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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001

|SIMON PROPERTY GROUP, INC.(Exact name of registrant as specified in its charter)Delaware
(State of incorporation)001-14469
(Commission File No.)046268599
(I.R.S. Employer Identification No.)
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) |  | SPG REALTY CONSULTANTS, INC.(Exact name of registrant as specified in its charter)Delaware
(State of incorporation)001-14469-01
(Commission File 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)(317) 636-1600
(Registrant's telephone number, including area code)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered pursuant to Section 12 (b) of the Act:

|Title of each class                                                                                                                                                                                |  | Name of each exchange
on which registered
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|Common stock, $0.0001 par value of Simon Property Group, Inc. paired with 1/100th of a beneficial interest in shares of common stock, par value $.0001 per share, of SPG Realty Consultants,
 Inc. |  | New York Stock Exchange                  
|6.5% Series B Convertible Preferred Stock, $.0001 par value                                                                                                                                        |  | New York Stock Exchange                  
|83/4% Series F Cumulative Redeemable Preferred Stock, $.0001 par value                                                                                                                             |  | New York Stock Exchange                  
|7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $.0001 par value                                                                                                                   |  | New York Stock Exchange                  

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

Indicate by check mark whether the Registrants (1) have 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 Registrants were required to file such reports), and (2) has been subject to such filing requirements for
the past
90 days.YESýNOo

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

The
aggregate market value of shares of common stock held by non-affiliates of the Registrants was approximately $5,183 million based on the closing market price on the New York
Stock Exchange for such stock on February 28, 2002. As of March 20, 2002, Simon Property Group, Inc. had 172,986,859; 3,200,000 and 4,000 shares of common stock, Class B
common stock and Class C common stock outstanding, respectively, which were paired with 1,761,909 shares of common stock, par value $0.0001 per share, of SPG Realty Consultants, Inc.
outstanding on that same date.

Documents
Incorporated By Reference

Portions
of the Registrants' Annual Report to Shareholders are incorporated by reference into Parts I, II and IV and portions of the Registrants' Proxy Statements in connection with their 2002 Annual
Meetings of Shareholders are incorporated by reference in Part III.

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SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
Annual Report on Form 10-K
December 31, 2001

TABLE OF CONTENTS

|Item No.   |  | Page No.                                                                             
|---------- |  | -------------------------------------------------------------------------------------
|Part I    
|1.         |  | Business                                                                             
|2.         |  | Properties                                                                           
|3.         |  | Legal Proceedings                                                                    
|4.         |  | Submission of Matters to a Vote of Security Holders                                  
|Part II   
|5.         |  | Market for the Registrants' Common Equity and Related Stockholder Matters            
|6.         |  | Selected Financial Data                                                              
|7.         |  | Management's Discussion and Analysis of Financial Condition and Results of Operations
|7A.        |  | Quantitative and Qualitative Disclosure About Market Risk                            
|8.         |  | Financial Statements and Supplementary Data                                          
|9.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|Part III  
|10.        |  | Directors and Executive Officers of the Registrants                                  
|11.        |  | Executive Compensation                                                               
|12.        |  | Security Ownership of Certain Beneficial Owners and Management                       
|13.        |  | Certain Relationships and Related Transactions                                       
|Part IV   
|14.        |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K                    
|Signatures |  | 38                                                                                   

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Part I

Item 1. Business



Who we are  Simon Property Group, Inc. ("SPG"), a Delaware corporation, is 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 of 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. The background and description of our business information required by this item is incorporated herein by reference to the Notes to Financial Statements, Note 1, paragraphs 1
through 8, on pages 51 and 52 of the 2001 Annual Report to Shareholders which is filed as Exhibit 13.1 to this Form 10-K.

As
of December 31, 2001, we owned or held an interest in 252 income-producing properties in the United States, which consisted of 166 regional malls, 72 community shopping
centers, five specialty retail centers, four office and mixed-use properties and five value-oriented super-regional malls in 36 states (the "Properties"). We also own 11 parcels of land
held for future development (together with the Properties, the "Portfolio" or the "Portfolio Properties"). In addition, we have ownership interests in seven additional retail real estate properties
operating in Europe and Canada.



Mergers and acquisitions have been a significant component of the growth and development of our business. Beginning with the merger with DeBartolo
Realty
Corporation in August of 1996 for approximately $3.0 billion, we have completed five major mergers and/or acquisitions that have helped shape the current organization. These acquisitions
included the merger with Corporate Property Investors, Inc., in 1998 for approximately $5.9 billion. Information regarding certain of these mergers and acquisitions is incorporated
herein by reference to the Notes to Financial Statements, Notes 3 and 4 (acquisitions portion only), on pages 52 to 53 of the 2001 Annual Report to Shareholders filed as Exhibit 13.1 to this
Form 10-K.

Subsequent
to December 31, 2001, we signed a definitive agreement to purchase, jointly with Westfield America Trust and The Rouse Company, the assets of Rodamco North America
N.V. for $5.3 billion. Our portion of the acquisition includes the purchase of the remaining ownership interests in four of our existing joint venture assets and new ownership interests in nine
additional properties. Our share of the purchase price is $1.55 billion including $570.0 million in debt and perpetual preferred stock assumed.



During 2001, regional malls (including specialty retail centers and retail space in the mixed-use Properties), community centers and the remaining
Portfolio comprised 92.2%, 4.9%, and 2.9%, respectively, of combined consolidated rent revenues and tenant reimbursements. The Properties contain an aggregate of approximately 187.4 million
square feet of gross leasable area ("GLA"), of which we own 111.3 million square feet ("Owned GLA"). More than 4,100 different retailers occupy more than 20,100 stores in the Properties. Total
estimated retail sales at the Properties in 2001 were approximately $39.0 billion.

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SPG
and a subsidiary of the SPG Operating Partnership are taxed as REITs under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable
Treasury regulations relating to REIT qualification. SPG is self-administered and self-managed and does not engage or pay a REIT advisor. SPG provides management, development,
leasing, accounting, finance and legal, design and construction expertise through its own personnel or, where appropriate, through outside professionals.



Our primary business objectives are to increase cash generated from operations per Paired Share and to increase the value of the Portfolio Properties.
We plan to
achieve these objectives through a variety of methods discussed below, although we cannot assure you that that we will achieve such objectives.

Leasing.We pursue an active leasing strategy that includes:



Management.We draw upon our expertise gained through management of a geographically diverse
Portfolio nationally recognized
as high quality retail and mixed-use Properties. In doing so, we seek to maximize cash flow through a combination of:



Acquisitions.As noted above, we expect to acquire certain assets from Rodamco North America, N.V.
in 2002. We may
selectively acquire other individual properties and portfolios of properties that meet our investment criteria as opportunities arise. We continue to review and evaluate a limited number of
acquisition opportunities and will continue our focus on acquiring highly productive, market dominant malls. We believe that acquisition activity is a component of our growth strategy.

Development in the United States.Our strategy is to selectively develop new properties in major
metropolitan areas that
exhibit strong population and economic growth. We opened one regional mall during 2001. This addition added approximately 0.6 million square feet of GLA to the Portfolio at a cost of
approximately $68.8 million. Currently there are no new developments under construction. We believe given the current economic environment there are no new developments that meet our
risk-reward criteria in order to commence development in the near term, especially in a weakening leasing economic environment.

We
also have direct or indirect interests in eleven parcels of land being held for future development in eight states totaling approximately 772 acres. We believe that we are well
positioned to pursue future development opportunities as conditions warrant.

Strategic Expansions and Renovations.One of our key objectives is to increase the profitability and
market share of the
Properties through strategic renovations and expansions. We invested approximately $118.2 million on redevelopment projects during 2001. We also have a number of renovation and/or expansion
projects currently either under construction or in preconstruction

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development. However, for the same reasons we are limiting development activities, we have reduced our renovation and expansion plans for the near term.

International Expansion.We believe the expertise we have gained through the development and
management of our domestic
Properties can be utilized in retail properties throughout the world. We intend to continue pursuing international opportunities on a selected basis to enhance shareholder value. There are risks
inherent in international business that may be beyond our control. These risks include the following risks that may have a negative impact on our results of operations:



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



We believe that we have a competitive advantage in the retail real estate business as a result of:



We
believe that the Portfolio is the largest, as measured by GLA, of any publicly traded REIT. In addition, we own more regional malls than any other publicly traded REIT. For these
reasons, we believe that we are the leader in our industry.

All
of the Portfolio Properties are located in developed areas. Certain of our Properties are of the same type and are within the same market area as other competitive properties. The
existence of competitive properties could have a material adverse effect on our ability to lease space and on the level of rents we can obtain.

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



General Compliance.We believe that the Portfolio Properties are in compliance, in all material
respects, with all Federal,
state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances. Nearly all of the Portfolio Properties have been subjected to Phase I or similar environmental
audits (which generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants. Phase I
environmental audits are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. These environmental audits have
not

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revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations. We cannot assure you that:



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

Underground Storage Tanks.Several of the Portfolio Properties contain, or at one time contained,
underground storage tanks
used to store waste oils or other petroleum products primarily related to auto services center establishments or emergency electrical generation equipment. We believe that regulated tanks have been
removed, upgraded or abandoned in place in accordance with applicable environmental laws. Site assessments have revealed certain soil and groundwater contamination associated with such tanks at some
of these Properties. Subsurface investigations (Phase II assessments) and remediation activities are either completed, ongoing, or scheduled to be conducted at such Properties. The cost of remediation
with respect to such matters has not been material and we do not expect these costs will have a material adverse effect on our results of operations.

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



At February 28, 2002 we and our affiliates employed approximately 4,170 persons at various centers and offices throughout the United States, of
which
approximately 1,590 were part-time. Approximately 940 of these employees were located at our headquarters.



We have comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to our Properties. The impact of the events of
September 11, 2001 has affected our insurance programs. Our insurance programs are discussed in detail in Item 7  Management's Discussion and Analysis of Financial
Condition and Results of Operations in this Form 10-K.



Our executive offices are located at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is
(317) 636-1600.

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Executive Officers of the Registrants

The following table sets forth certain information with respect to the executive officers of the Companies as of December 31, 2001.

|Name                  |  | Age |  | Position                                              
|--------------------- |  | --- |  | ------------------------------------------------------
|Melvin Simon(1)       |  | 75  |  | Co-Chairman                                           
|Herbert Simon(1)      |  | 67  |  | Co-Chairman                                           
|David Simon(1)        |  | 40  |  | Chief Executive Officer                               
|Hans C. Mautner       |  | 63  |  | Vice Chairman; Chairman, Simon Global Limited         
|Richard S. Sokolov    |  | 52  |  | President and Chief Operating Officer                 
|Randolph L. Foxworthy |  | 57  |  | Executive Vice President  Corporate Development      
|William J. Garvey     |  | 62  |  | Executive Vice President  Property Development       
|James A. Napoli       |  | 55  |  | Executive Vice President  Leasing                    
|John R. Neutzling     |  | 49  |  | Executive Vice President  Property Management        
|James M. Barkley      |  | 50  |  | General Counsel; Secretary                            
|Stephen E. Sterrett   |  | 46  |  | Executive Vice President and Chief Financial Officer  
|Drew Sheinman         |  | 44  |  | President  Simon Brand Ventures                      
|Joseph S. Mumphrey    |  | 50  |  | President  Simon Business Network                    
|John Rulli            |  | 45  |  | Senior Vice President and Chief Administrative Officer
|Andrew A. Juster      |  | 49  |  | Senior Vice President and Treasurer                   
|David Schacht         |  | 38  |  | Senior Vice President and Chief Information Officer   



Set forth below is a summary of the business experience of the executive officers of the Companies. The executive officers of the Companies serve
at the pleasure of the Board of Directors. For biographical information of Melvin Simon, Herbert Simon, David Simon, Hans C. Mautner, and Richard Sokolov, see Item 10 of this report.

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

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

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

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

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

Mr. Sterrett
serves as the Companies' Executive Vice-President and Chief Financial Officer. He joined MSA in 1989 and has held various positions with MSA.

Mr. Mumphrey
holds the position of President  Simon Business Network. He joined MSA in 1974 and has held various property and asset management
positions with MSA.

Mr. Juster
serves as the Companies' Senior Vice-President and Treasurer. He joined MSA in 1989 and has held various financial positions with MSA.

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Mr. Rulli
serves as the Companies' Senior Vice-President and Chief Administrative Officer. He joined MSA in 1988 and has held various positions with MSA.

Mr. Sheinman
holds the position of President  Simon Brand Ventures. He joined the Companies' in 1998 as Senior Vice President of Marketing and Business
Development.

Mr. Schacht
serves as the Companies' Senior Vice-President and Chief Information Officer. He joined the Companies in 1997 and has held various information technology
positions.

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Item 2. Properties



Our Properties primarily consist of regional malls and community shopping centers. Regional malls generally contain two or more anchors and a wide
variety of
smaller stores ("Mall" stores) located in enclosed malls connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 166 regional
malls range in size from approximately 300,000 to 2.8 million square feet of GLA, with all but four regional malls over 400,000 square feet. Our regional malls contain in the aggregate more
than 17,000 occupied stores, including over 650 anchors which are mostly national retailers. As of December 31, 2001, regional malls (including specialty retail centers and retail space in the
mixed-use Properties) represented 84.8% of total GLA, 79.3% of Owned GLA and 86.4% of total annualized base rent of the Properties.

Community
shopping centers are generally unenclosed and smaller than regional malls. Most of our 72 community shopping centers in the Properties range in size from approximately 50,000
to 600,000 square feet of GLA. Community shopping centers generally are of two types. First, we own traditional community centers that focus primarily on value-oriented and convenience goods and
services. These centers are usually anchored by a supermarket, drugstore or discount retailer and are designed to service a neighborhood area. Second, we own "power centers" that are designed to serve
a larger trade area and contain at least two anchors that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. As of December 31,
2001, community shopping centers represented 9.1% of total GLA, 10.8% of Owned GLA and 6.0% of the total annualized base rent of the Properties.

We
also have interests in five specialty retail centers, four office and mixed-use Properties and five value-oriented super-regional malls. The specialty retail centers
contain approximately 1,843,000 square feet of GLA and do not have anchors. These properties feature retailers and entertainment facilities in a distinctive shopping environment and location. The four
office and mixed-use Properties range in size from approximately 512,000 to 1,030,000 square feet of GLA. Two of these Properties are regional malls with connected office buildings, and
two are located in mixed-use developments and contain
primarily office space. The value-oriented super-regional malls range in size from approximately 1.0 million to 1.6 million square feet of GLA. These Properties combine retail outlets,
manufacturers' off-price stores and other value-oriented tenants. As of December 31, 2001, value-oriented super-regional malls represented 3.5% of total GLA, 5.8% of Owned GLA and
5.4% of the total annualized base rent of the Properties.

As
of December 31, 2001, approximately 91.9% of the Mall and Freestanding Owned GLA in regional malls, specialty retail centers and the retail space in the mixed use Properties
was leased, approximately 93.7% of the Owned GLA in the value-oriented super-regional malls was leased, and approximately 89.3% of Owned GLA in the community shopping centers was leased.

Of
our 252 Properties, we own 100% of 171 of the Properties and the remainder we hold as joint venture interests. We are the managing or co-managing general partner or
member of all but 15 of the Properties held as joint venture interests.

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Additional Information

The following table sets forth certain information, as of December 31, 2001, regarding the Properties:

|    |                | Name/Location                        |  | Ownership
Interest (Expiration
if Lease) (1) |  | Our Percentage
Interest (2) |  | Type
(3) |  | Year Built
or
Acquired |  | Total
GLA |     | Retail Anchors                                                            
|--- | -------------- | ------------------------------------ |  | -------------------------------------------- |  | --------------------------- |  | -------- |  | ---------------------- |  | --------- | --- | --------------------------------------------------------------------------
|    | REGIONAL MALLS |                                      |  |                                              |  |                             |  |          |  |                        |  |           |    
|1.  |                | Alton Square
Alton, IL               |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired
1993          |  | 639,057   |     | Sears, JCPenney, Famous Barr                                              
|2.  |                | Amigoland Mall (28)
Brownsville, TX  |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1974             |  | 557,897   |     | Beall's                                                                   
|3.  |                | Anderson Mall
Anderson, SC           |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1972             |  | 623,667   |     | Belk (4), JCPenney, Sears                                                 
|4.  |                | Apple Blossom Mall
Winchester, VA    |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired 1999          |  | 442,992   |     | Belk, JCPenney, Sears                                                     
|5.  |                | Arsenal Mall
Watertown, MA           |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired
1999          |  | 501,758   | (5) | Marshall's, (6)                                                           
|6.  |                | Auburn Mall
Auburn, MA               |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired
1999          |  | 597,698   |     | Filene's (7), Sears                                                       
|7.  |                | Aurora Mall
Aurora, CO               |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1998          |  | 1,013,940 |     | JCPenney, Foley's (4), Sears                                              
|8.  |                | Aventura Mall (8)
Miami, FL          |  | Fee                                          |  | 33.3                        |  | JV       |  | Built 1983             |  | 1,900,791 |     | Macy's, Sears, Bloomingdales, JCPenney, Lord & Taylor, Burdines           
|9.  |                | Avenues, The
Jacksonville, FL        |  | Fee                                          |  | 25.0                        |  | JV       |  | Built 1990             |  | 1,112,698 |     | Belk, Dillard's, JCPenney, Parisian, Sears                                
|10. |                | Barton Creek Square
Austin, TX       |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1981             |  | 1,249,418 |     | Dillard's (4), Foley's, Sears, Nordstrom (9), JCPenney                    
|11. |                | Battlefield Mall
Springfield, MO     |  | Fee and Ground Lease (2056)                  |  | 100.0                       |  | Cons     |  | Built 1970             |  | 1,185,021 |     | Dillard's (4), Famous Barr, Sears, JCPenney                               
|12. |                | Bay Park Square
Green Bay, WI        |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1980             |  | 668,029   |     | Younkers (9), Elder-Beerman, Kohl's, Shopko                               
|13. |                | Bergen Mall
Paramus, NJ              |  | Fee and Ground Lease (10) (2061)             |  | 100.0                       |  | Cons     |  | Acquired 1987          |  | 899,867   |     | Off 5th-Saks Fifth Avenue Outlet, Value City Furniture, Macy's, Marshall's
|14. |                | Biltmore Square
Asheville, NC        |  | Fee                                          |  | 66.7                        |  | Cons     |  | Built 1989             |  | 494,280   |     | Belk, Dillard's, Proffitt's, Goody's                                      
|15. |                | Bowie Town Center
Bowie, MD          |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 2001             |  | 649,856   |     | Hecht's, Sears, Old Navy, Barnes & Noble, Bed, Bath & Beyond              
|16. |                | Boynton Beach Mall
Boynton Beach, FL |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1985             |  | 1,184,573 |     | Macy's, Burdines, Sears, Dillard's (4), JCPenney                          
|    |                |                                      |  |                                              |  |                             |  |          |  |                        |  |           |     |                                                                           

