<PAGE>
 
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-K


[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
   
                   For the fiscal year ended December 31, 1998

                        Commission file number 333-11491


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


          Delaware                                         34-1755769
          --------                                         ----------
 (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)
 
      115 West Washington Street
        Indianapolis, Indiana                               46204
        ---------------------                               -----
(Address of principal executive offices)                  (Zip Code)



       Registrant's telephone number, including area code: (317) 636-1600

       Securities registered pursuant to Section 12 (b) of the Act: None

       Securities registered pursuant to Section 12 (g) of the Act: None


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES [X]    NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  N/A

                      Documents Incorporated By Reference

Portions of Simon Property Group, Inc.'s Proxy Statement in connection with its
Annual Meeting of Shareholders are incorporated by reference in Part III.
================================================================================

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<PAGE>
 
                           SIMON PROPERTY GROUP, L.P.
                           Annual Report on Form 10-K
                               December 31, 1998

                               TABLE OF CONTENTS


Item No.  Page No.
--------  --------



                                     Part I

  1. Business..............................................................  4
  2. Properties............................................................  9
  3. Legal Proceedings..................................................... 34
  4. Submission of Matters to a Vote of Security Holders................... 35

                                    Part II

  5. Market for the Registrant and Related Unitholders Matters............. 36
  6. Selected Financial Data............................................... 37
  7. Management's Discussion and Analysis of Financial
       Condition and Results of Operations................................. 38
 7A. Quantitative and Qualitative Disclosure About Market Risk............. 50
  8. Financial Statements and Supplementary Data........................... 50
  9. Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosure............................................ 50


                                    Part III

 10. Directors and Executive Officers of the Registrant.................... 51
 11. Executive Compensation................................................ 51
 12. Security Ownership of Certain Beneficial Owners and Management........ 51
 13. Certain Relationships and Related Transactions........................ 51

                                  Part IV

 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K..... 52

                                       2
<PAGE>
 
                                     Part I

Item 1. Business


     Background

     Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware
limited partnership, is a majority owned subsidiary of Simon Property Group Inc.
("SPG"), a Delaware corporation, formerly known as Simon DeBartolo Group, Inc.
SPG is a self-administered and self-managed real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Each
share of common stock of SPG is paired with a beneficial interest in 1/100th of
a share of common stock of SPG Realty Consultants, Inc., also a Delaware
corporation. ("SRC" and together with SPG, the "Companies"). Units of
partnership interests ("Units") in the SPG Operating Partnership are paired with
a beneficial interest in 1/100th of a Unit in SPG Realty Consultants, L.P. (the
"SRC Operating Partnership" and together with the SPG Operating Partnership, the
"Operating Partnerships"). The SRC Operating Partnership is the primary
subsidiary of SRC.

     The SPG Operating Partnership, is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development of real
estate properties, primarily regional malls and community shopping centers. As
of December 31, 1998, the SPG Operating Partnership owned or held an interest in
240 income-producing properties, which consist of 152 regional malls, 77
community shopping centers, three specialty retail centers, five office and
mixed-use properties and three value-oriented super-regional malls in 35 states
(the "Properties"). The SPG Operating Partnership also owned interests in one
regional mall, one value-oriented super-regional mall, one specialty center and
three community centers currently under construction and eleven parcels of land
held for future development (collectively, the "Development Properties", and
together with the Properties, the "Portfolio Properties"). At December 31, 1998
and 1997, the Companies' direct and indirect ownership interests in the
Operating Partnerships were 71.6% and 63.9%, respectively. The SPG Operating
Partnership also holds substantially all of the economic interest in M.S.
Management Associates, Inc. (the "Management Company"). The Management Company
manages Properties generally not wholly-owned by the SPG Operating Partnership
and certain other properties, and also engages in certain property development
activities. The SPG Operating Partnership also holds substantially all of the
economic interest in, and the Management Company holds substantially all of the
voting stock of, DeBartolo Properties Management, Inc. ("DPMI"), which provides
architectural, design, construction and other services to substantially all of
the Portfolio Properties, as well as certain other regional malls and community
shopping centers owned by third parties.


     The CPI Merger

     For financial reporting purposes, as of the close of business on September
24, 1998, pursuant to the Agreement and Plan of Merger dated February 18, 1998,
Simon DeBartolo Group, Inc. ("SDG"), Corporate Property Investors, Inc. ("CPI"),
and Corporate Realty Consultants, Inc ("CRC") combined their business operations
(the "CPI Merger"). Pursuant to the terms of the CPI Merger, SPG Merger Sub,
Inc., a substantially wholly-owned subsidiary of CPI, merged with and into SDG
with SDG continuing as the surviving company. SDG became a majority-owned
subsidiary of CPI. The outstanding shares of common stock of SDG were exchanged
for a like number of shares of CPI. Beneficial interests in CRC were acquired
for $14 million in order to pair the common stock of CPI with 1/100th of a share
of common stock of CRC, the paired share affiliate.

     Immediately prior to the consummation of the CPI Merger, the holders of CPI
common stock were paid a merger dividend consisting of (i) $90 in cash, (ii)
1.0818 additional shares of CPI common stock and (iii) 0.19 shares of 6.50%
Series B convertible preferred stock of CPI per share of CPI common stock.
Immediately prior to the CPI Merger, there were 25,496,476 shares of CPI common
stock outstanding. The aggregate value associated with the completion of the CPI
Merger was approximately $5.9 billion including transaction costs and
liabilities assumed.

     In connection with the CPI Merger, CPI was renamed "Simon Property Group,
Inc.". CRC was renamed "SPG Realty Consultants, Inc.". In addition SDG and SDG,
LP were renamed "SPG Properties, Inc.", and "Simon Property Group, L.P.",
respectively.

     Upon completion of the CPI Merger, SPG transferred substantially all of the
CPI assets acquired, which consisted primarily of 23 regional malls, one
community center, two office buildings and one regional mall under construction
(other than one regional mall, Ocean County Mall, and certain net leased
properties valued at approximately $153 million) and

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liabilities assumed (except that SPG remains a co-obligor with respect to the
Merger Facility (see Note 9 to the financial statements)) of approximately $2.3
billion to the SPG Operating Partnership or one or more subsidiaries of the SPG
Operating Partnership in exchange for 47,790,550 Units and 5,053,580 preferred
Units in the SPG Operating Partnership. The preferred partnership interests
carry substantially the same economic terms and equal the number of preferred
shares issued and outstanding as a direct result of the CPI Merger.

     For additional information concerning the CPI Merger, please see Note 3 to
the financial statements.


     The DRC Merger

     On August 9, 1996, the national shopping center business of DeBartolo
Realty Corporation ("DRC") was acquired for an aggregate value of $3.0 billion
(the "DRC Merger"). The acquired portfolio consisted of 49 regional malls, 11
community centers and 1 mixed-use Property. These Properties included 47,052,267
square feet of retail space gross leasable area ("GLA") and 558,636 of office
GLA. Pursuant to the DRC Merger, SPG issued a total of 37,873,965 shares of
common stock to the DRC shareholders. DRC became a 99.9% subsidiary of the SPG.
SPG changed its name to "Simon DeBartolo Group, Inc." In addition, the
Management Company purchased from The Edward J. DeBartolo Corporation all of the
voting stock of DPMI, for $2.5 million in cash.

     For additional information concerning the DRC Merger, please see Note 4 to
the financial statements.


     General

     As of December 31, 1998, the SPG Operating Partnership owned or held
interests in a diversified portfolio of 240 income-producing Properties,
including 152 regional malls, 77 community shopping centers, three specialty
retail centers, five office and mixed-use properties and three value-oriented
super-regional malls located in 35 states. Regional malls (including specialty
retail centers, and retail space in the mixed-use Properties), community centers
and the remaining portfolio comprised 90.3%, 6.0%, and 3.7%, respectively of
total consolidated rent revenues and tenant reimbursements in 1998. The value-
oriented super-regional malls are not included in consolidated rent revenues and
tenant reimbursements as they are all accounted for using the equity method of
accounting. The Properties contain an aggregate of approximately 164.9 million
square feet of GLA, of which 97.4 million square feet is owned by the SPG
Operating Partnership ("Owned GLA"). More than 4,400 different retailers occupy
more than 18,300 stores in the Properties. Total estimated retail sales at the
Properties exceeded $31 billion in 1998.


 

     Operating Strategies

     The SPG Operating Partnership's primary business objectives are to increase
per Unit cash generated from operations and the value of the Portfolio
Properties and operations. The SPG Operating Partnership plans to achieve these
objectives through a variety of methods discussed below, although no assurance
can be made that such objectives will be achieved.

     Leasing. The SPG Operating Partnership pursues an active leasing strategy,
     which includes aggressively marketing available space; renewing existing
     leases at higher base rents per square foot; and continuing to sign leases
     that provide for percentage rents and/or regular or periodic fixed
     contractual increases in base rents.

     Management. Drawing upon the expertise gained through management of a
     geographically diverse portfolio nationally recognized as high quality
     retail and mixed-use Properties, the SPG Operating Partnership seeks to
     maximize cash flow through a combination of an active merchandising program
     to maintain its shopping centers as inviting shopping destinations,
     continuation of its successful efforts to minimize overhead and operating
     costs, coordinated marketing and promotional activities directed towards
     establishing and maintaining customer loyalty, and systematic planning and
     monitoring of results.

     Acquisitions. The SPG Operating Partnership intends to selectively acquire
     individual properties and portfolios of properties that meet its investment
     criteria as opportunities arise. Management believes that consolidation
     will continue to occur within the shopping center industry, creating
     opportunities for the SPG Operating Partnership to acquire additional
     portfolios of shopping centers and increase operating profit margins.
     Management also believes that its extensive experience in the shopping
     center business, access to capital markets, national operating scope,
     familiarity with real estate markets and advanced management systems will
     allow it to evaluate and execute 

                                       4
<PAGE>
 
     acquisitions competitively. Additionally, the SPG Operating Partnership may
     be able to acquire properties on a tax- advantaged basis for the
     transferors.

     Development. The SPG Operating Partnership's focus is to selectively
     develop new properties in major metropolitan areas that exhibit strong
     population and economic growth. During 1998, the SPG Operating Partnership
     opened two new community shopping centers. In March of 1998, the SPG
     Operating Partnership opened the approximately $13.3 million Muncie Plaza
     in Muncie, Indiana. The SPG Operating Partnership owns 100% of this 196,000
     square-foot community center. In addition, phase I of the approximately
     $34.0 million Lakeline Plaza opened in April 1998 in Austin, Texas. Phase
     II of this 360,000 square-foot community center is scheduled to open in
     1999. Each of these new community centers is adjacent to an existing
     regional mall property. In addition, The Shops at Sunset Place, a
     destination-oriented retail and entertainment project containing
     approximately 510,000 square feet of GLA opened in January of 1999 in South
     Miami, Florida. The SPG Operating Partnership owns a noncontrolling 37.5%
     of this specialty retail center.

     Construction also continues on the following projects, which have an
aggregate construction cost of approximately $620 million, the SPG Operating
Partnership's share of which is approximately $347 million:

     o    Concord Mills, a 37.5%-owned value-oriented super regional mall
          project, containing approximately 1.4 million square feet of GLA, is
          scheduled to open in September of 1999 in Concord (Charlotte), North
          Carolina.

     o    The Mall of Georgia, an approximately 1.5 million square foot regional
          mall project, is scheduled to open in August of 1999. Adjacent to the
          regional mall, The Mall of Georgia Crossing is an approximately
          444,000 square-foot community shopping center project, which is
          scheduled to open in October of 1999. Simon Group has a noncontrolling
          50% ownership interest in each of these development projects.

     o    In addition to Mall of Georgia Crossing, two other new community
          center projects are under construction: The Shops at North East Plaza
          and Waterford Lakes at a combined 1,243,000 square feet of GLA.

     The SPG Operating Partnership also has direct or indirect interests in
     eleven other parcels of land being held for future development in nine
     states totaling approximately 904 acres. Management believes the SPG
     Operating Partnership is well positioned to pursue future development
     opportunities as conditions warrant.


     Strategic Expansions and Renovations. A key objective of the SPG Operating
     Partnership is to increase the profitability and market share of the
     Properties through the completion of strategic renovations and expansions.
     In 1998, the SPG Operating Partnership completed construction and opened
     nine new expansion and/or renovation projects: Aventura Mall in Miami,
     Florida; Castleton Square in Indianapolis, Indiana; Independence Center in
     Independence, Missouri; Irving Mall in Irving, Texas; Prien Lake Mall in
     Lake Charles, Louisiana; Richardson Square in Dallas, Texas; Tyrone Square
     in St. Petersburg, Florida; Walt Whitman Mall in Huntington, New York; and
     West Town Mall in Knoxville, Tennessee.


     The SPG Operating Partnership has a number of renovation and/or expansion
     projects currently under construction, or in preconstruction development.
     The SPG Operating Partnership expects to commence construction on many of
     these projects in the next 12 to 24 months.

     Competition

     The SPG Operating Partnership believes that it has a competitive advantage
in the retail real estate business as a result of (i) its use of innovative
retailing concepts, (ii) its management and operational expertise, (iii) its
extensive experience and relationship with retailers and lenders, (iv) the size,
quality and diversity of its Properties and (v) the mall marketing initiatives
of Simon Brand Ventures, which the SPG Operating Partnership believes is the
world's largest and most sophisticated mall marketing initiative. Management
believes that the Properties are the largest, as measured by GLA, of any
publicly traded REIT, with more regional malls than any other publicly traded
REIT. For these reasons, management believes the SPG Operating Partnership to be
the leader in the industry.

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     All of the Portfolio Properties are located in developed areas. With
respect to certain of such properties, there are other properties of the same
type within the market area. The existence of competitive properties could have
a material effect on the SPG Operating Partnership's ability to lease space and
on the level of rents the SPG Operating Partnership can obtain.

     There are numerous commercial developers, real estate companies and other
owners of real estate that compete with the SPG Operating Partnership in its
trade areas. This results in competition for both acquisition of prime sites
(including land for development and operating properties) and for tenants to
occupy the space that the SPG Operating Partnership and its competitors develop
and manage.



     Environmental Matters

     General Compliance. Management believes that the Portfolio Properties are
in compliance, in all material respects, with all Federal, state and local
environmental laws, ordinances and regulations regarding hazardous or toxic
substances (see Item 3. Legal Proceedings). Nearly all of the Portfolio
Properties have been subjected to Phase I or similar environmental audits (which
generally involve only a review of records and visual inspection of the property
without soil sampling or ground water analysis) by independent environmental
consultants. The Phase I environmental audits are intended to discover
information regarding, and to evaluate the environmental condition of, the
surveyed properties and surrounding properties. The environmental audits have
not revealed, nor is management aware of, any environmental liability that
management believes will have a material adverse effect on the SPG Operating
Partnership. No assurance can be given that existing environmental studies with
respect to the Portfolio Properties reveal all potential environmental
liabilities; that any previous owner, occupant or tenant of a Portfolio Property
did not create any material environmental condition not known to management;
that the current environmental condition of the Portfolio Properties will not be
affected by tenants and occupants, by the condition of nearby properties, or by
unrelated third parties; or that future uses or condition (including, without
limitation, changes in applicable environmental laws and regulations or the
interpretation thereof) will not result in imposition of additional
environmental liability.

     Asbestos-Containing Materials. Asbestos-containing materials are present in
most of the Properties, primarily in the form of vinyl asbestos tile, mastics
and roofing materials, which are generally in good condition. Fireproofing and
insulation containing asbestos is also present in certain Properties in limited
concentrations or in limited areas. The presence of such asbestos-containing
materials does not violate currently applicable laws. Asbestos-containing
materials will be removed by the SPG Operating Partnership in the ordinary
course of any renovation, reconstruction and expansion, and in connection with
the retenanting of space.

     Underground Storage Tanks. Several of the Portfolio Properties contain or
at one time contained, underground storage tanks used to store waste oils or
other petroleum products primarily related to auto services center
establishments or emergency electrical generation equipment. All such tanks have
been or are being removed, upgraded or abandoned in place in accordance with
applicable environmental laws. Site assessments have revealed certain soil and
groundwater contamination associated with such tanks at some of these
Properties. Subsurface investigations (Phase II assessments) and remediation
activities are either ongoing or scheduled to be conducted at such Properties.
The cost of remediation with respect to such matters have not been and are not
expected to be material.

     Properties to be Developed or Acquired. Land being held for shopping mall
development or that may be acquired for development may contain residues or
debris associated with the use of the land by prior owners or third parties. In
certain instances, such residues or debris could be or contain hazardous wastes
or hazardous substances. Prior to exercising any option to acquire any of the
optioned properties, the SPG Operating Partnership will conduct environmental
due diligence consistent with past practice.


     Employees

     The SPG Operating Partnership and its affiliates employ approximately,
6,300 persons at various centers and offices throughout the United States.
Approximately 935 of such employees are located at the SPG Operating
Partnership's headquarters in Indianapolis, Indiana, and approximately 1,075 of
all employees are part-time.

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<PAGE>
 
     Insurance

     The SPG Operating Partnership has comprehensive liability, fire, flood,
extended coverage and rental loss insurance with respect to its Properties.
Management believes that such insurance provides adequate coverage.


     Corporate Headquarters

     The SPG Operating Partnership's executive offices are located at National
City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and its
telephone number is (317) 636-1600.

                                       7
<PAGE>
 
     Executive Officers of the Registrant

     The following table sets forth certain information with respect to the
executive officers of SPG, which is the managing general partner of the SPG
Operating Partnership, as of December 31, 1998.

                 Name          Age   Position
                 ----          ---   --------
     Melvin Simon (1)          72    Co-Chairman
     Herbert Simon (1)         64    Co-Chairman
     David Simon (1)           37    Chief Executive Officer
     Hans C. Mautner           60    Vice Chairman
     Richard S. Sokolov        49    President and Chief Operating Officer
     Randolph L. Foxworthy     54    Executive Vice President - Corporate
                                     Development
     William J. Garvey         59    Executive Vice President - Property
                                     Development
     James A. Napoli           52    Executive Vice President - Leasing
     John R. Neutzling         46    Executive Vice President - 
                                       Property Management
     James M. Barkley          47    General Counsel; Secretary
     Stephen E. Sterrett       43    Treasurer
     John Rulli                42    Senior Vice President - Human Resources &
                                     Corporate Operations
     James R. Giuliano, III    41    Senior Vice President
 
     (1)  Melvin Simon is the brother of Herbert Simon and the father of David
          Simon.

     Set forth below is a summary of the business experience of the executive
officers of SPG. The executive officers of SPG serve at the pleasure of the
Board of Directors and have served in such capacities since the formation of SPG
in 1993, with the exception of Mr. Mautner, who has held his office since the
CPI Merger and Mr. Sokolov and Mr. Giuliano who have held their offices since
the DRC Merger. For biographical information of Melvin Simon, Herbert Simon,
David Simon, Hans C. Mautner, and Richard Sokolov, see Item 10 of this report.


     Mr. Foxworthy is the Executive Vice President - Corporate Development of
SPG. Mr. Foxworthy joined Melvin Simon & Associates, Inc. ("MSA") in 1980 and
has been an Executive Vice President in charge of Corporate Development of MSA
since 1986 and has held the same position with SPG since its formation in 1993.

     Mr. Garvey is the Executive Vice President - Property Development of SPG.
Mr. Garvey, who was Executive Vice President and Director of Development at MSA,
joined MSA in 1979 and held various positions with MSA.

     Mr. Napoli is the Executive Vice President - Leasing of SPG. Mr. Napoli
also served as Executive Vice President and Director of Leasing of MSA, which he
joined in 1989.

     Mr. Neutzling is the Executive Vice President - Property Management of SPG.
Mr. Neutzling has also been an Executive Vice President of MSA since 1992
overseeing all property and asset management functions. He joined MSA in 1974
and has held various positions with MSA.

     Mr. Barkley serves as SPG's General Counsel and Secretary. Mr. Barkley
holds the same position for MSA. He joined MSA in 1978 as Assistant General
Counsel for Development Activity.

     Mr. Sterrett serves as SPG's Treasurer. He joined MSA in 1989 and has held
various positions with MSA.

     Mr. Rulli holds the position of Senior Vice President - Human Resources and
Corporate Operations. He joined MSA in 1988 and has held various positions with
MSA.

     Mr. Giuliano has served as Senior Vice President since the DRC Merger. He
joined DRC in 1993, where he served as Senior Vice President and Chief Financial
Officer up to the DRC Merger.

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<PAGE>
 
Item 2. Properties


     Portfolio Properties

     The Properties primarily consist of two types: regional malls and community
shopping centers. Regional malls contain two or more anchors and a wide variety
of smaller stores ("Mall" stores) located in enclosed malls connecting the
anchors. Additional stores ("Freestanding" stores) are usually located along the
perimeter of the parking area. The 152 regional malls in the Properties range in
size from approximately 200,000 to 2.2 million square feet of GLA, with all but
three regional malls over 400,000 square feet. These regional malls contain in
the aggregate nearly 16,000 occupied stores, including over 600 anchors which
are mostly national retailers. As of December 31, 1998, regional malls
(including specialty retail centers, and retail space in the mixed-use
Properties) represented 85.0% of total GLA, 79.9% of Owned GLA and 85.8% of
total annualized base rent of the Properties.

     Community shopping centers are generally unenclosed and smaller than
regional malls. Most of the 77 community shopping centers in the Properties
range in size from approximately 100,000 to 400,000 square feet of GLA.
Community shopping centers generally are of two types: (i) traditional community
centers, which focus primarily on value-oriented and convenience goods and
services, are usually anchored by a supermarket, drugstore or discount retailer
and are designed to service a neighborhood area; and (ii) power centers, which
are designed to serve a larger trade area and contain at least two anchors that
are usually national retailers among the leaders in their markets and occupy
more than 70% of the GLA in the center. As of December 31, 1998, community
shopping centers represented 11.1% of total GLA, 13.7% of Owned GLA and 6.6% of
the total annualized base rent of the Properties.

     The SPG Operating Partnership also has an interest in three specialty
retail centers, five office and mixed-use Properties and three value-oriented
super-regional malls. The specialty retail centers contain approximately 763,000
square feet of GLA and do not have anchors; instead, they feature retailers and
entertainment facilities in a distinctive shopping environment and location. The
five office and mixed-use Properties range in size from approximately 350,000 to
1,033,000 square feet of GLA. Two of these Properties are regional malls with
connected office buildings, two are located in mixed-use developments and
contain primarily office space and one is solely office space. The value-
oriented super-regional malls are each joint venture partnerships ranging in
size from approximately 1.2 million to 1.3 million square feet of GLA. These
include Arizona Mills, Grapevine Mills and Ontario Mills. These Properties
combine retail outlets, manufacturers' off-price stores and other value-oriented
tenants. As of December 31, 1998, value-oriented super-regional malls
represented 2.3% of total GLA, 3.7% of Owned GLA and 4.1% of the total
annualized base rent of the Properties.

     As of December 31, 1998, approximately 89.9% of the Mall and Freestanding
Owned GLA in regional malls, specialty retail centers and the retail space in
the mixed use Properties was leased, approximately 98.2% of the Owned GLA in the
value-oriented super-regional malls was leased, and approximately 91.4% of Owned
GLA in the community shopping centers was leased.

     Of the 240 Properties, 172 are owned 100% by the SPG Operating Partnership
and the remainder are held as joint venture interests. The SPG Operating
Partnership is the managing or co-managing general partner of all but eight of
the Properties held as joint venture interests.

                                       9
<PAGE>
 
                                  ADDITIONAL INFORMATION



     The following table sets forth certain information, as of December 31,
1998, regarding the Properties:


<TABLE>
<CAPTION>
                                                The SPG
                             Ownership         Operating
                              Interest       Partnership's
                           (Expiration if      Percentage       Year Built         Total
        Name/Location        Lease) (1)        Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------      ----------         ------------      -----------        -----        -------------------------
 REGIONAL MALLS

<S>                          <C>                    <C>                 <C>       <C>          <C>                      
 1. Alton Square         Fee                    100.0      Acquired 1993      641,409      Famous Barr, JCPenney,
    Alton, IL                                                                              Sears

 2. Amigoland Mall       Fee                    100.0       Built 1974        558,622      Beall's, Dillard's, JCPenney,
    Brownsville, TX                                                                        Montgomery Ward

 3. Anderson Mall        Fee                    100.0       Built 1972        637,924      Gallant Belk, JCPenney,
    Anderson, SC                                                                           Sears, Uptons, United Artists
                                                                                           Theatre
 4. Aurora Mall          Ground Lease           100.0        Acquired         999,932      JCPenney, Foley's (3), Sears
    Aurora, CO           (2009)                                1998

 5. Aventura Mall (4)    Fee                     33.3       Built 1983      1,551,190      AMC Theatre, Bloomingdales,
    Miami, FL                                                                              Burdines (5), JCPenney, Lord
                                                                                           & Taylor, Macy's, Sears
 6. Avenues, The         Fee                     25.0       Built 1990      1,112,206      Belk, Dillard's,
    Jacksonville, FL                                                                       Sears, Parisian, JCPenney

 7. Barton Creek Square  Fee                    100.0       Built 1981      1,369,938      Dillard's (3), Foley's,
    Austin, TX                                                                             General Cinema, JCPenney,
                                                                                           Sears, Montgomery Ward
 8. Battlefield Mall     Fee and Ground         100.0       Built 1970      1,198,759      Dillard's, Famous Barr,
    Springfield, MO      Lease (2056)                                                      Montgomery Ward, Sears,
                                                                                           JCPenney
 9. Bay Park Square      Fee                    100.0       Built 1980        642,639      Kohl's, Montgomery Ward,
    Green Bay, WI                                                                          Shopko, Elder-Beerman, Marcus
                                                                                           Cinema
10. Bergen Mall          Fee and Ground         100.0        Acquired         922,432      Value City, Stern's,
    Paramus, NJ          Lease (6) (2061)                      1987                        Marshall's, Off 5th-Saks
                                                                                           Fifth Avenue Outlet

11. Biltmore Square      Fee                 (7) 66.7       Built 1989        494,548      Belk, Dillard's, Proffitt's,
    Asheville, NC                                                                          Goody's

12. Boynton Beach Mall   Fee                    100.0       Built 1985      1,064,137      Burdines, Macy's, Sears,
    Boynton Beach, FL                                                                      Dillard's (3) (5), JCPenney

13. Brea Mall            Fee                    100.0        Acquired       1,302,126      JCPenney, Robinsons-May,
    Brea, CA                                                   1998                        Nordstrom, Sears, Macy's

14. Broadway Square      Fee                    100.0      Acquired 1994      571,430      Dillard's, JCPenney, Sears
    Tyler, TX

15. Brunswick Square     Fee                    100.0       Built 1973        734,639      Barnes & Noble (5), Brunswick
    East Brunswick, NJ                                                                     Square Movies,
                                                                                                Macy's, JCPenney

</TABLE>

                                       10
<PAGE>
 
<TABLE>
<CAPTION>
                                                       The SPG
                                  Ownership           Operating
                                   Interest         Partnership's
                                (Expiration if        Percentage       Year Built         Total
        Name/Location             Lease) (1)          Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------           ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                   <C>           <C>              <C>           <C>                      

16. Burlington Mall            Ground Lease            100.0       Acquired        1,252,109      Lord & Taylor, Filene's,
    Burlington, MA             (2048)                                1998                         Macy's, Sears

17. Castleton Square           Fee                     100.0      Built 1972       1,390,085      Galyan's, LS Ayres,
    Indianapolis, IN                                                                              Lazarus, JCPenney, Sears,
                                                                                                  Von Maur
18. Century III Mall           Fee                  (8) 50.0      Built 1979       1,286,753      Lazarus, Kaufmann's,
    Pittsburgh, PA                                                                                JCPenney, Sears, T.J. Maxx,
                                                                                                  Wickes Furniture
19. Charlottesville Fashion    Ground Lease            100.0       Acquired          573,619      Belk (5), JCPenney, Sears
    Square                     (2076)                              1997
    Charlottesville, VA        

20. Chautauqua Mall            Fee                     100.0      Built 1971         435,790      The Bon Ton , Sears,
    Jamestown, NY                                                                                 JCPenney, Office Max

21. Cheltenham Square          Fee                     100.0      Built 1981         633,073      Burlington Coat Factory,
    Philadelphia, PA                                                                              United Artists Theatre, Home
                                                                                                  Depot, Value City, Seaman's
                                                                                                  Furniture, Shop Rite
22. Chesapeake Square          Fee and Ground       (7) 75.0      Built 1989         704,511      Dillard's (3), JCPenney,
    Chesapeake, VA             Lease (2062)                                                       Sears, Montgomery Ward,
                                                                                                  Hecht's (5)
23. Cielo Vista Mall           Fee and Ground          100.0      Built 1974       1,192,002      Dillard's (3), JCPenney,
    El Paso, TX                Lease (9) (2027)                                                   Montgomery Ward,
                                                                                                  Sears
24. Circle Centre              Property Lease           14.7      Built 1995         800,929      Nordstrom, Parisian,
    Indianapolis, IN           (2097)                                                             United Artists Theatre,
                                                                                                  Gameworks
25. College Mall               Fee and Ground          100.0      Built 1965         708,151      JCPenney, Lazarus,
    Bloomington, IN            Lease (9) (2048)                                                   L.S. Ayres, Sears, Target

26. Columbia Center            Fee                     100.0     Acquired 1987       772,583      Barnes & Noble,
    Kennewick, WA                                                                                 The Bon Marche, Eastgate
                                                                                                  Theatre, Lamonts, JCPenney,
                                                                                                  Sears
27. Coral Square               Fee                      50.0      Built 1984         944,466      Burdines (3), Dillard's,
    Coral Springs, FL                                                                             JCPenney, Sears

28. Cordova Mall               Fee                     100.0       Acquired          841,398      Montgomery Ward, Parisian,
    Pensecola, FL                                                    1998                         Dillard's (3)

29. Cottonwood Mall            Fee                     100.0      Built 1996       1,044,369      Dillard's, Foley's,
    Albuquerque, NM                                                                               JCPenney, Mervyn's,
                                                                                                  Montgomery Ward,
                                                                                                  United Artists Theatre
30. Crossroads Mall            Fee                     100.0     Acquired 1994       871,764      Dillard's, Sears,
    Omaha, NE                                                                                     Younkers, Barnes & Noble

31. Crystal Mall (4)           Fee                      50.0       Acquired          785,365      JCPenney, Filene's, Sears,
    Waterford, CT                                                    1998                         Macy's

32. Crystal River Mall         Fee                     100.0      Built 1990         426,124      Belk, Kmart, JCPenney, Regal
    Crystal River, FL                                                                             Cinema, Sears
</TABLE>

                                       11
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                           <C>        <C>             <C>            <C>                      
33. Dadeland Mall              Fee                          50.0       Acquired        1,405,693      Burdine's, Burdine's Home
    Miami, FL                                                            1997                         Gallery, JCPenney, Limited,
                                                                                                      Lord & Taylor, Saks Fifth
                                                                                                      Avenue
34. DeSoto Square              Fee                         100.0      Built 1973         687,156      Burdines, JCPenney,
    Bradenton, FL                                                                                     Sears, Dillard's, Regal Cinema


35. Eastern Hills Mall         Fee                         100.0      Built 1971         997,664      Sears, The Bon Ton,
    Buffalo, NY                                                                                       JCPenney, Kaufmann's,
                                                                                                      Burlington Coat Factory
36. Eastland Mall              Fee                          50.0       Acquired          911,838      JC Penney, De Jong's, Famous
    Evansville, IN                                                       1998                         Barr, Lazarus

37. Eastland Mall              Fee                         100.0      Built 1986         706,617      Dillard's, Hollywood Cinema,
    Tulsa, OK                                                                                         JCPenney, Mervyn's,
                                                                                                      Service Merchandise
38. Edison Mall                Fee                         100.0     Acquired 1997       986,971      Burdines (3), Dillard's,
    Fort Meyers, FL                                                                                   JCPenney, Sears

39. Empire Mall (4)            Fee                          50.0       Acquired        1,051,421      JCPenney, Younkers, Sears,
    Sioux Falls, SD                                                      1998                         Daytons, (10)

40. Fashion Mall at Keystone   Ground Lease (2067)         100.0     Acquired 1997       651,671      Jacobsons, Parisian
    at the Crossing, The
    Indianapolis, IN

41. Florida Mall, The          Fee                          50.0      Built 1986       1,119,813      Burdines (5), Dillard's,
    Orlando, FL                                                                                       JCPenney, Parisian,
                                                                                                      Saks Fifth Avenue, Sears
42. Forest Mall                Fee                         100.0      Built 1973         483,695      JCPenney, Kohl's,
    Fond Du Lac, WI                                                                                   Younkers, Sears, Staples

43. Forest Village Park Mall   Fee                         100.0      Built 1980         418,354      JCPenney, Kmart
    Forestville, MD

44. Fremont Mall               Fee                         100.0      Built 1966         199,710      1/2 Price Store, JCPenney
    Fremont, NE

45. Golden Ring Mall           Fee                         100.0      Built 1974         719,733      Caldor (11), Hecht's,
    Baltimore, MD                                                                                     Montgomery Ward,
                                                                                                      United Artists
46. Granite Run Mall           Fee                          50.0       Acquired        1,034,479      Boscovs, AMC Theatre,
    Media, PA                                                            1998                         JCPenney, Sears

47. Great Lakes Mall           Fee                         100.0      Built 1961       1,294,950      Dillard's (3), Regal Cinema,
    Cleveland, OH                                                                                     Kaufmann's,
                                                                                                      JCPenney, Sears
48. Greenwood Park             Fee                         100.0     Acquired 1979     1,278,298      JCPenney, JCPenney Home
     Mall                                                                                             Store, Lazarus, L.S. Ayres,
    Greenwood, IN                                                                                     Sears, Service Merchandise,
                                                                                                      Von Maur
49. Gulf View Square           Fee                         100.0      Built 1980         802,938      Burdines, Dillard's,
    Port Richey, FL                                                                                   Montgomery Ward,
                                                                                                      JCPenney, Sears
</TABLE>
       

                                       12
<PAGE>
 
<TABLE>
<CAPTION>
                                                      The SPG
                                  Ownership          Operating
                                   Interest        Partnership's
                                (Expiration if       Percentage       Year Built         Total
        Name/Location             Lease) (1)         Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------          ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                      <C>        <C>             <C>            <C>                      
50. Gwinnett Place             Fee                     50.0       Acquired        1,246,457      Parisian, Macy's, JCPenney,
    Duluth, GA                                                      1998                         Rich's, Sears

51. Haywood Mall               Fee                     50.0       Acquired        1,243,472      Belk Simpson, JCPenney,
    Greensville, SC                                                 1998                         Rich's, Sears, Dillard's

52. Heritage Park Mall         Fee                    100.0      Built 1978         637,356      Dillard's, Sears,
    Midwest City, OK                                                                             Montgomery Ward,
                                                                                                 Service Merchandise
53. Highland Mall (4)          Fee                     50.0       Acquired        1,097,785      Dillard's (3), Foley's,
    Austin, TX                                                      1998                         JCPenney

54. Hutchinson Mall            Fee                    100.0      Built 1985         525,661      Cinema 8, Dillard's, JCPenney,
    Hutchinson, KS                                                                               Sears, Hobby Lobby

55. Independence Center        Fee                    100.0     Acquired 1994     1,025,758      The Jones Store Co.,
    Independence, MO                                                                             Dillard's, Sears

56. Indian River Mall          Fee                     50.0      Built 1996         747,919      AMC Theatre, Burdines, Sears,
    Vero Beach, FL                                                                               JCPenney, Dillard's

57. Ingram Park Mall           Fee                    100.0      Built 1979       1,131,616      Dillard's (3), Foley's,
    San Antonio, TX                                                                              JCPenney, Sears, Beall's

58. Irving Mall                Fee                    100.0      Built 1971       1,098,560      Barnes & Noble, Dillard's,
    Irving, TX                                                                                   Foley's, General Cinema,
                                                                                                 JCPenney, Mervyn's, Sears,
59. Jefferson Valley Mall      Fee                    100.0      Built 1983         589,444      Macy's, Sears,
    Yorktown Heights, NY                                                                         Service Merchandise, United
                                                                                                 Artist Theatre
60. Knoxville Center           Fee                    100.0      Built 1984         990,092      Dillard's, JCPenney,
    Knoxville, TN                                                                                Proffitt's, Regal Cinema,
                                                                                                 Sears, Service Merchandise
61. La Plaza                   Fee and Ground         100.0      Built 1976         989,322      Dillard's, JCPenney, Beall's,
    McAllen, TX                Lease (6) (2040)                                                  Foley's, Sears,
                                                                                                 Service Merchandise,
                                                                                                 Joe Brand-Lady Brand
62. Lafayette Square           Fee                    100.0      Built 1968       1,226,227      JCPenney, LS Ayres, Sears,
    Indianapolis, IN                                                                             Lazarus, Waccamaw, Burlington
                                                                                                 Coat Factory (5)
63. Laguna Hills Mall          Fee                    100.0     Acquired 1997       868,731      JCPenney,
    Laguna Hills, CA                                                                             Macy's, Sears

64. Lake Square Mall           Fee                     50.0       Acquired          560,671      AMC 6 Theatres, JCPenney,
    Leesburg, FL                                                    1998                         Sears, Belk, Target

65. Lakeland Square            Fee                     50.0      Built 1988         899,350      Belk, Burdines,
    Lakeland, FL                                                                                 Dillard's (3),
                                                                                                 JCPenney, Sears
66. Lakeline Mall              Fee                (12) 85.0      Built 1995       1,102,847      Dillard's, Foley's, Sears,
    N. Austin, TX                                                                                JCPenney, Mervyn's, Regal
                                                                                                 Cinema
67. Lenox Square               Fee                    100.0       Acquired        1,426,493      Neiman Marcus, Macy's,
    Atlanta, GA                                                     1998                         Rich's, United Artists
                                                                                                      Theatres
</TABLE>
                

                                       13
<PAGE>
 
<TABLE>
<CAPTION>
                                                       The SPG
                                  Ownership           Operating
                                   Interest         Partnership's
                                (Expiration if        Percentage       Year Built         Total
        Name/Location             Lease) (1)          Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------           ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                       <C>        <C>             <C>            <C>                      
68. Lima Mall                  Fee                     100.0      Built 1965         752,802      Elder-Beerman, Sears,
    Lima, OH                                                                                      Lazarus, JCPenney

69. Lincolnwood Town Center    Fee                     100.0      Built 1990         441,131      Carson Pirie Scott,
    Lincolnwood, IL                                                                               JCPenney

70. Lindale Mall (4)           Fee                      50.0       Acquired          693,660      Younkers, Von Maur, Sears
    Cedar Rapids, IA                                                 1998

71. Livingston Mall            Fee                     100.0        Acuired          985,659      Macy's, Sears, Lord & Taylor
    Livingston, NJ                                                   1998

