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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): May 6, 2004

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)		   001-14469
(Commission
File Number)		   046268599
(IRS Employer
Identification No.)

115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA
(Address of principal executive offices)
 
46204
(Zip Code)

Registrant's telephone number, including area code: 317.636.1600

Not Applicable
(Former name or former address, if changed since last report)


Item 7. Financial Statements and Exhibits

        Financial Statements:

        Exhibits:

Exhibit No.
   Description
   Page Number in
This Filing
99.1   Supplemental Information as of March 31, 2004   5

99.2
 
Earnings Release for the quarter ended March 31, 2004
 
1


Item 9. Regulation FD Disclosure

        On May 6, 2004, the Registrant made available additional ownership and operation information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of March 31, 2004, in the form of a Supplemental Information package, a copy of which is included as an exhibit to this filing. The Supplemental Information package is also available upon request as specified therein.


Item 12. Results of Operation and Financial Condition

        On May 6, 2004, the Registrant issued a press release containing information on earnings for the quarter ended March 31, 2004 and other matters. A copy of the press release is included as an exhibit to this filing.

        The exhibits furnished herewith use the non-GAAP financial measures Funds from Operations ("FFO") and Net Operating Income ("NOI"). The Company 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 Company 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 Company also uses FFO and NOI internally to measure the operating performance of its portfolio. The reconciliation of net income to FFO is provided on page 8 furnished herewith in Exhibit 99.2. The reconciliation of net income to NOI is provided on page 15 furnished herewith in Exhibit 99.1.

        The exhibits included with this filing are being furnished pursuant to Item 9 and Item 12 of Form 8-K.

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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: May 6, 2004        

 
 
SIMON PROPERTY GROUP, INC.

 
 
By:
 
/s/  STEPHEN E. STERRETT      
Stephen E. Sterrett,
 Executive Vice President and
Chief Financial Officer

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SIMON PROPERTY GROUP

Table of Contents

As of March 31, 2004

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 Information    
        Financial Highlights and Operational Statistics   9-10
        Shareholders' Equity Information   11
        Debt Information   11
        Debt-to-Market Capitalization   11
        Miscellaneous Balance Sheet Data   11
    Unaudited Pro-Rata Balance Sheet   12-13
    Unaudited Pro-Rata Statement of Operations   14
    Reconciliation of NOI to Net Income   15
    Computation of Comparable Property NOI Growth   16
    Analysis of Other Income and Other Expense   17
    NOI Composition   18

 
 
Operational Data
 
 
    Portfolio GLA, Occupancy & Rent Data   19
    Rent Information   20
    Lease Expirations   21-22
    Top Regional Mall Tenants   23
    2004 Projected Regional Mall Anchor/Big Box Openings   24
    2005 Projected Regional Mall Anchor/Big Box Openings   25
    Property Listing—North American Assets   26-31
    Property Listing—European Assets   32

 
 
Development Activity
 
 
    Capital Expenditures   33
    North American Development Activity Report   34-36
    European Development Activity Report   37

 
 
Balance Sheet Information
 
 
    Debt Amortization and Maturities by Year   38
    Summary of Indebtedness   39
    Summary of Indebtedness by Maturity   40-45
    Unencumbered Assets   46-48
    Preferred Stock/Units Outstanding   49

 
 
Quarterly Earnings Announcement
 
 

Exhibit 99.2
 
Press Release
 
1-12

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SIGNATURES
SIMON PROPERTY GROUP Table of Contents As of March 31, 2004