---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------
|    | For the fiscal year ended December 31, 2000                                          

Commission
file number 1-12618

---

SPG PROPERTIES, INC.(Exact name of registrant as specified in its charter)

Maryland(State or other jurisdiction
of incorporation or organization)

35-1901999(I.R.S. Employer
Identification No.)115 West Washington Street
Indianapolis, Indiana(Address of principal executive offices)

46204(Zip Code)


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

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

|Title of each class                                                    |  | Name of each exchange
on which registered
|---------------------------------------------------------------------- |  | -----------------------------------------
|83/4% Series B Cumulative Redeemable 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 Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES /x/  NO / /

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

Substantially
all of the Registrant's common stock is held by Simon Property Group, Inc.

Portions
of the Registrant's Proxy Statement in connection with its Annual Meeting of Shareholders are incorporated by reference in Part III.

---

---

---

SPG PROPERTIES, INC.        Annual Report on Form 10-K        December 31, 2000

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 Registrant's 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 Registrant                                   
|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 |  | 83                                                                                   

---



Part I

Item 1. Business



SPG Properties, Inc. ("SPG Properties"), formerly Simon DeBartolo Group, Inc. ("SDG"), is a substantially wholly-owned subsidiary of Simon
Property Group, Inc. ("SPG"). SPG Properties and SPG are both self-administered and self-managed real estate investment trusts ("REITs") under the Internal Revenue Code
of 1986, as amended. SPG Properties is a general partner of, and holds a noncontrolling partnership interest in, Simon Property Group, L.P. (the "SPG Operating Partnership"), formerly Simon DeBartolo
Group, L.P. ("SDG, LP"). The interests in the SPG Operating Partnership ("Units") represent the sole assets and business activities of SPG Properties. The SPG Operating Partnership is engaged in the
ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and community shopping centers. SPG is the managing general
partner of the SPG Operating Partnership. Each share of common stock of SPG is paired with a beneficial interest in 1/100th of a share of common stock of SPG Realty
Consultants, Inc. ("SRC" and together with SPG, the "Companies").



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

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

Also
in connection with the CPI Merger, CPI was renamed "Simon Property Group, Inc.", CRC was renamed "SPG Realty Consultants, Inc." and SDG, LP was renamed "Simon
Property Group, L.P."

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

For
additional information concerning the CPI Merger, please see Note 4 to the financial statements of the SPG Operating Partnership.

1

---

SPG Properties' outstanding publicly traded preferred stock was not impacted by the above business combination. Prior to the CPI Merger, SPG Properties accounted for its controlling
interest in the SPG Operating Partnership using the consolidated method of accounting. As a result of the CPI Merger, SPG Properties accounts for its noncontrolling interest in the SPG Operating
Partnership using the equity method of accounting.



As of December 31, 2000, SPG and the SPG Operating Partnership owned or held an interest in 251 income-producing properties in the United States, which
consisted of 164 regional malls, 73 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"), and five additional retail real estate properties operating in Europe. The SPG Operating Partnership also owned an interest in two properties currently under construction
and 11 parcels of land held for future development, which together with the Properties are hereafter referred to as the "Portfolio" or the "Portfolio Properties." The SPG Operating Partnership also
holds substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). The Management Company manages certain of the Properties and certain other
retail real estate properties not owned by the SPG Operating Partnership, and also engages in certain property development activities.



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

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

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

E-Commerce.The SPG Operating Partnership is developing unique programs designed to take advantage of new
retail opportunities of the digital age. Elements of the strategy include digitizing the existing assets of the Properties by implementing internet web sites for each of the Properties, creating
products
that leverage the digitalization of consumers and Simon merchants through an enhanced broadband network called MerchantWired, LLC.

Acquisitions.The SPG Operating Partnership may selectively acquire individual properties and portfolios of properties
that meet its investment criteria as opportunities arise. Management believes, however, that due to the rapid consolidation of the regional mall business, coupled with the current status of the
capital markets, that acquisition activity in the near term will be a less significant component of the SPG Operating Partnership's growth strategy.

Development in North America.The SPG Operating Partnership's strategy is to selectively develop new properties in
major metropolitan areas that exhibit strong population and economic growth.

2

---

During 2000, the SPG Operating Partnership opened one specialty center, and one value-oriented super-regional mall. These additions added approximately 1.7 million square feet of GLA to the
Portfolio at a cost to the SPG Operating Partnership of approximately $162 million. The SPG Operating Partnership also has two additional projects under construction, which are scheduled to
open in 2001.

Strategic Expansions and Renovations.A key objective of the SPG Operating Partnership is to increase the profitability
and market share of the Properties through the completion of strategic renovations and expansions. During 2000, the SPG Operating Partnership invested approximately $202 million on
redevelopment projects and completed five major redevelopment projects. The SPG Operating Partnership has a number of renovation and/or expansion projects currently under construction, or in
preconstruction development.

The
SPG Operating Partnership also has direct or indirect interests in eleven parcels of land being held for future development in eight states totaling approximately 772 acres.
Management believes the SPG Operating Partnership is well positioned to pursue future development opportunities as conditions warrant.

International Expansion.The SPG Operating Partnership's management believes the expertise it has gained through the
development and management of its domestic Portfolio can be utilized in retail properties throughout the world. The SPG Operating Partnership intends to continue pursuing international opportunities
on a selected basis to enhance the value of its Units.

B2B and B2C Initiatives.SPG recently formed Simon Brand Ventures, LLC ("SBV"), a business to consumer initiative, and
Simon Business Network ("SBN"), a business-to-business initiative to continue to take advantage of the SPG Operating Partnership's size and tenant relationships, primarily
through strategic corporate alliances. SBV is focused on leveraging the SPG Operating Partnership's 100 million unique shoppers and their 2 billion annual shopping visits to contribute
to the SPG Operating Partnership's second-curve revenue strategy. The SBV concept and initiatives were started in 1997 to create an exciting new medium for connecting consumers with retailers and
sponsors by developing a unique and compelling combination of shopping, entertainment and community. SBN is focused on leveraging the SPG Operating Partnership's assets to create new businesses which
will drive greater value to its Portfolio Properties, retailers and other developers and generate new sources of revenue for the SPG Operating Partnership. SBN's strategy is to provide a competitively
valued, broad-based offering of products and services via a unique and dominant business-to-business marketplace and service network focused on the real estate industry and
their tenants. Effective January 1, 2001, SBV became a wholly-owned subsidiary of the SPG Operating Partnership.



The SPG Operating Partnership believes that it has a competitive advantage in the retail real estate business as a result of (i) the size, quality and
diversity of its Properties, (ii) its use of innovative retailing concepts, (iii) its management and operational expertise, (iv) its extensive experience and relationships with
retailers and lenders, (v) the mall marketing initiatives of SBV, which the SPG Operating Partnership believes is the world's largest and most sophisticated mall marketing initiative, and
(vi) the B2Binitiatives of SBN. Management believes that the Properties are the largest, as measured by GLA, of any publicly traded retail real estate owner, with more regional malls than any
other publicly traded retail real estate owner. For these reasons, management believes the SPG Operating Partnership to be the leader in the industry.

All
of the Portfolio Properties are located in developed areas. With respect to certain of such properties, there are other properties of the same type within the market area. The
existence of

3

---

competitive properties could have a material adverse effect on the SPG Operating Partnership's ability to lease space and on the level of rents the SPG Operating Partnership can obtain.

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



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

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

Underground Storage Tanks.Several of the Portfolio Properties contain, or at one time contained, underground storage
tanks used to store waste oils or other petroleum products primarily related to auto services center establishments or emergency electrical generation equipment. All 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 ongoing or scheduled to be conducted at such Properties. The cost of remediation with respect to such
matters has not been and is not expected to be material.

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, the SPG Operating Partnership will conduct environmental due diligence consistent with past practice.

4

---



The SPG Operating Partnership and its affiliates employ approximately 5,370 persons at various centers and offices throughout the United States, of which 2,590
are part-time. Approximately 930 employees are located at the SPG Operating Partnership's headquarters.



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



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



The following table sets forth certain information with respect to the executive officers of SPG and SPG Properties, as of December 31, 2000.

|Name                  |  | Age |  | Position                                               
|--------------------- |  | --- |  | -------------------------------------------------------
|Melvin Simon(1)       |  | 74  |  | Co-Chairman                                            
|Herbert Simon(1)      |  | 66  |  | Co-Chairman                                            
|David Simon(1)        |  | 39  |  | Chief Executive Officer                                
|Hans C. Mautner       |  | 62  |  | Vice Chairman; Chairman, Simon Global Limited          
|Richard S. Sokolov    |  | 51  |  | President and Chief Operating Officer                  
|Randolph L. Foxworthy |  | 56  |  | Executive Vice PresidentCorporate Development         
|William J. Garvey     |  | 61  |  | Executive Vice PresidentProperty Development          
|James A. Napoli       |  | 54  |  | Executive Vice PresidentLeasing                       
|John R. Neutzling     |  | 48  |  | Executive Vice PresidentProperty Management           
|James M. Barkley      |  | 49  |  | General Counsel; Secretary                             
|Stephen E. Sterrett   |  | 45  |  | Executive Vice President and Chief Financial Officer   
|Drew Sheinman         |  | 43  |  | PresidentSimon Brand Ventures                         
|Joseph S. Mumphrey    |  | 49  |  | PresidentSimon Business Network                       
|John Rulli            |  | 44  |  | Senior Vice President and Chief Administrative Officer
|Andrew A. Juster      |  | 48  |  | Senior Vice President and Treasurer                    
|David Schacht         |  | 37  |  | Senior Vice President and Chief Information Officer    

---

Set
forth below is a summary of the business experience of the executive officers of SPG and SPG Properties. The executive officers of SPG Properties serve at the pleasure of the
Board of Directors and have served SPG's predecessor since its formation in 1993, with the exception of Mr. Mautner, who

5

---

has held his office since 1998 and Mr. Sokolov, who has held his office since 1996. 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 SPG Properties 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.

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.

Item 2. Properties



The Properties primarily consist of two types: 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. The 164 regional malls in the Properties range
in size from approximately 200,000 to 2.8 million square feet of GLA, with all but four regional malls over 400,000 square feet. These 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, 2000, regional malls (including specialty retail centers and retail space in the
mixed-use Properties) represented 85.4% of total GLA, 80.4% of Owned GLA and 86.0% of total annualized base rent of the Properties.

Community
shopping centers are generally unenclosed and smaller than regional malls. Most of the 73 community shopping centers in the Properties range in size from approximately
50,000 to

6

---

600,000 square feet of GLA. Community shopping centers generally are of two types: (i) traditional community centers, which focus primarily on value-oriented and convenience goods and services,
are usually anchored by a supermarket, drugstore or discount retailer and are designed to service a neighborhood area; and (ii) power centers, which are designed to serve a larger trade area
and contain at least two anchors that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. As of December 31, 2000, community
shopping centers represented 9.7% of total GLA, 11.6% of Owned GLA and 6.0% of the total annualized base rent of the Properties.

The
SPG Operating Partnership also has 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 1,838,000 square feet of GLA and do not have anchors; instead, they feature retailers and entertainment facilities in a distinctive shopping environment
and location. The four office and mixed-use Properties range in size from approximately 512,000 to 1,048,000 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, 2000, value-oriented super-regional malls represented 3.5% of total GLA, 5.7% of Owned GLA and 5.7% of the total annualized base rent of the Properties.

As
of December 31, 2000, approximately 91.8% 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 92.9% of the Owned GLA in the value-oriented super-regional malls was leased, and approximately 91.5% of Owned GLA in the community shopping centers was leased.

Of
the 251 Properties, 171 are owned 100% by the SPG Operating Partnership and the remainder are held as joint venture interests. The SPG Operating Partnership is the managing or
co-managing general partner or member of all but 15 of the Properties held as joint venture interests.

7

---

Additional Information

The following table sets forth certain information, as of December 31, 2000, regarding the Properties:

|Name/Location  |                                      | Ownership
Interest (Expiration
if Lease)(1) |                                | The SPG Operating Partnership's Percentage Interest(2) |       | Year Built or Acquired |               | Total GLA |           | Retail Anchors(28)
|-------------- | ------------------------------------ | ------------------------------------------- | ------------------------------ | ------------------------------------------------------ | ----- | ---------------------- | ------------- | --------- | --------- | ------------------
|REGIONAL MALLS |                                      |                                             |                                |                                                        |       |                        |               |          
|1.             | Alton Square
Alton, IL               |                                             | Fee                            |                                                        | 100.0 |                        | Acquired 1993 |           | 639,200   |                   
|2.             | Amigoland Mall
Brownsville, TX       |                                             | Fee                            |                                                        | 100.0 |                        | Built 1974    |           | 557,855   |                   
|3.             | Anderson Mall
Anderson, SC           |                                             | Fee                            |                                                        | 100.0 |                        | Built 1972    |           | 634,311   |                   
|4.             | Apple Blossom Mall
Winchester, VA    |                                             | Fee                            |                                                        | 49.1  |                        | Acquired 1999 |           | 442,657   |                   
|5.             | Arsenal Mall
Watertown, MA           |                                             | Fee                            |                                                        | 100.0 |                        | Acquired 1999 |           | 501,664   | (4)               
|6.             | Auburn Mall
Auburn, MA               |                                             | Fee                            |                                                        | 49.1  |                        | Acquired 1999 |           | 597,809   |                   
|7.             | Aurora Mall
Aurora, CO               |                                             | Fee                            |                                                        | 100.0 |                        | Acquired 1998 |           | 1,013,706 |                   
|8.             | Aventura Mall(6)
Miami, FL           |                                             | Fee                            |                                                        | 33.3  |                        | Built 1983    |           | 1,904,240 |                   
|9.             | Avenues, The
Jacksonville, FL        |                                             | Fee                            |                                                        | 25.0  |                        | Built 1990    |           | 1,113,261 |                   
|10.            | Barton Creek Square
Austin, TX       |                                             | Fee                            |                                                        | 100.0 |                        | Built 1981    |           | 1,403,822 |                   
|11.            | Battlefield Mall
Springfield, MO     |                                             | Fee and Ground Lease (2056)    |                                                        | 100.0 |                        | Built 1970    |           | 1,184,464 |                   
|12.            | Bay Park Square
Green Bay, WI        |                                             | Fee                            |                                                        | 100.0 |                        | Built 1980    |           | 665,633   |                   
|13.            | Bergen Mall
Paramus, NJ              |                                             | Fee and Ground Lease(7) (2061) |                                                        | 100.0 |                        | Acquired 1987 |           | 920,314   |                   
|14.            | Biltmore Square
Asheville, NC        |                                             | Fee                            |                                                        | 100.0 |                        | Built 1989    |           | 494,691   |                   
|15.            | Boynton Beach Mall
Boynton Beach, FL |                                             | Fee                            |                                                        | 100.0 |                        | Built 1985    |           | 1,185,557 |                   
|16.            | Brea Mall
Brea, CA                   |                                             | Fee                            |                                                        | 100.0 |                        | Acquired 1998 |           | 1,303,587 |                   
|               |                                      |                                             |                                |                                                        |       |                        |               |           |           |                   

8

---

|17. | Broadway Square
Tyler, TX                          |  | Fee                             |  | 100.0 |  | Acquired 1994 |  | 616,986   |  | Dillard's, JCPenney, Sears                                                    
|--- | -------------------------------------------------- |  | ------------------------------- |  | ----- |  | ------------- |  | --------- |  | ------------------------------------------------------------------------------
|18. | Brunswick Square East
Brunswick, NJ                |  | Fee                             |  | 100.0 |  | Built 1973    |  | 768,099   |  | Macy's, JCPenney, Barnes & Noble                                              
|19. | Burlington Mall
Burlington, MA                     |  | Ground Lease (2048)             |  | 100.0 |  | Acquired 1998 |  | 1,251,518 |  | Macy's, Lord & Taylor, Filene's, Sears                                        
|20. | Cape Cod Mall
Hyannis, MA                          |  | Ground Leases(7) (2009-2073)    |  | 49.1  |  | Acquired 1999 |  | 698,020   |  | Macy's, Filene's, Marshall's, Sears, Best Buy, Barnes & Noble(9)              
|21. | Castleton Square
Indianapolis, IN                  |  | Fee                             |  | 100.0 |  | Built 1972    |  | 1,454,489 |  | Galyan's, LS Ayres, Lazarus, JCPenney, Sears, Von Maur                        
|22. | Century III Mall
Pittsburgh, PA                    |  | Fee                             |  | 100.0 |  | Built 1979    |  | 1,287,721 |  | JCPenney, Sears, T.J. Maxx, Kauufmann's(3), Wickes Furniture                  
|23. | Charlottesville Fashion Square
Charlottesville, VA |  | Ground Lease (2076)             |  | 100.0 |  | Acquired 1997 |  | 573,789   |  | Belk(3), JCPenney, Sears                                                      
|24. | Chautauqua Mall
Jamestown, NY                      |  | Fee                             |  | 100.0 |  | Built 1971    |  | 432,483   |  | Sears, JCPenney, Office Max, The Bon Ton                                      
|25. | Cheltenham Square
Philadelphia, PA                 |  | Fee                             |  | 100.0 |  | Built 1981    |  | 636,437   |  | Burlington Coat Factory, Home Depot, Value City, Seaman's Furniture, Shop Rite
|26. | Chesapeake Square
Chesapeake, VA                   |  | Fee and Ground Lease (2062)(8)  |  | 75.0  |  | Built 1989    |  | 799,434   |  | Dillard's(3), JCPenney, Sears, Ward, Hecht's                                  
|27. | Cielo Vista Mall
El Paso, TX                       |  | Fee and Ground Lease(10) (2027) |  | 100.0 |  | Built 1974    |  | 1,192,172 |  | Dillard's(3), JCPenney, Ward, Sears                                           
|28. | Circle Centre
Indianapolis, IN                     |  | Property Lease (2097)           |  | 14.7  |  | Built 1995    |  | 794,834   |  | Nordstrom, Parisian                                                           
|29. | College Mall
Bloomington, IN                       |  | Fee and Ground Lease(10) (2048) |  | 100.0 |  | Built 1965    |  | 707,346   |  | Sears, Lazarus, L.S. Ayres(3), Target                                         
|30. | Columbia Center
Kennewick, WA                      |  | Fee                             |  | 100.0 |  | Acquired 1987 |  | 772,043   |  | Sears, JCPenney, Gottschalks, Barnes & Noble, The Bon Marche                  
|31. | Coral Square Coral
Springs, FL                     |  | Fee                             |  | 50.0  |  | Built 1984    |  | 946,137   |  | Dillard's, JCPenney, Sears, Burdines(3)                                       
|32. | Cordova Mall
Pensecola, FL                         |  | Fee                             |  | 100.0 |  | Acquired 1998 |  | 852,128   |  | Ward, Parisian, Dillard's(3)                                                  
|    |                                                    |  |                                 |  |       |  |               |  |           |  |                                                                               

9

---

|33. | Cottonwood Mall
Albuquerque, NM                                |  | Fee                            |  | 100.0 |  | Built 1996    |  | 1,045,265 |  | Dillard's, Foley's, JCPenney, Mervyn's, Ward                                          
|--- | -------------------------------------------------------------- |  | ------------------------------ |  | ----- |  | ------------- |  | --------- |  | --------------------------------------------------------------------------------------
|34. | Crossroads Mall
Omaha, NE                                      |  | Fee                            |  | 100.0 |  | Acquired 1994 |  | 864,928   |  | Dillard's, Sears, Younkers, Barnes & Noble                                            
|35. | Crystal Mall
Waterford, CT                                     |  | Fee                            |  | 74.6  |  | Acquired 1998 |  | 786,359   |  | Macy's, Filene's, JCPenney, Sears                                                     
|36. | Crystal River Mall
Crystal River, FL                           |  | Fee                            |  | 100.0 |  | Built 1990    |  | 424,430   |  | JCPenney, Sears, Belk, Kmart                                                          
|37. | Dadeland Mall
Miami, FL                                        |  | Fee                            |  | 50.0  |  | Acquired 1997 |  | 1,404,312 |  | Saks Fifth Avenue, JCPenney, Burdine's, Burdine's Home Gallery, Limited, Lord & Taylor
|38. | DeSoto Square
Bradenton, FL                                    |  | Fee                            |  | 100.0 |  | Built 1973    |  | 686,993   |  | JCPenney, Sears, Dillard's, Burdines                                                  
|39. | Eastern Hills Mall
Buffalo, NY                                 |  | Fee                            |  | 100.0 |  | Built 1971    |  | 997,111   |  | Sears, JCPenney, The Bon Ton, Kaufmann's, Burlington Coat Factory                     
|40. | Eastland Mall
Evansville, IN                                   |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 899,746   |  | JC Penney, De Jong's, Famous Barr, Lazarus                                            
|41. | Eastland Mall
Tulsa, OK                                        |  | Fee                            |  | 100.0 |  | Built 1986    |  | 707,425   |  | Dillard's, Foley's, Mervyn's, (11)                                                    
|42. | Edison Mall
Fort Myers, FL                                     |  | Fee                            |  | 100.0 |  | Acquired 1997 |  | 1,046,348 |  | Dillard's, JCPenney, Sears, Burdines(3)                                               
|43. | Emerald Square
North Attleborough, MA                          |  | Fee                            |  | 49.1  |  | Acquired 1999 |  | 1,006,434 |  | Filene's, JCPenney, Lord & Taylor, Sears                                              
|44. | Empire Mall(6)
Sioux Falls, SD                                 |  | Fee and Ground Lease(7) (2013) |  | 50.0  |  | Acquired 1998 |  | 1,056,290 |  | JCPenney, Younkers, Sears, Daytons, (11)                                              
|45. | Fashion Mall at Keystone at the Crossing, The
Indianapolis, IN |  | Ground Lease (2067)            |  | 100.0 |  | Acquired 1997 |  | 653,604   |  | Jacobsons, Parisian                                                                   
|46. | Florida Mall, The
Orlando, FL                                  |  | Fee                            |  | 50.0  |  | Built 1986    |  | 1,633,852 |  | Dillard's, JCPenney, Lord & Taylor(9) Saks Fifth Avenue, Sears, Burdines, Nordstrom(9)
|47. | Forest Mall
Fond Du Lac, WI                                    |  | Fee                            |  | 100.0 |  | Built 1973    |  | 474,432   |  | JCPenney, Kohl's, Younkers, Sears, Staples                                            
|48. | Forest Village Park Mall
Forestville, MD                       |  | Fee                            |  | 100.0 |  | Built 1980    |  | 418,612   |  | JCPenney, Kmart                                                                       
|    |                                                                |  |                                |  |       |  |               |  |           |  |                                                                                       