72. Longview Mall              Fee                     100.0      Built 1978         616,608      Dillard's (3), JCPenney,
    Longview, TX                                                                                  Sears, Service Merchandise,
                                                                                                  Beall's
73. Machesney Park Mall        Fee                     100.0      Built 1979         556,093      Bergners, JCPenney,
    Rockford, IL                                                                                  Kerasotes Theatre, Kohl's,
                                                                                                  Seventh Avenue Direct
74. Markland Mall              Ground Lease            100.0      Built 1968         390,901      Lazarus, Sears,
    Kokomo, IN                 (2041)                                                                   Target

75. McCain Mall                Ground Lease (13)       100.0      Built 1973         776,508      Dillard's, JCPenney,
    N. Little Rock, AR         (2032)                                                             M.M. Cohn, Sears

76. Melbourne Square           Fee                     100.0      Built 1982         737,526      Belk, Burdines,
    Melbourne, FL                                                                                 Dillard's (3), JCPenney

77. Memorial Mall              Fee                     100.0      Built 1969         416,698      JCPenney, Kohl's,
    Sheboygan, WI                                                                                 Sears

78. Menlo Park Mall            Fee                     100.0     Acquired 1997     1,299,492      Macy's, Nordstrom,
    Edison, NJ                                                                          (14)      Cineplex Odeon

79. Mesa Mall (4)              Fee                      50.0       Acquired          850,571      Sears, Herberger's, JCPenney,
    Grand Junction, CO                                               1998                         Target, Mervyn's

80. Metrocenter (4)            Fee                      50.0       Acquired        1,303,516      Macy's, Dillard's,
    Phoenix, AZ                                                      1998                         Robinsons-May, JCPenney, Sears

81. Miami                      Fee                      60.0      Built 1982         972,340      Burdines (3), Sears,
    International Mall                                                                            Dillard's, JCPenney
    Miami, FL

82. Midland Park Mall          Fee                     100.0      Built 1980         616,336      Dillard's (3), JCPenney,
    Midland, TX                                                                                   Sears, Beall's

83. Miller Hill Mall           Fee                     100.0      Built 1973         800,808      JCPenney, Montgomery Ward,
    Duluth, MN                                                                                    Sears, Younkers

84. Mission Viejo Mall         Fee                     100.0      Built 1979         818,315      Macy's,
    Mission Viejo, CA                                                                             Robinsons - May (3),
                                                                                                  Nordstrom (5), Saks Fifth
                                                                                                  Avenue (5)
</TABLE>

                                       14
<PAGE>
 
<TABLE>
<CAPTION>
                                                      The SPG
                                  Ownership          Operating
                                   Interest        Partnership's
                                (Expiration if       Percentage       Year Built         Total
        Name/Location             Lease) (1)         Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------          ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                      <C>        <C>             <C>            <C>                      
 85. Mounds Mall               Ground Lease            100.0      Built 1965         407,673       Elder-Beerman, JCPenney,
     Anderson, IN              (2033)                                                              Sears

 86. Muncie Mall                Fee                    100.0      Built 1970         656,715      JCPenney, L.S. Ayres,
     Muncie, IN                                                                                   Sears, Elder Beerman (3)

 87. Nanuet Mall                Fee                    100.0       Acquired          913,844      Stern's, Macy's, Sears
     Nanuet, NY                                                      1998

 88. North East Mall            Fee                    100.0      Built 1971       1,141,429      Dillard's (3), JCPenney,
     Hurst, TX                                                                                    Montgomery Ward, Sears,
                                                                                                  Nordstrom (5), Saks Fifth
                                                                                                  Avenue (5)
 89. North Towne Square         Fee                    100.0      Built 1980         751,605      Lion, Montgomery Ward, (10)
     Toledo, OH

 90. Northfield Square          Fee                 (7) 31.6      Built 1990         558,737      Cinemark Movies 10, Carson
     Bradley, IL                                                                                  Pirie Scott (3) (5),
                                                                                                  JCPenney, Sears
 91. Northgate Mall             Fee                    100.0     Acquired 1987     1,104,888      The Bon Marche, Lamonts,
     Seattle, WA                                                                        (15)      Nordstrom, JCPenney

 92. Northlake Mall             Fee                    100.0       Acquired          962,397      JCPenney, Parisian, Macy's,
     Atlanta, GA                                                     1998                         Sears

 93. Northwoods Mall            Fee                    100.0     Acquired 1983       667,561      Famous Barr, JCPenney,
     Peoria, IL                                                                                   Sears

 94. Northpark Mall             Fee                     50.0       Acquired        1,057,383      Von Maur, Younkers,
     Davenport, IA                                                   1998                         Montgomery Ward, JCPenney,
                                                                                                  Sears
 95. Oak Court Mall             Fee                    100.0     Acquired 1997       842,406      Dillard's (3), Goldsmith's
     Memphis, TN                                                                        (16)

 96. Orange Park Mall           Fee                    100.0     Acquired 1994       924,893      AMC 24 Theatre, Belk,
     Jacksonville, FL                                                                             Dillard's, JCPenney, Sears

 97. Orland Square              Fee                    100.0     Acquired 1997     1,224,891      Carson Pirie Scott, JCPenney,
     Orland Park, IL                                                                              Marshall Field, Plitt
                                                                                                  Theatres, Sears
 98. Paddock Mall               Fee                    100.0      Built 1980         559,552      Belk, Burdines,
     Ocala, FL                                                                                    JCPenney, Sears

 99. Palm Beach Mall            Fee                    100.0      Built 1967       1,024,470      Dillard's (5), JCPenney,
     West Palm Beach, FL                                                                          Sears, Lord & Taylor, Burdines

100. Phipps Plaza               Fee                    100.0       Acquired          820,654      AMC Theatres, Lord & Taylor,
     Atlanta, GA                                                     1998                         Parisian, Saks Fifth Avenue

101. Port Charlotte             Ground Lease        (7) 80.0      Built 1989         716,208      Burdines, Dillard's,
      Town Center               (2064)                                                            Montgomery Ward,
     Port Charlotte, FL                                                                           JCPenney, Regal Cinema (5),
                                                                                                     Sears
</TABLE>
                      

                                       15
<PAGE>
 
<TABLE>
<CAPTION>
                                                       The SPG
                                  Ownership           Operating
                                   Interest         Partnership's
                                (Expiration if        Percentage       Year Built         Total
        Name/Location             Lease) (1)          Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------           ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                       <C>        <C>             <C>            <C>                      
102. Prien Lake Mall            Fee and Ground          100.0      Built 1972         814,516      Dillards, JCPenney,
     Lake Charles, LA           Lease (6) (2025)                                                   Montgomery Ward,
                                                                                                   Sears, The White House
103. Raleigh Springs Mall       Fee and Ground          100.0      Built 1979         907,220      Dillard's, Goldsmith's,
     Memphis, TN                Lease (6) (2018)                                                   JCPenney, Sears

104. Randall Park Mall          Fee                     100.0      Built 1976       1,580,786      Dillard's, Kaufmann's,
     Cleveland, OH                                                                                 Casa LaSalle, JCPenney, Magic
                                                                                                   Johnson Theatres (5), Sears,
                                                                                                   Burlington Coat Factory
105. Richardson Square          Fee                     100.0      Built 1977         746,569      Barnes & Noble, Dillard's,
     Dallas, TX                                                                                    Ross Dress for Less, Sears,
                                                                                                   Stein Mart, Montgomery Ward
106. Richmond Town Square       Fee                     100.0      Built 1966       1,004,897      JCPenney, Kaufmann's, Sears,
     Cleveland, OH                                                                                 Sony Theatres (5)

107. Richmond Square            Fee                     100.0      Built 1966         385,326      Dillard's, JCPenney,
     Richmond, IN                                                                                  Sears, Office Max

108. River Oaks Center          Fee                     100.0     Acquired 1997     1,336,138      Carson Pirie Scott,
     Calumet City, IL                                                                    (17)      Cineplex Odeon, JCPenney,
                                                                                                   Marshall Field, Sears
109. Rockaway Townsquare        Fee                     100.0       Acquired        1,238,788      Lord & Taylor, JCPenney,
     Rockaway, NJ                                                     1998                         Macy's, Sears

110. Rolling Oaks Mall          Fee                     100.0      Built 1988         757,972      Dillard's, Foley's,
     North San Antonio, TX                                                                         Sears, Regal Cinema

111. Roosevelt Field Mall       Fee                     100.0       Acquired        2,176,161      Bloomingdale's, JCPenney,
     Garden City, NY                                                  1998                         Nordstrom, Macy's, Stern's

112. Ross Park Mall             Fee                     100.0      Built 1986       1,275,231      Lazarus, JCPenney,
     Pittsburgh, PA                                                                                Kaufmann's, Sears,
                                                                                                   Service Merchandise
113. Rushmore Mall (4)          Fee                      50.0       Acquired          836,409      JCPenney, Herberger's, Sears,
     Rapid City, SD                                                   1998                         Target, (10)

114. Santa Rosa Plaza           Fee                     100.0       Acquired          698,363      Macy's, Mervyn's, Sears
     Santa Rosa, CA                                                   1998

115. St. Charles Towne Center   Fee                     100.0      Built 1990       1,053,318      Cineplex Odeon, Hecht's,
     Waldorf, MD                                                                                   JCPenney,
                                                                                                   Kohl's, Sears,
                                                                                                   Montgomery Ward,
116. Seminole Towne             Fee                      45.0      Built 1995       1,153,793      Burdines, Dillard's,
      Center                                                                                       JCPenney, Parisian, Sears
     Sanford, FL                                                                                   United Artists

117. Smith Haven Mall           Fee                      25.0     Acquired 1995     1,343,321      Sterns, Macy's,
     Lake Grove, NY                                                                                Sears, JCPenney, Cineplex
                                                                                                   Odeon
118. Source, The                Fee                      25.0      Built 1997         730,177      ABC Home, Circuit City,
     Long Island, NY                                                                               Fortunoff, Loehmann's,
                                                                                                   Nordstrom Rack, Off 5th- Saks
                                                                                                   Fifth Avenue, Old Navy,
                                                                                                   Virgin Megastore
119. South Hills Village        Fee                     100.0     Acquired 1997     1,118,773      Carmike Cinemas, Kaufmann's,
     Pittsburgh, PA                                                                                Lazarus,
                                                                                                   Sears
120. South Park Mall            Fee                     100.0      Built 1975         857,610      Burlington Coat Factory,
     Shreveport, LA                                                                                Dillard's, JCPenney,
                                                                                                   Montgomery Ward,
                                                                                                   Regal Cinema, Stage
</TABLE>

                                       16
<PAGE>
 
<TABLE>
<CAPTION>
                                                      The SPG
                                  Ownership          Operating
                                   Interest        Partnership's
                                (Expiration if       Percentage       Year Built         Total
        Name/Location             Lease) (1)         Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------          ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                   

<S>                               <C>                      <C>        <C>             <C>            <C>                      
121. South Shore Plaza          Fee                    100.0       Acquired        1,447,783      Macy's, Filene's, Lord &
     Braintree, MA                                                   1998                         Taylor, Sears
122. Southern Hills Mall (4)    Fee                     50.0       Acquired          752,588      Carmike Cinemas, Younkers,
     Sioux City, IA                                                  1998                         Sears, Target

123. Southern Park Mall         Fee                    100.0      Built 1970       1,209,407      Dillard's, Kaufmann's,
     Youngstown, OH                                                                               JCPenney, Sears, Tinseltown
                                                                                                  USA
124. Southgate Mall             Fee                    100.0     Acquired 1988       321,417      Sears, Dillard's, JCPenney,
     Yuma, AZ                                                                                     (10)

125. SouthPark Mall             Fee                     50.0       Acquired        1,034,182      JCPenney, Montgomery Ward,
     Moline, IL                                                      1998                         Younkers, Sears, Von Maur
126. SouthRidge Mall (4)        Fee                     50.0       Acquired          998,176      Carmike Cinemas, Sears,
     Des Moines, IA                                                  1998                         Younkers, JCPenney, Target,
                                                                                                  Montgomery Ward
127. Summit Mall                Fee                    100.0      Built 1965         711,802      Dillard's (3), Kaufmann's
     Akron, OH

128. Sunland Park Mall          Fee                    100.0      Built 1988         920,590      General Cinemas, JCPenney,
     El Paso, TX                                                                                  Mervyn's, Sears, Dillard's,
                                                                                                  Montgomery Ward
129. Tacoma Mall                Fee                    100.0       Acquired        1,285,895      The Bon Marche, Sears,
     Tacoma, WA                                                      1987                         Nordstrom, JCPenney,
                                                                                                  Mervyn's, Plitt Theatres
130. Tippecanoe Mall            Fee                    100.0      Built 1973         867,668      Kohl's, Lazarus, Sears,
     Lafayette, IN                                                                                L.S. Ayres, JCPenney

131. Town Center at Boca Raton  Fee                    100.0       Acquired        1,326,957      Lord & Taylor, Saks Fifth
     Boca Raton, FL                                                  1998                         Avenue (5), Bloomingdale's,
                                                                                                  Burdines, Sears
132. Town Center at Cobb        Fee                     50.0       Acquired        1,271,583      Parisian, Macy's, Sears,
     Atlanta, GA                                                     1998                         JCPenney, Rich's

133. Towne East Square          Fee                    100.0      Built 1975       1,148,628      Dillard's, Hollywood Cinema,
     Wichita, KS                                                                                  JCPenney,
                                                                                                  Sears, Service Merchandise
134. Towne West Square          Fee                    100.0      Built 1980         964,774      Dillard's, Sears, JCPenney,
     Wichita, KS                                                                                  Montgomery Ward,
                                                                                                  Service Merchandise
</TABLE>

                                       17
<PAGE>
 
<TABLE>
<CAPTION>
                                                        The SPG
                                  Ownership            Operating
                                   Interest          Partnership's
                                (Expiration if         Percentage       Year Built         Total
        Name/Location             Lease) (1)           Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------            ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                        <C>        <C>             <C>            <C>                      

135. Treasure Coast Square      Fee                      100.0      Built 1987         884,818      Burdines, Dillard's (3),
     Jenson Beach, FL                                                                               Sears,
                                                                                                    JCPenney, United Artists
                                                                                                    Theatre
136. Tyrone Square              Fee                      100.0      Built 1972       1,098,715      Borders (5), Burdines,
     St. Petersburg, FL                                                                             Dillard's, JCPenney, Sears,
                                                                                                    AMC Theatre
137. University Mall            Ground Lease (18)        100.0      Built 1967         565,331      JCPenney, M.M. Cohn,
     Little Rock, AR            (2026)                                                              Montgomery Ward

138. University Mall            Fee                      100.0     Acquired 1994       711,279      McRae's, JCPenney,
     Pensacola, FL                                                                                  Sears, United Artists

139. University Park Mall       Fee                       60.0      Built 1979         942,289      LS Ayres, JCPenney, Sears,
     South Bend, IN                                                                                 Marshall Fields

140. Upper Valley Mall          Fee                      100.0      Built 1971         751,233      Lazarus, JCPenney,
     Springfield, OH                                                                                Sears, Elder-Beerman,
                                                                                                    Chakeres Theatres
141. Valle Vista Mall           Fee                      100.0      Built 1983         655,724      Dillard's, Mervyn's,
     Harlingen, TX                                                                                  Sears, JCPenney, Marshalls,
                                                                                                    Beall's
142. Valley Mall                Fee                       50.0       Acquired          482,341      JCPenney, Belk, Watsons,
     Harrisonburg, VA                                                  1998                         Wal-Mart
143. Virginia Center            Fee                      100.0      Built 1991         791,099      Dillard's (3), Hecht's,
      Commons                                                                                       JCPenney, Sears
     Richmond, VA

144. Walt Whitman Mall          Ground Rent               98.0       Acquired          920,519      Lord & Taylor, Macy's,
     Huntington Station, NY     (2012)                                 1998                         Bloomingdale's, Saks Fifth
                                                                                                    Avenue (5)
145. Washington Square          Fee                      100.0      Built 1974       1,010,542      L.S. Ayres, Lazarus,
     Indianapolis, IN                                                                               Target (5), JCPenney, Sears

146. West Ridge Mall            Fee                      100.0      Built 1988       1,040,372      Dillard's, JCPenney,
     Topeka, KS (19)                                                                                Jones, Sears, Montgomery Ward

147. West Town Mall             Ground Lease              50.0     Acquired 1991     1,337,566      Dillard's, JCPenney,
     Knoxville, TN              (2042)                                                                    Parisian, Proffitt's,
                                                                                                    Regal Cinema, Sears

148. Westchester, The (20)      Fee                       50.0       Acquired          829,053      Neiman Marcus, Nordstrom
     White Plains, NY                                                  1997

149. Westminster Mall           Fee                      100.0       Acquired        1,091,488      Robinsons-May Home Store,
     Westminster, CA                                                   1998                         JCPenney, Robinsons-May, Sears

150. White Oaks Mall            Fee                       77.0      Built 1977         902,880      Bergner's, Famous Barr,
     Springfield, IL                                                                                Montgomery Ward, Sears

151. Windsor Park Mall          Fee                      100.0      Built 1976       1,095,229      Dillard's (3), JCPenney,
     San Antonio, TX                                                                                Mervyn's, Beall's,
                                                                                                    Montgomery Ward, Regal Cinema

</TABLE>

                                       18
<PAGE>
 
<TABLE>
<CAPTION>
                                                        The SPG
                                  Ownership            Operating
                                   Interest          Partnership's
                                (Expiration if         Percentage       Year Built         Total
        Name/Location             Lease) (1)           Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------            ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                        <C>        <C>             <C>            <C>                      

152. Woodville Mall             Fee                      100.0      Built 1969         792,915      Andersons, Sears,
     Toledo, OH                                                                                     Elder-Beerman, (10)



VALUE-ORIENTED REGIONAL MALLS

     1. Arizona Mills (4)         Fee                       26.3       Built 1997      1,191,437      Burlington Coat Factory,
        Tempe, AZ                                                                                     Harkins Theater, Mikasa,
                                                                                                      Oshman's Supersport,
                                                                                                      Off 5th- Saks Fifth Avenue
                                                                                                       Outlet, JCPenney Outlet,
                                                                                                      Mikasa, Rainforest Cafe,
                                                                                                      GameWorks, Hi Health, Linens
                                                                                                      `N Things
     2. Grapevine Mills (4)       Fee                       37.5       Built 1997      1,240,781      Books-A-Million,
        Grapevine (Dallas/Ft.                                                                         Burlington Coat Factory,
        Worth), TX                                                                                    Off 5th- Saks Fifth Avenue
                                                                                                       Outlet, JCPenney Outlet,
                                                                                                      Rainforest Cafe, Group USA,
                                                                                                      Bed, Bath & Beyond,
                                                                                                      AMC Theatres, GameWorks,
                                                                                                      American Wilderness (5)
     3. Ontario Mills (4)         Fee                       25.0       Built 1996      1,345,096      AMC Theatres, JCPenney
        Ontario, CA                                                                                   Outlet, Burlington Coat
                                                                                                      Factory, Marshall's, Sports
                                                                                                      Authority, Dave & Busters,
                                                                                                      Group USA, IWERKS,
                                                                                                      American Wilderness
                                                                                                      Experience, T.J. Maxx,
                                                                                                      Foozles, Totally for Kids,
                                                                                                      Bed, Bath & Beyond,
                                                                                                      Off Rodeo,
                                                                                                      Mikasa, Virgin Megastore,
                                                                                                      GameWorks,
                                                                                                      Off 5th-Saks Fifth Avenue
                                                                                                       Outlet


SPECIALTY RETAIL CENTERS

     1. Forum Shops at            Ground Lease (2050)       (21)       Built 1992        479,756      -
          Caesars, The
        Las Vegas, NV

     2. Tower Shops, The          Space Lease (2051)        50.0       Built 1996         59,082      -
        Las Vegas, NV

     3. Trolley Square            Fee and Ground            90.0      Acquired 1986      224,260      -
        Salt Lake City, UT        Lease (22)
</TABLE>

                                       19
<PAGE>
 
<TABLE>
<CAPTION>
                                                    The SPG
                                  Ownership        Operating
                                   Interest      Partnership's
                                (Expiration if     Percentage       Year Built         Total
        Name/Location             Lease) (1)       Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------        ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                  

<S>                               <C>                    <C>        <C>             <C>            <C>                      
OFFICE AND MIXED-USE PROPERTIES

     1. Fashion Centre at         Fee                   21.0       Built 1989        988,786      Sony Theatres, Macy's,
        Pentagon City, The                                                              (23)      Nordstrom
        Arlington, VA

     2. Lenox Building, The       Fee                  100.0      Acquired 1998      348,152      -
        Atlanta, GA
     3. New Orleans               Fee and Ground       100.0         Built 1988    1,032,755      Macy's,
         Centre/CNG Tower         Lease (2084)                                          (24)      Lord & Taylor
        New Orleans, LA

     4. O'Hare International      Fee                  100.0       Built 1988        511,305      -
         Center                                                                         (25)
        Rosemont, IL

     5. Riverway                  Fee                  100.0        Acquired         816,770      -
        Rosemont, IL                                                  1991              (26)




                                                       The SPG
                                  Ownership           Operating
                                   Interest         Partnership's
                                (Expiration if        Percentage       Year Built         Total
        Name/Location             Lease) (1)          Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors
        -------------           ----------           ------------      -----------        -----        -------------------------
 REGIONAL MALLS                                    

<S>                               <C>                     <C>        <C>             <C>            <C>                      
COMMUNITY SHOPPING CENTERS

     1. Arboretum, The             Fee                     90.0       Acquired         210,400      Barnes & Noble, The Arbor
        Austin, TX                                                      1998                        Theater, The Pottery Barn

     2. Arvada Plaza               Fee                    100.0      Built 1966         96,831      King Soopers
        Arvada, CO

     3. Aurora Plaza               Ground Lease           100.0      Built 1965        150,209      King Soopers,
        Aurora, CO                 (2058)                                                           MacFrugel's Bargains,
                                                                                                    Super Saver Cinema
     4. Bloomingdale               Fee                    100.0      Built 1987        598,531      Best Buy, T.J. Maxx N More,
         Court                                                                                      Cineplex Odeon,
        Bloomingdale, IL                                                                            Frank's Nursery, Marshalls,
                                                                                                    Office Max, Old Navy,
                                                                                                    Service Merchandise,
                                                                                                    Wal-Mart, Dress Barn
     5. Boardman Plaza             Fee                    100.0      Built 1951        650,812      AMES, Burlington Coat
        Youngstown, OH                                                                              Factory, Dunham's Sporting
                                                                                                    Goods, Giant Eagle,
                                                                                                    Michael's, Stein Mart,
                                                                                                    T.J. Maxx, Reyers Outlet
     6. Bridgeview Court           Fee                    100.0      Built 1988        280,299      Dominick's (11)
        Bridgeview, IL

     7. Brightwood Plaza           Fee                    100.0      Built 1965         41,893
        Indianapolis, IN
</TABLE>

                                       20
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                      <C>        <C>             <C>            <C>                      
     8. Buffalo Grove Towne Center Fee                     100.0      Built 1988        134,144      Buffalo Grove Theatres
        Buffalo Grove, IL                                                                            Eagle Country Market

     9. Celina Plaza               Fee and Ground          100.0      Built 1978         32,622      General Cinema
        El Paso, TX                Lease (27) (2027)

    10. Century Mall (28)          Fee                     100.0     Acquired 1982      415,245      Burlington Coat Factory,
        Merrillville, IN                                                                             Montgomery Ward

    11. Charles Towne Square       Fee                     100.0      Built 1976        205,399      Montgomery Ward,
        Charleston, SC (29)                                                                          Regal Cinema

    12. Chesapeake Center          Fee                     100.0      Built 1989        305,904      Movies 10, Phar Mor,
        Chesapeake, VA                                                                               K-Mart, Service Merchandise

    13. Cobblestone Court          Fee and Ground           35.0      Built 1993        265,603      Dick's Sporting Goods,
        Victor, NY                 Lease (9) (2038)                                                  Kmart, Office Max

    14. Cohoes Commons             Fee and Ground          100.0      Built 1984        262,768      Bryant & Stratton
        Rochester, NY              Lease (6) (2032)                                                  Business Institute, (10),
                                                                                                     (11)

    15. Countryside Plaza          Fee and Ground          100.0      Built 1977        435,532      Best Buy, Builders Square,
        Countryside, IL            Lease (9) (2058)                                                  Old Country Buffet,
                                                                                                     K-Mart
    16. Crystal Court              Fee                      35.0      Built 1989        284,743      Cub Foods, Wal-Mart,
        Crystal Lake, IL                                                                             Service Merchandise, (10)

    17. Eastgate Consumer Mall     Fee                     100.0     Acquired 1981      464,294      Burlington Coat Factory,
        Indianapolis, IN (28)                                                                        General Cinema

    18. Eastland Convenience       Ground Lease             50.0       Acquired         173,069      Kid "R" Us, Marshalls,
        Center                      (2075)                               1998                        Service Merchandise, Toys "R"
        Evansville, IN                                                                               Us

    19. Eastland Plaza             Fee                     100.0      Built 1986        188,229      Marshalls, Target,
        Tulsa, OK                                                                                    Toys "R" Us

    20. Empire East (4)            Fee                      50.0       Acquired         271,351      Carmike Cinemas, Kohl's,
        Sioux Falls, SD                                                  1998                        Target

    21. Fairfax Court              Ground Lease (2052)      26.3      Built 1992        249,306      Circuit City Superstore,
        Fairfax, VA                                                                                  Montgomery Ward,
                                                                                                     Today's Man
    22. Forest Plaza               Fee                     100.0      Built 1985        413,889      Bed, Bath & Beyond, Kohl's,
        Rockford, IL                                                                                 Marshalls, Media Play,
                                                                                                     Michael's, Factory Card
                                                                                                     Outlet, Office Max,
                                                                                                     T.J. Maxx
    23. Fox River Plaza            Fee                     100.0      Built 1985        324,905      Big Lots, Builders Square,
        Elgin, IL                                                                                    Kmart, Service Merchandise,
                                                                                                     (10)
    24. Gaitway Plaza              Fee                      23.3      Built 1989        229,920      Books-A-Million,
        Ocala, FL                                                                                    Montgomery Ward,
                                                                                                     Office Depot, T.J. Maxx

</TABLE>

                                       21
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                        <C>        <C>             <C>            <C>                      


    25. Glen Burnie Mall (28)      Fee                        100.0      Built 1963        456,361      Montgomery Ward
        Glen Burnie, MD

    26. Great Lakes Plaza          Fee                        100.0      Built 1976        163,919      Best Buy, Circuit City, Cost

         Cleveland, OH                                                                                  Plus, Home Place, Michael's

    27. Great Northeast            Fee                         50.0     Acquired 1989      298,242      Sears, Phar Mor
         Plaza
        Philadelphia, PA

    28. Greenwood Plus             Fee                        100.0      Built 1979        188,480      Best Buy, Cinema I-IV,
        Greenwood, IN                                                                                   Kohl's

    29. Griffith Park Plaza        Ground Lease (2060)        100.0      Built 1979        274,230      Kmart, Service Merchandise
        Griffith, IN

    30. Grove at Lakeland          Fee                        100.0      Built 1988        215,591      Lakeland Square 10 Theatre,
         Square, The                                                                                    Wal-Mart, Sports Authority
        Lakeland, FL

    31. Hammond Square             Space Lease (2011)         100.0      Built 1974         87,705      Burlington Coat Factory,
        Sandy Springs, GA                                                                               Service Merchandise

    32. Highland Lakes             Fee                        100.0      Built 1991        478,017      Bed, Bath & Beyond,
         Center                                                                                         Goodings, Marshalls,
        Orlando, FL                                                                                     Ross Dress for Less,
                                                                                                        Michael's, Movies 12,
                                                                                                        Service  Merchandise,
                                                                                                        Office Max, Target
    33. Indian River Commons       Fee                         50.0      Built 1997        263,507      HomePlace, Lowe's,
        Vero Beach, FL                                                                                  Office Max
                                                                                                        Service Merchandise
    34. Ingram Plaza               Fee                        100.0      Built 1980        111,518      _
        San Antonio, TX

    35. Keystone Shoppes           Ground Lease (2067)        100.0       Acquired          29,140      _
        Indianapolis, IN                                                    1997

    36. Knoxville Commons          Fee                        100.0      Built 1987        180,463      Circuit City, Office Max,
        Knoxville, TN                                                                                   Silk Tree Factory

    37. Lake Plaza                 Fee                        100.0      Built 1986        218,208      Mega Mart
        Waukegan, IL

    38. Lake View Plaza            Fee                        100.0      Built 1986        388,355      Best Buy (30), Dominick's,
        Orland Park, IL                                                                                 Ultra 3 (30),
                                                                                                        Factory Card Outlet,
                                                                                                        Linens-N-Things (30),
                                                                                                        Marshalls,
                                                                                                        Pet Care Plus (30),
                                                                                                        Service Merchandise, (10)
</TABLE>

                                       22
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                    <C>        <C>             <C>            <C>                      

    39. Lakeline Plaza             Fee                   (12) 85.0      Built 1998        262,050      Best Buy, Cost Plus, Linens
        Austin, TX                                                                                     `N Things, Office Max, Old
                                                                                                       Navy, Petsmart, Ross Dress
                                                                                                       for Less, T.J. Maxx,
                                                                                                       Party City, Toys "R" Us, Ulta

                                                                                                       3, (10)
    40. Lima Center                Fee                       100.0      Built 1978        201,154      AMES, Regal Cinema,
        Lima, OH                                                                                       Service Merchandise

    41. Lincoln Crossing           Fee                       100.0      Built 1990        161,337      PetsMart, Wal-Mart
        O'Fallon, IL

    42. Mainland Crossing          Fee                    (7) 80.0      Built 1991        390,987      Sam's Club, Wal-Mart,
        Galveston, TX                                                                                  Hobby Lobby

    43. Maplewood Square           Fee                       100.0      Built 1970        130,780      Bag `N Save, Big Lots
        Omaha, NE

    44. Markland Plaza             Fee                       100.0      Built 1974        108,296      Service Merchandise
        Kokomo, IN

    45. Martinsville Plaza         Space Lease (2036)        100.0      Built 1967        102,162      Rose's
        Martinsville, VA

    46. Marwood Plaza              Fee                       100.0      Built 1962        105,785      Kroger
        Indianapolis, IN

    47. Matteson Plaza             Fee                       100.0      Built 1988        275,455      Dominick's, Michael's Arts &
        Matteson, IL                                                                                   Crafts, Service Merchandise,
                                                                                                       Value City
    48. Memorial Plaza             Fee                       100.0      Built 1966        129,202      Marcus Theatre, Office Max,
        Sheboygan, WI                                                                                  (10)

    49. Mounds Mall Cinema         Fee                       100.0      Built 1974          7,500      Kerasotes Theater
        Anderson, IN

    50. Muncie Plaza               Fee                       100.0      Built 1998        172,651      Factory Card Outlet, Kohl's,
        Muncie, IN                                                                                     OfficeMax, Shoe Carnival,
                                                                                                       T.J. Maxx

    51. New Castle Plaza           Fee                       100.0      Built 1966         91,648      Goody's
        New Castle, IN

    52. North Ridge Plaza          Fee                       100.0      Built 1985        323,672      Best Buy, Cub Foods, Hobby
        Joliet, IL                                                                                     Lobby, Office Max,
                                                                                                       Service Merchandise
    53. North Riverside Park Plaza Fee                       100.0      Built 1977        119,608      Dominick's
        North Riverside, IL

    54. Northland Plaza            Fee and Ground            100.0      Built 1988        209,495      Marshalls, Phar-Mor,
        Columbus, OH               Lease (6) (2085)                                                    Service Merchandise

    55. Northwood Plaza            Fee                       100.0      Built 1974        211,840      Cinema Grill, Target
        Fort Wayne, IN



</TABLE>

                                       23
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                       <C>        <C>             <C>            <C>                      


    56. Park Plaza                 Fee and Ground          100.0      Built 1968        114,458      Big Lots
        Hopkinsville, KY           Lease (6) (2039)

    57. Plaza at Buckland          Fee                      35.0      Built 1993        337,970      Toys "R" Us, Jo-Ann Etc.,
        Hills, The                                                                                   Kids "R" Us,
        Manchester, CT                                                                               Service Merchandise,
                                                                                                     Comp USA,
                                                                                                     Linens-N-Thing's, Party City
                                                                                                     Filene's Basement
    58. Regency Plaza              Fee                     100.0      Built 1988        287,526      Sam's Wholesale,
        St. Charles, MO                                                                              Wal-Mart

    59. Ridgewood Court            Fee                      35.0      Built 1993        240,844      Home Quarters, T.J. Maxx,
        Jackson, MS                                                                                  Service Merchandise, (10)

    60. Rockaway Convenience       Fee                     100.0       Acquired         135,283      ACME Food, American Multi
        Center                                                           1998                        Cinema, Discovery Zone, Kids
        Rockaway, NJ                                                                                 "R" Us

    61. Royal Eagle Plaza          Fee                      35.0      Built 1989        199,118      Kmart,
        Coral Springs, FL                                                                            Stein Mart

    62. St. Charles Towne Plaza    Fee                     100.0      Built 1987        434,964      Ames, Hechinger,
        Waldorf, MD                                                                                  Jo Ann Fabrics,
                                                                                                     CVS, T.J. Maxx,
                                                                                                     Service Merchandise,
                                                                                                     Shoppers Food Warehouse
    63. Teal Plaza                 Fee and Ground Lease    100.0      Built 1962        101,087      Circuit City (5),
        Lafayette, IN              (2007) (6)                                                        Hobby-Lobby, The Pep Boys

    64. Terrace at The Florida     Fee                     100.0      Built 1989        332,980      Marshalls, Service
        Mall                                                                                         Merchandise, Target, Uptons,
        Orlando, FL                                                                                  Waccamaw

    65. Tippecanoe Plaza           Fee                     100.0      Built 1974         94,739      Barnes & Noble Bookseller,
        Lafayette, IN                                                                                Service Merchandise

    66. University Center          Fee                      60.0      Built 1980        150,548      Best Buy, Michaels,
        South Bend, IN                                                                               Service Merchandise

    67. Village Park Plaza         Fee                      35.0      Built 1990        503,113      Frank's Nursery, Galyan's,
        Westfield, IN                                                                                Kohl's, Marsh, Regal Cinemas,
                                                                                                     Wal-Mart
    68. Wabash Village             Ground Lease (2063)     100.0      Built 1970        124,748      Kmart
        West Lafayette, IN

    69. Washington Plaza           Fee                 (7) 100.0      Built 1976         50,107      Kids "R" Us
        Indianapolis, IN

    70. West Ridge Plaza           Fee                     100.0      Built 1988        237,653      Magic Forest, Target,
        Topeka, KS                                                                                   TJ Maxx, Toys "R" Us

    71. West Town Corners          Fee                      23.3      Built 1989        384,988      PetsMart, Wal-Mart,
        Altamonte Springs, FL                                                                        Service Merchandise,
                                                                                                     Sports Authority, Winn Dixie,
                                                                                                     (10)


</TABLE>

                                       24
<PAGE>
 
<TABLE>
<CAPTION>
                                                           The SPG
                                  Ownership               Operating
                                   Interest             Partnership's
                                (Expiration if            Percentage       Year Built         Total
        Name/Location             Lease) (1)              Interest (2)     or Acquired         GLA         Anchors/Specialty Anchors

        -------------           ----------               ------------      -----------        -----        -------------------------

 REGIONAL MALLS                                    

<S>                               <C>                     <C>        <C>             <C>            <C>                      

    72. Westland Park Plaza        Fee                     23.3      Built 1989        163,154      Burlington Coat Factory,
        Orange Park, FL                                                                             PetsMart, Sports Authority,
                                                                                                    Sound Advice
    73. White Oaks Plaza           Fee                    100.0      Built 1986        400,303      Cub Foods, Kids "R" Us,
        Springfield, IL                                                                             Kohl's, Office Max,
                                                                                                    T.J. Maxx, Toys "R" Us
    74. Wichita Mall (28)          Ground Lease (2022)    100.0      Built 1969        379,461      Cinema III (11), Dickinson
        Wichita, KS                                                                                 Cinema, Office Max,
                                                                                                    Montgomery Ward
    75. Willow Knolls Court        Fee                     35.0      Built 1990        383,377      Kohl's, Phar-Mor,
        Peoria, IL                                                                                  Sam's Wholesale Club,
                                                                                                    Willow Knolls Theaters 14
    76. Wood Plaza                 Ground Lease (2045)    100.0      Built 1968         94,993      Country General
        Fort Dodge, IA

    77. Yards Plaza, The           Fee                     35.0      Built 1990        273,097      Burlington Coat Factory,
        Chicago, IL                                                                                 Montgomery Ward


PROPERTIES UNDER CONSTRUCTION
     1. Concord Mills              Fee                     37.5         (31)         1,421,018      Alabama Grill, AMC, Bass Pro,
        Concord, NC                                                                                 Bed, Bath & Beyond,
                                                                                                    Books-A-Million, Burlington
                                                                                                    Coat Factory,  Group USA,
                                                                                                    Jillian's, T.J. Maxx, Embassy
                                                                                                    Suites Hotel
     2. Mall of Georgia            Fee                     50.0         (32)         1,346,314      Barnes & Noble, Bed, Bath &
        Gwinnett County, GA                                                                         Beyond, Dillard's, Galyan's,
                                                                                                    Haverty's, JCPenney, Lord &
                                                                                                    Taylor, Nordstrom
     3. Mall of Georgia Crossing   Fee                     50.0         (33)           444,000      Best Buy, Nordstrom Rack,
        Gwinnett County, GA                                                                         Staples, Target, T.J. Maxx N
                                                                                                    More, Upton's
     4. Shops at Northeast Plaza,  Fee                    100.0         (34)           323,000      Bed, Bath, & Beyond, Office
        The                                                                                         Max, Michael's, Nordstrom
        Hurst, TX                                                                                   Rack, Pets Mart, T.J. Maxx,
                                                                                                    Pary City
     5. Shops at Sunset Place, The Fee                     37.5         (35)           500,000      NIKETOWN, AMC Theatres Virgin
        Miami, FL                                                                                   Megastore,
                                                                                                    Z Gallerie, IMAX Theatre,
                                                                                                    Barnes & Noble, Game Works,
                                                                                                    FAO Schwarz
     6. Waterford Lakes Town       Fee                    100.0         (36)           920,000      Barnes & Noble, Bed,  Bath &
        Center                                                                                      Beyond, Office Max,
        Orlando, FL                                                                                 Party City, Regal 20-Plex,
                                                                                                    Ross Dress for Less, Super
                                                                                                    Target, T.J. Maxx, Waves Music
</TABLE>

                                       25
<PAGE>
 
(1)  The date listed is the expiration date of the last renewal option available
     to the SPG Operating Partnership under the ground lease. In a majority of
     the ground leases, the lessee has either a right of first refusal or the
     right to purchase the lessor's interest. Unless otherwise indicated, each
     ground lease listed in this column covers at least 50% of its respective
     Property.

(2)  The SPG Operating Partnership's interests in some of the Properties held as
     joint venture interests are subject to preferences on distributions in
     favor of other partners.

(3)  This retailer operates two stores at this Property.