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|17. |  | Brea Mall
Brea, CA                                 |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,304,272 |  | Macy's, JCPenney, Robinsons-May, Nordstrom, Sears                             
|--- |  | -------------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ------------------------------------------------------------------------------
|18. |  | Broadway Square
Tyler, TX                          |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 617,033   |  | Dillard's, JCPenney, Sears                                                    
|19. |  | Brunswick Square East
Brunswick, NJ                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 768,663   |  | Macy's, JCPenney, Barnes & Noble                                              
|20. |  | Burlington Mall
Burlington, MA                     |  | Ground Lease (2048)              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,252,087 |  | Macy's, Lord & Taylor, Filene's, Sears                                        
|21. |  | Cape Cod Mall
Hyannis, MA                          |  | Ground Leases (10) (2009-2073)   |  | 49.1  |  | JV   |  | Acquired 1999 |  | 723,621   |  | Macy's, Filene's, Marshall's, Sears, Best Buy, Barnes & Noble                 
|22. |  | Castleton Square
Indianapolis, IN                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1972    |  | 1,460,926 |  | Galyan's, LS Ayres, Lazarus, JCPenney, Sears, Von Maur                        
|23. |  | Century III Mall
Pittsburgh, PA                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1979    |  | 1,284,197 |  | JCPenney, Sears, T.J. Maxx, Kaufmann's (4), Wickes Furniture                  
|24. |  | Charlottesville
Fashion Square
Charlottesville, VA |  | Ground Lease (2076)              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 571,521   |  | Belk (4), JCPenney, Sears                                                     
|25. |  | Chautauqua Mall
Jamestown, NY                      |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 432,733   |  | Sears, JCPenney, Office Max, The Bon Ton                                      
|26. |  | Cheltenham Square
Philadelphia, PA                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1981    |  | 636,981   |  | Burlington Coat Factory, Home Depot, Value City, Seaman's Furniture, Shop Rite
|27. |  | Chesapeake Square
Chesapeake, VA                   |  | Fee and Ground Lease (11) (2062) |  | 75.0  |  | Cons |  | Built 1989    |  | 797,319   |  | Dillard's (4), JCPenney, Sears, Hecht's, Target (9)                           
|28. |  | Cielo Vista Mall
El Paso, TX                       |  | Fee and Ground Lease (12) (2027) |  | 100.0 |  | Cons |  | Built 1974    |  | 1,191,768 |  | Dillard's (4), JCPenney, Foley's, Sears                                       
|29. |  | Circle Centre
Indianapolis, IN                     |  | Property Lease (2097)            |  | 14.7  |  | JV   |  | Built 1995    |  | 795,859   |  | Nordstrom, Parisian                                                           
|30. |  | College Mall
Bloomington, IN                       |  | Fee and Ground Lease (12) (2048) |  | 100.0 |  | Cons |  | Built 1965    |  | 706,800   |  | Sears, Lazarus, L.S. Ayres, Target, (6)                                       
|31. |  | Columbia Center
Kennewick, WA                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1987 |  | 745,640   |  | Sears, JCPenney, Gottschalks, Barnes & Noble, The Bon Marche                  
|32. |  | Coral Square(27)
Coral Springs, FL                 |  | Fee                              |  | 50.0  |  | JV   |  | Built 1984    |  | 945,474   |  | Dillard's, JCPenney, Sears, Burdines (4)                                      
|    |  |                                                    |  |                                  |  |       |  |      |  |               |  |           |  |                                                                               

11

---

|33. |  | Cordova Mall
Pensecola, FL                                     |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 852,223   |  | Ward, Parisian, Dillard's (4), Best Buy (9), (6)                                         
|--- |  | -------------------------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | -----------------------------------------------------------------------------------------
|34. |  | Cottonwood Mall
Albuquerque, NM                                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1996    |  | 1,041,230 |  | Dillard's, Foley's, JCPenney, Mervyn's, Sears (9)                                        
|35. |  | Crossroads Mall
Omaha, NE                                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 858,650   |  | Dillard's, Sears, Younkers, Barnes & Noble                                               
|36. |  | Crystal Mall
Waterford, CT                                     |  | Fee                              |  | 74.6  |  | JV   |  | Acquired 1998 |  | 785,070   |  | Macy's, Filene's, JCPenney, Sears                                                        
|37. |  | Crystal River Mall
Crystal River, FL                           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1990    |  | 423,941   |  | JCPenney, Sears, Belk, Kmart                                                             
|38. |  | Dadeland Mall
Miami, FL                                        |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1997 |  | 1,404,815 |  | Saks Fifth Avenue, JCPenney, Burdine's, Burdine's Home Gallery, Limited, Lord & Taylor   
|39. |  | DeSoto Square
Bradenton, FL                                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 689,159   |  | JCPenney, Sears, Dillard's, Burdines                                                     
|40. |  | Eastern Hills Mall
Buffalo, NY                                 |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 994,110   |  | Sears, JCPenney, The Bon Ton, Kaufmann's, Burlington Coat Factory, (6)                   
|41. |  | Eastland Mall
Evansville, IN                                   |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 899,718   |  | JC Penney, De Jong's, Famous Barr, Lazarus                                               
|42. |  | Eastland Mall
Tulsa, OK                                        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1986    |  | 706,996   |  | Dillard's, Foley's,
Mervyn's, (6)                                                        
|43. |  | Edison Mall
Fort Myers, FL                                     |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,042,442 |  | Dillard's, JCPenney, Sears, Burdines (4)                                                 
|44. |  | Emerald Square North
Attleborough, MA                          |  | Fee                              |  | 49.1  |  | JV   |  | Acquired 1999 |  | 1,022,630 |  | Filene's, JCPenney, Lord & Taylor, Sears                                                 
|45. |  | Empire Mall(8)
Sioux Falls, SD                                 |  | Fee and Ground Lease (10) (2013) |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,057,414 |  | JCPenney, Younkers, Sears, Dayton Hudson, Richman Gordman                                
|46. |  | Fashion Mall at Keystone
at the Crossing, The
Indianapolis, IN |  | Ground Lease (2067)              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 655,320   |  | Jacobsons, Parisian                                                                      
|47. |  | Fashion Valley Mall
San Diego, CA                              |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 2001 |  | 1,709,985 |  | JCPenney, Macy's, Neiman-Marcus, Nordstrom, Robinson-May, Saks Fifth Avenue              
|48. |  | Florida Mall, The(27)
Orlando, FL                              |  | Fee                              |  | 50.0  |  | JV   |  | Built 1986    |  | 1,632,180 |  | Dillard's, JCPenney, Lord & Taylor (9), Saks Fifth Avenue, Sears, Burdines, Nordstrom (9)
|49. |  | Forest Mall
Fond Du Lac, WI                                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1973    |  | 501,556   |  | JCPenney, Kohl's, Younkers, Sears, Staples                                               
|    |  |                                                                |  |                                  |  |       |  |      |  |               |  |           |  |                                                                                          

12

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|50. |  | Forest Village Park Mall
Forestville, MD   |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 418,500   |      | JCPenney, Kmart                                                                         
|--- |  | ------------------------------------------ |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------------------------
|51. |  | Granite Run Mall
Media, PA                 |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,047,283 |      | JCPenney, Sears, Boscovs                                                                
|52. |  | Great Lakes Mall
Cleveland, OH             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1961    |  | 1,314,861 |      | Dillard's (4), Kaufmann's, JCPenney, Sears                                              
|53. |  | Greendale Mall
Worcester, MA               |  | Fee and Ground Lease (10) (2009) |  | 49.1  |  | JV   |  | Acquired 1999 |  | 434,699   | (13) | Best Buy, Marshall's, T.J. Maxx & More                                                  
|54. |  | Greenwood Park Mall
Greenwood, IN          |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1979 |  | 1,327,753 |      | JCPenney, JCPenney Home Store, Lazarus, L.S. Ayres, Sears, Service Merchandise, Von Maur
|55. |  | Gulf View Square
Port Richey, FL           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 804,216   |      | Sears, Dillard's (7), JCPenney, Burdines                                                
|56. |  | Gwinnett Place
Atlanta, GA                 |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,276,470 |      | Parisian, Macy's, Rich's JCPenney, Sears                                                
|57. |  | Haywood Mall
Greensville, SC               |  | Fee and Ground Lease (10) (2017) |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,245,133 |      | Rich's, Sears, Dillard's, JCPenney, Belk Simpson                                        
|58. |  | Heritage Park Mall
Midwest City, OK        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1978    |  | 605,236   |      | Dillard's, Sears, (6)                                                                   
|59. |  | Highland Mall(8)
Austin, TX                |  | Fee and Ground Lease (2070)      |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,090,685 |      | Dillard's (4), Foley's, JCPenney                                                        
|60. |  | Hutchinson Mall
Hutchinson, KS             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 525,618   |      | Dillard's, JCPenney, Sears, Wal-Mart                                                    
|61. |  | Independence Center
Independence, MO       |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 1,022,749 |      | Dillard's, Sears, The Jones Store Co.                                                   
|62. |  | Indian River Mall
Vero Beach, FL           |  | Fee                              |  | 50.0  |  | JV   |  | Built 1996    |  | 748,157   |      | Sears, JCPenney, Dillard's, Burdines                                                    
|63. |  | Ingram Park Mall
San Antonio, TX           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1979    |  | 1,129,992 |      | Dillard's (4), Foley's, JCPenney, Sears, Beall's                                        
|64. |  | Irving Mall
Irving, TX                     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1971    |  | 1,124,413 |      | Foley's, Dillard's, Mervyn's, Sears, Barnes & Noble, (6)                                
|65. |  | Jefferson Valley Mall
Yorktown Heights, NY |  | Fee                              |  | 100.0 |  | Cons |  | Built 1983    |  | 587,700   |      | Macy's, Sears, H & M                                                                    
|66. |  | Knoxville Center
Knoxville, TN             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1984    |  | 981,288   |      | Dillard's, JCPenney, Proffitt's, Sears, The Rush                                        
|67. |  | La Plaza
McAllen, TX                       |  | Fee and Ground Lease (10) (2040) |  | 100.0 |  | Cons |  | Built 1976    |  | 1,214,966 |      | Dillard's, JCPenney, Foley's, Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand  
|68. |  | Lafayette Square
Indianapolis, IN          |  | Fee                              |  | 100.0 |  | Cons |  | Built 1968    |  | 1,215,198 |      | JCPenney, LS Ayres, Sears, Lazarus, Burlington Coat Factory                             

13

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|    |  | Name/Location                           |  | Ownership
Interest (Expiration
if Lease) (1) |  | Our Percentage
Interest (2) |  | Type
(3) |  | Year Built
or
Acquired |  | Total
GLA |  | Retail Anchors                                                                                
|--- |  | --------------------------------------- |  | -------------------------------------------- |  | --------------------------- |  | -------- |  | ---------------------- |  | --------- |  | ----------------------------------------------------------------------------------------------
|69. |  | Laguna Hills Mall
Laguna Hills, CA      |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1997          |  | 867,114   |  | Macy's, JCPenney, Sears                                                                       
|70. |  | Lake Square Mall
Leesburg, FL           |  | Fee                                          |  | 50.0                        |  | JV       |  | Acquired 1998          |  | 560,975   |  | JCPenney, Sears, Belk, Target                                                                 
|71. |  | Lakeline Mall
N. Austin, TX             |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1995             |  | 1,099,202 |  | Dillard's, Foley's, Sears, JCPenney, Mervyn's                                                 
|72. |  | Lenox Square
Atlanta, GA                |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1998          |  | 1,479,576 |  | Neiman Marcus, Macy's, Rich's                                                                 
|73. |  | Liberty Tree Mall
Newton, MA            |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired 1999          |  | 857,117   |  | Marshall's, Sports Authority, Target, Best Buy, Staples, Bed, Bath & Beyond, (6)              
|74. |  | Lima Mall
Lima, OH                      |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1965             |  | 746,613   |  | Elder-Beerman, Sears, Lazarus, JCPenney                                                       
|75. |  | Lincolnwood Town Center
Lincolnwood, IL |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1990             |  | 422,106   |  | JCPenney, Carson Pirie
Scott, (6)                                                             
|76. |  | Lindale Mall (8)
Cedar Rapids, IA       |  | Fee                                          |  | 50.0                        |  | JV       |  | Acquired 1998          |  | 691,623   |  | Von Maur, Sears, Younkers                                                                     
|77. |  | Livingston Mall
Livingston, NJ          |  | Fee                                          |  | 100.0                       |  | Cons     |  | Acquired 1998          |  | 985,537   |  | Macy's, Sears, Lord & Taylor                                                                  
|78. |  | Longview Mall
Longview, TX              |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1978             |  | 613,846   |  | Dillard's (4), JCPenney, Sears, Service Merchandise, Beall's                                  
|79. |  | Machesney Park Mall (28)
Rockford, IL   |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1979             |  | 554,916   |  | Seventh Avenue Direct, Bergners                                                               
|80. |  | Mall at Rockingham Park
Salem, NH       |  | Fee                                          |  | 24.6                        |  | JV       |  | Acquired 1999          |  | 1,020,581 |  | Macy's, Filene's, JCPenney, Sears                                                             
|81. |  | Mall of America
Minneapolis, MN         |  | Fee (14)                                     |  | 27.5                        |  | JV       |  | Acquired 1999          |  | 2,778,608 |  | Macy's, Bloomingdales, Nordstrom, Sears, Knott's Camp Snoopy                                  
|82. |  | Mall of Georgia
Gwinnett County, GA     |  | Fee                                          |  | 50.0                        |  | JV       |  | Built 1999             |  | 1,785,432 |  | Lord & Taylor, Rich's, Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom, Bed, Bath & Beyond
|83. |  | Mall of New Hampshire
Manchester, NH    |  | Fee                                          |  | 49.1                        |  | JV       |  | Acquired 1999          |  | 806,469   |  | Filene's, JCPenney, Sears, Best Buy                                                           
|84. |  | Markland Mall
Kokomo, IN                |  | Ground Lease (2041)                          |  | 100.0                       |  | Cons     |  | Built 1968             |  | 393,102   |  | Lazarus, Sears, Target                                                                        
|85. |  | McCain Mall
N. Little Rock, AR          |  | Ground Lease (15) (2032)                     |  | 100.0                       |  | Cons     |  | Built 1973             |  | 777,092   |  | Sears, Dillard's, JCPenney, M.M. Cohn                                                         
|86. |  | Melbourne Square
Melbourne, FL          |  | Fee                                          |  | 100.0                       |  | Cons     |  | Built 1982             |  | 729,331   |  | Belk, Dillard's (4), JCPenney, Burdines                                                       
|    |  |                                         |  |                                              |  |                             |  |          |  |                        |  |           |  |                                                                                               

14

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|87.  |  | Memorial Mall
Sheboygan, WI             |  | Fee                 |  | 100.0 |  | Cons |  | Built 1969    |  | 348,601   |      | Kohl's, Sears, Hobby
Lobby (9)                                        
|---- |  | --------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------
|88.  |  | Menlo Park Mall
Edison, NJ              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,297,201 | (16) | Macy's (4), Nordstrom                                                 
|89.  |  | Mesa Mall (8)
Grand Junction, CO        |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 856,175   |      | Sears, Herberger's, JCPenney, Target, Mervyn's                        
|90.  |  | Metrocenter
Phoenix, AZ                 |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,366,738 |      | Macy's, Dillard's, Robinsons-May, JCPenney, Sears, Vans Skate Park    
|91.  |  | Miami
International Mall (27)
Miami, FL |  | Fee                 |  | 60.0  |  | Cons |  | Built 1982    |  | 972,947   |      | Sears, Dillard's, JCPenney, Burdines (4)                              
|92.  |  | Midland Park Mall
Midland, TX           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 619,202   |      | Dillard's (4), JCPenney, Sears, Beall's                               
|93.  |  | Miller Hill Mall
Duluth, MN             |  | Ground Lease (2008) |  | 100.0 |  | Cons |  | Built 1973    |  | 807,810   |      | JCPenney, Sears, Younkers, Barnes & Noble                             
|94.  |  | Mounds Mall
Anderson, IN                |  | Ground Lease (2033) |  | 100.0 |  | Cons |  | Built 1965    |  | 404,483   |      | Elder-Beerman, JCPenney, Sears                                        
|95.  |  | Muncie Mall
Muncie, IN                  |  | Fee                 |  | 100.0 |  | Cons |  | Built 1970    |  | 657,451   |      | JCPenney, L.S. Ayres, Sears, Elder Beerman                            
|96.  |  | Nanuet Mall
Nanuet, NY                  |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 915,139   |      | Macy's, Boscov, Sears                                                 
|97.  |  | North East Mall
Hurst, TX               |  | Fee                 |  | 100.0 |  | Cons |  | Built 1971    |  | 1,705,334 |      | Saks Fifth Avenue, Nordstrom, Dillard's, JCPenney, Sears, Foley's, (6)
|98.  |  | North Towne Square
Toledo, OH           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 748,122   |      | (6)                                                                   
|99.  |  | Northfield Square
Bradley, IL           |  | Fee (11)            |  | 31.6  |  | JV   |  | Built 1990    |  | 558,365   |      | Sears, JCPenney, Carson Pirie Scott (4)                               
|100. |  | Northgate Mall
Seattle, WA              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1987 |  | 1,012,870 |      | Nordstrom, JCPenney, Gottschalk, The Bon Marche                       
|101. |  | Northlake Mall
Atlanta, GA              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 961,977   |      | Parisian, Macy's, Sears, JCPenney                                     
|102. |  | Northpark Mall
Davenport, IA            |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,056,596 |      | Von Maur, Younkers, Dillard's (9), JCPenney, Sears, Barnes & Noble    
|103. |  | Northshore Mall
Peabody, MA             |  | Fee                 |  | 49.1  |  | JV   |  | Acquired 1999 |  | 1,684,590 |      | Macy's, Filene's, JCPenney, Lord & Taylor, Sears                      
|104. |  | Northwoods Mall
Peoria, IL              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1983 |  | 695,395   |      | Famous Barr, JCPenney, Sears                                          
|105. |  | Oak Court Mall
Memphis, TN              |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1997 |  | 853,333   | (17) | Dillard's (4), Goldsmith's                                            
|     |  |                                         |  |                     |  |       |  |      |  |               |  |           |      |                                                                       

15

---

|106. |  | Ocean County Mall
Toms River, NJ              |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 872,116   |      | Macy's, Boscov's, JCPenney, Sears                                                          
|---- |  | --------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | --------- | ---- | -------------------------------------------------------------------------------------------
|107. |  | Orange Park Mall
Jacksonville, FL             |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1994 |  | 928,831   |      | Dillard's, JCPenney, Sears, Belk                                                           
|108. |  | Orland Square
Orland Park, IL                 |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,217,507 |      | JCPenney, Marshall Field, Sears, Carson Pirie Scott                                        
|109. |  | Paddock Mall
Ocala, FL                        |  | Fee                              |  | 100.0 |  | Cons |  | Built 1980    |  | 559,902   |      | JCPenney, Sears, Belk, Burdines                                                            
|110. |  | Palm Beach Mall
West Palm Beach, FL           |  | Fee                              |  | 100.0 |  | Cons |  | Built 1967    |  | 1,212,678 |      | Dillard's, JCPenney, Sears, Burdines, Borders Books & Music, MARS, (6)                     
|111. |  | Phipps Plaza
Atlanta, GA                      |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 821,501   |      | Lord & Taylor, Parisian, Saks Fifth Avenue                                                 
|112. |  | Port Charlotte Town Center
Port Charlotte, FL |  | Ground Lease (11) (2064)         |  | 80.0  |  | Cons |  | Built 1989    |  | 780,562   |      | Dillard's, JCPenney, Beall's (9), Sears, Burdines                                          
|113. |  | Prien Lake Mall
Lake Charles, LA              |  | Fee and Ground Lease (10) (2025) |  | 100.0 |  | Cons |  | Built 1972    |  | 812,022   |      | Dillards, JCPenney, Foley's (9), Sears, The White House                                    
|114. |  | Raleigh Springs Mall
Memphis, TN              |  | Fee and Ground Lease (10) (2018) |  | 100.0 |  | Cons |  | Built 1979    |  | 917,789   |      | Dillard's, Sears, JCPenney, Goldsmith's                                                    
|115. |  | Randall Park Mall (28) (29)
Cleveland, OH     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1976    |  | 1,563,546 |      | Dillard's, Kaufmann's, Sears, Burlington Coat Factory, Ohio Furniture Mart.com, (6)        
|116. |  | Richardson Square
Dallas, TX                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1977    |  | 745,515   |      | Dillard's, Sears, Stein Mart, Target, Ross Dress for Less, Barnes & Noble, Super Target (9)
|117. |  | Richmond Square
Richmond, IN                  |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 391,217   |      | Dillard's, JCPenney, Sears, Office Max                                                     
|118. |  | Richmond Town Square
Cleveland, OH            |  | Fee                              |  | 100.0 |  | Cons |  | Built 1966    |  | 1,021,546 |      | Sears, JCPenney, Kaufmann's, Barnes & Noble, Old Navy                                      
|119. |  | River Oaks Center
Calumet City, IL            |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,362,404 | (18) | Sears, JCPenney, Carson Pirie Scott, Marshall Field's                                      
|120. |  | Rockaway Townsquare
Rockaway, NJ              |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,242,037 |      | Macy's, Lord & Taylor, JCPenney, Sears                                                     
|121. |  | Rolling Oaks Mall
North San Antonio, TX       |  | Fee                              |  | 100.0 |  | Cons |  | Built 1988    |  | 737,781   |      | Sears, Dillard's, Foley's,                                                                 
|122. |  | Roosevelt Field Mall
Garden City, NY          |  | Ground Lease (10) (2090)         |  | 100.0 |  | Cons |  | Acquired 1998 |  | 2,178,006 |      | Macy's, Bloomingdale's, JCPenney, Nordstrom, (6)                                           
|     |  |                                               |  |                                  |  |       |  |      |  |               |  |           |      |                                                                                            