10

---

|49. | Golden Ring Mall
Baltimore, MD             |  | Fee                            |  | 100.0 |  | Built 1974    |  | 704,960   |      | Hecht's, Ward, Caldor(5)                                                                
|--- | ------------------------------------------ |  | ------------------------------ |  | ----- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------------------------
|50. | Granite Run Mall
Media, PA                 |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 1,046,790 |      | JCPenney, Sears, Boscovs                                                                
|51. | Great Lakes Mall
Cleveland, OH             |  | Fee                            |  | 100.0 |  | Built 1961    |  | 1,314,349 |      | Dillard's(3), Kaufmann's, JCPenney, Sears                                               
|52. | Greendale Mall
Worcester, MA               |  | Fee and Ground Lease(7) (2009) |  | 49.1  |  | Acquired 1999 |  | 408,224   | (12) | Best Buy, Marshall's, T.J. Maxx & More                                                  
|53. | Greenwood Park Mall
Greenwood, IN          |  | Fee                            |  | 100.0 |  | Acquired 1979 |  | 1,327,448 |      | JCPenney, JCPenney Home Store, Lazarus, L.S. Ayres, Sears, Service Merchandise, Von Maur
|54. | Gulf View Square
Port Richey, FL           |  | Fee                            |  | 100.0 |  | Built 1980    |  | 804,191   |      | Sears, Dillard's, Ward, JCPenney, Burdines                                              
|55. | Gwinnett Place
Atlanta, GA                 |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 1,247,353 |      | Parisian, Macy's, Rich's JCPenney, Sears                                                
|56. | Haywood Mall
Greensville, SC               |  | Fee and Ground Lease(7) (2017) |  | 100.0 |  | Acquired 1998 |  | 1,244,735 |      | Rich's, Sears, Dillard's, JCPenney, Belk Simpson                                        
|57. | Heritage Park Mall
Midwest City, OK        |  | Fee                            |  | 100.0 |  | Built 1978    |  | 607,000   |      | Dillard's, Sears, Ward                                                                  
|58. | Highland Mall(6)
Austin, TX                |  | Fee and Ground Lease (2070)    |  | 50.0  |  | Acquired 1998 |  | 1,090,099 |      | Dillard's(3), Foley's, JCPenney                                                         
|59. | Hutchinson Mall
Hutchinson, KS             |  | Fee                            |  | 100.0 |  | Built 1985    |  | 525,633   |      | Dillard's, JCPenney, Sears, Wal-Mart                                                    
|60. | Independence Center
Independence, MO       |  | Fee                            |  | 100.0 |  | Acquired 1994 |  | 1,020,129 |      | Dillard's, Sears(3), The Jones Store Co.                                                
|61. | Indian River Mall
Vero Beach, FL           |  | Fee                            |  | 50.0  |  | Built 1996    |  | 748,010   |      | Sears, JCPenney, Dillard's, Burdines                                                    
|62. | Ingram Park Mall
San Antonio, TX           |  | Fee                            |  | 100.0 |  | Built 1979    |  | 1,129,098 |      | Dillard's(3), Foley's, JCPenney, Sears, Beall's                                         
|63. | Irving Mall
Irving, TX                     |  | Fee                            |  | 100.0 |  | Built 1971    |  | 1,125,986 |      | Foley's, Dillard's, Mervyn's, Sears, Barnes & Noble                                     
|64. | Jefferson Valley Mall
Yorktown Heights, NY |  | Fee                            |  | 100.0 |  | Built 1983    |  | 591,861   |      | Macy's, Sears, (11)                                                                     
|65. | Knoxville Center
Knoxville, TN             |  | Fee                            |  | 100.0 |  | Built 1984    |  | 981,105   |      | Dillard's, JCPenney, Proffitt's, Sears, Service Merchandise(5)                          
|    |                                            |  |                                |  |       |  |               |  |           |      |                                                                                         

11

---

|66. | La Plaza
McAllen, TX                    |  | Fee and Ground Lease(7) (2040) |  | 100.0 |  | Built 1976    |  | 1,214,464 |  | Dillard's, JCPenney, Foley's, Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand
|--- | --------------------------------------- |  | ------------------------------ |  | ----- |  | ------------- |  | --------- |  | --------------------------------------------------------------------------------------
|67. | Lafayette Square
Indianapolis, IN       |  | Fee                            |  | 100.0 |  | Built 1968    |  | 1,227,716 |  | JCPenney, LS Ayres, Sears, Lazarus, Burlington Coat Factory                           
|68. | Laguna Hills Mall
Laguna Hills, CA      |  | Fee                            |  | 100.0 |  | Acquired 1997 |  | 866,983   |  | Macy's, JCPenney, Sears                                                               
|69. | Lake Square Mall
Leesburg, FL           |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 560,968   |  | JCPenney, Sears, Belk, Target,                                                        
|70. | Lakeline Mall
N. Austin, TX             |  | Fee                            |  | 100.0 |  | Built 1995    |  | 1,102,184 |  | Dillard's, Foley's, Sears, JCPenney, Mervyn's                                         
|71. | Lenox Square
Atlanta, GA                |  | Fee                            |  | 100.0 |  | Acquired 1998 |  | 1,427,382 |  | Neiman Marcus, Macy's, Rich's                                                         
|72. | Liberty Tree Mall
Newton, MA            |  | Fee                            |  | 49.1  |  | Acquired 1999 |  | 828,978   |  | Marshall's, Sports Authority, Target                                                  
|73. | Lima Mall
Lima, OH                      |  | Fee                            |  | 100.0 |  | Built 1965    |  | 747,513   |  | Elder-Beerman, Sears, Lazarus, JCPenney                                               
|74. | Lincolnwood Town Center
Lincolnwood, IL |  | Fee                            |  | 100.0 |  | Built 1990    |  | 441,213   |  | JCPenney, Carson Pirie Scott                                                          
|75. | Lindale Mall(6)
Cedar Rapids, IA        |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 690,748   |  | Von Maur, Sears, Younkers                                                             
|76. | Livingston Mall
Livingston, NJ          |  | Fee                            |  | 100.0 |  | Acquired 1998 |  | 985,053   |  | Macy's, Sears, Lord & Taylor                                                          
|77. | Longview Mall
Longview, TX              |  | Fee                            |  | 100.0 |  | Built 1978    |  | 616,445   |  | Dillard's(3), JCPenney, Sears, Service Merchandise, Beall's                           
|78. | Machesney Park Mall
Rockford, IL        |  | Fee                            |  | 100.0 |  | Built 1979    |  | 555,351   |  | Seventh Avenue Direct, Bergners                                                       
|79. | Mall at Rockingham Park
Salem, NH       |  | Fee                            |  | 24.6  |  | Acquired 1999 |  | 1,020,236 |  | Macy's, Filene's, JCPenney, Sears                                                     
|80. | Mall of America
Minneapolis, MN         |  | Fee(13)                        |  | 27.5  |  | Acquired 1999 |  | 2,775,958 |  | Macy's, Bloomingdales, Nordstrom, Sears, Knott's Camp Snoopy                          

12

---



|81. | Mall of Georgia
Gwinnett County, GA  |  | Fee                     |  | 50.0  |  | Built 1999    |  | 1,780,906 |      | Lord & Taylor, Rich's, Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom, Bed, Bath & Beyond
|--- | ------------------------------------ |  | ----------------------- |  | ----- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------------------------------
|82. | Mall of New Hampshire
Manchester, NH |  | Fee                     |  | 49.1  |  | Acquired 1999 |  | 804,559   |      | Filene's, JCPenney, Sears                                                                     
|83. | Markland Mall
Kokomo, IN             |  | Ground Lease (2041)     |  | 100.0 |  | Built 1968    |  | 394,008   |      | Lazarus, Sears, Target                                                                        
|84. | McCain Mall
N. Little Rock, AR       |  | Ground Lease(14) (2032) |  | 100.0 |  | Built 1973    |  | 777,335   |      | Sears, Dillard's, JCPenney, M.M. Cohn                                                         
|85. | Melbourne Square
Melbourne, FL       |  | Fee                     |  | 100.0 |  | Built 1982    |  | 737,032   |      | Belk, Dillard's(3), JCPenney, Burdines                                                        
|86. | Memorial Mall
Sheboygan, WI          |  | Fee                     |  | 100.0 |  | Built 1969    |  | 416,572   |      | Kohl's, Sears                                                                                 
|87. | Menlo Park Mall
Edison, NJ           |  | Fee                     |  | 100.0 |  | Acquired 1997 |  | 1,293,458 | (15) | Macy's(3), Nordstrom                                                                          
|88. | Mesa Mall(6)
Grand Junction, CO      |  | Fee                     |  | 50.0  |  | Acquired 1998 |  | 856,258   |      | Sears, Herberger's, JCPenney, Target, Mervyn's                                                
|89. | Metrocenter
Phoenix, AZ              |  | Fee                     |  | 50.0  |  | Acquired 1998 |  | 1,369,722 |      | Macy's, Dillard's, Robinsons-May, JCPenney, Sears, Vans Skate Park                            
|90. | Miami International Mall
Miami, FL   |  | Fee                     |  | 60.0  |  | Built 1982    |  | 973,607   |      | Sears, Dillard's, JCPenney, Burdines(3)                                                       
|91. | Midland Park Mall
Midland, TX        |  | Fee                     |  | 100.0 |  | Built 1980    |  | 619,600   |      | Dillard's(3), JCPenney, Sears, Beall's                                                        
|92. | Miller Hill Mall
Duluth, MN          |  | Ground Lease (2008)     |  | 100.0 |  | Built 1973    |  | 728,773   |      | JCPenney, Sears, Younkers, Barnes & Noble, DSW Shoes                                          
|93. | Mounds Mall
Anderson, IN             |  | Ground Lease (2033)     |  | 100.0 |  | Built 1965    |  | 407,681   |      | Elder-Beerman, JCPenney, Sears                                                                
|94. | Muncie Mall
Muncie, IN               |  | Fee                     |  | 100.0 |  | Built 1970    |  | 658,018   |      | JCPenney, L.S. Ayres, Sears, Elder Beerman, (11)                                              
|95. | Nanuet Mall
Nanuet, NY               |  | Fee                     |  | 100.0 |  | Acquired 1998 |  | 915,030   |      | Macy's, Boscov(9), Sears                                                                      
|96. | North East Mall
Hurst, TX            |  | Fee                     |  | 100.0 |  | Built 1971    |  | 1,326,861 |      | Saks Fifth Avenue, Nordstrom, Dillard's, JCPenney, Ward, Sears, Foley's(9)                    
|    |                                      |  |                         |  |       |  |               |  |           |      |                                                                                               

13

---

|97.  | North Towne Square
Toledo, OH                 |  | Fee                            |  | 100.0 |  | Built 1980    |  | 749,109   |      | Ward,(11)                                                                                  
|---- | --------------------------------------------- |  | ------------------------------ |  | ----- |  | ------------- |  | --------- | ---- | -------------------------------------------------------------------------------------------
|98.  | Northfield Square
Bradley, IL                 |  | Fee(8)                         |  | 31.6  |  | Built 1990    |  | 558,535   |      | Sears, JCPenney, Carson Pirie Scott(3)                                                     
|99.  | Northgate Mall
Seattle, WA                    |  | Fee                            |  | 100.0 |  | Acquired 1987 |  | 1,006,713 |      | Nordstrom, JCPenney, Gottschalk, The Bon Marche                                            
|100. | Northlake Mall
Atlanta, GA                    |  | Fee                            |  | 100.0 |  | Acquired 1998 |  | 961,919   |      | Parisian, Macy's, Sears, JCPenney                                                          
|101. | Northpark Mall
Davenport, IA                  |  | Fee                            |  | 50.0  |  | Acquired 1998 |  | 1,042,118 |      | Von Maur, Younkers, Ward, JCPenney, Sears, Barnes & Noble(9)                               
|102. | Northshore Mall
Peabody, MA                   |  | Fee                            |  | 49.1  |  | Acquired 1999 |  | 1,690,958 |      | Macy's, Filene's, JCPenney, Lord & Taylor, Sears                                           
|103. | Northwoods Mall
Peoria, IL                    |  | Fee                            |  | 100.0 |  | Acquired 1983 |  | 667,957   |      | Famous Barr, JCPenney, Sears                                                               
|104. | Oak Court Mall
Memphis, TN                    |  | Fee                            |  | 100.0 |  | Acquired 1997 |  | 852,315   | (16) | Dillard's(3), Goldsmith's                                                                  
|105. | Orange Park Mall
Jacksonville, FL             |  | Fee                            |  | 100.0 |  | Acquired 1994 |  | 931,095   |      | Dillard's, JCPenney, Sears, Belk                                                           
|106. | Orland Square
Orland Park, IL                 |  | Fee                            |  | 100.0 |  | Acquired 1997 |  | 1,248,714 |      | JCPenney, Marshall Field, Sears, Carson Pirie Scott                                        
|107. | Paddock Mall
Ocala, FL                        |  | Fee                            |  | 100.0 |  | Built 1980    |  | 559,541   |      | JCPenney, Sears, Belk, Burdines                                                            
|108. | Palm Beach Mall
West Palm Beach, FL           |  | Fee                            |  | 100.0 |  | Built 1967    |  | 1,217,508 |      | Dillard's, JCPenney, Sears, Lord & Taylor, Burdines, Borders Books & Music, DSW Shoes, MARS
|109. | Phipps Plaza
Atlanta, GA                      |  | Fee                            |  | 100.0 |  | Acquired 1998 |  | 821,514   |      | Lord & Taylor, Parisian, Saks Fifth Avenue                                                 
|110. | Port Charlotte Town Center
Port Charlotte, FL |  | Ground Lease (2064)(8)         |  | 80.0  |  | Built 1989    |  | 781,288   |      | Dillard's, Ward, JCPenney, Sears, Burdines                                                 
|111. | Prien Lake Mall
Lake Charles, LA              |  | Fee and Ground Lease(7) (2025) |  | 100.0 |  | Built 1972    |  | 812,475   |      | Dillards, JCPenney, Ward, Sears, The White House                                           
|112. | Raleigh Springs Mall
Memphis, TN              |  | Fee and Ground Lease(7) (2018) |  | 100.0 |  | Built 1979    |  | 900,593   |      | Dillard's, Sears, JCPenney, Goldsmith's                                                    
|     |                                               |  |                                |  |       |  |               |  |           |      |                                                                                            

14

---

|113. | Randall Park Mall
Cleveland, OH                    |  | Fee                    |  | 100.0 |  | Built 1976    |  | 1,569,911 |      | Dillard's, Kaufmann's, Sears, Burlington Coat Factory, Ohio Furniture Mart.com(11)
|---- | -------------------------------------------------- |  | ---------------------- |  | ----- |  | ------------- |  | --------- | ---- | ----------------------------------------------------------------------------------
|114. | Richardson Square
Dallas, TX                       |  | Fee                    |  | 100.0 |  | Built 1977    |  | 745,746   |      | Dillard's, Sears, Stein Mart, Ward, Ross Dress for Less, Barnes & Noble           
|115. | Richmond Square
Richmond, IN                       |  | Fee                    |  | 100.0 |  | Built 1966    |  | 390,834   |      | Dillard's, JCPenney, Sears, Office Max                                            
|116. | Richmond Town Square
Cleveland, OH                 |  | Fee                    |  | 100.0 |  | Built 1966    |  | 1,021,696 |      | Sears, JCPenney, Kaufmann's, Barnes & Noble, Old Navy                             
|117. | River Oaks Center
Calumet City, IL                 |  | Fee                    |  | 100.0 |  | Acquired 1997 |  | 1,362,262 | (17) | Sears, JCPenney, Carson Pirie Scott, Marshall Field's                             
|118. | Rockaway Townsquare
Rockaway, NJ                   |  | Fee                    |  | 100.0 |  | Acquired 1998 |  | 1,240,800 |      | Macy's, Lord & Taylor, JCPenney, Sears                                            
|119. | Rolling Oaks Mall
North San Antonio, TX            |  | Fee                    |  | 100.0 |  | Built 1988    |  | 755,934   |      | Sears, Dillard's, Foley's,                                                        
|120. | Roosevelt Field Mall
Garden City, NY               |  | Ground Lease(7) (2090) |  | 100.0 |  | Acquired 1998 |  | 2,174,482 |      | Macy's, Bloomingdale's, JCPenney, Nordstrom                                       
|121. | Ross Park Mall
Pittsburgh, PA                      |  | Fee                    |  | 100.0 |  | Built 1986    |  | 1,276,164 |      | Lazarus, JCPenney, Sears, Kaufmann's, Media Play, Designer Shoe Warehouse         
|122. | Rushmore Mall(6)
Rapid City, SD                    |  | Fee                    |  | 50.0  |  | Acquired 1998 |  | 833,791   |      | JCPenney, Sears, Herberger's, Hobby Lobby, Target                                 
|123. | St. Charles Towne Center
Waldorf, MD               |  | Fee                    |  | 100.0 |  | Built 1990    |  | 1,052,875 |      | Sears, JCPenney, Kohl's, Ward, Hecht's(3)                                         
|124. | Santa Rosa Plaza
Santa Rosa, CA                    |  | Fee                    |  | 100.0 |  | Acquired 1998 |  | 695,577   |      | Macy's, Mervyn's, Sears                                                           
|125. | Seminole Towne Center
Sanford, FL                  |  | Fee                    |  | 45.0  |  | Built 1995    |  | 1,153,226 |      | Dillard's, JCPenney, Parisian, Sears, Burdines                                    
|126. | Shops at Mission Viejo Mall, The
Mission Viejo, CA |  | Fee                    |  | 100.0 |  | Built 1979    |  | 1,085,701 |      | Macy's, Saks Fifth Avenue, RobinsonsMay, Nordstrom                               
|127. | Smith Haven Mall
Lake Grove, NY                    |  | Fee                    |  | 25.0  |  | Acquired 1995 |  | 1,331,436 |      | Macy's, Sears, JCPenney                                                           
|     |                                                    |  |                        |  |       |  |               |  |           |      |                                                                                   

15

---

|128. | Solomon Pond Mall
Marlborough, MA        |  | Fee |  | 49.1  |  | Acquired 1999 |  | 880,815   |  | Filene's, Sears, JCPenney, Linens 'N Things                                                   
|---- | ---------------------------------------- |  | --- |  | ----- |  | ------------- |  | --------- |  | ----------------------------------------------------------------------------------------------
|129. | Source, The
Long Island, NY              |  | Fee |  | 25.0  |  | Built 1997    |  | 729,485   |  | Off 5th-Saks Fifth Avenue, Fortunoff, Nordstrom Rack, Old Navy, Circuit City, Virgin Megastore
|130. | South Hills Village
Pittsburgh, PA       |  | Fee |  | 100.0 |  | Acquired 1997 |  | 1,120,424 |  | Sears, Kaufmann's, Lazarus                                                                    
|131. | South Park Mall
Shreveport, LA           |  | Fee |  | 100.0 |  | Built 1975    |  | 858,675   |  | Burlington Coat Factory, Stage, Ward(5)                                                       
|132. | South Shore Plaza
Braintree, MA          |  | Fee |  | 100.0 |  | Acquired 1998 |  | 1,432,258 |  | Macy's, Filene's, Lord & Taylor, Sears                                                        
|133. | Southern Hills Mall(6)
Sioux City, IA    |  | Fee |  | 50.0  |  | Acquired 1998 |  | 752,286   |  | Younkers, Sears, Target                                                                       
|134. | Southern Park Mall
Youngstown, OH        |  | Fee |  | 100.0 |  | Built 1970    |  | 1,202,675 |  | Dillard's, JCPenney, Sears, Kaufmann's                                                        
|135. | Southgate Mall
Yuma, AZ                  |  | Fee |  | 100.0 |  | Acquired 1988 |  | 321,564   |  | Sears, Dillard's, JCPenney, Hastings                                                          
|136. | SouthPark Mall
Moline, IL                |  | Fee |  | 50.0  |  | Acquired 1998 |  | 1,034,687 |  | JCPenney, Ward, Younkers, Sears, Von Maur                                                     
|137. | SouthRidge Mall(6)
Des Moines, IA        |  | Fee |  | 50.0  |  | Acquired 1998 |  | 1,008,542 |  | Sears, Younkers, JCPenney, Target, (11)                                                       
|138. | Square One Mall
Saugus, MA               |  | Fee |  | 49.1  |  | Acquired 1999 |  | 848,240   |  | Filene's, Sears, Service Merchandise, TJMaxx & More                                           
|139. | Summit Mall
Akron, OH                    |  | Fee |  | 100.0 |  | Built 1965    |  | 698,372   |  | Dillard's(3), Kaufmann's                                                                      
|140. | Sunland Park Mall
El Paso, TX            |  | Fee |  | 100.0 |  | Built 1988    |  | 923,317   |  | JCPenney, Mervyn's, Sears, Dillard's(3)                                                       
|141. | Tacoma Mall
Tacoma, WA                   |  | Fee |  | 100.0 |  | Acquired 1987 |  | 1,265,579 |  | Nordstrom, Sears, JCPenney, The Bon Marche, Mervyn's                                          
|142. | Tippecanoe Mall
Lafayette, IN            |  | Fee |  | 100.0 |  | Built 1973    |  | 861,379   |  | Lazarus, Sears, L.S. Ayres, JCPenney, Kohl's                                                  
|143. | Town Center at Boca Raton
Boca Raton, FL |  | Fee |  | 100.0 |  | Acquired 1998 |  | 1,501,384 |  | Lord & Taylor, Saks Fifth Avenue, Bloomingdale's, Sears, Burdines, Nordstrom                  
|144. | Town Center at Cobb
Atlanta, GA          |  | Fee |  | 50.0  |  | Acquired 1998 |  | 1,272,722 |  | Macy's, Parisian, Sears, JCPenney, Rich's                                                     
|     |                                          |  |     |  |       |  |               |  |           |  |                                                                                               