(4)  This Property is managed by a third party.

(5)  Indicates anchor is currently under construction.

(6)  Indicates ground lease covers less than 15% of the acreage of this
     Property.

(7)  The SPG Operating Partnership receives substantially all of the economic
     benefit of these Properties.

(8)  Effective March 1, 1999, the SPG Operating Partnership acquired the
     remaining 50% interest in Century III Mall.

(9)  Indicates ground lease(s) cover(s) less than 50% of the acreage of the
     Property.

(10) Includes an anchor space currently vacant.

(11) Indicates anchor has closed, but the SPG Operating Partnership still
     collects rents and/or fees under an agreement

(12) Effective January 29, 1999, the SPG Operating Partnership acquired the
     remaining 15% interest in Lakeline Mall and Lakeline Plaza.

(13) Indicates ground lease covers all of the Property except for parcels owned
     in fee by anchors.

(14) Primarily retail space with approximately 59,174 square feet of office
     space.

(15) Primarily retail space with approximately 69,876 square feet of office
     space.

(16) Primarily retail space with approximately 119,964 square feet of office
     space.

(17) Primarily retail space with approximately 77,371 square feet of office
     space.

(18) Indicates one ground lease covers substantially all of the Property and a
     second ground lease covers the remainder.

(19) Includes outlots in which the SPG Operating Partnership has an 85% interest
     and which represent less than 3% of the GLA and total annualized base rent
     for the Property.

(20) The SPG Operating Partnership purchased the management contract on this
     Property during 1998.

(21) The SPG Operating Partnership owns 60% of the original phase of this
     Property and 55% of phase II, which opened in August 1997.

(22) Indicates a ground lease covers a pedestrian walkway and steps at this
     Property. The SPG Operating Partnership, as ground lessee, has the right to
     successive five-year renewal options, subject to specified exceptions.

(23) Primarily retail space with approximately 167,150 square feet of office
     space.

(24) Primarily retail space with 491,489 square feet of office space.

(25) Primarily office space with approximately 12,800 square feet of retail
     space.

(26) Primarily office space with approximately 24,300 square feet of retail
     space.

(27) Indicates ground lease covers outparcel.

(28) Effective December 31, 1997, Eastgate Consumer Mall, Glen Burnie Mall,
     Century Mall and Wichita Mall have been reclassified as community centers.
     These Properties are currently being operated and marketed to tenant
     operations which are typically included in community centers.

(29) The SPG Operating Partnership demolished the previously existing regional
     mall, Charles Towne Square, and is in the process of rebuilding this
     community center and a cinema on the land.

(30) Subleased from TJX Companies.

(31) Scheduled to open during September 1999.

(32) Scheduled to open during August 1999.

(33) Scheduled to open during October 1999.

(34) Scheduled to open during November 1999.

(35) This Property opened in January 1999.

(36) Scheduled to open during November 1999.

                                       26
<PAGE>
 
     Land Held for Development

     The SPG Operating Partnership has direct or indirect ownership interests in
eleven parcels of land being held for future development, containing an
aggregate of approximately 904 acres located in nine states, and, through the
Management Company, interest in a mortgage on a parcel of land held for
development containing approximately 134 acres. Management believes that the SPG
Operating Partnership's significant base of commercially zoned land, together
with the SPG Operating Partnership's status as a fully integrated real estate
firm, gives it a competitive advantage in future development activities over
other commercial real estate development companies in its principal markets.

     The following table describes the acreage of the parcels of land being held
for future development in which the SPG Operating Partnership has an ownership
interest, as well as the ownership percentage of the SPG Operating Partnership's
direct or indirect interest in each parcel:


                                          Ownership
Location                Acreage          Interest (1)
------------------      -------          ------------
Bowie, MD                 93.7                  100%
Duluth, MN                11.2                  100%
Little Rock, AR           97.0                   50%
Mt. Juliet, TN           109.3                  100%
Crystal River, FL        204.5                  100%
Sanford, FL               77.2                 22.5%
Miami, FL                 41.7                   60%
Houston, TX              156.2                   50%
Rockaway, NJ              40.4                  100%
Garden City, NY           44.6                  100%
Braintree, MA             28.5                  100%
                         -----
   Total                 904.3
                         =====

(1)  The SPG Operating Partnership has a direct ownership interest in each
     parcel except Duluth, MN and Mt. Juliet, TN. The SPG Operating Partnership
     has the option to acquire those parcels from the Management Company.

     The Management Company has granted options to the SPG Operating Partnership
(for no additional consideration) to acquire for a period of ten years (expiring
December 2003) the Management Company's interest in the two parcels of land held
for development, indicated in footnote (1) to the above table, at a price equal
to the actual cost incurred to acquire and carry such properties. The Management
Company may not sell its interest in any parcel subject to option without
providing certain notice and first purchase rights to the SPG Operating
Partnership.

     The Management Company also holds indebtedness secured by 134 acres of land
held for development, Lakeview at Gwinnett ("Lakeview") in Gwinnett County,
Georgia, in which Melvin Simon, Herbert Simon and certain of their affiliates
(the "Simons") hold a 64% partnership interest. In addition, the Management
Company holds unsecured debt owed by the Simons as partners of this partnership.
The Management Company has an option to acquire the Simons' partnership
interests in Lakeview for nominal consideration in the event the requisite
partner consents to such transfers are obtained. The Management Company is
required to fund certain operating expenses and carrying costs of the
partnership that are owed by the Simons as partners thereof. The Management
Company has granted to the SPG Operating Partnership the option to acquire (i)
the Simons' partnership interests and the secured debt or (ii) the property, if
the Management Company forecloses the secured indebtedness, for nominal
consideration plus the amount of all advances and outstanding debt.

                                       27
<PAGE>
 
     Joint Ventures

     At certain of the Properties held as joint-ventures, the SPG Operating
Partnership and its partners each have rights of first refusal, subject to
certain conditions, to acquire additional ownership in the Property should the
other partner decide to sell its ownership interest. In addition, certain of the
Properties held as joint ventures contain "buy-sell" provisions, which gives the
partners the right to trigger a purchase or sale of ownership interest amongst
the partners.

     Mortgage Financing on Properties

     The following table sets forth certain information regarding the mortgages
and other debt encumbering the Properties. All mortgage and property related
debt is nonrecourse, although certain Unitholders have guaranteed a portion of
the Property related debt in the aggregate amount of $706.0 million.

                                       28
<PAGE>
 
MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
(Dollars in thousands)
 

<TABLE>
<CAPTION>
 
                                                     Interest             Face Amount        Annual Debt              Maturity
Property Name                                          Rate               at 12/31/98          Service                  Date
-------------                                          ----               -----------          -------                  ----
CONSOLIDATED INDEBTEDNESS:
 
SECURED INDEBTEDNESS
<S>                                                       <C>                <C>                   <C>         <C>       <C>
Anderson Mall - 1                              (1)        6.57%              $   19,000            $ 1,248     (2)       9/15/02
Anderson Mall - 2                              (1)        7.01%                   8,500                596     (2)       9/15/02
Arboretum                                                 6.56%                  34,000              2,232     (2)       12/1/03
Barton Creek Square                                       8.10%                  62,064              5,867              12/30/99
Battlefield Mall - 1                                      7.50%                  48,665              4,765                1/1/04
Battlefield Mall - 2                                      6.81%                  45,000              3,230                1/1/04
Biltmore Square                                           7.15%                  26,681              2,795                1/1/01
Bloomingdale Court                             (3)        8.75%                  27,359              2,394     (2)       12/1/00
Chesapeake Center                                         8.44%                   6,563                554     (2)       5/15/15
Chesapeake Square                                         7.28%                  48,164              4,883                1/1/01
Cielo Vista Mall - 1                           (4)        9.38%                  55,185              5,639                5/1/07
Cielo Vista Mall - 2                                      8.13%                   1,940                189               11/1/05
Cielo Vista Mall - 3                           (4)        6.76%                  39,000              3,039                5/1/07
CMBS Loan - Fixed Component                    (5)        7.27%                 175,000             12,720     (2)      12/15/07
CMBS Loan - Variable Component                 (5)        6.16%                  50,000              3,078     (2)      12/15/07
College Mall - 1                               (6)        7.00%                  42,360              3,736                1/1/09
College Mall - 2                               (6)        6.76%                  12,000                857                1/1/09
Columbia Center                                           7.62%                  42,326              3,789               3/15/02
Crystal River                                             7.06%     (7)          16,000              1,130     (2)        1/1/01
Eastgate Consumer Mall                                    6.00%     (8)          22,929              1,376     (2)       3/31/00
Eastland Mall                                  (9)        6.81%                  15,000              1,022     (2)       9/15/02
Florida Mall, The                                         6.65%                  90,000              5,985     (2)       2/28/00
Forest Mall - 1                                (9)        6.57%                  12,800                841     (2)       9/15/02
Forest Mall - 2                                (9)        6.81%                   2,750                187     (2)       9/15/02
Forest Plaza                                   (3)        8.75%                  16,904              1,479     (2)       12/1/00
Forest Village Park Mall - 1                   (1)        6.57%                  20,600              1,353     (2)       9/15/02
Forest Village Park Mall - 2                   (1)        7.01%                   1,250                 88     (2)       9/15/02
Forum Phase I - Class A-1                                 7.13%                  46,997              3,349     (2)       5/15/04
Forum Phase I - Class A-2                                 6.19%                  44,385              2,747     (2)       5/15/04
Forum Phase II - Class A-1                                7.13%                  43,004              3,064     (2)       5/15/04
Forum Phase II - Class A-2                                6.19%                  40,614              2,514     (2)       5/15/04
Fox River Plaza                                (3)        8.75%                  12,654              1,107     (2)       12/1/00
Golden Ring Mall                               (9)        6.57%                  29,750              1,955     (2)       9/15/02
Great Lakes Mall - 1                                      6.74%                  52,632              4,354                3/1/01
Great Lakes Mall - 2                                      7.07%                   8,489                724                3/1/99
Greenwood Park Mall - 1                        (6)        7.00%                  35,478              3,105                1/1/09
Greenwood Park Mall - 2                        (6)        6.76%                  62,000              4,428                1/1/09
Grove at Lakeland Square, The                             8.44%                   3,750                317     (2)       5/15/15
Gulf View Square                                          8.25%                  37,633              3,652               10/1/06
Highland Lakes Center                                     6.56%    (10)          14,377                944     (2)        3/1/02
Hutchinson Mall - 1                            (9)        8.44%                  11,523              1,108               9/15/02
Hutchinson Mall - 2                            (9)        6.81%                   4,500                306     (2)       9/15/02
Ingram Park Mall - 1                                      8.10%                  47,955              4,533              12/30/99
Ingram Park Mall - 2                                      9.63%                   7,000                674     (2)      12/30/99
J.C. Penney/Net Leased (Chattanooga)                      6.80%                     847                274               5/31/02
Jefferson Valley Mall                                     5.61%    (11)          50,000              2,807     (2)       1/12/00
Keystone at the Crossing                                  7.85%                  64,194              5,085                7/1/27
La Plaza Mall                                             8.25%                  49,475              4,677              12/30/99
</TABLE>

                                       29
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                       Interest             Face Amount        Annual Debt          Maturity
Property Name                                            Rate               at 12/31/98          Service              Date
-------------                                            ----               -----------          -------              ----
<S>                                                      <C>                <C>                 <C>                 <C>    
Lake View Plaza                                (3)       8.75%              22,169              1,940(2)            12/1/00
Lima Mall - 1                                            7.12%              14,180              1,215                3/1/02
Lima Mall - 2                                            7.12%               4,723                405                3/1/02
Lincoln Crossing                               (3)       8.75%                 997                 87(2)            12/1/00
Longview Mall - 1                              (1)       6.57%              22,100              1,452(2)            9/15/02
Longview Mall - 2                              (1)       7.01%               5,500                386(2)            9/15/02
Mainland Crossing                                        6.56%(10)           2,226                146(2)            3/31/02
Markland Mall                                  (9)       6.57%              10,000                657(2)            9/15/02
Matteson Plaza                                 (3)       8.75%              11,159                976(2)            12/1/00
McCain Mall - 1                                (4)       9.38%              25,768              2,721                5/1/07
McCain Mall - 2                                (4)       6.76%              18,000              1,402                5/1/07
Melbourne Square                                         7.42%              39,404              3,374                2/1/05
Miami International Mall                                 6.91%              46,483              3,758              12/21/03
Midland Park Mall - 1                          (9)       6.57%              22,500              1,478(2)            9/15/02
Midland Park Mall - 2                          (9)       6.81%               5,500                375(2)            9/15/02
The Shops at Mission Viejo                               6.11%              37,559              2,296(2)            9/14/03
North East Mall                                         10.00%              21,934              2,475                9/1/00
North Riverside Park Plaza - 1                           9.38%               3,918                452                9/1/02
North Riverside Park Plaza - 2                          10.00%               3,617                420                9/1/02
North Towne Square                             (9)       6.57%              23,500              1,544(2)            9/15/02
Northgate Shopping Center                                7.62%              79,035              7,075               3/15/02
Northlake Mall                                           8.00%               1,053                263               12/1/02
Orland Square                                            7.74%              50,000              3,871(2)             9/1/01
Paddock Mall                                             8.25%              29,930              2,905               10/1/06
Palm Beach Mall                                          7.50%              50,471              4,803              12/15/02
Port Charlotte Town Center - 1                           7.28%              45,583              3,857                1/1/01
Port Charlotte Town Center - 2                           7.28%               7,148                591                1/1/01
Randall Park Mall - 2                                    7.33%              35,000              2,566(2)            6/18/08
Regency Plaza                                  (3)       8.75%               1,878                164(2)            12/1/00
Richmond Towne Square                                    6.06%              14,526                881(2)            7/15/03
River Oaks Center                                        8.67%              32,500              2,818(2)             6/1/02
South Park Mall - 1                            (1)       7.25%              19,799              1,717               9/15/02
South Park Mall - 2                            (1)       7.01%               6,949                487(2)            9/15/02
South Shore                                              9.75%                  82                 66                4/1/00
St. Charles Towne Plaza                        (3)       8.75%              30,742              2,690(2)            12/1/00
Sunland Park Mall                             (12)       8.63%              39,506              3,773                1/1/26
Tacoma Mall                                              7.62%              92,474              8,278               3/15/02
Terrace at Florida Mall, The                             8.44%               4,688                396(2)            5/15/15
Tippecanoe Mall - 1                            (6)       8.45%              46,255              4,647                1/1/05
Tippecanoe Mall - 2                            (6)       6.81%              16,000              1,149                1/1/05
Towne East Square - 1                          (6)       7.00%              56,006              4,901                1/1/09
Towne East Square - 2                          (6)       6.81%              25,000              1,795                1/1/09
Treasure Coast Square                                    7.42%              53,218              4,714                1/1/06
Trolley Square - 1                                       5.81%              19,000              1,104(2)            7/23/00(13)
Trolley Square - 2                                       6.56%(10)           4,641                305(2)            7/23/00(13)
Trolley Square - 3                                       6.56%(10)           3,500                230(2)            7/23/00(13)
University Park Mall                                     7.43%              59,500              4,421(2)            10/1/07
Valle Vista Mall - 1                           (4)       9.38%              34,130              3,604                5/1/07
Valle Vista Mall - 2                           (4)       6.81%               8,000                626                5/1/07
West Ridge Plaza                               (3)       8.75%               4,612                404(2)            12/1/00
White Oaks Mall                                          6.51%              16,500              1,074(2)             3/1/99
White Oaks Plaza                               (3)       8.75%              12,345              1,080(2)            12/1/00
Windsor Park Mall - 1                                    8.00%               5,771                544                6/1/00
Windsor Park Mall - 2                                    8.00%               8,865                811                5/1/12
                                                                             -----                                         
Total Secured Indebtedness                                              $2,865,241                           
                                                                        ==========
                                                    
</TABLE>

                                       30
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                 Interest      Face Amount    Annual Debt       Maturity
Property Name                                      Rate        at 12/31/98      Service           Date
-------------                                      ----        -----------      -------           ----
 
UNSECURED INDEBTEDNESS
<S>                                               <C>              <C>            <C>           <C>     
Medium Term Notes - 1                             7.13%            100,000         7,125  (14)   6/24/05
Medium Term Notes - 2                             7.13%            180,000        12,825  (14)   9/20/07
Putable Asset Trust Securities                    6.75%            100,000         6,750  (14)  11/15/03
Unsecured Term Loan                               5.71%  (15)       70,000         4,000   (2)   1/31/00
Unsecured Term Loan                               6.14%             63,000         3,868   (2)   1/31/00
Unsecured Notes - 1                               6.88%            250,000        17,188  (14)  11/15/06
Unsecured Notes - 2A                              6.75%            100,000         6,750  (14)   7/15/04
Unsecured Notes - 2B                              7.00%            150,000        10,500  (14)   7/15/09
Unsecured Notes - 3                               6.88%            150,000        10,313  (14)  10/27/05
Unsecured Notes - 4A                              6.63%            375,000        24,844  (14)   6/15/03
Unsecured Notes - 4B                              6.75%            300,000        20,250  (14)   6/15/05
Unsecured Notes - 4C                              7.38%            200,000        14,750  (14)   6/15/18
Mandatory Par Put Remarketed Securities           7.00%            200,000        14,000  (14)   6/15/08
                                                            --------------
                                                                 2,238,000
 
Shopping Center Associates:
Unsecured Notes - SCA 1                           6.75%            150,000        10,125  (14)   1/15/04
Unsecured Notes - SCA 2                           7.63%            110,000         8,388  (14)   5/15/05
                                                            --------------
                                                                   260,000
 
The Retail Property Trust:
Unsecured Notes - CPI 1                           9.00%            250,000        22,500  (14)   3/15/02
Unsecured Notes - CPI 2                           7.05%            100,000         7,050  (14)    4/1/03
Unsecured Notes - CPI 3                           7.75%            150,000        11,625  (14)   8/15/04
Unsecured Notes - CPI 4                           7.18%             75,000         5,385  (14)    9/1/13
Unsecured Notes - CPI 5                           7.88%            250,000        19,688  (14)   3/15/16
CPI Merger Facility - 1                     (16)  5.71%            450,000        25,713   (2)   6/24/99
CPI Merger Facility - 2                     (16)  5.71%            450,000        25,713   (2)   3/24/00
CPI Merger Facility - 3                     (16)  5.71%            500,000        28,570   (2)   9/24/00
Unsecured Revolving Credit Facility  (17)         5.71%            368,000        21,028   (2)   9/27/99
                                                            --------------
                                                                 2,593,000
 
Total  Unsecured Indebtedness
                                                                $5,091,000
                                                            --------------
 
Total Indebtedness at Face Amounts
                                                                $7,956,241
 
Net Premium on Indebtedness                                     $   16,140
                                                            --------------
 
Total Consolidated Indebtedness                                 $7,972,381  (18)
                                                            ==============
</TABLE>

                                       31
<PAGE>
 
<TABLE>
<CAPTION>
Joint Venture Indebtedness (19):
------------------------------------------
 
<S>                                               <C>              <C>             <C>           <C>
Arizona Mills                                     6.36%  (20)      140,984         8,972   (2)    2/1/02
Aventura Mall  1                                  6.55%            141,000         9,231   (2)    4/6/08
Aventura Mall  2                                  6.60%             25,400         1,675   (2)    4/6/08
Aventura Mall  3                                  6.89%             33,600         2,314   (2)    4/6/08
Avenues, The                                      8.36%             57,710         4,825   (2)   5/15/03
Century III Mall                                  6.78%             66,000         4,475   (2)    7/1/03
Circle Centre Mall                                5.50%  (21)       60,000         3,302   (2)   1/31/04
Cobblestone Court                                 7.22%  (22)        6,180           446   (2)  11/30/05
Concord Mills                                     6.41%             24,250         1,555   (2)   12/2/03
Coral Square                                      7.40%             53,300         3,944   (2)   12/1/00
Crystal Court                                     7.22%  (22)        3,570           258   (2)  11/30/05
Crystal Mall                                      8.66%             50,305         4,356   (2)    2/1/03
Dadeland Mall                                     5.76%  (23)      140,000         8,070   (2)  12/10/00
Fairfax Court                                     7.22%  (22)       10,320           745   (2)  11/30/05
Gaitway Plaza                                     7.22%  (22)        7,350           531   (2)  11/30/05
Grapevine Mills                                   6.47%            155,000        10,029   (2)   10/1/08
Great Northeast Plaza                             9.04%             17,671         2,110          6/1/06
Gwinnett  Place                                   7.54%             39,866         3,412          4/1/07
Highland Mall - 1                                 9.75%              7,651           746   (2)   12/1/09
Highland Mall - 2                                 8.50%                306            26   (2)   10/1/01
Highland Mall - 3                                 9.50%              2,896           275   (2)   11/1/01
IBM CMBS Loan - Fixed Component             (24)  7.40%            300,000        22,197   (2)    5/1/06
IBM CMBS Loan - Floating Component          (24)  5.56%            185,000        10,290   (2)    5/1/03
Indian River Commons                              7.58%              8,399           637  (25)   11/1/04
Indian River Mall                                 7.58%             46,602         3,532  (25)   11/1/04
Lakeland Square                                   7.26%             52,421         4,368        12/22/03
Lakeline Mall                                     7.65%             72,927         6,300          5/1/07
Lakeline Plaza - 1                                5.44%  (26)       30,500         1,659   (2)    6/6/02
Mall of Georgia                                   7.09%            135,000         9,572   (2)    7/1/10
Metrocenter                                       8.45%             31,181         2,635   (2)   2/28/08
Northfield Square                                 9.52%             24,055         2,575          4/1/00
Ontario Mills - 4                                 0.00%  (27)        4,717             0  (27)  12/28/09
Ontario Mills - 5                                 6.75%            144,902         9,781   (2)   11/2/08
Plaza at Buckland Hills, The                      7.22%  (22)       17,680         1,276   (2)  11/30/05
Ridgewood Court                                   7.22%  (22)        7,980           576   (2)  11/30/05
Royal Eagle Plaza                                 7.22%  (22)        7,920           572   (2)  11/30/05
Seminole Towne Center                             6.88%             70,500         4,850   (2)    1/1/06
Shops at Sunset Place, The                        6.31%  (28)       87,180         5,505   (2)   6/30/02
Smith Haven Mall                                  7.86%            115,000         9,039   (2)    6/1/06
Source, The                                       6.65%            124,000         8,246   (2)   11/6/08
Tower Shops, The                                  6.26%             13,500           846   (2)   3/13/99
Town Center at Cobb                               7.54%             50,794         4,347          4/1/07
Village Park Plaza                                7.22%  (22)        8,960           647   (2)  11/30/05
West Town Corners                                 7.22%  (22)       10,330           746   (2)  11/30/05
West Town Mall                                    6.90%             76,000         5,244   (2)    5/1/08
Westchester, The                                  8.74%            152,104        14,478          9/1/05
Westland Park Plaza                               7.22%  (22)        4,950           357   (2)  11/30/05
Willow Knolls Court                               7.22%  (22)        6,490           469   (2)  11/30/05
Yards Plaza, The                                  7.22%  (22)        8,270           597   (2)  11/30/05
                                                            --------------
Total Joint Venture Indebtedness at Face
 Amounts                                                        $2,840,721
 
Premium on Indebtedness                                             20,868
                                                            --------------
Total Joint Venture Indebtedness                                $2,861,589  (29)
                                                            ==============
 
(Footnotes on following page)
</TABLE>

                                       32
<PAGE>
 
(Footnotes for preceding pages)
 
 
(1)  Loans secured by these four Properties are cross-collateralized and
     cross-defaulted.

(2)  Requires monthly payments of interest only.

(3)  These ten Properties are cross-defaulted.

(4)  These three Properties are cross-collateralized.

(5)  Secured by cross-collateralized mortgages encumbering seven of the
     Properties (Bay Park Square, Boardman Plaza, Cheltenham Square, De Soto
     Square, Upper Valley Mall, Washington Square, and West Ridge Mall). (6)
     Loans secured by these four Properties are cross-collateralized and
     cross-defaulted.

(7)  LIBOR + 2.000%.

(8)  LIBOR + 1.000%, with LIBOR Capped at 5.000%.

(9)  Loans secured by these seven Properties are cross-collateralized and
     cross-defaulted.

(10) LIBOR + 1.500%.

(11) LIBOR + 0.550%, with LIBOR Capped at 8.700% through maturity.

(12) Lender also participates in a percentage of gross revenues above a
     specified base.

(13) July 23, 2000 is the earliest date on which the lender may call the bonds.

(14) Requires semi-annual payments of interest only.

(15) LIBOR + 0.650%.

(16) The Merger Facility bears interest at LIBOR + 0.65%. Interest rate swaps
     currently exist on $500,000 of this facility, which fix the LIBOR component
     at a weighted average rate of 5.06%. On February 4, 1999 the SPG Operating
     Partnership completed the sale of $600,000 of senior unsecured notes. The
     net proceeds of which were used primarily to paydown the first maturity of
     the Merger Facility and the Credit Facility. (See Note 10 to the
     accompanying financial statements.)

(17) $1,250,000 unsecured revolving credit facility. Currently, bears interest
     at LIBOR + 0.65% and provides for different pricing based upon the SPG
     Operating Partnership's investment grade rating. Two interest rate Caps
     currently limit LIBOR on $90,000 and $50,000 of this indebtedness to 11.53%
     and 16.77%, respectively. As of 12/31/98, $880,800 was available after
     outstanding borrowings and letters of credit. The SPG Operating Partnership
     has the option to extend this facility for an additional year. (18)
     Includes minority interest partners' share of consolidated indebtedness of
     ($129,809).

(19) As defined in the accompanying consolidated financial statements, Joint
     Venture Properties are those accounted for using the equity method of
     accounting.

(20) LIBOR + 1.300%, with LIBOR Capped at 9.500%.

(21) LIBOR + 0.440%, with LIBOR Capped at 8.81% through maturity.

(22) The interest rate on this cross-collateralized mortgage is fixed at 7.22%
     through November 1999 and thereafter the rate is the greater of 7.22% or
     2.0% over the then current yield of a six month treasury bill selected by
     the lender.

(23) LIBOR + 0.700%.

(24) This $485 million Commercial Mortgages Notes is secured by
     cross-collateralized mortgages encumbering thirteen Properties (Eastland
     Mall, Empire East, Empire Mall, Granite Run Mall, Mesa Mall, Lake Square,
     Lindale Mall, Northpark Mall, Southern Hills Mall, Southpark Mall,
     Southridge Mall, Rushmore Mall, and Valley Mall). A weighted average rate
     is used for each component. The floating component has an interest rate
     protection agreement which Caps LIBOR at 11.67%.

(25) Loans require monthly interest payments only until they begin amortizing
     November, 2000.

(26) LIBOR + 0.375%.

(27) Beginning January 2000, this note will bear Interest at 6.00%.

(28) LIBOR + 1.250%.

(29) Includes outside partners' share of indebtedness of ($1,634,545).

                                       33
<PAGE>
 
Item 3. Legal Proceedings

     Richard E. Jacobs, et al. v. Simon DeBartolo Group, L.P. On September 3,
1998, a complaint was filed in the Court of Common Pleas in Cuyahoga County,
Ohio, captioned Richard E. Jacobs, et al. v. Simon DeBartolo Group, L.P. The
plaintiffs are all principals or affiliates of The Richard E. Jacobs Group, Inc.
The plaintiffs allege in their complaint that the SPG Operating Partnership
engaged in malicious prosecution, abuse of process, defamation, libel, injurious
falsehood/unlawful disparagement, deceptive trade practices under Ohio law,
tortious interference and unfair competition in connection with the SPG
Operating Partnership's acquisition by tender offer of shares in RPT, a
Massachusetts business trust, and certain litigation instituted in September,
1997, by the SPG Operating Partnership against Jacobs in federal district court
in New York, wherein the SPG Operating Partnership alleged that Jacobs and other
parties had engaged, or were engaging in activity which violated Section 10(b)
of the Securities Exchange Act of 1934, as well as certain rules promulgated
thereunder. Plaintiffs in the Ohio action are seeking compensatory damages in
excess of $200 million, punitive damages and reimbursement for fees and
expenses. It is difficult to predict the ultimate outcome of this action and
there can be no assurance that the SPG Operating Partnership will receive a
favorable verdict. Based upon the information known at this time, in the opinion
of management, it is not expected that this action will have a material adverse
effect on the SPG Operating Partnership.

     Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On October 16,
1996, a complaint was filed in the Court of Common Pleas of Mahoning County,
Ohio, captioned Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The
named defendants are SD Property Group, Inc., an indirect 99%-owned subsidiary
of SPG, and DPMI, and the plaintiffs are 27 former employees of the defendants.
In the complaint, the plaintiffs allege that they were recipients of deferred
stock grants under the DRC stock incentive plan (the "DRC Plan") and that these
grants immediately vested under the DRC Plan's "change in control" provision as
a result of the DRC Merger. Plaintiffs assert that the defendants' refusal to
issue them approximately 661,000 shares of DRC common stock, which is equivalent
to approximately 450,000 shares of common stock of SPG computed at the 0.68
Exchange Ratio used in the DRC Merger, constitutes a breach of contract and a
breach of the implied covenant of good faith and fair dealing under Ohio law.
Plaintiffs seek damages equal to such number of shares of DRC common stock, or
cash in lieu thereof, equal to all deferred stock ever granted to them under the
DRC Plan, dividends on such stock from the time of the grants, compensatory
damages for breach of the implied covenant of good faith and fair dealing, and
punitive damages. The complaint was served on the defendants on October 28,
1996. The plaintiffs and SPG each filed motions for summary judgment. On October
31, 1997, the Court entered a judgment in favor of SPG granting SPG's motion for
summary judgment. The plaintiffs have appealed this judgment and the matter is
pending. While it is difficult to predict the ultimate outcome of this action,
based on the information known to SPG to date, it is not expected that this
action will have a material adverse effect on SPG or the SPG Operating
Partnership.

     Roel Vento et al v. Tom Taylor et al. An affiliate of the SPG Operating
Partnership is a defendant in litigation entitled Roel Vento et al v. Tom Taylor
et al, in the District Court of Cameron County, Texas, in which a judgment in
the amount of $7.8 million has been entered against all defendants. This
judgment includes approximately $6.5 million of punitive damages and is based
upon a jury's findings on four separate theories of liability including fraud,
intentional infliction of emotional distress, tortuous interference with
contract and civil conspiracy arising out of the sale of a business operating
under a temporary license agreement at Valle Vista Mall in Harlingen, Texas. The
affiliate is seeking to overturn the award and has appealed the verdict. The
affiliate's appeal is pending. Although management is optimistic that it may be
able to reverse or reduce the verdict, there can be no assurance thereof.
Management, based upon the advice of counsel, believes that the ultimate outcome
of this action will not have a material adverse effect on the SPG Operating
Partnership.

     Browning-Ferris Industries of Illinois, et al. v. Richard Ter Maat, et al.
v. Craig J. Cain, et al., Case No. 92 C 20259. On April 4, 1994, a third-party
action was filed by Richard Ter Maat and five other parties (collectively
referred to as "Third-Party Plaintiffs") named as defendants in the above
referenced litigation, which had begun in 1992, against Machesney Park
Associates (the "Affiliate") and approximately 74 other parties (collectively
referred to as "Third-Party Defendants"). That third-party action alleged
generally that the Third-Party Defendants are liable under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
section 9601 et seq., and under Illinois statutory and common law for certain
response costs expended and to be expended by Third-Party Plaintiffs in
connection with the claims asserted by Browning-Ferris Industries of Illinois
and approximately 20 other parties (collectively referred to as "Plaintiffs")
against the Third-Party Plaintiffs. In the original lawsuit, Plaintiffs sought
reimbursement of response costs they allegedly incurred and will incur in
response to the release or threat of release of hazardous substances from the
M.I.G./Dewane Landfill located one mile east of the City of Belvidere, in Boone
County, Illinois (the "Site"), and declaratory judgment on liability against

                                       34
<PAGE>
 
Defendants for such response costs. To date, the Plaintiffs have alleged
response costs in excess of $5.0 million in connection with the Site. In
February 1996, the Affiliate settled this pending litigation by the payment of
$40,000 to the original Plaintiffs. Since that date, the SPG Operating
Partnership's third party casualty insurer responded to the SPG Operating
Partnership's demand, has reimbursed the SPG Operating Partnership for its costs
expended to date, and has further agreed to defend and indemnify the SPG
Operating Partnership against any further loss, cost, or damage with respect to
this matter.

     The SPG Operating Partnership currently is not subject to any other
material litigation other than routine litigation and administrative proceedings
arising in the ordinary course of business. On the basis of consultation with
counsel, management believes that these items will not have a material adverse
impact on the SPG Operating Partnership's financial position or results of
operations.

Item 4. Submission of Matters to a Vote of Security Holders

     None.

                                       35
<PAGE>
 
                                    Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

 
          There is no established public trading market for the SPG Operating
     Partnership's Units or preferred units (all of which are owned by SPG and
     SPG Properties, Inc.). The following table sets forth for the periods
     indicated, the distributions declared on the Units:

                                                         
                                                         
                                                             Declared      
                               1997                        Distribution    
                            -----------                  ----------------  
                            1st Quarter                       $0.4925
                            2nd Quarter                       $0.5050
                            3rd Quarter                       $0.5050
                            4th Quarter                       $0.5050
                            
                               1998
                            -----------
                            1st Quarter                       $0.5050
                            2nd Quarter                       $0.5050
                            3rd Quarter                       $0.5050
                            4th Quarter                       $0.5050 (1)

     (1)  Includes a $0.4721 distribution declared in the third quarter of 1998,
          but not payable until the fourth quarter of 1998, related to the CPI
          Merger, designated to align the time periods of distribution payments
          of the merged companies. The current annual distribution rate is $2.02
          per Unit.

     Holders

     The number of holders of Units was 155 as of March 18, 1999.

     Unregistered Sales of Equity Securities

     The SPG Operating Partnership did not issue any equity securities that were
not required to be registered under the Securities Act of 1933, as amended (the
"Act") during the fourth quarter of 1998, except as follows: During 1998 the SPG
Operating Partnership issued 2,864,088 Units in connection with the acquisition
of additional ownership interests in four partnerships and the acquisition of
Cordova Mall. The foregoing transactions are exempt from registrations under the
Act in reliance on section 4(2).

                                       36
<PAGE>
 
Item 6. Selected Financial Data


     The following tables set forth selected financial data for the SPG
Operating Partnership. The financial data should be read in conjunction with the
financial statements and notes thereto and with Management's Discussion and
Analysis of Financial Condition and Results of Operations.

     Other data management believes is important in understanding trends in the
SPG Operating Partnership's business is also included in the tables.

<TABLE>
<CAPTION>
 
                                                                  As of or for the Year Ended December 3l,
                                          -----------------------------------------------------------------------------------
                                                 1998(1)           1997(1)           1996(1)           1995           1994
                                          -----------------------------------------------------------------------------------
<S>                                           <C>               <C>               <C>               <C>            <C>
                                                                   (in thousands, except per Unit data)
                                                          
OPERATING DATA:
 Total revenue                                $ 1,400,189       $ 1,054,167        $  747,704       $  553,657     $  473,676
 Income before extraordinary items                233,256           203,133           134,663          101,505         60,308
 Net income available to Unitholders          $   198,931       $   173,943        $  118,448       $   96,730     $   42,328
 
BASIC EARNINGS PER UNIT:
 Income before extraordinary items            $      1.01       $      1.08        $     1.02       $     1.08     $     0.71
 Extraordinary items                                 0.04                --             (0.03)           (0.04)         (0.21)
                                          ---------------------------------
 Net income                                   $      1.05       $      1.08        $     0.99       $     1.04     $     0.50
                                          ===================================================================================
 Weighted average Units outstanding               189,082           161,023           120,182           92,666         84,510
DILUTED EARNINGS PER UNIT:
 Income before extraordinary items            $      1.01       $      1.08        $     1.01       $     1.08     $     0.71
 Extraordinary items                                 0.04                --             (0.03)           (0.04)         (0.21)
                                          ---------------------------------
 Net income                                   $      1.05       $      1.08        $     0.98       $     1.04     $     0.50
                                          ===================================================================================
 Diluted weighted average Units
  outstanding                                     189,440           161,407           120,317           92,776         84,712
 
 
Distributions per Unit (2)                    $      2.02       $      2.01        $     1.63       $     1.97     $     1.90
 
BALANCE SHEET DATA:
 Cash and cash equivalents                    $   124,466       $   109,699        $   64,309       $   62,721     $  105,139
 Total assets                                  13,112,916         7,662,667         5,895,910        2,556,436      2,316,860
 Mortgages and other indebtedness               7,972,381         5,077,990         3,681,984        1,980,759      1,938,091
 Limited Partners' Interest (3)                        --                --                --          908,764        909,306
 Partners' equity (deficit)                   $ 4,587,801       $ 2,251,299        $1,945,174       $ (589,126)    $ (807,613)
 
OTHER DATA:
 Cash flow provided by (used in):
  Operating activities                        $   543,663       $   370,907        $  236,464       $  194,336     $  128,023
  Investing activities                         (2,099,009)       (1,243,804)         (199,742)        (222,679)      (266,772)
  Financing activities                          1,570,113           918,287           (35,134)         (14,075)       133,263
 Ratio of Earnings to Fixed Charges                 1.56x             1.68x             1.64x            1.67x          1.43x
                                          ====================================================================
 Funds from Operations (FFO) (4)              $   540,609       $   415,128        $  281,495       $  197,909     $  167,761
                                          ===================================================================================
</TABLE>
                                                                                
Notes

(1)  Notes 3, 4 and 7 to the accompanying financial statements describe the CPI
     Merger and the DRC Merger, which occurred on September 24, 1998 and August
     9, 1996, respectively, and other 1998, 1997 and 1996 real estate
     acquisitions and development.

(2)  Represents distributions declared per period, which, in 1996, includes a
     distribution of $0.1515 per Unit declared on August 9, 1996, in connection
     with the DRC Merger, designated to align the time periods of distributions
     of the merged companies. The current annual distribution rate is $2.02 per
     Unit.

(3)  See Note 11 to the financial statements.

(4)  Please refer to Management's Discussion and Analysis of Financial Condition
     and Results of Operations for a definition of Funds from Operations.

                                       37
<PAGE>
 
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


     The following discussion should be read in conjunction with the Selected
Financial Data, and all of the financial statements and notes thereto included
elsewhere herein. Certain statements made in this report may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the SPG Operating Partnership to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions, which
will, among other things, affect demand for retail space or retail goods,
availability and creditworthiness of prospective tenants, lease rents and the
terms and availability of financing; adverse changes in the real estate markets
including, among other things, competition with other companies and technology;
risks of real estate development and acquisition; governmental actions and
initiatives; substantial indebtedness; conflicts of interests; maintenance of
REIT status; and environmental/safety requirements.