16

---

|123. |  | Ross Park Mall
Pittsburgh, PA                      |  | Fee |  | 100.0 |  | Cons |  | Built 1986    |  | 1,276,177 |  | Lazarus, JCPenney, Sears, Kaufmann's, Media Play, Designer Shoe Warehouse                     
|---- |  | -------------------------------------------------- |  | --- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------------------------
|124. |  | Rushmore Mall (8)
Rapid City, SD                   |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 835,224   |  | JCPenney, Sears, Herberger's, Hobby Lobby, Target                                             
|125. |  | St. Charles Towne Center
Waldorf, MD               |  | Fee |  | 100.0 |  | Cons |  | Built 1990    |  | 1,044,196 |  | Sears, JCPenney, Kohl's, Hecht's (7)                                                          
|126. |  | Santa Rosa Plaza
Santa Rosa, CA                    |  | Fee |  | 100.0 |  | Cons |  | Acquired 1998 |  | 696,411   |  | Macy's, Mervyn's, Sears                                                                       
|127. |  | Seminole Towne Center
Sanford, FL                  |  | Fee |  | 45.0  |  | JV   |  | Built 1995    |  | 1,153,559 |  | Dillard's, JCPenney, Parisian, Sears, Burdines                                                
|128. |  | Shops at Mission Viejo Mall, The Mission
Viejo, CA |  | Fee |  | 100.0 |  | Cons |  | Built 1979    |  | 1,145,489 |  | Macy's, Saks Fifth Avenue, Robinsons  May, Nordstrom                                         
|129. |  | Smith Haven Mall
Lake Grove, NY                    |  | Fee |  | 25.0  |  | JV   |  | Acquired 1995 |  | 1,363,904 |  | Macy's, Sears, JCPenney, H & M, (6)                                                           
|130. |  | Solomon Pond Mall
Marlborough, MA                  |  | Fee |  | 49.1  |  | JV   |  | Acquired 1999 |  | 880,786   |  | Filene's, Sears, JCPenney, Linens-N-Things                                                    
|131. |  | Source, The
Long Island, NY                        |  | Fee |  | 25.0  |  | JV   |  | Built 1997    |  | 728,763   |  | Off 5th-Saks Fifth Avenue, Fortunoff, Nordstrom Rack, Old Navy, Circuit City, Virgin Megastore
|132. |  | South Hills Village
Pittsburgh, PA                 |  | Fee |  | 100.0 |  | Cons |  | Acquired 1997 |  | 1,113,247 |  | Sears, Kaufmann's, Lazarus                                                                    
|133. |  | South Park Mall
Shreveport, LA                     |  | Fee |  | 100.0 |  | Cons |  | Built 1975    |  | 857,775   |  | Burlington Coat Factory, Stage, Wholesale
America, (6)                                        
|134. |  | South Shore Plaza
Braintree, MA                    |  | Fee |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,443,696 |  | Macy's, Filene's, Lord & Taylor, Sears                                                        
|135. |  | Southern Hills Mall (8)
Sioux City, IA             |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 750,418   |  | Younkers, Sears, Target                                                                       
|136. |  | Southern Park Mall
Youngstown, OH                  |  | Fee |  | 100.0 |  | Cons |  | Built 1970    |  | 1,198,862 |  | Dillard's, JCPenney, Sears, Kaufmann's                                                        
|137. |  | Southgate Mall
Yuma, AZ                            |  | Fee |  | 100.0 |  | Cons |  | Acquired 1988 |  | 321,564   |  | Sears, Dillard's, JCPenney, Hastings                                                          
|138. |  | SouthPark Mall
Moline, IL                          |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,032,672 |  | JCPenney, Dillard's (9), Younkers, Sears, Von Maur                                            
|139. |  | SouthRidge Mall (8)
Des Moines, IA                 |  | Fee |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,008,088 |  | Sears, Younkers, JCPenney, Target, (6)                                                        
|140. |  | Square One Mall
Saugus, MA                         |  | Fee |  | 49.1  |  | JV   |  | Acquired 1999 |  | 850,487   |  | Filene's, Sears, Service Merchandise, TJMaxx & More                                           
|     |  |                                                    |  |     |  |       |  |      |  |               |  |           |  |                                                                                               

17

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|141. |  | Summit Mall
Akron, OH                    |  | Fee                 |  | 100.0 |  | Cons |  | Built 1965    |  | 762,876   |  | Dillard's (4), Kaufmann's                                                   
|---- |  | ---------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------
|142. |  | Sunland Park Mall
El Paso, TX            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 919,543   |  | JCPenney, Mervyn's, Sears, Dillard's (4)                                    
|143. |  | Tacoma Mall
Tacoma, WA                   |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1987 |  | 1,263,690 |  | Nordstrom, Sears, JCPenney, The Bon Marche, Mervyn's                        
|144. |  | Tippecanoe Mall
Lafayette, IN            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1973    |  | 861,364   |  | Lazarus, Sears, L.S. Ayres, JCPenney, Kohl's                                
|145. |  | Town Center at Boca Raton
Boca Raton, FL |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,554,606 |  | Lord & Taylor, Saks Fifth Avenue, Bloomingdale's, Sears, Burdines, Nordstrom
|146. |  | Town Center at Cobb
Atlanta, GA          |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 1,272,847 |  | Macy's, Parisian, Sears, JCPenney, Rich's                                   
|147. |  | Towne East Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1975    |  | 1,092,070 |  | Dillard's, JCPenney, Sears, Von Maur (9), Steinmart                         
|148. |  | Towne West Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 966,057   |  | Dillard's (4), Sears, JCPenney, (6)                                         
|149. |  | Treasure Coast Square
Jenson Beach, FL   |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987    |  | 872,277   |  | Dillard's (4), Sears, Borders JCPenney, Burdines                            
|150. |  | Tyrone Square
St. Petersburg, FL         |  | Fee                 |  | 100.0 |  | Cons |  | Built 1972    |  | 1,128,815 |  | Dillard's, JCPenney, Sears, Borders, Burdines                               
|151. |  | University Mall
Little Rock, AR          |  | Ground Lease (2026) |  | 100.0 |  | Cons |  | Built 1967    |  | 565,306   |  | JCPenney, M.M. Cohn,
Sears (9)                                              
|152. |  | University Mall
Pensacola, FL            |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1994 |  | 707,203   |  | JCPenney, Sears, McRae's                                                    
|153. |  | University Park Mall
South Bend, IN      |  | Fee                 |  | 60.0  |  | Cons |  | Built 1979    |  | 941,112   |  | LS Ayres, JCPenney, Sears, Marshall Fields                                  
|154. |  | Upper Valley Mall
Springfield, OH        |  | Fee                 |  | 100.0 |  | Cons |  | Built 1971    |  | 750,486   |  | Lazarus, JCPenney, Sears, Elder-Beerman                                     
|155. |  | Valle Vista Mall
Harlingen, TX           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1983    |  | 656,654   |  | Dillard's, Mervyn's, Sears, JCPenney, Marshalls, Beall's                    
|156. |  | Valley Mall
Harrisonburg, VA             |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1998 |  | 511,889   |  | JCPenney, Belk, Wal-Mart, Peebles                                           
|157. |  | Virginia Center Commons
Richmond, VA     |  | Fee                 |  | 100.0 |  | Cons |  | Built 1991    |  | 786,639   |  | Dillard's (4), Hecht's, JCPenney, Sears                                     
|158. |  | Walt Whitman Mall
Huntington Station, NY |  | Ground Rent (2012)  |  | 98.4  |  | Cons |  | Acquired 1998 |  | 1,027,872 |  | Macy's, Lord & Taylor, Bloomingdale's, Saks Fifth Avenue                    
|159. |  | Washington Square
Indianapolis, IN       |  | Fee                 |  | 100.0 |  | Cons |  | Built 1974    |  | 1,121,521 |  | L.S. Ayres, Lazarus, Target, Sears, (6)                                     
|160. |  | West Ridge Mall
Topeka, KS (19)          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 1,040,623 |  | Dillard's, JCPenney, The Jones Store, Sears, (6)                            
|     |  |                                          |  |                     |  |       |  |      |  |               |  |           |  |                                                                             

18

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|161. |                               | West Town Mall (27)
Knoxville, TN                    |  | Ground Lease (2042) |  | 50.0  |  | JV   |  | Acquired 1991 |  | 1,334,029 |  | Parisian, Dillard's, JCPenney, Proffitt's, Sears                                                                                                                                                                                            
|---- | ----------------------------- | ---------------------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | --------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|162. |                               | Westchester, The
White Plains, NY                    |  | Fee                 |  | 40.0  |  | JV   |  | Acquired 1997 |  | 826,540   |  | Neiman Marcus, Nordstrom                                                                                                                                                                                                                    
|163. |                               | Westminster Mall
Westminster, CA                     |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 1,042,803 |  | Sears, JCPenney, Robinsons-May, Macy's (9)                                                                                                                                                                                                  
|164. |                               | White Oaks Mall
Springfield, IL                      |  | Fee                 |  | 77.0  |  | Cons |  | Built 1977    |  | 951,381   |  | Famous Barr, Sears, Bergner's, (6)                                                                                                                                                                                                          
|165. |                               | Windsor Park Mall (28) (29)
San Antonio, TX          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1976    |  | 1,075,968 |  | Ward, JCPenney,
Mervyn's, (6)                                                                                                                                                                                                               
|166. |                               | Woodville Mall (28)
Toledo, OH                       |  | Fee                 |  | 100.0 |  | Cons |  | Built 1969    |  | 772,744   |  | Sears, Elder-Beerman, Andersons, (6)                                                                                                                                                                                                        
|     |                              
|     | VALUE-ORIENTED REGIONAL MALLS
|1.   |                               | Arizona Mills (8)
Tempe, AZ                          |  | Fee                 |  | 26.3  |  | JV   |  | Built 1997    |  | 1,227,442 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Burlington Coat Factory, Oshman's Super Sport, Rainforest Café, GameWorks, Hi-Health, Linens "N Things, Ross Dress for Less, Group USA, Marshalls, Last Call, Off Rodeo, Virgin
Megastore
|2.   |                               | Arundel Mills (8)
Anne Arundel, MD                   |  | Fee                 |  | 37.5  |  | JV   |  | Built 2000    |  | 1,189,072 |  | Sun & Ski Sports, Bass Pro Outdoor World, Muvico, For Your Entertainment, Jillian's, Bed, Bath & Beyond                                                                                                                                     
|3.   |                               | Concord Mills (8)
Concord, NC                        |  | Fee                 |  | 37.5  |  | JV   |  | Built 1999    |  | 1,247,394 |  | Saks Fifth Avenue, Alabama Grill, Bass Pro, Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, Group USA, Jillian's, T.J. Maxx, F.Y.E., Jeepers                                                                                  
|4.   |                               | Grapevine Mills (8)
Grapevine (Dallas/Ft. Worth), TX |  | Fee                 |  | 37.5  |  | JV   |  | Built 1997    |  | 1,368,676 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Books-A-Million, Burlington Coat Factory, Rainforest Café, Group USA, Bed, Bath & Beyond, Polar Ice, GameWorks                                                                           

19

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|   |                                 | Name/Location                                      |  | Ownership
Interest (Expiration
if Lease) (1) |  | Our Percentage
Interest (2) |   | Type
(3) |  | Year Built
or
Acquired |  | Total
GLA |      | Retail Anchors                                                                                                                                                                                                                               
|-- | ------------------------------- | -------------------------------------------------- |  | -------------------------------------------- |  | --------------------------- | - | -------- |  | ---------------------- |  | --------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |                                 | Ontario Mills (8)
Ontario, CA                      |  | Fee                                          |  | 25.0                        |   | JV       |  | Built 1996             |  | 1,571,661 |      | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Burlington Coat Factory, Marshall's, Sports Authority, Dave & Busters, Group USA, T.J. Maxx, Foozles, Totally for Kids, Bed, Bath & Beyond, Off Rodeo,
Mikasa, Virgin Megastore, GameWorks
|   |                                
|   | SPECIALTY RETAIL CENTERS       
|1. |                                 | Atrium Mall
Chestnut Hill, MA                      |  | Fee                                          |  | 49.1                        |   | JV       |  | Acquired 1999          |  | 208,841   |      | Border Books & Music, Cheesecake Factory, Tiffany                                                                                                                                                                                            
|2. |                                 | Orlando Premium Outlets (8)
Orlando, FL            |  | Fee                                          |  | 50.0                        |   | JV       |  | Built 2000             |  | 427,765   |      |                                                                                                                                                                                                                                             
|3. |                                 | The Forum Shops at Caesars
Las Vegas, NV           |  | Ground Lease (2050)                          |  | (20                         | ) | Cons     |  | Built 1992             |  | 482,416   |      |                                                                                                                                                                                                                                             
|4. |                                 | The Shops at Sunset Place
Miami, FL                |  | Fee                                          |  | 37.5                        |   | JV       |  | Built 1999             |  | 503,802   |      | Niketown, Barnes & Noble, Gameworks, Virgin Megastore, Z Gallerie                                                                                                                                                                            
|5. |                                 | Trolley Square
Salt Lake City, UT                  |  | Fee                                          |  | 90.0                        |   | Cons     |  | Acquired 1986          |  | 220,297   |      |                                                                                                                                                                                                                                             
|   |                                
|   | OFFICE AND MIXED-USE PROPERTIES
|1. |                                 | Fashion Centre at
Pentagon City, The
Arlington, VA |  | Fee                                          |  | 42.5                        |   | JV       |  | Built 1989             |  | 991,433   | (21) | Macy's, Nordstrom                                                                                                                                                                                                                            
|2. |                                 | New Orleans Centre/
CNG Tower
New Orleans, LA      |  | Fee and Ground Lease (2084)                  |  | 100.0                       |   | Cons     |  | Built 1988             |  | 1,030,094 | (22) | Macy's, Lord & Taylor                                                                                                                                                                                                                        
|3. |                                 | O'Hare International Center
Rosemont, IL           |  | Fee                                          |  | 100.0                       |   | Cons     |  | Built 1988             |  | 512,318   | (23) |                                                                                                                                                                                                                                             
|4. |                                 | Riverway
Rosemont, IL                              |  | Fee                                          |  | 100.0                       |   | Cons     |  | Acquired 1991          |  | 817,359   | (24) |                                                                                                                                                                                                                                             
|   |                                
|   | COMMUNITY SHOPPING CENTERS     
|1. |                                 | Arboretum, The
Austin, TX                          |  | Fee                                          |  | 100.0                       |   | Cons     |  | Acquired 1998          |  | 211,962   |      | Barnes & Noble                                                                                                                                                                                                                               

20

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|2.  |  | Bloomingdale Court
Bloomingdale, IL          |  | Fee                              |  | 100.0 |  | Cons |  | Built 1987    |  | 598,713 |  | Best Buy, T.J. Maxx N More, Frank's Nursery, Office Max, Old Navy, Dress Barn, Linens-N-Things,
Wal-Mart, (6)  
|--- |  | -------------------------------------------- |  | -------------------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------
|3.  |  | Boardman Plaza
Youngstown, OH                |  | Fee                              |  | 100.0 |  | Cons |  | Built 1951    |  | 641,025 |  | Burlington Coat Factory, Giant Eagle, Michael's, Linens-N-Things, T.J. Maxx, Steinmart, Sav-A-Lot, (6)         
|4.  |  | Bridgeview Court
Bridgeview, IL              |  | Fee                              |  | 100.0 |  | Cons |  | Built 1988    |  | 273,678 |  | (6)                                                                                                            
|5.  |  | Brightwood Plaza
Indianapolis, IN            |  | Fee                              |  | 100.0 |  | Cons |  | Built 1965    |  | 38,493  |  | Preston Safeway                                                                                                
|6.  |  | Celina Plaza
El Paso, TX                     |  | Fee and Ground Lease (25) (2027) |  | 100.0 |  | Cons |  | Built 1978    |  | 32,622  |  |                                                                                                                
|7.  |  | Charles Towne Square
Charleston, SC          |  | Fee                              |  | 100.0 |  | Cons |  | Built 1976    |  | 199,693 |  | Regal Cinema                                                                                                   
|8.  |  | Chesapeake Center
Chesapeake, VA             |  | Fee                              |  | 100.0 |  | Cons |  | Built 1989    |  | 299,604 |  | Phar Mor, K-Mart                                                                                               
|9.  |  | Cobblestone Court
Victor, NY                 |  | Fee and Ground Lease (12) (2038) |  | 35.0  |  | JV   |  | Built 1993    |  | 265,493 |  | Dick's Sporting Goods, Kmart, Office Max                                                                       
|10. |  | Countryside Plaza
Countryside, IL            |  | Fee and Ground Lease (12) (2058) |  | 100.0 |  | Cons |  | Built 1977    |  | 435,608 |  | Best Buy, Old Country Buffet, Kmart, Burlington Coat, (6)                                                      
|11. |  | Crystal Court
Crystal Lake, IL               |  | Fee                              |  | 35.0  |  | JV   |  | Built 1989    |  | 278,971 |  | Cub Foods, Wal-Mart                                                                                            
|12. |  | Eastgate Consumer Mall (28)
Indianapolis, IN |  | Fee                              |  | 100.0 |  | Cons |  | Acquired 1981 |  | 463,650 |  | Burlington Coat Factory                                                                                        
|13. |  | Eastland Convenience Center
Evansville, IN   |  | Ground Lease (2075)              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 173,069 |  | Marshalls, Kids "R" Us, Toys "R" Us, Bed Bath & Beyond                                                         
|14. |  | Eastland Plaza
Tulsa, OK                     |  | Fee                              |  | 100.0 |  | Cons |  | Built 1986    |  | 188,229 |  | Marshalls, Target, Toys "R" Us                                                                                 
|15. |  | Empire East (8)
Sioux Falls, SD              |  | Fee                              |  | 50.0  |  | JV   |  | Acquired 1998 |  | 271,351 |  | Kohl's, Target, (6)                                                                                            
|16. |  | Fairfax Court
Fairfax, VA                    |  | Fee                              |  | 26.3  |  | JV   |  | Built 1992    |  | 258,738 |  | Burlington Coat Factory, Circuit City Superstore, Today's Man                                                  
|17. |  | Forest Plaza
Rockford, IL                    |  | Fee                              |  | 100.0 |  | Cons |  | Built 1985    |  | 431,001 |  | Kohl's, Marshalls, Media Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond, Petco
|    |  |                                              |  |                                  |  |       |  |      |  |               |  |         |  |                                                                                                                