16

---

|145. | Towne East Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Built 1975    |  | 1,090,464 |  | Dillard's, JCPenney, Sears, Von Maur(9), Steinmart      
|---- | ---------------------------------------- |  | ------------------- |  | ----- |  | ------------- |  | --------- |  | --------------------------------------------------------
|146. | Towne West Square
Wichita, KS            |  | Fee                 |  | 100.0 |  | Built 1980    |  | 965,933   |  | Dillard's(3), Sears, JCPenney, Ward, (11)               
|147. | Treasure Coast Square
Jenson Beach, FL   |  | Fee                 |  | 100.0 |  | Built 1987    |  | 808,492   |  | Dillard's(3), Sears, JCPenney, Burdines                 
|148. | Tyrone Square
St. Petersburg, FL         |  | Fee                 |  | 100.0 |  | Built 1972    |  | 1,128,154 |  | Dillard's, JCPenney, Sears, Borders, Burdines           
|149. | University Mall
Little Rock, AR          |  | Ground Lease (2026) |  | 100.0 |  | Built 1967    |  | 565,450   |  | JCPenney, M.M. Cohn, Ward                               
|150. | University Mall
Pensacola, FL            |  | Fee                 |  | 100.0 |  | Acquired 1994 |  | 711,723   |  | JCPenney, Sears, McRae's                                
|151. | University Park Mall
South Bend, IN      |  | Fee                 |  | 60.0  |  | Built 1979    |  | 943,147   |  | LS Ayres, JCPenney, Sears, Marshall Fields              
|152. | Upper Valley Mall
Springfield, OH        |  | Fee                 |  | 100.0 |  | Built 1971    |  | 750,376   |  | Lazarus, JCPenney, Sears, Elder-Beerman                 
|153. | Valle Vista Mall
Harlingen, TX           |  | Fee                 |  | 100.0 |  | Built 1983    |  | 656,341   |  | Dillard's, Mervyn's, Sears, JCPenney, Marshalls, Beall's
|154. | Valley Mall
Harrisonburg, VA             |  | Fee                 |  | 50.0  |  | Acquired 1998 |  | 482,359   |  | JCPenney, Belk, Wal-Mart, Peebles                       
|155. | Virginia Center Commons
Richmond, VA     |  | Fee                 |  | 100.0 |  | Built 1991    |  | 788,012   |  | Dillard's(3), Hecht's, JCPenney, Sears                  
|156. | Walt Whitman Mall
Huntington Station, NY |  | Ground Rent (2012)  |  | 98.4  |  | Acquired 1998 |  | 1,030,093 |  | Macy's, Lord & Taylor, Bloomingdale's, Saks Fifth Avenue
|157. | Washington Square
Indianapolis, IN       |  | Fee                 |  | 100.0 |  | Built 1974    |  | 1,133,855 |  | L.S. Ayres, Lazarus, Target, Sears(11)                  
|158. | West Ridge Mall
Topeka, KS(18)           |  | Fee                 |  | 100.0 |  | Built 1988    |  | 1,040,736 |  | Dillard's, JCPenney, The Jones Store, Sears, Ward       
|159. | West Town Mall
Knoxville, TN             |  | Ground Lease (2042) |  | 50.0  |  | Acquired 1991 |  | 1,333,885 |  | Parisian, Dillard's, JCPenney, Proffitt's, Sears        
|160. | Westchester, The
White Plains, NY        |  | Fee                 |  | 40.0  |  | Acquired 1997 |  | 826,282   |  | Neiman Marcus, Nordstrom                                
|161. | Westminster Mall
Westminster, CA         |  | Fee                 |  | 100.0 |  | Acquired 1998 |  | 1,079,574 |  | Sears, JCPenney, Robinsons-May, Macy's(9)               
|162. | White Oaks Mall
Springfield, IL          |  | Fee                 |  | 77.0  |  | Built 1977    |  | 951,418   |  | Famous Barr(3), Ward, Sears, Bergner's                  

17

---



|163.                          | Windsor Park Mall
San Antonio, TX                   |  | Fee |  | 100.0 |  | Built 1976 |  | 1,092,992 |  | Ward, Dillard's(11), JCPenney, Mervyn's                                                                                                                                                                                                     
|----------------------------- | --------------------------------------------------- |  | --- |  | ----- |  | ---------- |  | --------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|164.                          | Woodville Mall
Toledo, OH                           |  | Fee |  | 100.0 |  | Built 1969 |  | 771,461   |  | Sears, Elder-Beerman, Andersons, (11)                                                                                                                                                                                                       
|VALUE-ORIENTED REGIONAL MALLS |                                                     |  |     |  |       |  |            | 
|1.                            | Arizona Mills(6)
Tempe, AZ                          |  | Fee |  | 26.3  |  | Built 1997 |  | 1,227,564 |  | 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(6)
Anne Arundel, MD                   |  | Fee |  | 37.5  |  | Built 2000 |  | 948,826   |  | Sun & Ski Sports, For Your Entertainment, Jillian's, Bed, Bath & Beyond                                                                                                                                                                     
|3.                            | Concord Mills(6)
Concord, NC                        |  | Fee |  | 37.5  |  | Built 1999 |  | 1,260,655 |  | 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(6)
Grapevine (Dallas/Ft. Worth), TX |  | Fee |  | 37.5  |  | Built 1997 |  | 1,370,548 |  | Off 5th-Saks Fifth Avenue Outlet, JCPenney Outlet, Books-A-Million, Burlington Coat Factory, Rainforest Café, Group USA, Bed, Bath & Beyond, Polar Ice, GameWorks                                                                           
|                              |                                                     |  |     |  |       |  |            |  |           |  |                                                                                                                                                                                                                                             

18

---

|5.                              | Ontario Mills(6)
Ontario, CA                       |  | Fee                         |  | 25.0  |   | Built 1996    |  | 1,596,096 |      | 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  |   | Acquired 1999 |  | 214,754   |      | Border Books & Music, Cheesecake, Tiffany                                                                                                                                                                                                    
|2.                              | Orlando Premium Outlets(6)
Orlando, FL             |  | Fee                         |  | 50.0  |   | Built 2000    |  | 420,026   |      |                                                                                                                                                                                                                                             
|3.                              | The Forum Shops at Caesars
Las Vegas, NV           |  | Ground Lease (2050)         |  | (19   | ) | Built 1992    |  | 479,667   |      |                                                                                                                                                                                                                                             
|4.                              | The Shops at Sunset Place
Miami, FL                |  | Fee                         |  | 37.5  |   | Built 1999    |  | 503,722   |      | Niketown, Barnes & Noble, Gameworks, Virgin Megastore, Z Gallerie                                                                                                                                                                            
|5.                              | Trolley Square
Salt Lake City, UT                  |  | Fee                         |  | 90.0  |   | Acquired 1986 |  | 219,474   |      |                                                                                                                                                                                                                                             
|OFFICE AND MIXED-USE PROPERTIES |                                                    |  |                             |  |       |   |               | 
|1.                              | Fashion Centre at Pentagon City, The
Arlington, VA |  | Fee                         |  | 21.0  |   | Built 1989    |  | 990,804   | (20) | Macy's, Nordstrom                                                                                                                                                                                                                            
|2.                              | New Orleans Centre/CNG Tower
New Orleans, LA       |  | Fee and Ground Lease (2084) |  | 100.0 |   | Built 1988    |  | 1,047,913 | (21) | Macy's, Lord & Taylor                                                                                                                                                                                                                        
|3.                              | O'Hare International Center
Rosemont, IL           |  | Fee                         |  | 100.0 |   | Built 1988    |  | 512,262   | (22) |                                                                                                                                                                                                                                             
|4.                              | Riverway
Rosemont, IL                              |  | Fee                         |  | 100.0 |   | Acquired 1991 |  | 817,289   | (23) |                                                                                                                                                                                                                                             
|COMMUNITY SHOPPING CENTERS      |                                                    |  |                             |  |       |   |               | 
|1.                              | Arboretum, The
Austin, TX                          |  | Fee                         |  | 100.0 |   | Acquired 1998 |  | 211,947   |      | Barnes & Noble                                                                                                                                                                                                                               
|                                |                                                    |  |                             |  |       |   |               |  |           |      |                                                                                                                                                                                                                                              

19

---

|2.  | Bloomingdale Court
Bloomingdale, IL        |  | Fee                             |  | 100.0 |  | Built 1987    |  | 598,561 |  | Wal-Mart, Best Buy, T.J. Maxx N More, Frank's Nursery, Office Max, Old Navy, Service Merchandise, Dress Barn, Linen N Things
|--- | ------------------------------------------ |  | ------------------------------- |  | ----- |  | ------------- |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------
|3.  | Boardman Plaza
Youngstown, OH              |  | Fee                             |  | 100.0 |  | Built 1951    |  | 641,021 |  | AMES, Burlington Coat Factory, Giant Eagle, Michael's, Linens-N-Things, T.J. Maxx,(11)                                      
|4.  | Bridgeview Court
Bridgeview, IL            |  | Fee                             |  | 100.0 |  | Built 1988    |  | 278,184 |  | AMES(5), (11)                                                                                                               
|5.  | Brightwood Plaza
Indianapolis, IN          |  | Fee                             |  | 100.0 |  | Built 1965    |  | 41,893  |  | Preston Safeway                                                                                                             
|6.  | Celina Plaza
El Paso, TX                   |  | Fee and Ground Lease(24) (2027) |  | 100.0 |  | Built 1978    |  | 32,622  |  |                                                                                                                             
|7.  | Century Mall
Merrillville, IN(25)          |  | Fee                             |  | 100.0 |  | Acquired 1982 |  | 414,534 |  | Burlington Coat Factory, Ward                                                                                               
|8.  | Charles Towne Square
Charleston, SC        |  | Fee                             |  | 100.0 |  | Built 1976    |  | 199,693 |  | Ward                                                                                                                        
|9.  | Chesapeake Center
Chesapeake, VA           |  | Fee                             |  | 100.0 |  | Built 1989    |  | 299,604 |  | Service Merchandise, Phar Mor, K-Mart                                                                                       
|10. | Cobblestone Court
Victor, NY               |  | Fee and Ground Lease(10) (2038) |  | 35.0  |  | Built 1993    |  | 265,493 |  | Dick's Sporting Goods, Kmart, Office Max                                                                                    
|11. | Countryside Plaza
Countryside, IL          |  | Fee and Ground Lease(10) (2058) |  | 100.0 |  | Built 1977    |  | 435,608 |  | Best Buy, Old Country Buffet, KMart(11)                                                                                     
|12. | Crystal Court
Crystal Lake, IL             |  | Fee                             |  | 35.0  |  | Built 1989    |  | 284,816 |  | Cub Foods, Wal-Mart, Service Merchandise, (11)                                                                              
|13. | Eastgate Consumer Mall
Indianapolis, IN    |  | Fee                             |  | 100.0 |  | Acquired 1981 |  | 465,620 |  | Burlington Coat Factory                                                                                                     
|14. | Eastland Convenience Center
Evansville, IN |  | Ground Lease (2075)             |  | 50.0  |  | Acquired 1998 |  | 173,069 |  | Service Merchandise, Marshalls, Kids "R" Us, Toys "R" Us, Bed Bath & Beyond                                                 
|15. | Eastland Plaza
Tulsa, OK                   |  | Fee                             |  | 100.0 |  | Built 1986    |  | 188,229 |  | Marshalls, Target, Toys "R" Us                                                                                              
|16. | Empire East(6)
Sioux Falls, SD             |  | Fee                             |  | 50.0  |  | Acquired 1998 |  | 271,351 |  | Kohl's, Target                                                                                                              
|17. | Fairfax Court
Fairfax, VA                  |  | Fee                             |  | 26.3  |  | Built 1992    |  | 258,738 |  | Burlington Coat Factory, Circuit City Superstore, Today's Man                                                               
|    |                                            |  |                                 |  |       |  |               |  |         |  |                                                                                                                             

20

---

|18. | Forest Plaza
Rockford, IL                  |  | Fee                 |  | 100.0 |  | Built 1985    |  | 435,404 |  | Kohl's, Marshalls, Media Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond, Petco
|--- | ------------------------------------------ |  | ------------------- |  | ----- |  | ------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------
|19. | Fox River Plaza
Elgin, IL                  |  | Fee                 |  | 100.0 |  | Built 1985    |  | 324,873 |  | Big Lots, Builders Square(5), Kmart, (11)                                                                      
|20. | Gaitway Plaza
Ocala, FL                    |  | Fee                 |  | 23.3  |  | Built 1989    |  | 229,973 |  | Ward, Books-A-Million, Office Depot, T.J. Maxx                                                                 
|21. | Glen Burnie Mall
Glen Burnie, MD           |  | Fee                 |  | 100.0 |  | Built 1963    |  | 455,112 |  | Ward, Toys "R" Us, Best Buy, Dick's Clothing & Sporting Goods                                                  
|22. | Great Lakes Plaza
Cleveland, OH            |  | Fee                 |  | 100.0 |  | Built 1976    |  | 164,104 |  | Circuit City, Best Buy, Michael's, Cost Plus World Market                                                      
|23. | Great Northeast Plaza
Philadelphia, PA     |  | Fee                 |  | 50.0  |  | Acquired 1989 |  | 298,242 |  | Sears, Phar Mor                                                                                                
|24. | Greenwood Plus
Greenwood, IN               |  | Fee                 |  | 100.0 |  | Built 1979    |  | 173,481 |  | Best Buy, Kohl's                                                                                               
|25. | Griffith Park Plaza
Griffith, IN           |  | Ground Lease (2060) |  | 100.0 |  | Built 1979    |  | 274,230 |  | Kmart, Service Merchandise, (11)                                                                               
|26. | Grove at Lakeland Square, The
Lakeland, FL |  | Fee                 |  | 100.0 |  | Built 1988    |  | 215,591 |  | Sports Authority                                                                                               
|27. | Highland Lakes Center
Orlando, FL          |  | Fee                 |  | 100.0 |  | Built 1991    |  | 478,014 |  | Target, Marshalls, Bed, Bath & Beyond, Foods Festival, Ross Dress for Less, Office Max                         
|28. | Indian River Commons
Vero Beach, FL        |  | Fee                 |  | 50.0  |  | Built 1997    |  | 264,690 |  | HomePlace, Lowe's, Office Max, (11)                                                                            
|29. | Ingram Plaza
San Antonio, TX               |  | Fee                 |  | 100.0 |  | Built 1980    |  | 111,518 |  |                                                                                                               
|30. | Keystone Shoppes
Indianapolis, IN          |  | Ground Lease (2067) |  | 100.0 |  | Acquired 1997 |  | 29,140  |  |                                                                                                               
|31. | Knoxville Commons
Knoxville, TN            |  | Fee                 |  | 100.0 |  | Built 1987    |  | 180,355 |  | Office Max, Trees 'N Trends, Circuit City                                                                      
|32. | Lake Plaza
Waukegan, IL                    |  | Fee                 |  | 100.0 |  | Built 1986    |  | 218,208 |  | Pic 'N Save, Home Owners Buyer's Outlet, (11)                                                                  
|    |                                            |  |                     |  |       |  |               |  |         |  |                                                                                                                

21

---

|33. | Lake View Plaza
Orland Park, IL              |  | Fee                |  | 100.0 |  | Built 1986 |  | 382,019 |  | Service Merchandise, Best Buy(3), Marshalls, Ulta Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N-Things(3), Pet Care Plus,(11)         
|--- | -------------------------------------------- |  | ------------------ |  | ----- |  | ---------- |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|34. | Lakeline Plaza
Austin, TX                    |  | Fee                |  | 100.0 |  | Built 1998 |  | 344,675 |  | 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
|35. | Lima Center
Lima, OH                         |  | Fee                |  | 100.0 |  | Built 1978 |  | 201,154 |  | AMES, Hobby Lobby                                                                                                                             
|36. | Lincoln Crossing
O'Fallon, IL                |  | Fee                |  | 100.0 |  | Built 1990 |  | 161,337 |  | Wal-Mart, PetsMart                                                                                                                            
|37. | Mainland Crossing
Galveston, TX              |  | Fee(8)             |  | 80.0  |  | Built 1991 |  | 390,987 |  | Hobby Lobby, Sam's Club, Wal-Mart                                                                                                             
|38. | Mall of Georgia Crossing
Gwinnett County, GA |  | Fee                |  | 50.0  |  | Built 1999 |  | 440,452 |  | Target, Nordstrom Rack, Best Buy, Staples, T.J. Maxx N More, Dekor                                                                            
|39. | Markland Plaza
Kokomo, IN                    |  | Fee                |  | 100.0 |  | Built 1974 |  | 111,166 |  | Spiece, (11)                                                                                                                                  
|40. | Martinsville Plaza
Martinsville, VA          |  | Space Lease (2036) |  | 100.0 |  | Built 1967 |  | 102,105 |  | Rose's                                                                                                                                        
|41. | Matteson Plaza
Matteson, IL                  |  | Fee                |  | 100.0 |  | Built 1988 |  | 274,805 |  | Service Merchandise, Dominick's, Michael's Arts & Crafts, Value City                                                                          
|42. | Memorial Plaza
Sheboygan, WI                 |  | Fee                |  | 100.0 |  | Built 1966 |  | 141,177 |  | Office Max, (11)                                                                                                                              
|43. | Mounds Mall Cinema
Anderson, IN              |  | Fee                |  | 100.0 |  | Built 1974 |  | 7,500   |  |                                                                                                                                              
|44. | Muncie Plaza
Muncie, IN                      |  | Fee                |  | 100.0 |  | Built 1998 |  | 172,651 |  | Kohl's, Office Max, Shoe Carnival, T.J. Maxx                                                                                                  
|45. | New Castle Plaza
New Castle, IN              |  | Fee                |  | 100.0 |  | Built 1966 |  | 91,648  |  | Goody's                                                                                                                                       
|46. | North Ridge Plaza
Joliet, IL                 |  | Fee                |  | 100.0 |  | Built 1985 |  | 367,282 |  | Service Merchandise, Best Buy, Cub Foods, Hobby Lobby, Office Max                                                                             
|    |                                              |  |                    |  |       |  |            |  |         |  |                                                                                                                                               

22

---

|47. | North Riverside Park Plaza
North Riverside, IL |  | Fee                            |  | 100.0 |  | Built 1977    |  | 119,608 |  | Dominick's                                                                                                                      
|--- | ---------------------------------------------- |  | ------------------------------ |  | ----- |  | ------------- |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------------
|48. | Northland Plaza
Columbus, OH                   |  | Fee and Ground Lease(7) (2085) |  | 100.0 |  | Built 1988    |  | 209,534 |  | Marshalls, Phar-Mor, Hobby Lobby                                                                                                
|49. | Northwood Plaza
Fort Wayne, IN                 |  | Fee                            |  | 100.0 |  | Built 1974    |  | 209,374 |  | Target, Cinema Grill, (11)                                                                                                      
|50. | Park Plaza
Hopkinsville, KY                    |  | Fee and Ground Lease(7) (2039) |  | 100.0 |  | Built 1968    |  | 115,024 |  | Wal-Mart(5)                                                                                                                     
|51. | Plaza at Buckland Hills, The
Manchester, CT    |  | Fee                            |  | 35.0  |  | Built 1993    |  | 334,491 |  | Toys "R" Us, Jo-Ann Etc., Kids "R" Us, Service Merchandise, Comp USA, Linens-N-Thing's, Party City, The Floor Store, Pay Half   
|52. | Regency Plaza
St. Charles, MO                  |  | Fee                            |  | 100.0 |  | Built 1988    |  | 287,526 |  | Wal-Mart, Sam's Wholesale, Bed,                                                                                                 
|53. | Ridgewood Court
Jackson, MS                    |  | Fee                            |  | 35.0  |  | Built 1993    |  | 240,820 |  | T.J. Maxx, Service Merchandise, Bed, Bath & Beyond, Best Buy, Marshall's(11)                                                    
|54. | Rockaway Convenience Center
Rockaway, NJ       |  | Fee                            |  | 100.0 |  | Acquired 1998 |  | 135,309 |  | Kids "R" Us, AMCE Grocery                                                                                                       
|55. | Royal Eagle Plaza
Coral Springs, FL            |  | Fee                            |  | 35.0  |  | Built 1989    |  | 198,986 |  | Kmart, Stein Mart                                                                                                               
|56. | Shops at Northeast Mall, The
Hurst, TX         |  | Fee                            |  | 100.0 |  | Built 1999    |  | 364,750 |  | Old Navy, Nordstrom Rack, Bed, Bath & Beyond, Office Max, Michael's, Petsmart, T.J. Maxx, Ulta Cosmectics, Best Buy, Zany Brainy
|57. | St. Charles Towne Plaza
Waldorf, MD            |  | Fee                            |  | 100.0 |  | Built 1987    |  | 404,949 |  | Value City Furniture, T.J. Maxx, Ames, Jo Ann Fabrics, CVS, Shoppers Food Warehouse, (11)                                       
|58. | Teal Plaza
Lafayette, IN                       |  | Fee                            |  | 100.0 |  | Built 1962    |  | 101,087 |  | Circuit City, Hobby-Lobby, The Pep Boys                                                                                         
|59. | Terrace at The Florida Mall
Orlando, FL        |  | Fee                            |  | 100.0 |  | Built 1989    |  | 332,980 |  | Marshalls, Service Merchandise, Target, Home Place, (11)                                                                        
|60. | Tippecanoe Plaza
Lafayette, IN                 |  | Fee                            |  | 100.0 |  | Built 1974    |  | 94,598  |  | Best Buy, Barnes & Noble                                                                                                        
|61. | University Center
South Bend, IN               |  | Fee                            |  | 60.0  |  | Built 1980    |  | 150,548 |  | Best Buy, Michaels, Service Merchandise                                                                                         
|    |                                                |  |                                |  |       |  |               |  |         |  |                                                                                                                                 