     Overview

     The SPG Operating Partnership is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development of real
estate properties, primarily regional malls and community shopping centers. As
of December 31, 1998, the SPG Operating Partnership owns or holds an interest in
240 income-producing properties, which consist of 152 regional malls, 77
community shopping centers, three specialty retail centers, five office and
mixed-use properties and three value-oriented super-regional malls in 35 states
(the "Properties"). The SPG Operating Partnership also owns interests in one
regional mall, one value-oriented super-regional mall, one specialty retail
center and three community centers currently under construction and eleven
parcels of land held for future development (collectively, the "Development
Properties", and together with the Properties, the "Portfolio Properties"). The
SPG Operating Partnership also holds substantially all of the economic interest
in M.S. Management Associates, Inc. (the "Management Company"). See Note 8 to
the attached financial statements for a description of the activities of the
Management Company.

     Operating results of the SPG Operating Partnership for the two years ended
December 31, 1998 and 1997, and their comparability to the respective prior
periods, have been significantly impacted by a number of Property acquisitions
and openings beginning in 1996. The greatest impact on results of operations has
come from the CPI Merger (see Liquidity and Capital Resources), which was
consummated as of the close of business on September 24, 1998, the merger with
DeBartolo Realty Corporation (the "DRC Merger") which was completed on August 9,
1996, and the acquisition of Shopping Center Associates (the "SCA Acquisition"),
which included a series of transactions from September 29, 1997 to June 1, 1998.
In addition, the SPG Operating Partnership acquired ownership interests in or
commenced operations of several other Properties throughout the comparative
periods and, as a result, increased the number of Properties it accounts for
using the consolidated method of accounting (the "Property Transactions"). The
following is a listing of such transactions: On April 11, 1996, the SPG
Operating Partnership acquired the remaining 50% economic ownership interest in
Ross Park Mall for approximately $101 million. On July 31, 1996, the SPG
Operating Partnership opened the approximately $75 million wholly-owned
Cottonwood Mall in Albuquerque, New Mexico. On August 29, 1997, the SPG
Operating Partnership opened the 55%-owned, $89 million phase II expansion of
The Forum Shops at Caesar's. On December 30, 1997, the SPG Operating Partnership
acquired 100% of The Fashion Mall at Keystone at the Crossing, along with an
adjacent community center, in Indianapolis, Indiana for $124.5 million. On
January 26, 1998, the SPG Operating Partnership acquired 100% of Cordova Mall in
Pensacola, Florida for approximately $87.3 million. On May 5, 1998, SPG acquired
the remaining 50.1% interest in Rolling Oaks Mall for 519,889 shares of SPG's
common stock, valued at approximately $17.2 million. SPG transferred the
interest to the SPG Operating Partnership in exchange for 519,889 Units. Please
refer to "Liquidity and Capital Resources" for additional information on 1998
activity.

Results of Operations

Year Ended December 31, 1998 vs. Year Ended December 31, 1997

     Total revenue increased $346.0 million or 32.8% in 1998 as compared to
1997. This increase is primarily the result of the CPI Merger ($131.0 million),
the SCA Acquisition ($121.7 million), the Property Transactions ($48.2 million)
and approximately $12.9 million of consolidated revenues realized from marketing
initiatives throughout the portfolio from the SPG Operating Partnership's
strategic marketing division, Simon Brand Ventures ("SBV"). Excluding these
transactions, total revenues increased $32.3 million, primarily due to a $20.2
million increase in minimum rent, a $10.1 million increase in other

                                       38
<PAGE>
 
income and a $3.8 million increase in tenant reimbursements. The increase in
minimum rents results from increased occupancy levels, the replacement of
expiring tenant leases with renewal leases at higher minimum base rents, and a
$4.3 million increase in rents from tenants operating under license agreements.
The increase in other income is primarily the result of increases in gains from
sales of peripheral properties ($3.4 million) and interest income ($2.8 million)
and a fee ($2.5 million) earned from CPI in connection with the sale of the
General Motors Building in New York, New York. The increase in tenant
reimbursements is offset by a $4.6 million increase in property operating
expenses for comparable properties.

     Total operating expenses increased $183.0 million, or 31.7%, in 1998 as
compared to 1997. This increase is primarily the result of the CPI Merger ($70.7
million, including $26.0 million of depreciation and amortization), the SCA
Acquisition ($66.6 million, including $20.9 million of depreciation and
amortization) and the Property Transactions ($29.7 million, including $12.9
million of depreciation and amortization). Excluding these transactions,
operating expenses increased $16.1 million or 2.8%, primarily due to increases
in depreciation and amortization ($6.3 million), property operating expenses
($4.6 million) and advertising and promotion ($3.7 million). The increase in
depreciation and amortization is primarily due to an increase in depreciable
real estate realized through renovation and expansion activities. The increase
in property operating expenses is offset by a $3.8 million net increase in
tenant reimbursements.

     Interest expense increased $132.5 million, or 46.0% in 1998 as compared to
1997. This increase is primarily as a result of the CPI Merger ($45.8 million),
the SCA Acquisition ($59.1 million) and the Property Transactions ($15.0
million) and incremental interest ($12.7 million) on borrowings under the Credit
Facility to acquire the IBM Properties (see Note 7 to the financial statements).

     The $7.3 million loss on the sale of an asset in 1998 is the result of the
June 30, 1998 sale of Southtown Mall for $3.3 million.

     Income from unconsolidated entities increased $9.0 million from $19.2
million in 1997 to $28.1 million in 1998, resulting from an increase in the SPG
Operating Partnership's share of income from partnerships and joint ventures
($13.6 million), partially offset by a decrease in the SPG Operating
Partnership's share of income from M.S. Management Associates Inc. (the
"Management Company") ($4.6 million). The increase in the SPG Operating
Partnership's share of income from partnerships and joint ventures is primarily
the result of the addition of the IBM Properties ($14.5 million) and the CPI
Merger ($6.8 million), partially offset by the increase in the amortization of
the excess of the SPG Operating Partnerships' investment over their share of the
equity in the underlying net assets of unconsolidated joint-venture Properties
($8.7 million). The decrease in Management Company includes a $6.0 million
decrease in development fee income.

     The $7.1 million loss from extraordinary items in 1998 is the result of
prepayment penalties and write-offs of mortgage costs associated with early
extinguishments of debt.

     Net income was $240.4 million in 1998, as compared to $203.2 million in
1997, reflecting an increase of $37.2 million, for the reasons discussed above,
and was allocated to the SPG Operating Partnership's based on their preferred
unit preferences and weighted average ownership interests in the SPG Operating
Partnership during the year.

Year Ended December 31, 1997 vs. Year Ended December 31, 1996

     Total revenue increased $306.5 million or 41.0% in 1997 as compared to
1996. This increase is primarily the result of the DRC Merger ($234.1 million),
the SCA Acquisition ($30.6 million) and the Property Transactions ($28.4
million). Excluding these transactions, total revenues increased $13.4 million,
which includes a $15.4 million increase in minimum rent and a $7.1 million
increase in tenant reimbursements, partially offset by a $7.5 million decrease
in other income. The $15.4 million increase in minimum rents results from
increased occupancy levels, the replacement of expiring tenant leases with
renewal leases at higher minimum base rents, and a $4.4 million increase in
rents from tenants operating under license agreements. The $7.1 million increase
in tenant reimbursements is partially offset by a net increase in recoverable
expenses. The $7.5 million decrease in other income is primarily the result of
decreases in lease settlement income ($3.0 million), interest income ($1.3
million) and gains from sales of peripheral properties ($1.7 million).

     Total operating expenses increased $160.9 million, or 38.7%, in 1997 as
compared to 1996. This increase is primarily the result of the DRC Merger
($113.5 million), the SCA Acquisition ($15.9 million), the Property Transactions
($17.3 million), and the increase in depreciation and amortization ($10.1
million), primarily due to an increase in depreciable real estate realized
through renovation and expansion activities.

                                       39
<PAGE>
 
     Interest expense increased $85.6 million, or 42.4% in 1997 as compared to
1996. This increase is primarily as a result of the DRC Merger ($61.1 million),
the SCA Acquisition ($13.9 million) and the Property Transactions ($9.1
million).

     The $0.1 million gain from extraordinary items in 1997 is the net result of
gains realized on the forgiveness of debt ($31.1 million) and the write-off of
net unamortized debt premiums ($8.4 million), partially offset by the
acquisition of the contingent interest feature on four loans ($21.0 million) and
prepayment penalties and write-offs of mortgage costs associated with early
extinguishments of debt ($18.4 million). The $3.5 million extraordinary loss in
1996 is the result of write-offs of mortgage costs associated with early
extinguishments of debt.

     Income from unconsolidated entities increased from $9.5 million in 1996 to
$19.2 million in 1997, resulting from an increase in the SPG Operating
Partnership's share of the Management Company's income ($5.0 million) and an
increase in its share of income from partnerships and joint ventures ($4.6
million). The increase in Management Company income is primarily the result of
income realized through marketing initiatives ($2.0 million) and the SPG
Operating Partnership's share of the Management Company's gains on sales of
peripheral property ($1.9 million). The increase in the SPG Operating
Partnership's share of income from partnerships and joint ventures is primarily
the result of the DRC Merger ($4.9 million), the SCA Acquisition ($3.2 million),
and the nonconsolidated joint-venture Properties acquired or commencing
operations during 1997 ($5.0 million), partially offset by the increase in the
amortization of the excess of the SPG Operating Partnership's investment over
its share of the equity in the underlying net assets of unconsolidated joint-
venture Properties ($8.8 million).

     Net income was $203.2 million in 1997, as compared to $131.1 million in
1996, reflecting an increase of $72.0 million, for the reasons discussed above,
and was allocated to the SPG Operating Partnership's based on their preferred
unit preferences and weighted average ownership interests in the SPG Operating
Partnership during the year.

     Preferred distributions increased by $16.6 million to $29.2 million in 1997
as a result of SPG's issuance of $200 million of 8 3/4% Series B cumulative
redeemable preferred stock on September 27, 1996 and $150 million of 7.89%
Series C Cumulative Step-Up Premium RateSM Preferred Stock on July 9, 1997,
partially offset by a reduction in preferred distributions ($2.0 million)
resulting from the conversion of the $100 million 8 1/8% Series A convertible
preferred stock into 3,809,523 shares of common stock on November 11, 1997.

     Liquidity and Capital Resources

     As of December 31, 1998, the SPG Operating Partnership's balance of
unrestricted cash and cash equivalents was $124.5 million. In addition to its
cash balance, the SPG Operating Partnership has a $1.25 billion unsecured
revolving credit facility (the "Credit Facility") which had $880.8 million
available after outstanding borrowings and letters of credit at December 31,
1998. The Credit Facility bears interest at LIBOR plus 65 basis points and has
an initial maturity of September 1999, with a one-year extension available at
the SPG Operating Partnership's option. SPG and the SPG Operating Partnership
also has access to public equity and debt markets.

  Management anticipates that cash generated from operating performance will
provide the necessary funds on a short- and long-term basis for its operating
expenses, interest expense on outstanding indebtedness, recurring capital
expenditures, and distributions to Unitholders. Sources of capital for
nonrecurring capital expenditures, such as major building renovations and
expansions, as well as for scheduled principal payments, including balloon
payments, on outstanding indebtedness are expected to be obtained from: (i)
excess cash generated from operating performance; (ii) working capital reserves;
(iii) additional debt financing; and (iv) additional equity raised in the public
markets.

     Sensitivity Analysis. The SPG Operating Partnership's future earnings, cash
flows and fair values relating to financial instruments are primarily dependent
upon prevalent market rates of interest, primarily LIBOR. Based upon
consolidated indebtedness and interest rates at December 31, 1998, a 1% increase
in the market rates of interest would decrease future earnings and cash flows by
approximately $15.5 million, and would decrease the fair value of debt by
approximately $800 million. A 1% decrease in the market rates of interest would
increase future earnings and cash flows by approximately $15.5 million, and
would increase the fair value of debt by approximately $1.1 billion.

     Financing and Debt

  At December 31, 1998, the SPG Operating Partnership had consolidated debt of
$7,972 million, of which $5,669 million is fixed-rate debt bearing interest at a
weighted average rate of 7.3% and $2,303 million is variable-rate debt bearing

                                       40
<PAGE>
 
interest at a weighted average rate of 6.1%. As of December 31, 1998, the SPG
Operating Partnership had interest rate protection agreements related to $938
million of consolidated variable-rate debt. The SPG Operating Partnership's
hedging activity as a result of these interest rate protection agreements
resulted in net interest savings of $263 thousand for the year ended December
31, 1998. This did not materially impact the SPG Operating Partnership's
weighted average borrowing rates.

     The SPG Operating Partnership's share of total scheduled principal payments
of mortgage and other indebtedness, including unconsolidated joint venture
indebtedness over the next five years is $4,728 million, with $4,315 million
thereafter. The SPG Operating Partnership's together with the SRC Operating
Partnership (See Note 1 to the financial statements) have a combined ratio of
consolidated debt-to-market capitalization of 51.7% and 46.0% at December 31,
1998 and 1997, respectively. The increase is primarily the result of a 12.8%
decrease in the estimated value of the Units.

The following summarizes significant financing and refinancing transactions
completed in 1998:

     Financings related to the CPI Merger. The cost of the CPI Merger (see
below) included the issuance of 53,078,564 shares of common stock and 4,844,331
shares of 6.50% Series B Convertible Preferred Stock to the CPI shareholders.
Each share of Series B Convertible Preferred Stock is convertible into 2.586
paired shares of common stock of the Companies, subject to adjustment under
certain circumstances described in Note 11 of the financial statements. Also
resulting from the CPI Merger, SPG became the issuer of 209,249 shares of 6.50%
Series A Convertible Preferred Stock. Each share of which is convertible into
37.995 paired shares of the Companies' common stock, subject to adjustment under
the same circumstances as SPG's 6.50% Series B Convertible Preferred Stock
described above. On February 26, 1999, 150,000 of such shares were converted.

     As described in Note 3 to the financial statements, SPG transferred
substantially all of the CPI assets acquired, which consisted primarily of 23
regional malls, one community center, two office buildings and one regional mall
under construction (other than one regional mall, Ocean County Mall, and certain
net leased properties valued at approximately $153,100) and liabilities assumed
(except that SPG remains a co-obligor with respect to the Merger Facility (see
below)) of approximately $2.3 billion to the SPG Operating Partnership or one or
more subsidiaries of the SPG Operating Partnership in exchange for 47,790,550
limited partnership interests and 5,053,580 preferred partnership interests in
the SPG Operating Partnership. The preferred partnership interests carry the
same rights and equal the number of preferred shares issued and outstanding as a
direct result of the CPI Merger.

     To finance the cash portion of the CPI Merger, the SPG Operating
Partnership and SPG, as co-obligors, obtained a $1.4 billion unsecured bridge
loan (the "Merger Facility"). The Merger Facility bears interest at a base rate
of LIBOR plus 65 basis points and has stated maturities at the following
intervals (i) $450 million on June 24, 1999 (ii) $450 million on March 24, 2000
and (iii) $500 million on September 24, 2000. In February 1999 the initial $450
million maturity was retired with proceeds from an unsecured debt offering,
which is described below. The Merger Facility is subject to covenants and
conditions substantially identical to those of the Credit Facility. SPG and the
SPG Operating Partnership drew the entire $1.4 billion available on the Merger
Facility, along with $237 million on the Credit Facility, to pay for the cash
portion of the dividend declared in conjunction with the CPI Merger, as well as
closing costs associated with the CPI Merger. Financing costs of $9.5 million,
which were incurred to obtain the Merger Facility, are being amortized over 18
months.

     Also in conjunction with the CPI Merger, the SPG Operating Partnership
transferred substantially all of the CPI assets and $825 million of unsecured
notes (the "CPI Notes") to Retail Property Trust ("RPT"), a 99.999% owned REIT
subsidiary of the SPG Operating Partnership. As a result, the CPI Notes are
structurally senior in right of payment to holders of other SPG Operating
Partnership unsecured notes to the extent of the assets of RPT only, with over
99.999% of the excess cash flow plus any capital event transactions available
for the other SPG Operating Partnership unsecured notes. The CPI Notes pay
interest semiannually, and bear interest ranging from 7.05% to 9.00% (weighted
average of 8.03%), and have various due dates through 2016 (average maturity of
9.1 years). The CPI Notes contain leverage ratios, annual real property
appraisal requirements, debt service coverage ratios and minimum net worth
ratios. Additionally, consolidated mortgages totaling $2.1 million, and a pro-
rata share of $143.5 million of nonconsolidated joint venture indebtedness was
assumed in the CPI Merger, and as a result of acquiring the remaining interest
in Palm Beach Mall, the SPG Operating Partnership began accounting for that
Property using the consolidated method of accounting, adding $50.7 million to
consolidated indebtedness. A net premium of $19.2 million was recorded in
accordance with the purchase method of accounting to adjust the CPI Notes and
mortgage indebtedness assumed in the CPI Merger to fair value, which is being
amortized over the remaining lives of the related indebtedness.

                                       41
<PAGE>
 
     Secured Indebtedness. During 1998, the SPG Operating Partnership refinanced
approximately $545 million of mortgage indebtedness on 19 of its Properties into
four separate cross-collateralized and cross-defaulted pools. These refinancings
included additional borrowings of approximately $270 million, which the SPG
Operating Partnership used primarily to paydown the Credit Facility and for
general working capital needs. The weighted average maturity of the indebtedness
increased from approximately 5.6 years to 7.1 years, while the weighted average
interest rates decreased from approximately 7.6% to 7.3%.

     Credit Facility. The maximum and average amounts outstanding during 1998
under the Credit Facility were $992 million and $584 million, respectively.

     Equity Financings. During 1998, SPG issued 2,957,335 shares of its common
stock in offerings generating aggregate net proceeds of approximately $91.4
million. The net proceeds were contributed to the SPG Operating Partnership in
exchange for a like number of Units. The SPG Operating Partnership used the net
proceeds for general working capital purposes. In addition, SPG issued 519,889
shares of common stock valued at $17.2 million to acquire the remaining 50.1%
interest in Rolling Oaks Mall, which was transferred to the SPG Operating
Partnership in exchange for 519,889 Units.

     Unsecured Notes. On June 22, 1998, the SPG Operating Partnership completed
the sale of $1.075 billion of senior unsecured debt securities. The issuance
included three tranches of notes as follows (1) $375 million bearing interest at
6.625% and maturing on June 15, 2003 (2) $300 million bearing interest at 6.75%
and maturing on June 15, 2005 and (3) $200 million bearing interest at 7.375%
and maturing on June 15, 2018. This offering also included a fourth tranche of
$200 million of 7.00% Mandatory Par Put Remarketed Securities due June 15, 2028,
which are subject to redemption on June 16, 2008. The net proceeds of
approximately $1.062 billion were combined with $40 million of working capital
and used to retire and terminate a $300 million unsecured revolving credit
facility and to reduce the outstanding balance of the Credit Facility.

     Additionally, on February 4, 1999, the SPG Operating Partnership completed
the sale of $600 million of senior unsecured notes. The notes include two $300
million tranches. The first tranche bears interest at 6.75% and matures on
February 4, 2004 and the second tranche bears interest at 7.125% and matures on
February 4, 2009. The SPG Operating Partnership used the net proceeds of
approximately $594 million to retire the $450 million initial tranche of the
Merger Facility and to pay $142 million on the outstanding balance of the Credit
Facility. Following this offering, the SPG Operating Partnership had remaining
$250 million on its debt shelf registration, under which debt securities may be
issued.

     The CPI Merger

     For financial reporting purposes, as of the close of business on September
24, 1998, pursuant to the Agreement and Plan of Merger dated February 18, 1998,
among Simon DeBartolo Group, Inc., Corporate Property Investors, Inc., and
Corporate Realty Consultants, Inc., the CPI Merger was consummated. As a result,
the consolidated results of operations include an additional 17 regional malls,
two office buildings and one community center, with an additional six regional
malls being accounted for using the equity method of accounting.

     The total purchase price associated with the CPI Merger is approximately
$5.9 billion including transaction costs and liabilities assumed. This included
a per share dividend paid immediately prior to the CPI Merger to the holders of
CPI common stock of (i) $90 in cash, (ii) 1.0818 additional shares of common
stock and (iii) 0.19 shares of 6.50% Series B convertible preferred stock. The
dividend was paid on a total of 25,496,476 shares of CPI common stock.

     See Note 3 to the financial statements for additional information about the
CPI Merger.

     Acquisitions and Disposals

     During 1998, in addition to the CPI Merger, the SPG Operating Partnership
acquired 100% of one Property and additional interests in a total of 21
Properties for approximately $657 million, including the assumption of $271
million of indebtedness and 2,864,088 Units valued at approximately $93 million,
with the remainder in cash financed primarily through the Credit Facility and
working capital. These transactions resulted in the addition of approximately
11.8 million square feet of GLA to the portfolio.

     The SPG Operating Partnership and affiliates and several joint venture
partners have collectively acquired a 44 percent ownership position in Groupe
BEG, S.A. ("BEG"). BEG is a fully integrated European retail real estate
developer, lessor and manager. The SPG Operating Partnership and its affiliated
Management Company, have contributed $27.5 million of equity capital for a 22%
ownership interest and are committed to an additional investment of $28.7
million over the next 12

                                       42
<PAGE>
 
months, subject to certain financial and other conditions, including the SPG
Operating Partnership's approval of development projects. The agreement with BEG
is structured to allow the SPG Operating Partnership and affiliates and its
joint venture partners to collectively acquire a controlling interest in BEG
over time.

     Effective June 1, 1998, the SPG Operating Partnership sold The Promenade
for $33.5 million. No gain or loss was recognized on this transaction. Effective
June 30, 1998, the SPG Operating Partnership sold Southtown Mall for $3.3
million and recorded a $7.2 million loss on the transaction.

     See Note 4 to the financial statements for 1997 and 1996 acquisition
activity.

     On February 25, 1999, the SPG Operating Partnership entered into a
definitive agreement with New England Development Company ("NED") to acquire and
assume management responsibilities for NED's portfolio of up to 14 regional
malls aggregating approximately 10.6 million square feet of GLA. The purchase
price for the portfolio is approximately $1.725 billion. The SPG Operating
Partnership expects to form a joint venture to acquire the portfolio, with the
SPG Operating Partnership's ultimate ownership to be between 30% to 50%.

     Management continues to actively review and evaluate a number of individual
property and portfolio acquisition opportunities. Management believes that funds
on hand and amounts available under the Credit Facility, together with the
ability to issue shares of common stock and/or Units, provide the means to
finance certain acquisitions. No assurance can be given that the SPG Operating
Partnership will not be required to, or will not elect to, even if not required
to, obtain funds from outside sources, including through the sale of debt or
equity securities, to finance significant acquisitions, if any.

     Portfolio Restructuring. As a continuing part of the SPG Operating
Partnership's long-term strategic plan, management is evaluating the potential
sale of non-retail holdings, along with a number of retail assets that are no
longer aligned with the SPG Operating Partnership's strategic criteria. If these
assets are sold, management expects the sale prices will not differ materially
from the carrying value of the related assets.

     Development Activity

     Development activities are an ongoing part of the SPG Operating
Partnership's business. During 1998, the SPG Operating Partnership opened two
new community shopping centers at a combined cost of approximately $47.3
million, adding 465,500 square-feet of GLA to the portfolio. Each of these new
community centers is adjacent to an existing regional mall in the SPG Operating
Partnership's portfolio. In addition, The Shops at Sunset Place, a destination-
oriented retail and entertainment project containing approximately 510,000
square feet of GLA, opened in January of 1999 in South Miami, Florida. The SPG
Operating Partnership owns a noncontrolling 37.5% of this specialty retail
center.

     Construction also continues on the following projects, which have an
aggregate construction cost of approximately $620 million, the SPG Operating
Partnership's share of which is approximately $347 million:

     o    Concord Mills, a 37.5%-owned value-oriented super regional mall
          project, containing approximately 1.4 million square feet of GLA, is
          scheduled to open in September of 1999 in Concord (Charlotte), North
          Carolina.

     o    The Mall of Georgia, an approximately 1.5 million square foot regional
          mall project, is scheduled to open in August of 1999. Adjacent to the
          regional mall, The Mall of Georgia Crossing is an approximately
          444,000 square-foot community shopping center project, which is
          scheduled to open in October of 1999. The SPG Operating Partnership is
          funding 85% of the capital requirements of the project. The SPG
          Operating Partnership has a noncontrolling 50% ownership interest in
          each of these development projects after the return of its equity and
          a 9% return thereon.

     o    In addition to Mall of Georgia Crossing, two other new community
          center projects are under construction: The Shops at North East Plaza
          and Waterford Lakes at a combined 1,243,000 square feet of GLA.

                                       43
<PAGE>
 
     Strategic Expansions and Renovations

     A key objective of the SPG Operating Partnership is to increase the
profitability and market share of the Properties through the completion of
strategic renovations and expansions. In 1998, the SPG Operating Partnership
completed construction and opened nine new expansion and/or renovation projects:
Aventura Mall in Miami, Florida; Castleton Square in Indianapolis, Indiana;
Independence Center in Independence, Missouri; Irving Mall in Irving, Texas;
Prien Lake Mall in Lake Charles, Louisiana; Richardson Square in Dallas, Texas;
Tyrone Square in St. Petersburg, Florida; Walt Whitman Mall in Huntington, New
York; and West Town Mall in Knoxville, Tennessee.

     The SPG Operating Partnership currently has five major expansion projects
under construction at an aggregate cost of approximately $465 million, the SPG
Operating Partnership's share of which is approximately $422 million:

     o    A $146 million renovation and expansion of The Shops at Mission Viejo
          in Mission Viejo, California, including the additions of Nordstrom and
          Saks Fifth Avenue with expansions of Macy's and Robinsons-May is
          scheduled for completion in the winter of 1999. In addition, a new
          food court is scheduled to open late in 2000. The SPG Operating
          Partnership owns 100% of this mall.

     o    North East Mall will have an additional 308,000 square feet of GLA
          including a 73,000 square foot small shop expansion, a new Nordstrom
          and Saks Fifth Avenue when its $103 million renovation and expansion
          project, which is scheduled to open in the fall of 2000, is complete.
          The SPG Operating Partnership owns 100% of this regional mall.

     o    An approximately 200,000 square-foot small shop expansion of The
          Florida Mall in Orlando, Florida, as well as the addition of Burdines,
          is scheduled for completion in November of 1999. Expansions of
          Dillard's, Parisian and JCPenney are also included in this $86 million
          project. The SPG Operating Partnership has a noncontrolling 50%
          ownership interest in this project.

     o    The $65 million expansion and renovation of Town Center at Boca Raton
          in Boca Raton, Florida includes the addition of Nordstrom, a
          relocation of Saks Fifth Avenue, a mall renovation and the expansions
          of Lord & Taylor and Bloomingdale's, with more than 100,000 additional
          square feet of small shops. This wholly-owned development project is
          scheduled for completion in the summer of 2000.

     o    Richmond Town Square is in the middle of a $57 million renovation and
          expansion project which includes a new Kaufmann's and a JCPenney
          renovation that opened in November 1998, a Sears remodel and a new
          food court scheduled to open in May of 1999 and a new Sony Cinema
          scheduled to open early in 2000.

     The SPG Operating Partnership has a number of smaller renovation and/or
expansion projects currently under construction aggregating approximately $200
million, nearly all of which relates to wholly-owned Properties. In addition,
preconstruction development continues on a number of project expansions,
renovations and anchor additions at additional properties. The SPG Operating
Partnership expects to commence construction on many of these projects in the
next 12 to 24 months.

     It is anticipated that these projects will be financed principally with
access to debt and equity markets, existing corporate credit facilities and cash
flow from operations.

     Capital Expenditures

     Consolidated capital expenditures, excluding acquisitions, were $348
million, $332 million and $211 million for the periods ended December 31, 1998,
1997 and 1996, respectively.

                                                1998      1997     1996
                                                -----     -----    -----
      New Developments                          $  22     $  80    $  80
      Renovations and Expansions                  250       197       86
      Tenant Allowances--Retail                    45        37       24
      Tenant Allowances--Offices                    1         1        6
      Recoverable Capital Expenditures             18        13       11
      Other                                        12         4        4
                                                -----     -----    -----
      Total                                     $ 348     $ 332    $ 211
                                                =====     =====    =====

                                       44
<PAGE>
 
     Distributions

     The SPG Operating Partnership declared distributions in 1998 aggregating
$2.02 per Unit. On January 20, 1999, the SPG Operating Partnership declared a
distribution of $0.5050 per Unit payable on February 19, 1999. For federal
income tax purposes, 1% of the 1998 common stock distributions represented a
capital gain and 48% represented a return of capital. Future distributions will
be determined based on actual results of operations and cash available for
distribution.

     Investing and Financing Activities

     In March 1998, the SPG Operating Partnership transferred its 50% ownership
interest in The Source, an approximately 730,000 square-foot regional mall, to a
newly formed limited partnership in which it has a 50% ownership interest, with
the result that the SPG Operating Partnership now owns an indirect
noncontrolling 25% ownership interest in The Source. In connection with this
transaction, the SPG Operating Partnership's partner in the newly formed limited
partnership is entitled to a preferred return of 8% on its initial capital
contribution, a portion of which was distributed to the SPG Operating
Partnership. The SPG Operating Partnership applied the distribution against its
investment in The Source.

     In August 1998, the SPG Operating Partnership admitted an additional
partner into the partnership which owns The Shops at Sunset Place for $35
million, which was distributed to the SPG Operating Partnership. The SPG
Operating Partnership now holds a 37.5% noncontrolling interest in this
Property, which opened in January 1999. The SPG Operating Partnership applied
the distribution against its investment in the Property.

     Cash used in investing activities for the year ended December 31, 1998 of
$2,099 million is primarily the result of the CPI Merger and other acquisitions
of $1,943 million, $345 million of capital expenditures and $22 million of
investments in and advances to the Management Company, partially offset by net
distributions from unconsolidated entities of $140 million, cash received from
acquired Properties of $17 million, net proceeds of $46 million from the sales
of Sherwood Gardens, The Promenade and Southtown Mall and an $8 million decrease
in restricted cash. In addition to the $1,659 million paid in connection with
the CPI Merger, acquisitions includes $240 million for the acquisition of the
IBM Properties, $41 million for the acquisition of Arboretum and $3 million for
the acquisition of Cordova Mall. Capital expenditures includes development costs
of $58 million, renovation and expansion costs of approximately $222 million and
tenant costs and other operational capital expenditures of approximately $65
million. Development costs include $39 million for the Shops at Sunset Place and
$14 million at Waterford Lakes. Net distributions from unconsolidated entities
primarily consists of $55 million from Florida Mall, $33 million from The Source
transactions described above, $30 million associated with The Shops at Sunset
Place transaction described above and $12 million from the IBM Properties.

     Cash provided by financing activities for the year ended December 31, 1998
was $1,570 million and includes net borrowings of $1,914 million primarily used
to fund the CPI Merger and other acquisition and development activity and
contributions from SPG of the proceeds from the sales of its common stock of $93
million, partially offset by total distributions to minority interest partners
of consolidated Properties, and partners in the SPG Operating Partnership of
$437 million.

     Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")

     Management believes that there are several important factors that
contribute to the ability of the SPG Operating Partnership to increase rent and
improve profitability of its shopping centers, including aggregate tenant sales
volume, sales per square foot, occupancy levels and tenant costs. Each of these
factors has a significant effect on EBITDA. Management believes that EBITDA is
an effective measure of shopping center operating performance because: (i) it is
industry practice to evaluate real estate properties based on operating income
before interest, taxes, depreciation and amortization, which is generally
equivalent to EBITDA; and (ii) EBITDA is unaffected by the debt and equity
structure of the property owner. EBITDA: (i) does not represent cash flow from
operations as defined by generally accepted accounting principles; (ii) should
not be considered as an alternative to net income as a measure of operating
performance; (iii) is not indicative of cash flows from operating, investing and
financing activities; and (iv) is not an alternative to cash flows as a measure
of liquidity.

     Total EBITDA for the Properties increased from $387 million in 1994 to
$1,358 million in 1998, representing a compound annual growth rate of 36.9%.
This growth is primarily the result of the CPI Merger ($109 million), the DRC
Merger ($418 million), the SCA Acquisition ($123 million), the IBM acquisition
($73 million), and other Properties developed or acquired during the comparative
periods ($214 million). The remaining growth in total EBITDA ($33 million)
reflects the addition of GLA to the Portfolio Properties through expansions,
increased rental rates, increased tenant sales, improved occupancy levels and
effective control of operating costs. During this period, the operating profit
margin increased from

                                       45
<PAGE>
 
61.9% to 64.7%. This improvement is also primarily attributable to aggressive
leasing of new and existing space and effective control of operating costs.

     The following summarizes total EBITDA for the Portfolio Properties and the
operating profit margin of such properties, which is equal to total EBITDA
expressed as a percentage of total revenue:

<TABLE>
<CAPTION>
                                                                         For the Year Ended December 31,
                                                  ----------------------------------------------------------------------------
                                                       1998             1997             1996            1995         1994
                                                  ---------------  --------------  -----------------  ----------  ------------
<S>                                               <C>              <C>             <C>                <C>         <C>
                                                                                 (in thousands)
 EBITDA of consolidated Properties                    $  906,987        $677,930          $ 467,292    $343,875       $290,243
 EBITDA of unconsolidated Properties                     450,568         262,098            148,030      93,673         96,592
                                                ------------------------------------------------------------------------------
 Total EBITDA of Portfolio Properties                 $1,357,555        $940,028          $ 615,322    $437,548       $386,835
                                                ==============================================================================
 EBITDA after minority interest (1)                   $1,064,157        $746,842          $ 497,215    $357,158       $307,372
                                                ==============================================================================
 Increase in total EBITDA from prior
  period                                                    44.4%           52.8%              40.6%       13.1%          11.6%
 Increase in EBITDA after minority
  interest from prior period                                42.5%           50.2%              39.2%       16.2%          20.0%
 Operating profit margin of the Portfolio
  Properties                                                64.7%           64.4%          62.5% (2)       63.1%          61.9%
 
</TABLE>

(1)  EBITDA after minority interest represents the SPG Operating Partnership's
     allocable portion of earnings before interest, taxes, depreciation and
     amortization for all Properties based on its economic ownership in each
     Property.

(2)  The 1996 operating profit margin, excluding the $7.2 million merger
     integration costs, is 63.2%.

     Funds from Operations ("FFO")

     FFO, as defined by NAREIT, means the consolidated net income of the SPG
Operating Partnership and its subsidiaries without giving effect to real estate
related depreciation and amortization, gains or losses from extraordinary items,
gains or losses on sales of real estate, gains or losses on investments in
marketable securities and any provision/benefit for income taxes for such
period, plus the allocable portion, based on the SPG Operating Partnership's
economic ownership interest, of funds from operations of unconsolidated joint
ventures, all determined on a consistent basis in accordance with generally
accepted accounting principles. Management believes that FFO is an important and
widely used measure of the operating performance of REITs which provides a
relevant basis for comparison among REITs. FFO is presented to assist investors
in analyzing the performance of the SPG Operating Partnership. The SPG Operating
Partnership's method of calculating FFO may be different from the methods used
by other companies. FFO: (i) does not represent cash flow from operations as
defined by generally accepted accounting principles; (ii) should not be
considered as an alternative to net income as a measure of operating performance
or to cash flows from operating, investing and financing activities; and (iii)
is not an alternative to cash flows as a measure of liquidity.

                                       46
<PAGE>
 
     The following summarizes FFO of the SPG Operating Partnership and
reconciles income before extraordinary items to FFO for the periods presented:

<TABLE>
<CAPTION>
                                                                       For the Year Ended December 31,
                                                            --------------------------------------------------
                                                                  1998              1997              1996
                                                            --------------    --------------    --------------
<S> <C>                                                       <C>               <C>               <C>
                                                                               (in thousands)
    FFO of the SPG Operating Partnership                          $540,609          $415,128          $281,495
    Increase in FFO from prior period                                 30.2%             47.5%             42.2%
                                                            ==============    ==============    ==============
 
    Reconciliation:
    Income before extraordinary items                             $233,256          $203,133          $134,663
    Plus:
    Depreciation and amortization from consolidated
    properties                                                     266,525           200,084           135,226
 
    The SPG Operating Partnership's share of
    depreciation and amortization and extraordinary
    items from unconsolidated affiliates                            82,323            46,760            20,159
 
 
    Merger integration costs                                            --                --             7,236
    Loss on sale of real estate                                      7,283                --                --
    Less:
    Gain on the sale of real estate                                     --               (20)              (88)
    Minority interest portion of depreciation, and
    amortization and extraordinary items                            (7,307)           (5,581)           (3,007)
 
    Preferred Unit requirement                                     (41,471)          (29,248)          (12,694)
    FFO of the SPG Operating Partnership                          $540,609          $415,128          $281,495
                                                            ==============    ==============    ==============
</TABLE>

     Portfolio Data

     Operating statistics give effect to the CPI Merger for 1998 only and the
DRC Merger for all periods presented. Statistics include all Properties except
for the redevelopment area at Irving Mall, Charles Towne Square, Richmond Town
Square and The Shops at Mission Viejo, which are all undergoing extensive
redevelopment. The value-oriented super-regional mall category consists of
Arizona Mills, Grapevine Mills and Ontario Mills.

     Aggregate Tenant Sales Volume and Sales per Square Foot. From 1995 to 1998,
total reported retail sales at mall and freestanding GLA owned by the SPG
Operating Partnership ("Owned GLA") in the regional malls and all reporting
tenants at community shopping centers increased from $7,649 million to $14,504
million. Sales for 1998 includes $3,180 million, $977 million, and $1,041
million from the CPI Properties, the SCA Acquisition, and the IBM Properties,
respectively. Excluding these Properties, 1998 sales were $9,305 million, which
is a compound annual growth rate of 6.8%. Retail sales at Owned GLA affect
revenue and profitability levels because they determine the amount of minimum
rent that can be charged, the percentage rent realized, and the recoverable
expenses (common area maintenance, real estate taxes, etc.) the tenants can
afford to pay.

     The following illustrates the total reported sales of tenants at Owned GLA:

                                                                   Annual
                                    Total Tenant                 Percentage
 Year Ended December 31,         Sales (in millions)              Increase
------------------------       -----------------------       ------------------
          1998                         $14,504                     52.0%
          1997                           9,539                     20.4
          1996                           7,921                      3.6
          1995                           7,649                       --

     Regional mall sales per square foot increased 9.0% in 1998 to $343 as
compared to $315 in 1997. In addition, sales per square foot of reporting
tenants operating for at least two consecutive years ("Comparable Sales")
increased from $318 to $346, or 8.8%, from 1997 to 1998. The SPG Operating
Partnership believes its strong sales growth in 1998 is the result of its
aggressive retenanting efforts and the redevelopment of many of the Properties.
Sales per square foot at the community

                                       47
<PAGE>
 
shopping centers decreased in 1998 to $176 as compared to $179 in 1997. Sales
statistics for value-oriented super- regional malls are not provided as this
category is comprised of newly constructed malls with insufficient history to
provide meaningful comparisons.