21

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|18. |  | Fox River Plaza (28)
Elgin, IL             |  | Fee                 |  | 100.0 |  | Cons |  | Built 1985    |  | 322,997 |  | Big Lots, (6), (26)                                                                                               
|--- |  | ------------------------------------------ |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | ------------------------------------------------------------------------------------------------------------------
|19. |  | Gaitway Plaza
Ocala, FL                    |  | Fee                 |  | 23.3  |  | JV   |  | Built 1989    |  | 229,972 |  | Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed, Bath & Beyond                                 
|20. |  | Glen Burnie Mall (28)
Glen Burnie, MD      |  | Fee                 |  | 100.0 |  | Cons |  | Built 1963    |  | 455,291 |  | Toys "R" Us, Best Buy, Dick's Clothing & Sporting Goods                                                           
|21. |  | Great Lakes Plaza
Cleveland, OH            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1976    |  | 164,104 |  | Circuit City, Best Buy, Michael's, Cost Plus World Market                                                         
|22. |  | Great Northeast Plaza
Philadelphia, PA     |  | Fee                 |  | 50.0  |  | JV   |  | Acquired 1989 |  | 298,242 |  | Sears, Phar Mor                                                                                                   
|23. |  | Greenwood Plus
Greenwood, IN               |  | Fee                 |  | 100.0 |  | Cons |  | Built 1979    |  | 173,481 |  | Best Buy, Kohl's                                                                                                  
|24. |  | Griffith Park Plaza
Griffith, IN           |  | Ground Lease (2060) |  | 100.0 |  | Cons |  | Built 1979    |  | 274,230 |  | (6)                                                                                                               
|25. |  | Grove at Lakeland
Square, The
Lakeland, FL |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 215,591 |  | Sports Authority                                                                                                  
|26. |  | Highland Lakes Center
Orlando, FL          |  | Fee                 |  | 100.0 |  | Cons |  | Built 1991    |  | 478,014 |  | Marshalls, Bed, Bath & Beyond, Foods Festival, Ross Dress for Less, Office Max, (6)                               
|27. |  | Indian River Commons
Vero Beach, FL        |  | Fee                 |  | 50.0  |  | JV   |  | Built 1997    |  | 264,681 |  | Lowe's, Ross Dress for Less, Bed, Bath & Beyond, (6)                                                              
|28. |  | Ingram Plaza
San Antonio, TX               |  | Fee                 |  | 100.0 |  | Cons |  | Built 1980    |  | 111,518 |  |                                                                                                                   
|29. |  | Keystone Shoppes
Indianapolis, IN          |  | Ground Lease (2067) |  | 100.0 |  | Cons |  | Acquired 1997 |  | 29,140  |  |                                                                                                                  
|30. |  | Knoxville Commons
Knoxville, TN            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987    |  | 180,463 |  | Office Max, Circuit City                                                                                          
|31. |  | Lake Plaza
Waukegan, IL                    |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986    |  | 215,498 |  | Pic "N Save, Home Owners Buyer's Outlet, (6)                                                                      
|32. |  | Lake View Plaza
Orland Park, IL            |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986    |  | 381,907 |  | Best Buy (4), Marshalls, Ulta Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N-Things (4), Pet Care Plus, (6)
|    |  |                                            |  |                     |  |       |  |      |  |               |  |         |  |                                                                                                                   

22

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|33. |  | Lakeline Plaza
Austin, TX                      |  | Fee                              |  | 100.0 |        | Cons |  | Built 1998 |  | 344,693 |  | Old Navy, Best Buy, Cost Plus World Market, Linens- N-Things, Office Max, Petsmart, Ross Dress for Less, T.J. Maxx, Party City, Ulta Cosmetics
|--- |  | ---------------------------------------------- |  | -------------------------------- |  | ----- | ------ | ---- |  | ---------- |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|34. |  | Lima Center
Lima, OH                           |  | Fee                              |  | 100.0 |        | Cons |  | Built 1978 |  | 201,154 |  | Kohl's, Hobby Lobby                                                                                                                           
|35. |  | Lincoln Crossing
O'Fallon, IL                  |  | Fee                              |  | 100.0 |        | Cons |  | Built 1990 |  | 161,337 |  | Wal-Mart, PetsMart                                                                                                                            
|36. |  | Mainland Crossing
Galveston, TX                |  | Fee                              |  | (11   | ) 80.0 | Cons |  | Built 1991 |  | 390,987 |  | Hobby Lobby, Sam's Club, Wal-Mart                                                                                                             
|37. |  | Mall of Georgia Crossing
Gwinnett County, GA   |  | Fee                              |  | 50.0  |        | JV   |  | Built 1999 |  | 440,612 |  | Target, Nordstrom Rack, Best Buy, Staples, T.J. Maxx N More                                                                                   
|38. |  | Markland Plaza
Kokomo, IN                      |  | Fee                              |  | 100.0 |        | Cons |  | Built 1974 |  | 66,166  |  | Best Buy, (6)                                                                                                                                 
|39. |  | Martinsville Plaza
Martinsville, VA            |  | Space Lease (2036)               |  | 100.0 |        | Cons |  | Built 1967 |  | 102,105 |  | Rose's                                                                                                                                        
|40. |  | Matteson Plaza
Matteson, IL                    |  | Fee                              |  | 100.0 |        | Cons |  | Built 1988 |  | 275,455 |  | Dominick's, Michael's Arts & Crafts, Value City                                                                                               
|41. |  | Memorial Plaza
Sheboygan, WI                   |  | Fee                              |  | 100.0 |        | Cons |  | Built 1966 |  | 131,499 |  | Office Max, Big Lots                                                                                                                          
|42. |  | Mounds Mall Cinema
Anderson, IN                |  | Fee                              |  | 100.0 |        | Cons |  | Built 1974 |  | 7,500   |  |                                                                                                                                              
|43. |  | Muncie Plaza
Muncie, IN                        |  | Fee                              |  | 100.0 |        | Cons |  | Built 1998 |  | 172,651 |  | Kohl's, Office Max, Shoe Carnival, T.J. Maxx, Target                                                                                          
|44. |  | New Castle Plaza
New Castle, IN                |  | Fee                              |  | 100.0 |        | Cons |  | Built 1966 |  | 91,648  |  | Goody's                                                                                                                                       
|45. |  | North Ridge Plaza
Joliet, IL                   |  | Fee                              |  | 100.0 |        | Cons |  | Built 1985 |  | 305,070 |  | Best Buy, Minnesota Fabrics, Hobby Lobby, Office Max, Cub Foods                                                                               
|46. |  | North Riverside Park Plaza
North Riverside, IL |  | Fee                              |  | 100.0 |        | Cons |  | Built 1977 |  | 119,608 |  | Dominick's                                                                                                                                    
|47. |  | Northland Plaza
Columbus, OH                   |  | Fee and Ground Lease (10) (2085) |  | 100.0 |        | Cons |  | Built 1988 |  | 209,534 |  | Marshalls, Hobby Lobby, (6)                                                                                                                   
|48. |  | Northwood Plaza
Fort Wayne, IN                 |  | Fee                              |  | 100.0 |        | Cons |  | Built 1974 |  | 204,372 |  | Target, Cinema Grill, (6)                                                                                                                     
|49. |  | Park Plaza
Hopkinsville, KY                    |  | Fee and Ground Lease (10) (2039) |  | 100.0 |        | Cons |  | Built 1968 |  | 115,024 |  | Wal-Mart, (6)                                                                                                                                 
|    |  |                                                |  |                                  |  |       |        |      |  |            |  |         |  |                                                                                                                                               

23

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|50. |  | Plaza at Buckland Hills, The
Manchester, CT |  | Fee                 |  | 35.0  |  | JV   |  | Built 1993    |  | 334,487 |  | Toys "R" Us, Jo-Ann Etc., Kids "R" Us, Comp USA, Linens-N-Things, Party City, The Floor Store                                   
|--- |  | ------------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ------------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------------
|51. |  | Regency Plaza
St. Charles, MO               |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 287,526 |  | Wal-Mart, Sam's Wholesale, Pets Mart                                                                                            
|52. |  | Ridgewood Court
Jackson, MS                 |  | Fee                 |  | 35.0  |  | JV   |  | Built 1993    |  | 240,662 |  | T.J. Maxx, Bed, Bath & Beyond, Best Buy, Marshall's, Lifeway Christian Stores                                                   
|53. |  | Rockaway Convenience Center
Rockaway, NJ    |  | Fee                 |  | 100.0 |  | Cons |  | Acquired 1998 |  | 135,426 |  | Kids "R" Us, AMCE Grocery                                                                                                       
|54. |  | Royal Eagle Plaza
Coral Springs, FL         |  | Fee                 |  | 35.0  |  | JV   |  | Built 1989    |  | 198,986 |  | Kmart, Stein Mart                                                                                                               
|55. |  | Shops at Northeast Mall, The
Hurst, TX      |  | Fee                 |  | 100.0 |  | Cons |  | Built 1999    |  | 364,534 |  | Old Navy, Nordstrom Rack, Bed, Bath & Beyond, Office Max, Michael's, Petsmart, T.J. Maxx, Ultra Cosmetics, Best Buy, Zany Brainy
|56. |  | St. Charles Towne Plaza
Waldorf, MD         |  | Fee                 |  | 100.0 |  | Cons |  | Built 1987    |  | 404,952 |  | Value City Furniture, T.J. Maxx, Ames, Jo Ann Fabrics, CVS, Shoppers Food Warehouse, (6)                                        
|57. |  | Teal Plaza
Lafayette, IN                    |  | Fee                 |  | 100.0 |  | Cons |  | Built 1962    |  | 101,087 |  | Circuit City, Hobby-Lobby, The Pep Boys                                                                                         
|58. |  | Terrace at The Florida Mall
Orlando, FL     |  | Fee                 |  | 100.0 |  | Cons |  | Built 1989    |  | 329,362 |  | Marshalls, Target                                                                                                               
|59. |  | Tippecanoe Plaza
Lafayette, IN              |  | Fee                 |  | 100.0 |  | Cons |  | Built 1974    |  | 94,598  |  | Best Buy, Barnes & Noble                                                                                                        
|60. |  | University Center
South Bend, IN            |  | Fee                 |  | 60.0  |  | Cons |  | Built 1980    |  | 150,548 |  | Best Buy, Michaels                                                                                                              
|61. |  | Village Park Plaza
Westfield, IN            |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990    |  | 528,154 |  | Wal-Mart, Galyan's, Frank's Nursery, Kohl's, Marsh, (6)                                                                         
|62. |  | Wabash Village
West Lafayette, IN           |  | Ground Lease (2063) |  | 100.0 |  | Cons |  | Built 1970    |  | 124,536 |  | Kmart                                                                                                                           
|63. |  | Washington Plaza
Indianapolis, IN           |  | Fee                 |  | 100.0 |  | Cons |  | Built 1976    |  | 50,107  |  | Kids "R" Us                                                                                                                     
|64. |  | Waterford Lakes Town Center
Orlando, FL     |  | Fee                 |  | 100.0 |  | Cons |  | Built 1999    |  | 818,136 |  | Super Target, T.J. Maxx, Barnes & Noble, Ross Dress for Less, Petsmart, Bed, Bath & Beyond, Old Navy, Best Buy, Office Max      
|65. |  | West Ridge Plaza
Topeka, KS                 |  | Fee                 |  | 100.0 |  | Cons |  | Built 1988    |  | 237,858 |  | Target, T.J. Maxx, Toys "R" Us, (6)                                                                                             
|    |  |                                             |  |                     |  |       |  |      |  |               |  |         |  |                                                                                                                                 

24

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|66. |                               | West Town Corners
Altamonte Springs, FL |  | Fee                 |  | 23.3  |  | JV   |  | Built 1989 |  | 385,026 |  | Wal-Mart, Sports Authority, PetsMart, Winn Dixie                  
|--- | ----------------------------- | --------------------------------------- |  | ------------------- |  | ----- |  | ---- |  | ---------- |  | ------- |  | ------------------------------------------------------------------
|67. |                               | Westland Park Plaza
Orange Park, FL     |  | Fee                 |  | 23.3  |  | JV   |  | Built 1989 |  | 163,154 |  | Burlington Coat Factory, PetsMart, Sports Authority, Sound Advice 
|68. |                               | White Oaks Plaza
Springfield, IL        |  | Fee                 |  | 100.0 |  | Cons |  | Built 1986 |  | 400,303 |  | Kohl's, Kids "R" Us, Office Max, T.J. Maxx, Toys "R" Us, Cub Foods
|69. |                               | Wichita Mall
Wichita, KS                |  | Ground Lease (2022) |  | 100.0 |  | Cons |  | Built 1969 |  | 370,181 |  | (6)                                                               
|70. |                               | Willow Knolls Court
Peoria, IL          |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990 |  | 382,377 |  | Kohl's, Phar-Mor, Sam's Wholesale Club                            
|71. |                               | Wood Plaza (28)
Fort Dodge, IA          |  | Ground Lease (2045) |  | 100.0 |  | Cons |  | Built 1968 |  | 96,195  |  |                                                                   
|72. |                               | Yards Plaza, The
Chicago, IL            |  | Fee                 |  | 35.0  |  | JV   |  | Built 1990 |  | 272,452 |  | Burlington Coat Factory, Value City, Ralphs Food for Less         
|    |                              
|    | PROPERTIES UNDER CONSTRUCTION
|    | None.                        
|    | (Footnotes on following page)

25

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Footnotes:

26

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We have direct or indirect ownership interests in eleven parcels of land held for future development, containing an aggregate of approximately 772
acres located
in eight states. In addition, we have an indirect interest in one parcel of land totaling 109 acres through M.S. Management Associates, Inc., which was previously held for development, but is
now being marketed for sale.



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



The following table sets forth certain information regarding the mortgages and other debt encumbering the Properties. Substantially all of the
mortgage and
property related debt is nonrecourse. In addition, certain limited partner Unitholders have guaranteed a portion of the property related debt in the aggregate amount of $559.3 million.

27

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MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES  (Dollars in thousands)

|Property Name                       |  |      |  | Interest
Rate |      | Face Amount
at 12/31/2001 |         | Annual Debt
Service |        | Maturity
Date |           
|----------------------------------- |  | ---- |  | ------------- | ---- | ------------------------- | ------- | ------------------- | ------ | ------------- | ----------
|Combined Consolidated Indebtedness: |  |      |  |               |      |                           |         |                     |        |               |           
|Secured Indebtedness:               |  |      |  |               |      |                           |         |                     |        |               |           
|Simon Property Group, LP:           |  |      |  |               |      |                           |         |                     |        |               |           
|Anderson Mall  1                   |  | (1)  |  | 6.57%         |      |                           | 19,000  |                     | 1,248  | (2)           | 3/15/2003 
|Anderson Mall  2                   |  | (1)  |  | 7.01%         |      |                           | 8,500   |                     | 596    | (2)           | 3/15/2003 
|Arboretum                           |  |      |  | 3.37%         | (3)  |                           | 34,000  |                     | 1,147  | (2)           | 11/30/2003
|Arsenal Mall  1                    |  |      |  | 6.75%         |      |                           | 33,849  |                     | 2,724  |               | 9/28/2008 
|Arsenal Mall  2                    |  |      |  | 8.20%         |      |                           | 2,051   |                     | 286    |               | 5/15/2016 
|Battlefield Mall  1                |  |      |  | 7.50%         |      |                           | 45,040  |                     | 4,765  |               | 1/1/2004  
|Battlefield Mall  2                |  |      |  | 6.81%         |      |                           | 43,513  |                     | 3,524  |               | 1/1/2004  
|Biltmore Square                     |  |      |  | 7.95%         |      |                           | 26,000  |                     | 2,067  | (2)           | 12/11/2010
|Bloomingdale Court                  |  | (5)  |  | 7.78%         |      |                           | 29,333  |                     | 2,578  |               | 10/1/2009 
|Bowie Mall  1                      |  |      |  | 3.37%         | (3)  |                           | 1,294   |                     | 44     | (2)           | 12/14/2002
|Bowie Mall  2                      |  |      |  | 3.37%         | (3)  |                           | 46,317  |                     | 1,563  | (2)           | 12/14/2005
|Brunswick Square                    |  |      |  | 3.37%         | (3)  |                           | 45,000  |                     | 1,518  | (2)           | 6/12/2005 
|Century III Mall                    |  |      |  | 6.78%         |      |                           | 66,000  |                     | 4,475  | (2)           | 7/1/2003  
|Chesapeake Center                   |  |      |  | 8.44%         |      |                           | 6,563   |                     | 554    | (2)           | 5/15/2015 
|Chesapeake Square                   |  |      |  | 4.62%         | (16) |                           | 47,000  |                     | 2,173  | (2)           | 7/1/2006  
|Cielo Vista Mall  1                |  | (6)  |  | 9.38%         |      |                           | 52,930  |                     | 5,828  |               | 5/1/2007  
|Cielo Vista Mall  2                |  |      |  | 8.13%         |      |                           | 1,250   |                     | 376    |               | 11/1/2005 
|Cielo Vista Mall  3                |  | (6)  |  | 6.76%         |      |                           | 37,665  |                     | 3,039  |               | 5/1/2007  
|CMBS Loan  Fixed Component         |  | (7)  |  | 7.31%         |      |                           | 175,000 |                     | 12,790 | (2)           | 12/15/2004
|CMBS Loan  Variable Component      |  | (7)  |  | 6.20%         | (8)  |                           | 50,000  |                     | 3,100  | (2)           | 12/15/2004
|College Mall  1                    |  | (9)  |  | 7.00%         |      |                           | 39,465  |                     | 3,908  |               | 1/1/2009  
|College Mall  2                    |  | (9)  |  | 6.76%         |      |                           | 11,602  |                     | 935    |               | 1/1/2009  
|Crystal River                       |  |      |  | 7.63%         |      |                           | 16,158  |                     | 1,385  |               | 11/11/2010
|Eastland Mall (OK)                  |  | (12) |  | 6.81%         |      |                           | 14,759  |                     | 1,375  |               | 3/15/2003 
|Eastland Mall  2                   |  |      |  | 6.57%         |      |                           | 5,911   |                     | 541    |               | 3/15/2003 
|Forest Mall  1                     |  | (12) |  | 6.57%         |      |                           | 12,589  |                     | 1,152  |               | 3/15/2003 
|Forest Mall  2                     |  | (12) |  | 6.81%         |      |                           | 2,706   |                     | 252    |               | 3/15/2003 
|Forest Mall  3                     |  |      |  | 6.57%         |      |                           | 2,191   |                     | 200    |               | 3/15/2003 
|Forest Plaza                        |  | (5)  |  | 7.78%         |      |                           | 16,088  |                     | 1,414  |               | 10/1/2009 
|Forest Village Park Mall  1        |  | (1)  |  | 6.57%         |      |                           | 20,600  |                     | 1,353  | (2)           | 3/15/2003 
|Forest Village Park Mall  2        |  | (1)  |  | 7.01%         |      |                           | 1,250   |                     | 88     | (2)           | 3/15/2003 
|Forum Phase I  Class A-1           |  |      |  | 7.13%         |      |                           | 46,996  |                     | 3,348  | (2)           | 5/15/2004 
|Forum Phase I  Class A-2           |  |      |  | 6.19%         | (13) |                           | 44,386  |                     | 2,747  | (2)           | 5/15/2004 
|Forum Phase II  Class A-1          |  |      |  | 7.13%         |      |                           | 43,004  |                     | 3,064  | (2)           | 5/15/2004 
|Forum Phase II  Class A-2          |  |      |  | 6.19%         | (13) |                           | 40,614  |                     | 2,514  | (2)           | 5/15/2004 
|Greenwood Park Mall  1             |  | (9)  |  | 7.00%         |      |                           | 33,053  |                     | 3,273  |               | 1/1/2009  
|Greenwood Park Mall  2             |  | (9)  |  | 6.76%         |      |                           | 59,946  |                     | 4,831  |               | 1/1/2009  
|Grove at Lakeland Square, The       |  |      |  | 8.44%         |      |                           | 3,750   |                     | 317    | (2)           | 5/15/2015 
|Gulf View Square                    |  |      |  | 8.25%         |      |                           | 35,777  |                     | 3,652  |               | 10/1/2006 
|Highland Lakes Center               |  |      |  | 3.37%         | (3)  |                           | 12,877  |                     | 434    | (2)           | 3/1/2002  
|Hutchinson Mall  1                 |  | (12) |  | 8.44%         |      |                           | 11,062  |                     | 1,108  |               | 11/1/2002 
|Hutchinson Mall  2                 |  | (12) |  | 6.81%         |      |                           | 4,428   |                     | 413    |               | 9/15/2002 
|Ingram Park Mall                    |  | (41) |  | 6.99%         |      |                           | 84,065  |                     | 6,724  |               | 8/11/2011 
|Jefferson Valley Mall               |  |      |  | 3.12%         | (14) |                           | 60,000  |                     | 1,874  | (2)           | 1/11/2004 
|Keystone at the Crossing            |  |      |  | 7.85%         |      |                           | 62,163  |                     | 5,642  |               | 7/1/2027  
|Knoxville Center                    |  | (41) |  | 6.99%         |      |                           | 63,659  |                     | 5,092  |               | 8/11/2011 
|Lake View Plaza                     |  | (5)  |  | 7.78%         |      |                           | 21,386  |                     | 1,880  |               | 10/1/2009 