23

---

|62.                           | Village Park Plaza
Westfield, IN        |  | Fee                 |  | 35.0  |  | Built 1990 |   | 528,051 |  | Wal-Mart, Galyan's, Frank's Nursery, Kohl's, Marsh                                                                        
|----------------------------- | --------------------------------------- |  | ------------------- |  | ----- |  | ---------- | - | ------- |  | --------------------------------------------------------------------------------------------------------------------------
|63.                           | Wabash Village
West Lafayette, IN       |  | Ground Lease (2063) |  | 100.0 |  | Built 1970 |   | 124,748 |  | Kmart                                                                                                                     
|64.                           | Washington Plaza
Indianapolis, IN       |  | Fee                 |  | 100.0 |  | Built 1976 |   | 50,107  |  | Kids "R" Us                                                                                                               
|65.                           | Waterford Lakes Town Center
Orlando, FL |  | Fee                 |  | 100.0 |  | Built 1999 |   | 802,308 |  | Super Target, T.J. Maxx, Barnes & Noble, Ross Dress for Less, Petsmart, Bed, Bath & Beyond, Old Navy, Best Buy, Office Max
|66.                           | West Ridge Plaza
Topeka, KS             |  | Fee                 |  | 100.0 |  | Built 1988 |   | 237,729 |  | Target, T.J. Maxx, Toys "R" Us,                                                                                           
|67.                           | West Town Corners
Altamonte Springs, FL |  | Fee                 |  | 23.3  |  | Built 1989 |   | 385,196 |  | Wal-Mart, Service Merchandise, Sports Authority, PetsMart, Winn Dixie                                                     
|68.                           | Westland Park Plaza
Orange Park, FL     |  | Fee                 |  | 23.3  |  | Built 1989 |   | 163,154 |  | Burlington Coat Factory, PetsMart, Sports Authority, Sound Advice                                                         
|69.                           | White Oaks Plaza
Springfield, IL        |  | Fee                 |  | 100.0 |  | Built 1986 |   | 400,303 |  | Kohl's, Kids "R" Us, Office Max, T.J. Maxx, Toys "R" Us, Cub Foods                                                        
|70.                           | Wichita Mall
Wichita, KS                |  | Ground Lease (2022) |  | 100.0 |  | Built 1969 |   | 379,457 |  | Ward, Office Max, (11)                                                                                                    
|71.                           | Willow Knolls Court
Peoria, IL          |  | Fee                 |  | 35.0  |  | Built 1990 |   | 382,377 |  | Kohl's, Phar-Mor, Sam's Wholesale Club                                                                                    
|72.                           | Wood Plaza
Fort Dodge, IA               |  | Ground Lease (2045) |  | 100.0 |  | Built 1968 |   | 94,993  |  | Country General                                                                                                           
|73.                           | Yards Plaza, The
Chicago, IL            |  | Fee                 |  | 35.0  |  | Built 1990 |   | 273,054 |  | Burlington Coat Factory, Ward, Value City                                                                                 
|PROPERTIES UNDER CONSTRUCTION |                                         |  |                     |  |       |  |            |  
|1.                            | Bowie Town Center
Bowie, MD             |  | Fee                 |  | 100.0 |  | (26        | ) | 559,540 |  | Sears, Hecht's                                                                                                            
|2.                            | Montreal Forum
Montreal, Canada         |  | Fee                 |  | 35.0  |  | (27        | ) | 275,711 |  | Morentzos, Jilians, Showmax                                                                                               

Footnotes:

24

---

25

---





The SPG Operating Partnership has 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, the SPG Operating Partnership, through the Management Company, has interests in two parcels of land totaling 243 acres, which were
previously held for development, but are now being marketed for sale.



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



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, although certain Unitholders have guaranteed a portion of the property related debt in the aggregate amount of $618.7 million.

26

---

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

|Property Name                   |  | (50)
Interest
Rate |       | Face Amount
at 12/31/2000 |         | Annual Debt
Service |        | Maturity
Date |           
|------------------------------- |  | ------------------ | ----- | ------------------------- | ------- | ------------------- | ------ | ------------- | ----------
|Consolidated Indebtedness:      |  |                    |       |                           |         |                     |        |               |           
|Secured Indebtedness            |  |                    |       |                           |         |                     |        |               |           
|Simon Property Group, L.P.:     |  |                    |       |                           |         |                     |        |               |           
|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                       |  | 8.15               | %(3)  |                           | 34,000  |                     | 2,770  | (2)           | 11/30/2003
|Arsenal Mall1                  |  | 6.75               | %     |                           | 34,268  |                     | 2,808  |               | 9/28/2008 
|Arsenal Mall2                  |  | 8.20               | %     |                           | 2,164   |                     | 286    |               | 5/15/2016 
|Battlefield Mall1              |  | 7.50               | %     |                           | 46,373  |                     | 4,765  |               | 1/1/2004  
|Battlefield Mall2              |  | 6.81               | %     |                           | 44,053  |                     | 3,524  |               | 1/1/2004  
|Biltmore Square                 |  | 7.95               | %     |                           | 26,000  |                     | 2,067  | (2)           | 12/11/2010
|Bloomingdale Court(5)           |  | 7.78               | %     |                           | 29,617  |                     | 2,578  |               | 10/1/2009 
|Bowie Mall                      |  | 8.15               | %(3)  |                           | 8,657   |                     | 705    | (2)           | 12/14/2003
|Brunswick Square                |  | 8.15               | %(3)  |                           | 45,000  |                     | 3,666  | (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               |  | 7.28               | %     |                           | 45,207  |                     | 4,883  |               | 7/1/2001  
|Cielo Vista Mall1(6)           |  | 9.38               | %     |                           | 53,753  |                     | 5,828  |               | 5/1/2007  
|Cielo Vista Mall2(6)           |  | 8.13               | %     |                           | 1,501   |                     | 376    |               | 11/1/2005 
|Cielo Vista Mall3(6)           |  | 6.76               | %     |                           | 38,140  |                     | 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) |  | 6.16               | %(8)  |                           | 50,000  |                     | 3,078  | (2)           | 12/15/2004
|College Mall1(9)               |  | 7.00               | %     |                           | 40,568  |                     | 3,908  |               | 1/1/2009  
|College Mall2(9)               |  | 6.76               | %     |                           | 11,747  |                     | 935    |               | 1/1/2009  
|Columbia Center                 |  | 7.62               | %     |                           | 42,326  |                     | 3,225  | (2)           | 3/15/2002 
|Crystal River                   |  | 7.63               | %     |                           | 16,288  |                     | 1,385  |               | 11/11/2010
|Eastland Mall (OK)(12)          |  | 6.81               | %     |                           | 15,000  |                     | 1,022  | (2)           | 3/15/2003 
|Forest Mall1(12)               |  | 6.57               | %     |                           | 12,800  |                     | 841    | (2)           | 3/15/2003 
|Forest Mall2(12)               |  | 6.81               | %     |                           | 2,750   |                     | 187    | (2)           | 3/15/2003 
|Forest Plaza(5)                 |  | 7.78               | %     |                           | 16,244  |                     | 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 
|Golden Ring Mall(12)            |  | 6.57               | %     |                           | 29,750  |                     | 1,955  | (2)           | 3/15/2003 
|Great Lakes Mall1              |  | 6.74               | %     |                           | 52,632  |                     | 3,547  | (2)           | 3/1/2001  
|Great Lakes Mall2              |  | 7.07               | %     |                           | 8,489   |                     | 600    | (2)           | 3/1/2001  
|Greenwood Park Mall1(9)        |  | 7.00               | %     |                           | 33,977  |                     | 3,273  |               | 1/1/2009  
|Greenwood Park Mall2(9)        |  | 6.76               | %     |                           | 60,696  |                     | 4,831  |               | 1/1/2009  
|Grove at Lakeland Square, The   |  | 8.44               | %     |                           | 3,750   |                     | 317    | (2)           | 5/15/2015 
|Gulf View Square                |  | 8.25               | %     |                           | 36,447  |                     | 3,652  |               | 10/1/2006 
|Highland Lakes Center           |  | 8.15               | %(3)  |                           | 14,377  |                     | 1,171  | (2)           | 3/1/2002  

27

---

|Hutchinson Mall1(12)        |  | 8.44  | %     |  | 11,242  |  | 1,104  |     | 3/15/2003  | (4)
|---------------------------- |  | ----- | ----- |  | ------- |  | ------ | --- | ---------- | ---
|Hutchinson Mall2(12)        |  | 6.81  | %     |  | 4,500   |  | 306    | (2) | 3/15/2003  | (4)
|Jefferson Valley Mall        |  | 7.90  | %(14) |  | 60,000  |  | 4,738  | (2) | 1/11/2004  | (4)
|Keystone at the Crossing     |  | 7.85  | %     |  | 62,894  |  | 5,642  |     | 7/1/2027   |    
|Lake View Plaza(5)           |  | 7.78  | %     |  | 21,593  |  | 1,880  |     | 10/1/2009  |    
|Lakeline Mall                |  | 7.65  | %     |  | 71,373  |  | 6,295  |     | 5/1/2007   |    
|Lakeline Plaza(5)            |  | 7.78  | %     |  | 23,673  |  | 2,061  |     | 10/1/2009  |    
|Lima Mall1                  |  | 7.12  | %     |  | 14,180  |  | 1,010  | (2) | 3/1/2002   |    
|Lima Mall2                  |  | 7.12  | %     |  | 4,723   |  | 336    | (2) | 3/1/2002   |    
|Lincoln Crossing(5)          |  | 7.78  | %     |  | 3,269   |  | 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            |  | 8.15  | %(3)  |  | 1,603   |  | 131    | (2) | 3/31/2002  |    
|Markland Mall(12)            |  | 6.57  | %     |  | 10,000  |  | 657    | (2) | 3/15/2003  | (4)
|Matteson Plaza(5)            |  | 7.78  | %     |  | 9,509   |  | 828    |     | 10/1/2009  |    
|McCain Mall1(6)             |  | 9.38  | %     |  | 25,100  |  | 2,721  |     | 5/1/2007   |    
|McCain Mall2(6)             |  | 6.76  | %     |  | 17,604  |  | 1,402  |     | 5/1/2007   |    
|Melbourne Square             |  | 7.42  | %     |  | 38,362  |  | 3,374  |     | 2/1/2005   |    
|Miami International Mall     |  | 6.91  | %     |  | 45,316  |  | 3,758  |     | 12/21/2003 |    
|Midland Park Mall1(12)      |  | 6.57  | %     |  | 22,500  |  | 1,478  | (2) | 3/15/2003  | (4)
|Midland Park Mall2(12)      |  | 6.81  | %     |  | 5,500   |  | 375    | (2) | 3/15/2003  | (4)
|Muncie Plaza(5)              |  | 7.78  | %     |  | 8,221   |  | 716    |     | 10/1/2009  |    
|Net Lease (Atlanta)          |  | 8.00  | %     |  | 667     |  | 263    |     | 12/1/2002  |    
|Net Lease (Chattanooga)      |  | 6.80  | %     |  | 387     |  | 274    |     | 5/31/2002  |    
|North East Mall              |  | 8.02  | %(15) |  | 135,761 |  | 10,890 | (2) | 5/20/2004  | (4)
|North Riverside Park Plaza1 |  | 9.38  | %     |  | 3,679   |  | 452    |     | 9/1/2002   |    
|North Riverside Park Plaza2 |  | 10.00 | %     |  | 3,543   |  | 420    |     | 9/1/2002   |    
|North Towne Square(12)       |  | 6.57  | %     |  | 23,500  |  | 1,544  | (2) | 3/15/2003  | (4)
|Northgate Shopping Center    |  | 7.62  | %     |  | 79,035  |  | 6,022  | (2) | 3/15/2002  |    
|Orland Square                |  | 7.74  | %(16) |  | 50,000  |  | 3,871  | (2) | 9/1/2001   |    
|Paddock Mall                 |  | 8.25  | %     |  | 28,988  |  | 2,905  |     | 10/1/2006  |    
|Palm Beach Mall              |  | 7.50  | %     |  | 48,282  |  | 4,803  |     | 12/15/2002 |    
|Port Charlotte Town Center   |  | 7.98  | %     |  | 53,250  |  | 4,249  | (2) | 12/11/2010 |    
|Raleigh Springs Mall         |  | 8.30  | %(47) |  | 11,000  |  | 913    | (2) | 2/23/2003  |    
|Randall Park Mall1          |  | 9.75  | %(46) |  | 35,000  |  | 3,411  | (2) | 12/11/2001 | (4)
|Randall Park Mall2          |  | 11.65 | %(46) |  | 5,000   |  | 582    | (2) | 12/11/2001 | (4)
|Regency Plaza(5)             |  | 7.78  | %     |  | 4,457   |  | 388    |     | 10/1/2009  |    
|Richmond Towne Square        |  | 7.65  | %(11) |  | 56,851  |  | 4,347  | (2) | 7/15/2003  | (4)
|River Oaks Center            |  | 8.67  | %     |  | 32,500  |  | 2,818  | (2) | 6/1/2002   |    
|Shops @ Mission Viejo        |  | 7.80  | %(17) |  | 141,314 |  | 11,017 | (2) | 8/31/2003  | (4)
|South Park Mall1(1)         |  | 7.25  | %     |  | 19,194  |  | 1,717  |     | 3/15/2003  | (4)
|South Park Mall2(1)         |  | 7.01  | %     |  | 6,799   |  | 570    |     | 3/15/2003  | (4)
|St. Charles Towne Plaza(5)   |  | 7.78  | %     |  | 28,527  |  | 2,483  |     | 10/1/2009  |    
|Sunland Park Mall(18)        |  | 8.63  | %     |  | 38,710  |  | 3,773  |     | 1/1/2026   |    
|Tacoma Mall                  |  | 7.62  | %     |  | 92,474  |  | 7,047  | (2) | 3/15/2002  |    
|Terrace at Florida Mall, The |  | 8.44  | %     |  | 4,688   |  | 396    | (2) | 5/15/2015  |    
|Tippecanoe Mall1(9)         |  | 8.45  | %     |  | 44,649  |  | 4,647  |     | 1/1/2005   |    
|Tippecanoe Mall2(9)         |  | 6.81  | %     |  | 15,666  |  | 1,253  |     | 1/1/2005   |    

28

---

|Towne East Square1(9)  |                                         | 7.00 | %     |  | 53,638 |           | 5,167 |     | 1/1/2009  |    
|----------------------- | --------------------------------------- | ---- | ----- |  | ------ | --------- | ----- | --- | --------- | ---
|Towne East Square2(9)  |                                         | 6.81 | %     |  | 24,478 |           | 1,958 |     | 1/1/2009  |    
|Treasure Coast Square1 |                                         | 7.42 | %     |  | 51,575 |           | 4,714 |     | 1/1/2006  |    
|Treasure Coast Square2 |                                         | 8.06 | %     |  | 11,892 |           | 1,063 |     | 1/1/2006  |    
|Trolley Square          |                                         | 9.03 | %     |  | 29,700 |           | 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 | %     |  | 33,243 |           | 3,604 |     | 5/1/2007  |    
|Valle Vista Mall2(6)   |                                         | 6.81 | %     |  | 7,826  |           | 626   |     | 5/1/2007  |    
|Waterford Lakes         |                                         | 8.05 | %(20) |  | 56,998 |           | 4,586 | (2) | 8/15/2004 | (4)
|West Ridge Plaza(5)     |                                         | 7.78 | %     |  | 5,745  |           | 500   |     | 10/1/2009 |    
|White Oaks Mall         |                                         | 8.39 | %(21) |  | 16,500 |           | 1,385 | (2) | 3/1/2001  |    
|White Oaks Plaza(5)     |                                         | 7.78 | %     |  | 17,532 |           | 1,526 |     | 10/1/2009 |    
|Windsor Park Mall1     |                                         | 8.00 | %     |  | 5,610  |           | 544   |     | 3/1/2001  |    
|Windsor Park Mall2     |                                         | 8.00 | %     |  | 8,625  |           | 811   |     | 5/1/2012  |    
|                        |                                         |      |       |  |        |           |       |     |          
|                        | Total Consolidated Secured Indebtedness |      |       |  | $      | 3,164,032 |       |     |           |    
|                        |                                         |      |       |  |        |           |       |     |          

29

---



|Unsecured Indebtedness                  |                                                 |      |       |  |           |           |        |      |            |    
|--------------------------------------- | ----------------------------------------------- | ---- | ----- |  | --------- | --------- | ------ | ---- | ---------- | ---
|Simon Property Group, L.P.:             |                                                 |      |       |  |           |           |        |      |            |    
|CPI Merger Facility2 (1.4B)            |                                                 | 7.30 | %     |  | 450,000   |           | 32,833 | (2)  | 3/24/2001  |    
|CPI Merger Facility3 (1.4B)            |                                                 | 7.30 | %     |  | 475,000   |           | 34,657 | (2)  | 9/24/2001  |    
|Medium Term Notes1                     |                                                 | 7.13 | %     |  | 100,000   |           | 7,125  | (22) | 6/24/2005  |    
|Medium Term Notes2                     |                                                 | 7.13 | %     |  | 180,000   |           | 12,825 | (22) | 9/20/2007  |    
|Putable Asset Trust Securities          |                                                 | 6.75 | %     |  | 100,000   |           | 6,750  | (22) | 11/15/2003 |    
|Simon ERE FacilitySwap component       |                                                 | 7.75 | %(37) |  | 28,200    |           | 2,186  | (2)  | 7/31/2004  | (4)
|Simon ERE FacilityVariable component   |                                                 | 7.25 | %(38) |  | 4,992     |           | 362    | (2)  | 7/31/2004  | (4)
|SPG, L.P. Unsecured Loan1              |                                                 | 7.45 | %     |  | 150,000   |           | 11,169 | (2)  | 2/28/2002  | (4)
|SPG, L.P. Unsecured Loan3              |                                                 | 7.65 | %     |  | 22,929    |           | 1,753  | (2)  | 3/30/2002  | (4)
|Unsecured Notes1                       |                                                 | 6.88 | %     |  | 250,000   |           | 17,188 | (22) | 11/15/2006 |    
|Unsecured Notes2A                      |                                                 | 6.75 | %     |  | 100,000   |           | 6,750  | (22) | 7/15/2004  |    
|Unsecured Notes2B                      |                                                 | 7.00 | %     |  | 150,000   |           | 10,500 | (22) | 7/15/2009  |    
|Unsecured Notes3                       |                                                 | 6.88 | %     |  | 150,000   |           | 10,313 | (22) | 10/27/2005 |    
|Unsecured Notes4A                      |                                                 | 6.63 | %     |  | 375,000   |           | 24,844 | (22) | 6/15/2003  |    
|Unsecured Notes4B                      |                                                 | 6.75 | %     |  | 300,000   |           | 20,250 | (22) | 6/15/2005  |    
|Unsecured Notes4C                      |                                                 | 7.38 | %     |  | 200,000   |           | 14,750 | (22) | 6/15/2018  |    
|Unsecured Notes5A                      |                                                 | 6.75 | %     |  | 300,000   |           | 20,250 | (22) | 2/9/2004   |    
|Unsecured Notes5B                      |                                                 | 7.13 | %     |  | 300,000   |           | 21,375 | (22) | 2/9/2009   |    
|Unsecured Revolving Credit Facility     |                                                 | 7.30 | %(24) |  | 645,000   |           | 47,061 | (2)  | 8/25/2003  |    
|Mandatory Par Put Remarketed Securities |                                                 | 7.00 | %(26) |  | 200,000   |           | 14,000 | (22) | 6/15/2008  |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        |                                                 |      |       |  | 4,481,121 |           |        |      |            |    
|Shopping Center Associates:             |                                                 |      |       |  |           |           |        |      |            |    
|Unsecured NotesSCA 1                   |                                                 | 6.75 | %     |  | 150,000   |           | 10,125 | (22) | 1/15/2004  |    
|Unsecured NotesSCA 2                   |                                                 | 7.63 | %     |  | 110,000   |           | 8,388  | (22) | 5/15/2005  |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        |                                                 |      |       |  | 260,000   |           |        |      |            |    
|The Retail Property Trust:              |                                                 |      |       |  |           |           |        |      |            |    
|Unsecured NotesCPI 1                   |                                                 | 9.00 | %     |  | 250,000   |           | 22,500 | (22) | 3/15/2002  |    
|Unsecured NotesCPI 2                   |                                                 | 7.05 | %     |  | 100,000   |           | 7,050  | (22) | 4/1/2003   |    
|Unsecured NotesCPI 3                   |                                                 | 7.75 | %     |  | 150,000   |           | 11,625 | (22) | 8/15/2004  |    
|Unsecured NotesCPI 4                   |                                                 | 7.18 | %     |  | 75,000    |           | 5,385  | (22) | 9/1/2013   |    
|Unsecured NotesCPI 5                   |                                                 | 7.88 | %     |  | 250,000   |           | 19,688 | (22) | 3/15/2016  |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        |                                                 |      |       |  | 825,000   |           |        |      |            |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        | Total Consolidated Unsecured Indebtedness       |      |       |  | $         | 5,566,121 |        |      |            |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        | Total Consolidated Indebtedness at Face Amounts |      |       |  | $         | 8,730,153 |        |      |            |    
|                                        | Net Premium on Indebtedness                     |      |       |  | $         | (1,571    | )      |      |            |    
|                                        |                                                 |      |       |  |           |           |        |      |           
|                                        | Total Consolidated Indebtedness                 |      |       |  | $         | 8,728,582 | (27)   |      |            |    
|                                        |                                                 |      |       |  |           |           |        |      |           

