UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

Commission file number 001-14469

A. Full title of the plan:   SIMON PROPERTY GROUP
AND ADOPTING ENTITIES
MATCHING SAVINGS PLAN		    

B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
 
 
    SIMON PROPERTY GROUP, INC.
P.O. BOX 7033
INDIANAPOLIS, IN 46207-7033		    

REQUIRED INFORMATION

Item 4.    The Plan's financial statements and schedule have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). To the extent required by ERISA, the plan financial statements have been examined by independent accountants, except that the "limited scope exemption" contained in Section 103(a) (3) (C) was not available. Such financial statements and schedule are included in this Report in lieu of the information required by Items 1-3 of Form 11-K.

Simon Property Group
and Adopting Entities
Matching Savings Plan

Form 11-K

Table of Contents

(a)
Financial Statements
(b)
Signatures

(c)
Exhibit Index

FINANCIAL STATEMENTS AND SCHEDULE

Simon Property Group And Adopting Entities
Matching Savings Plan

December 31, 2003 and 2002 and for the year ended December 31, 2003
with Report of Independent Registered Public Accounting Firm

Simon Property Group And Adopting Entities Matching Savings Plan

Financial Statements and Schedule

December 31, 2003 and 2002 and
for the year ended December 31, 2003

Contents

Report of Independent Registered Public Accounting Firm    

Audited Financial Statements
 
 

Statements of Net Assets Available for Benefits
 
 
Statement of Changes in Net Assets Available for Benefits    
Notes to Financial Statements    

Schedule of Assets (Held At End of Year)
 
 

Report of Independent Registered Public Accounting Firm

Plan Administrator
Simon Property Group and Adopting Entities Matching Savings Plan:

We have audited the accompanying statements of net assets available for benefits of the Simon Property Group and Adopting Entities Matching Savings Plan as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003 in conformity with U.S. generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

May 14, 2004   /s/ Ernst & Young LLP

Simon Property Group and Adopting Entities
Matching Savings Plan

Statements of Net Assets Available for Benefits

 
   December 31
 
   2003
   2002
Assets            
Investments:            
  Money market funds   $ 822,434   $ 475,326
  Common/collective trust     17,694,491     16,412,201
  Mutual funds     112,696,816     91,460,878
  Common stock     4,966,304     3,042,451
  Participant loans receivable     2,097,070     1,854,260
   
 
    Total investments     138,277,115     113,245,116

Receivables:
 
 
 
 
 
 
  Employer contributions     —     175,938
  Participant contributions     —     169,441
  Investment income     144,350     68,894
   
 
Total receivables     144,350     414,273
   
 
Net assets available for benefits   $ 138,421,465   $ 113,659,389
   
 

See accompanying notes.

Simon Property Group and Adopting Entities
Matching Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2003

Additions:      
  Contributions:      
    Participant   $ 7,731,887
    Employer     5,096,809
  Net appreciation in fair value of investments     22,528,062
  Investment income     1,899,294
   
Total additions     37,256,052

Deductions:
 
 
 
  Benefits paid     12,183,601
  Transfers     101,952
  Administrative expenses     208,423
   
Total deductions     12,493,976
   

Net increase
 
 
24,762,076

Net assets available for benefits:
 
 
 
  Beginning of year     113,659,389
   
  End of year   $ 138,421,465
   

See accompanying notes.


Simon Property Group and Adopting Entities Matching Savings Plan

Notes to Financial Statements

December 31, 2003

1.     Description of Plan

The following brief description of the Simon Property Group and Adopting Entities Matching Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

General

The Plan is a defined contribution plan sponsored by Simon Property Group, L.P. (Simon Property Group, Inc. is the parent and managing general partner of Simon Property Group, L.P.) and affiliated companies (the Employer). The Plan is administered by an Administrative Committee appointed by the Employer. The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (Fidelity or Trustee).

Investment Valuation and Income Recognition

Investments are stated at aggregate fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the final business day of the year. Mutual funds are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. The fair value of participant units owned by the Plan in common/collective funds are based on quoted redemption value on the last business day of the Plan's year-end. The participant loans are valued at their outstanding balances, which approximates fair value.

Plan Eligibility

For the purpose of making a before tax contribution or a rollover contribution, an employee becomes a member of the plan on the first day of the month coincident with or following the completion of sixty days of active employment and attainment of age twenty-one. For the purpose of receiving the employer match, an employee becomes a member of the Plan on the first day of the month coincident with or following completion of one year of eligible service (at least 1,000 hours of employment) and upon reaching age twenty-one.

Employee Contributions

Participants may contribute from 1% to 25% of their before-tax compensation as defined in the Plan document. Contributions are subject to maximum limitations as defined in the Internal Revenue Code (the Code).

Employer Contributions

        The Employer currently matches 100% of the participants' first 3% elected salary deductions and 50% of the participants' next 2% elected salary deductions. In addition, the Employer made a discretionary contribution of 1.5% of participant compensation in 2003 and 2002. This contribution applied to all eligible employees regardless of whether or not they had made any 401(k) contributions during the plan year. During 2003, $340,459 of participant forfeitures were recognized as a reduction of employer contributions. As of December 31, 2003, cumulative participant forfeitures totaled $199,246 and will be used to reduce future employer contributions.

Participant Accounts

Each participant's account is credited for participant contributions and allocations of Employer contributions and Plan earnings. Investment earnings are allocated proportionately among all participants' accounts in an amount which bears the same ratio of their account balance to the total fund balance.

Participant Loans

All employees that invest in the Plan can borrow from their accounts. Amounts borrowed by the participant are transferred from one or more of the investment funds. The participant pays interest on the loan based on market interest rates at the date of the loan. This interest is credited to the participant's account balance. Both the maximum amounts available and repayment terms for such borrowings are restricted under provisions of the Plan.