     Occupancy Levels. Occupancy levels for mall and freestanding Owned GLA at
the regional malls increased from 87.3% at December 31, 1997, to 89.9% at
December 31, 1998. Occupancy levels for all tenants at the value-oriented super-
regional malls increased from 93.8% at December 31, 1997, to 98.2% at December
31, 1998. Occupancy levels for all tenants at the community shopping centers
increased slightly, from 91.3% at December 31, 1997, to 91.4% at December 31,
1998. Owned GLA has increased 19.4 million square feet from December 31, 1997,
to December 31, 1998, primarily as a result of the IBM acquisition, the CPI
Merger, the acquisition of the Arboretum, and the 1998 Property openings.

                                  Occupancy Levels
               ---------------------------------------------------
                                   Value-Oriented        Community
                   Regional           Regional           Shopping
December 31,        Malls              Malls              Centers
------------       --------        --------------        ---------

    1998             89.9%               98.2%              91.4%
    1997             87.3                93.8               91.3
    1996             84.7                 N/A               91.6
    1995             85.5                 N/A               93.6


     Tenant Occupancy Costs. Tenant occupancy costs as a percentage of sales
increased from 11.5% in 1997 to 12.2% in 1998 in the regional mall portfolio. A
tenant's ability to pay rent is affected by the percentage of its sales
represented by occupancy costs, which consist of rent and expense recoveries. As
sales levels increase, if expenses subject to recovery are controlled, the
tenant can pay higher rent. Management believes the SPG Operating Partnership is
one of the lowest-cost providers of retail space, which has permitted the rents
in both regional malls and community shopping centers to increase without
raising a tenant's total occupancy cost beyond its ability to pay. Management
believes continuing efforts to increase sales while controlling property
operating expenses will continue the trend of increasing rents at the
Properties.


     Average Base Rents. Average base rents per square foot of mall and
freestanding Owned GLA at regional malls increased 33.8%, from $19.18 in 1995 to
$25.67 in 1998. For all tenants at the community shopping centers, average base
rents of Owned GLA increased 5.3%, from $7.29 in 1995 to $7.68 in 1998.

     The following highlights this trend:

<TABLE>
<CAPTION>
                                             Average Base Rent per Square Foot
                         --------------------------------------------------------------------------------
                                                                                   Community
                                             %      Value-Oriented         %        Shopping         %   
Year Ended December 31,  Regional Malls    Change   Regional Malls      Change       Centers       Change
-----------------------  --------------    ------   --------------      ------     ----------      ------
<S>                      <C>               <C>      <C>                 <C>        <C>             <C> 
        1998                $25.67           8.5%        $16.40          1.2%          $7.68         3.2%
        1997                 23.65          14.4          16.20          N/A            7.44        (2.7)
        1996                 20.68           7.8            N/A          N/A            7.65         4.9 
        1995                 19.18           4.4            N/A          N/A            7.29         2.4 

</TABLE>

     Inflation

     Inflation has remained relatively low during the past four years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling the SPG Operating Partnership to receive percentage rentals based on
tenants' gross sales, which generally increase as prices rise, and/or escalation
clauses, which generally increase rental rates during the terms of the leases.
In addition, many of the leases are for terms of less than ten years, which may
enable the SPG Operating Partnership to replace existing leases with new leases
at higher base and/or percentage rentals if rents of the existing leases are
below the then-existing market rate. Substantially all of the leases, other than
those for anchors, require the tenants to pay a proportionate share of operating
expenses, including common area maintenance, real estate taxes and

                                       48
<PAGE>
 
insurance, thereby reducing the SPG Operating Partnership's exposure to
increases in costs and operating expenses resulting from inflation.

     However, inflation may have a negative impact on some of the SPG Operating
Partnership's other operating items. Interest and general and administrative
expenses may be adversely affected by inflation as these specified costs could
increase at a rate higher than rents. Also, for tenant leases with stated rent
increases, inflation may have a negative effect as the stated rent increases in
these leases could be lower than the increase in inflation at any given time.


     Year 2000 Costs

     The SPG Operating Partnership has undertaken a project to identify and
correct problems arising from the inability of information technology hardware
and software systems to process dates after December 31, 1999. This Year 2000
project consists of two primary components. The first component focuses on the
SPG Operating Partnership's key information technology systems (the "IT
Component") and the second component focuses on the information systems of key
tenants and key third party service providers as well as imbedded systems within
common areas of substantially all of the Properties (the "Non-IT Component").
Key tenants include the 20 largest base rent contributors and anchor tenants
with over 25,000 square feet of GLA. Key third party service providers are those
providers whose Year 2000 problems, if not addressed, would be likely to have a
material adverse effect on the SPG Operating Partnership's operations.

     The IT Component of the Year 2000 project is being managed by the
information services department of the SPG Operating Partnership who have
actively involved other disciplines within the SPG Operating Partnership who are
directly impacted by an IT Component of the project. The Non-IT Component is
being managed by a steering committee of 25 employees, including senior
executives of a number of the SPG Operating Partnership's departments. In
addition, outside consultants have been engaged to assist in the Non-IT
Component.

     Status of Project

          IT Component. The SPG Operating Partnership's primary operating,
     financial accounting and billing systems and the SPG Operating
     Partnership's standard primary desktop software have been determined to be
     Year 2000 ready. The SPG Operating Partnership's information services
     department has also completed its assessment of other "mission critical"
     applications within the SPG Operating Partnership and is currently
     implementing solutions to those applications in order for them to be Year
     2000 ready. It is expected that the implementation of these mission
     critical solutions will be complete by September 30, 1999.

          Non-IT Component. The Non-IT Component includes the following phases:
     (1) an inventory of Year 2000 items which are determined to be material to
     the SPG Operating Partnership's operations; (2) assigning priority to
     identified items; (3) assessing Year 2000 compliance status as to all
     critical items; (4) developing replacement or contingency plans based on
     the information collected in the preceding phases; (5) implementing
     replacement and contingency plans; and (6) testing and monitoring of plans,
     as applicable.

          Phase (1) and Phase (2) are complete and Phase (3) is in process. The
     assessment of compliance status of key tenants is approximately 82%
     complete, the assessment of compliance status of key third party service
     providers is approximately 80% complete, the assessment of compliance
     status of critical inventoried components at the Properties is
     approximately 79% complete and the assessment of compliance status of non-
     critical inventoried components at the Properties is approximately 75%
     complete. The SPG Operating Partnership expects to complete Phase (3) by
     April 30, 1999. The development of contingency or replacement plans (Phase
     (4)) is scheduled to be completed by September 30, 1999. Development of
     such plans is ongoing. Implementation of contingency and replacement plans
     (Phase (5)) has commenced and will continue through 1999 to the extent Year
     2000 issues are identified. Any required testing (Phase (6)) is to be
     completed throughout the remainder of 1999.

     Costs. The SPG Operating Partnership estimates that it will spend
approximately $1.5 million in incremental costs for its Year 2000 project. This
amount will be incurred over a period that commenced in January 1997 and is
expected to end in September 1999. Costs incurred through December 31, 1998 are
estimated at approximately $500 thousand. Such amounts are expensed as incurred.
These estimates do not include the costs expended by the SPG Operating
Partnership following its 1996 merger with DeBartolo Realty Corporation for
software, hardware and related costs necessary to upgrade its primary

                                       49
<PAGE>
 
operating, financial accounting and billing systems, which allowed those systems
to, among other things, become Year 2000 compliant.

     Risks. The most reasonably likely worst case scenario for the SPG Operating
Partnership with respect to the Year 2000 problems would be disruptions in
operations at the Properties. This could lead to reduced sales at the Properties
and claims by tenants which would in turn adversely affect the SPG Operating
Partnership's results of operations.

     The SPG Operating Partnership has not yet completed all phases of its Year
2000 project and the SPG Operating Partnership is dependent upon key tenants and
key third party suppliers to make their information systems Year 2000 compliant.
In addition, disruptions in the economy generally resulting from Year 2000
problems could have an adverse effect on the SPG Operating Partnership's
operations.

     Seasonality

     The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail sales
are typically at their highest levels. In addition, shopping malls achieve most
of their temporary tenant rents during the holiday season. As a result of the
above, earnings are generally highest in the fourth quarter of each year.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

     Reference is made to Item 7 of this Form 10-K under the caption "Liquidity
and Capital Resources".

Item 8. Financial Statements and Supplementary Data

     Reference is made to the Index to Financial Statements contained in Item
14.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

     None.

                                       50
<PAGE>
 
                                    Part III

Item 10. Directors and Executive Officers of the Registrant

     The managing general partner of the SPG Operating Partnership is SPG. The
information required by this item is incorporated herein by reference to SPG's
definitive Proxy Statements for their annual meeting of shareholders to be filed
with the Commission pursuant to Regulation 14A and is included under the caption
"EXECUTIVE OFFICERS OF THE REGISTRANT" in Part I thereof.

Item 11. Executive Compensation

     The information required by this item is incorporated herein by reference
to SPG's definitive Proxy Statements for its annual meeting of shareholders to
be filed with the Commission pursuant to Regulation 14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information required by this item is incorporated herein by reference
to SPG's definitive Proxy Statements for its annual meeting of shareholders to
be filed with the Commission pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions

     The information required by this item is incorporated herein by reference
to SPG's definitive Proxy Statements for its annual meeting of shareholders to
be filed with the Commission pursuant to Regulation 14A.

                                       51
<PAGE>
 
                                    PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a) (1) Financial Statements                                            Page No.
        --------------------                                            --------

        Reports of Independent Public Accountants                          53

          Consolidated Balance Sheets as of December 31, 1998 and 1997     54
          Consolidated Statements of Operations for the years ended
           December 31, 1998, 1997 and 1996                                55
          Consolidated Statements of Changes in Partner's Equity for
           the years ended December 31, 1998, 1997 and 1996                56
          Consolidated Statements of Cash Flows for the years ended
           December 31, 1998, 1997 and 1996                                57


        Notes to Financial Statements                                      58

    (2) Financial Statement Schedules
        -----------------------------

        Report of Independent Public Accountants                           81
        Simon Property Group, L.P. Schedule III -- Schedule of Real
         Estate and Accumulated Depreciation                               82
        Notes to Schedule III                                              87
 
    (3) Exhibits
        --------
 
        The Exhibit Index attached hereto is hereby incorporated by
         reference to this Item.                                           88

(b) Reports on Form 8-K
    -------------------

        One Form 8-K was filed during the fourth quarter ended December 31,
         1998.

          On November 2, 1998 under Item 2 Acquisition or Disposition of Assets,
          Simon Property Group, L.P. filed a Form 8-K to announce the
          consummation of the merger by and among Simon DeBartolo Group, Inc.
          (the accounting predecessor to Simon Property Group, Inc.), Corporate
          Property Investors, Inc. and Corporate Realty Consultants, Inc. (the
          predecessor to SPG Realty Consultants, Inc.). Also included in the
          Form 8-K, under Item 7 Financial Statements and Exhibits, was pro
          forma financial information through September 30, 1998.

                                       52
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Simon Property Group, Inc.:

We have audited the accompanying consolidated balance sheets of Simon Property
Group, L.P. (a Delaware limited partnership) and subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations, partners'
equity and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the SPG Operating
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial position of Simon Property
Group, L.P. and subsidiaries as of December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.



                                        ARTHUR ANDERSEN LLP


Indianapolis, Indiana
February 17, 1999.

                                       53
<PAGE>
 
Balance Sheets
Simon Property Group, L.P. Consolidated

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                        December 31,       December 31,
                                                                                            1998               1997
                                                                                        ------------       ------------
<S>                                                                                     <C>                <C>         
ASSETS:
      Investment properties, at cost                                                    $ 11,662,860       $  6,867,354
      Less -- accumulated depreciation                                                       709,114            461,792
                                                                                        ------------       ------------
                                                                                          10,953,746          6,405,562
      Goodwill                                                                                58,134               --
      Cash and cash equivalents                                                              124,466            109,699
      Restricted cash                                                                            867              8,553
      Tenant receivables and accrued revenue, net                                            217,341            188,359
      Notes and advances receivable from Management Company and affiliates                   115,378             93,809
      Note receivable from SRC (Interest at 6%, due 2013)                                     20,565               --
      Investment in partnerships and joint ventures, at equity                             1,303,251            612,140
      Investment in Management Company and affiliates                                         10,037              3,192
      Other investment                                                                        50,176             53,785
      Deferred costs and other assets                                                        226,817            164,413
      Minority interest                                                                       32,138             23,155
                                                                                        ------------       ------------
            Total assets                                                                $ 13,112,916       $  7,662,667
                                                                                        ============       ============

LIABILITIES:
      Mortgages and other indebtedness                                                  $  7,972,381       $  5,077,990
      Notes payable to SRC (Interest at 8%, due 2008)                                         17,907               --
      Accounts payable and accrued expenses                                                  410,445            245,121
      Cash distributions and losses in partnerships and joint ventures, at equity             29,139             20,563
      Other liabilities                                                                       95,243             67,694
                                                                                        ------------       ------------
            Total liabilities                                                              8,525,115          5,411,368
                                                                                        ------------       ------------

COMMITMENTS AND CONTINGENCIES (Note 13)

PARTNERS' EQUITY:

      Preferred units, 16,053,580 and 11,000,000 units outstanding, respectively           1,057,245            339,061

      General Partners, 161,487,017 and 109,643,001 units oustanding, respectively         2,540,660          1,231,031

      Limited Partners, 64,182,157 and 61,850,762 units outstanding, respectively          1,009,646            694,437

      Unamortized restricted stock award                                                     (19,750)           (13,230)
                                                                                        ------------       ------------

            Total partners' equity                                                         4,587,801          2,251,299
                                                                                        ------------       ------------
            Total liabilities and partners' equity                                      $ 13,112,916       $  7,662,667
                                                                                        ============       ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       54
<PAGE>
 
Statements of Operations
Simon Property Group, L.P. Consolidated

(Dollars in thousands, except per unit amounts)

<TABLE>
<CAPTION>
                                                  For the Year Ended December 31,
                                            -----------------------------------------
                                                1998          1997            1996
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>        
REVENUE:
    Minimum rent                            $   847,198    $   641,352    $   438,089
    Overage rent                                 49,441         38,810         30,810
    Tenant reimbursements                       427,921        322,416        233,974
    Other income                                 75,629         51,589         44,831
                                            -----------    -----------    -----------
        Total revenue                         1,400,189      1,054,167        747,704
                                            -----------    -----------    -----------

EXPENSES:
    Property operating                          225,899        176,846        129,094
    Depreciation and amortization               266,978        200,900        135,780
    Real estate taxes                           133,038         98,830         69,173
    Repairs and maintenance                      53,189         43,000         31,779
    Advertising and promotion                    50,521         32,891         24,756
    Merger integration costs                       --             --            7,236
    Provision for credit losses                   6,599          5,992          3,460
    Other                                        23,956         18,678         14,914
                                            -----------    -----------    -----------
        Total operating expenses                760,180        577,137        416,192
                                            -----------    -----------    -----------

OPERATING INCOME                                640,009        477,030        331,512

INTEREST EXPENSE                                420,280        287,823        202,182
                                            -----------    -----------    -----------
INCOME BEFORE MINORITY INTEREST                 219,729        189,207        129,330

MINORITY INTEREST                                (7,335)        (5,270)        (4,300)
GAINS (LOSS) ON SALES OF ASSETS, NET             (7,283)            20             88
                                            -----------    -----------    -----------
INCOME BEFORE UNCONSOLIDATED ENTITIES           205,111        183,957        125,118

INCOME FROM UNCONSOLIDATED ENTITIES              28,145         19,176          9,545
                                            -----------    -----------    -----------
INCOME BEFORE EXTRAORDINARY ITEMS               233,256        203,133        134,663

EXTRAORDINARY ITEMS                               7,146             58         (3,521)
                                            -----------    -----------    -----------
NET INCOME                                      240,402        203,191        131,142

PREFERRED UNIT REQUIREMENT                      (41,471)       (29,248)       (12,694)
                                            -----------    -----------    -----------

NET INCOME AVAILABLE TO UNITHOLDERS             198,931    $   173,943    $   118,448
                                            ===========    ===========    ===========

NET INCOME AVAILABLE TO UNITHOLDERS
  ATTRIBUTABLE TO:
        General Partner                     $   130,752    $   107,989    $    72,561
        Limited Partners                         68,179         65,954         45,887
                                            -----------    -----------    -----------
        Net income                          $   198,931    $   173,943    $   118,448
                                            ===========    ===========    ===========

BASIC EARNINGS PER UNIT:
        Income before extraordinary items   $      1.01    $      1.08    $      1.02
        Extraordinary items                        0.04           --            (0.03)
                                            -----------    -----------    -----------
        Net income                          $      1.05    $      1.08    $      0.99
                                            ===========    ===========    ===========

DILUTED EARNINGS PER UNIT:
        Income before extraordinary items   $      1.01    $      1.08    $      1.01
        Extraordinary items                        0.04           --            (0.03)
                                            -----------    -----------    -----------
        Net income                          $      1.05    $      1.08    $      0.98
                                            ===========    ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       55
<PAGE>
 
Statements of Partners' Equity
Simon Property Group, L.P. Consolidated

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                                          Limited
                                                                                            Unamortized       Total       Partners'
                                                   Preferred     General       Limited      Restricted      Partners'      Equity
                                                     Units       Partners      Partners     Stock Award      Equity       Interest
                                                  ---------------------------------------------------------------------------------
<S>                                               <C>          <C>            <C>           <C>           <C>            <C>       
Balance at December 31, 1995                      $   99,923   $  (686,362)   $      --     $   (2,687)   $  (589,126)   $  908,764

1996 Adjustment to reflect limited partners'
  interest at Historical Value (Note 11)                           822,072         86,692                     908,764      (908,764)

                                                  ----------   -----------    -----------   ----------    -----------    ----------
                                                      99,923       135,710         86,692       (2,687)       319,638          --
                                                                                                                         ==========

General Partner Contributions (442,225 units)                       10,518                                     10,518  


Units issued in connection with Merger
  (37,877,965 and 23,219,012 units, respectively)                  922,379        565,448                   1,487,827  

Other unit issuances (472,410 units)                                                  275                         275  

Preferred units issued, net of issuance costs
  (8,000,000 units)                                  192,989                                                  192,989  

Stock incentive program (200,030 units)                              4,751                      (4,751)          --    


Amortization of stock incentive                                                                  2,084          2,084  

Adjustment to allocate net equity of
 the Operating Partnership                                         (14,382)        14,382                              

Net income                                            12,694        72,561         45,887                     131,142  

Distributions                                        (12,694)     (114,142)       (72,401)                   (199,237) 

Other                                                                  (62)                                       (62) 
                                                  ----------   -----------    -----------   ----------    -----------
Balance at December 31, 1996                         292,912     1,017,333        640,283       (5,354)     1,945,174  

General Partner Contributions
 (6,311,273 units)                                                 200,920                                    200,920  

Units issued in connection with acquisitions
  (2,193,037 and 876,712, respectively)                             70,000         26,408                      96,408  

Stock incentive program (448,753 units)                             14,016                     (13,262)           754 

Amortization of stock incentive                                                                  5,386          5,386 

Preferred units issued, net of issuance              146,072                                                  146,072 
 costs  (3,000,000 units)

Conversion of 4,000,000 Series A preferred
 units into 3,809,523 common units                   (99,923)       99,923                                       --   

Adjustment to allocate net equity of
 the Operating Partnership                                         (82,869)        82,869                        --   

Unrealized gain on long-term investments                             2,420          1,365                       3,785 

Net income                                            29,248       107,989         65,954                     203,191 

Distributions                                        (29,248)     (198,701)      (122,442)                   (350,391)
                                                  ----------   -----------    -----------   ----------    -----------
Balance at December 31, 1997                         339,061     1,231,031        694,437      (13,230)     2,251,299 

General Partner Contributions  (2,957,335 units)                    91,399                                     91,399 

CPI Merger (Note 3):
  Preferred Units (5,053,580)                        717,916                                                  717,916 
  Units (47,790,550)                                             1,605,638                                  1,605,638 

Units issued in connection with acquisitions
(519,889 and 2,344,199 units, respectively)                         17,176         76,263                      93,439 

Stock incentive program (495,131 units,
 net of forfeitures)                                                15,983                     (15,983)          --   

Amortization of stock incentive                                                                  9,463          9,463 

Other (Accretion of Preferred Units,
 81,111 general partner Units issued
 and 12,804 limited partner Units redeemed)              268         2,500           (289)                      2,479 

Adjustment to allocate net equity of
 the Operating Partnership                                        (308,922)       308,922                        --   

Distributions                                        (41,471)     (242,603)      (136,551)                   (420,625)
                                                  ----------   -----------    -----------   ----------    -----------
Subtotal                                           1,015,774     2,412,202        942,782      (19,750)     4,351,008 

  Comprehensive Income:

Net income                                            41,471       130,752         68,179                     240,402 

Unrealized gain on long-term
 investments                                                        (2,294)        (1,315)                     (3,609)
                                                  ----------   -----------    -----------   ----------    -----------
  Total Comprehensive Income                          41,471       128,458         66,864         --          236,793 
                                                  ----------   -----------    -----------   ----------    -----------
Balance at December 31, 1998                      $1,057,245   $ 2,540,660    $ 1,009,646   $  (19,750)   $ 4,587,801
                                                  ==========   ===========    ===========   ==========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       56
<PAGE>
 
Statements of Cash Flows
Simon Property Group, L.P. Consolidated

(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                          For the Year Ended December 31,
                                                                    -----------------------------------------
                                                                        1998           1997           1996
                                                                    -----------    -----------    -----------
<S>                                                                 <C>            <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                        $   240,402    $   203,191    $   131,142
     Adjustments to reconcile net income to net cash provided
       by operating activities--
         Depreciation and amortization                                  277,346        208,539        143,582
         Extraordinary items                                             (7,146)           (58)         3,521
         Loss (gains) on sales of assets, net                             7,283            (20)           (88)
         Straight-line rent                                              (9,261)        (9,769)        (3,502)
         Minority interest                                                7,335          5,270          4,300
         Equity in income of unconsolidated entities                    (28,145)       (19,176)        (9,545)
     Changes in assets and liabilities--
         Tenant receivables and accrued revenue                         (13,316)       (23,284)        (6,422)
         Deferred costs and other assets                                 (7,289)       (30,203)       (12,756)
         Accounts payable, accrued expenses and other liabilities        76,454         36,417        (13,768)
                                                                    -----------    -----------    -----------
         Net cash provided by operating activities                      543,663        370,907        236,464
                                                                    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisitions                                                    (1,942,724)      (980,427)       (56,069)
     Capital expenditures                                              (345,026)      (305,178)      (195,833)
     Cash from Mergers, acquisitions and consolidation of
        joint ventures, net                                              16,563         19,744         37,053
     Change in restricted cash                                            7,686         (2,443)         1,474
     Proceeds from sale of assets                                        46,087            599            399
     Investments in unconsolidated entities                             (55,523)       (47,204)       (62,096)
     Distributions from unconsolidated entities                         195,497        144,862         36,786
     Investments in and advances (to)/from Management Company           (21,569)       (18,357)        38,544
     Other investing activities                                            --          (55,400)          --
                                                                    -----------    -----------    -----------
         Net cash used in investing activities                       (2,099,009)    (1,243,804)      (199,742)
                                                                    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Partnership contributions                                           92,570        344,438        201,704
     Partnership distributions                                         (417,164)      (350,391)      (257,403)
     Minority interest distributions, net                               (19,694)          (219)        (5,115)
     Mortgage and other note proceeds, net of transaction costs       3,782,314      2,976,222      1,293,582
     Mortgage and other note principal payments                      (1,867,913)    (2,030,763)    (1,267,902)
     Other refinancing transaction                                         --          (21,000)          --
                                                                    -----------    -----------    -----------
         Net cash provided by (used in) financing activities          1,570,113        918,287        (35,134)
                                                                    -----------    -----------    -----------

INCREASE IN CASH AND CASH EQUIVALENTS                                    14,767         45,390          1,588

CASH AND CASH EQUIVALENTS, beginning of period                          109,699         64,309         62,721

                                                                    -----------    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period                            $   124,466    $   109,699    $    64,309
                                                                    ===========    ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       57
<PAGE>
 
                           SIMON PROPERTY GROUP, L.P.

                          NOTES TO FINANCIAL STATEMENTS

            (Dollars in thousands, except per unit amounts and where
                            indicated as in billions)

1. Organization

       Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware
limited partnership, formerly known as Simon DeBartolo Group, L.P. ("SDG, LP"),
is a majority owned subsidiary of Simon Property Group Inc. ("SPG"), a Delaware
corporation. SPG is a self-administered and self-managed real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
Each share of common stock of SPG is paired with a beneficial interest in
1/100th of a share of common stock of SPG Realty Consultants, Inc., also a
Delaware corporation ("SRC" and together with SPG, the "Companies"). Units of
ownership interest ("Units") in the SPG Operating Partnership are paired with a
beneficial interest in 1/100th of a Unit in SPG Realty Consultants, L.P. (the
"SRC Operating Partnership" and together with the SPG Operating Partnership, the
"Operating Partnerships"). The SRC Operating Partnership is the primary
subsidiary of SRC.

       The SPG Operating Partnership, is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development of real
estate properties, primarily regional malls and community shopping centers. As
of December 31, 1998, the SPG Operating Partnership owned or held an interest in
240 income-producing properties, which consisted of 152 regional malls, 77
community shopping centers, three specialty retail centers, five office and
mixed-use properties and three value-oriented super-regional malls in 35 states
(the "Properties"). The SPG Operating Partnership also owned interests in one
regional mall, one value-oriented super-regional mall, one specialty center and
three community centers currently under construction and eleven parcels of land
held for future development (collectively, the "Development Properties", and
together with the Properties, the "Portfolio Properties"). At December 31, 1998
and 1997, SPG's direct and indirect ownership interests in the SPG Operating
Partnership was 71.6% and 63.9%, respectively. The SPG Operating Partnership
also holds substantially all of the economic interest in M.S. Management
Associates, Inc. (the "Management Company"). See Note 8 for a description of the
activities of the Management Company.

       The SPG Operating Partnership is subject to risks incidental to the
ownership and operation of commercial real estate. These include, among others,
the risks normally associated with changes in the general economic climate,
trends in the retail industry, creditworthiness of tenants, competition for
tenants, changes in tax laws, interest rate levels, the availability of
financing, and potential liability under environmental and other laws. Like most
retail properties, the SPG Operating Partnership's regional malls and community
shopping centers rely heavily upon anchor tenants. As of December 31, 1998, 312
of the approximately 871 anchor stores in the Properties were occupied by three
retailers. An affiliate of one of these retailers is a limited partner in the
SPG Operating Partnership.

2. Basis of Presentation

       The accompanying consolidated financial statements of the SPG Operating
Partnership include accounts of all entities owned or controlled by the SPG
Operating Partnership. All significant intercompany amounts have been
eliminated. The consolidated financial statements reflect the CPI Merger (see
Note 3) as of the close of business on September 24, 1998. Operating results
prior to the CPI Merger represent the operating results of SDG, LP.

       The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles, which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reported period.
Actual results could differ from these estimates.

       Properties which are wholly-owned ("Wholly-Owned Properties") or owned
less than 100% and are controlled by the SPG Operating Partnership ("Minority
Interest Properties") are accounted for using the consolidated method of
accounting. Control is demonstrated by the ability of the general partner to
manage day-to-day operations, refinance debt and sell the assets of the
partnership without the consent of the limited partner and the inability of the
limited partner to replace the general partner. The deficit minority interest
balance in the accompanying balance sheets represents outside partners'
interests in the net equity of certain Properties. Deficit minority interests
were recorded when a partnership agreement provided for the settlement of
deficit capital accounts before distributing the proceeds from the sale of
partnership assets and/or from the intent (legal or otherwise) and ability of
the partner to fund additional capital contributions. Investments in
partnerships and joint ventures which represent noncontrolling 14.7% to 85.0%
direct and indirect ownership interests ("Joint Venture Properties")

                                       58
<PAGE>
 
and the investment in the Management Company (see Note 8) are accounted for
using the equity method of accounting. These investments are recorded initially
at cost and subsequently adjusted for net equity in income (loss) and cash
contributions and distributions.

       Net operating results of the SPG Operating Partnership are allocated
after preferred distributions (see Note 11), based on its partners' weighted
average ownership interests during the period. SPG's weighted average direct and
indirect ownership interest in the SPG Operating Partnership during 1998, 1997
and 1996 were 66.2%, 62.1% and 61.2%, respectively. At December 31, 1998 and
1997, SPG's direct and indirect ownership interest was 71.6% and 63.9%,
respectively.

3. CPI Merger

       For financial reporting purposes, as of the close of business on
September 24, 1998, the CPI Merger was consummated pursuant to the Agreement and
Plan of Merger dated February 18, 1998, among Simon DeBartolo Group, Inc.
("SDG"), Corporate Property Investors, Inc. ("CPI"), and Corporate Realty
Consultants, Inc. ("CRC").

       Pursuant to the terms of the CPI Merger, SPG Merger Sub, Inc., a
substantially wholly-owned subsidiary of CPI, merged with and into SDG with SDG
continuing as the surviving company. SDG became a majority-owned subsidiary of
CPI. The outstanding shares of common stock of SDG were exchanged for a like
number of shares of CPI. Beneficial interests in CRC were acquired for $14,000
in order to pair the common stock of CPI with 1/100th of a share of common stock
of CRC, the paired share affiliate.

       Immediately prior to the consummation of the CPI Merger, the holders of
CPI common stock were paid a merger dividend consisting of (i) $90 in cash, (ii)
1.0818 additional shares of CPI common stock and (iii) 0.19 shares of 6.50%
Series B convertible preferred stock of CPI per share of CPI common stock.
Immediately prior to the CPI Merger, there were 25,496,476 shares of CPI common
stock outstanding. The aggregate value associated with the completion of the CPI
Merger was approximately $5.9 billion including transaction costs and
liabilities assumed.

       To finance the cash portion of the CPI Merger consideration, $1.4 billion
was borrowed under a new senior unsecured medium term bridge loan, which bears
interest at a base rate of LIBOR plus 65 basis points and matures in three
mandatory amortization payments (on June 22, 1999, March 24, 2000 and September
24, 2000). An additional $237,000 was also borrowed under the SPG Operating
Partnership's existing $1.25 billion credit facility (the "Credit Facility"). In
connection with the CPI Merger, CPI was renamed "Simon Property Group, Inc."
CPI's paired share affiliate, Corporate Realty Consultants, Inc., was renamed
"SPG Realty Consultants, Inc." In addition SDG and SDG, LP were renamed "SPG
Properties, Inc.", and "Simon Property Group, L.P.", respectively.

       Upon completion of the CPI Merger, SPG transferred substantially all of
the CPI assets acquired, which consisted primarily of 23 regional malls, one
community center, two office buildings and one regional mall under construction
(other than one regional mall, Ocean County Mall, and certain net leased
properties valued at approximately $153,100) and liabilities assumed (except
that SPG remains a co-obligor with respect to the Merger Facility (see Note 9))
of approximately $2.3 billion to the SPG Operating Partnership or one or more
subsidiaries of the SPG Operating Partnership in exchange for 47,790,550 limited
partnership interests and 5,053,580 preferred partnership interests in the SPG
Operating Partnership. The preferred partnership interests carry the same rights
and equal the number of preferred shares issued and outstanding as a direct
result of the CPI Merger.

       SPG accounted for the merger between SDG and the CPI merger subsidiary as
a reverse purchase in accordance with Accounting Principles Board Opinion No.
16. Although paired shares of the former CPI and CRC were issued to SDG common
stock holders and SDG became a substantially wholly owned subsidiary of CPI
following the CPI Merger, CPI is considered the business acquired for accounting
purposes. SDG is considered the acquiring company because the SDG common
stockholders hold a majority of the common stock of SPG, post-merger. The value
of the consideration paid by SDG has been allocated to the estimated fair value
of the CPI assets acquired and liabilities assumed which resulted in goodwill of
$58,134, as adjusted. Goodwill is being amortized over the estimated life of the
properties of 35 years. Purchase accounting will be finalized when the SPG
Operating Partnership completes and implements its combined operating plan,
which is expected to occur by the third quarter of 1999.

       SDG, LP contributed $14,000 cash to CRC and $8,000 cash to the SRC
Operating Partnership on behalf of the SDG common stockholders and the limited
partners of SDG, LP to obtain the beneficial interests in common stock of CRC,
which were paired with the shares of common stock issued by SPG, and to obtain
Units in the SRC Operating Partnership so that the limited partners of the SDG
Operating Partnership would hold the same proportionate interest in the SRC
Operating Partnership that they hold in the SDG Operating Partnership. The cash
contributed to CRC and the SRC Operating Partnership on behalf of the partners
of SDG, LP was accounted for as a distribution to the partners.

                                       59
<PAGE>
 
4. The DRC Merger and Other Real Estate Acquisitions, Disposals and Developments

              The DRC Merger

       On August 9, 1996, the national shopping center business of DeBartolo
Realty Corporation and subsidiaries ("DRC") was acquired for an aggregate value
of $3.0 billion (the "DRC Merger"). The acquired portfolio consisted of 49
regional malls, 11 community centers and 1 mixed-use Property. These Properties
included 47,052,267 square feet of retail space gross leasable area ("GLA") and
558,636 of office GLA. Pursuant to the DRC Merger, SPG acquired all the
outstanding common stock of DRC (55,712,529 shares), at an exchange ratio of
0.68 shares of SPG's common stock for each share of DRC common stock. A total of
37,873,965 shares of SPG's common stock was issued by SPG, to the DRC
shareholders. DRC and the acquisition subsidiary merged. DRC became a 99.9%
subsidiary of SPG and changed its name to SD Property Group, Inc. The purchase
price was allocated to the fair value of the assets and liabilities using the
purchase method of accounting.

       In connection with the DRC Merger, the general and limited partners of
Simon Property Group, LP ("Old SPG, LP"), which was SPG Properties, Inc.'s ("Old
SPG") initial operating partnership, contributed 49.5% (47,442,212 Units) of the
total outstanding Units in Old SPG, LP to the operating partnership of DRC,
DeBartolo Realty Partnership, L.P. ("DRP, LP") in exchange for 47,442,212 Units
in DRP, LP, whose name was changed to Simon DeBartolo Group, L.P. Old SPG
retained a 50.5% partnership interest (48,400,641 Units) in Old SPG, LP but
assigned its rights to receive distributions of profits on 49.5% (47,442,212
Units) of the outstanding Units of partnership interest in Old SPG, LP to SDG,
LP. The limited partners of DRP, LP approved the contribution made by the
partners of Old SPG, LP and simultaneously exchanged their 38.0% (34,203,623
Units) partnership interest in DRP, LP, adjusted for the Exchange Ratio, for a
smaller partnership interest in SDG, LP. The exchange of the limited partners'
38.0% partnership interest in DRP, LP for Units of SDG, LP has been accounted
for as an acquisition of minority interest by Old SPG and is valued based on the
estimated fair value of the consideration issued (approximately $566,900). The
Units of SDG, LP may under certain circumstances be exchangeable for common
stock of Old SPG on a one-for-one basis. Therefore, the value of the acquisition
of the DRP, LP limited partners' interest acquired was based upon the number of
DRP, LP Units exchanged (34,203,623), the Exchange Ratio and the last reported
sales price per share of Old SPG's common stock on August 9, 1996 ($24.375). The
limited partners of Old SPG, LP received a 23.7% partnership interest in SDG, LP
(37,282,628 Units) for the contribution of their 38.9% partnership interest in
Old SPG, LP (37,282,628 Units) to SDG, LP. The interests transferred by the
partners of Old SPG, LP to DRP, LP have been appropriately reflected at
historical costs.

       Upon completion of the DRC Merger, Old SPG became a general partner of
SDG, LP with 36.9% (57,605,796 Units) of the outstanding partnership Units in
SDG, LP and became the managing general partner of Old SPG, LP with 24.3%
(37,873,965 Units in Old SPG, LP) of the outstanding partnership Units in Old
SPG, LP. Old SPG remained the sole general partner of Old SPG, LP with 1% of the
outstanding partnership Units (958,429 Units) and 49.5% interest in the capital
of Old SPG, LP, and SDG, LP became a special limited partner in Old SPG, LP with
49.5% (47,442,212 Units) of the outstanding partnership Units in Old SPG, LP and
an additional 49.5% interest in the profits of Old SPG, LP. Old SPG, LP did not
acquire any interest in SDG, LP. Upon completion of the DRC Merger, Old SPG
directly and indirectly owned a controlling 61.2% (95,479,761 Units) partnership
interest in SDG, LP.

       For financial reporting purposes, the completion of the DRC Merger
resulted in a reverse acquisition by Old SPG, using the purchase method of
accounting, directly or indirectly, of 100% of the net assets of DRP, LP for
consideration valued at $1.5 billion, including related transaction costs. The
purchase price was allocated to the fair value of the assets and liabilities.
Final adjustments to the purchase price allocation were not completed until
1997, however no material changes were recorded in 1997.

       Although Old SPG was the accounting acquirer, the SPG Operating
Partnership (formerly SDG, LP, and before that, DRP, LP) became the primary
operating partnership through which the business of Old SPG was being conducted.
As a result of the DRC Merger, Old SPG, LP became a subsidiary of SDG, LP with
99% of the profits allocable to SDG, LP and 1% of the profits allocable to Old
SPG Cash flow allocable to Old SPG's 1% profit interest in SDG, LP was absorbed
by public company costs and related expenses incurred by Old SPG However,
because Old SPG was the accounting acquirer and, upon completion of the DRC
Merger, acquired majority control of SDG, LP; Old SPG, LP is the predecessor to
SDG, LP for financial reporting purposes. Accordingly, the financial statements
of SDG, LP for the post-Merger periods reflect the reverse acquisition of DRP,
LP by Old SPG and for all pre-Merger comparative periods, the financial
statements of SDG, LP reflect the financial statements of Old SPG, LP as the
predecessor to SDG, LP for financial reporting purposes.

       On December 31, 1997, Old SPG, LP merged into the SDG, LP.

                                       60
<PAGE>
 
              Acquisitions and Disposals

       On January 26, 1998, the SPG Operating Partnership acquired Cordova Mall
in Pensacola, Florida for approximately $87,300, including the assumption of a
$28,935 mortgage, which was later retired, and the issuance of 1,713,016 Units,
valued at approximately $55,500. This 874,000 square-foot regional mall is
wholly-owned by the SPG Operating Partnership.

       Effective May 5, 1998, in a series of transactions, the SPG Operating
Partnership acquired the remaining 50.1% interest in Rolling Oaks Mall for
519,889 shares of SPG's common stock, valued at approximately $17,176. The
interest was transferred to the SPG Operating Partnership in exchange for
519,889 Units.

       Effective June 30, 1998, the SPG Operating Partnership sold Southtown
Mall for $3,250 and recorded a $7,219 loss on the transaction.

       On December 7, 1998, a joint venture partnership, in which the SPG
Operating Partnership owns a controlling 90% interest, purchased The Arboretum,
a 209,000 square-foot community center in Austin, Texas. Concurrent with the
acquisition, the joint venture obtained a $34,000 mortgage on the Property
bearing interest at LIBOR plus 1.5%. The SPG Operating Partnership's share of
the $45,000 purchase price was $40,500, which was funded primarily with the net
proceeds of the mortgage, with the remainder being funded from working capital.

