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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

|SIMON PROPERTY GROUP, INC.(Exact name of registrant as specified in its charter)                                                   |  | SPG REALTY CONSULTANTS, INC.(Exact name of registrant as specified in its charter)                                                
|---------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|Delaware
(State of incorporation or organization)                                                                                  |  | Delaware
(State of incorporation or organization)                                                                                 
|001-14469
(Commission File No.)                                                                                                    |  | 001-14469-01
(Commission File No.)                                                                                                
|046268599
(I.R.S. Employer Identification No.)                                                                                     |  | 13-2838638
(I.R.S. Employer Identification No.)                                                                                   
|National City Center
115 West Washington Street, Suite 15 EastIndianapolis, Indiana 46204
(Address of principal executive offices) |  | National City Center
115 West Washington Street, Suite 15 EastIndianapolis, Indiana 46204
(Address of principal executive offices)
|(317) 636-1600
(Registrant's telephone number, including area code)                                                                |  | (317) 636-1600
(Registrant's telephone number, including area code)                                                               

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.YESýNOo

As
of July 31, 2002, 182,323,218 shares of common stock, par value $0.0001 per share, 3,200,000 shares of Class B common stock, par value $0.0001 per share, and 4,000 shares of
Class C common stock, par value $0.0001 per share of Simon Property Group, Inc. were outstanding, and were paired with 1,855,272 shares of common stock, par value $0.0001 per share, of
SPG Realty Consultants, Inc.

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1

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SIMON PROPERTY GROUP, INC. AND  SPG REALTY CONSULTANTS, INC.        FORM 10-Q        INDEX

PagePart I - Financial InformationItem 1:

Financial StatementsSimon Property Group, Inc. and SPG Realty Consultants, Inc.:Combined Balance Sheets as of June 30, 2002 and December 31, 2001

3Combined Statements of Operations and Comprehensive Income for
the three-month and six-month periods ended June 30, 2002 and 2001

4Combined Statements of Cash Flows for the six-month periods ended
June 30, 2002 and 2001

5Simon Property Group, Inc.:Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001

6Consolidated Statements of Operations and Comprehensive Income for
the three-month and six-month periods ended June 30, 2002 and 2001

7Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 2002 and 2001

8SPG Realty Consultants, Inc.:Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001

9Consolidated Statements of Operations for the three-month and six-
month periods ended June 30, 2002 and 2001

10Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 2002 and 2001

11Condensed Notes to Unaudited Financial Statements

12Item 2:

Management's Discussion and Analysis of Financial Condition and
Results of Operations

23Item 3:

Qualitative and Quantitative Disclosure About Market Risk

33Part II - Other InformationItems 1 through 6

34Signature

36


2

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Simon Property Group, Inc. and SPG Realty Consultants, Inc.Combined Balance Sheets  (Dollars in thousands, except per share amounts)

|                                                                      |                                                                                                                                                | June 30, 2002                                                                                                             |                                                                                                                                                                                       | December 31, 2001 |           
|--------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | ----------
|
|ASSETS:                                                               |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      | Investment properties, at cost                                                                                                                 |                                                                                                                           | $                                                                                                                                                                                     | 13,742,228        |           
|                                                                      |                                                                                                                                                | Less  accumulated depreciation                                                                                           |                                                                                                                                                                                       |                   | 2,011,324 
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | 11,730,904                                                                                                                                                                            |                   |           
|                                                                      | Cash and cash equivalents                                                                                                                      |                                                                                                                           |                                                                                                                                                                                       | 223,253           |           
|                                                                      | Tenant receivables and accrued revenue, net                                                                                                    |                                                                                                                           |                                                                                                                                                                                       | 252,686           |           
|                                                                      | Notes and advances receivable from Management Company and affiliates                                                                           |                                                                                                                           |                                                                                                                                                                                       | 131,549           |           
|                                                                      | Investment in unconsolidated entities, at equity                                                                                               |                                                                                                                           |                                                                                                                                                                                       | 1,799,793         |           
|                                                                      | Goodwill, net                                                                                                                                  |                                                                                                                           |                                                                                                                                                                                       | 37,212            |           
|                                                                      | Deferred costs and other assets, net                                                                                                           |                                                                                                                           |                                                                                                                                                                                       | 322,480           |           
|                                                                      | Minority interest, net                                                                                                                         |                                                                                                                           |                                                                                                                                                                                       | 14,358            |           
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                | Total assets                                                                                                              |                                                                                                                                                                                       | $                 | 14,512,235
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|LIABILITIES:                                                          |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      | Mortgages and other indebtedness                                                                                                               |                                                                                                                           | $                                                                                                                                                                                     | 9,597,064         |           
|                                                                      | Accounts payable and accrued expenses                                                                                                          |                                                                                                                           |                                                                                                                                                                                       | 492,032           |           
|                                                                      | Cash distributions and losses in partnerships and joint ventures, at equity                                                                    |                                                                                                                           |                                                                                                                                                                                       | 25,883            |           
|                                                                      | Accrued dividends                                                                                                                              |                                                                                                                           |                                                                                                                                                                                       | 17,641            |           
|                                                                      | Other liabilities                                                                                                                              |                                                                                                                           |                                                                                                                                                                                       | 150,567           |           
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                | Total liabilities                                                                                                         |                                                                                                                                                                                       |                   | 10,283,187
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 10)                               |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIPS              |                                                                                                                                                |                                                                                                                           | 837,074                                                                                                                                                                               |                   |           
|LIMITED PARTNERS' PREFERRED INTEREST IN THE SPG OPERATING PARTNERSHIP |                                                                                                                                                |                                                                                                                           | 150,852                                                                                                                                                                               |                   |           
|SHAREHOLDERS' EQUITY:                                                 |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      | CAPITAL STOCK OF SIMON PROPERTY GROUP, INC.(750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock): |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | All series of preferred stock, 100,000,000 shares authorized, 16,830,075 and 16,879,896 issued and outstanding, respectively. Liquidation values $858,024 and $907,845, respectively. |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | Common stock, $.0001 par value, 400,000,000 shares authorized, 175,358,873 and 172,700,861 issued, respectively                                                                       |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | Class B common stock, $.0001 par value, 12,000,000 shares authorized, 3,200,000 issued and outstanding                                                                                |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding                                                                                               |                   |           
|                                                                      | CAPITAL STOCK OF SPG REALTY CONSULTANTS, INC.:                                                                                                 |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                | Common stock, $.0001 par value, 7,500,000 shares authorized, 1,785,629 and 1,759,049 issued and outstanding, respectively |                                                                                                                                                                                       |                   |          
|                                                                      | Capital in excess of par value                                                                                                                 |                                                                                                                           |                                                                                                                                                                                       | 3,414,286         |           
|                                                                      | Accumulated deficit                                                                                                                            |                                                                                                                           |                                                                                                                                                                                       | (912,150          | )         
|                                                                      | Accumulated other comprehensive income                                                                                                         |                                                                                                                           |                                                                                                                                                                                       | (7,286            | )         
|                                                                      | Unamortized restricted stock award                                                                                                             |                                                                                                                           |                                                                                                                                                                                       | (15,269           | )         
|                                                                      | Common stock held in treasury at cost, 2,098,555 shares                                                                                        |                                                                                                                           |                                                                                                                                                                                       | (52,518           | )         
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           | Total shareholders' equity                                                                                                                                                            |                   |           
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           
|                                                                      |                                                                                                                                                | $                                                                                                                         | 14,512,235                                                                                                                                                                            |                   | $         
|                                                                      |                                                                                                                                                |                                                                                                                           |                                                                                                                                                                                       |                   |           

The accompanying notes are an integral part of these statements.

3

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Simon Property Group, Inc. and SPG Realty Consultants, Inc.Unaudited Combined Statements of Operations and Comprehensive Income  (Dollars in thousands, except per share
amounts)

|                                                                             |                                                                                                                     | For the Three Months
Ended June 30,                                          |         | For the Six Months Ended June 30, |        
|---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------- | --------------------------------- | -------
|
|REVENUE:                                                                     |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Minimum rent                                                                                                        |                                                                              | $       | 320,732                           |        
|                                                                             | Overage rent                                                                                                        |                                                                              |         | 6,946                             |        
|                                                                             | Tenant reimbursements                                                                                               |                                                                              |         | 157,725                           |        
|                                                                             | Other income                                                                                                        |                                                                              |         | 32,077                            |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Total revenue                                                                |         |                                   | 517,480
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|EXPENSES:                                                                    |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Property operating                                                                                                  |                                                                              |         | 90,634                            |        
|                                                                             | Depreciation and amortization                                                                                       |                                                                              |         | 116,472                           |        
|                                                                             | Real estate taxes                                                                                                   |                                                                              |         | 53,012                            |        
|                                                                             | Repairs and maintenance                                                                                             |                                                                              |         | 17,703                            |        
|                                                                             | Advertising and promotion                                                                                           |                                                                              |         | 11,861                            |        
|                                                                             | Provision for credit losses                                                                                         |                                                                              |         | 1,510                             |        
|                                                                             | Other (Notes 10 and 11)                                                                                             |                                                                              |         | 4,843                             |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Total operating expenses                                                     |         |                                   | 296,035
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|OPERATING INCOME                                                             |                                                                                                                     |                                                                              | 221,445 |                                   |        
|Interest expense                                                             |                                                                                                                     |                                                                              | 150,635 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before minority interest                                              |                                                                                                                     |                                                                              | 70,810  |                                   |        
|Minority interest                                                            |                                                                                                                     |                                                                              | (1,970  | )                                 |        
|Gain (Loss) on sales of assets and other, net (Note 11)                      |                                                                                                                     |                                                                              | 170,307 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before unconsolidated entities                                        |                                                                                                                     |                                                                              | 239,147 |                                   |        
|Loss from MerchantWired, LLC, net (Note 7)                                   |                                                                                                                     |                                                                              | (24,471 | )                                 |        
|Income from other unconsolidated entities                                    |                                                                                                                     |                                                                              | 25,545  |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before extraordinary items and cumulative effect of accounting change |                                                                                                                     |                                                                              | 240,221 |                                   |        
|Extraordinary items  Debt related transactions (Note 11)                    |                                                                                                                     |                                                                              | 16,139  |                                   |        
|Cumulative effect of accounting change (Note 6)                              |                                                                                                                     |                                                                              |        |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before allocation to limited partners                                 |                                                                                                                     |                                                                              | 256,360 |                                   |        
|LESS:                                                                        |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Limited partners' interest in the Operating Partnerships                                                            |                                                                              |         | 64,019                            |        
|                                                                             | Preferred distributions of the SPG Operating Partnership                                                            |                                                                              |         | 2,835                             |        
|                                                                             | Preferred dividends of subsidiary                                                                                   |                                                                              |         |                                  |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|NET INCOME                                                                   |                                                                                                                     |                                                                              | 189,506 |                                   |        
|Preferred dividends                                                          |                                                                                                                     |                                                                              | (16,336 | )                                 |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                                  |                                                                                                                     | $                                                                            | 173,170 |                                   | $      
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|BASIC EARNINGS PER COMMON PAIRED SHARE:                                      |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Income before extraordinary items and cumulative effect of accounting change |         | $                                 | 0.92   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Net income                                                                   |         | $                                 | 0.99   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|DILUTED EARNINGS PER COMMON PAIRED SHARE:                                    |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Income before extraordinary items and cumulative effect of accounting change |         | $                                 | 0.91   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Net income                                                                   |         | $                                 | 0.97   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Net Income                                                                                                          |                                                                              | $       | 189,506                           |        
|                                                                             | Cumulative effect of accounting change                                                                              |                                                                              |         |                                  |        
|                                                                             | Unrealized gain (loss) on interest rate hedge agreements                                                            |                                                                              |         | (26                               | )      
|                                                                             | Net losses on derivative instruments reclassified from accumulated other comprehensive income into interest expense |                                                                              |         | 1,288                             |        
|                                                                             | Other                                                                                                               |                                                                              |         | 25                                |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Comprehensive Income                                                                                                |                                                                              | $       | 190,793                           |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        

The accompanying notes are an integral part of these statements.

4

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Simon Property Group, Inc. and SPG Realty Consultants, Inc.Unaudited Combined Statements of Cash Flows  (Dollars in thousands)

|                                               |            | For the Six Months
Ended June 30,                                                  |                                                         
|---------------------------------------------- | ---------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |            |                                                                                    |                                                         
|                                               | Net income |                                                                                    | $                                                       
|                                               |            | Adjustments to reconcile net income to net cash provided by operating activities  |                                                         
|                                               |            |                                                                                    | Depreciation and amortization                           
|                                               |            |                                                                                    | Extraordinary items                                     
|                                               |            |                                                                                    | Cumulative effect of accounting change                  
|                                               |            |                                                                                    | Gain on sales of assets and other, net                  
|                                               |            |                                                                                    | Limited partners' interest in Operating Partnerships    
|                                               |            |                                                                                    | Preferred dividends of Subsidiary                       
|                                               |            |                                                                                    | Preferred distributions of the SPG Operating Partnership
|                                               |            |                                                                                    | Straight-line rent                                      
|                                               |            |                                                                                    | Minority interest                                       
|                                               |            |                                                                                    | Minority interest distributions                         
|                                               |            |                                                                                    | Equity in income of unconsolidated entities             
|                                               |            |                                                                                    | Distributions of income from unconsolidated entities    
|                                               |            | Changes in assets and liabilities                                                 |                                                         
|                                               |            |                                                                                    | Tenant receivables and accrued revenue                  
|                                               |            |                                                                                    | Deferred costs and other assets                         
|                                               |            |                                                                                    | Accounts payable, accrued expenses and other liabilities
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:          |            |                                                                                    |                                                         
|                                               |            | Acquisitions                                                                       |                                                         
|                                               |            | Capital expenditures, net                                                          |                                                         
|                                               |            | Cash from acquisitions                                                             |                                                         
|                                               |            | Net proceeds from sale of assets and partnership interests                         |                                                         
|                                               |            | Investments in unconsolidated entities                                             |                                                         
|                                               |            | Distributions of capital from unconsolidated entities                              |                                                         
|                                               |            | Investments in and advances to Management Company and affiliate                    |                                                         
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:          |            |                                                                                    |                                                         
|                                               |            | Proceeds from sales of common, net                                                 |                                                         
|                                               |            | Minority interest contributions                                                    |                                                         
|                                               |            | Preferred dividends of Subsidiary                                                  |                                                         
|                                               |            | Preferred distributions of the SPG Operating Partnership                           |                                                         
|                                               |            | Preferred dividends and distributions to shareholders                              |                                                         
|                                               |            | Distributions to limited partners                                                  |                                                         
|                                               |            | Mortgage and other note proceeds, net of transaction costs                         |                                                         
|                                               |            | Mortgage and other note principal payments                                         |                                                         
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|                                               |            |                                                                                    |                                                         
|DECREASE IN CASH AND CASH EQUIVALENTS          |            |                                                                                    | (36,507                                                 
|CASH AND CASH EQUIVALENTS, beginning of period |            |                                                                                    | 259,760                                                 
|                                               |            |                                                                                    |                                                         
|CASH AND CASH EQUIVALENTS, end of period       |            | $                                                                                  | 223,253                                                 
|                                               |            |                                                                                    |                                                         

The accompanying notes are an integral part of these statements.