28

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|Lakeline Mall                  |  |      |  | 7.65%  |      |  | 70,503  |  | 6,300  |     | 5/1/2007   |    
|------------------------------ |  | ---- |  | ------ | ---- |  | ------- |  | ------ | --- | ---------- | ---
|Lakeline Plaza                 |  | (5)  |  | 7.78%  |      |  | 23,447  |  | 2,061  |     | 10/1/2009  |    
|Lincoln Crossing               |  | (5)  |  | 7.78%  |      |  | 3,239   |  | 285    |     | 10/1/2009  |    
|Longview Mall  1              |  | (1)  |  | 6.57%  |      |  | 22,100  |  | 1,452  | (2) | 3/15/2003  | (4)
|Longview Mall  2              |  | (1)  |  | 7.01%  |      |  | 5,500   |  | 386    | (2) | 3/15/2003  | (4)
|Mainland Crossing              |  |      |  | 3.37%  | (3)  |  | 1,603   |  | 54     | (2) | 3/31/2002  |    
|Markland Mall                  |  | (12) |  | 6.57%  |      |  | 9,835   |  | 900    |     | 3/15/2003  | (4)
|Matteson Plaza                 |  | (5)  |  | 7.78%  |      |  | 9,418   |  | 828    |     | 10/1/2009  |    
|McCain Mall  1                |  | (6)  |  | 9.38%  |      |  | 24,715  |  | 2,721  |     | 5/1/2007   |    
|McCain Mall  2                |  | (6)  |  | 6.76%  |      |  | 17,385  |  | 1,402  |     | 5/1/2007   |    
|Melbourne Square               |  |      |  | 7.42%  |      |  | 37,816  |  | 3,374  |     | 2/1/2005   |    
|Miami International Mall       |  |      |  | 6.91%  |      |  | 44,669  |  | 3,758  |     | 12/21/2003 |    
|Midland Park Mall  1          |  | (12) |  | 6.57%  |      |  | 22,129  |  | 2,024  |     | 3/15/2003  | (4)
|Midland Park Mall  2          |  | (12) |  | 6.81%  |      |  | 5,412   |  | 504    |     | 3/15/2003  | (4)
|Midland Park Mall  3          |  |      |  | 6.57%  |      |  | 11,267  |  | 1,031  |     | 3/15/2003  | (4)
|Muncie Plaza                   |  | (5)  |  | 7.78%  |      |  | 8,142   |  | 716    |     | 10/1/2009  |    
|Net Lease (Chattanooga)        |  |      |  | 6.80%  |      |  | 133     |  | 274    |     | 5/31/2002  |    
|North East Mall                |  |      |  | 3.25%  | (15) |  | 149,007 |  | 4,841  | (2) | 5/21/2004  | (4)
|North Riverside Park Plaza  1 |  |      |  | 9.38%  |      |  | 3,711   |  | 452    |     | 9/1/2002   |    
|North Riverside Park Plaza  2 |  |      |  | 10.00% |      |  | 3,330   |  | 420    |     | 9/1/2002   |    
|North Towne Square             |  | (12) |  | 6.57%  |      |  | 23,113  |  | 2,114  |     | 3/15/2003  | (4)
|Northlake Mall                 |  | (41) |  | 6.99%  |      |  | 73,438  |  | 1,958  |     | 8/11/2011  |    
|Paddock Mall                   |  |      |  | 8.25%  |      |  | 28,455  |  | 2,905  |     | 10/1/2006  |    
|Palm Beach Mall                |  |      |  | 7.50%  |      |  | 47,058  |  | 4,803  |     | 12/15/2002 |    
|Port Charlotte Town Center     |  |      |  | 7.98%  |      |  | 53,250  |  | 4,249  | (2) | 12/11/2010 |    
|Raleigh Springs Mall           |  |      |  | 3.52%  | (20) |  | 11,000  |  | 388    | (2) | 2/23/2003  |    
|Randall Park Mall  1          |  | (47) |  | 8.35%  | (24) |  | 35,000  |  | 2,923  | (2) | 12/11/2001 | (4)
|Randall Park Mall  2          |  | (47) |  | 6.87%  | (26) |  | 5,000   |  | 344    | (2) | 12/11/2001 | (4)
|Regency Plaza                  |  | (5)  |  | 7.78%  |      |  | 4,414   |  | 388    |     | 10/1/2009  |    
|Richmond Towne Square          |  |      |  | 2.87%  | (11) |  | 58,646  |  | 1,685  | (2) | 7/15/2003  | (4)
|Riverway                       |  |      |  | 3.02%  | (27) |  | 110,000 |  | 3,326  | (2) | 10/1/2006  | (4)
|Shops @ Mission Viejo          |  |      |  | 2.92%  | (17) |  | 148,073 |  | 4,329  | (2) | 8/31/2003  | (4)
|South Park Mall  1            |  | (1)  |  | 7.25%  |      |  | 18,857  |  | 1,712  |     | 6/15/2003  |    
|South Park Mall  2            |  | (1)  |  | 7.25%  |      |  | 4,715   |  | 429    |     | 6/15/2003  |    
|South Park Mall  3            |  | (1)  |  | 7.01%  |      |  | 2,000   |  | 140    | (2) | 9/15/2002  |    
|St. Charles Towne Plaza        |  | (5)  |  | 7.78%  |      |  | 28,254  |  | 2,483  |     | 10/1/2009  |    
|Sunland Park Mall              |  | (18) |  | 8.63%  |      |  | 38,258  |  | 3,773  |     | 1/1/2026   |    
|Tacoma Mall                    |  |      |  | 7.00%  |      |  | 134,778 |  | 10,770 |     | 9/28/2011  |    
|Terrace at Florida Mall, The   |  |      |  | 8.44%  |      |  | 4,688   |  | 396    | (2) | 5/15/2015  |    
|Tippecanoe Mall  1            |  |      |  | 8.45%  |      |  | 43,740  |  | 4,647  |     | 1/1/2005   |    
|Tippecanoe Mall  2            |  |      |  | 6.81%  |      |  | 15,474  |  | 1,253  |     | 1/1/2005   |    
|Towne East Square  1          |  | (9)  |  | 7.00%  |      |  | 52,176  |  | 5,167  |     | 1/1/2009   |    
|Towne East Square  2          |  | (9)  |  | 6.81%  |      |  | 24,178  |  | 1,958  |     | 1/1/2009   |    
|Towne West Square              |  | (41) |  | 6.99%  |      |  | 55,028  |  | 4,402  |     | 8/11/2011  |    
|Treasure Coast Square  1      |  |      |  | 7.42%  |      |  | 50,657  |  | 4,714  |     | 1/1/2006   |    
|Treasure Coast Square  2      |  |      |  | 8.06%  |      |  | 11,784  |  | 1,063  |     | 1/1/2006   |    
|Trolley Square                 |  |      |  | 9.03%  |      |  | 29,522  |  | 2,880  |     | 8/1/2010   |    
|University Park Mall           |  |      |  | 7.43%  |      |  | 59,500  |  | 4,421  | (2) | 10/1/2007  |    
|Valle Vista Mall  1           |  | (6)  |  | 9.38%  |      |  | 32,734  |  | 3,604  |     | 5/1/2007   |    
|Valle Vista Mall  2           |  | (6)  |  | 6.81%  |      |  | 7,729   |  | 626    |     | 5/1/2007   |    
|Waterford Lakes                |  |      |  | 3.27%  | (19) |  | 66,689  |  | 2,183  | (2) | 8/16/2002  |    
|West Ridge Plaza               |  | (5)  |  | 7.78%  |      |  | 5,690   |  | 500    |     | 10/1/2009  |    
|White Oaks Mall                |  |      |  | 3.37%  | (3)  |  | 16,500  |  | 557    | (2) | 3/1/2002   |    
|White Oaks Plaza               |  | (5)  |  | 7.78%  |      |  | 17,365  |  | 1,526  |     | 10/1/2009  |    

29

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|Windsor Park Mall  1                   |                                                          | (47) |   | 8.00%     |      |  | 3,598     |  | 288    |      | 3/1/2001   |    
|--------------------------------------- | -------------------------------------------------------- | ---- | - | --------- | ---- |  | --------- |  | ------ | ---- | ---------- | ---
|Windsor Park Mall  2                   |                                                          | (47) |   | 8.00%     |      |  | 8,581     |  | 686    |      | 5/1/2012   |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Secured Indebtedness         |      | $ | 3,344,093 |      |  |           |  |       
|Unsecured Indebtedness:                 |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Simon Property Group, LP:               |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Medium Term Notes  1                   |                                                          |      |   | 7.13%     |      |  | 100,000   |  | 7,125  | (21) | 6/24/2005  |    
|Medium Term Notes  2                   |                                                          |      |   | 7.13%     |      |  | 180,000   |  | 12,825 | (21) | 9/20/2007  |    
|Putable Asset Trust Securities          |                                                          |      |   | 6.75%     | (49) |  | 100,000   |  | 6,750  | (21) | 11/15/2003 |    
|Simon ERE Facility  Swap component     |                                                          |      |   | 7.75%     | (34) |  | 28,200    |  | 2,186  | (2)  | 7/31/2004  | (4)
|Simon ERE Facility  Variable component |                                                          |      |   | 3.93%     | (35) |  | 22,002    |  | 865    | (2)  | 7/31/2004  | (4)
|SPG, L.P. Unsecured Term Loan  1       |                                                          |      |   | 2.67%     | (22) |  | 150,000   |  | 4,011  | (2)  | 2/28/2002  |    
|SPG, L.P. Unsecured Term Loan  2       |                                                          |      |   | 2.87%     | (11) |  | 22,929    |  | 659    | (2)  | 3/30/2002  |    
|Unsecured Notes  1                     |                                                          |      |   | 6.88%     |      |  | 250,000   |  | 17,188 | (21) | 11/15/2006 |    
|Unsecured Notes  2A                    |                                                          |      |   | 6.75%     |      |  | 100,000   |  | 6,750  | (21) | 7/15/2004  |    
|Unsecured Notes  2B                    |                                                          |      |   | 7.00%     |      |  | 150,000   |  | 10,500 | (21) | 7/15/2009  |    
|Unsecured Notes  3                     |                                                          |      |   | 6.88%     |      |  | 150,000   |  | 10,313 | (21) | 10/27/2005 |    
|Unsecured Notes  4A                    |                                                          |      |   | 6.63%     |      |  | 375,000   |  | 24,844 | (21) | 6/15/2003  |    
|Unsecured Notes  4B                    |                                                          |      |   | 6.75%     |      |  | 300,000   |  | 20,250 | (21) | 6/15/2005  |    
|Unsecured Notes  4C                    |                                                          |      |   | 7.38%     |      |  | 200,000   |  | 14,750 | (21) | 6/15/2018  |    
|Unsecured Notes  5A                    |                                                          |      |   | 6.75%     |      |  | 300,000   |  | 20,250 | (21) | 2/9/2004   |    
|Unsecured Notes  5B                    |                                                          |      |   | 7.13%     |      |  | 300,000   |  | 21,375 | (21) | 2/9/2009   |    
|Unsecured Notes  6A                    |                                                          |      |   | 7.38%     |      |  | 300,000   |  | 22,125 | (21) | 1/20/2006  |    
|Unsecured Notes  6B                    |                                                          |      |   | 7.75%     |      |  | 200,000   |  | 15,500 | (21) | 1/20/2011  |    
|Unsecured Notes  7                     |                                                          |      |   | 6.38%     |      |  | 750,000   |  | 47,813 | (21) | 11/15/2007 |    
|SPG, L.P. Unsecured Term Loan  3       |                                                          |      |   | 2.67%     | (22) |  | 65,000    |  | 1,738  | (21) | 3/15/2004  | (4)
|Unsecured Revolving Credit Facility     |                                                          |      |   | 2.52%     | (23) |  | 188,000   |  | 4,745  | (2)  | 8/25/2003  | (4)
|Mandatory Par Put Remarketed Securities |                                                          |      |   | 7.00%     | (25) |  | 200,000   |  | 14,000 | (21) | 6/15/2008  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 4,431,131 |  |        |      |            |    
|Shopping Center Associates:             |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Unsecured Notes  SCA 1                 |                                                          |      |   | 6.75%     |      |  | 150,000   |  | 10,125 | (21) | 1/15/2004  |    
|Unsecured Notes  SCA 2                 |                                                          |      |   | 7.63%     |      |  | 110,000   |  | 8,388  | (21) | 5/15/2005  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 260,000   |  |        |      |            |    
|The Retail Property Trust:              |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Unsecured Notes  CPI 1                 |                                                          |      |   | 9.00%     |      |  | 250,000   |  | 22,500 | (21) | 3/15/2002  |    
|Unsecured Notes  CPI 2                 |                                                          |      |   | 7.05%     |      |  | 100,000   |  | 7,050  | (21) | 4/1/2003   |    
|Unsecured Notes  CPI 3                 |                                                          |      |   | 7.75%     |      |  | 150,000   |  | 11,625 | (21) | 8/15/2004  |    
|Unsecured Notes  CPI 4                 |                                                          |      |   | 7.18%     |      |  | 75,000    |  | 5,385  | (21) | 9/1/2013   |    
|Unsecured Notes  CPI 5                 |                                                          |      |   | 7.88%     |      |  | 250,000   |  | 19,688 | (21) | 3/15/2016  |    
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        |                                                          |      |   |           |      |  | 825,000   |  |        |      |            |    
|                                        | Total Combined Consolidated Unsecured Indebtedness       |      | $ | 5,516,131 |      |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Indebtedness at Face Amounts |      | $ | 8,860,224 |      |  |           |  |       
|                                        | Fair Value Interest Rate Swaps                           |      | $ | (3,735)   | (45) |  |           |  |       
|                                        | Net Discount on Indebtedness                             |      | $ | (15,111   | )    |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|                                        | Total Combined Consolidated Indebtedness                 |      | $ | 8,841,378 | (40) |  |           |  |       
|                                        |                                                          |      |   |           |      |  |           |  |        |      |           
|Joint Venture Indebtedness:             |                                                          |      |   |           |      |  |           |  |        |      |            |    
|Apple Blossom Mall                      |                                                          |      |   | 7.99%     |      |  | 40,306    |  | 3,607  |      | 9/10/2009  |    
|Arizona Mills                           |                                                          |      |   | 7.90%     |      |  | 144,736   |  | 12,713 |      | 10/5/2010  |    
|Arundel Mills                           |                                                          |      |   | 3.27%     | (19) |  | 170,092   |  | 5,568  | (2)  | 4/30/2005  | (4)