       On September 29, 1997, the SPG Operating Partnership completed its cash
tender offer for all of the outstanding shares of beneficial interests of The
Retail Property Trust ("RPT"), a private REIT. RPT owned 98.8% of Shopping
Center Associates ("SCA"), which owned or had interests in twelve regional malls
and one community center, comprising approximately twelve million square feet of
GLA in eight states (the "SCA Properties"). During 1997, the SPG Operating
Partnership exchanged its 50% interests in two SCA Properties to a third party
for the remaining 50% interests in two other SCA Properties, acquired the
remaining 50% ownership interest in another of the SCA Properties and acquired
the remaining 1.2% interest in SCA. During 1998, the SPG Operating Partnership
sold the community center and a regional mall for $9,550 and $33,500,
respectively. These Property sales were accounted for as an adjustment to the
allocation of the purchase price. At the completion of these transactions (the
"SCA Acquisition"), the SPG Operating Partnership owns 100% of eight of the nine
SCA Properties, and a noncontrolling 50% ownership interest in the remaining
Property. The total cost for the acquisition of SCA and related transactions of
approximately $1,300,000 includes shares of common stock of SPG valued at
approximately $50,000, Units in the SPG Operating Partnership valued at
approximately $25,300, the assumption of $398,500 of consolidated indebtedness
and the SPG Operating Partnership's pro rata share of joint venture indebtedness
of $76,750, with the remainder comprising primarily of cash financed using the
Credit Facility. On September 15, 1998, RPT transferred its ownership interest
in SCA to the SPG Operating Partnership in exchange for 27,195,109 Units in the
SPG Operating Partnership.

       Also in 1997, the SPG Operating Partnership acquired a 100% ownership
interest in the Fashion Mall at Keystone at the Crossing, along with an adjacent
community center; the remaining 30% ownership interest in Virginia Center
Commons; a noncontrolling 50% ownership of Dadeland Mall; and an additional
noncontrolling 48% ownership interest of West Town Mall, increasing its total
ownership interest to 50%. The SPG Operating Partnership paid an aggregate
purchase price of approximately $322,000 for these acquisitions, which included
Units in the SPG Operating Partnership valued at $21,100, and the assumption of
$64,772 of mortgage indebtedness, with the remainder paid in cash primarily
using proceeds from the Credit Facility, sales of equity securities and working
capital.

       In 1996, the SPG Operating Partnership acquired the remaining 50%
ownership interest in two regional malls for 472,410 Units in the SPG Operating
Partnership, the assumption of $57,000 of mortgage indebtedness and $56,100 in
cash, primarily using proceeds from the Credit Facility and working capital.

       See also Note 7 for Joint Venture Property acquisition and disposal
activity.

              Development Activity

       Development activities are an ongoing part of the SPG Operating
Partnership's strategy to gain a competitive advantage in the retail real estate
business. During 1998, 1997 and 1996, the SPG Operating Partnership invested
approximately $102,000, $230,000 and $169,000, respectively on new consolidated
and unconsolidated joint venture development projects adding approximately
577,000; 3,600,000; and 3,160,000 square feet of GLA to its portfolio. In
addition, The Shops at Sunset Place, a destination-oriented retail and
entertainment project containing approximately 510,000 square feet of GLA opened
in January of 1999 in South Miami, Florida. Construction also continues on
several other projects at an aggregate construction cost of approximately
$620,000, of which approximately $347,000 is the SPG Operating Partnership's
share. These developments are funded primarily with borrowings from the Credit
Facility, construction loans and working capital.

                                       61
<PAGE>
 
       In addition, the SPG Operating Partnership strives to increase
profitability and market share of the existing Properties through the completion
of strategic renovations and expansions. During 1998, 1997 and 1996, the SPG
Operating Partnership invested approximately $337,000, $229,000 and $93,000,
respectively on renovation and expansion of the Properties. These projects were
also funded primarily with borrowings from the Credit Facility, construction
loans and working capital.

              Pro Forma

       The following unaudited pro forma summary financial information excludes
any extraordinary items and reflects the consolidated results of operations of
the SPG Operating Partnership as if the CPI Merger and the SCA Acquisition had
occurred as of January 1, 1997, and were carried forward through December 31,
1998. Preparation of the pro forma summary information was based upon
assumptions deemed appropriate by management. The pro forma summary information
is not necessarily indicative of the results which actually would have occurred
if the CPI Merger and the SCA Acquisition had been consummated at January 1,
1997, nor does it purport to represent the results of operations for future
periods.

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                          ------------------------------
                                                              1998              1997
                                                          ------------      ------------
<S>                                                       <C>               <C>         
Revenue                                                   $  1,695,204      $  1,566,821

Net income (1)                                                 273,088           300,256

Net income available to Unitholders (1)                        191,312           225,808

Net income per Unit (1)                                   $       0.85      $       1.07
Net income per Unit - assuming dilution                   $       0.85      $       1.07
                                                          ============      ============
Weighted average number of Units                           224,041,500       210,977,382
                                                          ============      ============
Weighted average number of Units - assuming dilution       224,398,649       211,361,446
                                                          ============      ============
</TABLE>

  (1) Includes net gains on the sales of assets in 1998 and 1997 of $37,973 and
  $123,689, respectively, or $0.17 and $0.59 on a basic earnings per Unit basis,
  respectively.

5. Summary of Significant Accounting Policies

              Investment Properties

       Investment Properties are recorded at cost (predecessor cost for
Properties acquired from Melvin Simon, Herbert Simon and certain of their
affiliates (the "Simons")). Investment Properties for financial reporting
purposes are reviewed for impairment on a Property-by-Property basis whenever
events or changes in circumstances indicate that the carrying value of
investment Properties may not be recoverable. Impairment of investment
Properties is recognized when estimated undiscounted operating income is less
than the carrying value of the Property. To the extent an impairment has
occurred, the excess of carrying value of the Property over its estimated fair
value will be charged to income.

       Investment Properties include costs of acquisitions, development and
predevelopment, construction, tenant allowances and improvements, interest and
real estate taxes incurred during construction, certain capitalized improvements
and replacements, and certain allocated overhead. Depreciation on buildings and
improvements is provided utilizing the straight-line method over an estimated
original useful life, which is generally 35 years or the term of the applicable
tenant's lease in the case of tenant inducements. Depreciation on tenant
allowances and improvements is provided utilizing the straight-line method over
the term of the related lease.

       Certain improvements and replacements are capitalized when they extend
the useful life, increase capacity, or improve the efficiency of the asset. All
other repair and maintenance items are expensed as incurred.

              Capitalized Interest

       Interest is capitalized on projects during periods of construction.
Interest capitalized during 1998, 1997 and 1996 was $10,567, $11,589 and $5,831,
respectively.

                                       62
<PAGE>
 
              Segment Disclosure

       The SPG Operating Partnership is engaged in the business of owning,
operating, managing, leasing, expanding and developing retail real estate
properties. Although the SPG Operating Partnership's regional mall portfolio and
office and mixed-use Properties are looked at internally on a divisional basis,
the chief executive officer makes resource allocation and other operating
decisions based on an evaluation of the entire portfolio. The SPG Operating
Partnership's interests in its community centers and other assets have been
aggregated with the regional malls as they have similar economic and
environmental conditions, business processes, types of customers (i.e. tenants)
and services provided. Further, the community centers, offices and other assets
each represent less than 10% and in total represent less than 15% of the SPG
Operating Partnership's total assets, revenues and earnings before interest,
taxes, depreciation and amortization.

              Other Investment

       Investments in securities classified as available for sale are reflected
at market value with the changes in market value reflected in partners' equity.

              Deferred Costs

       Deferred costs consist primarily of financing fees incurred to obtain
long-term financing, costs of interest rate protection agreements, and internal
and external leasing commissions and related costs. Deferred financing costs,
including interest rate protection agreements, are amortized on a straight-line
basis over the terms of the respective loans or agreements. Deferred leasing
costs are amortized on a straight-line basis over the terms of the related
leases. Deferred costs consist of the following:

                                                       December 31,
                                             ------------------------------
                                                  1998              1997
                                             -------------     ------------
             
            Deferred financing costs              $101,215         $ 72,348
             
            Leasing costs and other                141,090          121,060
                                             -------------     ------------
             
                                                   242,305          193,408
            Less-accumulated amortization          115,283           87,666
                                             -------------     ------------
             
                   Deferred costs, net            $127,022         $105,742
                                             =============     ============
 
       Interest expense in the accompanying Consolidated Statements of
Operations includes amortization of deferred financing costs of $11,835, $8,338
and $8,434, for 1998, 1997 and 1996, respectively, and has been reduced by
amortization of debt premiums and discounts of $1,465, $699 and $632 for 1998,
1997 and 1996, respectively.

              Revenue Recognition

       The SPG Operating Partnership, as a lessor, has retained substantially
all of the risks and benefits of ownership of the investment Properties and
accounts for its leases as operating leases. Minimum rents are accrued on a
straight-line basis over the terms of their respective leases. Certain tenants
are also required to pay overage rents based on sales over a stated base amount
during the lease year. Overage rents are recognized as revenues based on
reported and estimated sales for each tenant through December 31, less the
applicable base sales amount. Differences between estimated and actual amounts
are recognized in the subsequent year.

       Reimbursements from tenants for real estate taxes and other recoverable
operating expenses are recognized as revenue in the period the applicable
expenditures are incurred.

                                       63
<PAGE>
 
              Allowance for Credit Losses

       A provision for credit losses is recorded based on management's judgment
of tenant creditworthiness. The activity in the allowance for credit losses
during 1998, 1997 and 1996 was as follows:


                             Balance at   Provision     Accounts       Balance
                              Beginning   for Credit     Written       at End
        Year Ended             of Year      Losses         Off         of Year
                             -----------  -----------  -----------   -----------
         
        December 31, l998      $13,804      $ 6,599      $(5,927)      $14,476
                               =======      =======      =======       =======
        
        December 31, l997      $ 7,918      $ 5,992      $  (106)      $13,804
                               =======      =======      =======       =======
        
        December 31, l996      $ 5,485      $ 3,460      $(1,027)      $ 7,918
                               =======      =======      =======       =======

              Income Taxes

       As a partnership, the allocated share of income or loss for each year is
included in the income tax returns of the partners, accordingly, no accounting
for income taxes is required in the accompanying consolidated financial
statements. State and local taxes are not material.

       Taxable income of the SPG Operating Partnership for the year ended
December 31, 1998, is estimated to be $281,000 and was $172,943 and $164,008 for
the years ended 1997 and 1996, respectively. Reconciling differences between
book income and tax income primarily result from timing differences consisting
of (i) depreciation expense, (ii) prepaid rental income and (iii) straight-line
rent. Furthermore, the Operating Partnership's share of income or loss from the
affiliated Management Company is excluded from the tax return of the Operating
Partnership.

              Per Unit Data

       Effective January 1, 1998, the SPG Operating Partnership retroactively
adopted SFAS No. 128 (Earnings Per Share). Accordingly, basic earnings per Unit
is based on the weighted average number of Units outstanding during the period
and diluted earnings per Unit is based on the weighted average number of Units
outstanding combined with the incremental weighted average Units that would have
been outstanding if all dilutive potential Units would have been converted into
Units at the earliest date possible. The weighted average number of Units used
in the computation for 1998, 1997 and 1996 was 189,082,385; 161,022,887; and
120,181,895, respectively. The diluted weighted average number of equivalent
Units used in the computation for 1998, 1997 and 1996 was 189,439,534;
161,406,951 and 120,317,426, respectively.

       Preferred Units issued and outstanding during the comparative periods did
not have a dilutive effect on earnings per Unit. Units held by limited partners
in the SPG Operating Partnership may be exchanged for paired shares of common
stock of the Companies, on a one-for-one basis in certain circumstances. If
exchanged, the paired Units would not have a dilutive effect. The increase in
weighted average Units outstanding under the diluted method over the basic
method in every period presented for the SPG Operating Partnership is due
entirely to the effect of outstanding stock options, including 304,210
additional options issued in connection with the CPI Merger. Basic earnings and
diluted earnings were the same for all periods presented.

       It is the SPG Operating Partnership's policy to accrue distributions when
they are declared. The SPG Operating Partnership declared distributions in 1998
and 1997 aggregating $2.02 and $2.01 per Unit, respectively. The current annual
distribution rate is $2.02 per Unit. The following is a summary of distributions
per Unit declared in 1998 and 1997:

                                         For the Year Ended December 31,
                                       ----------------------------------
   Distributions per Unit:                  1998                 1997
   -------------------------------     ---------------     --------------
   From book net income                          $1.05              $1.08
   Representing return of capital                 0.97               0.93
                                       ---------------     --------------
    
           Total distributions                   $2.02              $2.01
                                       ===============     ==============

                                       64
<PAGE>
 
       On a federal income tax basis, 1% of the SPG Operating Partnership's 1998
distributions represented a capital gain and 48% represented a return of
capital. In 1997, none of the distributions represented a capital gain and 35%
represented a return of capital.

              Statements of Cash Flows

       For purposes of the Statements of Cash Flows, all highly liquid
investments purchased with an original maturity of 90 days or less are
considered cash and cash equivalents. Cash equivalents are carried at cost,
which approximates market value. Cash equivalents generally consist of
commercial paper, bankers acceptances, Eurodollars, repurchase agreements and
Dutch auction securities. Cash and cash equivalents do not include restricted
cash of $867 and $8,553 as of December 31, 1998 and 1997, respectively, to fund
certain future capital expenditures.

       Cash paid for interest, net of any amounts capitalized, during 1998, 1997
and 1996 was $397,545; $270,912; and $191,965, respectively.

              Noncash Transactions

       Accrued and unpaid distributions were $3,428 at December 31, 1998 and
represented distributions payable on the SPG Operating Partnership's Series A
Preferred Units, which are paid semiannually on March 31 and September 30 of
each year. Please refer to Notes 3, 4, 7 and 11 for additional discussion of
noncash transactions.

              Reclassifications

       Certain reclassifications have been made to the prior year financial
statements to conform to the current year presentation. These reclassifications
have no impact on net operating results previously reported.

6. Investment Properties

       Investment properties consist of the following:

                                                         December 31,
                                                 ---------------------------
                                                     1998            1997
                                                 ------------    -----------
         
        Land                                      $ 2,066,461     $1,253,953
        Buildings and improvements                  9,537,310      5,560,112
                                                 ------------    -----------
         
        Total land, buildings and improvements     11,603,771      6,814,065
         
        Furniture, fixtures and equipment              59,089         53,289
                                                 ------------    -----------
         
        Investment properties at cost              11,662,860      6,867,354
        Less--accumulated depreciation                709,114        461,792
                                                 ------------    -----------
         
        Investment properties at cost, net        $10,953,746     $6,405,562
                                                 ============    ===========


       Investment properties includes $184,799 and $158,609 of construction in
progress at December 31, 1998 and 1997, respectively.

7. Investment in Partnerships and Joint Ventures

              Joint Venture Property Acquisitions and Dispositions

       On February 27, 1998, the SPG Operating Partnership, in a joint venture
partnership with The Macerich Company ("Macerich"), acquired a portfolio of
twelve regional malls and two community centers (the "IBM Properties")
comprising approximately 10.7 million square feet of GLA at a purchase price of
$974,500, including the assumption of $485,000 of indebtedness. The SPG
Operating Partnership and Macerich, as noncontrolling 50/50 partners in the
joint venture, were each responsible for one half of the purchase price,
including indebtedness assumed and each assumed leasing and management
responsibilities for six of the regional malls and one community center. The SPG
Operating Partnership funded its share of the

                                       65
<PAGE>
 
cash portion of the purchase price using borrowings from an interim $300,000
unsecured revolving credit facility, which was subsequently retired using
borrowings from the Credit Facility.

       In March 1998, the SPG Operating Partnership transferred its 50%
ownership interest in The Source, an approximately 730,000 square-foot regional
mall, to a newly formed limited partnership in which it has a 50% ownership
interest, with the result that the SPG Operating Partnership now owns an
indirect noncontrolling 25% ownership interest in The Source. In connection with
this transaction, the SPG Operating Partnership's partner in the newly formed
limited partnership is entitled to a preferred return of 8% on its initial
capital contribution, a portion of which was distributed to the SPG Operating
Partnership. The SPG Operating Partnership applied the distribution against its
investment in The Source.

       In August 1998, the SPG Operating Partnership admitted an additional
partner into the partnership which owns The Shops at Sunset Place for $35,200,
which was distributed to the SPG Operating Partnership. The SPG Operating
Partnership now holds a 37.5% noncontrolling interest in this Property, which
opened in January 1999. The SPG Operating Partnership applied the distribution
against its investment in the Property.

                                       66
<PAGE>
 
              Joint Venture Property Summary Financial Information

       Summary financial information of partnerships and joint ventures
accounted for using the equity method and a summary of the SPG Operating
Partnership's investment in and share of income from such partnerships and joint
ventures follows.

<TABLE>
<CAPTION>
                                                                 December 31,
                                                           -----------------------
BALANCE SHEETS                                                1998          1997
                                                           ----------   ----------
<S>                                                        <C>          <C>       
Assets:
Investment properties at cost, net                         $4,265,022   $2,734,686
Cash and cash equivalents                                     171,553      101,582
Tenant receivables                                            140,579       87,008
Other assets                                                  126,112       71,873
                                                           ----------   ----------
          Total assets                                     $4,703,266   $2,995,149
                                                           ==========   ==========

Liabilities and Partners' Equity:
Mortgages and other notes payable                          $2,861,589   $1,888,512
Accounts payable, accrued expenses and other liabilities      223,631      212,543
                                                           ----------   ----------

          Total liabilities                                 3,085,220    2,101,055
  Partners' equity                                          1,618,046      894,094
                                                           ----------   ----------
          Total liabilities and partners' equity           $4,703,266   $2,995,149
                                                           ==========   ==========

The SPG Operating Partnership's Share of:
Total assets                                               $1,905,459   $1,009,691
                                                           ==========   ==========

Partners' equity                                           $  565,496   $  227,458
Add: Excess Investment                                        708,616      364,119
The SPG Operating Partnership's net Investment in Joint
  Ventures                                                 $1,274,112   $  591,577
                                                           ==========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                        For the Year Ended December 31,
                                                      -----------------------------------
STATEMENTS OF OPERATIONS                                 1998         1997         1996
                                                      ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>      
Revenue:
  Minimum rent                                        $ 442,530    $ 256,100    $ 144,166
  Overage rent                                           18,465       10,510        7,872
  Tenant reimbursements                                 204,936      120,380       73,492
  Other income                                           30,564       19,364       11,178
                                                      ---------    ---------    ---------
          Total revenue                                 696,495      406,354      236,708

Operating Expenses:
  Operating expenses and other                          245,927      144,256       88,678
  Depreciation and amortization                         129,681       85,423       50,328
                                                      ---------    ---------    ---------
          Total operating expenses                      375,608      229,679      139,006
                                                      ---------    ---------    ---------

Operating Income                                        320,887      176,675       97,702
Interest Expense                                        176,669       96,675       48,918
Extraordinary Items- Debt Extinguishments               (11,058)      (1,925)      (1,314)
                                                      ---------    ---------    ---------
Net Income                                            $ 133,160    $  78,075    $  47,470
                                                      =========    =========    =========
Third-Party Investors' Share of Net Income               88,242       55,507       38,283
                                                      ---------    ---------    ---------
The SPG Operating Partnership's Share of Net Income   $  44,918    $  22,568    $   9,187
Amortization of Excess Investment                        22,625       13,878        5,127
                                                      ---------    ---------    ---------
Income from Unconsolidated Entities                   $  22,293    $   8,690    $   4,060
                                                      =========    =========    =========

</TABLE>

       As of December 31, 1998 and 1997, the unamortized excess of the SPG
Operating Partnership's investment over its share of the equity in the
underlying net assets of the partnerships and joint ventures ("Excess
Investment") was $708,616 and $364,119, respectively. This Excess Investment,
which resulted primarily from the CPI Merger and the DRC Merger, is being
amortized generally over the life of the related Properties. Amortization
included in income from unconsolidated entities for the years ended December 31,
1998, 1997 and 1996 was $22,625, $13,878 and $5,127, respectively.

                                       67
<PAGE>
 
       The net income or net loss for each Joint Venture Property is allocated
in accordance with the provisions of the applicable partnership or joint venture
agreement. The allocation provisions in these agreements are not always
consistent with the ownership interests held by each general or limited partner
or joint venturer, primarily due to partner preferences.

8. Investment in Management Company

       The SPG Operating Partnership holds 80% of the outstanding common stock,
5% of the outstanding voting common stock, and all of the 8% cumulative
preferred stock of the Management Company. The remaining 20% of the outstanding
common stock of the Management Company (representing 95% of the voting common
stock) is owned directly by Melvin Simon, Herbert Simon and David Simon. Because
the SPG Operating Partnership exercises significant influence over the financial
and operating policies of the Management Company, it is reflected in the
accompanying statements using the equity method of accounting. The Management
Company, including its consolidated subsidiaries, provides management, leasing,
development, project management, accounting, legal, marketing and management
information systems services and property damage and general liability insurance
coverage to certain Portfolio Properties. These services, excluding insurance
coverage, are also provided to Melvin Simon & Associates, Inc. ("MSA"), and
certain other nonowned properties for a fee. The SPG Operating Partnership
incurred costs of $145,655, $85,229 and $30,949, on consolidated Properties
related to services provided by the Management Company and its affiliates in
1998, 1997 and 1996, respectively. Fees for services provided by the Management
Company to MSA were $3,301, $3,073 and $4,000 for the years ended December 31,
1998, 1997 and 1996, respectively.

       The SPG Operating Partnership manages substantially all Wholly-Owned
Properties and 26 Properties owned as joint venture interests, and, accordingly,
it reimburses a subsidiary of the Management Company for costs incurred relating
to such Properties, including management, leasing, development, accounting,
legal, marketing, and management information systems. Substantially all
employees of the SPG Operating Partnership (other than direct field personnel)
are employed by such Management Company subsidiary. The Management Company
records costs net of amounts reimbursed by the SPG Operating Partnership. Common
costs are allocated based on payroll and related costs using assumptions that
management believes are reasonable. The SPG Operating Partnership's share of
allocated common costs was $42,444, $35,341 and $29,262 for 1998, 1997 and 1996,
respectively.

       At December 31, 1998 and 1997, total notes receivable and advances due
from the Management Company and its consolidated affiliates were $115,378 and
$93,809, respectively. Unpaid interest income receivable from the Management
Company at December 31, 1998 and 1997, was $722 and $485, respectively. Accrued
and unpaid preferred dividends due from the Management Company at December 31,
1998 and 1997 were $117 and $0, respectively. Amounts payable by the SPG
Operating Partnership under the cost-sharing arrangement and management
contracts were $4,968 and $1,725 at December 31, 1998 and 1997, respectively,
and are reflected in accounts payable and accrued expenses in the SPG Operating
Partnership's accompanying Consolidated Balance Sheets.

       Summarized consolidated financial information of the Management Company
and a summary of the SPG Operating Partnership's investment in and share of
income from the Management Company follows.

                                                        December 31,
                                                   -----------------------
BALANCE SHEET DATA:                                   1998         1997
                                                   ----------   ----------
Total assets                                         $198,952     $137,750
Notes payable to the SPG Operating Partnership
  at 11%, due 2008, and advances                      115,378       93,809
Shareholders' equity                                    7,279          482
 
The SPG Operating Partnership's Share of:
  Total assets                                       $184,273     $128,596
                                                   ----------   ----------
  Shareholders' equity                               $ 10,037     $  3,192
                                                   ==========   ==========


                                                For the Year Ended December 31,
                                                ------------------------------
OPERATING DATA:                                   1998       1997       1996
                                                --------   --------   --------
Total revenue                                   $100,349   $ 85,542   $ 78,665
Operating Income                                   8,067     13,766      9,073
                                                --------   --------   --------
Net Income Available for Common Shareholders    $  6,667   $ 12,366   $  7,673
                                                --------   --------   --------
The SPG Operating Partnership's Share of Net
 Income after intercompany profit elimination   $  5,852   $ 10,486   $  5,485
                                                ========   ========   ========

                                       68
<PAGE>
 
9. Indebtedness

       The SPG Operating Partnership's mortgages and other notes payable consist
of the following:

<TABLE>
<CAPTION>
                                                                       December 31,
                                                                 -----------------------
                                                                    1998         1997
                                                                 ----------   ----------
Fixed-Rate Debt
---------------
 <S>                                                              <C>          <C>       
Mortgages and other notes, including $1,917 and
 $888 net premiums, respectively                                 $2,290,902   $2,006,552

Unsecured public notes, including $7,278 net premium
 and $4,453 net discount, respectively                            2,617,277      905,547


Mandatory Par Put Remarketed Securities, including
 $5,273 premium                                                     205,273         --

Medium-term notes, net of $714 and $771 discounts,
 respectively                                                       279,286      279,229

Commercial mortgage pass-through certificates                       175,000      175,000

6 3/4% Putable Asset Trust Securities, including $1,111 and
 $1,297 premiums, respectively                                      101,111      101,297

                                                                 ----------   ----------
Total fixed-rate debt                                             5,668,849    3,467,625

Variable-Rate Debt
------------------

Mortgages and other notes, including $1,275 and $696 premiums,
 respectively                                                    $  352,532   $  451,820

Credit Facility                                                     368,000      952,000

Merger Facility                                                   1,400,000         --

Unsecured term loans                                                133,000      133,000

Commercial mortgage pass-through certificates                        50,000       50,000

Construction loan                                                      --         23,545
                                                                 ----------   ----------


Total variable-rate debt                                          2,303,532    1,610,365


                                                                 ----------   ----------
Total mortgages and other notes payable, net                     $7,972,381   $5,077,990
                                                                 ==========   ==========
</TABLE>

              Fixed-Rate Debt

       Mortgages and Other Notes. The fixed-rate mortgage loans bear interest
ranging from 6.57% to 10.00% (weighted average of 7.55% at December 31, 1998),
require monthly payments of principal and/or interest and have various due dates
through 2027 (average maturity of 5.9 years). Certain of the Properties are
pledged as collateral to secure the related mortgage note. The fixed and
variable mortgage notes are nonrecourse and certain ones have partial guarantees
by affiliates of approximately $706,042. Certain of the Properties are
cross-defaulted and cross- collateralized as part of a group of properties.
Under certain of the cross- default provisions, a default under any mortgage
included in the cross-defaulted package may constitute a default under all such
mortgages and may lead to acceleration of the indebtedness due on each Property
within the collateral package. Certain of the Properties are subject to
financial performance covenants relating to debt-to-market capitalization,
minimum earnings before interest, taxes, depreciation and amortization
("EBITDA") ratios and minimum equity values.

       Unsecured Notes and Mandatory Par Put Remarketed Securities . In
connection with the CPI Merger, RPT, a REIT and the 99.999% owned subsidiary of
the SPG Operating Partnership, took title to substantially all of the CPI assets
and assumed $825,000 of unsecured notes (the "CPI Notes"), as described in Note
3. The CPI Notes are structurally senior in right of payment to holders of other
SPG Operating Partnership unsecured notes to the extent of the assets and
related cash flow of RPT only, with over 99.999% of the excess cash flow plus
any capital event transactions available for the other SPG Operating Partnership
unsecured notes. The CPI Notes pay interest semiannually at rates ranging from
7.05% to 9.00% (weighted average of 8.03%), and have various due dates through
2016 (average maturity of 9.1 years). The CPI Notes contain leverage ratios,
annual real property appraisal requirements, debt service coverage ratios and
minimum net worth ratios.

       The CPI Notes together with existing SPG Operating Partnership
nonconvertible investment-grade unsecured debt securities aggregate $2,617,277
(the "Notes"). In addition, the SPG Operating Partnership has outstanding
$205,273 of 7.00%

                                       69
<PAGE>
 
Mandatory Par Put Remarketed Securities ("MOPPRS") at December 31, 1998. The
Notes pay interest semiannually at rates ranging from 6.63% to 9.0% (weighted
average of 7.25%), and have various due dates through 2018 (average maturity of
8.3 years). The MOPPRS are due June 15, 2028, and are subject to redemption on
June 16, 2008. The premium received relating to the MOPPRS of approximately
$5,302 is being amortized over the life of the debt securities. The MOPPRS and
certain of the Notes are guaranteed by the SPG Operating Partnership and contain
leverage ratios and minimum EBITDA and unencumbered EBITDA ratios.

       Additionally, on February 4, 1999, the SPG Operating Partnership
completed the sale of another $600,000 of senior unsecured notes. These notes
include two $300,000 tranches. The first tranche bears interest at 6.75% and
matures on February 4, 2004 and the second tranche bears interest at 7.125% and
matures on February 4, 2009. The SPG Operating Partnership used the net proceeds
of approximately $594,000 to retire the $450,000 initial tranche of the Merger
Facility and to pay $142,000 on the outstanding balance of the Credit Facility.

       Medium-Term Notes. On May 15, 1997, the SPG Operating Partnership
established a Medium-Term Note ("MTN") program. On June 24, 1997, the SPG
Operating Partnership completed the sale of $100,000 of notes under the MTN
program, which bear interest at 7.125% and have a stated maturity of June 24,
2005. On September 10, 1997, the SPG Operating Partnership issued the remaining
$180,000 principal amount of notes under its MTN program. These notes mature on
September 20, 2007 and bear interest at 7.125% per annum. The net proceeds from
each of these sales were used primarily to pay down the Credit Facility.

       Commercial Mortgage Pass-Through Certificates. The SPG Operating
Partnership has outstanding a series of six classes of commercial mortgage pass-
through certificates cross-collateralized by seven Properties, which matures on
December 19, 2004. Five of the six classes totaling $175,000 bear fixed interest
rates ranging from 6.716% to 8.233%, with the remaining $50,000 class bearing
interest at LIBOR plus 0.365%.

       6 3/4% Putable Asset Trust Securities (PATS). The PATS, issued December
1996, pay interest semiannually at 6.75% and mature in 2003. These notes contain
leverage ratios and minimum EBITDA and unencumbered EBITDA ratios. The net
discount relating to the PATS is being amortized over their remaining life.

              Variable-Rate Debt

       Mortgages and Other Notes. The variable-rate mortgage loans and other
notes bear interest ranging from 5.61% to 7.74% (weighted average of 6.39% at
December 31, 1998) and are due at various dates through 2004 (average maturity
of 3.3 years). Certain of the Properties are subject to collateral,
cross-default and cross-collateral agreements, participation agreements or other
covenants relating to debt-to-market capitalization, minimum EBITDA ratios and
minimum equity values.

       Credit Facility. The Credit Facility is a $1,250,000 unsecured revolving
credit facility which initially matures in September of 1999, with a one-year
extension available at the SPG Operating Partnership's option. The Credit
Facility bears interest at LIBOR plus 65 basis points, with an additional 15
basis point facility fee on the entire $1,250,000. The maximum and average
amounts outstanding during 1998 under the Credit Facility were $992,000 and
$583,668, respectively. The Credit Facility is primarily used for funding
acquisition, renovation and expansion and predevelopment opportunities. At
December 31, 1998, the Credit Facility had an effective interest rate of 6.2%,
with $880,800 available after outstanding borrowings and letters of credit. The
Credit Facility contains financial covenants relating to a capitalization value,
minimum EBITDA and unencumbered EBITDA ratios and minimum equity values.

       The Merger Facility. In conjunction with the CPI Merger, the SPG
Operating Partnership and SPG, as co-borrowers, closed a $1,400,000 medium term
unsecured bridge loan (the "Merger Facility"). The Merger Facility bears
interest at a base rate of LIBOR plus 65 basis points and will mature at the
following intervals (i) $450,000 on June 24, 1999 (ii) $450,000 on March 24,
2000 and (iii) $500,000 on September 24, 2000. As described above, in February
1999 the initial $450,000 maturity on the Merger Facility was retired with
proceeds from a $600,000 unsecured debt offering. The Merger Facility is subject
to covenants and conditions substantially identical to those of the Credit
Facility. The SPG Operating Partnership drew the entire $1,400,000 available on
the Merger Facility along with $237,000 on the Credit Facility to pay for the
cash portion of the dividend declared in conjunction with the CPI Merger, as
well as certain other costs associated with the CPI Merger. Financing costs of
$9,456, which were incurred to obtain the Merger Facility, are being amortized
over 18 months.

                                       70
<PAGE>
 
       Unsecured Term Loans. The SPG Operating Partnership has two unsecured
term loans outstanding at December 31, 1998, totaling $133,000, which were
obtained to retire mortgage indebtedness. These term loans bear interest at
LIBOR plus 0.65% and mature on January 31, 2000. The SPG Operating Partnership
has an interest-rate protection agreement covering one of these term loans in
the amount of $63,000, which effectively fixes the interest rate at 6.14%.

              Debt Maturity and Other

       As of December 31, 1998, scheduled principal repayments on indebtedness
were as follows:

             1999                                          $1,030,354
             2000                                           1,464,646
             2001                                             259,391
             2002                                             835,067
             2003                                             722,514
             Thereafter                                     3,644,269
                                                      ---------------
 
             Total principal maturities                     7,956,241
             Net unamortized debt premiums                     16,140
                                                      ---------------
             Total mortgages and other notes payable       $7,972,381
                                                      ===============

       Debt premiums and discounts are being amortized over the terms of the
related debt instruments. Certain mortgages and notes payable may be prepaid but
are generally subject to a prepayment of a yield-maintenance premium.

       Net extraordinary gains (losses) resulting from the early extinguishment,
refinancing or forgiveness of debt of $7,146, $58 and $(3,521) were incurred for
the years ended December 31, 1998, 1997 and 1996, respectively.

       The Joint Venture Properties have $2,861,589 and $1,888,512 of mortgages
and other notes payable at December 31, 1998 and 1997, respectively. The SPG
Operating Partnership's share of this debt was $1,227,044 and $770,776 at
December 31, 1998 and 1997, respectively. This debt, including a premium of
$20,868 in 1998, becomes due in installments over various terms extending
through 2009, with interest rates ranging from 5.44% to 9.75% (weighted average
rate of 6.99% at December 31, 1998). The debt, excluding the $20,868 premium,
matures $17,270 in 1999; $220,961 in 2000; $9,622 in 2001; $265,603 in 2002;
$435,298 in 2003 and $1,891,967 thereafter.

              Interest Rate Protection Agreements

       The SPG Operating Partnership has entered into certain interest rate
protection agreements, in the form of "cap" or "swap" arrangements, with respect
to the majority of its variable-rate mortgages and other notes payable. Swap
arrangements, which effectively fix the SPG Operating Partnership's interest
rate on the respective borrowings, have been entered into for $550,000 principal
amount of consolidated debt. Cap arrangements, which effectively limit the
amount by which variable interest rates may rise, have been entered into for
$387,999 principal amount of consolidated debt and cap LIBOR at rates ranging
from 5.49% to 16.765% through the related debt's maturity. Costs of the caps
($1,338) are amortized over the life of the agreements. The unamortized balance
of the cap arrangements was $429 and $2,006 as of December 31, 1998 and 1997,
respectively. The SPG Operating Partnership's hedging activity as a result of
interest swaps and caps resulted in net interest savings of $263, $1,586 and
$2,165 for the years ended December 31, 1998, 1997 and 1996, respectively. This
did not materially impact the SPG Operating Partnership's weighted average
borrowing rate.

              Fair Value of Financial Instruments

       The carrying value of variable-rate mortgages and other loans represents
their fair values. The fair value of fixed-rate mortgages and other notes
payable was approximately $6,100,000 and $3,900,000 at December 31, 1998 and
1997, respectively. The fair value of the interest rate protection agreements at
December 31, 1998 and 1997, was ($7,213) and ($692), respectively. At December
31, 1998 and 1997, the estimated discount rates were 6.70% and 6.66%,
respectively.

                                       71
<PAGE>
 
10. Rentals under Operating Leases

       The SPG Operating Partnership receives rental income from the leasing of
retail and mixed-use space under operating leases. Future minimum rentals to be
received under noncancelable operating leases for each of the next five years
and thereafter, excluding tenant reimbursements of operating expenses and
percentage rent based on tenant sales volume, as of December 31, 1998, are as
follows:

                  1999                            $  910,451
                  2000                               819,907
                  2001                               756,743
                  2002                               696,153
                  2003                               618,304
                  Thereafter                       2,242,104
                                              --------------

                                                  $6,043,662
                                              ==============

       Approximately 2.8% of future minimum rents to be received are
attributable to leases with JCPenney Company, Inc., an affiliate of a limited
partner in the SPG Operating Partnership.

11. Partners Equity

              Unit Issuances

       During 1998, SPG issued 2,957,335 shares of its common stock in offerings
generating combined net proceeds of approximately $91,399. The net proceeds were
contributed to the SPG Operating Partnership in exchange for a like number of
Units. The SPG Operating Partnership used the net proceeds for general working
capital purposes.

       On November 11, 1997, SPG issued 3,809,523 shares of its common stock
upon the conversion of all of the outstanding shares of SPG's 8.125% Series A
Preferred Stock, $.0001 par value per share.

       On September 19, 1997, SPG issued 4,500,000 shares of its common stock in
a public offering. SPG contributed the net proceeds of approximately $146,800 to
the SPG Operating Partnership in exchange for an equal number of Units. The SPG
Operating Partnership used the net proceeds to retire a portion of the
outstanding balance on the Credit Facility.

       As described in Note 4, in connection with the DRC Merger on August 9,
1996, the SPG Operating Partnership issued 37,877,965 Units to its non-managing
general partner and 23,219,012 Units to limited partners.

              Preferred Units

       Preferred Units in the SPG Operating Partnership include four separate
series, which pay preferred distributions with economic terms that are
substantially the same as four series of preferred stock of general partners of
the SPG Operating Partnership described below. The first two series of preferred
Units were issued to SPG Properties, Inc. prior to the CPI Merger, in exchange
for the net proceeds from the sales of two series of preferred stock in SPG
Properties, Inc. The latter two series of preferred Units described below result
from the CPI Merger, described in Note 3.

       On July 9, 1997, SPG Properties, Inc. sold 3,000,000 shares of its 7.89%
Series C Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C
Preferred Shares") in a public offering at $50.00 per share. Beginning October
1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the
Series C Preferred Shares prior to October 1, 2012. The Series C Preferred
Shares are not redeemable prior to September 30, 2007. Beginning September 30,
2007, the Series C Preferred Shares may be redeemed at the option of SPG
Properties, Inc. in whole or in part, at a redemption price of $50.00 per share,
plus accrued and unpaid distributions, if any, thereon. The redemption price of
the Series C Preferred Shares may only be paid from the sale proceeds of other
capital stock of SPG Properties, Inc., which may include other classes or series
of preferred stock. Additionally, the Series C Preferred Shares have no stated
maturity and are not subject to any mandatory redemption provisions, nor are
they convertible into any other securities of SPG Properties, Inc. SPG
Properties, Inc. contributed the net proceeds of this offering of approximately
$146,000 to the SPG Operating Partnership in exchange for preferred Units, the
economic terms of which are substantially identical to the Series C Preferred
Shares.