5

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Simon Property Group, Inc.Consolidated Balance Sheets  (Dollars in thousands, except per share amounts)

|                                                                                                                        |                                                                                                                                                                                      | June 30, 2002                   |            | December 31, 2001 |           
|----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------- | ---------- | ----------------- | ----------
|
|ASSETS:                                                                                                                 |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        | Investment properties, at cost                                                                                                                                                       |                                 | $          | 13,735,067        |           
|                                                                                                                        |                                                                                                                                                                                      | Less  accumulated depreciation |            |                   | 2,009,857 
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        |                                                                                                                                                                                      |                                 | 11,725,210 |                   |           
|                                                                                                                        | Cash and cash equivalents                                                                                                                                                            |                                 |            | 220,196           |           
|                                                                                                                        | Tenant receivables and accrued revenue, net                                                                                                                                          |                                 |            | 248,654           |           
|                                                                                                                        | Notes and advances receivable from Management Company and affiliates                                                                                                                 |                                 |            | 132,002           |           
|                                                                                                                        | Investment in unconsolidated entities, at equity                                                                                                                                     |                                 |            | 1,793,297         |           
|                                                                                                                        | Goodwill, net                                                                                                                                                                        |                                 |            | 37,212            |           
|                                                                                                                        | Deferred costs and other assets, net                                                                                                                                                 |                                 |            | 315,074           |           
|                                                                                                                        | Minority interest, net                                                                                                                                                               |                                 |            | 14,358            |           
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        |                                                                                                                                                                                      | Total assets                    |            | $                 | 14,486,003
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|LIABILITIES:                                                                                                            |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        | Mortgages and other indebtedness                                                                                                                                                     |                                 | $          | 9,597,064         |           
|                                                                                                                        | Accounts payable and accrued expenses                                                                                                                                                |                                 |            | 484,529           |           
|                                                                                                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                                                                          |                                 |            | 25,883            |           
|                                                                                                                        | Accrued dividends                                                                                                                                                                    |                                 |            | 17,641            |           
|                                                                                                                        | Other liabilities                                                                                                                                                                    |                                 |            | 146,934           |           
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        |                                                                                                                                                                                      | Total liabilities               |            |                   | 10,272,051
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 10)                                                                                 |                                                                                                                                                                                      |                                 |            |                   |           
|LIMITED PARTNERS' INTEREST IN THE SPG OPERATING PARTNERSHIP                                                             |                                                                                                                                                                                      |                                 | 833,040    |                   |           
|LIMITED PARTNERS' PREFERRED INTEREST IN THE SPG OPERATING PARTNERSHIP                                                   |                                                                                                                                                                                      |                                 | 150,852    |                   |           
|SHAREHOLDERS' EQUITY(750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock): |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        | All series of preferred stock, 100,000,000 shares authorized, 16,830,075 and 16,879,896 issued and outstanding, respectively. Liquidation values $858,024 and $907,845, respectively |                                 |            | 814,041           |           
|                                                                                                                        | Common stock, $.0001 par value, 400,000,000 shares authorized, 175,358,873 and 172,700,861 issued, respectively                                                                      |                                 |            | 17                |           
|                                                                                                                        | Class B common stock, $.0001 par value, 12,000,000 shares authorized, 3,200,000 issued and outstanding                                                                               |                                 |            | 1                 |           
|                                                                                                                        | Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding                                                                                              |                                 |            |                  |           
|                                                                                                                        | Capital in excess of par value                                                                                                                                                       |                                 |            | 3,400,115         |           
|                                                                                                                        | Accumulated deficit                                                                                                                                                                  |                                 |            | (909,230          | )         
|                                                                                                                        | Accumulated other comprehensive income                                                                                                                                               |                                 |            | (7,286            | )         
|                                                                                                                        | Unamortized restricted stock award                                                                                                                                                   |                                 |            | (15,269           | )         
|                                                                                                                        | Common stock held in treasury at cost, 2,098,555 shares                                                                                                                              |                                 |            | (52,329           | )         
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        |                                                                                                                                                                                      | Total shareholders' equity      |            |                   | 3,230,060 
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           
|                                                                                                                        |                                                                                                                                                                                      | $                               | 14,486,003 |                   | $         
|                                                                                                                        |                                                                                                                                                                                      |                                 |            |                   |           

The accompanying notes are an integral part of these statements.

6

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Simon Property Group, Inc.Unaudited Consolidated Statements of Operations and Comprehensive Income  (Dollars in thousands, except per share amounts)

|                                                                             |                                                                                                                     | For the Three Months Ended
June 30,                                          |         | For the Six Months Ended
June 30, |        
|---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------- | --------------------------------- | -------
|
|REVENUE:                                                                     |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Minimum rent                                                                                                        |                                                                              | $       | 320,747                           |        
|                                                                             | Overage rent                                                                                                        |                                                                              |         | 6,946                             |        
|                                                                             | Tenant reimbursements                                                                                               |                                                                              |         | 157,725                           |        
|                                                                             | Other income                                                                                                        |                                                                              |         | 31,116                            |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Total revenue                                                                |         |                                   | 516,534
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|EXPENSES:                                                                    |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Property operating                                                                                                  |                                                                              |         | 90,072                            |        
|                                                                             | Depreciation and amortization                                                                                       |                                                                              |         | 116,449                           |        
|                                                                             | Real estate taxes                                                                                                   |                                                                              |         | 53,012                            |        
|                                                                             | Repairs and maintenance                                                                                             |                                                                              |         | 17,700                            |        
|                                                                             | Advertising and promotion                                                                                           |                                                                              |         | 11,861                            |        
|                                                                             | Provision for credit losses                                                                                         |                                                                              |         | 1,510                             |        
|                                                                             | Other (Notes 10 and 11)                                                                                             |                                                                              |         | 4,502                             |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Total operating expenses                                                     |         |                                   | 295,106
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|OPERATING INCOME                                                             |                                                                                                                     |                                                                              | 221,428 |                                   |        
|Interest expense                                                             |                                                                                                                     |                                                                              | 150,593 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before minority interest                                              |                                                                                                                     |                                                                              | 70,835  |                                   |        
|Minority interest                                                            |                                                                                                                     |                                                                              | (1,970  | )                                 |        
|Gain (Loss) on sales of assets and other, net (Note 11)                      |                                                                                                                     |                                                                              | 169,162 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before unconsolidated entities                                        |                                                                                                                     |                                                                              | 238,027 |                                   |        
|Loss from MerchantWired, LLC, net (Note 7)                                   |                                                                                                                     |                                                                              | (24,471 | )                                 |        
|Income from other unconsolidated entities                                    |                                                                                                                     |                                                                              | 25,257  |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before extraordinary items and cumulative effect of accounting change |                                                                                                                     |                                                                              | 238,813 |                                   |        
|Extraordinary items  Debt related transactions (Note 11)                    |                                                                                                                     |                                                                              | 16,139  |                                   |        
|Cumulative effect of accounting change (Note 6)                              |                                                                                                                     |                                                                              |        |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|Income before allocation to limited partners                                 |                                                                                                                     |                                                                              | 254,952 |                                   |        
|LESS:                                                                        |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Limited partners' interest in the Operating Partnerships                                                            |                                                                              |         | 63,639                            |        
|                                                                             | Preferred distributions of the SPG Operating Partnership                                                            |                                                                              |         | 2,835                             |        
|                                                                             | Preferred dividends of subsidiary                                                                                   |                                                                              |         |                                  |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|NET INCOME                                                                   |                                                                                                                     |                                                                              | 188,478 |                                   |        
|Preferred dividends                                                          |                                                                                                                     |                                                                              | (16,336 | )                                 |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                                  |                                                                                                                     | $                                                                            | 172,142 |                                   | $      
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|BASIC EARNINGS PER COMMON SHARE:                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Income before extraordinary items and cumulative effect of accounting change |         | $                                 | 0.92   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Net income                                                                   |         | $                                 | 0.99   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|DILUTED EARNINGS PER COMMON SHARE:                                           |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Income before extraordinary items and cumulative effect of accounting change |         | $                                 | 0.90   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             |                                                                                                                     | Net income                                                                   |         | $                                 | 0.96   
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                                    |                                                                                                                     |                                                                              | 174,435 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING                                  |                                                                                                                     |                                                                              | 189,457 |                                   |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Net Income                                                                                                          |                                                                              | $       | 188,478                           |        
|                                                                             | Cumulative effect of accounting change                                                                              |                                                                              |         |                                  |        
|                                                                             | Unrealized gain (loss) on interest rate hedge agreements                                                            |                                                                              |         | (26                               | )      
|                                                                             | Net losses on derivative instruments reclassified from accumulated other comprehensive income into interest expense |                                                                              |         | 1,288                             |        
|                                                                             | Other                                                                                                               |                                                                              |         | 25                                |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        
|                                                                             | Comprehensive Income                                                                                                |                                                                              | $       | 189,765                           |        
|                                                                             |                                                                                                                     |                                                                              |         |                                   |        

The accompanying notes are an integral part of these statements.

7

---



Simon Property Group, Inc.Unaudited Consolidated Statements of Cash Flows  (Dollars in thousands)

|                                               |                                                                 | For the Six Months Ended
June 30,                                                  |                                                         
|---------------------------------------------- | --------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                 |                                                                                    |                                                         
|                                               | Net income                                                      |                                                                                    | $                                                       
|                                               |                                                                 | Adjustments to reconcile net income to net cash provided by operating activities  |                                                         
|                                               |                                                                 |                                                                                    | Depreciation and amortization                           
|                                               |                                                                 |                                                                                    | Extraordinary items                                     
|                                               |                                                                 |                                                                                    | Cumulative effect of accounting change                  
|                                               |                                                                 |                                                                                    | Gain on sales of assets and other, net                  
|                                               |                                                                 |                                                                                    | Limited partners' interest in Operating Partnership     
|                                               |                                                                 |                                                                                    | Preferred dividends of Subsidiary                       
|                                               |                                                                 |                                                                                    | Preferred distributions of the SPG Operating Partnership
|                                               |                                                                 |                                                                                    | Straight-line rent                                      
|                                               |                                                                 |                                                                                    | Minority interest                                       
|                                               |                                                                 |                                                                                    | Minority interest distributions                         
|                                               |                                                                 |                                                                                    | Equity in income of unconsolidated entities             
|                                               |                                                                 |                                                                                    | Distributions of income from unconsolidated entities    
|                                               |                                                                 | Changes in assets and liabilities                                                 |                                                         
|                                               |                                                                 |                                                                                    | Tenant receivables and accrued revenue                  
|                                               |                                                                 |                                                                                    | Deferred costs and other assets                         
|                                               |                                                                 |                                                                                    | Accounts payable, accrued expenses and other liabilities
|                                               |                                                                 |                                                                                    |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                 |                                                                                    |                                                         
|                                               | Acquisitions                                                    |                                                                                    |                                                         
|                                               | Capital expenditures, net                                       |                                                                                    |                                                         
|                                               | Cash from acquisitions                                          |                                                                                    |                                                         
|                                               | Proceeds from sale of assets                                    |                                                                                    |                                                         
|                                               | Investments in unconsolidated entities                          |                                                                                    |                                                         
|                                               | Distributions of capital from unconsolidated entities           |                                                                                    |                                                         
|                                               | Investments in and advances to Management Company and affiliate |                                                                                    |                                                         
|                                               | Loan to the SRC Operating Partnership                           |                                                                                    |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|                                               |                                                                 | Net cash used in investing activities                                              |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                 |                                                                                    |                                                         
|                                               | Proceeds from sales of common, net                              |                                                                                    |                                                         
|                                               | Minority interest contributions                                 |                                                                                    |                                                         
|                                               | Preferred dividends of Subsidiary                               |                                                                                    |                                                         
|                                               | Preferred distributions of the SPG Operating Partnership        |                                                                                    |                                                         
|                                               | Preferred dividends and distributions to shareholders           |                                                                                    |                                                         
|                                               | Distributions to limited partners                               |                                                                                    |                                                         
|                                               | Mortgage and other note proceeds, net of transaction costs      |                                                                                    |                                                         
|                                               | Mortgage and other note principal payments                      |                                                                                    |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|                                               |                                                                 | Net cash provided by (used in) financing activities                                |                                                         
|                                               |                                                                 |                                                                                    |                                                         
|DECREASE IN CASH AND CASH EQUIVALENTS          |                                                                 |                                                                                    | (34,710                                                 
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                 |                                                                                    | 254,906                                                 
|                                               |                                                                 |                                                                                    |                                                         
|CASH AND CASH EQUIVALENTS, end of period       |                                                                 | $                                                                                  | 220,196                                                 
|                                               |                                                                 |                                                                                    |                                                         

The accompanying notes are an integral part of these statements.

