MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL  REPORTING We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over  financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process  designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of  Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and  the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and  includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition  of assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements  in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made  only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of  our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate  because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this  assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  Internal Control-Integrated Framework. Based on that assessment, we believe that, as of December 31, 2011, our internal control over financial reporting is effective  based on those criteria. Our independent registered public accounting firm has issued an audit report on their assessment of our internal control over  financial reporting. Their report appears on page 29 of this Annual Report. 28 Simon Property Group, Inc.