30

---

|Atrium at Chestnut Hill                  |  |      |  | 6.89% |      |  | 48,819  |  | 3,880  |     | 3/11/2011  |    
|---------------------------------------- |  | ---- |  | ----- | ---- |  | ------- |  | ------ | --- | ---------- | ---
|Auburn Mall                              |  |      |  | 7.99% |      |  | 47,187  |  | 4,222  |     | 9/10/2009  |    
|Aventura Mall  A                        |  |      |  | 6.55% |      |  | 141,000 |  | 9,231  | (2) | 4/6/2008   |    
|Aventura Mall  B                        |  |      |  | 6.60% |      |  | 25,400  |  | 1,675  | (2) | 4/6/2008   |    
|Aventura Mall  C                        |  |      |  | 6.89% |      |  | 33,600  |  | 2,314  | (2) | 4/6/2008   |    
|Avenues, The                             |  |      |  | 8.36% |      |  | 55,229  |  | 5,555  |     | 5/15/2003  |    
|Cape Cod Mall                            |  |      |  | 6.80% |      |  | 99,311  |  | 7,821  |     | 3/11/2011  |    
|Circle Centre Mall  1                   |  |      |  | 2.31% | (28) |  | 60,000  |  | 1,388  | (2) | 1/31/2004  | (4)
|Circle Centre Mall  2                   |  |      |  | 3.37% | (29) |  | 7,500   |  | 253    | (2) | 1/31/2004  | (4)
|CMBS Loan  Fixed Component (IBM)        |  | (30) |  | 7.41% |      |  | 300,000 |  | 22,229 | (2) | 5/1/2006   |    
|CMBS Loan  Fixed Component  2 (IBM)    |  | (30) |  | 8.13% |      |  | 57,100  |  | 4,643  | (2) | 5/15/2006  |    
|CMBS Loan  Floating Component (IBM)     |  | (30) |  | 2.37% |      |  | 184,500 |  | 4,373  | (2) | 5/1/2003   |    
|CMBS Loan  Floating Component  2 (IBM) |  | (30) |  | 2.24% |      |  | 81,400  |  | 1,826  | (2) | 5/15/2006  |    
|Cobblestone Court                        |  |      |  | 7.64% | (31) |  | 6,180   |  | 472    | (2) | 1/1/2006   |    
|Concord Mills                            |  |      |  | 3.22% | (32) |  | 180,717 |  | 5,826  | (2) | 12/2/2003  | (4)
|Coral Square                             |  |      |  | 8.00% |      |  | 90,000  |  | 7,200  | (2) | 10/1/2010  |    
|Crystal Court                            |  |      |  | 7.64% | (31) |  | 3,570   |  | 273    | (2) | 1/1/2006   |    
|Crystal Mall                             |  |      |  | 8.66% |      |  | 46,796  |  | 5,384  |     | 2/1/2003   |    
|Dadeland Mall                            |  |      |  | 2.67% | (33) |  | 140,000 |  | 3,743  | (2) | 2/1/2002   |    
|Emerald Square Mall  1                  |  |      |  | 3.17% | (10) |  | 129,400 |  | 4,350  | (2) | 4/1/2005   | (4)
|Emerald Square Mall  2                  |  |      |  | 4.92% | (50) |  | 15,600  |  | 524    | (2) | 4/1/2005   | (4)
|European Assets  Fixed Components       |  |      |  | 6.38% |      |  | 34,120  |  | 2,175  |     | 12/13/2009 |    
|European Assets  Variable Components    |  |      |  | 5.71% | (46) |  | 13,159  |  | 751    |     | 6/26/2009  |    
|Fairfax Court                            |  |      |  | 7.64% | (31) |  | 10,320  |  | 788    | (2) | 1/1/2006   |    
|Fashion Centre Pentagon Retail           |  |      |  | 6.63% |      |  | 166,587 |  | 14,221 |     | 9/11/2011  |    
|Fashion Centre Pentagon Office           |  |      |  | 3.37% | (3)  |  | 33,000  |  | 13,360 | (2) | 9/10/2004  | (4)
|Fashion Valley Mall                      |  |      |  | 6.50% |      |  | 199,674 |  | 15,170 |     | 10/11/2008 |    
|Florida Mall, The                        |  |      |  | 7.55% |      |  | 267,827 |  | 22,766 |     | 11/13/2010 |    
|Gaitway Plaza                            |  |      |  | 7.64% | (31) |  | 7,350   |  | 562    | (2) | 1/1/2006   |    
|Grapevine Mills  1                      |  |      |  | 6.47% |      |  | 155,000 |  | 10,029 | (2) | 10/1/2008  |    
|Grapevine Mills  2                      |  |      |  | 8.39% |      |  | 14,395  |  | 1,324  |     | 11/5/2008  |    
|Great Northeast Plaza                    |  |      |  | 9.04% |      |  | 17,171  |  | 1,744  |     | 6/1/2006   |    
|Greendale Mall                           |  |      |  | 8.23% |      |  | 41,416  |  | 3,779  |     | 11/1/2006  |    
|Gwinnett Place  1                       |  |      |  | 7.54% |      |  | 38,506  |  | 3,412  |     | 4/1/2007   |    
|Gwinnett Place  2                       |  |      |  | 7.25% |      |  | 84,425  |  | 7,070  |     | 4/1/2007   |    
|Highland Mall                            |  |      |  | 6.83% |      |  | 70,736  |  | 5,571  |     | 6/30/2011  |    
|Indian River Commons                     |  |      |  | 7.58% |      |  | 8,309   |  | 710    |     | 11/1/2004  |    
|Indian River Mall                        |  |      |  | 7.58% |      |  | 46,105  |  | 3,941  |     | 11/1/2004  |    
|Liberty Tree Mall                        |  |      |  | 3.37% | (3)  |  | 45,981  |  | 2,382  |     | 10/1/2003  | (4)
|Mall at Rockingham                       |  |      |  | 7.88% |      |  | 98,906  |  | 8,705  |     | 8/1/2007   |    
|Mall of America                          |  |      |  | 2.41% | (36) |  | 312,000 |  | 7,446  | (2) | 3/10/2005  | (4)
|Mall of Georgia                          |  |      |  | 7.09% |      |  | 200,000 |  | 14,180 | (2) | 7/1/2010   |    
|Mall of Georgia Crossing                 |  |      |  | 7.25% |      |  | 34,133  |  | 2,825  |     | 6/9/2006   |    
|Mall of New Hampshire  1                |  |      |  | 6.96% |      |  | 102,751 |  | 8,345  |     | 10/1/2008  |    
|Mall of New Hampshire  2                |  |      |  | 8.53% |      |  | 8,371   |  | 786    |     | 10/1/2008  |    
|Mayflower Realty Credit Facility         |  |      |  | 4.12% | (48) |  | 0       |  | 0      | (2) | 7/12/2003  | (4)
|Metrocenter                              |  |      |  | 8.45% |      |  | 29,876  |  | 3,031  |     | 2/28/2008  |    
|Montreal Forum                           |  |      |  | 4.00% | (37) |  | 34,669  |  | 1,387  | (2) | 1/31/2002  |    
|Northfield Square                        |  |      |  | 4.37% | (42) |  | 37,000  |  | 1,618  | (2) | 4/30/2005  | (4)
|Northshore Mall                          |  |      |  | 9.05% |      |  | 161,000 |  | 14,571 | (2) | 5/14/2004  |    
|Ontario Mills  4                        |  |      |  | 6.00% |      |  | 3,345   |  | 201    | (2) | 12/28/2009 |    
|Ontario Mills  5                        |  |      |  | 6.75% |      |  | 140,507 |  | 11,286 |     | 11/2/2008  |    
|Ontario Mills  6                        |  |      |  | 8.00% |      |  | 10,429  |  | 925    |     | 12/5/2008  |    
|Orlando Premium Outlets                  |  |      |  | 3.17% | (38) |  | 58,453  |  | 1,855  | (2) | 2/12/2004  | (4)

31

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|Plaza at Buckland Hills, The |                                                  |  |   | 7.64%     | (31) |  | 17,570  |  | 1,342  | (2) | 1/1/2006  |    
|---------------------------- | ------------------------------------------------ |  | - | --------- | ---- |  | ------- |  | ------ | --- | --------- | ---
|Ridgewood Court              |                                                  |  |   | 7.64%     | (31) |  | 8,090   |  | 618    | (2) | 1/1/2006  |    
|Royal Eagle Plaza            |                                                  |  |   | 7.64%     | (31) |  | 7,920   |  | 605    | (2) | 1/1/2006  |    
|Seminole Towne Center        |                                                  |  |   | 4.37%     | (43) |  | 70,500  |  | 3,083  | (2) | 7/1/2005  | (4)
|Shops at Sunset Place, The   |                                                  |  |   | 3.02%     | (39) |  | 113,829 |  | 3,442  | (2) | 6/30/2002 |    
|Smith Haven Mall             |                                                  |  |   | 7.86%     |      |  | 115,000 |  | 9,039  | (2) | 6/1/2006  |    
|Solomon Pond                 |                                                  |  |   | 7.83%     |      |  | 94,034  |  | 8,564  |     | 2/1/2004  |    
|Source, The                  |                                                  |  |   | 6.65%     |      |  | 124,000 |  | 8,246  | (2) | 11/6/2008 |    
|Square One                   |                                                  |  |   | 8.40%     |      |  | 103,114 |  | 10,139 |     | 7/1/2002  | (4)
|Town Center at Cobb  1      |                                                  |  |   | 7.54%     |      |  | 49,059  |  | 4,347  |     | 4/1/2007  |    
|Town Center at Cobb  2      |                                                  |  |   | 7.25%     |      |  | 64,250  |  | 5,381  |     | 4/1/2007  |    
|Village Park Plaza           |                                                  |  |   | 7.64%     | (31) |  | 8,960   |  | 685    | (2) | 1/1/2006  |    
|West Town Corners            |                                                  |  |   | 7.64%     | (31) |  | 10,330  |  | 789    | (2) | 1/1/2006  |    
|West Town Mall               |                                                  |  |   | 6.90%     |      |  | 76,000  |  | 5,244  | (2) | 5/1/2008  |    
|Westchester, The  1         |                                                  |  |   | 8.74%     |      |  | 148,058 |  | 14,478 |     | 9/1/2005  |    
|Westchester, The  2         |                                                  |  |   | 7.20%     |      |  | 52,504  |  | 4,399  |     | 9/1/2005  |    
|Westland Park Plaza          |                                                  |  |   | 7.64%     | (31) |  | 4,950   |  | 378    | (2) | 1/1/2006  |    
|Willow Knolls Court          |                                                  |  |   | 7.64%     | (31) |  | 6,490   |  | 496    | (2) | 1/1/2006  |    
|Yards Plaza, The             |                                                  |  |   | 7.64%     | (31) |  | 8,270   |  | 632    | (2) | 1/1/2006  |    
|                             |                                                  |  |   |           |      |  |         |  |        |     |          
|                             | Total Joint Venture Indebtedness at Face Amounts |  | $ | 5,676,892 |      |  |         |  |       
|                             | Net Premium on Indebtedness                      |  | $ | 12,496    |      |  |         |  |       
|                             |                                                  |  |   |           |      |  |         |  |        |     |          
|                             | Total Joint Venture Indebtedness                 |  | $ | 5,689,388 | (44) |  |         |  |       
|                             |                                                  |  |   |           |      |  |         |  |        |     |          

(Footnotes on following page)

32

---

(Footnotes for preceding pages)

33

---



Item 3. Legal Proceedings

The information set forth in Note 11 to Notes to Financial Statements on pages 72 and 73 in the 2001 Annual Report to Shareholders filed
as Exhibit 13.1 regarding pending material litigation is incorporated herein by reference.

We
are also subject to routine litigation, claims and administrative proceedings arising in the ordinary course of business, none of which are expected to have a material adverse effect
on our financial position or results of operations.

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

None.

Part II

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



The Paired Shares of the Companies trade on the New York Stock Exchange ("NYSE") under the symbol "SPG". The quarterly price range on the NYSE for the
Paired
Shares and the distributions declared per share for each quarter in the last two fiscal years are shown below:

High

Low

Close

Declared
Distribution20011st Quarter

26.48

23.75

25.60

$
0.50502nd Quarter

29.97

25.09

29.97

$
0.52503rd Quarter

30.97

25.08

26.91

$
0.52504th Quarter

29.97

26.40

29.33

$
0.525020001st Quarter

25.500

21.875

23.313

$
0.50502nd Quarter

27.125

22.188

22.188

$
0.50503rd Quarter

26.813

22.688

23.438

$
0.50504th Quarter

24.938

21.500

24.000

$
0.5050


There
is no established public trading market for SPG's Class B common stock or Class C common stock. Distributions per share of the Class B and Class C
common stock were identical to the other Paired Shares.



The number of holders of record of the Paired Shares was 2,455 as of March 20, 2002. Additionally, the Class B common stock is held entirely
by a
voting trust to which Melvin Simon, Herbert Simon, David Simon and certain of their affiliates are parties and is exchangeable on a one-for-one basis into Paired Shares, and
the Class C common stock is held entirely by The Edward J. DeBartolo Corporation and is also exchangeable on a one-for-one basis into Paired Shares.



SPG qualifies as a REIT under the Code. To maintain its status as a REIT, SPG is required each year to distribute to its shareholders at least 90% of
its taxable
income after certain adjustments.

34

---

Future
distributions are determined in the discretion of the Boards of Directors and will depend on the actual cash flow of the Companies, their financial condition, capital
requirements, the annual REIT
distribution requirements and such other factors as the Board of Directors of the Companies deem relevant.

The
Companies have an Automatic Dividend Reinvestment Plan (the "Plan") which allows shareholders to acquire additional Paired Shares by automatically reinvesting cash dividends. Paired
Shares are acquired pursuant to the Plan at a price equal to the prevailing market price of such Paired Shares, without payment of any brokerage commission or service charge. Shareholders who do not
participate in the Plan continue to receive cash dividends, as declared.



During the fourth quarter of 2001, the Companies issued 536,806 Paired Shares to limited partners of the Operating Partnerships in exchange for an
equal number
of Units. The issuance of the securities was made pursuant to the terms of the partnership agreements for the Operating Partnerships and was exempt from registration under the Securities Act of 1933,
as amended, in reliance upon Section 4(2) as an exempt private offering. The Companies subsequently registered the resale of the Paired Shares under the Securities Act in accordance with the
terms of the agreements with the exchanging limited partners.

Item 6. Selected Financial Data

The information required by this item is incorporated herein by reference to the Selected Financial Data section on pages 20 and 21 of the 2001
Annual Report to Shareholders filed as Exhibit 13.1 to this Form 10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and
Results of Operations section on pages 22 to 34 of the 2001 Annual Report to Shareholders filed as Exhibit 13.1 to this Form 10-K.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and
Results of Operations section on page 29 of the 2001 Annual Report to Shareholders under the caption Liquidity and Capital Resources, filed as Exhibit 13.1 to this Form 10-K.

Item 8. Financial Statements and Supplementary Data

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

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

None.

35

---

Part III

Item 10. Directors and Executive Officers of the Registrants

The information required by this item is incorporated herein by reference to the Companies' definitive Proxy Statements for their annual meetings
of shareholders to be filed with the Commission pursuant to Regulation 14A and the information included under the caption "Executive Officers of the Registrants" in Part I hereof.

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

Item 13. Certain Relationships and Related Transactions

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

36

---

PART IV

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

(a)
(1) Financial Statements

The
Companies' combined and individual financial statements and independent auditors' report are incorporated herein by reference to the financial statements and independent auditors'
reports on
pages 36 to 76 in the 2001 Annual Report to Shareholders, filed as Exhibit 13.1. In addition, the financial statements of Mill Creek Land LLC, a significant subsidiary of SRC, which are filed
as Exhibit 99.1, are incorporated herein by reference.

(2)
Financial Statement Schedules Page No.

| |  | Report of Independent Public Accountants                                                                                                 |  | 40
| |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | --
| |  | Simon Property Group, Inc. and SPG Realty Consultants, Inc. Combined Schedule III  Schedule of Real Estate and Accumulated Depreciation |  | 41
| |  | Notes to Combined Schedule III                                                                                                           |  | 47

(3)
Exhibits

| |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item. |  | 49
| |  | ----------------------------------------------------------------------------------- |  | --

(b)Reports on Form 8-K

One
Form 8-K was filed during the fourth quarter ended December 31, 2001.

On
November 14, 2001 under Item 5Other Events, the Companies reported that they made available additional ownership and operational information concerning the
Companies and the SPG Operating Partnership and the properties owned or managed as of September 30, 2001, in the form of a Supplemental Information package. A copy of the package was included
as an exhibit to the 8-K filing.

37

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to
be
signed on its behalf by the undersigned, thereunto duly authorized.

| |  | SIMON PROPERTY GROUP, INC. AND
SPG REALTY CONSULTANTS, INC.
| |  | -----------------------------------------------------------
| |  | By                                                         

March 29, 2002

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

|Signature                                 |  | Capacity                                                           |  | Date          
|----------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|/s/DAVID SIMONDavid Simon                 |  | Chief Executive Officer and Director
(Principal Executive Officer) |  | March 29, 2002
|/s/HERBERT SIMONHerbert Simon             |  | Co-Chairman of the Board of Directors                              |  | March 29, 2002
|/s/MELVIN SIMONMelvin Simon               |  | Co-Chairman of the Board of Directors                              |  | March 29, 2002
|/s/HANS C. MAUTNERHans C. Mautner         |  | Vice Chairman of the Board of Directors                            |  | March 29, 2002
|/s/RICHARD SOKOLOVRichard Sokolov         |  | President, Chief Operating Officer
and Director                    |  | March 29, 2002
|/s/BIRCH BAYHBirch Bayh                   |  | Director                                                           |  | March 29, 2002
|/s/MELVYN E. BERGSTEINMelvyn E. Bergstein |  | Director                                                           |  | March 29, 2002
|                                          |  |                                                                    |  |               

38

---

|/s/PIETER S. VAN DEN BERGPieter S. Van Den Berg     |  | Director                                                                           |  | March 29, 2002
|--------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | --------------
|/s/G. WILLIAM MILLERG. William Miller               |  | Director                                                                           |  | March 29, 2002
|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                                                           |  | March 29, 2002
|/s/J. ALBERT SMITHJ. Albert Smith                   |  | Director                                                                           |  | March 29, 2002
|/s/PHILIP J. WARDPhilip J. Ward                     |  | Director                                                                           |  | March 29, 2002
|/s/M. DENISE DEBARTOLO YORKM. Denise Debartolo York |  | Director                                                                           |  | March 29, 2002
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) |  | March 29, 2002
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President
(Principal Accounting Officer)                               |  | March 29, 2002

39

---



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To
the Board of Directors of
Simon Property Group, Inc. and SPG Realty Consultants, Inc.:

We
have audited in accordance with auditing standards generally accepted in the United States, the financial statements of SIMON PROPERTY GROUP, INC. and SPG REALTY CONSULTANTS, INC.
included in this Form 10-K and have issued our report thereon dated March 28, 2002. Our audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule, "Schedule III: Real Estate and Accumulated Depreciation", as of December 31, 2001, of Simon Property Group, Inc. and SPG Realty
Consultants, Inc. is the responsibility of the Companies' management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic
financial statements. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ARTHUR
ANDERSEN LLP

Indianapolis,
Indiana
March 28, 2002.

40

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SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                                    |  |   |        | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |         |  |   |      
|--------------------------------------------------- |  | - | ------ | --------------------- | - | ------------------------------------------ |  | ------------------------------------------------- | ------- |  | - | -----
|
|Regional Malls                                      |  |   |        |                       |   |                                            |  |                                                   |         |  |   |      
|Alton Square, Alton, IL                             |  | $ | 0      |                       | $ | 154                                        |  | $                                                 | 7,641   |  | $ | 0    
|Amigoland Mall, Brownsville, TX                     |  |   | 0      |                       |   | 1,045                                      |  |                                                   | 1,318   |  |   | 0    
|Anderson Mall, Anderson, SC                         |  |   | 27,500 |                       |   | 1,712                                      |  |                                                   | 18,072  |  |   | 1,363
|Arsenal Mall, Watertown, MA                         |  |   | 35,900 |                       |   | 14,500                                     |  |                                                   | 44,763  |  |   | 0    
|Arsenal Mall HCHP, Watertown, MA                    |  |   | 0      |                       |   | 1,005                                      |  |                                                   | 2,917   |  |   | 0    
|Aurora Mall, Aurora, CO                             |  |   | 0      |                       |   | 11,400                                     |  |                                                   | 55,692  |  |   | 0    
|Barton Creek Square, Austin, TX                     |  |   | 0      |                       |   | 4,414                                      |  |                                                   | 20,699  |  |   | 771  
|Battlefield Mall, Springfield, MO                   |  |   | 88,553 |                       |   | 3,919                                      |  |                                                   | 27,310  |  |   | 3,225
|Bay Park Square, Green Bay, WI                      |  |   | 24,848 |                       |   | 6,864                                      |  |                                                   | 25,623  |  |   | 1,620
|Bergen Mall, Paramus, NJ                            |  |   | 0      |                       |   | 10,918                                     |  |                                                   | 92,893  |  |   | 0    
|Biltmore Square, Asheville, NC                      |  |   | 26,000 |                       |   | 6,641                                      |  |                                                   | 23,582  |  |   | 0    
|Bowie Town Center, Bowie, MD                        |  |   | 47,611 |                       |   | 3,358                                      |  |                                                   | 570     |  |   | 4    
|Boynton Beach Mall, Boynton Beach, FL               |  |   | 0      |                       |   | 22,240                                     |  |                                                   | 79,226  |  |   | 0    
|Brea Mall, Brea, CA                                 |  |   | 0      |                       |   | 39,500                                     |  |                                                   | 209,202 |  |   | 0    
|Broadway Square, Tyler, TX                          |  |   | 0      |                       |   | 11,470                                     |  |                                                   | 32,439  |  |   | 0    
|Brunswick Square, East Brunswick, NJ                |  |   | 45,000 |                       |   | 8,436                                      |  |                                                   | 55,838  |  |   | 0    
|Burlington Mall, Burlington, MA                     |  |   | 0      |                       |   | 46,600                                     |  |                                                   | 303,618 |  |   | 0    
|Castleton Square, Indianapolis, IN                  |  |   | 0      |                       |   | 27,536                                     |  |                                                   | 98,287  |  |   | 2,500
|Century III Mall, Pittsburgh, PA                    |  |   | 66,000 |                       |   | 17,251                                     |  |                                                   | 117,822 |  |   | 10   
|Charlottesville Fashion Square, Charlottesville, VA |  |   | 0      |                       |   | 0                                          |  |                                                   | 54,738  |  |   | 0    
|Chautauqua Mall, Jamestown, NY                      |  |   | 0      |                       |   | 3,257                                      |  |                                                   | 9,641   |  |   | 0    
|Cheltenham Square, Philadelphia, PA                 |  |   | 34,226 |                       |   | 14,227                                     |  |                                                   | 43,699  |  |   | 0    
|Chesapeake Square, Chesapeake, VA                   |  |   | 47,000 |                       |   | 11,534                                     |  |                                                   | 70,461  |  |   | 0    
|Cielo Vista Mall, El Paso, TX                       |  |   | 91,845 |                       |   | 1,307                                      |  |                                                   | 18,512  |  |   | 608  
|College Mall, Bloomington, IN                       |  |   | 51,067 |                       |   | 1,012                                      |  |                                                   | 16,245  |  |   | 722  
|Columbia Center, Kennewick, WA                      |  |   | 0      |                       |   | 18,285                                     |  |                                                   | 66,580  |  |   | 0    
|Cordova Mall, Pensacola, FL                         |  |   | 0      |                       |   | 18,633                                     |  |                                                   | 75,880  |  |   | 0    
|Cottonwood Mall, Albuquerque, NM                    |  |   | 0      |                       |   | 11,585                                     |  |                                                   | 68,958  |  |   | 0    
|Crossroads Mall, Omaha, NE                          |  |   | 0      |                       |   | 881                                        |  |                                                   | 37,263  |  |   | 409  
|Crystal River Mall, Crystal River, FL               |  |   | 16,158 |                       |   | 5,661                                      |  |                                                   | 20,241  |  |   | 0    
|DeSoto Square, Bradenton, FL                        |  |   | 38,880 |                       |   | 9,380                                      |  |                                                   | 52,716  |  |   | 0    
|Eastern Hills Mall, Buffalo, NY                     |  |   | 0      |                       |   | 15,444                                     |  |                                                   | 47,604  |  |   | 12   
|Eastland Mall, Tulsa, OK                            |  |   | 20,670 |                       |   | 3,124                                      |  |                                                   | 24,035  |  |   | 518  
|Edison Mall, Fort Myers, FL                         |  |   | 0      |                       |   | 11,529                                     |  |                                                   | 107,381 |  |   | 0    