8

---



SPG Realty Consultants, Inc.Consolidated Balance Sheets  (Dollars in thousands, except per share amounts)

|                                                            |                                                                                                                           | June 30, 2002              |        | December 31, 2001 |       
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | ----------------- | ------
|
|ASSETS:                                                     |                                                                                                                           |                            |        |                   |       
|                                                            | Cash and cash equivalents                                                                                                 |                            | $      | 3,057             |       
|                                                            | Accounts receivable                                                                                                       |                            |        | 4,032             |       
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | Total current assets       |        |                   | 7,089 
|                                                            | Investment properties, at cost, less accumulated depreciation of $1,467 and $1,424, respectively                          |                            |        | 5,694             |       
|                                                            | Investment in unconsolidated entities, at equity                                                                          |                            |        | 6,496             |       
|                                                            | Reinsurance deposits                                                                                                      |                            |        | 7,162             |       
|                                                            | Other noncurrent assets                                                                                                   |                            |        | 244               |       
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | Total assets               |        | $                 | 26,685
|                                                            |                                                                                                                           |                            |        |                   |       
|LIABILITIES:                                                |                                                                                                                           |                            |        |                   |       
|                                                            | Accounts payable and accrued expenses (including $136 and $91 to related parties)                                         |                            | $      | 7,180             |       
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | Total current liabilities  |        |                   | 7,180 
|                                                            | Note payable to the Management Company (Interest at 8%, due 2009)                                                         |                            |        | 453               |       
|                                                            | Note payable to Affiliate (Interest at 3.5%, payable on demand)                                                           |                            |        | 3,956             |       
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | Total liabilities          |        |                   | 11,589
|                                                            |                                                                                                                           |                            |        |                   |       
|COMMITMENTS AND CONTINGENCIES (Note 10)                     |                                                                                                                           |                            |        |                   |       
|LIMITED PARTNERS' INTEREST IN THE SRC OPERATING PARTNERSHIP |                                                                                                                           |                            | 4,034  |                   |       
|SHAREHOLDERS' EQUITY:                                       |                                                                                                                           |                            |        |                   |       
|                                                            | Common stock, $.0001 par value, 7,500,000 shares authorized, 1,785,629 and 1,759,049 issued and outstanding, respectively |                            |        |                  |       
|                                                            | Capital in excess of par value                                                                                            |                            |        | 29,277            |       
|                                                            | Accumulated deficit                                                                                                       |                            |        | (18,026           | )     
|                                                            | Common stock held in treasury at cost, 20,986 shares                                                                      |                            |        | (189              | )     
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | Total shareholders' equity |        |                   | 11,062
|                                                            |                                                                                                                           |                            |        |                   |       
|                                                            |                                                                                                                           | $                          | 26,685 |                   | $     
|                                                            |                                                                                                                           |                            |        |                   |       

The accompanying notes are an integral part of these statements.

9

---



SPG Realty Consultants, Inc.Unaudited Consolidated Statements of Operations  (In thousands, except per share amounts)

|                                                                  |                                      | For the Three Months Ended
June 30, |       | For the Six Months Ended
June 30, |      
|----------------------------------------------------------------- | ------------------------------------ | ----------------------------------- | ----- | --------------------------------- | -----
|
|REVENUE:                                                          |                                      |                                     |       |                                   |      
|                                                                  | Rental income                        |                                     | $     | 24                                |      
|                                                                  | Insurance premiums (Note 1)          |                                     |       | 967                               |      
|                                                                  | Other income                         |                                     |       | 9                                 |      
|                                                                  |                                      |                                     |       |                                   |      
|                                                                  |                                      | Total revenue                       |       |                                   | 1,000
|                                                                  |                                      |                                     |       |                                   |      
|EXPENSES:                                                         |                                      |                                     |       |                                   |      
|                                                                  | Depreciation and amortization        |                                     |       | 23                                |      
|                                                                  | Technology initiatives startup costs |                                     |       |                                  |      
|                                                                  | Insurance losses (Note 1)            |                                     |       | 842                               |      
|                                                                  | General and administrative expenses  |                                     |       | 118                               |      
|                                                                  |                                      |                                     |       |                                   |      
|                                                                  |                                      | Total operating expenses            |       |                                   | 983  
|                                                                  |                                      |                                     |       |                                   |      
|OPERATING INCOME (LOSS)                                           |                                      |                                     | 17    |                                   |      
|Interest expense                                                  |                                      |                                     | 42    |                                   |      
|PLUS:                                                             |                                      |                                     |       |                                   |      
|Minority interest                                                 |                                      |                                     |      |                                   |      
|Gain on sale of assets, net                                       |                                      |                                     | 1,145 |                                   |      
|                                                                  |                                      |                                     |       |                                   |      
|Income (loss) before unconsolidated entities                      |                                      |                                     | 1,120 |                                   |      
|Income (loss) from unconsolidated entities                        |                                      |                                     | 288   |                                   |      
|                                                                  |                                      |                                     |       |                                   |      
|Income (loss) before allocation to limited partners               |                                      |                                     | 1,408 |                                   |      
|LESS Limited partners' interest in the SRC Operating Partnership |                                      |                                     | 380   |                                   |      
|                                                                  |                                      |                                     |       |                                   |      
|NET INCOME (LOSS)                                                 |                                      | $                                   | 1,028 |                                   | $    
|                                                                  |                                      |                                     |       |                                   |      
|BASIC EARNINGS PER COMMON SHARE:                                  |                                      |                                     |       |                                   |      
|                                                                  |                                      | Net income (loss)                   |       | $                                 | 0.59 
|                                                                  |                                      |                                     |       |                                   |      
|DILUTED EARNINGS PER COMMON SHARE:                                |                                      |                                     |       |                                   |      
|                                                                  |                                      | Net income (loss)                   |       | $                                 | 0.54 
|                                                                  |                                      |                                     |       |                                   |      
|BASIC WEIGHTED AVERAGE SHARES OUTSTANDING                         |                                      |                                     | 1,744 |                                   |      
|                                                                  |                                      |                                     |       |                                   |      
|DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING                       |                                      |                                     | 1,895 |                                   |      
|                                                                  |                                      |                                     |       |                                   |      

The accompanying notes are an integral part of these statements.

10

---



SPG Realty Consultants, Inc.  AND CONSOLIDATED SUBSIDIARIESUnaudited Consolidated Statements of Cash Flows  (Dollars in thousands)

|                                               |                                          | For the Six Months Ended
June 30,                                                                   |                                                        
|---------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                          |                                                                                                     |                                                        
|                                               | Net income (loss)                        |                                                                                                     | $                                                      
|                                               |                                          | Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities  |                                                        
|                                               |                                          |                                                                                                     | Depreciation and amortization                          
|                                               |                                          |                                                                                                     | Gain on sales of assets, net                           
|                                               |                                          |                                                                                                     | Limited partners' interest in SRC Operating Partnership
|                                               |                                          |                                                                                                     | Minority interest                                      
|                                               |                                          |                                                                                                     | Equity in income of unconsolidated entities            
|                                               |                                          | Changes in assets and liabilities                                                                  |                                                        
|                                               |                                          |                                                                                                     | Accounts receivable                                    
|                                               |                                          |                                                                                                     | Other non-current assets                               
|                                               |                                          |                                                                                                     | Accounts payable and accrued expenses                  
|                                               |                                          |                                                                                                     |                                                        
|                                               |                                          |                                                                                                     |                                                        
|                                               |                                          |                                                                                                     |                                                        
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                          |                                                                                                     |                                                        
|                                               |                                          | Investment in technology initiatives and other capital expenditures                                 |                                                        
|                                               |                                          | Cash included in transfer of assets to SPG Operating Partnership                                    |                                                        
|                                               |                                          | Net proceeds from sales of assets                                                                   |                                                        
|                                               |                                          |                                                                                                     |                                                        
|                                               |                                          |                                                                                                     |                                                        
|                                               |                                          |                                                                                                     |                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                          |                                                                                                     |                                                        
|                                               | Proceeds from sales of common stock, net |                                                                                                     |                                                        
|                                               | Loan from the SPG Operating Partnership  |                                                                                                     |                                                        
|                                               | Loan from the Management Company         |                                                                                                     |                                                        
|                                               | Loan from affiliate                      |                                                                                                     |                                                        
|                                               |                                          |                                                                                                     |                                                        
|                                               |                                          | Net cash used in financing activities                                                               |                                                        
|                                               |                                          |                                                                                                     |                                                        
|DECREASE IN CASH AND CASH EQUIVALENTS          |                                          |                                                                                                     | (1,797                                                 
|CASH AND CASH EQUIVALENTS, beginning of period |                                          |                                                                                                     | 4,854                                                  
|                                               |                                          |                                                                                                     |                                                        
|CASH AND CASH EQUIVALENTS, end of period       |                                          | $                                                                                                   | 3,057                                                  
|                                               |                                          |                                                                                                     |                                                        

The accompanying notes are an integral part of these statements.

11

---



SIMON PROPERTY GROUP, INC. AND  SPG REALTY CONSULTANTS, INC.Condensed Notes to Unaudited Financial Statements(Dollars in thousands,
 except per share amounts and where indicated as in millions or billions)

1.    Organization

Simon Property Group, Inc. ("SPG"), a Delaware corporation, 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 ("Paired Shares") 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").

Simon
Property Group, L.P. (the "SPG Operating Partnership") is the primary subsidiary of SPG. Units of ownership interest ("Units") in the SPG Operating Partnership are paired with
Units in SPG Realty Consultants, L.P. ("Paired Units") (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 Companies together with the Operating Partnerships are hereafter referred to as "Simon Group".

SPG
is engaged in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties primarily through the SPG Operating Partnership. Simon
Group's real estate properties consist primarily of regional malls and community shopping centers. As of June 30, 2002, SPG and the SPG Operating Partnership owned or held an interest in 251
income-producing properties in the United States, which consisted of 173 regional malls, 70 community shopping centers, four specialty retail centers and four office and mixed-use
properties in 36 states (the "Properties"). SPG and the SPG Operating Partnership also owned an interest in 5 parcels of land held for future development (together with the Properties, the "Portfolio"
or "Portfolio Properties"). In addition, Simon Group has ownership interests in eight additional retail real estate properties operating in Europe and Canada. Simon Group's leases from retail tenants
generate the majority of its revenues through:



Simon
Group also generates revenues due to its size and tenant relationships from:



The
Companies' direct and indirect ownership interests in the Operating Partnerships at June 30, 2002 was 73.3% and at December 31, 2001 was 72.9%. The SPG Operating
Partnership also holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company").

SRC,
primarily through the SRC Operating Partnership, engages primarily in activities that capitalize on the resources, customer base and operating activities of SPG, which could not be
engaged in by SPG without potentially impacting its status as a REIT. SRC's wholly-owned insurance subsidiary Marigold Indemnity, Ltd ("Marigold") provides general liability insurance coverage
to third parties that provide outsourcing services at certain Properties. Marigold reinsures the majority of the risk through a third party indemnity company.

2.    Basis of Presentation

The accompanying financial statements are unaudited; however, they have been prepared in accordance with generally accepted accounting principles for interim
financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary for fair presentation, consisting of only normal recurring adjustments, have
been included. The results for the interim period ended June 30, 2002 are not necessarily indicative of the results to be obtained for the full fiscal year. These unaudited financial statements
have been prepared in accordance with the accounting

12

---

policies described in the Companies' combined annual report on Form 10-K for the year ended December 31, 2001, except for accounting for stock options (see Note 3).

The
accompanying combined financial statements include SPG, SRC and their subsidiaries. The accompanying consolidated financial statements of SPG include SPG and its subsidiaries and
the accompanying consolidated financial statements of SRC include SRC and its subsidiaries. All significant intercompany amounts have been eliminated.

Consolidated
properties are wholly-owned or owned less than 100% but are controlled by Simon Group. 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 are
recorded when a partnership agreement provides 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 outside partner to fund additional capital contributions.

Investments
in partnerships and joint ventures represent noncontrolling ownership interests in properties ("Joint Venture Properties") and the investment in the Management Company (see
Note 7). These investments are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for net equity in income or loss,
which is allocated in accordance with the provisions of the applicable partnership or joint venture agreement, and cash contributions and distributions. The allocation provisions in the partnership or
joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venturer primarily due to partner preferences.

Net
operating results of the Operating Partnerships are allocated after preferred distributions based on their respective partners' ownership interests. The Companies' weighted average
direct and indirect ownership interest in the Operating Partnerships during the six-month periods ended June 30, 2002 and June 30, 2001 was 73.0% and 72.4%, respectively.

Preferred
distributions of the SPG Operating Partnership in the accompanying statements of operations and cash flows represent distributions on preferred Units issued in connection with
the 1999 New England Development Acquisition (the "NED Acquisition"). See Note 3 of the Notes to Unaudited Financial Statements included in the Companies' 2001 Annual Report to Shareholders
(filed as an exhibit to the Companies' Form 10-K for the year ended December 31, 2001) for a description of the NED Acquisition. Preferred dividends of subsidiary prior to
July 1, 2001 represented distributions on preferred stock of SPG Properties, Inc. (see Note 12).

Certain
reclassifications of prior period amounts have been made in the financial statements to conform to the 2002 presentation. Distributions from unconsolidated entities that
represent return on investments have been reclassified in the statements of cash flows to "net cash provided by operating activities" from "net cash used in investing activities" for all periods
presented. In addition, distributions to minority interest owners of consolidated properties have been reclassified in the statements of cash flows to "net cash provided by operating activities" from
"net cash provided by (used in) financing activities" for all periods presented. These reclassifications have no impact on the net income previously reported.