       On September 27, 1996, SPG Properties, Inc. completed a $200,000 public
offering of 8,000,000 shares of Series B cumulative redeemable preferred stock,
generating net proceeds of approximately $193,000. Dividends on the preferred
stock are paid quarterly in arrears at 8.75% per annum. SPG Properties, Inc. may
redeem the preferred stock any time on or after

                                       72
<PAGE>
 
September 29, 2006, at a redemption price of $25.00 per share, plus accrued and
unpaid dividends. The redemption price (other than the portion thereof
consisting of accrued and unpaid dividends) is payable solely out of the sale
proceeds of other capital shares of SPG Properties, Inc., which may include
other series of preferred shares. SPG Properties, Inc. contributed the proceeds
to the SPG Operating Partnership in exchange for preferred Units. The SPG
Operating Partnership pays a preferred distribution to SPG Properties, Inc.
equal to the dividends paid on the preferred stock.

       SPG has 209,249 shares of 6.50% Series A Convertible Preferred Stock
outstanding. Each share of Series A Convertible Preferred Stock is convertible
into 37.995 paired shares of common stock of the Companies, subject to
adjustment under certain circumstances including (i) a subdivision or
combination of shares of common stock of the Companies, (ii) a declaration of a
distribution of additional shares of common stock of the Companies, issuances of
rights or warrants by the Companies and (iii) any consolidation or merger, which
the Companies are a part of or a sale or conveyance of all or substantially all
of the assets of the Companies to another person or any statutory exchange of
securities with another person. The Series A Convertible Preferred Stock is not
redeemable, except as needed to maintain or bring the direct or indirect
ownership of the capital stock of SPG into conformity with REIT requirements.

       In addition, SPG has 4,844,331 shares of 6.50% Series B Convertible
Preferred Stock outstanding. Each share of Series B Convertible Preferred Stock
is convertible into 2.586 paired shares of common stock of the Companies,
subject to adjustment under circumstances identical to those of the Series A
Preferred Stock described above. The Companies may redeem the Series B Preferred
Stock on or after September 24, 2003 at a price beginning at 105% of the
liquidation preference plus accrued dividends and declining to 100% of the
liquidation preference plus accrued dividends any time on or after September 24,
2008.

              Notes Receivable from Former CPI Shareholders

       Notes receivable of $27,168 from former CPI shareholders, which result
from securities issued under CPI's executive compensation program and were
assumed in connection with the CPI Merger, are reflected as a deduction from
partners' equity in the accompanying consolidated financial statements. Certain
of such notes totaling $9,519 are interest bearing at rates ranging from 5.31%
to 6.00% and become due during the period 2000 to 2002. The remainder of the
notes do not bear interest and become due at the time the underlying shares are
sold.

              The Simon Property Group 1998 Stock Incentive Plan

       At the time of the CPI Merger, SPG and the SPG Operating Partnership
adopted 'The Simon Property Group 1998 Stock Incentive Plan' (the "1998 Plan").
The 1998 Plan provides for the grant of equity-based awards during the ten-year
period following its adoption, in the form of options to purchase paired shares
of the Companies' common stock ("Options"), stock appreciation rights ("SARs"),
restricted stock grants and performance unit awards (collectively, "Awards").
Options may be granted which are qualified as "incentive stock options" within
the meaning of Section 422 of the Code and Options which are not so qualified.

       The primary purpose of the 1998 Plan is to attract and retain the best
available eligible officers, directors, key employees, advisors and consultants.
The Companies have reserved for issuance 6,300,000 paired shares of common stock
under the 1998 Plan, which includes 2,230,875 shares reserved for the exercise
of options granted and grants of restricted stock allocated under the previously
existing Stock Incentive Program and DRC Plan, which are described below. If
stock options granted in connection with the 1998 Plan are exercised at any time
or from time to time, the partnership agreement requires the Companies to sell
to the Operating Partnerships, at fair market value, paired shares of the
Companies' common stock sufficient to satisfy the exercised stock options. The
Companies are also obligated to purchase paired Units for cash in an amount
equal to the fair market value of the paired shares sold to the SPG Operating
Partnership.

       Administration. The 1998 Plan is administered by SPG's Compensation
Committee (the "Committee"). The Committee, in its sole discretion, determines
which eligible individuals may participate and the type, extent and terms of the
Awards to be granted to them. In addition, the Committee interprets the 1998
Plan and makes all other determinations deemed advisable for the administration
of the 1998 Plan. Options granted to employees ("Employee Options") become
exercisable over the period determined by the Committee. The exercise price of
an Employee Option may not be less than the fair market value of the shares of
the common stock on the date of grant. Currently, Employee Options outstanding
vest 40% on the first anniversary of the date of grant, an additional 30% on the
second anniversary of the grant date and become fully vested three years after
the grant date. The Employee Options expire ten years from the date of grant.

       Director Options. The 1998 Plan provides for automatic grants of Options
("Director Options") to directors of the Companies who are not also employees of
the SPG Operating Partnership or its "affiliates" ("Eligible Directors"). Under
the 1998 Plan, each Eligible Director is automatically granted Director Options
to purchase 5,000 shares of the Companies'

                                       73
<PAGE>
 
common stock upon the director's initial election to the Board of Directors.
Eligible Directors will also receive Director Options to purchase 3,000 shares
of common stock multiplied by the number of calendar years that have elapsed
since such person's last election to the Board of Directors upon each reelection
of the Eligible Director to the Board of Directors. The exercise price of the
options is equal to 100% of the fair market value of the Companies' common stock
on the date of grant. Director Options become vested and exercisable on the
first anniversary of the date of grant or at such earlier time as a "change in
control" of the Companies (as defined in the 1998 Plan). Director Options will
terminate 30 days after the optionee ceases to be a member of the Board of
Directors.

       Restricted Stock. In October 1994, under a previous stock incentive
program, the Compensation Committee approved a five-year stock incentive program
(the "Stock Incentive Program"), under which shares of restricted common stock
of SPG were granted to certain employees at no cost to those employees if SPG
attained certain growth targets established by the Compensation Committee from
time to time. In addition, in 1994, DRC established a five-year stock incentive
program (the "DRC Plan") under which shares of restricted common stock were
granted to certain DRC employees at no cost to those employees also based upon
growth targets established by their Compensation Committee. At the time of the
DRC Merger, SPG agreed to assume the terms and conditions of the DRC Plan and
the economic criteria upon which restricted stock under both the Stock Incentive
Program and the DRC Plan would be deemed earned and awarded were aligned with
one another. Further, other terms and conditions of the DRC Plan and Stock
Incentive Program were modified so that beginning with calendar year 1996, the
terms and conditions of these two programs are substantially the same. Both the
Stock Incentive Program and the DRC Plan provided for a percentage of each of
these restricted stock grants to be earned and awarded each year. Any restricted
stock earned and awarded vests in four installments of 25% each on January 1 of
each year following the year in which the restricted stock is deemed earned and
awarded.

       The terms and conditions concerning vesting of the restricted stock grant
to the Companies' President and Chief Operating Officer are different from those
established by the DRC Plan and are specifically set forth in the employment
contract with such individual.

       In March 1995, an aggregate of 1,000,000 shares of restricted stock was
granted to 50 executives, subject to the performance standards, vesting
requirements and other terms of the Stock Incentive Program. Prior to the DRC
Merger, 2,108,000 shares of DRC common stock were deemed available for grant to
certain designated employees of DRC, also subject to certain performance
standards, vesting requirements and other terms of the DRC Plan. During 1998,
1997 and 1996, a total of 495,131; 448,753 and 200,030 shares of common stock,
respectively, net of forfeitures, were deemed earned and awarded under the Stock
Incentive Program and the DRC Plan. Through December 31, 1998, a total of
1,287,225 shares of common stock, net of forfeitures, were deemed earned and
awarded under these programs. Approximately $9,463, $5,386 and $2,084 relating
to these programs were amortized in 1998, 1997 and 1996, respectively. The cost
of restricted stock grants, which is based upon the stock's fair market value at
the time such stock is earned, awarded and issued, is charged to partners'
equity and subsequently amortized against earnings of the SPG Operating
Partnership over the vesting period.

       SFAS No. 123, "Accounting for Stock-Based Compensation," requires
entities to measure compensation costs related to awards of stock-based
compensation using either the fair value method or the intrinsic value method.
Under the fair value method, compensation expense is measured at the grant date
based on the fair value of the award. Under the intrinsic value method,
compensation expense is equal to the excess, if any, of the quoted market price
of the stock at the grant date over the amount the employee must pay to acquire
the stock. Entities electing to measure compensation costs using the intrinsic
value method must make pro forma disclosures of net income and earnings per
share as if the fair value method had been applied. SPG has elected to account
for stock-based compensation programs using the intrinsic value method
consistent with existing accounting policies. SPG granted 5,000 and 380,000
options during April 1998 and September 1998, respectively. The options vest
over a three-year period. The fair value at date of grant for options granted
during 1998 was $6.19 and $7.25 per option for the April and September grants,
respectively. The fair value at the date of grant for options granted during the
years ended December 31, 1997 and 1996 was $3.18 and $2.13 per option,
respectively. The impact on pro forma net income and earnings per share as a
result of applying the fair value method was not material.

       The fair value of the options at the date of grant was estimated using
the Black-Scholes option pricing model with the following assumptions:

                                               December 31,
                             ------------------------------------------------
                                  1998              1997            1996
                             --------------    --------------   -------------
Expected Volatility          30.83 - 41.79%           17.63%          17.48%
Risk-Free Interest Rate         4.64  5.68%            6.82%           6.63%
Dividend Yield                 6.24 - 6.52%             6.9%            7.5%
Expected Life                     10 years         10 years        10 years

                                       74
<PAGE>
 
       The weighted average remaining contract life for options outstanding as
of December 31, 1998 was 6.1 years.

       Information relating to the Options from January 1, 1996 through December
31, 1998 is as follows:

<TABLE>
<CAPTION>
                                                Director Options               Employee Options
                                           ---------------------------   -----------------------------
                                                        Option Price                     Option Price
                                            Options      per Share           Options       per Share
                                           --------   ----------------   -----------    --------------
<S>                                        <C>        <C>                <C>            <C>      
Shares under option at December 31, 1995     55,000     $22.25 - 27.00     2,014,134    $22.25 - 25.25
                                           --------   ----------------   -----------    --------------
 
Granted                                      44,080           23.50 (1)           --               N/A
 
Exercised                                    (5,000)             22.25      (367,151)         23.33 (1)
 
Forfeited                                    (9,000)          25.52 (1)      (24,000)         24.21 (1)
 
                                           --------   ----------------   -----------    --------------
Shares under option at December 31, 1996     85,080     $   15 - 27.38     1,622,983    $22.25 - 25.25
                                           --------   ----------------   -----------    --------------
 
Granted                                       9,000              29.31            --               N/A
 
Exercised                                    (8,000)          23.62 (1)     (361,902)         23.29 (1)
 
Forfeited                                        --                N/A       (13,484)         23.99 (1)
 
                                           --------   ----------------   -----------    --------------
Shares under option at December 31, 1997     86,080     $   15 - 27.38     1,247,597    $22.25 - 25.25
                                           --------   ----------------   -----------    --------------
 
Granted                                          --                N/A       385,000          30.40 (1)
 
CPI Options Acquired                             --                N/A       304,210          25.48 (1)
 
Exercised                                    (8,000)          26.27 (1)      (38,149)         23.71 (1)
 
Forfeited                                    (3,000)             29.31        (4,750)            25.25
 
                                           ========   ================   ===========    ==============
Shares under option at December 31, 1998     75,080     $     24.11 (1)    1,893,908    $     24.82 (1)
                                           ========   ================   ===========    ==============
Options exercisable at December 31, 1998     75,080     $     24.11 (1)    1,508,908    $     23.39 (1)
                                           ========   ================   ===========    ==============
</TABLE>

(1) Represents the weighted average price.

              Exchange Rights

       The former limited partners in Old SPG, LP had the right at any time
after December 1994 to exchange all or any portion of their Units for shares of
common stock of Old SPG on a one-for-one basis or cash, as selected by Old SPG's
Board of Directors. If Old SPG had selected to use cash, Old SPG would have
caused Old SPG, LP to redeem the Units. The amount of cash to be paid if the
exchange right was exercised and the cash option was selected would have been
based on the trading price of Old SPG's common stock at that time. In the
periods when the SPG Operating Partnership did not control whether cash would be
used to settle the limited partners' exchange rights, the limited partners'
equity interest was excluded from partners' equity and was reflected in the
consolidated balance sheet at redemption value.

       In connection with the DRC Merger, the SPG Operating Partnership
agreement was amended eliminating the exchange right provision. However, the
limited partners in Old SPG, LP exchanged their interest for Units in the SPG
Operating Partnership. The SPG Operating Partnership extended rights to its
limited partners similar to the rights previously held by the limited partners
of Old SPG, LP. However, on November 13, 1996, an agreement was reached between
Old SPG and the SPG Operating Partnership which restricted Old SPG's ability to
cause the SPG Operating Partnership to redeem for cash the limited partners'
Units without contributing cash to the SPG Operating Partnership as partners'
equity sufficient to effect the redemption. If sufficient cash is not
contributed, Old SPG will be deemed to have elected to acquire the limited
partners' Units for shares of Old SPG's common stock. In connection with the CPI
Merger, SPG became the successor to Old SPG in such agreement. As a result of
these arrangements, the limited partners' equity interest in the SPG Operating
Partnership has been included as partners' equity at historical carrying value.
Previous adjustments to exclude limited partners' equity interest from partners'
equity have been reversed.

       The SPG Operating Partnership has the right to issue Units and Preferred
Units under certain circumstances. As of December 31, 1998, SPG has reserved
64,182,157 shares of common stock for issuance upon the exchange of Units.

                                       75
<PAGE>
 
12. Employee Benefit Plans

       The SPG Operating Partnership maintains a tax-qualified retirement 401(k)
savings plan. Under the plan, eligible employees can participate in a cash or
deferred arrangement permitting them to defer up to a maximum of 12% of their
compensation, subject to certain limitations. Participants' salary deferrals are
matched at specified percentages, and the plan provides annual contributions of
3% of eligible employees' compensation. The SPG Operating Partnership
contributed $2,581, $2,727 and $2,350 to the plans in 1998, 1997 and 1996,
respectively.

       Except for the 401(k) plan, the SPG Operating Partnership offers no other
postretirement or postemployment benefits to its employees.

13. Commitments and Contingencies

              Litigation

       Richard E. Jacobs, et al. v. Simon DeBartolo Group, L.P. On September 3,
1998, a complaint was filed in the Court of Common Pleas in Cuyahoga County,
Ohio, captioned Richard E. Jacobs, et al. v. Simon DeBartolo Group, L.P. The
plaintiffs are all principals or affiliates of The Richard E. Jacobs Group, Inc.
("Jacobs"). The plaintiffs allege in their complaint that the SPG Operating
Partnership engaged in malicious prosecution, abuse of process, defamation,
libel, injurious falsehood/unlawful disparagement, deceptive trade practices
under Ohio law, tortious interference and unfair competition in connection with
the SPG Operating Partnership's acquisition by tender offer of shares in RPT, a
Massachusetts business trust, and certain litigation instituted in September,
1997, by the SPG Operating Partnership against Jacobs in federal district court
in New York, wherein the SPG Operating Partnership alleged that Jacobs and other
parties had engaged, or were engaging in activity which violated Section 10(b)
of the Securities Exchange Act of 1934, as well as certain rules promulgated
thereunder. Plaintiffs in the Ohio action are seeking compensatory damages in
excess of $200,000, punitive damages and reimbursement for fees and expenses. It
is difficult to predict the ultimate outcome of this action and there can be no
assurance that the SPG Operating Partnership will receive a favorable verdict.
Based upon the information known at this time, in the opinion of management, it
is not expected that this action will have a material adverse effect on the SPG
Operating Partnership.

       Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. On October 16,
1996, a complaint was filed in the Court of Common Pleas of Mahoning County,
Ohio, captioned Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The
named defendants are SD Property Group, Inc., a indirect 99%-owned subsidiary of
SPG, and DeBartolo Properties Management, Inc., a subsidiary of the Management
Company, and the plaintiffs are 27 former employees of the defendants. In the
complaint, the plaintiffs alleged that they were recipients of deferred stock
grants under the DRC Plan and that these grants immediately vested under the DRC
Plan's "change in control" provision as a result of the DRC Merger. Plaintiffs
asserted that the defendants' refusal to issue them approximately 661,000 shares
of DRC common stock, which is equivalent to approximately 450,000 paired shares
of common stock of the Companies computed at the 0.68 exchange ratio used in the
DRC Merger, constituted a breach of contract and a breach of the implied
covenant of good faith and fair dealing under Ohio law. Plaintiffs sought
damages equal to such number of shares of DRC common stock, or cash in lieu
thereof, equal to all deferred stock ever granted to them under the DRC Plan,
dividends on such stock from the time of the grants, compensatory damages for
breach of the implied covenant of good faith and fair dealing, and punitive
damages. The complaint was served on the defendants on October 28, 1996. The
plaintiffs and SPG each filed motions for summary judgment. On October 31, 1997,
the Court entered a judgment in favor of SPG granting SPG's motion for summary
judgment. The plaintiffs have appealed this judgment and the matter is pending.
While it is difficult to predict the ultimate outcome of this action, based on
the information known to date, it is not expected that this action will have a
material adverse effect on SPG or the SPG Operating Partnership.

       Roel Vento et al v. Tom Taylor et al. An affiliate of SPG is a defendant
in litigation entitled Roel Vento et al v. Tom Taylor et al., in the District
Court of Cameron County, Texas, in which a judgment in the amount of $7,800 has
been entered against all defendants. This judgment includes approximately $6,500
of punitive damages and is based upon a jury's findings on four separate
theories of liability including fraud, intentional infliction of emotional
distress, tortious interference with contract and civil conspiracy arising out
of the sale of a business operating under a temporary license agreement at Valle
Vista Mall in Harlingen, Texas. SPG is seeking to overturn the award and has
appealed the verdict. SPG's appeal is pending. Although management is optimistic
that SPG may be able to reverse or reduce the verdict, there can be no assurance
thereof. Management, based upon the advice of counsel, believes that the
ultimate outcome of this action will not have a material adverse effect on SPG
or the SPG Operating Partnership.

       The SPG Operating Partnership currently is not subject to any other
material litigation other than routine litigation and administrative proceedings
arising in the ordinary course of business. On the basis of consultation with
counsel,

                                       76
<PAGE>
 
management believes that these items will not have a material adverse impact on
the SPG Operating Partnership's financial position or results of operations.

              Lease Commitments

       As of December 31, 1998, a total of 37 of the Wholly-Owned and Minority
Interest Properties are subject to ground leases. The termination dates of these
ground leases range from 1999 to 2087. These ground leases generally require
payments by the SPG Operating Partnership of a fixed annual rent, or a fixed
annual rent plus a participating percentage over a base rate. Ground lease
expense incurred by the SPG Operating Partnership for the years ended December
31, 1998, 1997 and 1996, was $13,618, $10,511 and $8,506, respectively.

       Future minimum lease payments due under such ground leases for each of
the next five years ending December 31 and thereafter are as follows:

              1999                              $  7,871
              2000                                 7,934
              2001                                 8,033
              2002                                 8,313
              2003                                 8,320
              Thereafter                         499,664
                                           -------------
 
                                                $540,135
                                           =============

              Environmental Matters

       Nearly all of the Properties have been subjected to Phase I or similar
environmental audits. Such audits have not revealed nor is management aware of
any environmental liability that management believes would have a material
adverse impact on the SPG Operating Partnership's financial position or results
of operations. Management is unaware of any instances in which it would incur
significant environmental costs if any or all Properties were sold, disposed of
or abandoned.

14. Related Party Transactions

       In preparation for the CPI Merger, on July 31, 1998, CPI, with assistance
from the SPG Operating Partnership, completed the sale of the General Motors
Building in New York, New York for approximately $800,000. The SPG Operating
Partnership and certain third parties each received a $2,500 fee from CPI in
connection with the sale.

15. New Accounting Pronouncement

       On June 15, 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.
The Statement establishes accounting and reporting standards requiring that
every derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. The Statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting.

       Statement 133 will be effective for the SPG Operating Partnership
beginning with the 1999 fiscal year and may not be applied retroactively.
Management does not expect the impact of Statement 133 to be material to the
financial statements. However, the Statement could increase volatility in
earnings and other comprehensive income.

       On April 3, 1998 the Accounting Standards Executive Committee issued
Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of Start-Up
Activities, which is effective for fiscal years beginning after December 15,
1998. SOP 98-5 states that costs of start-up activities, including organization
costs, should be expensed as incurred. Management does not expect the impact of
SOP 98-5 to be material to the financial statements.

                                       77
<PAGE>
 
16. Quarterly Financial Data (Unaudited)

       Summarized quarterly 1998 and 1997 data is as follows:

<TABLE>
<CAPTION>
                                          First         Second          Third         Fourth          Annual
                                         Quarter        Quarter        Quarter        Quarter         Amount
                                      ------------   ------------   ------------   ------------   ---------------
<S>                                   <C>            <C>            <C>            <C>            <C>            
1998
--------------------
Total revenue                         $    300,257   $    310,375   $    321,987   $    467,570   $     1,400,189
Operating income                           133,667        145,226        147,326        213,790           640,009
Income before extraordinary items           45,124         43,514         52,635         91,983           233,256
Net income available to Unitholders
                                            37,790         43,204         44,539         73,398           198,931
Net income before extraordinary
 items per Unit (2)                   $       0.22   $       0.21   $       0.25   $       0.32   $          1.01

Net income per Unit (2)               $       0.22   $       0.25   $       0.25   $       0.33   $          1.05
Weighted Average Units Outstanding
                                       173,084,147    176,098,843    180,987,067    225,670,566       189,082,385
Net income before extraordinary
 items per Unit - assuming
 dilution (2)                         $       0.22   $       0.21   $       0.25   $       0.32   $          1.01


Net income per Unit - assuming
 dilution (2)                         $       0.22   $       0.25   $       0.25   $       0.32   $          1.05

Weighted Average Units Outstanding
 - Assuming Dilution                   173,471,370    176,489,839    181,312,399    225,972,148       189,439,534


                                                                                                             1997

Total revenue                         $    242,414   $    245,055   $    259,783   $    306,915   $     1,054,167
Operating income                           111,706        114,455        117,572        133,297           477,030
Income before extraordinary items           43,062         48,413         54,286         57,372           203,133
Net income available to Unitholders
                                            13,409         40,539         72,400         47,595           173,943
Net income before extraordinary
 items per Unit (2)                           0.23           0.27           0.28           0.29              1.08

Net income per Unit (2)                       0.08           0.26           0.45           0.28              1.08
Weighted Average Units Outstanding
                                       157,946,908    158,494,224    159,795,424    167,760,629       161,022,887
Net income before extraordinary
 items per Unit - assuming
 dilution (2)                                 0.23           0.27           0.28           0.29              1.08


Net income per Unit - assuming
 dilution (2)                         $       0.08   $       0.25           0.45           0.28   $          1.08

Weighted Average Units Outstanding
 - Assuming Dilution                   158,343,827    158,848,611    160,180,477    168,146,728       161,406,951

</TABLE>

(1) Primarily due to the cyclical nature of earnings available for Units and the
issuance of additional Units during the periods, the sum of the quarterly
earnings per Unit varies from the annual earnings per Unit.

17. Subsequent Events (Unaudited)

       On February 25, 1999, the SPG Operating Partnership entered into a
definitive agreement with New England Development Company ("NED") to acquire and
assume management responsibilities for NED's portfolio of up to 14 regional
malls aggregating approximately 10.6 million square feet of GLA. The purchase
price for the portfolio is approximately $1.725 billion. The SPG Operating
Partnership expects to form a joint venture to acquire the portfolio, with the
SPG Operating Partnership's ultimate ownership to be between 30% to 50%.

       On February 26, 1999, 150,000 shares of SPG's Series A Convertible
Preferred stock were converted into 5,699,250 paired shares of common stock of
the Companies, with 59,249 shares of Series A Convertible Preferred stock
remaining outstanding. Concurrently, 150,000 Series A preferred Units were
converted into 5,699,250 Units.

                                       78
<PAGE>
 
                                   SIGNATURES

       Pursuant to the requirements of Section 13 or 15 (d) 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.


                                    SIMON PROPERTY GROUP, L.P.
                                    By: Simon Property Group, Inc.,
                                    Managing General Partner

                                    By  /s/ David Simon
                                        ---------------
                                      David Simon
                                      Chief Executive Officer

March 18, 1999

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                              Capacity                                       Date
---------                              --------                                       ----
 
<S>                              <C>                                              <C> 
/s/ David Simon                  Chief Executive Officer                          March 18, 1999
-----------------------------    and Director (Principal Executive Officer)
David Simon                      Co-Chairman of the Board of Directors
 
/s/ Herbert Simon                                                                 March 18, 1999
-----------------------------
Herbert Simon
 
/s/ Melvin Simon                 Co-Chairman of the Board of Directors            March 18, 1999
-----------------------------
Melvin Simon
 
/s/ Hans C. Mautner              Vice Chairman of the Board of Directors          March 18, 1999
-----------------------------
Hans C. Mautner
 
/s/ Richard Sokolov              President, Chief Operating Officer               March 18, 1999
-----------------------------    and Director
Richard Sokolov              
 
/s/ Robert E. Angelica           Director                                         March 18, 1999
-----------------------------
Robert E. Angelica
 
/s/ Birch Bayh                   Director                                         March 18, 1999
-----------------------------
Birch Bayh
 
/s/ Pieter S. van den Berg       Director                                         March 18, 1999
-----------------------------
Pieter S. van den Berg
 
/s/ G. William Miller            Director                                         March 18, 1999
-----------------------------
G. William Miller
 
/s/ Fredrick W. Petri            Director                                         March 18, 1999
-----------------------------
Fredrick W. Petri
 
/s/ J. Albert Smith              Director                                         March 18, 1999
-----------------------------
J. Albert Smith
 
/s/ Philip J. Ward               Director                                         March 18, 1999
-----------------------------
Philip J. Ward

</TABLE>

                                       79
<PAGE>
 
<TABLE>
<CAPTION>

Signature                              Capacity                                       Date
---------                              --------                                       ----

<S>                              <C>                                              <C> 
/s/ M. Denise DeBartolo York     Director                                         March 18, 1999
-----------------------------
M. Denise DeBartolo York
 
/s/ John Dahl                    Senior Vice President                            March 18, 1999
-----------------------------    (Principal Accounting Officer)
John Dahl                    
 
Principal Financial Officers:
 
/s/ Stephen E. Sterrett          Treasurer                                        March 18, 1999
-----------------------------
Stephen E. Sterrett
 
/s/ James R. Giuliano III        Senior Vice President                            March 18, 1999
-----------------------------
James R. Giuliano III
</TABLE>

                                       80
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                   ON SCHEDULE


To Simon Property Group, Inc.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of SIMON PROPERTY GROUP, L.P. included in this
Form 10-K and have issued our report thereon dated February 17, 1999. Our audit
was made for the purpose of forming an opinion on the basic financial statements
taken as a whole. The schedule, "Schedule III: Real Estate and Accumulated
Depreciation", as of December 31, 1998, is the responsibility of Simon Property
Group, L.P.'s management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.



                                                   ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
February 17, 1999

                                       81
<PAGE>
  
                          SIMON PROPERTY GROUP, L.P.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1998

                                                                    SCHEDULE III
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                                               
                                                                                                        Cost Capitalized       
                                                                     Initial Cost                   Subsequent to Acquisition  
                                                            -------------------------------       -----------------------------
                                                                              Buildings and                       Buildings and
Name, Location                         Encumbrances            Land            Improvements        Land           Improvements 
-------------------------------------  ------------            ----           -------------        ----           -------------
<S>                                   <C>                   <C>                <C>                <C>             <C>          
Regional Malls                                                                                                                
Alton Square, Alton, IL                 $       0           $     154          $     7,641        $     0         $     11,816 
Amigoland Mall, Brownsville, TX                 0               1,045                4,518              0                  954 
Anderson Mall, Anderson, SC                27,500               1,712               18,122          1,363                3,479 
Aurora Mall, Aurora, CO                         0              11,400               55,692              0                  270 
Barton Creek Square, Austin, TX            62,064               4,414               20,699            771               28,741 
Battlefield Mall, Springfield, MO          93,665               4,039               29,769          3,225               35,518 
Bay Park Square, Green Bay, WI             24,848               6,997               25,623              0                  659 
Bergen Mall, Paramus, NJ                        0              11,020               92,541              0                5,730 
Biltmore Square, Asheville, NC             26,681              10,908               19,315              0                1,059 
Boynton Beach Mall, Boynton Beach, FL           0              33,758               67,710              0                3,203 
Brea Mall, Brea, CA                             0              39,500              209,202              0                  144 
Broadway Square, Tyler, TX                      0              11,470               32,439              0                1,884 
Brunswick Square, East Brunswick, NJ            0               8,436               55,838              0                3,764 
Burlington Mall, Burlington, MA                 0              46,600              303,618              0                   14 
Castleton Square, Indianapolis, IN              0              44,860               80,963              0               25,115 
Charlottesville Fashion Square,                 0                                                                             
     Charlottesville, VA                        0                   0               54,738              0                  928 
Chautauqua Mall, Jamestown, NY                  0               3,257                9,641              0               12,033 
Cheltenham Square, Philadelphia, PA        34,226              14,227               43,799              0                2,173 
Chesapeake Square, Chesapeake, VA          48,164              11,534               70,461              0                  832 
Cielo Vista Mall, El Paso, TX              96,125               1,307               18,512            608               15,836 
College Mall, Bloomington, IN              54,360               1,012               16,245            722               18,551 
Columbia Center, Kennewick, WA             42,326              27,170               58,185              0                5,742 
Cordova Mall, Pensacola, FL                     0              18,800               75,880           (158)                 267 
Cottonwood Mall, Albuquerque, NM                0              13,667               69,173              0                 (151)
Crossroads Mall, Omaha, NE                      0                 884               37,293            409               27,116 
Crystal River Mall, Crystal River, FL      16,000              11,679               14,252              0                2,841 
DeSoto Square, Bradenton, FL               38,880               9,380               52,716              0                2,984 
Eastern Hills Mall, Buffalo, NY                 0              15,444               47,604             12                2,382 
Eastland Mall, Tulsa, OK                   15,000               3,124               24,035            518                6,525 
Edison Mall, Fort Myers, FL                     0              13,618              107,381              0                  962 
Fashion Mall at Keystone at the                                                                                               
     Crossing, Indianapolis, IN            64,194                   0              120,579              0                  106 
Forest Mall, Fond Du Lac, WI               15,550                 728                4,498              0                4,920 
Forest Village Park, Forestville, MD       21,850               1,212                4,625            757                4,071 
Fremont Mall, Fremont, NE                       0                  26                1,280            265                2,678 
Golden Ring Mall, Baltimore, MD            29,750               1,130                8,955            572                8,591 
Great Lakes Mall, Cleveland, OH            61,121              14,607              100,362              0                3,462 
Greenwood Park Mall, Greenwood, IN         97,478               2,607               23,500          5,275               54,216 
Gulf View Square, Port Richey, FL          37,633              13,690               39,997              0                5,160 
Heritage Park, Midwest City, OK                 0                 598                6,213              0                2,240 
Hutchinson Mall, Hutchison, KS             16,023               1,777               18,427              0                2,821 
Independence Center,                                                                                                          
      Independence, MO                          0               5,539               45,822              0               14,913 
Ingram Park Mall, San Antonio, TX          54,955                 820               17,163            169               14,018 
Irving Mall, Irving, TX                         0               6,737               17,479          2,533               22,491 
Jefferson Valley Mall, Yorktown                                                                                               
     Heights, NY                           50,000               4,868               30,304              0                3,816 
Knoxville Center, Knoxville, TN                 0               5,006               22,965          3,712               33,220 
La Plaza, McAllen, TX                      49,475               2,194                9,828              0                4,050 
</TABLE>

<TABLE>
<CAPTION>
                                              Gross Amounts At
                                               Which Carried
                                            At Close of Period
                                      -------------------------------
                                                        Buildings and                          Accumulated     Date of
Name, Location                          Land            Improvements            Total          Depreciation   Construction
-------------------------------------   ----            -------------           -----          ------------   ------------
<S>                                   <C>               <C>                 <C>                <C>            <C>      
Regional Malls                        
Alton Square, Alton, IL               $     154        $     19,457         $    19,611           $2,248      1993 (Note 3)
Amigoland Mall, Brownsville, TX           1,045               5,472               6,517            1,532      1974
Anderson Mall, Anderson, SC               3,075              21,601              24,676            4,505      1972
Aurora Mall, Aurora, CO                  11,400              55,962              67,362              403      1998 (Note 4)
Barton Creek Square, Austin, TX           5,185              49,440              54,625            7,694      1981
Battlefield Mall, Springfield, MO         7,264              65,287              72,551           11,831      1970
Bay Park Square, Green Bay, WI            6,997              26,282              33,279            1,818      1996 (Note 4)
Bergen Mall, Paramus, NJ                 11,020              98,271             109,291            6,320      1996 (Note 4)
Biltmore Square, Asheville, NC           10,908              20,374              31,282            1,489      1996 (Note 4)
Boynton Beach Mall, Boynton Beach, FL    33,758              70,913             104,671            4,842      1996 (Note 4)
Brea Mall, Brea, CA                      39,500             209,346             248,846            1,504      1998 (Note 4)
Broadway Square, Tyler, TX               11,470              34,323              45,793            4,238      1994 (Note 3)
Brunswick Square, East Brunswick, NJ      8,436              59,602              68,038            3,937      1996 (Note 4)
Burlington Mall, Burlington, MA          46,600             303,632             350,232            2,172      1998 (Note 4)
Castleton Square, Indianapolis, IN       44,860             106,078             150,938            5,886      1996 (Note 4)
Charlottesville Fashion Square,       
     Charlottesville, VA                      0              55,666              55,666            2,018      1997 (Note 4)
Chautauqua Mall, Jamestown, NY            3,257              21,674              24,931            1,236      1996 (Note 4)
Cheltenham Square, Philadelphia, PA      14,227              45,972              60,199            3,307      1996 (Note 4)
Chesapeake Square, Chesapeake, VA        11,534              71,293              82,827            4,936      1996 (Note 4)
Cielo Vista Mall, El Paso, TX             1,915              34,348              36,263            8,834      1974
College Mall, Bloomington, IN             1,734              34,796              36,530            8,324      1965
Columbia Center, Kennewick, WA           27,170              63,927              91,097            4,315      1996 (Note 4)
Cordova Mall, Pensacola, FL              18,642              76,147              94,789            2,160      1998 (Note 4)
Cottonwood Mall, Albuquerque, NM         13,667              69,022              82,689            6,586      1996
Crossroads Mall, Omaha, NE                1,293              64,409              65,702            6,555      1994 (Note 3)
Crystal River Mall, Crystal River, FL    11,679              17,093              28,772            1,507      1996 (Note 4)
DeSoto Square, Bradenton, FL              9,380              55,700              65,080            3,875      1996 (Note 4)
Eastern Hills Mall, Buffalo, NY          15,456              49,986              65,442            3,377      1996 (Note 4)
Eastland Mall, Tulsa, OK                  3,642              30,560              34,202            5,481      1986
Edison Mall, Fort Myers, FL              13,618             108,343             121,961            3,889      1997 (Note 4)
Fashion Mall at Keystone at the       
     Crossing, Indianapolis, IN               0             120,685             120,685            3,447      1997 (Note 4)
Forest Mall, Fond Du Lac, WI                728               9,418              10,146            1,823      1973
Forest Village Park, Forestville, MD      1,969               8,696              10,665            2,007      1980
Fremont Mall, Fremont, NE                   291               3,958               4,249              577      1966
Golden Ring Mall, Baltimore, MD           1,702              17,546              19,248            4,569      1974 (Note 3)
Great Lakes Mall, Cleveland, OH          14,607             103,824             118,431            7,216      1996 (Note 4)
Greenwood Park Mall, Greenwood, IN        7,882              77,716              85,598           14,437      1979
Gulf View Square, Port Richey, FL        13,690              45,157              58,847            2,851      1996 (Note 4)
Heritage Park, Midwest City, OK             598               8,453               9,051            2,146      1978
Hutchinson Mall, Hutchison, KS            1,777              21,248              23,025            4,203      1985
Independence Center,                  
      Independence, MO                    5,539              60,735              66,274            5,888      1994 (Note 3)
Ingram Park Mall, San Antonio, TX           989              31,181              32,170            7,549      1979
Irving Mall, Irving, TX                   9,270              39,970              49,240            8,410      1971
Jefferson Valley Mall, Yorktown       
     Heights, NY                          4,868              34,120              38,988            7,124      1983
Knoxville Center, Knoxville, TN           8,718              56,185              64,903            6,526      1984
La Plaza, McAllen, TX                     2,194              13,878              16,072            2,746      1976
</TABLE>

                                      82
<PAGE>
  
                          SIMON PROPERTY GROUP, L.P.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1998