30

---

|Joint Venture Indebtedness(28):          |  |      |       |  |         |  |        |      |            |    
|---------------------------------------- |  | ---- | ----- |  | ------- |  | ------ | ---- | ---------- | ---
|Apple Blossom Mall                       |  | 7.99 | %     |  | 40,633  |  | 3,607  |      | 9/10/2009  |    
|Arizona Mills                            |  | 7.95 | %(29) |  | 145,764 |  | 11,583 | (2)  | 2/1/2002   | (4)
|Arundel Mills                            |  | 8.30 | %(19) |  | 112,346 |  | 9,321  | (2)  | 4/30/2005  | (4)
|Atrium at Chestnut Hill1                |  | 7.29 | %     |  | 42,117  |  | 4,031  |      | 4/1/2001   |    
|Atrium at Chestnut Hill2                |  | 8.16 | %     |  | 11,550  |  | 1,154  |      | 4/1/2001   |    
|Auburn Mall                              |  | 7.99 | %     |  | 47,570  |  | 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 | %     |  | 56,126  |  | 5,555  |      | 5/15/2003  |    
|Cape Cod Mall                            |  | 8.45 | %(30) |  | 67,348  |  | 5,688  | (2)  | 4/1/2003   | (4)
|Circle Centre Mall1                     |  | 7.09 | %(31) |  | 60,000  |  | 4,252  | (2)  | 1/31/2004  | (4)
|Circle Centre Mall2                     |  | 8.15 | %(32) |  | 7,500   |  | 611    | (2)  | 1/31/2004  | (4)
|CMBS LoanFixed Component (IBM)(33)      |  | 7.41 | %     |  | 300,000 |  | 22,229 | (2)  | 5/1/2006   |    
|CMBS LoanFixed Component2 (IBM)        |  | 8.13 | %     |  | 57,100  |  | 4,643  | (2)  | 5/15/2006  |    
|CMBS LoanFloating Component (IBM)(33)   |  | 7.14 | %     |  | 184,500 |  | 13,181 | (2)  | 5/1/2003   |    
|CMBS LoanFloating Component2 (IBM)(45) |  | 7.02 | %     |  | 81,400  |  | 5,711  | (2)  | 5/15/2006  |    
|Cobblestone Court                        |  | 7.64 | %(34) |  | 6,180   |  | 472    | (2)  | 1/1/2006   |    
|Concord Mills                            |  | 8.00 | %(35) |  | 179,883 |  | 14,384 | (2)  | 12/2/2003  | (4)
|Coral Square                             |  | 8.00 | %     |  | 90,000  |  | 7,200  | (2)  | 10/1/2010  |    
|Crystal Court                            |  | 7.64 | %(34) |  | 3,570   |  | 273    | (2)  | 1/1/2006   |    
|Crystal Mall                             |  | 8.66 | %     |  | 48,068  |  | 5,384  |      | 2/1/2003   |    
|Dadeland Mall(49)                        |  | 7.45 | %(36) |  | 140,000 |  | 10,425 | (2)  | 2/1/2003   |    
|Emerald Square Mall                      |  | 8.13 | %(10) |  | 145,000 |  | 11,795 | (2)  | 3/31/2005  | (4)
|Fairfax Court                            |  | 7.64 | %(34) |  | 10,320  |  | 788    | (2)  | 1/1/2006   |    
|Florida Mall, The                        |  | 7.55 | %     |  | 270,000 |  | 22,766 |      | 11/13/2010 |    
|Gaitway Plaza                            |  | 7.64 | %(34) |  | 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 | %     |  | 14,491  |  | 1,324  |      | 11/5/2008  |    
|Great Northeast Plaza                    |  | 9.04 | %     |  | 17,353  |  | 2,053  |      | 6/1/2006   |    
|Greendale Mall                           |  | 8.23 | %     |  | 41,725  |  | 3,779  |      | 11/1/2006  |    
|Gwinnett Place1                         |  | 7.54 | %     |  | 38,994  |  | 3,412  |      | 4/1/2007   |    
|Gwinnett Place2                         |  | 7.25 | %     |  | 85,257  |  | 7,070  |      | 4/1/2007   |    
|Highland Mall1                          |  | 9.75 | %     |  | 6,983   |  | 1,661  |      | 12/1/2009  |    
|Highland Mall2                          |  | 8.50 | %     |  | 83      |  | 116    |      | 10/1/2001  |    
|Highland Mall3                          |  | 9.50 | %     |  | 869     |  | 607    |      | 11/1/2001  |    
|Indian River Commons                     |  | 7.58 | %     |  | 8,386   |  | 710    | (37) | 11/1/2004  |    
|Indian River Mall                        |  | 7.58 | %     |  | 46,533  |  | 3,941  | (37) | 11/1/2004  |    
|Liberty Tree Mall                        |  | 8.15 | %(3)  |  | 46,680  |  | 4,320  |      | 10/1/2001  |    
|Mall at Rockingham                       |  | 7.88 | %     |  | 99,782  |  | 8,705  |      | 8/1/2007   |    
|Mall of America                          |  | 7.16 | %(40) |  | 312,000 |  | 22,336 | (2)  | 3/10/2005  | (4)
|Mall of Georgia                          |  | 7.09 | %     |  | 200,000 |  | 14,180 | (2)  | 7/1/2010   |    
|Mall of Georgia Crossing                 |  | 7.25 | %     |  | 34,470  |  | 2,825  |      | 6/9/2006   |    
|Mall of New Hampshire1                  |  | 6.96 | %     |  | 103,811 |  | 8,345  |      | 10/1/2008  |    
|Mall of New Hampshire2                  |  | 8.53 | %     |  | 8,431   |  | 786    |      | 10/1/2008  |    
|Mayflower Realty Credit Facility         |  | 9.15 | %(39) |  | 8,400   |  | 768    | (2)  | 7/12/2002  | (4)

31

---

|Merchantwired                |                                                  | 7.93 | %     |  | 6,609   |           | 524    | (2) | 12/31/2005 |    
|---------------------------- | ------------------------------------------------ | ---- | ----- |  | ------- | --------- | ------ | --- | ---------- | ---
|Metrocenter                  |                                                  | 8.45 | %     |  | 30,360  |           | 3,031  |     | 2/28/2008  |    
|Montreal Forum               |                                                  | 7.50 | %(41) |  | 24,931  |           | 1,870  | (2) | 1/31/2002  |    
|Northfield Square            |                                                  | 9.15 | %     |  | 37,000  |           | 3,384  | (2) | 4/30/2005  | (4)
|Northshore Mall              |                                                  | 9.05 | %     |  | 161,000 |           | 14,571 | (2) | 5/14/2004  |    
|Ontario Mills4              |                                                  | 6.00 | %     |  | 4,198   |           | 252    | (2) | 12/28/2009 |    
|Ontario Mills5              |                                                  | 6.75 | %     |  | 142,117 |           | 11,286 |     | 11/2/2008  |    
|Ontario Mills6              |                                                  | 8.00 | %     |  | 10,500  |           | 925    |     | 12/5/2008  |    
|Orlando Premium Outlets      |                                                  | 8.15 | %(42) |  | 56,490  |           | 4,602  | (2) | 2/12/2004  | (4)
|Plaza at Buckland Hills, The |                                                  | 7.64 | %(34) |  | 17,625  |           | 1,347  | (2) | 1/1/2006   |    
|Polska Shopping Mall         |                                                  | 6.49 | %     |  | 12,355  |           | 802    | (2) | 12/31/2011 |    
|Ridgewood Court              |                                                  | 7.64 | %(34) |  | 8,035   |           | 614    | (2) | 1/1/2006   |    
|Royal Eagle Plaza            |                                                  | 7.64 | %(34) |  | 7,920   |           | 605    | (2) | 1/1/2006   |    
|Seminole Towne Center        |                                                  | 8.00 | %     |  | 70,500  |           | 5,640  | (2) | 6/30/2001  |    
|Shops at Sunset Place, The   |                                                  | 7.80 | %(43) |  | 114,218 |           | 10,669 |     | 6/30/2002  | (4)
|Smith Haven Mall             |                                                  | 7.86 | %     |  | 115,000 |           | 9,039  | (2) | 6/1/2006   |    
|Solomon Pond                 |                                                  | 7.83 | %     |  | 95,185  |           | 8,564  |     | 2/1/2004   |    
|Source, The                  |                                                  | 6.65 | %     |  | 124,000 |           | 8,246  | (2) | 11/6/2008  |    
|Square One                   |                                                  | 8.40 | %     |  | 104,526 |           | 10,139 |     | 12/1/2001  |    
|Town Center at Cobb1        |                                                  | 7.54 | %     |  | 49,681  |           | 4,347  |     | 4/1/2007   |    
|Town Center at Cobb2        |                                                  | 7.25 | %     |  | 64,883  |           | 5,381  |     | 4/1/2007   |    
|Village Park Plaza           |                                                  | 7.64 | %(34) |  | 8,960   |           | 685    | (2) | 1/1/2006   |    
|West Town Corners            |                                                  | 7.64 | %(34) |  | 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 | %     |  | 149,525 |           | 14,478 |     | 9/1/2005   |    
|Westchester, The2           |                                                  | 7.20 | %     |  | 53,099  |           | 4,399  |     | 9/1/2005   |    
|Westland Park Plaza          |                                                  | 7.64 | %(34) |  | 4,950   |           | 378    | (2) | 1/1/2006   |    
|Willow Knolls Court          |                                                  | 7.64 | %(34) |  | 6,490   |           | 496    | (2) | 1/1/2006   |    
|Yards Plaza, The             |                                                  | 7.64 | %(34) |  | 8,270   |           | 632    | (2) | 1/1/2006   |    
|                             |                                                  |      |       |  |         |           |        |     |           
|                             | Total Joint Venture Indebtedness at Face Amounts |      |       |  | $       | 5,118,330 |        |     |            |    
|                             | Premium on Indebtedness                          |      |       |  | $       | 17,158    |        |     |            |    
|                             |                                                  |      |       |  |         |           |        |     |           
|                             | Total Joint Venture Indebtedness                 |      |       |  | $       | 5,135,488 | (44)   |     |            |    
|                             |                                                  |      |       |  |         |           |        |     |           

(Footnotes
on following page)

32

---

(Footnotes for preceding page)

33

---

Item 3. Legal Proceedings

Please refer to Note 13 of the attached audited financial statements of the SPG Operating Partnership for a summary of material litigation.

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

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

None.

34

---



Part II

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



There is no established public trading market for SPG Properties common stock, which is substantially wholly-owned by SPG. The following table sets forth for
the periods indicated, the distributions declared per share of SPG Properties common stock:

Declared
Distribution20001st Quarter

$
0.50502nd Quarter

$
0.50503rd Quarter

$
0.50504th Quarter

$
0.505019991st Quarter

$
0.50502nd Quarter

$
0.50503rd Quarter

$
0.50504th Quarter

$
0.5050




The number of holders of record of the shares of common stock of SPG Properties was 187 as of March 16, 2001.



SPG Properties did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended during the fourth
quarter of 2000.

35

---

Item 6. Selected Financial Data

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

|                                  |                                                      | As of or for the Year Ended December 31,
|--------------------------------- | ---------------------------------------------------- | ----------------------------------------
|
|
|OPERATING DATA(2):                |                                                      |                                         
|                                  | Total revenue                                        |                                         
|                                  | Equity in income of the SPG Operating Partnership(3) |                                         
|                                  | Income before extraordinary items                    |                                         
|                                  | Net income available to common shareholders          |                                         
|Distributions per common share(4) |                                                      | $                                       
|BALANCE SHEET DATA:               |                                                      |                                         
|Cash and cash equivalents         |                                                      | $                                       
|                                  | Total assets                                         |                                         
|                                  | Mortgages and other indebtedness                     |                                         
|                                  | Shareholders' equity                                 |                                         

---

Notes

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

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

36

---

environmental/safety requirements. We undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.



Who we areAs of December 31, 2000, SPG Properties, Inc. ("SPG Properties"), held a 48.3% ownership interest in Simon Property Group,
LP (the "SPG Operating Partnership"). This investment is their sole asset and represents their only source of income. For these reasons, management has based the following discussion on the results of
operations and financial position of the SPG Operating Partnership. Prior to the September 24, 1998 acquisition, through merger, of Corporate Property Investors, Inc. ("CPI") (the "CPI
Merger") (see Note 4 to the financial statements of the SPG Operating Partnership), SPG Properties (formerly Simon DeBartolo Group, Inc.) accounted for its interest in the SPG Operating
Partnership using the consolidation method of accounting. As a result of the CPI Merger and related transactions, SPG Properties began accounting for its noncontrolling interest in the SPG Operating
Partnership using the equity method of accounting. In this discussion, the terms "we", "us" and "our" refer to SPG Properties and the SPG Operating Partnership on a combined basis.

We
are engaged primarily in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and community
shopping centers. As of December 31, 2000, we owned or held an interest in 251 income-producing properties in the United States, which consisted of 164 regional malls, 73 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"), and five additional retail real
estate properties operating in Europe. We also owned
an interest in two properties currently under construction and 11 parcels of land held for future development, which together with the Properties are hereafter referred to as the "Portfolio" or the
"Portfolio Properties." We also hold substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 8 to the attached financial
statements of the SPG Operating Partnership for a description of the activities of the Management Company.

Our
operating results for the two years ended December 31, 2000 and 1999, and their comparability to the respective prior periods, were significantly impacted by a number of
Property acquisitions and openings beginning in 1998. The greatest impact on results of operations has come from the CPI Merger (see Note 4 to the financial statements). In addition, we
acquired ownership interests in, or commenced operations of, a number of other Properties throughout the comparative periods and, as a result, increased the number of Properties we account for using
the consolidation method of accounting and sold interests in several Properties throughout the comparative periods (together with the CPI merger, the "Property Transactions"). "Liquidity and Capital
Resources" contains additional information on the 2000 activity and Note 5 to the financial statements of the SPG Operating Partnership contains information about acquisitions and dispositions
prior to 2000.



On December 3, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), which addressed certain
revenue recognition policies, including the accounting for overage rent by a landlord. SAB 101 requires overage rent to be recognized as revenue only when each tenant's sales exceeds its sales
threshold. We previously recognized overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount. We adopted SAB 101
effective January 1, 2000 and recorded a loss from the cumulative effect of an accounting change of $12.3 million, which includes our $1.8 million share from unconsolidated
entities.

37

---

Results of Operations

Year Ended December 31, 2000 vs. Year Ended December 31, 1999

Operating income increased $55.2 million or 6.5% in 2000 as compared to 1999. This increase includes the net result of the Property Transactions
($10.8 million). Excluding these transactions, operating income increased approximately $44.4 million or 5.2%, primarily resulting from a $53.6 million increase in minimum rents,
a $14.2 million increase in consolidated revenues realized from marketing initiatives throughout the Portfolio from our strategic marketing division, Simon Brand Ventures ("SBV"), a
$3.8 million increase in miscellaneous income, a $4.8 million increase in interest income, and an $8.6 million increase in lease settlements, partially offset by a
$31.8 million increase in depreciation and amortization, a $2.5 million increase in cost sharing expense, and a $4.7 million increase in other expenses. The increase in minimum
rent primarily results from increased occupancy levels, the replacement of expiring tenant leases with renewal leases at higher minimum base rents, and a $5.1 million increase in rents from
tenants operating under license agreements. The increase in miscellaneous income results from gift certificate sales previously recorded on the Management Company and incidental fee revenues. The
increase in depreciation and amortization is primarily due to an increase in depreciable real estate realized through renovation and expansion activities.

Interest
expense increased $57.5 million, or 9.9% in 2000 as compared to 1999. This increase is primarily the result of overall increases in interest rates during the
comparative periods ($20.6 million), the Property Transactions ($8.2 million) and incremental interest on borrowings under our Credit Facility to complete the NED Acquisition
($12.4 million) and acquire an ownership interest in Mall of America ($3.8 million), with the remainder being primarily from borrowings for Property redevelopments that opened in the
comparative periods.

The
$9.1 million net gain on the sales of assets in 2000 results from the sale of our interests in an office building, two regional malls and four community shopping centers
for approximately $142.6 million, partially offset by a $10.6 million asset write-down on two Properties recognized in the second quarter of 2000. In 1999, we recognized a
net loss of $7.1 million on the sale of four Properties.

Income
from unconsolidated entities increased $34.7 million in 2000, resulting from a $26.1 million increase in income from the Management Company and an
$8.6 million increase in income from unconsolidated partnerships and joint ventures. The increase in Management Company income is primarily the result of a $6.7 million increase in
management fees due to property acquisitions and increased minimum rents, $7.3 million of asset write-downs recognized in 1999, $4.6 million in 2000 residual land sales, as well as a
$5.3 million increase in the income tax benefit, which is primarily due to the reversal of valuation allowances due to 2000 income and forecasted future income. Income from unconsolidated
partnerships and joint ventures included a $5.0 million asset impairment write-down in 1999 related to The Tower Shops.

During
the first quarter of 2000, we recorded a $12.3 million expense resulting from the cumulative effect of an accounting change described above.

Net
income was $340.4 million for the year ended December 31, 2000, which reflects a $49.3 million or 16.9% increase over 1999, primarily for the reasons
discussed above, and was allocated to the Unitholders of the SPG Operating Partnership based upon their preferred Unit preferences and weighted average ownership interests in the SPG Operating
Partnership during the period.

Year Ended December 31, 1999 vs. Year Ended December 31, 1998

Operating income increased $212.7 million or 33.2% in 1999 as compared to 1998. This increase is primarily the result of the CPI Merger
($141.3 million) and the Property Transactions ($23.0 million). Excluding these transactions, operating income increased approximately $48.5 million, primarily resulting from an
approximately $15.1 million increase in consolidated revenues realized from

38

---

marketing initiatives throughout the Portfolio from our strategic marketing division, Simon Brand Ventures ("SBV"); a $39.1 million increase in minimum rents; a $6.3 million increase in
gains from sales of peripheral properties; a $7.2 million increase in interest income and a $4.3 million increase in lease settlement income, partially offset by a $14.1 million
increase in depreciation and amortization and an $8.6 million decrease in fee income. The increase in minimum rent primarily results from increased occupancy levels, the replacement of expiring
tenant leases with renewal leases at higher minimum base rents, and a $7.9 million increase in rents from tenants operating under license agreements. The increase in depreciation and
amortization is primarily due to an increase in depreciable real estate realized through renovation and expansion activities.

Interest
expense increased $159.6 million, or 38.0% in 1999 as compared to 1998. This increase is primarily a result of the CPI Merger ($124.9 million) and the Property
Transactions ($18.0 million). The remaining increase includes incremental interest resulting from our 1998 issuance of $1,1 billion of public notes, the proceeds of which were used
primarily to pay down the Credit Facility (see Liquidity and Capital Resources) ($4.5 million), and incremental interest on borrowings under our Credit Facility to complete the NED Acquisition,
and acquire ownership interests in the IBM Properties and Mall of America ($6.3 million) (see Liquidity and Capital Resources and Notes 3 & 5 to the financial statements).

Income
from unconsolidated entities increased $21.5 million in 1999, resulting from an increase in our share of income from partnerships and joint ventures
($22.6 million), partially offset by a decrease in its
share of the income from the Management Company ($1.1 million). The increase in our share of income from partnerships and joint ventures is primarily the result of the joint venture interests
acquired in the CPI Merger ($11.4 million), the IBM Properties ($3.2 million) and the NED Acquisition ($3.1 million). The decrease in Management Company income is primarily the
result of losses associated with interests in two parcels of land held by the Management Company ($7.3 million), partially offset by increases in SBV revenues ($2.9 million),
construction services revenues ($1.3 million) and increased earnings from a subsidiary captive insurance company ($1.1 million).

As
discussed further in Note 13 to the financial statements, the $12.0 million unusual item in 1999 is the estimated result of damages arising from the litigation
surrounding the 1996 acquisition through merger of DeBartolo Realty Corporation (the "DRC Merger"). The actual amount of damages has not yet been determined by the courts.

The
$6.7 million extraordinary loss and $7.1 million extraordinary gain in 1999 and 1998, respectively, are the net results from refinancings, early extinguishments
and/or forgiveness of debt.

Net
income was $291.1 million during 1999, an increase of $50.7 million over 1998, primarily for the reasons discussed above, and was allocated to the Unitholders of the
SPG Operating Partnership based upon their preferred Unit preferences and weighted average ownership interests in the SPG Operating Partnership during the period.



As of December 31, 2000, our balance of unrestricted cash and cash equivalents was $209.8 million, including $116.5 million related to our
gift certificate program, which we do not consider available for general working capital purposes. We have a $1.25 billion unsecured revolving credit facility (the "Credit Facility") which had
available credit of $598.5 million at December 31, 2000. The Credit Facility bears interest at LIBOR plus 65 basis points and has an initial maturity of August 2002, with an
additional one-year extension available at our option. SPG and the SPG Operating Partnership also have access to public equity and debt markets. Our current corporate bond ratings are Baa1
by Moody's Investors Service and BBB+ by Standard & Poor's.