3.    Accounting for Stock Options

As permitted by SFAS No. 123 "Accounting for Stock Based Compensation", Simon Group has changed its accounting policy with respect to stock options. The
fair value of stock options awarded will be expensed as compensation expense over the vesting period for options issued on a prospective basis only and is effective January 1, 2002, both in
accordance with the adoption provisions of SFAS 123. The impact of this change through June 30, 2002 was not material.

4.    Per Share Data

Basic earnings per share is based on the weighted average number of shares of common stock outstanding during the period and diluted earnings per share is based
on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding if all dilutive potential common shares
would have been converted into shares at the earliest date possible. The following table sets forth the computation for the Companies' basic and diluted earnings per share. The income before
extraordinary items

13

---

and cumulative effect of accounting change, extraordinary items, cumulative effect of accounting change, and income effect of dilutive securities amounts presented in the reconciliation below
represent the common shareholders' pro rata share of the respective line items in the statements of operations.

|                                                                                                        |  | For the Three Months Ended June 30, |  | For the Six Months Ended June 30, | 
|------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | --------------------------------- | 
|
|Common Shareholders' share of:                                                                          |  |                                     |  |                                   | 
|Income before extraordinary items and cumulative effect of accounting change                            |  | $161,385                            |  | $36,746                           | 
|Extraordinary items                                                                                     |  | 11,785                              |  |                                  | 
|Cumulative effect of accounting change                                                                  |  |                                    |  |                                  | 
|                                                                                                        |  |                                     |  |                                   | 
|Net Income available to Common Shareholders  Basic                                                     |  | $173,170                            |  | $36,746                           | 
|                                                                                                        |  |                                     |  |                                   | 
|Effect of dilutive securities:                                                                          |  |                                     |  |                                   | 
|Dilutive convertible preferred stock dividends(1)                                                       |  | 6,346                               |  |                                  | 
|Impact to General Partner's interest in Operating Partnerships from all dilutive securities and options |  | 3,892                               |  |                                  | 
|                                                                                                        |  |                                     |  |                                   | 
|Net Income available to Common Shareholders  Diluted                                                   |  | $183,408                            |  | $36,746                           | 
|                                                                                                        |  |                                     |  |                                   | 
|Weighted Average Shares Outstanding  Basic                                                             |  | 174,434,562                         |  | 172,485,020                       | 
|Effect of stock options                                                                                 |  | 721,307                             |  | 319,616                           | 
|Effect of convertible preferred stock(1)                                                                |  | 14,301,217                          |  |                                  | 
|                                                                                                        |  |                                     |  |                                   | 
|Weighted Average Shares Outstanding  Diluted                                                           |  | 189,457,086                         |  | 172,804,636                       | 
|                                                                                                        |  |                                     |  |                                   | 

---

|                                                                             |  | For the Three Months Ended June 30, |  | For the Six Months Ended June 30, | 
|---------------------------------------------------------------------------- |  | ----------------------------------- |  | --------------------------------- | 
|
|Basic per share amounts:                                                     |  |                                     |  |                                   | 
|Income before extraordinary items and cumulative effect of accounting change |  | $0.92                               |  | $0.21                             | 
|Extraordinary items                                                          |  | 0.07                                |  |                                  | 
|Cumulative effect of accounting change                                       |  |                                    |  |                                  | 
|                                                                             |  |                                     |  |                                   | 
|Net Income available to Common Shareholders  Basic                          |  | $0.99                               |  | $0.21                             | 
|                                                                             |  |                                     |  |                                   | 
|Diluted per share amounts:                                                   |  |                                     |  |                                   | 
|Income before extraordinary items and cumulative effect of accounting change |  | $0.91                               |  | $0.21                             | 
|Extraordinary items                                                          |  | 0.06                                |  |                                  | 
|Cumulative effect of accounting change                                       |  |                                    |  |                                  | 
|                                                                             |  |                                     |  |                                   | 
|Net Income available to Common Shareholders  Diluted                        |  | $0.97                               |  | $0.21                             | 
|                                                                             |  |                                     |  |                                   | 

Combined basic and diluted earnings per Paired Share is presented in the financial statements based upon the weighted average outstanding number
of Paired Shares of the Companies. Management believes this presentation provides the shareholders with the most meaningful presentation of earnings for a single interest in the combined entities.
None of the convertible preferred Units of the SPG Operating Partnership outstanding had a dilutive effect on earnings per share. The preferred Units are convertible into Paired Shares on or after
August 27, 2004 if certain conditions are met. Paired Units held by limited partners in the Operating Partnerships may be exchanged for Paired Shares, on a one-for-one
basis in certain circumstances. If exchanged, the Paired Units would not have a dilutive effect.

14

---

5.    Cash Flow Information

Cash paid for interest, net of amounts capitalized, during the six months ended June 30, 2002 was $300,146 as compared to $297,342 for the same period in
2001. See Notes 7 and 11 for information about non-cash transactions during the six months ended June 30, 2002.

6.    Cumulative Effect of Accounting Change

The cumulative effect of accounting change resulted from the adoption of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as
amended in June of 2000 by SFAS 138, "Accounting for Derivative Instruments and Hedging Activities" on January 1, 2001 and includes Simon Group's share of unconsolidated entities
cumulative effect of accounting change.

7.    Investment in Unconsolidated Entities

Joint ventures are common in the real estate industry. Simon Group utilizes joint ventures to finance certain properties and to diversify its risk in a particular
asset or trade area. As discussed in Note 2, since Simon Group does not fully control these properties, Simon Group's accounting policy and accounting principles generally accepted in the
United States require that Simon Group account for these properties on the equity method of accounting. Summary financial information of the joint ventures and a summary of Simon Group's investment in
and share of income from such joint ventures follow. Major captions of assets and liabilities as well as the statements of operations for partnerships interests sold or consolidated (when Simon Group
has acquired an additional interest in a partnership and as a result has gained control of the partnership) "Discontinued Joint Venture Partnerships" have been condensed into separate line items to
present the balance sheet and results of operations of those partnership interests held as of June 30, 2002.

|BALANCE SHEETS                                                                |                                        | June 30,
2002 |              | December 31,
2001
|----------------------------------------------------------------------------- | -------------------------------------- | ------------- | ------------ | -----------------
|Assets:                                                                       |                                        |               |              |                  
|Investment properties, at cost                                                |                                        | $  8,353,399  |              | $  6,958,470     
|Less  accumulated depreciation                                               |                                        | 1,260,722     |              | 1,070,594        
|                                                                              |                                        |               |              |                  
|                                                                              |                                        | 7,092,677     |              | 5,887,876        
|Net investment properties, at cost of Discontinued Joint Venture Partnerships |                                        |              |              | 1,002,274        
|Cash and cash equivalents                                                     |                                        | 191,886       |              | 167,173          
|Tenant receivables                                                            |                                        | 167,232       |              | 164,647          
|Investment in unconsolidated entities                                         |                                        | 1,507         |              |                  
|Other assets of Discontinued Joint Venture Partnerships                       |                                        |              |              | 101,868          
|Other assets                                                                  |                                        | 182,769       |              | 134,504          
|                                                                              |                                        |               |              |                  
|                                                                              | Total assets                           |               | $  7,636,071 |                  
|                                                                              |                                        |               |              |                  
|Liabilities and Partners' Equity:                                             |                                        |               |              |                  
|Mortgages and other notes payable                                             |                                        | $  5,419,838  |              | $  4,721,711     
|Mortgages of Discontinued Joint Venture Partnerships                          |                                        |              |              | 967,677          
|                                                                              |                                        |               |              |                  
|                                                                              |                                        | 5,419,838     |              | 5,689,388        
|Accounts payable and accrued expenses                                         |                                        | 228,528       |              | 191,440          
|Other liabilities                                                             |                                        | 66,132        |              | 85,137           
|Other liabilities of Discontinued Joint Venture Partnerships                  |                                        |              |              | 28,772           
|                                                                              |                                        |               |              |                  
|                                                                              | Total liabilities                      |               | 5,714,498    |                  
|Partners' equity                                                              |                                        | 1,921,573     |              | 1,463,605        
|                                                                              |                                        |               |              |                  
|                                                                              | Total liabilities and partners' equity |               | $  7,636,071 |                  
|                                                                              |                                        |               |              |                  
|Simon Group's Share of:                                                       |                                        |               |              |                  
|Total assets                                                                  |                                        | $  3,188,559  |              | $  3,088,952     
|                                                                              |                                        |               |              |                  
|Partners' equity                                                              |                                        | $    968,532  |              | $    754,056     
|Add: Excess Investment, net                                                   |                                        | 716,933       |              | 563,278          
|                                                                              |                                        |               |              |                  
|Simon Group's net Investment in Joint Ventures                                |                                        | $  1,685,465  |              | $  1,317,334     
|                                                                              |                                        |               |              |                  
|Mortgages and other notes payable                                             |                                        | $  2,293,998  |              | $  2,392,522     
|                                                                              |                                        |               |              |                  

15

---

"Excess
Investment" represents the unamortized difference of Simon Group's investment over its share of the equity in the underlying net assets of the partnerships and joint ventures
acquired. Excess investment is amortized over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

|                                                                                      |                          | For the Three Months Ended
June 30, |         | Six Months Ended
June 30,
|------------------------------------------------------------------------------------- | ------------------------ | ----------------------------------- | ------- | -------------------------
|
|Revenue:                                                                              |                          |                                     |         |                          
|Minimum rent                                                                          |                          | $  204,102                          |         | $  166,488               
|Overage rent                                                                          |                          | 2,938                               |         | 2,308                    
|Tenant reimbursements                                                                 |                          | 104,455                             |         | 86,198                   
|Other income                                                                          |                          | 8,801                               |         | 13,007                   
|                                                                                      |                          |                                     |         |                          
|                                                                                      | Total revenue            |                                     | 320,296 |                          
|Operating Expenses:                                                                   |                          |                                     |         |                          
|Property operating                                                                    |                          | 52,764                              |         | 45,970                   
|Depreciation and amortization                                                         |                          | 60,561                              |         | 49,543                   
|Real estate taxes                                                                     |                          | 32,583                              |         | 27,549                   
|Repairs and maintenance                                                               |                          | 19,087                              |         | 12,983                   
|Advertising and promotion                                                             |                          | 7,585                               |         | 7,049                    
|Provision for credit losses                                                           |                          | 1,088                               |         | 2,566                    
|Other                                                                                 |                          | 6,287                               |         | 4,825                    
|                                                                                      |                          |                                     |         |                          
|                                                                                      | Total operating expenses |                                     | 179,955 |                          
|                                                                                      |                          |                                     |         |                          
|Operating Income                                                                      |                          | 140,341                             |         | 117,516                  
|Interest Expense                                                                      |                          | 85,920                              |         | 75,819                   
|                                                                                      |                          |                                     |         |                          
|Income Before Unconsolidated Entities                                                 |                          | 54,421                              |         | 41,697                   
|Income from unconsolidated entities                                                   |                          | 1,507                               |         |                         
|                                                                                      |                          |                                     |         |                          
|Income From Continuing Operations                                                     |                          | 55,928                              |         | 41,697                   
|Income from Discontinued Joint Venture Partnerships                                   |                          | 4,469                               |         | 4,956                    
|                                                                                      |                          |                                     |         |                          
|Income Before Extraordinary Items and Cumulative Effect of Accounting Change ("IBEC") |                          | 60,397                              |         | 46,653                   
|Extraordinary Items                                                                   |                          |                                    |         | (75)                     
|Cumulative Effect of Accounting Change                                                |                          |                                    |         |                         
|                                                                                      |                          |                                     |         |                          
|Net Income                                                                            |                          | $60,397                             |         | $46,578                  
|                                                                                      |                          |                                     |         |                          
|Third-Party Investors' Share of IBEC                                                  |                          | 35,789                              |         | 27,787                   
|                                                                                      |                          |                                     |         |                          
|Simon Group's Share of IBEC                                                           |                          | $24,608                             |         | $18,865                  
|Amortization of Excess Investment                                                     |                          | 5,719                               |         | 6,002                    
|                                                                                      |                          |                                     |         |                          
|Income from Unconsolidated Entities                                                   |                          | $18,889                             |         | $12,863                  
|                                                                                      |                          |                                     |         |                          

The balance sheet and results of operations of the Management Company are excluded from the tables above. Simon Group's net investment in the
Management Company, excluded from the tables above, was $88,445 as of June 30, 2002 and $107,719 as of December 31, 2001. Simon Group's share of the Management Company's

16

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consolidated and MerchantWired LLC's net income (loss) after intercompany profit eliminations is presented below for the periods indicated:

|                                                                  |  | For the Three Months Ended
June 30, |         | For the Six Months Ended
June 30, |  
|----------------------------------------------------------------- |  | ----------------------------------- | ------- | --------------------------------- | -
|
|Simon Group's share of:                                           |  |                                     |         |                                   |  
|Management Company income excluding losses from MerchantWired LLC |  | $                                   | 6,656   |                                   | $
|Losses from MerchantWired LLC                                     |  |                                     | (24,471 | )                                 |  
|                                                                  |  |                                     |         |                                   |  
|Total net income (loss)                                           |  | ($                                  | 17,815  | )                                 | $
|                                                                  |  |                                     |         |                                   |  

The losses from MerchantWired LLC presented above and in the accompanying combined statements of operations and comprehensive income represent
Simon Group's indirect share of the operating losses of MerchantWired LLC and the write-off of its investment in MerchantWired LLC. All of these items are presented net of the income tax
benefits received by the Management Company.

The
members of MerchantWired LLC, including an affiliate of the SPG Operating Partnership, agreed to sell all their collective membership interests in MerchantWired LLC under the terms
of a definitive agreement with Transaction Network Services, Inc ("TNSI"). The transaction was expected to close in the second quarter of 2002, but in June 2002, TNSI unexpectedly informed the
members of MerchantWired LLC that it would not complete the transaction. As a result, MerchantWired LLC is shutting down its operations and transitioning its customers to alternate service providers
which is expected to be completed by September 3, 2002. Accordingly, the Management Company wrote-off its investment in and advances to MerchantWired LLC that resulted in Simon
Group's share of a $22.5 million write-off, net of tax. Simon Group does not anticipate making further cash contributions to MerchantWired LLC.