41

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SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                                           |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |         |  |       
|---------------------------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | ------
|
|Fashion Mall at Keystone at the Crossing, Indianapolis, IN |  | 62,163  |  | 0                     |  | 120,579                                    |  | 0                                                 |  | 7,061   |  | 0     
|Forest Mall, Fond Du Lac, WI                               |  | 17,486  |  | 728                   |  | 4,498                                      |  | 0                                                 |  | 6,423   |  | 728   
|Forest Village Park, Forestville, MD                       |  | 21,850  |  | 1,212                 |  | 4,625                                      |  | 757                                               |  | 4,722   |  | 1,969 
|Great Lakes Mall, Cleveland, OH                            |  | 0       |  | 13,023                |  | 100,362                                    |  | 432                                               |  | 6,134   |  | 13,455
|Greenwood Park Mall, Greenwood, IN                         |  | 92,999  |  | 2,559                 |  | 23,445                                     |  | 5,277                                             |  | 58,682  |  | 7,836 
|Gulf View Square, Port Richey, FL                          |  | 35,777  |  | 13,690                |  | 39,997                                     |  | 0                                                 |  | 10,558  |  | 13,690
|Haywood Mall, Greenville, SC                               |  | 0       |  | 11,604                |  | 133,893                                    |  | 6                                                 |  | 516     |  | 11,610
|Heritage Park, Midwest City, OK                            |  | 0       |  | 598                   |  | 6,213                                      |  | 0                                                 |  | 1,977   |  | 598   
|Hutchinson Mall, Hutchison, KS                             |  | 15,490  |  | 1,439                 |  | 18,411                                     |  | 0                                                 |  | 3,425   |  | 1,439 
|Independence Center, Independence, MO                      |  | 0       |  | 5,539                 |  | 45,822                                     |  | 2                                                 |  | 18,642  |  | 5,541 
|Ingram Park Mall, San Antonio, TX                          |  | 84,065  |  | 764                   |  | 17,163                                     |  | 169                                               |  | 15,395  |  | 933   
|Irving Mall, Irving, TX                                    |  | 0       |  | 6,737                 |  | 17,479                                     |  | 2,533                                             |  | 25,621  |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY                |  | 60,000  |  | 4,868                 |  | 30,304                                     |  | 0                                                 |  | 7,222   |  | 4,868 
|Knoxville Center, Knoxville, TN                            |  | 63,659  |  | 5,006                 |  | 21,965                                     |  | 3,712                                             |  | 34,792  |  | 8,718 
|Lakeline Mall, N. Austin, TX                               |  | 70,503  |  | 12,122                |  | 81,568                                     |  | 14                                                |  | 777     |  | 12,136
|La Plaza, McAllen, TX                                      |  | 0       |  | 1,375                 |  | 9,828                                      |  | 6,569                                             |  | 30,121  |  | 7,944 
|Lafayette Square, Indianapolis, IN                         |  | 0       |  | 14,251                |  | 54,589                                     |  | 0                                                 |  | 11,044  |  | 14,251
|Laguna Hills Mall, Laguna Hills, CA                        |  | 0       |  | 28,074                |  | 55,689                                     |  | 0                                                 |  | 4,293   |  | 28,074
|Lenox Square, Atlanta, GA                                  |  | 0       |  | 38,213                |  | 492,411                                    |  | 0                                                 |  | 3,913   |  | 38,213
|Lima Mall, Lima, OH                                        |  | 0       |  | 7,910                 |  | 35,495                                     |  | 0                                                 |  | 6,307   |  | 7,910 
|Lincolnwood Town Center, Lincolnwood, IL                   |  | 0       |  | 9,368                 |  | 63,490                                     |  | 28                                                |  | 186     |  | 9,396 
|Livingston Mall, Livingston, NJ                            |  | 0       |  | 30,200                |  | 105,250                                    |  | 0                                                 |  | 5,147   |  | 30,200
|Longview Mall, Longview, TX                                |  | 27,600  |  | 270                   |  | 3,602                                      |  | 124                                               |  | 7,390   |  | 394   
|Machesney Park Mall, Rockford, IL                          |  | 0       |  | 614                   |  | 3,438                                      |  | 120                                               |  | 4,249   |  | 734   
|Markland Mall, Kokomo, IN                                  |  | 9,835   |  | 0                     |  | 7,568                                      |  | 0                                                 |  | 5,198   |  | 0     
|Mc Cain Mall, N. Little Rock, AR                           |  | 42,100  |  | 0                     |  | 9,515                                      |  | 0                                                 |  | 8,615   |  | 0     
|Melbourne Square, Melbourne, FL                            |  | 37,816  |  | 15,762                |  | 55,891                                     |  | 0                                                 |  | 5,840   |  | 15,762
|Memorial Mall, Sheboygan, WI                               |  | 0       |  | 175                   |  | 4,881                                      |  | 0                                                 |  | 2,760   |  | 175   
|Menlo Park Mall, Edison, NJ                                |  | 0       |  | 65,684                |  | 223,252                                    |  | 0                                                 |  | 7,748   |  | 65,684
|Miami International Mall, Miami, FL                        |  | 44,669  |  | 13,794                |  | 69,701                                     |  | 8,953                                             |  | 14,145  |  | 22,747
|Midland Park Mall, Midland, TX                             |  | 38,808  |  | 687                   |  | 9,213                                      |  | 0                                                 |  | 8,708   |  | 687   
|Miller Hill Mall, Duluth, MN                               |  | 0       |  | 2,537                 |  | 18,113                                     |  | 0                                                 |  | 19,401  |  | 2,537 
|Mission Viejo Mall, Mission Viejo, CA                      |  | 148,073 |  | 9,139                 |  | 54,445                                     |  | 7,491                                             |  | 145,053 |  | 16,630
|Mounds Mall, Anderson, IN                                  |  | 0       |  | 0                     |  | 2,689                                      |  | 0                                                 |  | 2,213   |  | 0     

42

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SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                               |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |         |  |        
|---------------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | -------
|
|Muncie Mall, Muncie, IN                        |  | 0       |  | 172                   |  | 5,964                                      |  | 52                                                |  | 22,536  |  | 224    
|Nanuet Mall, Nanuet, NY                        |  | 0       |  | 27,548                |  | 162,993                                    |  | 0                                                 |  | 1,527   |  | 27,548 
|North East Mall, Hurst, TX                     |  | 149,007 |  | 1,347                 |  | 13,473                                     |  | 16,683                                            |  | 146,146 |  | 18,030 
|North Towne Square, Toledo, OH                 |  | 23,113  |  | 579                   |  | 8,377                                      |  | 0                                                 |  | 1,877   |  | 579    
|Northgate Mall, Seattle, WA                    |  | 0       |  | 32,550                |  | 115,314                                    |  | 0                                                 |  | 22,365  |  | 32,550 
|Northlake Mall, Atlanta, GA                    |  | 73,438  |  | 33,400                |  | 98,035                                     |  | 0                                                 |  | 1,205   |  | 33,400 
|Northwoods Mall, Peoria, IL                    |  | 0       |  | 1,203                 |  | 12,779                                     |  | 1,449                                             |  | 28,419  |  | 2,652  
|Oak Court Mall, Memphis, TN                    |  | 0       |  | 15,673                |  | 57,304                                     |  | 0                                                 |  | 3,324   |  | 15,673 
|Ocean County Mall, Toms River, NJ              |  | 0       |  | 20,900                |  | 124,945                                    |  | 0                                                 |  | 3,087   |  | 20,900 
|Orange Park Mall, Jacksonville, FL             |  | 0       |  | 13,345                |  | 65,121                                     |  | 0                                                 |  | 16,829  |  | 13,345 
|Orland Square, Orland Park, IL                 |  | 0       |  | 36,770                |  | 129,906                                    |  | 0                                                 |  | 8,066   |  | 36,770 
|Paddock Mall, Ocala, FL                        |  | 28,455  |  | 11,198                |  | 39,712                                     |  | 0                                                 |  | 5,981   |  | 11,198 
|Palm Beach Mall, West Palm Beach, FL           |  | 47,058  |  | 11,962                |  | 112,741                                    |  | 0                                                 |  | 35,288  |  | 11,962 
|Phipps Plaza, Atlanta, GA                      |  | 0       |  | 19,200                |  | 210,610                                    |  | 0                                                 |  | 4,365   |  | 19,200 
|Port Charlotte Town Center,
Port Charlotte, FL |  | 53,250  |  | 5,561                 |  | 59,381                                     |  | 0                                                 |  | 10,438  |  | 5,561  
|Prien Lake Mall, Lake Charles, LA              |  | 0       |  | 1,842                 |  | 2,813                                      |  | 3,091                                             |  | 35,288  |  | 4,933  
|Raleigh Springs Mall, Memphis, TN              |  | 11,000  |  | 9,137                 |  | 28,604                                     |  | 0                                                 |  | 12,520  |  | 9,137  
|Randall Park Mall, Cleveland, OH               |  | 40,000  |  | 4,200                 |  | 27,756                                     |  | 0                                                 |  | 18,022  |  | 4,200  
|Richardson Square, Dallas, TX                  |  | 0       |  | 4,867                 |  | 6,329                                      |  | 1,075                                             |  | 12,066  |  | 5,942  
|Richmond Towne Square, Cleveland, OH           |  | 58,646  |  | 2,666                 |  | 12,112                                     |  | 0                                                 |  | 60,610  |  | 2,666  
|Richmond Square, Richmond, IN                  |  | 0       |  | 3,410                 |  | 11,343                                     |  | 0                                                 |  | 9,567   |  | 3,410  
|River Oaks Center, Calumet City, IL            |  | 0       |  | 30,884                |  | 101,224                                    |  | 0                                                 |  | 5,184   |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ              |  | 0       |  | 49,186                |  | 212,257                                    |  | 0                                                 |  | 5,144   |  | 49,186 
|Rolling Oaks Mall, North San Antonio, TX       |  | 0       |  | 2,577                 |  | 38,609                                     |  | 0                                                 |  | 2,091   |  | 2,577  
|Roosevelt Field, Garden City, NY               |  | 0       |  | 165,006               |  | 702,008                                    |  | 2,117                                             |  | 7,595   |  | 167,123
|Ross Park Mall, Pittsburgh, PA                 |  | 0       |  | 14,557                |  | 50,995                                     |  | 9,617                                             |  | 63,062  |  | 24,174 
|Santa Rosa Plaza, Santa Rosa, CA               |  | 0       |  | 10,400                |  | 87,864                                     |  | 0                                                 |  | 2,821   |  | 10,400 
|South Hills Village, Pittsburgh, PA            |  | 0       |  | 23,453                |  | 125,840                                    |  | 0                                                 |  | 3,907   |  | 23,453 
|South Park Mall, Shreveport, LA                |  | 25,572  |  | 855                   |  | 13,684                                     |  | 74                                                |  | 2,407   |  | 929    
|South Shore Plaza, Braintree, MA               |  | 0       |  | 101,200               |  | 301,495                                    |  | 0                                                 |  | 4,614   |  | 101,200
|Southern Park Mall, Youngstown, OH             |  | 0       |  | 16,982                |  | 77,767                                     |  | 97                                                |  | 17,317  |  | 17,079 
|Southgate Mall, Yuma, AZ                       |  | 0       |  | 1,817                 |  | 7,974                                      |  | 0                                                 |  | 3,498   |  | 1,817  

43

---

SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                          |  |         |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |        |  |       
|----------------------------------------- |  | ------- |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | ------
|
|St Charles Towne Center, Waldorf, MD      |  | 0       |  | 8,853                 |  | 52,974                                     |  | 1,180                                             |  | 11,842 |  | 10,033
|Summit Mall, Akron, OH                    |  | 0       |  | 15,374                |  | 51,137                                     |  | 0                                                 |  | 14,926 |  | 15,374
|Sunland Park Mall, El Paso, TX            |  | 38,258  |  | 2,896                 |  | 28,900                                     |  | 0                                                 |  | 4,044  |  | 2,896 
|Tacoma Mall, Tacoma, WA                   |  | 134,778 |  | 38,662                |  | 125,826                                    |  | 0                                                 |  | 18,731 |  | 38,662
|Tippecanoe Mall, Lafayette, IN            |  | 59,214  |  | 4,187                 |  | 8,474                                      |  | 5,517                                             |  | 35,027 |  | 9,704 
|Town Center at Boca Raton Boca Raton, FL  |  | 0       |  | 64,200                |  | 307,511                                    |  | 0                                                 |  | 57,125 |  | 64,200
|Towne East Square, Wichita, KS            |  | 76,354  |  | 9,495                 |  | 18,479                                     |  | 2,042                                             |  | 18,246 |  | 11,537
|Towne West Square, Wichita, KS            |  | 55,028  |  | 972                   |  | 21,203                                     |  | 76                                                |  | 7,725  |  | 1,048 
|Treasure Coast Square, Jenson Beach, FL   |  | 62,441  |  | 11,124                |  | 73,108                                     |  | 3,067                                             |  | 16,060 |  | 14,191
|Tyrone Square, St. Petersburg, FL         |  | 0       |  | 15,638                |  | 120,962                                    |  | 0                                                 |  | 13,894 |  | 15,638
|University Mall, Little Rock, AR          |  | 0       |  | 123                   |  | 17,411                                     |  | 0                                                 |  | 1,000  |  | 123   
|University Mall, Pensacola, FL            |  | 0       |  | 4,741                 |  | 26,657                                     |  | 0                                                 |  | 4,387  |  | 4,741 
|University Park Mall, South Bend, IN      |  | 59,500  |  | 15,105                |  | 61,283                                     |  | 0                                                 |  | 13,143 |  | 15,105
|Upper Valley Mall, Springfield, OH        |  | 30,940  |  | 8,421                 |  | 38,745                                     |  | 0                                                 |  | 2,784  |  | 8,421 
|Valle Vista Mall, Harlingen, TX           |  | 40,463  |  | 1,398                 |  | 17,159                                     |  | 372                                               |  | 8,937  |  | 1,770 
|Virginia Center Commons, Richmond, VA     |  | 0       |  | 9,764                 |  | 50,547                                     |  | 4,149                                             |  | 6,145  |  | 13,913
|Walt Whitman Mall, Huntington Station, NY |  | 0       |  | 51,700                |  | 111,170                                    |  | 3,789                                             |  | 28,671 |  | 55,489
|Washington Square, Indianapolis, IN       |  | 33,541  |  | 20,146                |  | 41,248                                     |  | 0                                                 |  | 8,540  |  | 20,146
|West Ridge Mall, Topeka, KS               |  | 44,288  |  | 5,649                 |  | 34,132                                     |  | 197                                               |  | 6,536  |  | 5,846 
|Westminster Mall, Westminster, CA         |  | 0       |  | 45,200                |  | 84,709                                     |  | 0                                                 |  | 9,281  |  | 45,200
|White Oaks Mall, Springfield, IL          |  | 16,500  |  | 3,024                 |  | 35,692                                     |  | 1,153                                             |  | 16,010 |  | 4,177 
|Windsor Park Mall, San Antonio, TX        |  | 12,179  |  | 1,082                 |  | 16,929                                     |  | 130                                               |  | 3,047  |  | 1,212 
|Woodville Mall, Toledo, OH                |  | 0       |  | 1,831                 |  | 4,254                                      |  | 0                                                 |  | 1,033  |  | 1,831 
|Community Shopping Centers                |  |         |  |                       |  |                                            |  |                                                   |  |        |  |       
|Arboretum, The, Austin, TX                |  | 34,000  |  | 7,640                 |  | 36,778                                     |  | 71                                                |  | 3,585  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL      |  | 29,333  |  | 8,748                 |  | 26,184                                     |  | 0                                                 |  | 4,776  |  | 8,748 
|Boardman Plaza, Youngstown, OH            |  | 18,277  |  | 8,189                 |  | 26,355                                     |  | 0                                                 |  | 4,694  |  | 8,189 
|Bridgeview Court, Bridgeview, IL          |  | 0       |  | 290                   |  | 3,638                                      |  | 0                                                 |  | 809    |  | 290   
|Brightwood Plaza, Indianapolis, IN        |  | 0       |  | 65                    |  | 128                                        |  | 0                                                 |  | 273    |  | 65    
|Celina Plaza, El Paso, TX                 |  | 0       |  | 138                   |  | 815                                        |  | 0                                                 |  | 99     |  | 138   
|Charles Towne Square, Charleston, SC      |  | 0       |  | 418                   |  | 1,768                                      |  | 425                                               |  | 11,136 |  | 843   
|Chesapeake Center, Chesapeake, VA         |  | 6,563   |  | 5,352                 |  | 12,279                                     |  | 0                                                 |  | 109    |  | 5,352 
|Countryside Plaza, Countryside, IL        |  | 0       |  | 1,243                 |  | 8,507                                      |  | 0                                                 |  | 751    |  | 1,243 

