119			41,724			39,471
Advertising and promotion	7,573			8,123			14,715			15,824
Provision for credit losses	1,236			1,775			1,662			5,090
Other	36,602			29,266			60,470			53,682
Total operating expenses	272,529			264,846			522,298			510,167
OPERATING INCOME	190,167			178,418			379,525			346,927
Interest expense	110,082			98,314			217,628			194,724
Income Before Gain on Sale of Asset	80,085			80,104			161,897			152,203
Gain on sale of asset	94			—			94			—
Income Before Unconsolidated Entities	80,179			80,104			161,991			152,203
Gain (Loss) from unconsolidated entities	145			(637		)	239			(1,892		)
Income from Continuing Operations	80,324			79,467			162,230			150,311
Income from discontinued joint venture interests (B)	175			214			502			138
Gain (loss) on disposal or sale of discontinued operations, net	21,151		(C)	(34		)	20,704		(C)	98,359		(D)
NET INCOME	$	101,650		$	79,647		$	183,436		$	248,808
Third-party investors’ share of net income	$	59,863		$	49,305		$	109,439		$	141,067
Our share of net income	41,787			30,342			73,997			107,741
Amortization of excess investment	(12,374		)	(15,903		)	(24,892		)	(26,179		)
Income from Beneficial Interests	1,045			—			11,276		(A)	—
Write-off of investment related to properties sold	(2,977		)(C)	945			(2,977		)(C)	(37,778		)(D)
Our share of net gain related to properties sold	(7,599		)(C)	(928		)	(7,599		)(C)	(11,401		)(D)
Income from unconsolidated entities and beneficial interests	$	19,882		$	14,456		$	49,805		$	32,383

SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)

	June 30,		December 31,
	2006		2005
ASSETS:
Investment properties, at cost	$	10,277,051		$	9,915,521
Less - accumulated depreciation	2,109,181			1,951,749
	8,167,870			7,963,772
Cash and cash equivalents	319,241			334,714
Tenant receivables	200,721			207,153
Investment in unconsolidated entities, at equity	175,532			135,914
Deferred costs and other assets	346,652			304,825
Total assets	$	9,210,016		$	8,946,378

LIABILITIES AND PARTNERS’ EQUITY:
Mortgages and other indebtedness	$	7,954,275		$	7,479,359
Accounts payable, accrued expenses and deferred revenue	417,695			403,390
Other liabilities	212,946			189,722
Total liabilities	8,584,916			8,072,471

Preferred units	67,450			67,450
Partners’ equity	557,650			806,457
Total liabilities and partners’ equity	$	9,210,016		$	8,946,378

Our Share of:
Total assets	$	3,965,479		$	3,765,258
Partners’ equity	389,439			429,942
Add: Excess Investment(E)	909,106			938,177
Our net investment in joint ventures	$	1,298,545		$	1,368,119

Mortgages and other indebtedness	$	3,433,708		$	3,169,662

SIMON
Footnotes to Financial Statements
Unaudited

Notes:

(A) Represents beneficial interest in earnings from Mall of America for the period from August 2004 through and including the second quarter of 2006 attributable to a transfer from a Simon family affiliate of certain cash flow distributions, capital transaction proceeds and related profits and losses.

(B) Discontinued joint venture interests represent those assets and partnership interests that have been sold.

(D) On January 11, 2005, Metrocenter, a regional mall in Phoenix, Arizona was sold.

(E) Excess investment represents the unamortized difference of the Company’s investment over equity in the underlying net assets of the partnerships and joint ventures. The Company generally amortizes excess investment over the life of the related properties, typically no greater than 40 years, and the amortization is included in income from unconsolidated entities.