The
SPG Operating Partnership, along with the other members of MerchantWired LLC, paid $49.5 million directly to a MerchantWired LLC vendor in order to satisfy a lease guarantee
obligation, of which the SPG Operating Partnership's share was $26.3 million. As a result of this transaction, the SPG Operating Partnership purchased the cable infrastructure ("Cable") and
therefore owns and controls the Cable in its properties. The carrying amount of the Cable as of June 30, 2002 is $19.3 million of which $16.4 million is included in "Investment
Properties, at cost" and $2.9 million is included in "Investments in unconsolidated entities, at equity" and will be amortized over four years. The difference of $7.0 million between the
payment of the lease guarantee obligation and the carrying amount of the Cable is included in the $22.5 million write-off, net of tax, discussed above. The SPG Operating Partnership
intends to use the Cable, which will benefit its current and future operations, either directly or indirectly.

On
March 1, 2001, Kimco Realty Corporation lead the formation of a limited liability company, Kimsward LLC ("Kimsward"). Kimsward acquired the right from the Bankruptcy Court to
designate persons or entities to whom the Montgomery Ward LLC real estate assets were to be sold. For the six-months ended June 30, 2001 the Management Company recorded
$9.7 million of equity in income from Kimsward. In addition, the SPG Operating Partnership charged the Management Company a $5.7 million fee for services rendered to the Management
Company in connection with the Kimsward transactions.

8.    Debt

Simon Group had combined consolidated debt of $9.6 billion as of June 30, 2002, of which $7.3 billion was fixed-rate debt,
bearing interest at a weighted average rate of 7.1% and $2.3 billion was variable-rate debt bearing interest at a weighted average rate of 3.0%.

17

---

On February 28, 2002, Simon Group refinanced a $150 million term loan, with essentially the same terms, extending its maturity date to February 28, 2003 with the
option to exercise a one-year extension of the maturity date available at Simon Group's option.

On
March 15, 2002, Simon Group retired $250.0 million of 9% bonds with proceeds from its $1.25 billion unsecured corporate credit facility.

On
April 16, 2002, Simon Group refinanced its existing $1.25 billion unsecured corporate credit facility (the "Credit Facility"). As a result, the Credit Facility's
maturity date was extended to April 16, 2005 with a one-year extension of the maturity date available at Simon Group's option. The Credit Facility continues to bear an interest rate
of LIBOR plus 65 basis points and provides for different pricing based upon Simon Group's corporate credit rating.

On
May 1, 2002, in connection with the Rodamco acquisition described in Note 11, Simon Group secured a $600 million 12-month acquisition credit facility
which bears interest at LIBOR plus 65 basis points. The balance on the acquisition credit facility as of June 30, 2002 was $425.0 million.

9.    Shareholders' Equity

During the first six months of 2002, the Companies issued 173,442 Paired Shares to limited partners in exchange for their Units. During the first six months of
2002, the Companies issued 584,823 Paired Shares related to employee stock options exercised. The net proceeds of approximately $13.7 million were used for general working capital purposes.

On
June 27, 2002, 49,821 shares of SPG's Series A Convertible Preferred Stock were converted into 1,892,967 Paired Shares. In addition, another 19,368 Paired Shares were
issued to the holders of the convertible shares in lieu of the cash dividends allocable to those preferred shares.

On
July 1, 2002 the Companies issued 9,000,000 Paired Shares. The net proceeds of $322.2 million were used to pay down the $600.0 million acquisition credit
facility.

10.    Commitments and Contingencies



Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about
November 9, 1999, Triple Five of Minnesota, Inc. ("Triple Five") commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others,
Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and Simon Group. The action was later removed to federal court. Two transactions form the
basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment
Company to the SPG Operating Partnership and related entities (the "Teachers Sale"); and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The
Chase Manhattan Bank ("Chase") that is secured by a mortgage placed on Mall of America's assets (the "Chase Mortgage"). The complaint, which contains twelve counts, seeks remedies of damages,
rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, Simon Group is specifically identified as a defendant in connection
with the Teachers Sale. On July 25, 2002 the Court heard arguments on the defendants' motion for summary judgment. Simon Group believes that the Triple Five litigation is without merit and
intends to defend the action vigorously. Simon Group believes that the Triple Five litigation will not have a material adverse effect on Simon Group. Given that the case is still in
pre-trial stage, it is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any.

Carlo Agostinelli 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, captionedCarlo Agostinelli et al. v. DeBartolo Realty Corp. et al.,Case No. 96CV02607. In Agostinelli, 27
former employees of DeBartolo Realty Corporation ("DRC") and DeBartolo Properties Management, Inc. ("DPMI") sued DRC, DPMI, and SPG
for an alleged breach of contract related to DRC's Stock Incentive Plan. After the Court of Appeals reversed summary judgment for the defendants, the trial court rendered judgment for the plaintiffs
in the combined total amount of approximately $12 million, with interest to run on the judgment. Both sides appealed the judgment, and on December 19, 2001, the Court of Appeals reversed
the trial court in part and remanded the case for a limited trial. Upon remand to the trial court, the parties reached an

18

---

agreement whereby all plaintiffs provided Defendants with written releases of their claims, filed a Satisfaction of Judgment, and Stipulation of Dismissal of the litigation in exchange for
Defendant's settlement payment of $14 million less applicable withholding for taxes. The final settlement resulted in an additional $3.1 million of expense for the six-months
ended June 30, 2002 and has been included in other expense in the accompanying combined statement of operations and comprehensive income. As a result of this settlement, Simon Group is relieved
of any other obligations under this litigation.

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



Simon Group has guaranteed, and therefore is contractually obligated to fund, $67.5 million of its total $2.3 billion share of joint venture debt.
Included in these guarantees, Simon Property Group, L.P. has guaranteed 30% of a $113.8 million construction loan at one of its joint venture properties that matured in June 2002. This
loan was extended for 45 days and now matures on August 14, 2002. Simon Property Group, L.P. is involved in discussions with its equity partner, the construction loan lender and other
potential lenders. Management expects the construction loan to be refinanced or the maturity date to be extended, however, obtaining the refinancing or extension will likely require additional equity
funding. Management believes that any additional investment will be realizable.



On September 30, 1999, Simon Property Group, L.P. entered into a multi-year contract with Enron Energy Services for Enron to supply or manage
all of the energy commodity requirements for the wholly-owned properties and many of Simon Group's joint venture properties. The contract includes electricity, natural gas and maintenance of energy
conversion assets and electrical systems including lighting. As a result of the December 2001 bankruptcy filing by Enron and Enron's failure to perform under the terms of the contract, Simon
Group assumed total control over the management of its energy assets throughout the Portfolio. This includes the purchase and payment of utilities and maintenance and repair of energy related
equipment. There has been no service interruption to Simon Group's malls or tenants. Although Enron has not formally rejected the contract, Simon Group does not anticipate adverse financial
consequences from the Enron bankruptcy.



Simon Group's portfolio-wide general liability and property insurance policies expired on December 31, 2001. Simon Group renewed these
policies, the cost of which is predominantly passed through to tenants, at similar coverage levels, but at price increases aggregating approximately 30% due to the impacts of September 11,
2001. All of the Portfolio Properties have insurance coverage for 2002. Terrorism insurance is excluded from Simon Group's new property coverage. During the first quarter of 2002, Simon Group
purchased two stand-alone policies of terrorism insurance, each with $100.0 million aggregate limits. One policy insures Mall of America and one is a blanket policy providing a
$100.0 million aggregate limit for the remainder of Simon Group's Portfolio Properties. These policies run through the remainder of 2002. As a result, all of the Properties within the Portfolio
are covered by terrorism insurance.

11.    Real Estate Disposals and Acquisitions

On April 1, 2002, Simon Group sold its ownership interest in Orlando Premium Outlets for a gross sales price of $76.3 million, including cash of
$46.6 million and its 50% share of $59.1 million of debt, resulting in a net gain of $39.0 million. Also during the second quarter, Simon Group made the decision to no longer
pursue certain development projects. As a result, Simon Group wrote-off the carrying amount of its predevelopment costs associated with these projects in the amount of
$17.1 million, which is included in "gains on sales of assets and other, net" in the accompanying unaudited statement of operations and comprehensive income.

Simon
Group had nine assets held for sale as of December 31, 2001. During the first six months of 2002, Simon Group sold its ownership interest in two community centers and two
regional malls. The two community centers were sold for a net sales price of $3.8 million, resulting in no gain or loss. In addition, during the second quarter of 2002,

19

---

Simon Group negotiated, in cooperation with the lenders, the sale of its ownership interests in one mall and deeded one mall to the lender in full satisfaction of the outstanding indebtedness. The
two malls were encumbered with $52.2 million of indebtedness. The net impact of these two transactions resulted in a net gain on debt forgiveness of $16.1 million which is reflected in
extraordinary items on the combined statements of operations and comprehensive income.

During
the first quarter of 2002, the SPG Operating Partnership signed a definitive agreement to purchase, jointly with Westfield America Trust ("Westfield") and The Rouse Company
("Rouse"), the partnership interests of Rodamco North America N.V. ("Rodamco") and its affiliates for $5.4 billion. On May 3, 2002, the SPG Operating Partnership acquired certain
partnership interests owned by Rodamco and its affiliates. The SPG Operating Partnership's portion of the acquisition includes the purchase of the remaining partnership interests in four of its
existing joint venture assets and new partnership interests in nine additional properties. The SPG Operating Partnership acquired these partnership interests as part of Simon Group's acquisition
strategy to acquire and own market dominant regional malls thereby increasing the quality of Simon Group's overall portfolio. The results of operations for the assets acquired have been included in
Simon Group's results of operations from May 3, 2002 to June 30, 2002.

The
offering price was EUR 2.5 billion for the 45.1 million outstanding shares of Rodamco stock, or EUR 55 per share, of which Simon Group's share was EUR
795.0 million or $720.7 million. Simon Group's share of the total consideration was $1.6 billion including the assumption of $579 million of debt and perpetual preferred
units. In addition, Simon Group funded $268.8 million to pay off its share of corporate level debt and unwind interest rate swap agreements. The value of the assets or partnership interests
acquired was determined using traditional real estate valuation methodologies. Simon Group's purchase allocation is preliminary and is expected to be completed by December 31, 2002.

Certain
assets acquired are held jointly by Rouse, Westfield and the SPG Operating Partnership. Some of these assets are considered held for sale. The SPG Operating Partnership, along
with Rouse and Westfield, are actively marketing these assets and management expects these assets to be sold within one year. The impact on results of operations from these assets was not material for
the period from May 3, 2002 to June 30, 2002. The purchase price allocation to these assets was based on Simon Group's estimate of the fair market value of these assets.

Concurrently
with the Rodamco acquisition, Simon Group sold two partnership interests acquired as part of the Rodamco acquisition and an existing partnership interest to Teacher's
Insurance and Annuity Association ("TIAA"). TIAA acquired partnership interests in these three properties for approximately $391.7 million, including approximately $198.0 million of cash
and approximately $193.7 million of debt assumed. The sale of the existing partnership interest resulted in a net gain of $25.1 million.

As
a result of the Rodamco acquisition and TIAA transaction, Simon Group consolidated five new partnership interests and accounts for six new partnership interests as joint ventures. In
addition, certain other assets held jointly by Simon Group, Rouse and Westfield are accounted for as joint ventures.

20

---



The following unaudited pro forma summary financial information combines the consolidated results of SPG and SRC as if the Rodamco acquisition and the TIAA sale
had occurred as of January 1, 2001, and were carried forward through June 30, 2002. 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 Rodamco acquisition had been consumated at January 1, 2001,
nor does it purport to represent the results of operations for future periods.

|                                                                                                 |  | Three Months
Ended June 30,
2002(1) |         | Three Months
Ended June 30,
2001 |   | Six Months
Ended June 30,
2002(1) |  | Six Months
Ended June 30,
2001
|------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ------- | -------------------------------- | - | --------------------------------- |  | ------------------------------
|Total revenue                                                                                    |  | $                                   | 525,731 |                                  | $ | 503,321                           |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Income from unconsolidated entities                                                              |  | $                                   | 24,672  |                                  | $ | 15,000                            |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Income before extraordinary items and cumulative effect of accounting change                     |  | $                                   | 242,019 |                                  | $ | 65,817                            |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Income before allocation to limited partners                                                     |  | $                                   | 258,158 |                                  | $ | 65,819                            |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Net income available to common shareholders                                                      |  | $                                   | 174,483 |                                  | $ | 33,739                            |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Income before extraordinary items and cumulative effect of accounting change per share  basic   |  | $                                   | 0.92    |                                  | $ | 0.20                              |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Income before extraordinary items and cumulative effect of accounting change per share  diluted |  | $                                   | 0.91    |                                  | $ | 0.20                              |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Net income available to common shareholders per share  basic                                    |  | $                                   | 0.99    |                                  | $ | 0.20                              |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               
|Net income available to common shareholders per share  diluted                                  |  | $                                   | 0.98    |                                  | $ | 0.20                              |  | $                             
|                                                                                                 |  |                                     |         |                                  |   |                                   |  |                               

---

In connection with the Rodamco acquisition Simon Group entered into a series of hedging transactions to manage its EUR 795 million exposure
to fluctuations in the Euro currency. The total net gains were $7.1 million on hedging activities for the six-months ended June 30, 2002. As of March 31, 2002, one of
these transactions had a fair value loss and transaction costs of $5.4 million and was included in other expenses. The first quarter fair value loss of $4.7 million was reversed in other
expense during the three months ended June 30, 2002.

On
July 19, 2002, Simon Group purchased the remaining two-thirds interest in Copley Place in Boston, one of the Rodamco assets. The interest was purchased for
$241.4 million, including $118.3 million in cash and the assumption of $123.1 million of debt. The acquisition was funded with proceeds from the existing Credit Facility.