We
anticipate that cash generated from operating performance will provide the funds we need on a short- and long-term basis for operating expenses, interest expense on
outstanding indebtedness,

39

---

recurring capital expenditures, and distributions to Unitholders so that SPG can comply with REIT requirements. Sources of capital for nonrecurring capital expenditures, such as major building
renovations and expansions, as well as for scheduled principal payments, including balloon payments, on outstanding indebtedness are expected to be obtained from:



At December 31, 2000, we had consolidated debt of $8.7 billion, of which $6.1 billion was fixed-rate debt, bearing interest at
a weighted average rate of 7.3% and $2.6 billion was variable-rate debt bearing interest at a weighted average rate of 7.5%. As of December 31, 2000, we had interest rate
protection agreements related to $404.0 million of combined consolidated variable-rate debt. Our interest rate protection agreements did not materially impact interest expense or
weighted average borrowing rates in 2000.

Our
share of total scheduled principal payments of mortgage and other indebtedness, including unconsolidated joint venture indebtedness over the next five years is
$7.1 billion, with $3.6 billion thereafter. We, together with SPG and the SRC Operating Partnership (See Note 1 to the financial statements), have a combined ratio of consolidated
debt-to-market capitalization of 57.0% and 58.1% at December 31, 2000 and 1999, respectively.

Market RiskSensitivity Analysis.Our future earnings, cash flows and fair values relating to financial
instruments are dependent upon prevalent market rates of interest, primarily LIBOR. Based upon consolidated indebtedness and interest rates at December 31, 2000, a 0.25% increase in the market
rates of interest would decrease future earnings and cash flows by approximately $5.9 million, and would decrease the fair value of debt by approximately $220.0 million. A 0.25% decrease
in the market rates
of interest would increase future earnings and cash flows by approximately $5.9 million, and would increase the fair value of debt by approximately $230.0 million. We manage our exposure
to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate debt and by refinancing fixed rate debt at times when rates and
terms are appropriate.

The
following summarizes significant financing and refinancing transactions completed in 2000:

Secured Indebtedness.During 2000, we refinanced approximately $1.1 billion of mortgage indebtedness on twelve
of the Properties. Our share of the refinanced debt is approximately $556 million. The weighted average maturity of the indebtedness increased from approximately 0.6 years to
6.7 years, while the weighted average interest rates increased from approximately 7.77% to 7.84%.

Credit Facility.During 2000 the maximum and average amounts outstanding under the Credit Facility were
$830 million and $715 million, respectively. The weighted average interest rate was 7.34% for 2000.

Unsecured Notes.On March 24, 2000, we refinanced $450.0 million of unsecured debt, which became due and
bore interest at LIBOR plus 65 basis points. The new facility matures March 24, 2001 and also bears interest at LIBOR plus 65 basis points. In addition, during September 2000, we
refinanced $500.0 million of unsecured debt, which became due and bore interest at LIBOR plus 65

40

---

basis points, with a new $475.0 million facility and borrowings from the Credit Facility. The new $475.0 million facility matures September 2001 and bears interest at LIBOR plus
65 basis points.

On
January 11, 2001, we issued $500.0 million of unsecured debt to institutional investors pursuant to Rule 144A in two tranches. The first tranche is
$300.0 million bearing an interest rate of 73/8% due January 20, 2006 and the second tranche is $200.0 million bearing an interest rate of 73/4% due
January 20, 2011. The net proceeds of the offering were used to repay the remaining portion of the indebtedness under the Merger Facility due March 24, 2001 and to repay a portion of the
Merger Facility due September 24, 2001.



We continue to review and evaluate a limited number of individual property and portfolio acquisition opportunities. However, due to the rapid consolidation of
the regional mall business and the current status of the capital markets, we believe that acquisition activity in the near term will be a less significant component of our growth strategy. We believe
funds on hand, and amounts available under the Credit Facility, together with the ability to issue Units, provide the means to finance certain acquisitions. We cannot assure you that we will not be
required to, or will not elect to, even if not required to, obtain funds from outside sources, including through the sale of debt or equity securities, to finance significant acquisitions, if any.

See
Note 5 to the financial statements for 1999 and 1998 acquisition activity.

Disposals.During 2000, we sold our interests in two regional malls, four community shopping centers and an office
building for a total of approximately $142.6 million, including the buyer's assumption of approximately $25.9 million of mortgage debt, which resulted in a net gain of
$19.7 million. The net proceeds of $114.6 million were used to reduce the outstanding borrowings on the Credit Facility, to repurchase Paired Shares and Units and for general corporate
purposes.

In
addition, on July 31, 2000, we sold our 1,408,450 shares of common stock of Chelsea Property Group, Inc. for $50.0 million, which equaled our original
investment. No gain or loss was recognized on the transaction. The net proceeds were used for general corporate purposes.

In
addition to the Property sales described above, as a continuing part of our long-term strategic plan, we continue to pursue the sale of our remaining
non-retail holdings and a number of retail assets that are no longer aligned with our strategic criteria. We expect the sale prices of any non-core assets, if sold, will not
differ materially from the carrying value of the related assets.



New Developments.Development activities are an ongoing part of our business. During 2000, we opened two new Properties
aggregating approximately 1.7 million square feet of GLA. In total, we invested
approximately $179.6 million on new developments in 2000. With fewer new developments currently under construction, we expect 2001 development costs to be approximately $76.2 million.

Strategic Expansions and Renovations.One of our key objectives is to increase the profitability and market share of
the Properties through the completion of strategic renovations and expansions. During 2000, we invested approximately $201.6 million on redevelopment projects and completed five major
redevelopment projects, which added approximately 1.2 million square feet of GLA to the Portfolio. We have a number of renovation and/or expansion projects currently under construction, or in
preconstruction development and expect to invest approximately $121.0 million on redevelopment in 2001.

International Expansion.The SPG Operating Partnership and the Management Company have a 29% ownership interest in
European Retail Enterprises, B.V. ("ERE") and Groupe BEG, S.A.

41

---

("BEG"), respectively, which are accounted for using the equity method of accounting. BEG and ERE are fully integrated European retail real estate developers, lessors and managers. Our total cash
investment in ERE and BEG at December 31, 2000 was approximately $45.8 million, with commitments for an additional $16.6 million, subject to certain performance and other
criteria, including our approval of development projects. The agreements with BEG and ERE are structured to allow us to acquire an additional 25% ownership interest over time. As of
December 31, 2000, BEG and ERE had three Properties open in Poland and two in France.

Technology Initiatives.We continue to evolve our technology initiatives through our association with several third
party participants. Through MerchantWired LLC, we are creating, along with all the other leading retail real estate developers, a full service retail infrastructure company that provides retailers
across the country access to a high speed, highly reliable and secure broadband network. We own an approximately 53% noncontrolling interest in MerchantWired LLC and account for it using the equity
method of accounting. In addition, in 2000 we joined with other leading real estate companies across a broad range of property sectors to form Constellation Real Technologies, which is designed to
form, incubate and sponsor real estate-related Internet, e-commerce and technology enterprises; acquire interests in existing "best of breed" companies; and act as a consolidator of real
estate technology across property sectors. In September, Constellation announced its initial investment of $25.0 million in FacilityPro.com, a business-to-business
electronic marketplace designed for the efficient procurement of facilities' products and services. Our share of this investment is $2.5 million.

These
new activities may generate losses in the initial years of operation, while programs are being developed and customer bases are being established. We have investments totaling
approximately
$28.9 million related to such programs through December 31, 2000. We expect to continue to invest in these programs over the next two years and together with the other members of
MerchantWired, LLC have guaranteed our pro rata share of equipment lease payments up to $46.0 million. There is no assurance that our technology programs will succeed.



2000

1999

1998New Developments

$
58

$
226

$
22Renovations and Expansions


194


248


250Tenant Allowances


65


64


46Operational Capital Expenditures


49


27


18Other








12Total

$
366

$
565

$
348




We declared distributions in 2000 aggregating $2.02 per Unit. On February 6, 2001, we declared a distribution of $0.5050 per Unit payable on
February 28, 2001, to Unitholders of record on February 16, 2001. The current annual distribution rate is $2.02 per Unit. Future distributions will be determined based on actual results
of operations and cash available for distribution.



Pursuant to a stock repurchase program authorized by the Board of Directors of SPG, on August 8, 2000, we purchased 1,596,100 Paired Shares at an
average price of $25.00 per Paired Share. The purchase is part of a plan announced by management earlier in the year to make opportunistic repurchases of Paired Shares during 2000 funded solely by a
portion of the net proceeds realized from sales of our non-core assets.

42

---

During 2000, 478,454 limited partner units were purchased for approximately $11.1 million.

Cash
used in investing activities during 2000 includes capital expenditures of $409.7 million, investments in unconsolidated joint ventures of $161.6 million consisting
primarily of development funding, $1.3 million in acquisition costs, $19.6 million of funding through the note receivable from the SRC Operating Partnership primarily for technology
initiatives, and $20.3 million of investments in and advances to the Management Company. Capital expenditures include development costs of $61.5 million, renovation and expansion costs
of approximately $233.3 million and tenant costs, and other operational capital expenditures of approximately $114.9 million. These uses of cash are partially offset by distributions
from unconsolidated entities of $360.3 million; net proceeds of $114.6 million from the sales of our interests in two regional malls, four community shopping centers and an office
building; and net proceeds of $50.0 million from the sale of stock held as an investment. Distributions from unconsolidated entities includes approximately $277.1 million resulting from
financing activities, with the remainder resulting primarily from those entities' operating activities.

Cash
used in financing activities during 2000 includes net equity distributions of $554.6 million, $50.8 million to purchase treasury stock and limited partner units,
and net debt proceeds of $48.5 million.



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

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



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



A number of local, regional, and national retailers, including both in-line and anchor tenants, have recently announced store closings or filed for
bankruptcy. Some changeover in tenants is normal in our business. We lost 800,000 square feet of tenants in 2000 to bankruptcies or restructurings. Pressures which affect consumer confidence, job
growth, energy costs and income gains, however, can affect retail sales growth and a continuing soft economic cycle may impact our ability to retenant property vacancies resulting from these store
closings or bankruptcies.

43

---



The
geographical diversity of our portfolio mitigates some of our risk in the event of an economic downturn. In addition, the diversity of our tenant mix also is a factor because no
single retailer represents more than 2.0% of total GLA or more than 3.5% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to
release spaces at higher rents to tenants with enhanced sales performance. Our previously demonstrated ability to successfully retenant anchor and in line store locations reflects our resilience to
fluctuations in economic cycles. While these factors reflect some of the inherent strengths of our portfolio in a difficult retail environment, successful execution of a releasing strategy is not
assured.



See Note 13 in the Notes to Financial Statements for discussion of environmental matters.



See Footnote 15 of the Notes to Financial Statements for a discussion of the impact of new accounting pronouncements.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

Please refer to the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 under the caption Liquidity and
Capital Resources.

Item 8. Financial Statements and Supplementary Data

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

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

None.

44

---

Part III

Item 10. Directors and Executive Officers of the Registrant

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

Item 13. Certain Relationships and Related Transactions

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

45

---



PART IV

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

|    |  |     |  |                                                                                                      |  | Page No.
|--- |  | --- |  | ---------------------------------------------------------------------------------------------------- |  | --------
|(a) |  | (1) |  | Financial Statements                                                                                 |  |         
|    |  |     |  | Report of Independent Public Accountants                                                             |  | 47      
|    |  |     |  | SPG Properties, Inc.:                                                                                |  |         
|    |  |     |  | Consolidated Balance Sheets as of December 31, 2000 and 1999                                         |  | 48      
|    |  |     |  | Consolidated Statements of Operations for the years ended December 31, 2000, 1999 and 1998           |  | 49      
|    |  |     |  | Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2000, 1999 and 1998 |  | 50      
|    |  |     |  | Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998           |  | 51      
|    |  |     |  | Simon Property Group, L.P.:                                                                          |  |         
|    |  |     |  | Consolidated Balance Sheets as of December 31, 2000 and 1999                                         |  | 52      
|    |  |     |  | Consolidated Statements of Operations for the years ended December 31, 2000, 1999 and 1998           |  | 53      
|    |  |     |  | Consolidated Statements of Partners' Equity for the years ended December 31, 2000, 1999 and 1998     |  | 54      
|    |  |     |  | Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998           |  | 56      
|    |  |     |  | Notes to Financial Statements                                                                        |  | 57      
|    |  | (2) |  | Financial Statement Schedules                                                                        |  |         
|    |  |     |  | Report of Independent Public Accountants                                                             |  | 85      
|    |  |     |  | Simon Property Group, L.P. Schedule IIISchedule of Real Estate and Accumulated Depreciation         |  | 86      
|    |  |     |  | Notes to Schedule III                                                                                |  | 93      
|    |  | (3) |  | Exhibits                                                                                             |  |         
|    |  |     |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item.                  |  | 94      

None.

46

---



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
Simon Property Group, Inc.:

We
have audited the accompanying consolidated balance sheets of SPG Properties, Inc. (a Maryland corporation) and subsidiary as of December 31, 2000 and 1999, and the
related consolidated statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000. We have also audited the accompanying
consolidated balance sheets of Simon Property Group, L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 2000 and 1999, and the related statements of operations, partners'
equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of SPG Properties, Inc. and subsidiary
as of December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, and the
consolidated financial position of Simon Property Group, L.P. and subsidiaries as of December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

As
explained in Note 15 to the financial statements of Simon Property Group, L.P., effective January 1, 2000, Simon Property Group, L.P. adopted Staff Accounting
Bulletin No. 101, which addressed certain revenue recognition policies, including the accounting for overage rent by a landlord.

| |  | ARTHUR ANDERSEN LLP
| |  | -------------------

Indianapolis, Indiana
February 7, 2001.

47

---



CONSOLIDATED BALANCE SHEETS  SPG PROPERTIES, INC.  (Dollars in thousands, except per share amounts)

|                                                                                                         |                                                                                                                                                    | December 31,
2000 |                            | December 31,
1999 |  
|-------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | -------------------------- | ----------------- | -
|ASSETS:                                                                                                  |                                                                                                                                                    |                   |                            |                   |  
|                                                                                                         | Investment in the SPG Operating Partnership                                                                                                        |                   | $                          | 1,971,122         |  
|                                                                                                         |                                                                                                                                                    |                   |                            |                   |  
|COMMITMENTS AND CONTINGENCIES (See note 13 to the financial statements of the SPG Operating Partnership) |                                                                                                                                                    |                   |                            |                   |  
|SHAREHOLDERS' EQUITY:                                                                                    |                                                                                                                                                    |                   |                            |                   |  
|                                                                                                         | Series B and C cumulative redeemable preferred stock, 12,200,000 shares authorized, 11,000,000 issued and outstanding. Liquidation values $350,000 |                   |                            | 339,865           |  
|                                                                                                         | Common stock, $.0001 par value, 400,000,000 shares authorized, and 113,679,929 and 113,688,557 issued and outstanding, respectively                |                   |                            | 11                |  
|                                                                                                         | Class B common stock, $.0001 par value, 12,000,000 shares authorized, 0 issued and outstanding                                                     |                   |                            |                  |  
|                                                                                                         | Class C common stock, $.0001 par value, 4,000 shares authorized, 0 issued and outstanding                                                          |                   |                            |                  |  
|                                                                                                         | Capital in excess of par value                                                                                                                     |                   |                            | 2,175,421         |  
|                                                                                                         | Accumulated deficit                                                                                                                                |                   |                            | (538,939          | )
|                                                                                                         | Unrealized loss on long-term investment                                                                                                            |                   |                            |                  |  
|                                                                                                         | Unamortized restricted stock award                                                                                                                 |                   |                            | (5,236            | )
|                                                                                                         |                                                                                                                                                    |                   |                            |                   |  
|                                                                                                         |                                                                                                                                                    |                   | Total shareholders' equity |                   | $
|                                                                                                         |                                                                                                                                                    |                   |                            |                   |  

The accompanying notes are an integral part of these statements.

48

---



CONSOLIDATED STATEMENTS OF OPERATIONS        SPG PROPERTIES, INC.        (Dollars in thousands)

|                                                                                 |                               | For the Year Ended
December 31, |        
|-------------------------------------------------------------------------------- | ----------------------------- | ------------------------------- | -------
|
|REVENUE:                                                                         |                               |                                 |        
|                                                                                 | Minimum rent                  |                                 | $      
|                                                                                 | Overage rent                  |                                 |        
|                                                                                 | Tenant reimbursements         |                                 |        
|                                                                                 | Other income                  |                                 |        
|                                                                                 |                               |                                 |        
|                                                                                 |                               | Total revenue                   |        
|                                                                                 |                               |                                 |        
|EXPENSES:                                                                        |                               |                                 |        
|                                                                                 | Property operating            |                                 |        
|                                                                                 | Depreciation and amortization |                                 |        
|                                                                                 | Real estate taxes             |                                 |        
|                                                                                 | Repairs and maintenance       |                                 |        
|                                                                                 | Advertising and promotion     |                                 |        
|                                                                                 | Provision for credit losses   |                                 |        
|                                                                                 | Other                         |                                 |        
|                                                                                 |                               |                                 |        
|                                                                                 |                               | Total operating expenses        |        
|                                                                                 |                               |                                 |        
|OPERATING INCOME                                                                 |                               |                                 |       
|INTEREST EXPENSE                                                                 |                               |                                 |       
|                                                                                 |                               |                                 |        
|INCOME BEFORE MINORITY INTEREST                                                  |                               |                                 |       
|MINORITY INTEREST                                                                |                               |                                 |       
|LOSS ON SALES OF ASSETS, NET                                                     |                               |                                 |       
|                                                                                 |                               |                                 |        
|INCOME BEFORE UNCONSOLIDATED ENTITIES                                            |                               |                                 |       
|EQUITY IN INCOME OF THE SPG OPERATING PARTNERSHIP                                |                               |                                 | 155,721
|INCOME FROM UNCONSOLIDATED ENTITIES                                              |                               |                                 |       
|                                                                                 |                               |                                 |        
|INCOME BEFORE EXTRAORDINARY ITEMS                                                |                               |                                 | 155,721
|EXTRAORDINARY ITEMS                                                              |                               |                                 |       
|                                                                                 |                               |                                 |        
|INCOME BEFORE ALLOCATION TO LIMITED PARTNERS                                     |                               |                                 | 155,721
|LESSLIMITED PARTNERS' INTEREST IN THE SPG OPERATING PARTNERSHIP                 |                               |                                 |       
|LESSMANAGING GENERAL PARTNER'S DIRECT INTEREST IN THE SPG OPERATING PARTNERSHIP |                               |                                 |       
|                                                                                 |                               |                                 |        
|NET INCOME                                                                       |                               |                                 | 155,721
|PREFERRED DIVIDENDS                                                              |                               |                                 | (29,336
|                                                                                 |                               |                                 |        
|NET INCOME AVAILABLE TO COMMON SHAREHOLDERS                                      |                               | $                               | 126,385
|                                                                                 |                               |                                 |        

The accompanying notes are an integral part of these statements.

49

---



CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY        SPG PROPERTIES, INC.        (Dollars in thousands)

|                                                                          |                             | Preferred Stock |         | All Classes of Common
Stock |   | Capital in Excess of
Par Value |   | Accumulated Deficit |           | Unrealized Gain (Loss) on
Long-Term Investment |   | Unamortized Restricted
Stock Award |         | Total Shareholders'
Equity |       
|------------------------------------------------------------------------- | --------------------------- | --------------- | ------- | --------------------------- | - | ------------------------------ | - | ------------------- | --------- | ---------------------------------------------- | - | ---------------------------------- | ------- | -------------------------- | ------
|Balance at December 31, 1997                                              |                             | $               | 339,061 |                             | $ | 10                             |   | $                   | 1,491,909 |                                                | $ | (263,308                           | )       | $                          | 2,420 
|Common stock issued to the public (2,957,335 shares)                      |                             |                 |         |                             |   | 1                              |   |                     | 91,398    |                                                |   |                                    |         |                            |       
|Common stock issued in connection with acquisitions (519,889 shares)      |                             |                 |         |                             |   |                                |   |                     | 17,176    |                                                |   |                                    |         |                            |       
|Stock incentive program (495,131 shares)                                  |                             |                 |         |                             |   |                                |   |                     | 15,983    |                                                |   |                                    |         |                            |       
|Other (Accretion of preferred stock and 81,111 shares issued)             |                             |                 | 268     |                             |   |                                |   |                     | 2,160     |                                                |   |                                    |         |                            |       
|Amortization of stock incentive                                           |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Adjustment to limited partners' interest in the SPG Operating Partnership |                             |                 |         |                             |   |                                |   |                     | 557,642   |                                                |   |                                    |         |                            |       
|Distributions                                                             |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | (270,193                           | )       |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Subtotal                                                                  |                             |                 | 339,329 |                             |   | 11                             |   |                     | 2,176,268 |                                                |   | (533,501                           | )       |                            | 2,420 
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Other Comprehensive Income: |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Unrealized loss on long-term investment                                   |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            | (2,331
|Net income                                                                |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | 145,845                            |         |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Total Comprehensive Income: |                 |         |                            |   |                                |  |                     |           |                                               |   |                                    | 145,845 |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Balance at December 31, 1998                                              |                             |                 | 339,329 |                             |   | 11                             |   |                     | 2,176,268 |                                                |   | (387,656                           | )       |                            | 89    
|Restricted stock forfeitures (19,089 shares)                              |                             |                 |         |                             |   |                                |   |                     | (596      | )                                              |   |                                    |         |                            |       
|Amortization of stock incentive                                           |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Preferred stock accretion                                                 |                             |                 | 268     |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Adjustment to limited partners' interest in the SPG Operating Partnership |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | 81,473                             |         |                            |       
|Distributions                                                             |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | (258,975                           | )       |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Subtotal                                                                  |                             |                 | 339,597 |                             |   | 11                             |   |                     | 2,175,672 |                                                |   | (565,158                           | )       |                            | 89    
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Comprehensive Income:       |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Unrealized loss on long-term investment                                   |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            | (3,974
|Net income                                                                |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | 137,764                            |         |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Total Comprehensive Income: |                 |         |                            |   |                                |  |                     |           |                                               |   |                                    | 137,764 |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Balance at December 31, 1999                                              |                             |                 | 339,597 |                             |   | 11                             |   |                     | 2,175,672 |                                                |   | (427,394                           | )       |                            | (3,885
|Restricted stock forfeitures (8,628 shares)                               |                             |                 |         |                             |   |                                |   |                     | (251      | )                                              |   |                                    |         |                            |       
|Amortization of stock incentive                                           |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Preferred stock accretion                                                 |                             |                 | 268     |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Adjustment to limited partners' interest in the SPG Operating Partnership |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | 99,615                             |         |                            |       
|Distributions                                                             |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | (258,970                           | )       |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Subtotal                                                                  |                             |                 | 339,865 |                             |   | 11                             |   |                     | 2,175,421 |                                                |   | (586,749                           | )       |                            | (3,885
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Comprehensive Income:       |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Unrealized loss on long-term investment                                   |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            | 3,885 
|Net income                                                                |                             |                 |         |                             |   |                                |   |                     |           |                                                |   | 155,721                            |         |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|                                                                          | Total Comprehensive Income: |                 |         |                            |   |                                |  |                     |           |                                               |   |                                    | 155,721 |                            |       
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       
|Balance at December 31, 2000                                              |                             | $               | 339,865 |                             | $ | 11                             |   | $                   | 2,175,421 |                                                | $ | (431,028                           | )       | $                          |      
|                                                                          |                             |                 |         |                             |   |                                |   |                     |           |                                                |   |                                    |         |                            |       

The accompanying notes are an integral part of these statements.

