## MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto that are included in this Annual Report to Stockholders. 

## OVERVIEW 

Simon Property Group, Inc., or Simon Property, is a Delaware corporation that operates as a self-administered and self- managed real estate investment trust, or REIT, under the Internal Revenue Code. To qualify as a REIT, among other things, a company must distribute at least 90% of its taxable income to its stockholders annually. Taxes are paid by stockholders on dividends received and any capital gains distributed. Most states also follow this federal treatment and do not require REITs to pay state income tax. Simon Property Group, L.P., or the Operating Partnership, is a majority-owned partnership subsidiary that owns all of our real estate properties and other assets. In this discussion, the terms “we”, “us” and “our” refer to Simon Property, the Operating Partnership, and its subsidiaries. 

We own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlets ® , The Mills ® , and community/lifestyle centers. As of December 31, 2011, we owned or held an interest in 326 income-producing properties in the United States, which consisted of 151 regional malls, 58 Premium Outlets, 66 community/lifestyle centers, 36 properties in the Mills portfolio, 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. Internationally, as of December 31, 2011, we had an ownership interest in a joint venture which owned 45 shopping centers in Italy. We sold our entire ownership in this joint venture to our venture partner, Auchan S.A., on January 9, 2012. Additionally, we had ownership interests in eight Premium Outlets in Japan, two Premium Outlets in South Korea, one Premium Outlet in Mexico, and one Premium Outlet in Malaysia. 

We generate the majority of our revenues from leases with retail tenants including: 

● base minimum rents, 

● overage and percentage rents based on tenants’ sales volume, and 

● recoveries of substantially all of our recoverable expenditures, which consist of property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures. 

Revenues of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed. 

We invest in real estate properties to maximize total financial return which includes both operating cash flows and capital appreciation. We seek growth in earnings, funds from operations, or FFO, and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following: 

● attracting and retaining high quality tenants and utilizing economies of scale to reduce operating expenses, 

● expanding and re-tenanting existing highly productive locations at competitive rental rates, 

● selectively acquiring or increasing our interests in high quality real estate assets or portfolios of assets, 

● generating consumer traffic in our retail properties through marketing initiatives and strategic corporate alliances, and 

● selling selective non-core assets. 

We also grow by generating supplemental revenue from the following activities: 

● establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances, including: payment systems (such as handling fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events, 

● offering property operating services to our tenants and others, including waste handling and facility services, and the provision of energy services, 

● selling or leasing land adjacent to our shopping center properties, commonly referred to as “outlots” or “outparcels,” and 

● generating interest income on cash deposits and investments in loans, including those made to related entities. 