In
addition, Simon Group decided to divest all of its interests in the five value-oriented super-regional malls, which were accounted for as joint ventures, with the Mills Corporation,
who managed the properties. These assets are no longer part of Simon Group's on-going real estate ownership strategy. Simon Group sold these joint-venture interests to the Mills
Corporation for approximately $424.3 million including $150.9 million of cash and the assumption of approximately $273.4 million of joint-venture debt on May 31, 2002. The
transaction resulted in a gain of $123.3 million. Simon Group was also relieved of all guarantees of the indebtedness related to these five properties. In connection with this transaction, the
Management Company also sold its land partnership interests for $24.1 million that resulted in Simon Group's $8.4 million share of gains, net of tax, recorded in income from
unconsolidated entities.

21

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12.    New Accounting Pronouncements

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS
No. 141 further clarifies the criteria to recognize intangible assets separately from goodwill. SFAS No. 141 is effective for Simon Group for any business combination completed after
June 30, 2001. SFAS No. 142 requires that goodwill is no longer amortized but is reviewed annually, or more frequently if impairment indicators arise, for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives but with no maximum life. The amortization provisions of SFAS No. 142
apply to goodwill and intangible assets acquired by Simon Group after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, Simon Group adopted
SFAS No. 142 on January 1, 2002 at which time amortization of the remaining book value of goodwill ceased and the new impairment-only approach applies. The impact of adopting
SFAS No. 142 resulted in no impairment of Simon Group's goodwill and the impact also eliminates the amortization of goodwill thereby increasing Simon Group's income before allocation to limited
partners by approximately $1.2 million annually.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" that supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." In addition, SFAS No. 144 supersedes the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" for the disposal of a segment of a business. SFAS No. 144 is a broad statement that provides a framework for the evaluation of impairment of long-lived assets, the
treatment for assets held for sale or to be otherwise disposed of, and the reporting of discontinued operations. The effective date for adoption of SFAS No. 144 was January 1, 2002. SFAS
No. 144 requires Simon Group to reclassify any operations related to assets not classified as held for sale as of December 31, 2001 to discontinued operations. As of June 30,
2002, there are no other impacts of the adoption of SFAS No. 144.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical Corrections." Among
other items, SFAS No. 145 rescinds SFAS No. 4, "Reporting of Gains and Losses from Extinguishment of Debt" and "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements." As a result, gains and losses from extinguishment of debt should be classified as extraordinary items only if they meet the criteria of APB Opinion No. 30. Debt extinguishments
as part of a company's risk management strategy would not meet the criteria for classification as extraordinary items. Simon Group is currently evaluating the full impact of the adoption of SFAS
No. 145, however, the effects of this pronouncement may result in future gains and losses related to debt transactions to be classified in income from continuing operations. In addition, some
extraordinary items related to debt transactions recorded in prior periods, including those recorded in the current period, may need to be reclassified to income from continuing operations. SFAS
No. 145 is effective for fiscal years beginning after May 15, 2002 and early application is encouraged.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. COMBINED

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this Form 10-Q.
Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although we
believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our
actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited
to: national, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or
insolvency of tenants or otherwise, risks associated with acquisitions, the impact of terrorist activities, environmental liabilities, maintenance of REIT status, and changes in market rates of
interest. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

Overview

We are Simon Property Group, Inc. ("SPG"), a Delaware corporation, a self-administered and self-managed real estate investment
trust ("REIT"). Each share of common stock of SPG is paired ("Paired Shares") with 1/100th of a share of common stock of SPG Realty Consultants, Inc. ("SRC" and together with SPG,
the "Companies"). Simon Property Group, L.P. (the "SPG Operating Partnership") is the primary subsidiary of SPG. Units of ownership interest ("Units") in the SPG Operating Partnership are paired
("Paired Units") with Units 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. In this report, the terms "we", "us" and "our" refer to the Companies, the Operating Partnerships, and their subsidiaries.

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of June 30, 2002, we owned or held an interest in 251 income-producing properties in the United States, which consisted of 173 regional
malls, 70 community shopping centers, four specialty retail centers and four office and mixed-use properties in 36 states (the "Properties"). We also own 5 parcels of land held for future
development (together with the Properties, the "Portfolio" or the "Portfolio Properties"). In addition, we have ownership interests in eight additional retail real estate properties operating in
Europe and Canada. Our leases from retail tenants generate the majority of our revenues through:



We
also generate revenues due to our size and tenant relationships from:



The
SPG Operating Partnership also holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company").

A
REIT is a company that owns and, in most cases, operates income-producing real estate such as regional malls, community shopping centers, offices, apartments, and hotels. To qualify
as a REIT, a company must distribute at least 90 percent of its taxable income to its shareholders annually. Taxes are paid by shareholders on the dividends received and any capital gains. Most
states also follow this federal treatment and do not require REITs to pay state income tax. See further discussions on distributions in the Liquidity and Capital Resources section.

Results of Operations

The following property acquisitions and openings impacted our consolidated combined results of operations in the comparative periods. We opened
Bowie Towne Center in October 2001, completed the acquisition of certain

23

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partnership interests of Rodamco North America N.V. ("Rodamco") in May 2002, and sold interests in several Properties throughout the comparative periods (collectively the "Property
Transactions"). In addition, we opened Montreal Forum in May 2001, and in October 2001 acquired a 50% ownership interest in Fashion Valley Mall. See "Liquidity and Capital Resources" and
Note 11 of the accompanying Notes to Unaudited Financial Statements for additional information about acquisitions, openings and disposals during the comparative period. The following detailed
discussion of the changes in operating income excludes the Property Transactions.



Our change in operating income was impacted by the following positive items during 2002. Minimum rents, excluding our consolidated Simon Brand Venture ("SBV") and
Simon Business Network ("SBN") initiatives, increased $4.4 million during the period due to leasing of space at higher rents. In addition, temporary tenant income increased by
$2.1 million during the period due to our ability to rent unoccupied in-line space. Our operating income also includes a $7.0 million increase in outlot land parcel sales,
primarily at three Properties. In addition, our miscellaneous income increased by $3.7 million. The increase includes the impact of our hedges of the Rodamco acquisition which positively
impacted operating income by $12.5 million during the period, of which $7.8 million is included in other income and $4.7 million is included as an offset in other expense. The
acquisition and hedge transactions are described further in Note 11 of the accompanying Notes to Unaudited Financial Statements. This increase was offset by $5.7 million in fee income
recorded in 2001 associated with the Kimsward transaction charged to the Management Company as described in Note 7 of the accompanying Notes to Unaudited Financial Statements. Provision for
credit losses decreased $0.9 million primarily due to recoveries from bankrupt tenants. Net tenant reimbursements were essentially flat for the quarter, which includes the increase in insurance
costs noted below. The change in operating income includes the net positive impact of the Property Transactions of $4.9 million.

These
positive items realized in operating income were offset by a $7.8 million increase in depreciation and amortization, primarily due to increased tenant cost amortization
and, to a lesser extent, an increase in depreciable real estate resulting from renovation and expansion activities. Our property operating expenses increased primarily due to increased insurance costs
of $3.5 million, which were anticipated and most of which is recoverable from tenants. In addition, we incurred $2.1 million of expense related to a litigation settlement included in
other expenses and as described in Note 10 of the accompanying Notes to Unaudited Financial Statements. Lease settlement income decreased $4.0 million due to significant settlements
received in 2001. Interest income decreased $0.9 million during 2002 due to the lower interest rate environment.

Interest
expense during 2002 increased $0.7 million, or 0.4% compared to the same period in 2001. This increase includes $5.9 million related to the borrowings used to
fund the Rodamco acquisition and the assumption of consolidated property level debt resulting from the Rodamco acquisition during 2002 which was offset by lower interest rate levels.

Income
from unconsolidated entities increased $7.0 million in 2002, resulting from a $6.0 million increase in income from unconsolidated partnerships and joint ventures,
and a $1.0 million increase in income from the Management Company before losses from MerchantWired LLC. The increase in joint venture income related to the Rodamco acquisition in
May 2002, Fashion Valley Mall in October 2001, and lower interest rates.

Income
from the Management Company before losses from MerchantWired LLC increased due to our $8.4 million share of the gain, net of tax, associated with the sale of land
partnership interests to the Mills Corporation. This was offset by $4.0 million of income recorded in 2001 from the Kimsward transaction, net of fees charged by the SPG Operating Partnership.
The loss from MerchantWired, LLC increased $19.9 million, net. This includes our $22.5 million share of the net write-off of our investment in MerchantWired LLC in 2002,
offset by a $2.6 million net decrease in operating losses.

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The
following table summarizes our net gain on sales of assets and other for the second quarter of 2002 (in millions) which are also described in more detail Note 11 of the
accompanying Notes to Unaudited Financial Statements:

|Asset                      |  | Type (number of properties)            |  | Net Proceeds  |  | Gain/(Loss)  
|-------------------------- |  | -------------------------------------- |  | ------------- |  | -------------
|Orlando Premium Outlets    |  | Specialty retail center (1)            |  | $        46.7 |  | $        39.0
|Mills Properties (a)       |  | Value-oriented super-regional mall (5) |  | 150.7         |  | 123.3        
|Asset held for sale        |  | Community center (1)                   |  | 0.9           |  | 0.0          
|TIAA Transaction (Note 11) |  | Regional mall (3)                      |  | 198.0         |  | 25.1         
|Other (b)                  |  | Pre-development costs                  |  | n/a           |  | (17.1)       
|                           |  |                                        |  |               |  |              
|                           |  |                                        |  | $      396.3  |  | $      170.3 
|                           |  |                                        |  |               |  |              



During 2002 we recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls, see
Note 11 of the accompanying Notes to Unaudited Financial Statements.

Income
before allocation to limited partners was $256.4 million in 2002, which reflects an increase of $186.4 million, or 266.4% over 2001, primarily for the reasons
discussed above. Income before allocation to limited partners was allocated to the Companies based on SPG's direct ownership of Ocean County Mall and certain net lease assets,
and the Companies' preferred Unit preferences and weighted average ownership interests in the Operating Partnerships during the period. The Companies' weighted average direct and indirect ownership
interest in the Operating Partnerships was 73.1% for the three-month period ended June 30, 2002 and 72.4% for the three-month period ended June 30, 2001.



Our change in operating income was impacted by the following positive items during 2002. Minimum rents, excluding our consolidated SBV and SBN initiatives,
increased $4.5 million during the period due to increased regional mall average base rent per square foot ("psf") and leasing spreads of $7.37 psf. The leasing spread includes new regional
store leases signed at an average of $39.55 psf initial base rents as compared to $32.18 psf for regional mall store leases terminating or expiring in the same period. In addition, temporary tenant
income increased by $2.8 million during the period due to our ability to rent unoccupied in-line space. Our operating income also includes a $13.7 million increase in outlot
land parcel sales, primarily at five Properties. In addition, our miscellaneous income increased by $3.7 million. The increase includes the impact of our hedges of the Rodamco acquisition,
which positively impacted operating income by $7.1 million during the period of which $7.8 million is included in other income and $0.7 million of expense is included in other
expenses. The acquisition and hedge transactions are described further in Note 11 of the accompanying Notes to Unaudited Financial Statements. This increase was offset by $5.7 million in
fee income recorded in 2001 associated with the Kimsward transaction charged to the Management Company. Provision for credit losses decreased $0.7 million due to recoveries from bankrupt
tenants. Net tenant reimbursements were essentially flat for the period, which includes the increase in insurance costs noted below. The change in operating income includes the net positive impact of
the Property Transactions of $6.1 million.

These
positive items realized in operating income were offset by an $11.0 million increase in depreciation and amortization primarily due to increased tenant cost amortization
and, to a lesser extent, an increase in depreciable real estate resulting from renovation and expansion activities. Our property operating expenses increased primarily due to increased insurance costs
of $6.5 million, which was anticipated and most of which is recoverable from tenants. Revenues from our consolidated SBV and SBN initiatives decreased $6.7 million primarily due to a
contract termination payment recognized in 2001. In addition, we incurred $3.1 million of expense related to a litigation settlement included in other expenses as described in Note 10 of
the accompanying Notes to Unaudited Financial Statements. Interest income decreased $2.9 million during 2002 due to the lower interest rate environment. Overage rents decreased
$1.5 million resulting from lower sales levels.

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Interest expense during 2002 decreased $9.4 million, or 3.1% compared to the same period in 2001. This decrease resulted from lower variable interest rate levels which were
offset by $5.9 million related to the borrowings used to fund the Rodamco acquisition and the assumption of consolidated property level debt resulting from the Rodamco acquisition during 2002.

Income
from unconsolidated entities increased $10.9 million in 2002, resulting from an $11.3 million increase in income from unconsolidated partnerships and joint
ventures, and a $0.4 million decrease in income from the Management Company before losses from MerchantWired LLC. The increase in joint venture income related to lower interest rates, the
Rodamco acquisition in May 2002, and Fashion Valley Mall in October 2001.

Income
from the Management Company before losses from MerchantWired LLC increased due to our $8.4 million share of the gain, net of tax, associated with the sale of land
partnership interests to the Mills Corporation. This was offset by $4.0 million of income recorded in 2001 from the Kimsward transaction, net of fees charged by the SPG Operating Partnership.
Losses from MerchantWired, LLC increased $26.0 million, net. This includes our share of a $4.2 million net impairment charge on certain technology assets and the $22.5 million net
write-off of our investment in MerchantWired, LLC.

Our
gains on sales of assets and other, net, of $170.3 million for the six months ended June 30, 2002 include the amounts previously discussed in the three months ended
June 30, 2002. In addition to those transactions we sold one of our assets held for sale which resulted in $2.9 million of net proceeds and resulted in no gain or loss. In 2001, we
recognized a net gain of $2.7 million on the sale of one regional mall, one community center, and one office building from net proceeds of approximately $19.6 million.