50

---



CONSOLIDATED STATEMENTS OF CASH FLOWS        SPG PROPERTIES, INC.        (Dollars in thousands)

|                                               |                                                                                   | For the Year Ended December 31,                                          |                                                                     
|---------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------------ | --------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                   |                                                                          |                                                                     
|                                               | Net income                                                                        |                                                                          | $                                                                   
|                                               | Adjustments to reconcile net income to net cash provided by operating activities |                                                                          |                                                                     
|                                               |                                                                                   |                                                                          | Depreciation and amortization                                       
|                                               |                                                                                   |                                                                          | Extraordinary items                                                 
|                                               |                                                                                   |                                                                          | Loss on sales of assets, net                                        
|                                               |                                                                                   |                                                                          | Limited partners' interest in the SPG Operating Partnership         
|                                               |                                                                                   |                                                                          | Managing General Partner's Interest in the SPG Operating Partnership
|                                               |                                                                                   |                                                                          | Straight-line rent                                                  
|                                               |                                                                                   |                                                                          | Minority interest                                                   
|                                               |                                                                                   |                                                                          | Equity in income of the SPG Operating Partnership                   
|                                               |                                                                                   |                                                                          | Equity in income of unconsolidated entities                         
|                                               |                                                                                   | Changes in assets and liabilities                                       |                                                                     
|                                               |                                                                                   |                                                                          | Tenant receivables and accrued revenue                              
|                                               |                                                                                   |                                                                          | Deferred costs and other assets                                     
|                                               |                                                                                   |                                                                          | Accounts payable, accrued expenses and other liabilities            
|                                               |                                                                                   |                                                                          |                                                                     
|                                               |                                                                                   |                                                                          | Net cash provided by operating activities                           
|                                               |                                                                                   |                                                                          |                                                                     
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                   |                                                                          |                                                                     
|                                               |                                                                                   | Acquisitions                                                             |                                                                     
|                                               |                                                                                   | Capital expenditures                                                     |                                                                     
|                                               |                                                                                   | Cash from mergers, acquisitions and consolidation of joint ventures, net |                                                                     
|                                               |                                                                                   | Cash held by deconsolidated investee                                     |                                                                     
|                                               |                                                                                   | Change in restricted cash                                                |                                                                     
|                                               |                                                                                   | Net proceeds from sale of assets                                         |                                                                     
|                                               |                                                                                   | Investments in unconsolidated entities                                   |                                                                     
|                                               |                                                                                   | Distributions from the SPG Operating Partnership                         |                                                                     
|                                               |                                                                                   | Distributions from unconsolidated entities                               |                                                                     
|                                               |                                                                                   | Investments in and advances to the Management Company and affiliate      |                                                                     
|                                               |                                                                                   | Other investing activities                                               |                                                                     
|                                               |                                                                                   |                                                                          |                                                                     
|                                               |                                                                                   |                                                                          | Net cash provided by (used in) investing activities                 
|                                               |                                                                                   |                                                                          |                                                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                   |                                                                          |                                                                     
|                                               |                                                                                   | Proceeds from sales of common and preferred stock, net                   |                                                                     
|                                               |                                                                                   | Minority interest distributions, net                                     |                                                                     
|                                               |                                                                                   | Preferred dividends and distributions to shareholders                    |                                                                     
|                                               |                                                                                   | Distributions to the limited partners of the SPG Operating Partnership   |                                                                     
|                                               |                                                                                   | Mortgage and other note proceeds, net of transaction costs               |                                                                     
|                                               |                                                                                   | Mortgage and other note principal payments                               |                                                                     
|                                               |                                                                                   | Other refinancing transaction                                            |                                                                     
|                                               |                                                                                   |                                                                          |                                                                     
|                                               |                                                                                   |                                                                          | Net cash (used in) provided by financing activities                 
|                                               |                                                                                   |                                                                          |                                                                     
|DECREASE IN CASH AND CASH EQUIVALENTS          |                                                                                   |                                                                          |                                                                    
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                                   |                                                                          |                                                                    
|                                               |                                                                                   |                                                                          |                                                                     
|CASH AND CASH EQUIVALENTS, end of period       |                                                                                   | $                                                                        |                                                                    
|                                               |                                                                                   |                                                                          |                                                                     

The accompanying notes are an integral part of these statements.

51

---



Consolidated Balance SheetsSimon Property Group, L.P.(Dollars in thousands)

|                                        |                                                                                                                                                  | December 31,
2000             |                                        | December 31,
1999 |          
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------- | -------------------------------------- | ----------------- | ---------
|ASSETS:                                 |                                                                                                                                                  |                               |                                        |                   |          
|                                        | Investment properties, at cost                                                                                                                   |                               | $                                      | 12,883,471        |          
|                                        |                                                                                                                                                  | Lessaccumulated depreciation |                                        |                   | 1,471,178
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|                                        |                                                                                                                                                  |                               | 11,412,293                             |                   |          
|                                        | Cash and cash equivalents                                                                                                                        |                               |                                        | 209,755           |          
|                                        | Tenant receivables and accrued revenue, net                                                                                                      |                               |                                        | 294,775           |          
|                                        | Notes and advances receivable from Management Company and affiliates                                                                             |                               |                                        | 182,401           |          
|                                        | Note receivable from the SRC Operating Partnership (Interest at 8%, due 2009)                                                                    |                               |                                        | 29,425            |          
|                                        | Investment in unconsolidated entities, at equity                                                                                                 |                               |                                        | 1,308,838         |          
|                                        | Other investment                                                                                                                                 |                               |                                        |                  |          
|                                        | Goodwill, net                                                                                                                                    |                               |                                        | 38,384            |          
|                                        | Deferred costs and other assets, net                                                                                                             |                               |                                        | 240,578           |          
|                                        | Minority interest                                                                                                                                |                               |                                        | 42,377            |          
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|                                        |                                                                                                                                                  |                               | Total assets                           |                   | $        
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|LIABILITIES:                            |                                                                                                                                                  |                               |                                        |                   |          
|                                        | Mortgages and other indebtedness                                                                                                                 |                               | $                                      | 8,728,582         |          
|                                        | Accrued distributions                                                                                                                            |                               |                                        | 18,266            |          
|                                        | Accounts payable and accrued expenses                                                                                                            |                               |                                        | 437,860           |          
|                                        | Cash distributions and losses in partnerships and joint ventures, at equity                                                                      |                               |                                        | 44,634            |          
|                                        | Other liabilities                                                                                                                                |                               |                                        | 227,083           |          
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|                                        |                                                                                                                                                  |                               | Total liabilities                      |                   |          
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|COMMITMENTS AND CONTINGENCIES (Note 13) |                                                                                                                                                  |                               |                                        |                   |          
|PARTNERS' EQUITY:                       |                                                                                                                                                  |                               |                                        |                   |          
|                                        | Preferred units, 22,049,570 and 22,066,056 units outstanding, respectively. Liquidation values $1,058,950 and $1,062,589, respectively (Note 11) |                               |                                        | 1,028,435         |          
|                                        | General Partners, 170,274,816 and 171,494,311 units oustanding, respectively                                                                     |                               |                                        | 2,451,452         |          
|                                        | Limited Partners, 64,966,226 and 65,444,680 units outstanding, respectively                                                                      |                               |                                        | 935,321           |          
|                                        | Note receivable from SPG (Interest at 7.8%, due 2009)                                                                                            |                               |                                        | (92,825           | )        
|                                        | Unamortized restricted stock award                                                                                                               |                               |                                        | (19,982           | )        
|                                        |                                                                                                                                                  |                               | Total partners' equity                 |                   |          
|                                        |                                                                                                                                                  |                               |                                        |                   |          
|                                        |                                                                                                                                                  |                               | Total liabilities and partners' equity |                   | $        
|                                        |                                                                                                                                                  |                               |                                        |                   |          

The accompanying notes are an integral part of these statements.

52

---

Consolidated Statements of OperationsSimon Property Group, L.P.(Dollars in thousands, except per unit amounts)

|                                                                                            |                                                                              | For the Year Ended December 31,                |                         
|------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------------- | ------------------------
|
|REVENUE:                                                                                    |                                                                              |                                                |                         
|                                                                                            | Minimum rent                                                                 |                                                | $                       
|                                                                                            | Overage rent                                                                 |                                                |                         
|                                                                                            | Tenant reimbursements                                                        |                                                |                         
|                                                                                            | Other income                                                                 |                                                |                         
|                                                                                            |                                                                              |                                                |                         
|                                                                                            |                                                                              |                                                | Total revenue           
|                                                                                            |                                                                              |                                                |                         
|EXPENSES:                                                                                   |                                                                              |                                                |                         
|                                                                                            | Property operating                                                           |                                                |                         
|                                                                                            | Depreciation and amortization                                                |                                                |                         
|                                                                                            | Real estate taxes                                                            |                                                |                         
|                                                                                            | Repairs and maintenance                                                      |                                                |                         
|                                                                                            | Advertising and promotion                                                    |                                                |                         
|                                                                                            | Provision for credit losses                                                  |                                                |                         
|                                                                                            | Other                                                                        |                                                |                         
|                                                                                            |                                                                              |                                                |                         
|                                                                                            |                                                                              |                                                | Total operating expenses
|                                                                                            |                                                                              |                                                |                         
|OPERATING INCOME                                                                            |                                                                              |                                                | 907,954                 
|INTEREST EXPENSE                                                                            |                                                                              |                                                | 637,325                 
|                                                                                            |                                                                              |                                                |                         
|INCOME BEFORE MINORITY INTEREST                                                             |                                                                              |                                                | 270,629                 
|MINORITY INTEREST                                                                           |                                                                              |                                                | (10,725                 
|GAIN (LOSS) ON SALES OF ASSETS, NET OF ASSET WRITE DOWNS
OF $10,572, $0 AND $0 RESPECTIVELY |                                                                              |                                                | 9,132                   
|                                                                                            |                                                                              |                                                |                         
|INCOME BEFORE UNCONSOLIDATED ENTITIES                                                       |                                                                              |                                                | 269,036                 
|INCOME FROM UNCONSOLIDATED ENTITIES                                                         |                                                                              |                                                | 84,322                  
|                                                                                            |                                                                              |                                                |                         
|INCOME BEFORE UNUSUAL ITEM, EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE  |                                                                              |                                                | 353,358                 
|UNUSUAL ITEM (Note 13)                                                                      |                                                                              |                                                |                        
|EXTRAORDINARY ITEMS  DEBT RELATED TRANSACTIONS                                             |                                                                              |                                                | (649                    
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE (Note 15)                                            |                                                                              |                                                | (12,311                 
|                                                                                            |                                                                              |                                                |                         
|NET INCOME                                                                                  |                                                                              |                                                | 340,398                 
|PREFERRED UNIT REQUIREMENT                                                                  |                                                                              |                                                | (77,410                 
|                                                                                            |                                                                              |                                                |                         
|NET INCOME AVAILABLE TO UNITHOLDERS                                                         |                                                                              | $                                              | 262,988                 
|                                                                                            |                                                                              |                                                |                         
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:                                        |                                                                              |                                                |                         
|                                                                                            | General Partners:                                                            |                                                |                         
|                                                                                            |                                                                              | SPG (Managing General Partner)                 |                         
|                                                                                            |                                                                              | SPG Properties and SD Property Group (Note 10) |                         
|                                                                                            | Limited Partners                                                             |                                                |                         
|                                                                                            |                                                                              |                                                |                         
|                                                                                            | Net income                                                                   |                                                | $                       
|                                                                                            |                                                                              |                                                |                         
|BASIC AND DILUTED EARNINGS PER UNIT:                                                        |                                                                              |                                                |                         
|                                                                                            | Income before extraordinary items and cumulative effect of accounting change |                                                | $                       
|                                                                                            | Extraordinary items                                                          |                                                |                         
|                                                                                            | Cumulative effect of accounting change                                       |                                                |                         
|                                                                                            |                                                                              |                                                |                         
|                                                                                            | Net income                                                                   |                                                | $                       
|                                                                                            |                                                                              |                                                |                         

The accompanying notes are an integral part of these statements.

53

---

Consolidated Statements of Partners' EquitySimon Property Group, L.P.(Dollars in thousands)

|                                                                                                                    |                             |   |           | General Partners |   |          |           |   |           |         |   |           |       
|------------------------------------------------------------------------------------------------------------------- | --------------------------- | - | --------- | ---------------- | - | -------- | --------- | - | --------- | ------- | - | --------- | ------
|
|Balance at December 31, 1997                                                                                        |                             | $ | 339,061   |                  | $ |         |           | $ | 1,231,031 |         | $ | 694,437   |       
|General Partner Contributions (2,957,335 units)                                                                     |                             |   |           |                  |   |          |           |   | 91,399    |         |   |           |       
|CPI Merger (Note 4):                                                                                                |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Preferred Units (5,053,580) |   |           | 717,916          |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Units (47,790,550)          |   |           |                  |   |          | 1,605,638 |   |           |         |   |           |       
|Units issued in connection with acquisitions (519,889 and 2,344,199 units, respectively)                            |                             |   |           |                  |   |          |           |   | 17,176    |         |   | 76,263    |       
|Stock incentive program (495,131 units, net of forfeitures)                                                         |                             |   |           |                  |   |          |           |   | 15,983    |         |   |           |       
|Amortization of stock incentive                                                                                     |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Other (Accretion of Preferred Units, 81,111 general partner Units issued and 12,804 limited partner Units redeemed) |                             |   | 268       |                  |   | 340      |           |   | 2,160     |         |   | (289      | )     
|Adjustment to allocate net equity of the SPG Operating Partnership                                                  |                             |   |           |                  |   | (866,564 | )         |   | 557,642   |         |   | 308,922   |       
|Distributions                                                                                                       |                             |   | (41,471   | )                |   | (1,746   | )         |   | (240,857  | )       |   | (136,551  | )     
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Subtotal                                                                                                            |                             |   | 1,015,774 |                  |   | 737,668  |           |   | 1,674,534 |         |   | 942,782   |       
|                                                                                                                    | Comprehensive Income:       |   |           |                  |   |          |           |   |           |         |   |           |       
|Net income                                                                                                          |                             |   | 41,471    |                  |   | 14,243   |           |   | 116,509   |         |   | 68,179    |       
|Unrealized loss on long-term investments                                                                            |                             |   |           |                  |   | 37       |           |   | (2,331    | )       |   | (1,315    | )     
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Total Comprehensive Income  |   |           | 41,471           |   |          | 14,280    |   |           | 114,178 |   |           | 66,864
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Balance at December 31, 1998                                                                                        |                             |   | 1,057,245 |                  |   | 751,948  |           |   | 1,788,712 |         |   | 1,009,646 |       
|General Partner Contributions (82,988 units)                                                                        |                             |   |           |                  |   | 2,131    |           |   |           |         |   |           |       
|Preferred Unit Conversion (5,926,440 units)                                                                         |                             |   | (199,320  | )                |   | 198,787  |           |   |           |         |   |           |       
|Units issued to pay dividend (153,890 units)                                                                        |                             |   |           |                  |   | 4,016    |           |   |           |         |   |           |       
|NED Acquisition (Note 3):                                                                                           |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Preferred Units (5,168,454) |   |           | 149,885          |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Units (1,269,446)           |   |           |                  |   |          |           |   |           |         |   |           | 36,180
|Mall of America acquisition (1,000,000 preferred units)                                                             |                             |   | 24,242    |                  |   |          |           |   |           |         |   |           |       
|Units issued to SPG for Note (3,617,070 Units)                                                                      |                             |   |           |                  |   | 92,825   |           |   |           |         |   |           |       
|Stock incentive program (537,861 units, net of forfeitures)                                                         |                             |   |           |                  |   | 14,183   |           |   | (596      | )       |   |           |       
|Amortization of stock incentive                                                                                     |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Units purchased by subsidiary (310,955)                                                                             |                             |   |           |                  |   | (7,953   | )         |   |           |         |   |           |       
|Other (Accretion of Preferred Units, and 6,923 limited partner Units redeemed)                                      |                             |   | 268       |                  |   |          |           |   |           |         |   | (607      | )     
|Adjustment to allocate net equity of the SPG Operating Partnership                                                  |                             |   |           |                  |   | (111,227 | )         |   | 81,473    |         |   | 29,754    |       
|Distributions                                                                                                       |                             |   | (69,323   | )                |   | (78,016  | )         |   | (258,975  | )       |   | (129,941  | )     
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Subtotal                                                                                                            |                             |   | 962,997   |                  |   | 866,694  |           |   | 1,610,614 |         |   | 945,032   |       
|                                                                                                                    | Comprehensive Income:       |   |           |                  |   |          |           |   |           |         |   |           |       
|Net income                                                                                                          |                             |   | 69,323    |                  |   | 22,524   |           |   | 137,764   |         |   | 61,527    |       
|Unrealized gain on long-term investments                                                                            |                             |   |           |                  |   | (2,004   | )         |   | (3,974    | )       |   | (2,296    | )     
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|                                                                                                                    | Total Comprehensive Income  |   |           | 69,323           |   |          | 20,520    |   |           | 133,790 |   |           | 59,231
|                                                                                                                    |                             |   |           |                  |   |          |           |   |           |         |   |           |       
|Balance at December 31, 1999                                                                                        |                             |   | 1,032,320 |                  |   | 887,214  |           |   | 1,744,404 |         |   | 1,004,263 |       

54

---

Consolidated Statements of Partners' EquitySimon Property Group, L.P.(Dollars in thousands)

|                                                                                 |                            |   |           | General Partners |   |          |        |   |           |         |   |          |       
|-------------------------------------------------------------------------------- | -------------------------- | - | --------- | ---------------- | - | -------- | ------ | - | --------- | ------- | - | -------- | ------
|
|Managing General Partner Contributions (27,910 Units)                            |                            |   |           |                  |   | 1,134    |        |   |           |         |   |          |       
|Conversion of 2,212 Series A Preferred Units into 84,046 Units                   |                            |   | (2,827    | )                |   | 2,819    |        |   |           |         |   |          |       
|Preferred Unit Issued as Dividend (1,242 Units)                                  |                            |   |           |                  |   | 31       |        |   |           |         |   |          |       
|Conversion of 14,274 Series B Preferred Units into 36,913 Units                  |                            |   | (1,327    | )                |   | 1,324    |        |   |           |         |   |          |       
|Stock incentive program (417,994 Units, net)                                     |                            |   |           |                  |   | 9,849    |        |   | (276      | )       |   |          |       
|Amortization of stock incentive                                                  |                            |   |           |                  |   |          |        |   |           |         |   |          |       
|Units purchased by subsidiary (191,500)                                          |                            |   |           |                  |   | (4,522   | )      |   |           |         |   |          |       
|Treasury units purchased (1,596,100)                                             |                            |   |           |                  |   | (39,854  | )      |   |           |         |   |          |       
|Other (Accretion of Preferred Units, and 478,454 limited partner Units redeemed) |                            |   | 269       |                  |   |          |        |   |           |         |   | (11,183  | )     
|Adjustment to allocate net equity of the SPG Operating Partnership               |                            |   |           |                  |   | 8,974    |        |   | (8,272    | )       |   | (702     | )     
|Distributions                                                                    |                            |   | (77,410   | )                |   | (117,964 | )      |   | (229,633  | )       |   | (131,919 | )     
|                                                                                 |                            |   |           |                  |   |          |        |   |           |         |   |          |       
|Subtotal                                                                         |                            |   | 951,025   |                  |   | 749,005  |        |   | 1,506,223 |         |   | 860,459  |       
|                                                                                 | Comprehensive Income:      |   |           |                  |   |          |        |   |           |         |   |          |       
|Net income                                                                       |                            |   | 77,410    |                  |   | 63,987   |        |   | 126,385   |         |   | 72,616   |       
|Unrealized loss on long-term investments                                         |                            |   |           |                  |   | 1,967    |        |   | 3,885     |         |   | 2,246    |       
|                                                                                 |                            |   |           |                  |   |          |        |   |           |         |   |          |       
|                                                                                 | Total Comprehensive Income |   |           | 77,410           |   |          | 65,954 |   |           | 130,270 |   |          | 74,862
|                                                                                 |                            |   |           |                  |   |          |        |   |           |         |   |          |       
|Balance at December 31, 2000                                                     |                            | $ | 1,028,435 |                  | $ | 814,959  |        | $ | 1,636,493 |         | $ | 935,321  |       
|                                                                                 |                            |   |           |                  |   |          |        |   |           |         |   |          |       

The accompanying notes are an integral part of these statements.