                                                                    SCHEDULE III
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                                               
                                                                                                        Cost Capitalized       
                                                                     Initial Cost                   Subsequent to Acquisition  
                                                            -------------------------------       -----------------------------
                                                                              Buildings and                       Buildings and
Name, Location                         Encumbrances            Land            Improvements        Land           Improvements 
-------------------------------------  ------------            ----           -------------        ----           -------------
<S>                                    <C>                  <C>                <C>                <C>             <C>          
Lafayette Square, Indianapolis, IN              0              25,546               43,294              0                5,987 
Laguna Hills Mall, Laguna Hills, CA             0              28,074               55,689              0                1,472 
Lenox Square, Atlanta, GA                       0              41,900              492,411              0                   21 
Lima Mall, Lima, OH                        18,903               7,910               35,495              0                1,161 
Lincolnwood Town Center,                                                                                                      
     Lincolnwood, IL                            0              11,197               63,490             28                  282 
Livingston Mall, Livingston, NJ                                30,200              105,250              0                    8 
Longview Mall, Longview, TX                27,600                 270                3,602            124                6,586 
Machesney Park Mall, Rockford, IL               0                 614                7,438            120                4,043 
Markland Mall, Kokomo, IN                  10,000                   0                7,568              0                1,531 
Mc Cain Mall, N. Little Rock, AR           43,768                   0                9,515              0                6,605 
Melbourne Square, Melbourne, FL            39,404              20,552               51,110              0                3,700 
Memorial Mall, Sheboygan, WI                    0                 175                4,881              0                  758 
Menlo Park Mall, Edison, NJ                     0              65,684              223,252              0                2,928 
Miami International Mall, Miami, FL        46,483              13,794               69,701          8,942                2,788 
Midland Park Mall, Midland, TX             28,000                 704                9,213              0                5,875 
Miller Hill Mall, Duluth, MN                    0               2,537               18,113              0                3,775 
Mission Viejo Mall, Mission Viejo, CA      37,559               9,139               54,445              0               49,604 
Mounds Mall, Anderson, IN                       0                   0                2,689              0                1,934 
Muncie Mall, Muncie, IN                         0                 172                5,964             52               19,417 
Nanuet Mall, Nanuet, NY                         0              27,700              162,993              0                  116 
North East Mall, Hurst, TX                 21,934               1,454               13,473          2,090               18,591 
North Towne Square, Toledo, OH             23,500                 579                8,382              0                2,049 
Northgate Mall, Seattle, WA                79,035              89,991               57,873              0               17,717 
Northlake Mall, Atlanta, GA                 1,053              33,400               98,035              0                    0 
Northwoods Mall, Peoria, IL                     0               1,203               12,779          1,449               25,552 
Oak Court Mall, Memphis, TN                     0              15,673               57,555              0                  480 
Orange Park Mall, Jacksonville, FL              0              13,345               65,173              0               13,329 
Orland Square, Orland Park, IL             50,000              36,770              129,906              0                  455 
Paddock Mall, Ocala, FL                    29,930              20,420               30,490              0                4,334 
Palm Beach Mall, West Palm Beach, FL       50,471              12,549              112,741              0                  634 
Phipps Plaza, Atlanta, GA                       0              19,200              210,783              0                    1 
Port Charlotte Town Center,                                                                                                   
     Port Charlotte, FL                    52,731               5,561               59,381              0                6,674 
Prien Lake Mall, Lake Charles, LA               0               1,926                2,829          3,080               35,714 
Raleigh Springs Mall, Memphis, TN               0               9,137               28,604              0                1,130 
Randall Park Mall, Cleveland, OH           35,000               4,421               52,456              0                6,525 
Richardson Square, Dallas, TX                   0               4,867                6,329          1,075               11,115 
Richmond Towne Square, Cleveland, OH       14,526               2,666               12,112              0               19,511 
Richmond Square, Richmond, IN                   0               3,410               11,343              0                8,295 
River Oaks Center, Calumet City, IL        32,500              30,884              101,224              0                   11 
Rockaway Townsquare, Rockaway, NJ               0              50,500              218,557              0                  652 
Rolling Oaks Mall, North San Antonio, TX        0               2,647               38,609            (70)               1,228 
Roosevelt Field, Garden City, NY                0             165,500              704,112              0                1,674 
Ross Park Mall, Pittsburgh, PA                  0              14,557               50,995          9,617               46,778 
Santa Rosa Plaza, Santa Rosa, CA                0              10,400               87,864              0                   78 
South Hills Village, Pittsburgh, PA             0              23,453              125,858              0                  761 
South Park Mall, Shreveport, LA            26,748                 855               13,691             74                2,745 
South Shore Plaza, Braintree, MA               82             101,200              301,495              0                  179 
Southern Park Mall, Youngstown, OH              0              16,982               77,774             97               13,081 
</TABLE>

<TABLE>
<CAPTION>                                                                                                                     
                                               Gross Amounts At
                                                Which Carried
                                             At Close of Period
                                       -------------------------------
                                                         Buildings and                          Accumulated     Date of
Name, Location                           Land            Improvements            Total          Depreciation   Construction
-------------------------------------    ----            -------------           -----          ------------   ------------
<S>                                    <C>               <C>                 <C>                <C>            <C>      
Lafayette Square, Indianapolis, IN        25,546              49,281              74,827            3,384      1996 (Note 4)
Laguna Hills Mall, Laguna Hills, CA       28,074              57,161              85,235            2,028      1997 (Note 4)
Lenox Square, Atlanta, GA                 41,900             492,432             534,332            3,541      1998 (Note 4)
Lima Mall, Lima, OH                        7,910              36,656              44,566            2,622      1996 (Note 4)
Lincolnwood Town Center,                 
     Lincolnwood, IL                      11,225              63,772              74,997           11,203      1990
Livingston Mall, Livingston, NJ           30,200             105,258             135,458              752      1998 (Note 4)
Longview Mall, Longview, TX                  394              10,188              10,582            2,137      1978
Machesney Park Mall, Rockford, IL            734              11,481              12,215            3,082      1979
Markland Mall, Kokomo, IN                      0               9,099               9,099            1,703      1968
Mc Cain Mall, N. Little Rock, AR               0              16,120              16,120            4,865      1973
Melbourne Square, Melbourne, FL           20,552              54,810              75,362            3,653      1996 (Note 4)
Memorial Mall, Sheboygan, WI                 175               5,639               5,814            1,298      1969
Menlo Park Mall, Edison, NJ               65,684             226,180             291,864            8,138      1997 (Note 4)
Miami International Mall, Miami, FL       22,736              72,489              95,225           17,654      1996 (Note 4)
Midland Park Mall, Midland, TX               704              15,088              15,792            3,553      1980
Miller Hill Mall, Duluth, MN               2,537              21,888              24,425            4,346      1973
Mission Viejo Mall, Mission Viejo, CA      9,139             104,049             113,188            3,765      1996 (Note 4)
Mounds Mall, Anderson, IN                      0               4,623               4,623            1,482      1965
Muncie Mall, Muncie, IN                      224              25,381              25,605            3,246      1970
Nanuet Mall, Nanuet, NY                   27,700             163,109             190,809            1,168      1998 (Note 4)
North East Mall, Hurst, TX                 3,544              32,064              35,608            3,319      1996 (Note 4)
North Towne Square, Toledo, OH               579              10,431              11,010            3,743      1980
Northgate Mall, Seattle, WA               89,991              75,590             165,581            4,681      1996 (Note 4)
Northlake Mall, Atlanta, GA               33,400              98,035             131,435              704      1998 (Note 4)
Northwoods Mall, Peoria, IL                2,652              38,331              40,983            7,863      1983 (Note 3)
Oak Court Mall, Memphis, TN               15,673              58,035              73,708            2,134      1997 (Note 4)
Orange Park Mall, Jacksonville, FL        13,345              78,502              91,847            8,361      1994 (Note 3)
Orland Square, Orland Park, IL            36,770             130,361             167,131            4,451      1997 (Note 4)
Paddock Mall, Ocala, FL                   20,420              34,824              55,244            2,296      1996 (Note 4)
Palm Beach Mall, West Palm Beach, FL      12,549             113,375             125,924           11,500      1998 (Note 4)
Phipps Plaza, Atlanta, GA                 19,200             210,784             229,984            1,508      1998 (Note 4)
Port Charlotte Town Center,              
     Port Charlotte, FL                    5,561              66,055              71,616            4,114      1996 (Note 4)
Prien Lake Mall, Lake Charles, LA          5,006              38,543              43,549            2,000      1972
Raleigh Springs Mall, Memphis, TN          9,137              29,734              38,871            2,085      1996 (Note 4)
Randall Park Mall, Cleveland, OH           4,421              58,981              63,402            3,892      1996 (Note 4)
Richardson Square, Dallas, TX              5,942              17,444              23,386            1,736      1996 (Note 4)
Richmond Towne Square, Cleveland, OH       2,666              31,623              34,289              908      1996 (Note 4)
Richmond Square, Richmond, IN              3,410              19,638              23,048            1,262      1996 (Note 4)
River Oaks Center, Calumet City, IL       30,884             101,235             132,119            3,412      1997 (Note 4)
Rockaway Townsquare, Rockaway, NJ         50,500             219,209             269,709            1,569      1998 (Note 4)
Rolling Oaks Mall, North San Antonio, TX   2,577              39,837              42,414            8,802      1998 (Note 4)
Roosevelt Field, Garden City, NY         165,500             705,786             871,286            5,064      1998 (Note 4)
Ross Park Mall, Pittsburgh, PA            24,174              97,773             121,947            9,543      1996 (Note 4)
Santa Rosa Plaza, Santa Rosa, CA          10,400              87,942              98,342              631      1998 (Note 4)
South Hills Village, Pittsburgh, PA       23,453             126,619             150,072            3,955      1997 (Note 4)
South Park Mall, Shreveport, LA              929              16,436              17,365            4,454      1975
South Shore Plaza, Braintree, MA         101,200             301,674             402,874            2,158      1998 (Note 4)
Southern Park Mall, Youngstown, OH        17,079              90,855             107,934            6,234      1996 (Note 4)
</TABLE>

                                      83
<PAGE>
   
                          SIMON PROPERTY GROUP, L.P.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1998

                                                                    SCHEDULE III
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                        Cost Capitalized       
                                                                     Initial Cost                   Subsequent to Acquisition  
                                                            -------------------------------       -----------------------------
                                                                              Buildings and                       Buildings and
Name, Location                         Encumbrances            Land            Improvements        Land           Improvements 
-------------------------------------  ------------            ----           -------------        ----           -------------
<S>                                    <C>                  <C>                <C>                <C>             <C>          
Southgate Mall, Yuma, AZ                        0               1,817                7,974              0                3,310  
St Charles Towne Center                                                                                                        
     Waldorf, MD                                0               9,329               52,974          1,180                9,667  
Summit Mall, Akron, OH                          0              24,814               45,036              0               11,106  
Sunland Park Mall, El Paso, TX             39,506               2,896               28,900              0                3,073  
Tacoma Mall, Tacoma, WA                    92,474              39,504              125,826              0                4,413  
Tippecanoe Mall, Lafayette, IN             62,255               4,187                8,474          5,517               32,494  
Town Center at Boca Raton                                                                                                      
     Boca Raton, FL                             0              64,200              307,511              0                  831  
Towne East Square, Wichita, KS             81,006               9,495               18,479          2,042                9,177  
Towne West Square, Wichita, KS                  0                 988               21,203             76                6,987  
Treasure Coast Square, Jenson Beach, FL    53,218              11,124               73,108              0                3,308  
Tyrone Square, St. Petersburg, FL               0              15,638              120,962              0                9,840  
University Mall, Little Rock, AR                0                 123               17,411              0                  815  
University Mall, Pensacola, FL                  0               4,741               26,657              0                2,939  
University Park Mall, South Bend, IN       59,500              15,105               61,466              0                7,902  
Upper Valley Mall, Springfield, OH         30,940               8,421               38,745              0                1,305  
Valle Vista Mall, Harlingen, TX            42,130               1,398               17,266            372                7,978  
Virginia Center Commons, Richmond, VA           0               9,764               50,757          4,149                2,909  
Walt Whitman Mall, Huntington Station, NY       0              51,700              111,170          3,579               20,660  
Washington Square, Indianapolis, IN        33,541              20,146               41,248              0                2,747  
West Ridge Mall, Topeka, KS                44,288               5,775               34,132            197                3,811  
Westminster Mall, Westminster, CA               0              45,200               84,709              0                  132  
White Oaks Mall, Springfield, IL           16,500               3,024               35,692          1,153               13,980  
Windsor Park Mall, San Antonio, TX         14,636               1,194               16,940            130                3,253  
Woodville Mall, Toledo, OH                      0               1,831                4,454              0                  665  
Community Shopping Centers                                                                                                     
Arboretum, The, Austin, TX                 34,000               7,640               36,778              0                    6  
Arvada Plaza, Arvada, CO                        0                  70                  342            608                  699  
Aurora Plaza, Aurora, CO                        0                  35                5,754              0                  982  
Bloomingdale Court, Bloomingdale, IL       27,359               8,764               26,184              0                1,617  
Boardman Plaza, Youngstown, OH             18,277               8,189               26,355              0                1,694  
Bridgeview Court, Bridgeview, IL                0                 302                3,638              0                  703  
Brightwood Plaza, Indianapolis, IN              0                  65                  128              0                  252  
Buffalo Grove Towne Center, Buffalo                                                                                            
     Grove, IL                                  0               1,387                6,602            126                  256  
Celina Plaza, El Paso, TX                       0                 138                  815              0                   47  
Century Mall, Merrillville, IN                  0               2,190                9,589              0                1,376  
Charles Towne Square, Charleston, SC            0                 446                1,768            425               10,917  
Chesapeake Center, Chesapeake, VA           6,563               5,352               12,279              0                   74  
Cohoes Commons, Rochester, NY                   0               1,698                8,426              0                  (72) 
Countryside Plaza, Countryside, IL              0               1,243                8,507              0                  473  
Eastgate Consumer Mall, Indianapolis, IN   22,929                 424                4,722            187                2,880  
Eastland Plaza, Tulsa, OK                       0                 908                3,709              0                  (26) 
Forest Plaza, Rockford, IL                 16,904               4,187               16,818            453                  552  
Fox River Plaza, Elgin, IL                 12,654               2,908                9,453              0                   45  
Glen Burnie Mall, Glen Burnie, MD               0               7,422               22,778              0                2,424  
Great Lakes Plaza, Cleveland, OH                0               1,028                2,025              0                3,138  
Greenwood Plus, Greenwood, IN                   0               1,350                1,792              0                3,680  
Griffith Park Plaza, Griffith, IN               0                   0                2,412              0                  111  
Grove at Lakeland Square, The,          
 Lakeland, FL                               3,750               5,237                6,016              0                  921  
</TABLE>

<TABLE>
<CAPTION>
                                               Gross Amounts At
                                                Which Carried
                                             At Close of Period
                                        ------------------------------
                                                         Buildings and                          Accumulated     Date of
Name, Location                           Land            Improvements            Total          Depreciation   Construction
-------------------------------------    ----            -------------           -----          ------------   ------------
<S>                                     <C>              <C>                 <C>                <C>            <C>      
Southgate Mall, Yuma, AZ                   1,817              11,284              13,101            2,213      1988 (Note 3)
St Charles Towne Center                   
     Waldorf, MD                          10,509              62,641              73,150           12,805      1990
Summit Mall, Akron, OH                    24,814              56,142              80,956            4,048      1996 (Note 4)
Sunland Park Mall, El Paso, TX             2,896              31,973              34,869            7,687      1988
Tacoma Mall, Tacoma, WA                   39,504             130,239             169,743            8,978      1996 (Note 4)
Tippecanoe Mall, Lafayette, IN             9,704              40,968              50,672            9,214      1973
Town Center at Boca Raton                 
     Boca Raton, FL                       64,200             308,342             372,542            2,078      1998 (Note 4)
Towne East Square, Wichita, KS            11,537              27,656              39,193            7,361      1975
Towne West Square, Wichita, KS             1,064              28,190              29,254            6,774      1980
Treasure Coast Square, Jenson Beach, FL   11,124              76,416              87,540            5,135      1996 (Note 4)
Tyrone Square, St. Petersburg, FL         15,638             130,802             146,440            8,540      1996 (Note 4)
University Mall, Little Rock, AR             123              18,226              18,349            4,659      1967
University Mall, Pensacola, FL             4,741              29,596              34,337            3,585      1994 (Note 3)
University Park Mall, South Bend, IN      15,105              69,368              84,473           24,542      1996 (Note 4)
Upper Valley Mall, Springfield, OH         8,421              40,050              48,471            2,790      1996 (Note 4)
Valle Vista Mall, Harlingen, TX            1,770              25,244              27,014            5,280      1983
Virginia Center Commons, Richmond, VA     13,913              53,666              67,579            2,950      1996 (Note 4)
Walt Whitman Mall, Huntington Station, NY 55,279             131,830             187,109            1,259      1998 (Note 4)
Washington Square, Indianapolis, IN       20,146              43,995              64,141            2,938      1996 (Note 4)
West Ridge Mall, Topeka, KS                5,972              37,943              43,915            7,322      1988
Westminster Mall, Westminster, CA         45,200              84,841             130,041              616      1998 (Note 4)
White Oaks Mall, Springfield, IL           4,177              49,672              53,849            6,802      1977
Windsor Park Mall, San Antonio, TX         1,324              20,193              21,517            4,866      1976
Woodville Mall, Toledo, OH                 1,831               5,119               6,950              415      1996 (Note 4)
Community Shopping Centers                
Arboretum, The, Austin, TX                 7,640              36,784              44,424               87      1998 (Note 4)
Arvada Plaza, Arvada, CO                     678               1,041               1,719              302      1966
Aurora Plaza, Aurora, CO                      35               6,736               6,771            1,722      1966
Bloomingdale Court, Bloomingdale, IL       8,764              27,801              36,565            4,063      1987
Boardman Plaza, Youngstown, OH             8,189              28,049              36,238            1,890      1996 (Note 4)
Bridgeview Court, Bridgeview, IL             302               4,341               4,643              817      1988
Brightwood Plaza, Indianapolis, IN            65                 380                 445              118      1965
Buffalo Grove Towne Center, Buffalo       
     Grove, IL                             1,513               6,858               8,371              586      1988
Celina Plaza, El Paso, TX                    138                 862               1,000              180      1978
Century Mall, Merrillville, IN             2,190              10,965              13,155            3,417      1992 (Note 3)
Charles Towne Square, Charleston, SC         871              12,685              13,556                0      1976
Chesapeake Center, Chesapeake, VA          5,352              12,353              17,705              855      1996 (Note 4)
Cohoes Commons, Rochester, NY              1,698               8,354              10,052            2,024      1984
Countryside Plaza, Countryside, IL         1,243               8,980              10,223            2,075      1977
Eastgate Consumer Mall, Indianapolis, IN     611               7,602               8,213            3,190      1991 (Note 3)
Eastland Plaza, Tulsa, OK                    908               3,683               4,591              595      1986
Forest Plaza, Rockford, IL                 4,640              17,370              22,010            2,346      1985
Fox River Plaza, Elgin, IL                 2,908               9,498              12,406            1,297      1985
Glen Burnie Mall, Glen Burnie, MD          7,422              25,202              32,624            1,718      1996 (Note 4)
Great Lakes Plaza, Cleveland, OH           1,028               5,163               6,191              440      1996 (Note 4)
Greenwood Plus, Greenwood, IN              1,350               5,472               6,822              729      1979 (Note 3)
Griffith Park Plaza, Griffith, IN              0               2,523               2,523              667      1979
Grove at Lakeland Square, The,             5,237               6,937              12,174              543      1996 (Note 4)
 Lakeland, FL                       
</TABLE>

                                      84
<PAGE>
  
                          SIMON PROPERTY GROUP, L.P.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1998

                                                                    SCHEDULE III
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                        Cost Capitalized       
                                                                     Initial Cost                   Subsequent to Acquisition  
                                                            -------------------------------       -----------------------------
                                                                              Buildings and                       Buildings and
Name, Location                         Encumbrances            Land            Improvements        Land           Improvements 
-------------------------------------  ------------            ----           -------------        ----           -------------
<S>                                    <C>                  <C>                <C>                <C>             <C>          
Hammond Square, Sandy Springs, GA                0                   0                   27              0                    1 
Highland Lakes Center, Orlando, FL          14,377              13,951               18,490              0                  340 
Ingram Plaza, San Antonio, TX                    0                 421                1,802              4                   21 
Keystone Shoppes, Indianapolis, IN               0                   0                4,232              0                    0 
Knoxville Commons, Knoxville, TN                 0               3,731                5,345              0                1,623 
Lake Plaza, Waukegan, IL                         0               2,868                6,420              0                  340 
Lake View Plaza, Orland Park, IL            22,169               4,775               17,586              0                  554 
Lima Center, Lima, OH                            0               1,808                5,151              0                   85 
Lincoln Crossing, O'Fallon, IL                 997               1,079                2,692              0                  158 
Mainland Crossing, Galveston, TX             2,226               1,850                1,737              0                  138 
Maplewood Square, Omaha, NE                      0                 466                1,249              0                  577 
Markland Plaza, Kokomo, IN                       0                 210                1,258              0                  453 
Martinsville Plaza, Martinsville, VA             0                   0                  584              0                   45 
Marwood Plaza, Indianapolis, IN                  0                  52                3,597              0                  107 
Matteson Plaza, Matteson, IL                11,159               1,830                9,737              0                1,683 
Memorial Plaza, Sheboygan, WI                    0                 250                  436              0                  857 
Mounds Mall Cinema, Anderson, IN                 0                  88                  158              0                    1 
Muncie Plaza, Muncie, IN                                           626               10,626           (397)                 177 
New Castle Plaza, New Castle, IN                 0                 128                1,621              0                  641 
North Ridge Plaza, Joliet, IL                    0               2,831                7,699              0                  438 
North Riverside Park Plaza,                                                                                                    
     N. Riverside, IL                        7,535               1,062                2,490              0                  429 
Northland Plaza, Columbus, OH                    0               4,490                8,893              0                1,035 
Northwood Plaza, Fort Wayne, IN                  0                 302                2,922              0                  566 
Park Plaza, Hopkinsville, KY                     0                 300                1,572              0                   89 
Regency Plaza, St. Charles, MO               1,878                 616                4,963              0                  165 
Rockaway Convenience Center                                                                                                    
     Rockaway, NJ                                                2,900               12,500              0                    0 
St. Charles Towne Plaza, Waldorf, MD        30,742               8,779               18,993              0                  141 
Teal Plaza, Lafayette, IN                        0                  99                  878              0                2,957 
Terrace at The Florida Mall, Orlando, FL     4,688               5,647                4,126              0                  981 
Tippecanoe Plaza, Lafayette, IN                  0                 265                  440            305                4,842 
University Center, South Bend, IN                0               2,388                5,214              0                   71 
Wabash Village, West Lafayette, IN               0                   0                  976              0                  204 
Washington Plaza, Indianapolis, IN               0                 941                1,697              0                   13 
West Ridge Plaza, Topeka, KS                 4,612               1,491                4,620              0                  551 
White Oaks Plaza, Springfield, IL           12,345               3,265               14,267              0                  193 
Wichita Mall, Wichita, KS                        0                   0                4,535              0                1,710 
Wood Plaza, Fort Dodge, IA                       0                  45                  380              0                  756 
Specialty Retail Centers                                                                                                       
The Forum Shops at Caesars,                                                                                                    
     Las Vegas, NV                         175,000                   0               72,866              0               58,458 
Trolley Square, Salt Lake City, UT          27,141               4,899               27,539            363                7,750 
Office ,Mixed-Use Properties and Other                                                                                         
The Charles Hotel                                0              23,500                    0              0                    0 
Lenox Building, Atlanta, GA                                          0               57,778              0                    1 
Net Lease Properties                           847              10,975                    0              0                    0 
New Orleans Centre/CNG Tower,                                                                                                  
     New Orleans, LA                             0               3,679               41,231              0                3,164 
O Hare International Center,                     0                                                                              
</TABLE>

<TABLE>
<CAPTION>
                                               Gross Amounts At
                                                Which Carried
                                             At Close of Period
                                        ------------------------------
                                                         Buildings and                          Accumulated     Date of
Name, Location                           Land            Improvements            Total          Depreciation   Construction
-------------------------------------    ----            -------------           -----          ------------   ------------
<S>                                     <C>              <C>                 <C>                <C>            <C>      
Hammond Square, Sandy Springs, GA              0                  28                  28                7      1974
Highland Lakes Center, Orlando, FL        13,951              18,830              32,781            1,344      1996 (Note 4)
Ingram Plaza, San Antonio, TX                425               1,823               2,248              560      1980
Keystone Shoppes, Indianapolis, IN             0               4,232               4,232              128      1997 (Note 4)
Knoxville Commons, Knoxville, TN           3,731               6,968              10,699            1,107      1987
Lake Plaza, Waukegan, IL                   2,868               6,760               9,628              871      1986
Lake View Plaza, Orland Park, IL           4,775              18,140              22,915            2,422      1986
Lima Center, Lima, OH                      1,808               5,236               7,044              355      1996 (Note 4)
Lincoln Crossing, O'Fallon, IL             1,079               2,850               3,929              347      1990
Mainland Crossing, Galveston, TX           1,850               1,875               3,725              147      1996 (Note 4)
Maplewood Square, Omaha, NE                  466               1,826               2,292              396      1970
Markland Plaza, Kokomo, IN                   210               1,711               1,921              469      1974
Martinsville Plaza, Martinsville, VA           0                 629                 629              332      1967
Marwood Plaza, Indianapolis, IN               52               3,704               3,756              700      1962
Matteson Plaza, Matteson, IL               1,830              11,420              13,250            1,609      1988
Memorial Plaza, Sheboygan, WI                250               1,293               1,543              306      1966
Mounds Mall Cinema, Anderson, IN              88                 159                 247               50      1974
Muncie Plaza, Muncie, IN                     229              10,803              11,032              295      1998
New Castle Plaza, New Castle, IN             128               2,262               2,390              591      1966
North Ridge Plaza, Joliet, IL              2,831               8,137              10,968            1,237      1985
North Riverside Park Plaza,               
     N. Riverside, IL                      1,062               2,919               3,981              782      1977
Northland Plaza, Columbus, OH              4,490               9,928              14,418            1,235      1988
Northwood Plaza, Fort Wayne, IN              302               3,488               3,790              832      1974
Park Plaza, Hopkinsville, KY                 300               1,661               1,961              377      1968
Regency Plaza, St. Charles, MO               616               5,128               5,744              645      1988
Rockaway Convenience Center               
     Rockaway, NJ                          2,900              12,500              15,400               89      1998 (Note 4)
St. Charles Towne Plaza, Waldorf, MD       8,779              19,134              27,913            2,733      1987
Teal Plaza, Lafayette, IN                     99               3,835               3,934              266      1962
Terrace at The Florida Mall, Orlando, FL   5,647               5,107              10,754              489      1996 (Note 4)
Tippecanoe Plaza, Lafayette, IN              570               5,282               5,852              873      1974
University Center, South Bend, IN          2,388               5,285               7,673            3,639      1996 (Note 4)
Wabash Village, West Lafayette, IN             0               1,180               1,180              286      1970
Washington Plaza, Indianapolis, IN           941               1,710               2,651              713      1996 (Note 4)
West Ridge Plaza, Topeka, KS               1,491               5,171               6,662              685      1988
White Oaks Plaza, Springfield, IL          3,265              14,460              17,725            1,886      1986
Wichita Mall, Wichita, KS                      0               6,245               6,245            1,598      1969
Wood Plaza, Fort Dodge, IA                    45               1,136               1,181              272      1968
Specialty Retail Centers                  
The Forum Shops at Caesars,               
     Las Vegas, NV                             0             131,324             131,324           19,008      1992
Trolley Square, Salt Lake City, UT         5,262              35,289              40,551            6,565      1986 (Note 3)
Office ,Mixed-Use Properties and Other    
The Charles Hotel                         23,500                   0              23,500                0
Lenox Building, Atlanta, GA                    0              57,779              57,779              417      1998 (Note 4)
Net Lease Properties                      10,975                   0              10,975                0
New Orleans Centre/CNG Tower,             
     New Orleans, LA                       3,679              44,395              48,074            2,893      1996 (Note 4)
O Hare International Center,              
</TABLE>

                                      85
<PAGE>
   
                          SIMON PROPERTY GROUP, L.P.
                   REAL ESTATE AND ACCUMULATED DEPRECIATION
                               December 31, 1998

                                                                    SCHEDULE III
                            (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                                          Cost Capitalized        
                                                                       Initial Cost                   Subsequent to Acquisition   
                                                              -------------------------------       ----------------------------- 
                                                                                Buildings and                       Buildings and 
Name, Location                           Encumbrances            Land            Improvements        Land           Improvements  
-------------------------------------    ------------            ----           -------------        ----           ------------- 
<S>                                      <C>                  <C>                <C>                <C>             <C>           
     Rosemont, IL                                 0                 125               60,287              1                9,128  
Riverway, Rosemont, IL                            0               8,739              129,175             16                6,282  
Three Dag Hammarskjold (Land)                     0               8,625                    0              0                    0  
Development Projects                                                                                                              
Bowie Town Center, Bowie, MD                                      6,000                  570              0                  317  
Indian River Peripheral, Vero                                         0                    0              0                    0  
     Beach, FL                                                      790                   57              0                    0  
Shops at North East Plaza, The, 
 Hurst, TX                                                        8,988                2,198          4,376                1,429  
Victoria Ward, Honolulu, HI                       0                   0                1,400              0                  475  
Waterford Lakes, Orlando, FL                      0                   0                1,114         11,944                2,096  
Other                                             0                   0                  314              0                  326  
Corporate                                         0                   0                  500            280                3,799  
                                         ----------          ----------           ----------        -------           ----------
                                         $2,775,241          $1,981,944           $8,465,064        $84,517           $1,072,246  
                                         ==========          ==========           ==========        =======           ==========  
</TABLE>

<TABLE>
<CAPTION>
                                               Gross Amounts At
                                                Which Carried
                                             At Close of Period
                                        ------------------------------
                                                         Buildings and                          Accumulated     Date of
Name, Location                           Land            Improvements            Total          Depreciation   Construction
-------------------------------------    ----            -------------           -----          ------------   ------------
<S>                                   <C>                <C>                 <C>                <C>            <C>      
     Rosemont, IL                            126              69,415              69,541           17,793      1988
Riverway, Rosemont, IL                     8,755             135,457             144,212           33,972      1991
Three Dag Hammarskjold (Land)              8,625                   0               8,625                0      1998 (Note 4)
Development Projects                   
Bowie Town Center, Bowie, MD               6,000                 887               6,887                0
Indian River Peripheral, Vero                  0                   0                   0                0
     Beach, FL                               790                  57                 847                0      1996 (Note 4)
Shops at North East Plaza, The,        
 Hurst, TX                                13,364               3,627              16,991                0
Victoria Ward, Honolulu, HI                    0               1,875               1,875                0
Waterford Lakes, Orlando, FL              11,944               3,210              15,154                0
Other                                          0                 640                 640                0
Corporate                                    280               4,299               4,579              779
                                      ----------          ----------         -----------         --------
                                      $2,066,461          $9,537,310         $11,603,771         $688,955
                                      ==========          ==========         ===========         ========     
</TABLE>

                                      86
<PAGE>
 
                           SIMON PROPERTY GROUP, L.P.

                 NOTES TO SCHEDULE III AS OF DECEMBER 31, 1998

                             (Dollars in thousands)


(1)  Reconciliation of Real Estate Properties:

     The changes in real estate assets for the years ended December 31, 1998,
1997 and 1996 are as follows:

<TABLE>
<CAPTION> 
                                     1998           1997          1996
                                  -----------    ----------    ----------
<S>                               <C>            <C>           <C> 
Balance, beginning of year        $ 6,814,065    $5,273,465    $2,143,925
  Acquisitions                      4,676,634     1,238,909     2,843,287
  Improvements                        356,829       312,558       224,605
  Disposals                          (126,454)      (10,867)      (19,579)
  Consolidation/Deconsolidation      (117,303)          --         81,227
                                  -----------    ----------    ----------
Balance, close of year            $11,603,771    $6,814,065    $5,273,465
                                  ===========    ==========    ==========
</TABLE>

     The aggregate net book value for federal income tax purposes as of December
31, 1998 was $6,306,234. 

(2)  Reconciliation of Accumulated Depreciation:

     The changes in accumulated depreciation and amortization for the years
ended December 31, 1998, 1997 and 1996 are as follows:

<TABLE> 
<CAPTION> 
                                   1998          1997           1996  
                                 --------      --------       --------
<S>                              <C>           <C>            <C> 
Balance, beginning of year       $448,353      $270,637       $147,341
Acquisitions                       25,839            --             --
  Carryover of minority 
   partners' interest in 
   accumulated depreciation
   of DeBartolo Properties             --            --         13,505
 
 
  Depreciation expense            246,934       183,357        120,565
  Disposals                       (32,171)       (5,641)       (10,774)
                                 --------      --------       -------- 
Balance, close of year           $688,955      $448,353       $270,637
                                 ========      ========       ========
</TABLE> 

     Depreciation of the SPG Operating Partnership's investment in buildings and
improvements reflected in the statements of operations is calculated over the
estimated original lives of the assets as follows:

     Buildings and Improvements - typically 35 years
     Tenant Inducements - shorter of lease term or useful life

(3)  Initial cost represents net book value at December 20, 1993.

(4)  Not developed/constructed by SPG Operating Partnership or the Simons. The
     date of construction represents acquisition date.

                                       87
<PAGE>
<TABLE>
<CAPTION>
 
                               INDEX TO EXHIBITS
                                        
         Exhibits                                                                    Page
                                                                                     ----
<S>      <C>                                                                         <C>
2.1      Agreement and Plan of Merger among SPG, Sub and DRC, dated as of March
         26, 1996, as amended (included as Annex I to the Prospectus/Joint Proxy
         Statement filed as part of Form S-4 of Simon Property Group, Inc.
         (Registration No. 333-06933)).

2.2      Amendment and supplement to Offer to Purchase for Cash all Outstanding
         Beneficial Interests in The Retail Property Trust (incorporated by
         reference to Exhibit 99.1 of the Form 8-K filed by the SPG Operating
         Partnership on September 12, 1997).

2.3      Agreement and Plan of Merger among SDG, CPI and CRC (incorporated by
         reference to Exhibit 10.1 in the Form 8-K filed by SDG on February 24,
         1998). 

3.1      Sixth Amended and Restated Limited Partnership Agreement of the SPG
         Operating Partnership (incorporated by reference to Exhibit 4.1 of the
         Form 8-K filed by the Companies on October 9, 1998).

4.1      Indenture, dated as of November 26, 1996, by and among the SPG
         Operating Partnership and The Chase Manhattan Bank, as trustee
         (incorporated by reference to the form of this document filed as
         Exhibit 4.1 to the Registration Statement on Form S-3 (Reg. No.
         333-11491)).

4.2      Supplemental Indenture, dated as of June 22, 1998, by and among the SPG
         Operating Partnership and The Chase Manhattan Bank, as trustee,
         relating to the Securities (incorporated by reference as Exhibit 4.2 to
         the Registration Statement of Simon DeBartolo Group, L.P. on Form S-4
         (Reg. No. 333-63645)).

10.1     Credit Agreement dated as of September 24, 1998 among the Simon
         Operating Partnership, SPG and The Chase Manhattan Bank as
         Administrative Agent. (incorporated by to Exhibit 4.1 of the Form 10-Q
         filed by the Companies for the period ended September 30, 1998)

10.2     Second Amended and Restated Credit Agreement dated as of December 22,
         1997 among the SPG Operating Partnership and Morgan Guaranty Trust
         Company of New York, Union Bank of Switzerland and Chase Manhattan Bank
         as Lead Agents (incorporated by reference to Exhibit 4.3 of SDG's 1997
         Form 10-K).

10.3     Limited Partnership Agreement of SPG Realty Consultants, L.P.
         (incorporated by reference to Exhibit 4.21 of the Form 8-K filed by the
         Companies on October 9, 1998). 

10.4(a)  The SPG Operating Partnership 1998 Stock Incentive Plan (incorporated
         by reference to Exhibit 10.5 of the Form S-4 filed by CPI on August 13,
         1998 (Reg. No. 333-61399)).

10.5(a)  Form of Employment Agreement between Hans C. Mautner and the Companies
         (incorporated by reference to Exhibit 10.63 of the Form S-4 filed by
         CPI on August 13, 1998 (Reg. No. 333-61399)).

10.6(a)  Form of Employment Agreement between Mark S. Ticotin and the Companies
         (incorporated by reference to Exhibit 10.64 of the Form S-4 filed by
         CPI on August 13, 1998 (Reg. No. 333-61399)).

10.7(a)  Form of Incentive Stock Option Agreement between the Companies and
         Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock
         Incentive Plan (incorporated by reference to Exhibit 10.59 of the Form
         S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).

10.8(a)  Form of Incentive Stock Option Agreement between the Companies and
         Mark S. Ticotin pursuant to the SPG Operating Partnership 1998 Stock
         Incentive Plan (incorporated by reference to Exhibit 10.60 of the Form
         S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).

10.9(a)  Form of Nonqualified Stock Option Agreement between the Companies and
         Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock
         Incentive Plan (incorporated by reference to Exhibit 10.61 of the Form
         S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).

10.10(a) Form of Nonqualified Stock Option Agreement between the Companies and
         Mark S. Ticotin pursuant to the SPG Operating Partnership 1998 Stock
         Incentive Plan (incorporated by reference to Exhibit 10.62 of the Form
         S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).
</TABLE>
                                       88
<PAGE>
<TABLE>
<S>      <C>                                                                         <C>
 
10.11(a) CPI Executive Severance Policy, as amended and restated effective as of
         August 11, 1998 (incorporated by reference to Exhibit 10.65 of the Form
         S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).

10.12(b) Option Agreement to acquire the Excluded Retail Properties. (Previously
         filed as Exhibit 10.10.)

10.13(b) Option Agreement to acquire the Excluded PropertiesLand. (Previously
         filed as Exhibit 10.11.)

10.14(b) Option Agreements dated as of December 1, 1993 between the Management
         Company and The SPG Operating Partnership (Previously filed as Exhibit
         10.20.)

10.15(b) Option Agreement dated as of December 1, 1993 to acquire Development
         Land. (Previously filed as Exhibit 10.22.)

10.16(b) Option Agreement dated December 1, 1993 between the Management Company
         and The SPG Operating Partnership (Previously filed as Exhibit 10.25.)

10.17(b) Lock-Up Agreement dated December 20, 1993 between MSA and The SPG
         Operating Partnership (Previously filed as Exhibit 10.27.)

10.18    Purchase Option and Right of First Refusal Agreement between DRP, LP
         and Edward J. DeBartolo (for Northfield Square) (Incorporated by
         reference to the 1994 DRC Form 10-K Exhibit 10(o).)

10.19    Office Lease between the SPG Operating Partnership and an affiliate of
         EJDC (Southwoods Executive Center)

10.20    Purchase Option and Right of First Refusal Agreement between DRP, LP
         and EJDC (for SouthPark Center Development Site) (Incorporated by
         reference to the 1994 DRC Form 10-K Exhibit 10(p)(2).)

10.21    Purchase Option and Right of First Refusal Agreement between DRP, LP
         and Washington Mall Associates (for Washington, Pennsylvania Site)
         (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(p)(3).)

10.22    Purchase Option and Right of First Refusal Agreement between DRP, LP
         and DeBartolo-Stow Associates (for University Town Center)
         (Incorporated by reference to the 1994 DRC Form 10-K Exhibit 10(r).)

10.23    Acquisition Option Agreement between DRP, LP and Coral Square
         Associates (for Coral Square) (Incorporated by reference to the 1994
         DRC Form 10-K Exhibit 10(s)(1).)

10.24    Acquisition Option Agreement between DRP, LP and Lakeland Square
         Associates (for Lakeland Square) (Incorporated by reference to the 1994
         DRC Form 10-K Exhibit 10(s)(2).)

10.25    Fourth Amendment to Purchase Option Agreement, dated as of July 15,
         1996, between JCP Realty, Inc., and DRP, LP (incorporated by reference
         to Exhibit 10.61 of SPG's 1996 Form 10-K).

10.26    Limited Partnership Agreement of SDG Macerich Properties, L.P.              90

21.1     List of Subsidiaries of the SPG Operating Partnership.                      91

23.1     Consent of Arthur Andersen LLP.

         (a)      Represents a management contract, or compensatory plan,
                  contract or arrangement required to be filed pursuant to
                  Regulation S-K.

         (b)      Incorporated by reference to the exhibit indicated of Old
                  SPG's 1993 Form 10-K.
</TABLE>
                                       89