During
2002 we recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls. Net proceeds from these disposals were
$3.6 million. In 2001 we recorded a $1.6 million expense as a cumulative effect of an accounting change, which includes our $1.4 million share from unconsolidated entities, due to
the adoption of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities," as amended. See Note 6 in the accompanying Notes to Unaudited Financial Statements for
discussions of the cumulative effect of accounting changes.

Income
before allocation to limited partners was $316.8 million in 2002, which reflects an increase of $184.7 million, or 139.8% over 2001, primarily for the reasons
discussed above. Income before allocation to limited partners was allocated to the Companies based on SPG's direct ownership of Ocean County Mall and certain net lease assets, and the Companies'
preferred Unit preferences and weighted average ownership interests in the Operating Partnerships during the period. The Companies' weighted average direct and indirect ownership interest in the
Operating Partnerships was 73.0% for the six months ended June 30, 2002 and 72.4% for the six months ended June 30, 2001.

Liquidity and Capital Resources

Our balance of unrestricted cash and cash equivalents was $223.3 million as of June 30, 2002, including $64.4 million related
to our gift certificate program, which we do not consider available for general working capital purposes. During the second quarter we refinanced our $1.25 billion unsecured revolving credit
facility (the "Credit Facility") which had available credit of $620.4 million at June 30, 2002. The Credit Facility bears interest at LIBOR plus 65 basis points and provides for
different pricing based upon our corporate credit rating. The Credit Facility has an initial maturity of April 2005, with an additional one-year extension available at our option.
SPG and the SPG Operating Partnership also have access to public equity and debt markets. Our current corporate ratings are Baa1 by Moody's Investors Service and Bbb+ by Standard & Poor's.

On
July 1, 2002, we issued 9,000,000 Paired Shares partially to meet the needs of index funds to purchase the Paired Shares after our addition to the S&P 500 Index as well as to
permanently finance the Rodamco acquisition. The net proceeds of $322.2 million were used to reduce the outstanding balance of the $600.0 million acquisition credit facility.

We
anticipate that cash generated from operating performance will provide the funds we need on a short- and long-term basis for operating expenses, interest expense on
outstanding indebtedness, recurring capital expenditures, and distributions to shareholders in accordance with REIT requirements. Through June 30, 2002, our cash flow from operations and
distributions from joint ventures included in investing activities totaled $355.4 million. Sources of capital for nonrecurring capital expenditures, such as major building renovations and
expansions, as well as for

26

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scheduled principal payments, including balloon payments, on outstanding indebtedness are expected to be obtained from:



These
sources may be negatively impacted by the bankruptcy of tenants, declines in occupancy at our malls, or the inability to refinance properties due to downturns in the interest rate
environment. However, we expect to be able to replace any departing tenants and execute our planned refinancing activities.



The following table summarizes the material aspects of our future obligations:

|(thousands)              |                    | Through
December 31, 2002 |         | 2003  2004 |   | 2005  2007 |           | After 2007 |           | Total    
|------------------------ | ------------------ | ------------------------- | ------- | ----------- | - | ----------- | --------- | ---------- | --------- | ---------
|Long Term Debt           |                    |                           |         |             |   |             |           |            |           |          
|                         | Consolidated (1)   |                           | $       | 85,977      |   | $           | 3,225,467 |            | $         | 3,615,213
|                         | Joint Ventures (1) |                           |         | 62,691      |   |             | 384,433   |            |           | 904,880  
|                         |                    |                           |         |             |   |             |           |            |           |          
|Total Long Term Debt     |                    |                           | 148,668 |             |   | 3,609,900   |           |            | 4,520,093 |          
|Ground Lease commitments |                    |                           | 4,168   |             |   | 15,629      |           |            | 23,110    |          
|                         |                    |                           |         |             |   |             |           |            |           |          
|Total                    |                    | $                         | 152,836 |             | $ | 3,625,529   |           | $          | 4,543,203 |          
|                         |                    |                           |         |             |   |             |           |            |           |          

(1)    Represents our pro rata share of principal maturities and excludes net premiums and
discounts.

The debt of our joint ventures is the liability of the joint venture partnerships and is typically secured by the joint venture Property. We have
guaranteed and therefore are contractually obligated to fund $67.5 million of our total $2.3 billion share of joint venture debt stated above. Included in these guarantees, we have
guaranteed 30% of a $113.8 million construction loan at one of the joint venture Properties, which matures in August 2002. We are
involved in discussions with our equity partner, the construction loan lender and other potential lenders. We expect the construction loan to be refinanced or the maturity date to be extended,
however, obtaining the refinancing or extension will likely require additional equity funding. We believe that any additional investment will be realizable.

We
had combined consolidated debt of $9.6 billion as of June 30, 2002, of which $7.3 billion was fixed-rate debt, bearing interest at a weighted average
rate of 7.1% and $2.3 billion was variable-rate debt bearing interest at a weighted average rate of 3.0%. As of June 30, 2002, we had interest rate protection agreements
related to $461.6 million of combined consolidated variable-rate debt. In addition, we had interest rate protection agreements effectively converting fixed rate debt to variable
related to $675.0 million of combined consolidated fixed rate debt. Our interest rate protection agreements did not materially impact our interest expense or weighted average borrowing rates in
2002.

On
February 28, 2002, we refinanced our $150.0 million term loan, with essentially the same terms, extended its maturity date to February 28, 2003 with an
additional one-year extension of the maturity date available at our option. On March 15, 2002, we retired $250.0 million of 9% bonds with proceeds from the Credit Facility.

On
April 16, 2002, we refinanced our existing $1.25 billion unsecured corporate Credit Facility. As a result, the Credit Facility's maturity date was extended to
April 16, 2005 with a one-year extension of the maturity date available at our option. The Credit Facility continues to bear an interest rate of LIBOR plus 65 basis points and
provides for different pricing based upon our corporate credit rating.

On
May 1, 2002, in connection with the Rodamco acquisition described in Note 11, we secured a $600 million 12-month acquisition credit facility which
bears interest at LIBOR plus 65 basis points. The balance on this facility was $425.0 million as of June 30, 2002, but was subsequently reduced to $100.0 million in
July 2002 primarily with the proceeds of the equity offering described above.

Distributions.On May 8, 2002, the Company approved an increase in the annual combined distribution
rate to $2.20 per
Paired Share effective in the second quarter of 2002. The Companies declared a common stock dividend of

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$0.55 per share in the second quarter of 2002, which represents a 4.8% increase over the previous quarter. Dividends during 2001 aggregated $2.08 per Paired Share. Our required distributions
typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Future distributions will be determined based on actual
results of operations and cash available for distribution.



We continue to review and evaluate acquisition opportunities and will continue our focus on acquiring highly productive, market dominant regional malls. We
believe that acquisition activity is a component of our growth strategy. Amounts available under the Credit Facility, together with the ability to issue shares of common stock, Units and debt
securities, provide adequate means to finance certain acquisitions, if any. We cannot assure you that we will not be required to, or will not elect to, even if not required to, obtain funds from
outside sources, including the sale of debt or equity securities, to finance significant acquisitions, if any.

During
the first quarter 2002, the SPG Operating Partnership signed a definitive agreement to purchase, jointly with Westfield America Trust ("Westfield") and The Rouse Company
("Rouse"), the partnership interests of Rodamco and its affiliates for $5.4 billion. On May 3, 2002 the SPG Operating Partnership acquired certain partnership interests owned by Rodamco
and its affiliates. The offering price was EUR 2.5 billion for the 45.1 million outstanding shares of Rodamco stock, or EUR 55 per share, of which our share was EUR 795.0 million
or $720.7 million. Our share of the total consideration was $1.6 billion including the assumption of $579 million of debt and perpetual preferred units. In addition, after closing
we funded $268.8 million to pay off our share of corporate level debt and unwind interest rate swaps. Our portion of the acquisition includes the purchase of the remaining partnership interests
in four of our existing joint venture assets and new partnership interests in nine additional properties. We acquired these partnership interests as part of our acquisition strategy to acquire and own
market dominant regional malls thereby increasing the quality of our overall portfolio. Note 11 of the accompanying Notes to Unaudited financial statements provides additional details about
this acquisition.

Concurrently
with the Rodamco acquisition, we sold two partnership interests acquired as part of the Rodamco acquisition and an existing partnership interest to Teacher's Insurance and
Annuity Association ("TIAA"). TIAA acquired partnership interests in these three properties for approximately $391.7 million, including approximately $198.0 million of cash and
approximately $193.7 million of debt assumed. The sale of the existing partnership interest resulted in a net gain of $25.1 million.

Subsequent
to June 30, 2002, we purchased the remaining two-thirds interest in Copley Place in Boston, one of the Rodamco assets. The interest was purchased for
$118.3 million and the assumption of $123.1 million of debt. The acquisition was funded with proceeds from the existing Credit Facility.

In
connection with the Rodamco acquisition we entered into a series of hedges to manage our exposure to fluctuations in the Euro currency due to our EUR 795 million exposure. The
fluctuation in earnings from these hedging transactions was partially offset by changes in our final purchase price of the Rodamco acquisition. We believe that these derivative transactions were in
the best interest of our shareholders due to the magnitude of our currency exposure. Our hedges positively impacted our earnings by $7.1 million for the six months ended June 30, 2002
and $12.5 million for the three months ended June 30, 2002. The impact of our hedging activities is described in detail in Note 11 of the accompanying Notes to Unaudited Financial
Statements.



Our disposal activity is summarized in our discussion of the results of operations for the six months ended June 30, 2002 and is also described in
Note 11 of the accompanying Notes to Unaudited Financial Statements. The net proceeds of approximately $399.2 million from these disposals were used to fund the Rodamco acquisition, to
pay down indebtedness under our existing Credit Facility and $600.0 million acquisition credit facility, and for general working capital purposes. In addition to the Property sales described
above, as a continuing part of our long-term strategic plan, we continue to pursue the sale of our remaining non-retail holdings and a number of retail assets that are no
longer aligned with our strategic criteria, including five Properties currently under contract for sale. We may decide to sell Properties that are held for use, in which case the sale prices of these
assets may be less than the carrying value of the related assets.

28

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We pursue new development as well as strategic expansion and renovation activity when we believe the investment of our capital meets our risk adjusted return
criteria.

New Developments.Development activities are an ongoing part of our business. With no new developments
currently under
construction, we expect 2002 pre-development costs to be approximately $48 million.

Strategic Expansions and Renovations.One of our key objectives is to increase the profitability and
market share of the
Properties through the completion of strategic renovations and expansions. We invested approximately $118.2 million on redevelopment projects during 2001. We have some renovation and/or
expansion projects currently under construction, or in preconstruction development and expect to invest approximately $210 million on redevelopment in 2002.

International.The SPG Operating Partnership has a 32.3% ownership interest in European Retail
Enterprises, B.V. ("ERE"), that
is accounted for using the equity method of accounting. ERE also operates through a wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail real estate
developers, lessors and managers. Our current total investment in ERE and BEG, including subordinated debt, is approximately $74.9 million. The current estimated additional commitment,
including subordinated debt, is approximately $31.9 million. However, since our future commitments are subject to certain performance and other criteria, including our approval of development
projects, these additional commitments may vary. The agreements with BEG and ERE are structured to allow us to acquire an additional 28.6% ownership interest over time. As of June 30, 2002, BEG
and ERE had five Properties open in Poland and two in France.

Technology Initiatives.The members of MerchantWired LLC, including an affiliate of the Operating
Partnership, agreed to sell
all their collective membership interests in MerchantWired LLC under the terms of a definitive agreement with Transaction Network Services, Inc ("TNSI"). The transaction was expected to close in the
second quarter of 2002, but in June 2002, TNSI unexpectedly informed the members of MerchantWired LLC that it would not complete the transaction. As a result, MerchantWired LLC is shutting down
its operations and transitioning its customers to alternate service providers. Accordingly, we wrote-off our investment in and advances to MerchantWired which resulted in our share of a
$22.5 million write-off, net of tax. We do not anticipate making further cash contributions to MerchantWired LLC.

We,
along with the other members of MerchantWired LLC, purchased the cable infrastructure ("Cable") for $49.5 million in order to satisfy a lease guarantee obligation, of which
our share was $26.3 million. As a result of this transaction, we own and control the Cable in our properties. The carrying amount of the Cable as of June 30, 2002 is $19.3 million
of which $16.4 million is included in "Investment Properties, at cost" and $2.9 million is included in "Investments in unconsolidated entities, at equity" and will be amortized over four
years. The difference of $7.0 million between the payment of the lease guarantee obligation and the carrying amount of the Cable is included in the $22.5 million write-off,
net of tax, discussed above. We intend to use the Cable that will benefit our current and future operations either directly or indirectly.



Cash used in investing activities of $618.5 million for the six months ended June 30, 2002 includes acquisition and related costs of
$995.3 million, capital expenditures of $94.2 million, and investments in unconsolidated joint ventures of $32.6 million. Capital expenditures include development costs of
$11.8 million, renovation and expansion costs of $32.0 million and tenant costs and other operational capital expenditures of $50.4 million. These cash uses are partially offset
by distributions from unconsolidated entities of $91.8 million, net proceeds of $402.8 million from the sale of assets previously mentioned, net investment of the Management Company of
$7.3 million, and cash from acquisitions of $1.7 million.

Cash
provided by financing activities for the six months ended June 30, 2002 was $318.3 million and includes net loan proceeds of $581.6 million and net
distributions of $263.3 million.