Vesting

Participants' contributions and related investment income become vested at the time they are credited to the participants' accounts.

For years of service prior to January 1, 2000, vesting in Employer matching and discretionary contributions is based upon years of vesting service. The vesting schedule is as follows:

Years of Vesting Service
   Percentage Vested and
Nonforfeitable
  
Less than 3   0 %
3   30  
4   40  
5   60  
6   80  
7 or more   100 %

Employees are fully vested in employer matching contributions contributed on and after January 1, 2000. Employer discretionary contributions made on or after January 1, 2000 continue to vest according to the above schedule.

Payment of Benefits

Upon termination of service or retirement, participants may elect to receive payments over a period provided in the Plan document or a lump sum amount equal to the vested portion of their accounts as of the most recent valuation date before the distribution. Forfeitures of nonvested amounts for terminated employees are used to reduce Employer contributions in future years.

Administrative Expenses

All administrative expenses, with the exception of legal expenses, are paid by the Plan.

Use of Estimates

The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Plan Termination

Although the Employer has not expressed any intent to terminate the Plan, it may do so at any time by action of the Plan's Administrative Committee, subject to the provisions of ERISA. Upon termination of the Plan, participants become fully vested in their entire account balance.

3.     Investments

Investments are stated at current market value. The market values of individual assets that represent 5% or more of the Plan's assets held for investment purposes at December 31, 2003 and 2002 are as follows:

 
  
   2003
   2002
* Fidelity Growth and Income Fund   $ 26,675,320   $ 23,024,993
* Vanguard Bond Intermediate Term Portfolio Fund     —     5,956,464
* PIMCO Total Return Fund     —     5,918,898
* Fidelity Spartan U.S. Equity Index Portfolio Fund     15,850,822     13,056,274
* Fidelity Magellan Fund     14,807,100     11,351,685
* Fidelity Low Priced Stock Fund     15,338,841     10,553,008
  MAS Balanced Fund     15,912,699     13,793,090
  Fidelity Managed Income Portfolio Fund     17,694,491     16,412,201
  Templeton Institutional Foreign Equity     7,075,120     —
* Denotes all or a portion of the fund is nonparticipant-directed.          
During 2003, the Plan's investments appreciated in value as follows:
 
  
   2003
    
Mutual funds   $ 21,033,324    
Common stock     1,494,738    
     
   
      $ 22,528,062    
     
   

4.     Nonparticipant-Directed Investments

The nonparticipant directed investments are comprised of various mutual funds as directed by the Employer match. Information about the net assets and significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

 
   December 31
 
   2003
   2002
Net assets:            
  Mutual funds   $ 33,387,501   $ 30,145,137
  Money market funds     698,683     401,620
   
 
    $ 34,086,184   $ 30,546,757
   
 
 
   Year ended
December 31
2003
  
Changes in net assets:        
  Contributions   $ 1,994,684  
  Interest income     (64,998 )
  Net appreciation     5,938,933  
  Benefits paid to participants     (3,837,467 )
  Administrative expenses     (70,670 )
  Interfund transfers     (421,055 )
   
 
      3,539,427  
   
 

5.     Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated October 30, 2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

Schedule

Simon Property Group and Adopting Entities
Matching Savings Plan

Schedule H, line 4i—Schedule of Assets (Held At End of Year)

December 31, 2003

EIN: 35-1903854
Plan Number: 002

(b)

   (c)

   (d)

   (e)
Identity for Issue, Borrower, Lessor, or Similar Party
   Description of Investment
Including Maturity Date,
Rate of Interest, Par or
Maturity Value
   Cost
   Current Value
Money market funds                
* Fidelity Institutional Cash Portfolio Money Market Fund   822,434 shares   $ 822,434   $ 822,434

Common stock
 
 
 
 
 
 
 
 
* Simon Property Group Common Stock   107,171 shares     **     4,966,304

Common/collective trusts
 
 
 
 
 
 
 
 
* Fidelity Managed Income Portfolio Fund   17,694,491 shares     **     17,694,491

Mutual funds
 
 
 
 
 
 
 
 
  RS Diversified Growth Fund   77,701 shares     1,297,070     1,737,399
  CS Cap Appreciation Com   23,521 shares     **     360,114
* Fidelity Growth and Income Fund   748,675 shares     28,162,973     26,675,320
* Fidelity Magellan Fund   151,495 shares     **     14,807,100
* Fidelity Spartan U.S. Equity Index Portfolio Fund   402,203 shares     15,012,151     15,850,822
* Fidelity Low Priced Stock Fund   438,503 shares     11,306,292     15,338,841
  Franklin Small Mid Cap Growth A   56,833 shares     **     1,717,497
  MAS Balanced Fund   1,472,035 shares     **     15,912,699
  MSI Value Equity B   58,426 shares     **     543,948
  PIMCO Total Return Fund   596,811 shares     6,237,020     6,391,846
  Templeton Institutional Foreign Equity   417,411 shares     6,049,586     7,075,120
  Vanguard Bond Intermediate Term Portfolio Fund   588,036 shares     5,815,681     6,286,110
               
                  112,696,816

Participant loans
 
interest rates range from 5% to 10.75%
 
 
 
 
 
2,097,070
               
                $ 138,277,115
               
*
Indicates party-in-interest to the Plan.

**
Participant directed, cost information is no longer required.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

  SIMON PROPERTY GROUP
AND ADOPTING ENTITIES
MATCHING SAVINGS PLAN
(Name of Plan)

Date: June 27, 2004
/s/  JOHN DAHL      
John Dahl
Chief Accounting Officer

Exhibit Index

Exhibit number

   Description
23.1   Consent of Ernst & Young LLP, Independent Public Accountants