SIMON

Reconciliation of Net Income to FFO (1)
Unaudited
(In thousands, except as noted)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Net Income(2)(3)(4)(5)	$	101,263		$	173,218		$	223,853		$	248,682
Adjustments to Net Income to Arrive at FFO:
Limited partners’ interest in the Operating Partnership and preferred distributions of the Operating Partnership	28,848			49,368			63,262			71,955
Depreciation and amortization from consolidated properties, beneficial interests and discontinued operations	210,448			205,858			423,990			417,576
Simon’s share of depreciation and amortization from unconsolidated entities	52,946			55,567			103,078			103,298
Tax provision related to sale	0			1,533			0			1,533
Gain on sales of real estate and discontinued operations	(7,711		)	(121,826		)	(42,033		)	(132,387		)
Minority interest portion of depreciation and amortization	(2,031		)	(2,792		)	(4,131		)	(4,841		)
Preferred distributions and dividends	(25,323		)	(25,757		)	(50,722		)	(51,078		)
FFO of the Simon Portfolio	$	358,440		$	335,169		$	717,297		$	654,738
Per Share Reconciliation:
Diluted net income available to common stockholders per share	$	0.37		$	0.70		$	0.84		$	0.96
Adjustments to net income to arrive at FFO:
Depreciation and amortization from consolidated properties and beneficial interests, and the Company’s share of depreciation and amortization from unconsolidated entities, net of minority interest portion of depreciation and amortization	0.94			0.92			1.88			1.83
Gain on sales of real estate and discontinued operations	(0.03		)	(0.43		)	(0.15		)	(0.47		)
Tax provision related to gain on sale	0.00			0.01			0.00			0.01
Impact of additional dilutive securities for FFO per share	(0.02		)	(0.02		)	(0.05		)	(0.02		)
Diluted FFO per share	$	1.26		$	1.18		$	2.52		$	2.31
Details for per share calculations:
FFO of the Simon Portfolio	$	358,440		$	335,169		$	717,297		$	654,738
Adjustments for dilution calculation:
Impact of preferred stock and preferred unit conversions and option exercises (6)	14,121			14,209			28,315			28,421
Diluted FFO of the Simon Portfolio	372,561			349,378			745,612			683,159
Diluted FFO allocable to unitholders	(73,724		)	(70,309		)	(147,642		)	(138,244		)
Diluted FFO allocable to common stockholders	$	298,837		$	279,069		$	597,970		$	544,915
Basic weighted average shares outstanding	220,990			220,228			220,787			220,306
Adjustments for dilution calculation:
Effect of stock options	885			883			930			887
Impact of Series C preferred unit conversion	1,047			1,078			1,054			1,105
Impact of Series I preferred unit conversion	3,278			3,424			3,276			3,426
Impact of Series I preferred stock conversion	10,826			10,682			10,839			10,680
Diluted weighted average shares outstanding	237,026			236,295			236,886			236,404
Weighted average limited partnership units outstanding	58,474			59,535			58,488			59,975
Diluted weighted average shares and units outstanding	295,500			295,830			295,374			296,379
Basic FFO per share	$	1.28		$	1.20		$	2.57		$	2.34
Percent Increase	6.7		%				9.8		%
Diluted FFO per share	$	1.26		$	1.18		$	2.52		$	2.31
Percent Increase	6.8		%				9.1		%

SIMON

Footnotes to Reconciliation of Net Income to FFO
Unaudited

Notes:

(1) The Company considers FFO a key measure of its operating performance that is not specifically defined by GAAP and believes that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and provides a relevant basis for comparison among REITs. The Company also uses this measure internally to measure the operating performance of the portfolio. The Company’s computation of FFO may not be comparable to FFO reported by other REITs.

As defined by NAREIT, FFO is consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales of real estate, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. The Company has adopted NAREIT’s clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting change or resulting from the sale of depreciable real estate. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.

(2) Includes the Company’s share of gains on land sales of $19.7 million and $8.8 million for the three months ended June 30, 2006 and 2005, respectively, and $26.3 million and $17.9 million for the six months ended June 30, 2006 and 2005, respectively.

(3) Includes the Company’s share of straight-line adjustments to minimum rent of $1.5 million and $5.4 million for the three months ended June 30, 2006 and 2005, respectively, and $5.3 million and $9.5 million for the six months ended June 30, 2006 and 2005, respectively.

(4) Includes the Company’s share of the fair market value of leases from acquisitions of $17.8 million and $13.5 million for the three months ended June 30, 2006 and 2005, respectively, and $35.2 million and $27.1 million for the six months ended June 30, 2006 and 2005, respectively.

(5) Includes the Company’s share of debt premium amortization of $6.7 million and $8.1 million for the three months ended June 30, 2006 and 2005, respectively, and $13.4 million and $16.2 million for the six months ended June 30, 2006 and 2005, respectively.

(6) Includes dividends and distributions of Series I preferred stock and Series C and Series I preferred units.