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EBITDA  Earnings from Operating Results before Interest, Taxes, Depreciation and Amortization

We believe that there are several important factors that contribute to our ability to increase rent and improve profitability of our shopping
centers, including aggregate tenant sales volume, comparable sales per square foot, occupancy levels and tenant occupancy costs. Each of these factors has a significant effect on EBITDA. We believe
that EBITDA is an effective measure of shopping center operating performance because:



However,
you should understand that EBITDA:



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:

|                                                    |  | For Six Months Ended June 30, | 
|--------------------------------------------------- |  | ----------------------------- | 
|
|Consolidated Properties                             |  | $    650.1                    | 
|Unconsolidated Properties                           |  | 433.6                         | 
|                                                    |  |                               | 
|Total Portfolio Properties (1)                      |  | $  1,083.7                    | 
|                                                    |  |                               | 
|After minority interest (2)                         |  | $    817.2                    | 
|                                                    |  |                               | 
|Operating profit margin of the
Portfolio Properties |  | 64.1%                         | 



Portfolio EBITDA in the first six months of 2002 continued to grow despite the slowing economic environment. Offsetting the slowing economic
trends was the $9.4 million decrease in interest expense in 2002 from 2001 as a result of the lower interest rate environment. The interest leverage inherent in the mall business acts as a
natural hedge in a weakening economy, in which it is more difficult to sustain operating profits. A lower interest rate environment generally cushions the impact of soft-core business
fundamentals.

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FFO - Funds from Operations

FFO is an important and widely used measure of the operating performance of REITs, which provides a relevant basis for comparison among REITs. FFO, as defined by
NAREIT, means consolidated net income:



Effective
January 1, 2000, we adopted NAREIT's clarification in the definition of FFO, which requires the inclusion of the effects of nonrecurring items not classified as
extraordinary, cumulative effect of accounting change or resulting from the sales of depreciable real estate. However, we also exclude from FFO write-off of technology investments and
impairment of investment properties. In addition, FFO:



The
following summarizes our FFO and that of the Companies and reconciles our combined income before extraordinary items and cumulative effect of accounting change to our FFO for the
periods presented:

|                               |                                                                              | For the Three Months Ended
June 30,                                                |          | For the Six Months Ended
June 30,
|------------------------------ | ---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | -------- | ---------------------------------
|
|
|Our FFO                        |                                                                              | $216,059                                                                           |          | $189,195                         
|                               |                                                                              |                                                                                    |          |                                  
|Reconciliation:                |                                                                              |                                                                                    |          |                                  
|                               | Income before extraordinary items and cumulative effect of accounting change |                                                                                    | $240,221 |                                  
|                               | Plus:                                                                        |                                                                                    |          |                                  
|                               |                                                                              | Depreciation and amortization from combined consolidated properties                |          | 116,087                          
|                               |                                                                              | Our share of depreciation and amortization from unconsolidated affiliates          |          | 36,946                           
|                               |                                                                              | (Gain) loss on sales of real estate and other, net                                 |          | (170,307)                        
|                               |                                                                              | Our share of impairment charge and write-off from MerchantWired, LLC, net of tax   |          | 22,517                           
|                               |                                                                              | Less:                                                                              |          |                                  
|                               |                                                                              | Management Company gain on sale of real estate, net                                |          | (8,400)                          
|                               |                                                                              | Minority interest portion of depreciation and amortization and extraordinary items |          | (1,834)                          
|                               |                                                                              | Preferred distributions (Including those of subsidiaries)                          |          | (19,171)                         
|                               |                                                                              |                                                                                    |          |                                  
|Our FFO                        |                                                                              | $216,059                                                                           |          | $189,195                         
|                               |                                                                              |                                                                                    |          |                                  
|FFO allocable to the Companies |                                                                              | $158,074                                                                           |          | $137,530                         
|                               |                                                                              |                                                                                    |          |                                  

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Portfolio Data

Operating statistics give effect to newly acquired properties beginning in the year of acquisition. Operating statistics do not include those properties located
outside of the United States. The following table summarizes some of the key operating statistics for our regional malls we feel are necessary to understand our business and include the impact of the
Rodamco acquisition:

|                                  |  | For the Six Months Ended June 30, |       |  |      | 
|--------------------------------- |  | --------------------------------- | ----- |  | ---- | 
|
|Occupancy                         |  |                                   | 91.5% |  |      | 
|Average Base Rent per Square Foot |  | $                                 | 30.03 |  | 4.1% | 
|Comparable Sales Per Square Foot  |  | $                                 | 390.2 |  | 0.7% | 

Occupancy Levels and Average Base Rents.Occupancy and average base rent is based on
mall and freestanding gross leasable area ("GLA") owned by the Operating Partnerships ("Owned GLA") at mall and freestanding stores in the regional malls and all tenants at community shopping centers.
We believe the consistent level in regional mall occupancy is a result of the overall quality of our Portfolio. The result of changes in occupancy has a direct or indirect impact in nearly every
category of revenue. Our Portfolio has maintained consistent occupancy and increased average base rents even in the difficult economy in 2002.

Comparable Sales per Square Foot.Sales Volume includes total reported retail sales at Owned GLA in the
regional malls and all
reporting tenants at community shopping centers. Retail sales at Owned GLA affect revenue and profitability levels because they are a component in determining 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.

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, our earnings are generally highest in the fourth
quarter of each year.

Energy Management Services

On September 30, 1999, Simon Property Group, L.P. entered into a multi-year contract with Enron Energy Services for Enron to supply or manage
all of the energy commodity requirements for our wholly-owned properties and many of the joint venture properties. As a result of the December 2001 bankruptcy filing by Enron and Enron's
failure to perform under the terms of the contract, we assumed total control over the management of its energy assets throughout the Portfolio, including the purchase and payment of utilities and
maintenance and repair of energy related equipment. The majority of these costs and expenses are recoverable from our tenants.

In
addition, as part of our original agreement with Enron we required that it contract with our existing service providers for the maintenance and repair work on our energy assets. This
allowed us to convert back to our prior contractual agreements while keeping the same work force and scope of work. There was no service interruption to any of our malls or tenants, and we are once
again actively self-managing our energy business, just as we had done prior to the Enron contract. Enron has not formally rejected our contract yet, although we expect that to occur. We do
not anticipate adverse financial consequences from the Enron bankruptcy and ultimate rejection of our contract.

Insurance

Our portfolio-wide general liability and property insurance policies expired on December 31, 2001. We renewed these policies, the cost of which
is predominantly passed through to tenants, at similar coverage levels, but at price increases aggregating approximately 30% due to the impacts of September 11, 2001. All of the Portfolio
Properties have insurance coverage for 2002. The exception to coverage levels is in the area of terrorism, which is now excluded from our new property coverage. To offset the drastic increases in
insurance costs, we have taken measures in an attempt to keep overall recoverable costs down to ensure that tenant costs per square foot do not increase significantly,

32

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though we cannot assure you that these efforts will succeed. During the first quarter of 2002, we purchased two stand-alone policies of terrorism insurance, each with $100.0 million aggregate
limits. One policy insures Mall of
America and one is a blanket policy providing a $100.0 million aggregate limit for the remainder of our Portfolio Properties. These policies run through the end of 2002. As a result, all of our
Properties are covered by terrorism insurance.

Retail Climate and Tenant Bankruptcies

Retailer bankruptcy filings are normal in the course of our operations. Although the overall retail environment is improving, it is still softer than normal. We
are currently releasing the vacant spaces lost due to tenant terminations. Pressures which affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth and a
continuing soft economic cycle may impact our ability to retenant property vacancies resulting from store closings or bankruptcies.

The
geographical diversity of our Portfolio mitigates some of our risk in the event of an economic downturn. In addition, the diversity of our tenant mix also is a factor because no
single retailer represents either more than 2.2% of total GLA or more than 5.3% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities
for us to release spaces at higher rents to tenants with enhanced sales performance. Our previously demonstrated ability to successfully retenant anchor and in line store locations reflects our
resilience to fluctuations in economic cycles. While these factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, successful execution of a releasing
strategy is not assured.

Item 3.    Qualitative and Quantitative Disclosure About Market Risk

Sensitivity Analysis.We manage our exposure to interest rate risk by a combination of interest rate
protection agreements to
effectively fix or cap a portion of our variable rate debt or, in the case of a fair value hedge, to effectively convert fixed rate debt to variable rate debt and by refinancing fixed rate debt at
times when rates and terms are appropriate. Our combined future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily
LIBOR. Based upon consolidated indebtedness and interest rates at June 30, 2002, a 0.50% increase in the market rates of interest would decrease annual future earnings and cash flows by
approximately $10.6 million, and would decrease the fair value of debt by approximately $470.6 million. A 0.50% decrease in the market rates of interest would increase annual future
earnings and cash flows by approximately $10.6 million, and would increase the fair value of debt by approximately $540.0 million.

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Part II  Other Information

Item
1: Legal Proceedings

Please
refer to Note 10 of the accompanying Unaudited Notes Financial Statements for a summary of material pending litigation.

Item
2: Changes in Securities and Use of Proceeds





Item
4: Submissions of Matters to a Vote of Security Holders



The
following tables set forth the results of voting on these matters:

SPG:

|Matter:                                     |  | Number of Votes
FOR |  | Number of Votes
WITHHELD |  | Number of
Abstentions/
Broker-Non
Votes
|------------------------------------------- |  | ------------------- |  | ------------------------ |  | ---------------------------------------
|Election of Directors:                      |  |                     |  |                          |  |                                        
|Birch Bayh                                  |  | 128,425,322         |  | 4,904,814                |  | 0                                      
|Melvyn E. Bergstein                         |  | 123,953,520         |  | 9,376,616                |  | 0                                      
|Hans C. Mautner                             |  | 127,799,940         |  | 5,530,196                |  | 0                                      
|G. William Miller                           |  | 128,177,787         |  | 5,152,349                |  | 0                                      
|J. Albert Smith, Jr.                        |  | 119,510,196         |  | 13,819,940               |  | 0                                      
|Pieter S. van den Berg                      |  | 128,552,850         |  | 4,777,286                |  | 0                                      
|Philip J. Ward                              |  | 121,033,213         |  | 12,296,923               |  | 0                                      
|Amendment to the 1998 Stock Incentive Plan: |  | 121,186,901         |  | 11,818,996               |  | 324,239                                
|Consideration of stockholder proposal:      |  | 63,449,591          |  | 49,494,096               |  | 18,533,100                             

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SRC:

|Matter:                                     |  | Number of Votes
FOR |  | Number of Votes
WITHHELD |  | Number of
Abstentions/
Broker-Non
Votes
|------------------------------------------- |  | ------------------- |  | ------------------------ |  | ---------------------------------------
|Election of Directors:                      |  |                     |  |                          |  |                                        
|Birch Bayh                                  |  | 128,469,573         |  | 4,860,563                |  | 0                                      
|Melvyn E. Bergstein                         |  | 128,560,688         |  | 4,769,448                |  | 0                                      
|Hans C. Mautner                             |  | 128,209,971         |  | 5,120,165                |  | 0                                      
|G. William Miller                           |  | 128,537,711         |  | 4,792,425                |  | 0                                      
|Melvin Simon                                |  | 91,564,213          |  | 41,765,923               |  | 0                                      
|Herbert Simon                               |  | 87,165,541          |  | 46,164,595               |  | 0                                      
|David Simon                                 |  | 125,789,270         |  | 7,543,866                |  | 0                                      
|J. Albert Smith, Jr.                        |  | 120,819,309         |  | 12,510,827               |  | 0                                      
|Richard S. Sokolov                          |  | 127,980,288         |  | 5,349,848                |  | 0                                      
|Pieter S. van den Berg                      |  | 128,555,783         |  | 4,774,353                |  | 0                                      
|Philip J. Ward                              |  | 119,331,101         |  | 13,999,035               |  | 0                                      
|Amendment to the 1998 Stock Incentive Plan: |  | 121,186,901         |  | 11,818,996               |  | 324,239                                
|Consideration of stockholder proposal:      |  | 63,449,591          |  | 49,494,096               |  | 18,533,100                             

Members of the Board's of Directors whose term of office as director continued after the Annual Meeting other than those elected are Melvin Simon,
Herbert Simon, David Simon, Richard S. Sokolov, Frederick W. Petri and M. Denise DeBartolo York.

Item
6: Exhibits and Reports on Form 8-K



| |  | 3.1  |  | Amended and Restated By-laws of Simon Property Group, Inc.  
| |  | ---- |  | ------------------------------------------------------------
| |  | 3.2  |  | Amended and Restated By-laws of SPG Realty Consultants, Inc.
| |  | 99.1 |  | CEO Certification of Form 10-Q                              
| |  | 99.2 |  | CFO Certification of Form 10-Q                              



Five reports on Form 8-K were filed during the current period.

On
May 17, 2002 under Item 5  Other Events, the Companies reported that they made available additional ownership and operational information concerning the
Companies, the Operating Partnerships, and the properties owned or managed as of March 31, 2001, in the form of a Supplemental Information Package. A copy of the package was included as an
exhibit to the 8-K filing. In addition, the Companies reported that, on May 8, 2002, SPG issued a press release containing information on earnings as of March 31, 2001 and
other matters. A copy of the press release was included as an exhibit to the filing.

On
May 20, 2002 under Item 2  Acquisition or Disposition of Assets, SPG reported that on May 3, 2002, Simon Property Group, L.P., jointly acquired with the
Rouse Company and Westfield America Trust certain partnership interests owned by Rodamco North America N.V. for $5.4 billion, of which Simon Property Group, L.P.'s share was approximately
$1.6 billion. The Companies also reported information on the funding of the acquisition and the concurrent sale of certain partnership interests acquired as part of the acquisition.

On
June 10, 2002 under Item 4  Change in Registrants' Certifying Accountant, the Companies reported that on June 7, 2002, they decided to replace Arthur
Andersen LLP with Ernst & Young LLP as the Companies' independent accountants, effective June 10, 2002.

On
June 10, 2002 under Item 4  Change in Registrants' Certifying Accountant, the Companies reported that on June 7, 2002, Simon Property Group, L.P. (the Plan
Adminstator) decided to replace Arthur Andersen LLP with Ernst & Young LLP as the Simon Property Group and Adopting Entities Matching Savings Plan's independent accountants, effective
June 10, 2002.

On
June 27, 2002 under Item 2  Other Events, the Companies filed a report in connection with the public offering of 9,000,000 Paired Shares of common stock. The
underwriting agreement was included as an exhibit in the filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



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