44

---

SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                             |  |        |  | Initial Cost (Note 3) |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |       |  |      
|-------------------------------------------- |  | ------ |  | --------------------- |  | ------------------------------------------ |  | ------------------------------------------------- |  | ----- |  | -----
|
|Eastgate Consumer Mall, Indianapolis, IN     |  | 0      |  | 418                   |  | 4,222                                      |  | 190                                               |  | 2,663 |  | 608  
|Eastland Plaza, Tulsa, OK                    |  | 0      |  | 908                   |  | 3,680                                      |  | 0                                                 |  | 47    |  | 908  
|Forest Plaza, Rockford, IL                   |  | 16,088 |  | 4,187                 |  | 16,818                                     |  | 453                                               |  | 1,454 |  | 4,640
|Fox River Plaza, Elgin, IL                   |  | 0      |  | 2,908                 |  | 4,042                                      |  | 0                                                 |  | 106   |  | 2,908
|Glen Burnie Mall, Glen Burnie, MD            |  | 0      |  | 7,422                 |  | 13,778                                     |  | 0                                                 |  | 2,912 |  | 7,422
|Great Lakes Plaza, Cleveland, OH             |  | 0      |  | 1,028                 |  | 2,025                                      |  | 0                                                 |  | 3,596 |  | 1,028
|Greenwood Plus, Greenwood, IN                |  | 0      |  | 1,212                 |  | 1,792                                      |  | 0                                                 |  | 3,777 |  | 1,212
|Griffith Park Plaza, Griffith, IN            |  | 0      |  | 0                     |  | 2,412                                      |  | 0                                                 |  | 186   |  | 0    
|Grove at Lakeland Square, The, Lakeland, FL  |  | 3,750  |  | 5,237                 |  | 6,016                                      |  | 0                                                 |  | 1,025 |  | 5,237
|Highland Lakes Center, Orlando, FL           |  | 12,877 |  | 7,138                 |  | 25,303                                     |  | 0                                                 |  | 479   |  | 7,138
|Ingram Plaza, San Antonio, TX                |  | 0      |  | 421                   |  | 1,802                                      |  | 4                                                 |  | 21    |  | 425  
|Keystone Shoppes, Indianapolis, IN           |  | 0      |  | 0                     |  | 4,232                                      |  | 0                                                 |  | 843   |  | 0    
|Knoxville Commons, Knoxville, TN             |  | 0      |  | 3,731                 |  | 5,345                                      |  | 0                                                 |  | 1,787 |  | 3,731
|Lake Plaza, Waukegan, IL                     |  | 0      |  | 2,703                 |  | 6,420                                      |  | 0                                                 |  | 480   |  | 2,703
|Lake View Plaza, Orland Park, IL             |  | 21,386 |  | 4,775                 |  | 17,543                                     |  | 0                                                 |  | 6,833 |  | 4,775
|Lakeline Plaza, Austin, TX                   |  | 23,447 |  | 4,867                 |  | 25,732                                     |  | 0                                                 |  | 6,594 |  | 4,867
|Lima Center, Lima, OH                        |  | 0      |  | 1,808                 |  | 5,151                                      |  | 0                                                 |  | 4,026 |  | 1,808
|Lincoln Crossing, O'Fallon, IL               |  | 3,239  |  | 1,047                 |  | 2,692                                      |  | 0                                                 |  | 259   |  | 1,047
|Mainland Crossing, Galveston, TX             |  | 1,603  |  | 1,609                 |  | 1,737                                      |  | 0                                                 |  | 214   |  | 1,609
|Markland Plaza, Kokomo, IN                   |  | 0      |  | 210                   |  | 1,258                                      |  | 0                                                 |  | 546   |  | 210  
|Martinsville Plaza, Martinsville, VA         |  | 0      |  | 0                     |  | 584                                        |  | 0                                                 |  | 50    |  | 0    
|Matteson Plaza, Matteson, IL                 |  | 9,418  |  | 1,830                 |  | 9,737                                      |  | 0                                                 |  | 2,185 |  | 1,830
|Memorial Plaza, Sheboygan, WI                |  | 0      |  | 250                   |  | 436                                        |  | 0                                                 |  | 1,109 |  | 250  
|Mounds Mall Cinema, Anderson, IN             |  | 0      |  | 88                    |  | 158                                        |  | 0                                                 |  | 1     |  | 88   
|Muncie Plaza, Muncie, IN                     |  | 8,142  |  | 463                   |  | 10,626                                     |  | 0                                                 |  | 96    |  | 463  
|New Castle Plaza, New Castle, IN             |  | 0      |  | 128                   |  | 1,621                                      |  | 0                                                 |  | 1,286 |  | 128  
|North Ridge Plaza, Joliet, IL                |  | 0      |  | 2,831                 |  | 7,699                                      |  | 0                                                 |  | 652   |  | 2,831
|North Riverside Park Plaza,
N. Riverside, IL |  | 7,041  |  | 1,062                 |  | 2,490                                      |  | 0                                                 |  | 637   |  | 1,062
|Northland Plaza, Columbus, OH                |  | 0      |  | 4,490                 |  | 8,893                                      |  | 0                                                 |  | 1,233 |  | 4,490
|Northwood Plaza, Fort Wayne, IN              |  | 0      |  | 284                   |  | 2,885                                      |  | 0                                                 |  | 599   |  | 284  
|Park Plaza, Hopkinsville, KY                 |  | 0      |  | 300                   |  | 1,572                                      |  | 0                                                 |  | 225   |  | 300  

45

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SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001

SCHEDULE III

(Dollars in thousands)

|                                              |                |   |           | Initial Cost (Note 3) |   | Cost Capitalized
Subsequent to Acquisition |           | Gross Amounts At
Which Carried
At Close of Period |           |           |   |        
|--------------------------------------------- | -------------- | - | --------- | --------------------- | - | ------------------------------------------ | --------- | ------------------------------------------------- | --------- | --------- | - | -------
|
|Regency Plaza, St. Charles, MO                |                |   | 4,414     |                       |   | 616                                        |           |                                                   | 4,963     |           |   | 0      
|Rockaway Convenience Center
Rockaway, NJ      |                |   | 0         |                       |   | 2,900                                      |           |                                                   | 12,500    |           |   | 0      
|Shops at North East Mall, The, Hurst, TX      |                |   | 0         |                       |   | 8,988                                      |           |                                                   | 2,198     |           |   | 3,955  
|St. Charles Towne Plaza,
Waldorf, MD          |                |   | 28,254    |                       |   | 8,779                                      |           |                                                   | 18,993    |           |   | 0      
|Teal Plaza, Lafayette, IN                     |                |   | 0         |                       |   | 99                                         |           |                                                   | 878       |           |   | 0      
|Terrace at The Florida Mall,
Orlando, FL      |                |   | 4,688     |                       |   | 2,150                                      |           |                                                   | 7,623     |           |   | 0      
|The Shops at Bowie                            |                |   | 0         |                       |   | 0                                          |           |                                                   | 0         |           |   | 231    
|Tippecanoe Plaza, Lafayette, IN               |                |   | 0         |                       |   | 265                                        |           |                                                   | 440       |           |   | 305    
|University Center, South Bend, IN             |                |   | 0         |                       |   | 2,388                                      |           |                                                   | 5,214     |           |   | 0      
|Wabash Village, West Lafayette, IN            |                |   | 0         |                       |   | 0                                          |           |                                                   | 976       |           |   | 0      
|Washington Plaza, Indianapolis, IN            |                |   | 0         |                       |   | 941                                        |           |                                                   | 1,697     |           |   | 0      
|Waterford Lakes, Orlando, FL                  |                |   | 66,689    |                       |   | 0                                          |           |                                                   | 1,114     |           |   | 9,326  
|West Ridge Plaza, Topeka, KS                  |                |   | 5,690     |                       |   | 1,491                                      |           |                                                   | 4,560     |           |   | 0      
|White Oaks Plaza, Springfield, IL             |                |   | 17,365    |                       |   | 3,265                                      |           |                                                   | 14,267    |           |   | 0      
|Wichita Mall, Wichita, KS                     |                |   | 0         |                       |   | 0                                          |           |                                                   | 4,535     |           |   | 0      
|Wood Plaza, Fort Dodge, IA                    |                |   | 0         |                       |   | 45                                         |           |                                                   | 380       |           |   | 0      
|Specialty Retail Centers                      |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|The Forum Shops at Caesars,
Las Vegas, NV     |                |   | 175,000   |                       |   | 0                                          |           |                                                   | 72,866    |           |   | 0      
|Trolley Square, Salt Lake City, UT            |                |   | 29,522    |                       |   | 4,827                                      |           |                                                   | 27,539    |           |   | 435    
|Office, Mixed-Use Properties and Other        |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|Net Lease Properties, Various                 |                |   | 133       |                       |   | 6,598                                      |           |                                                   | 4,300     |           |   | 0      
|New Orleans Centre/CNG Tower, New Orleans, LA |                |   | 0         |                       |   | 3,493                                      |           |                                                   | 41,222    |           |   | 0      
|O Hare International Center, Rosemont, IL     |                |   | 0         |                       |   | 125                                        |           |                                                   | 60,287    |           |   | 1      
|Riverway, Rosemont, IL                        |                |   | 110,000   |                       |   | 8,739                                      |           |                                                   | 129,175   |           |   | 16     
|Development Projects                          |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|Other                                         |                |   | 0         |                       |   | 790                                        |           |                                                   | 1,771     |           |   | 12,003 
|Corporate, Indianapolis, IN                   |                |   | 0         |                       |   | 2,865                                      |           |                                                   | 2,585     |           |   | 280    
|                                              |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|                                              | Subtotal  SPG |   | $         | 3,344,093             |   | $                                          | 1,851,598 |                                                   | $         | 8,985,925 |   | $      
|                                              |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|Corporate, Indianapolis, IN                   |                |   | 0         |                       |   | 4,195                                      |           |                                                   | 2,966     |           |   |        
|                                              |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|                                              | Subtotal  SRC |   | $         | 0                     |   | $                                          | 4,195     |                                                   | $         | 2,966     |   | $      
|                                              |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        
|                                              |                | $ | 3,344,093 |                       | $ | 1,855,793                                  |           | $                                                 | 8,988,891 |           | $ | 131,571
|                                              |                |   |           |                       |   |                                            |           |                                                   |           |           |   |        

46

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SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC.        NOTES TO SCHEDULE III AS OF DECEMBER 31, 2001(Dollars in thousands)

(1)          Reconciliation
of Real Estate Properties:

The
changes in real estate assets for the years ended December 31, 2001, 2000 and 1999 are as follows:

|                           |                                 | Simon Property Group, Inc. |           
|-------------------------- | ------------------------------- | -------------------------- | ----------
|
|Balance, beginning of year |                                 | $                          | 12,947,512
|                           | Acquisitions and Consolidations |                            |           
|                           | Improvements                    |                            |           
|                           | Disposals                       |                            |           
|                           | Impairment Write-Down           |                            |           
|                           |                                 |                            |           
|Balance, close of year     |                                 | $                          | 13,087,844
|                           |                                 |                            |           

|                           |              | SPG Realty Consultants, Inc. |      
|-------------------------- | ------------ | ---------------------------- | -----
|
|Balance, beginning of year |              | $                            | 7,568
|                           | Acquisitions |                              |      
|                           | Improvements |                              |      
|                           | Disposals    |                              |      
|                           |              |                              |      
|Balance, close of year     |              | $                            | 7,161
|                           |              |                              |      

The
unaudited aggregate cost for SPG and SRC for federal income tax purposes as of December 31, 2001 were $9,165,779 and $7,161, respectively. The impairment
write-down is described in Note 4 of the Notes to Financial Statements in the 2001 Annual Report to Shareholders filed as Exhibit 13.1.

(2)          Reconciliation
of Accumulated Depreciation:

The
changes in accumulated depreciation and amortization for the years ended December 31, 2001, 2000 and 1999 are as follows:

|                           |                                 | Simon Property Group, Inc. |          
|-------------------------- | ------------------------------- | -------------------------- | ---------
|
|Balance, beginning of year |                                 | $                          | 1,441,789
|                           | Acquisitions and Consolidations |                            |          
|                           | Depreciation expense            |                            |          
|                           | Disposals                       |                            |          
|                           |                                 |                            |          
|Balance, close of year     |                                 | $                          | 1,825,716
|                           |                                 |                            |          

47

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|                           |                      | SPG Realty Consultants, Inc. |      
|-------------------------- | -------------------- | ---------------------------- | -----
|
|Balance, beginning of year |                      | $                            | 1,338
|                           | Depreciation expense |                              |      
|                           | Disposals            |                              |      
|                           |                      |                              |      
|Balance, close of year     |                      | $                            | 1,424
|                           |                      |                              |      

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



(3)          Initial
cost represents net book value at December 20, 1993 except for acquired properties. Impairment write-downs are a reduction to initial cost.

(4)          Not
developed/constructed by Simon Group or its predecessors. The date of construction represents acquisition date.

48

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INDEX TO EXHIBITS

|Exhibits |  |                                                                                                                                                                                                                                                                                                                   |  | Page
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|2.1      |  | Agreement and Plan of Merger among Simon DeBartolo Group, Inc. and Corporate Property Investors and Corporate Realty Consultants, Inc. (incorporated by reference to Exhibit 10.1 in the Form 8-K filed by Simon
DeBartolo Group, Inc. on February 24, 1998).                                                     |  |     
|3.1      |  | Restated Certificate of Incorporation of SPG (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                                                |  |     
|3.2      |  | Restated By-laws of SPG (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                                                                     |  |     
|3.3      |  | Restated Certificate of Incorporation of SRC (incorporated by reference to Exhibit 3.3 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                                                |  |     
|3.4      |  | Restated By-laws of SRC (incorporated by reference to Exhibit 3.4 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                                                                     |  |     
|3.5      |  | Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 of the Companies' Form 10-Q
filed on November 15, 1999).                                                                    |  |     
|3.5a     |  | Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by
reference to Exhibit 3.1a of the Companies' Form 10-Q filed on November 15, 1999).      |  |     
|3.6      |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of the Companies' Form 10-Q
filed on November 15, 1999).                                                                     |  |     
|3.6a     |  | Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by
reference to Exhibit 3.2a of the Companies' Form 10-Q filed on November 15, 1999).       |  |     
|3.7      |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series E Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.3 of the Companies' Form 10-Q
filed on November 15, 1999).                                                                     |  |     
|3.8      |  | Certificate of Powers, Designations, Preferences and Rights of the 83/4% Series F Cumulative Redeemable Preferred Stock, $.0001 Par Value (incorporated by reference to Exhibit 4.1 to the
Registration Statement on Form S-4 filed by Simon Property Group, Inc. on May 9, 2001 (Reg. No. 333-60526)).           |  |     
|3.9      |  | Certificate of Powers, Designations, Preferences and Rights of the 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $.0001 Par Value (incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form S-4 filed by Simon Property Group, Inc. on May 9, 2001 (Reg. No. 333-60526)). |  |     
|4.1      |  | Supplemental Indenture, dated as of June 22, 1998, by and among the SPG Operating Partnership and The Chase Manhattan Bank, as trustee, relating to the Securities (incorporated by reference to Exhibit 4.2 to the
Registration Statement of Simon DeBartolo Group, L.P. on Form S-4 (Reg. No. 333-63645)).      |  |     
|4.2      |  | Issuance Agreement, dated as of September 24, 1998, between SPG and SRC (incorporated by reference to Exhibit 4.5 of the Form 8-K filed by the Companies on October 9, 1998).                                                                                                                                     |  |     
|4.3      |  | Trust Agreement, dated as of October 30, 1979 among shareholders of CPI, SRC and First Jersey National Bank, as Trustee (incorporated by reference to Exhibit 4.7 of the Form S-4 filed by CPI on August 13, 1998
(Reg. No. 333-61399)).                                                                          |  |     

49

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|4.4      |  | Trust Agreement, dated as of August 26, 1994, among the holders of the 6.50% First Series Preference Shares of CPI, SRC and Bank of Montreal Trust Company, as Trustee (incorporated by reference to Exhibit 4.8 of
the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                          |  | 
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|9.1      |  | Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy between MSA, on the one hand, and Melvin Simon, Herbert Simon and David Simon, on the other hand (incorporated by reference to Exhibit 9.1 of
the 2000 Form 10-K filed by Simon Property Group, Inc. and SRC, Inc.).                                                                                                                                                                                                                                                                     |  | 
|10.1     |  | Third Amended and Restated Credit Agreement dated as of August 25, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by the SPG Operating Partnership on November 15,
1999).                                                                                                                                                                                                                                                                                                                                                                |  | 
|10.2     |  | Form of SPG Indemnity Agreement between SPG and its directors and officers. (incorporated by reference to Exhibit 10.7 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                                                                                                                    |  | 
|10.3     |  | Registration Rights Agreement (the "Agreement"), dated as of August 9, 1996, by and among the "Simon Family Members" (as defined in the Agreement), SPG, JCP Realty, Inc., Brandywine Realty, Inc., and the Estate of
Edward J. DeBartolo Sr., Edward J. DeBartolo, Jr., Marie Denise DeBartolo York, and the Trusts and other entities listed on Schedule 2 of the Agreement, and any of their respective successors-in-interest and permitted assigns. (incorporated by
reference to Exhibit 10.60 of the 1996 Form 10-K filed by Simon DeBartolo Group, Inc.) |  | 
|10.4     |  | SPG Registration Rights Agreement, dated as of September 24, 1998, by and among SPG and the persons named therein. (incorporated by reference to Exhibit 4.4 of the Form 8-K filed by SPG on October 9,
1998).                                                                                                                                                                                                                                                                                                                                                   |  | 
|10.5(a)  |  | The SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                                                                                                                                        |  | 
|10.6(a)  |  | Form of Employment Agreement between Hans C. Mautner and the Companies (incorporated by reference to Exhibit 10.63 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                                                                                                                        |  | 
|10.7(a)  |  | Form of Incentive Stock Option Agreement between the Companies and Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.59 of the Form S-4
filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                                        |  | 
|10.8(a)  |  | Form of Nonqualified Stock Option Agreement between the Companies and Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.61 of the
Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)).                                                                                                                                                                                                                                                                                     |  | 
|10.9(a)  |  | CPI Executive Severance Policy, as amended and restated effective as of August 11, 1998 (incorporated by reference to Exhibit 10.65 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)
).                                                                                                                                                                                                                                                                                                                                                      |  | 
|10.10(a) |  | Employment Agreement between Hans C. Mautner and Simon Global Limited (incorporated by reference to Exhibit 10.10 of the 2000 Form 10-K filed by Simon Property Group, Inc. and SRC, Inc.)                                                                                                                                                                                                                                                                                                                                                                       |  | 
|10.11(a) |  | First Amendment to Employment Agreement Dated September 23, 1998 between Hans C. Mautner and Simon Property Group, Inc. (incorporated by reference to Exhibit 10.11 of the 2000 Form 10-K filed by Simon
Property Group, Inc. and SRC, Inc.).                                                                                                                                                                                                                                                                                                                    |  | 

50

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|10.12(a) |  | Employment Agreement between Richard S. Sokolov, Simon Property Group, Inc., and Simon Property Group Administrative Services Partnership, L.P. Dated March 26, 1996 (incorporated by reference to Exhibit 10.12 of
the 2000 Form 10-K filed by Simon Property Group, Inc. and SRC, Inc.) |  |    
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|13.1     |  | Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements of the Registrants as contained in the Registrants' 2001 Annual Report to
Shareholders.                                                           |  | 52 
|21.1     |  | List of Subsidiaries of the Company.                                                                                                                                                                                                                                                      |  | 114
|23.1     |  | Consent of Arthur Andersen LLP.                                                                                                                                                                                                                                                           |  | 115
|99.1     |  | Financial Statements of Mill Creek Land LLC                                                                                                                                                                                                                                               |  | 116
|99.2     |  | Letter regarding Arthur Andersen LLP assurances as to certain audit related matters                                                                                                                                                                                                       |  | 126

51

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