55

---

Consolidated Statements of Cash FlowsSimon Property Group, L.P.(Dollars in thousands)

|                                               |            | For the Year Ended December 31,                                                   |                                                                                             
|---------------------------------------------- | ---------- | --------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |            |                                                                                   |                                                                                             
|                                               | Net income |                                                                                   | $                                                                                           
|                                               |            | Adjustments to reconcile net income to net cash provided by operating activities |                                                                                             
|                                               |            |                                                                                   | Depreciation and amortization                                                               
|                                               |            |                                                                                   | Extraordinary items                                                                         
|                                               |            |                                                                                   | Unusual Item                                                                                
|                                               |            |                                                                                   | (Gain) loss on sales of assets, net of asset write downs of $10,572, $0 and $0, respectively
|                                               |            |                                                                                   | Cumulative effect of accounting change                                                      
|                                               |            |                                                                                   | Straight-line rent                                                                          
|                                               |            |                                                                                   | Minority interest                                                                           
|                                               |            |                                                                                   | Equity in income of unconsolidated entities                                                 
|                                               |            | Changes in assets and liabilities                                                |                                                                                             
|                                               |            |                                                                                   | Tenant receivables and accrued revenue                                                      
|                                               |            |                                                                                   | Deferred costs and other assets                                                             
|                                               |            |                                                                                   | Accounts payable, accrued expenses and other liabilities                                    
|                                               |            |                                                                                   |                                                                                             
|                                               |            |                                                                                   |                                                                                             
|                                               |            |                                                                                   |                                                                                             
|CASH FLOWS FROM INVESTING ACTIVITIES:          |            |                                                                                   |                                                                                             
|                                               |            | Acquisitions                                                                      |                                                                                             
|                                               |            | Capital expenditures                                                              |                                                                                             
|                                               |            | Cash from mergers, acquisitions and consolidation of joint ventures, net          |                                                                                             
|                                               |            | Change in restricted cash                                                         |                                                                                             
|                                               |            | Net proceeds from sale of assets                                                  |                                                                                             
|                                               |            | Investments in unconsolidated entities                                            |                                                                                             
|                                               |            | Distributions from unconsolidated entities                                        |                                                                                             
|                                               |            | Investment in and advances to the Management Company and affiliates               |                                                                                             
|                                               |            | Mortgage loan payoff from the SRC Operating Partnership                           |                                                                                             
|                                               |            | Loan to the SRC Operating Partnership                                             |                                                                                             
|                                               |            | Net proceeds from sale of investment                                              |                                                                                             
|                                               |            |                                                                                   |                                                                                             
|                                               |            |                                                                                   | Net cash used in investing activities                                                       
|                                               |            |                                                                                   |                                                                                             
|CASH FLOWS FROM FINANCING ACTIVITIES:          |            |                                                                                   |                                                                                             
|                                               |            | Partnership contributions                                                         |                                                                                             
|                                               |            | Purchase of treasury units and limited partner units                              |                                                                                             
|                                               |            | Partnership distributions                                                         |                                                                                             
|                                               |            | Minority interest distributions, net                                              |                                                                                             
|                                               |            | Loan payoff to the SRC Operating Partnership                                      |                                                                                             
|                                               |            | Mortgage and other note proceeds, net of transaction costs                        |                                                                                             
|                                               |            | Mortgage and other note principal payments                                        |                                                                                             
|                                               |            |                                                                                   |                                                                                             
|                                               |            |                                                                                   | Net cash (used in) provided by financing activities                                         
|                                               |            |                                                                                   |                                                                                             
|INCREASE IN CASH AND CASH EQUIVALENTS          |            |                                                                                   | 56,012                                                                                      
|CASH AND CASH EQUIVALENTS, beginning of period |            |                                                                                   | 153,743                                                                                     
|                                               |            |                                                                                   |                                                                                             
|CASH AND CASH EQUIVALENTS, end of period       |            | $                                                                                 | 209,755                                                                                     
|                                               |            |                                                                                   |                                                                                             

The accompanying notes are an integral part of these statements.

56

---



SPG PROPERTIES, INC.    NOTES TO FINANCIAL STATEMENTS    (Dollars in thousands, except per share amounts)

1.  Organization

SPG Properties, Inc. ("SPG Properties"), formerly Simon DeBartolo Group, Inc. ("SDG"), is a substantially wholly-owned subsidiary of Simon
Property Group, Inc. ("SPG"). SPG Properties and SPG are both self-administered and self-managed real estate investment trusts ("REITs") under the Internal Revenue Code
of 1986, as amended. SPG Properties is a general partner of, and holds a noncontrolling partnership interest in, Simon Property Group, L.P. (the "SPG Operating Partnership"), formerly Simon DeBartolo
Group, L.P. ("SDG, LP"), as of December 31, 2000. On January 27, 2000, SD Property Group, Inc., a substantially wholly-owned subsidiary of SPG Properties, merged with and into SPG
Properties. The SPG Operating Partnership is engaged in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and
community shopping centers. SPG is the managing general partner of the SPG Operating Partnership. Each share of common stock of SPG is paired with a beneficial interest in 1/100th of a
share of common stock of SPG Realty Consultants, Inc. ("SRC" and together with SPG, the "Companies"). At December 31, 2000 and 1999, SPG Properties' direct and indirect ownership
interest in the SPG Operating Partnership was 48.3% and 48.0%, respectively.

As
of December 31, 2000, the SPG Operating Partnership owned or held an interest in 251 income-producing properties in the United States, which consisted of 164 regional malls,
73 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"), and five
additional retail real estate properties operating in Europe. The SPG Operating Partnership also owned an interest in two properties currently under construction and 11 parcels of land held for
future development, which together with the Properties are hereafter referred to as the "Portfolio" or the "Portfolio Properties."The SPG Operating Partnership also holds substantially all of the
economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 8 to the financial statements of the SPG Operating Partnership for a description of the
activities of the Management Company.

2.  Basis of Presentation

The accompanying consolidated financial statements of SPG Properties include accounts of all entities owned or controlled by SPG Properties. All significant
intercompany amounts have been eliminated. In connection with the CPI Merger (see Note 4 to the financial statements of the SPG Operating Partnership), SPG became the managing general partner
of the SPG Operating Partnership. Since SPG Properties no longer controls the SPG Operating Partnership, the accompanying balance sheets as of December 31, 2000 and 1999 reflect SPG Properties'
interest in the SPG Operating Partnership utilizing the equity method of accounting. Prior to the CPI Merger, SPG Properties and subsidiary accounted for their interests in the SPG Operating
Partnership using the consolidated method of accounting. Because of the proximity of the change in control (as of the close of business on September 24, 1998) to the period ended
September 30, 1998, for purposes of the statements of operations and cash flows, the equity method commenced effective October 1, 1998. The managing general partners' interest during the
period from September 25, 1998 through September 30, 1998 has been reflected as a reduction to SPG Properties' operating results in the accompanying consolidated statement of operations.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which requires management to make estimates and
assumptions that affect the reported amounts of SPG Properties' assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

57

---

statements and revenues and expenses during the reported periods. Actual results could differ from these estimates.

Net
operating results of the SPG Operating Partnership are allocated to its partners based first on their preferred unit preference and then on their remaining weighted average
ownership interest in the SPG Operating Partnership during the period. SPG Properties' remaining weighted average ownership interest in the SPG Operating Partnership for the years ended
December 31, 2000, 1999 and 1998 was 48.1%, 48.9% and 59.4%, respectively.

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

3.  Equity Investment in the SPG Operating Partnership

The following table summarizes financial information of the SPG Operating Partnership for the year ended December 31, 1998, and distinguishes between
the periods in which SPG Properties' interest in the SPG Operating Partnership was accounted for using the consolidated method of accounting and the equity method of accounting:

|                                                                    |                                                                                            | Consolidated Method (January 1 to September 30, 1998) |         | Equity Method (October 1 to December 31, 1998) |   | Total   |       
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ----------------------------------------------------- | ------- | ---------------------------------------------- | - | ------- | ------
|Total Revenue                                                       |                                                                                            | $                                                     | 932,619 |                                                | $ | 467,570 |       
|Operating Expenses                                                  |                                                                                            |                                                       | 506,400 |                                                |   | 253,780 |       
|Net Income of the SPG Operating Partnership                         |                                                                                            | $                                                     | 148,275 |                                                | $ | 92,127  |       
|                                                                    | Managing General and Limited Partners' Share of the SPG Operating Partnership's Net Income |                                                       |         | 46,743                                         |   |         | 47,814
|                                                                    |                                                                                            |                                                       |         |                                                |   |         |       
|SPG Properties' Share of the SPG Operating Partnership's Net Income |                                                                                            | $                                                     | 101,532 |                                                | $ | 44,313  |       
|                                                                    |                                                                                            |                                                       |         |                                                |   |         |       
|SPG Properties' Weighted Average Ownership Interest                 |                                                                                            |                                                       | 63.2    | %                                              |   | 50.4    | %     
|                                                                    |                                                                                            |                                                       |         |                                                |   |         |       

4.  Capital Stock

Under its Charter, as supplemented, SPG Properties is authorized to issue 650,000,000 shares, par value $0.0001 per share, of capital stock. The authorized
shares of capital stock consist of 9,200,000 shares of Series B preferred stock, 3,000,000 shares of Series C preferred stock, 375,796,000 shares of common stock, 12,000,000 shares of
Class B common stock, 4,000 shares of Class C common stock, and 250,000,000 shares of excess stock.

In
connection with the CPI Merger, all of the holders of all classes SPG Properties' common stock exchanged their shares in SPG Properties to SPG for a like number of shares in SPG.
The result is that SPG owns substantially all of the common stock of SPG Properties.



SPG Properties has outstanding 8,000,000 shares of 8.75% Series B Cumulative Redeemable Preferred Stock, which it may redeem any time on or after
September 29, 2006, at a liquidation value of $25.00 per share, plus accrued and unpaid dividends. The liquidation value (other than the portion thereof consisting of accrued and unpaid
dividends) is payable solely out of the sale proceeds of other capital shares of SPG Properties, which may include other series of preferred shares. The SPG

58

---

Operating Partnership pays a preferred distribution to SPG Properties equal to the dividends paid on the preferred stock. The balance of the Series B Preferred Shares was $192,989 as of
December 31, 2000 and 1999.

SPG
Properties also has outstanding 3,000,000 shares of its 7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C
Preferred Shares") with a liquidation value of $50.00 per share. Beginning October 1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the Series C Preferred
Shares prior to October 1, 2012. Beginning September 30, 2007, SPG Properties may redeem the Series C Preferred Shares in whole or in part, using only the sale proceeds of other
capital stock of SPG Properties, at a liquidation value of $50.00 per share, plus accrued and unpaid distributions, if any, thereon. Additionally, the Series C Preferred Shares have no stated
maturity and are not subject to any mandatory redemption provisions, nor are they convertible into any other securities of SPG Properties. The SPG Operating Partnership pays a preferred distribution
to SPG Properties equal to the dividends paid on the preferred stock. The balance of the Series C Preferred Shares was $146,877and $146,608 as of December 31, 2000 and 1999,
respectively.

5.  Quarterly Financial Data (Unaudited)

Summarized quarterly 2000 and 1999 data is as follows:

|     |                                                   | First
Quarter |   | Second
Quarter |  | Third
Quarter |        | Fourth
Quarter |   | Annual
Amount
|---- | ------------------------------------------------- | ------------- | - | -------------- |  | ------------- | ------ | -------------- | - | -------------
|2000 |                                                   |               |   |                |  |               |        |                |   |              
|     | Total revenue                                     |               | $ |               |  | $             |       |                | $ |             
|     | Operating income                                  |               |   |               |  |               |       |                |   |             
|     | Equity in income of the SPG Operating Partnership |               |   | 26,418         |  |               | 35,308 |                |   | 35,699       
|     | Income before extraordinary items                 |               |   | 26,418         |  |               | 35,308 |                |   | 35,699       
|     | Net income available to common shareholders       |               | $ | 19,084         |  | $             | 27,974 |                | $ | 28,366       
|     |                                                   |               |   |                |  |               |        |                |   |              

|     |                                                   | First
Quarter |   | Second
Quarter |  | Third
Quarter |        | Fourth
Quarter |   | Annual
Amount
|---- | ------------------------------------------------- | ------------- | - | -------------- |  | ------------- | ------ | -------------- | - | -------------
|1999 |                                                   |               |   |                |  |               |        |                |   |              
|     | Total revenue                                     |               | $ |               |  | $             |       |                | $ |             
|     | Operating income                                  |               |   |               |  |               |       |                |   |             
|     | Equity in income of the SPG Operating Partnership |               |   | 30,862         |  |               | 32,594 |                |   | 34,256       
|     | Income before extraordinary items                 |               |   | 30,862         |  |               | 32,594 |                |   | 34,256       
|     | Net income available to common shareholders       |               | $ | 23,528         |  | $             | 25,260 |                | $ | 26,923       
|     |                                                   |               |   |                |  |               |        |                |   |              

Because
substantially all of the common stock of SPG Properties is owned by SPG, SPG Properties does not report earnings per share.

The
footnotes summarizing the significant accounting policies of and other matters pertinent to the SPG Operating Partnership follow and should be read in conjunction with the
financial statements and footnotes of SPG Properties and subsidiary.

59

---



SIMON PROPERTY GROUP, L.P.    NOTES TO FINANCIAL STATEMENTS    (Dollars in thousands, except per Unit amounts and where indicated as in billions)

1. Organization

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

The
SPG Operating Partnership is engaged primarily in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily
regional malls and community shopping centers. As of December 31, 2000, the SPG Operating Partnership owned or held an interest in 251 income-producing properties in the United States, which
consisted of 164 regional malls, 73 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") and five additional retail real estate properties operating in Europe. SPG and the SPG Operating Partnership also owned an interest in two properties currently under
construction and 11 parcels of land held for future development, which together with the Properties are hereafter referred to as the "Portfolio Properties". The SPG Operating Partnership also holds
substantially all of the economic interest in M.S. Management Associates, Inc. (the "Management Company"). See Note 8 for a description of the activities of the Management Company.

The
Companies have recently formed Simon Brand Ventures, LLC ("SBV"), a business to consumer initiative, and Simon Brand Network ("SBN"), a business-to-business initiative, to
continue to expand upon certain mall marketing initiatives to take advantage of the SPG Operating Partnership's size and tenant relationships, through strategic corporate alliances. Beginning in 2000,
certain SBV income, previously included in Management Company's results of operations, was included in SRC's results of operations. SBV is focused on leveraging the SPG Operating Partnership's
100 million unique shoppers and their 2 billion annual shopping visits to contribute to the SPG Operating Partnership's second-curve revenue strategy. The SBV concept and initiatives
were started in 1997 to create a new medium for connecting consumers with retailers and sponsors by developing a combination of shopping, entertainment and community. SBN is focused on leveraging the
SPG Operating Partnership's assets to create new businesses which will drive greater value to its Portfolio Properties, retailers and other developers and generate new sources of revenue for the SPG
Operating Partnership. SBN's strategy is to provide a competitively valued, broad based offering of products and services via a unique and dominant business-to-business marketplace and service network
focused on the real estate industry and their tenants. Effective January 1, 2001, ownership of SBV transferred from SRC to the SPG Operating Partnership.

The
SPG Operating Partnership is subject to risks incidental to the ownership and operation of commercial real estate. These include, among others, the risks normally associated with
changes in the general economic climate, trends in the retail industry, creditworthiness of tenants, competition for tenants and customers, changes in tax laws, interest rate levels, the availability
of financing, and potential liability under environmental and other laws. Like most retail properties, the SPG Operating

60

---

Partnership's regional malls and community shopping centers rely heavily upon anchor tenants. As of December 31, 2000, 333 of the approximately 975 anchor stores in the Properties were occupied
by three retailers. An affiliate of one of these retailers is a limited partner in the Operating Partnerships.

2. Basis of Presentation and Consolidation

The accompanying consolidated financial statements include accounts of all entities owned or controlled by the SPG Operating Partnership. All significant
intercompany amounts have been eliminated. The consolidated financial statements reflect the CPI Merger (see Note 4) as of the close of business on September 24, 1998.

Properties
which are wholly-owned or owned less than 100% and are controlled by the SPG Operating Partnership are accounted for using the consolidation method of accounting. Control
is demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the partnership without the consent of the limited
partner and the inability of the limited partner to
replace the general partner. The deficit minority interest balance in the accompanying balance sheets represents outside partners' interests in the net equity of certain Properties. Deficit minority
interests were recorded when a partnership agreement provided for the settlement of deficit capital accounts before distributing the proceeds from the sale of partnership assets and/or from the intent
(legal or otherwise) and ability of the partner to fund additional capital contributions. Investments in partnerships and joint ventures which represent noncontrolling ownership interests ("Joint
Venture Properties") and the investment in the Management Company (see Note 8) are accounted for using the equity method of accounting. These investments are recorded initially at cost and
subsequently adjusted for net equity in income (loss), which is allocated in accordance with the provisions of the applicable partnership or joint venture agreement, and cash contributions and
distributions. The allocation provisions in the partnership or joint venture agreements are not always consistent with the ownership interests held by each general or limited partner or joint
venturer, primarily due to partner preferences.

Net
operating results of the SPG Operating Partnership are allocated after preferred distributions (see Note 11), based on its partners' weighted average ownership interests
during the period. SPG's weighted average direct and indirect ownership interest in the SPG Operating Partnership during 2000, 1999 and 1998 were 72.4%, 72.3% and 66.2%, respectively. At
December 31, 2000 and 1999, SPG's direct and indirect ownership interest in the SPG Operating Partnership was 72.4%.

3. NED Acquisition

During 1999, the SPG Operating Partnership acquired ownership interests in 14 regional malls from New England Development Company (the "NED Acquisition"). The
SPG Operating Partnership acquired one of the Properties directly and formed a joint venture with three partners ("Mayflower"), of which the SPG Operating Partnership owns a noncontrolling 49.1%, to
acquire interests in the remaining Properties. The total cost of the NED Acquisition is approximately $1.8 billion, of which the SPG Operating Partnership's share is approximately
$894 million. The SPG Operating Partnership assumed management responsibilities for the portfolio, which includes approximately 10.7 million square feet of GLA. The SPG Operating
Partnership's share of the cost of the NED Acquisition included the assumption of approximately $530,000 of mortgage indebtedness; $177,050 in cash; the issuance of 1,269,446 Paired Units valued at
approximately $36,400; the issuance of 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72,800; and 2,584,227 8% Redeemable Preferred Units in the SPG
Operating Partnership valued at approximately $78,000. The SPG Operating Partnership's share of the cash portion of the purchase price was financed primarily using the Credit Facility (see
Note 9).

61

---

In connection with the NED Acquisition, SPG borrowed $92.8 million from the SPG Operating Partnership at 7.8% interest with a maturity of December 2009. SPG used the
proceeds to purchase a
noncontrolling 88% interest in one of the NED Properties. SPG contributed its interest in such Property to the SPG Operating Partnership in exchange for 3,617,070 Paired Units. The SPG Operating
Partnership then contributed its interest in such Property to Mayflower in exchange for an ownership interest in Mayflower. The note receivable from SPG is recorded as a reduction of partners' equity.

4. CPI Merger

As of the close of business on September 24, 1998, the CPI Merger was consummated pursuant to the Agreement and Plan of Merger dated February 18,
1998, among Simon DeBartolo Group, Inc., Corporate Property Investors, Inc. ("CPI"), and Corporate Realty Consultants, Inc. ("CRC"). The CPI Merger included the addition of 23
regional malls, one community center, two office buildings and one regional mall and one community center under construction.

The
aggregate value associated with the completion of the CPI Merger was approximately $5.9 billion, including transaction costs and liabilities assumed, in accordance with the
purchase method of accounting and has been allocated to the estimated fair value of the CPI assets acquired and liabilities assumed and resulted in goodwill of $41,021, as adjusted. Goodwill is
amortized over the estimated life of the properties of 35 years.

In
connection with the CPI Merger, CPI was renamed "Simon Property Group, Inc." CPI's paired-share affiliate, Corporate Realty Consultants, Inc., was renamed "SPG Realty
Consultants, Inc." In addition, Simon DeBartolo Group ("SDG") and Simon DeBartolo Group, L.P. ("SDG, LP") were renamed "SPG Properties, Inc.", and "Simon Property Group, L.P.",
respectively.

Upon
completion of the CPI Merger, SPG transferred substantially all of the CPI assets acquired (other than one regional mall, Ocean County Mall, and certain net leased properties
valued at approximately $153,100) to the SPG Operating Partnership or one or more subsidiaries of the SPG Operating Partnership in exchange for 47,790,550 Units and 5,053,580 preferred Units in the
SPG Operating Partnership.

SDG,
LP contributed cash to CRC and the SRC Operating Partnership on behalf of the SDG common stockholders and the limited partners of SDG, LP to obtain the beneficial interests in
common stock of CRC, which were paired with the shares of common stock issued by SPG, and to obtain Units in the SRC Operating Partnership so that the limited partners of the SPG Operating Partnership
would hold the same proportionate interest in the SRC Operating Partnership that they hold in the SPG Operating Partnership. The cash contributed to CRC and the SRC Operating Partnership in exchange
for an
ownership interest therein have been appropriately accounted for as capital infusion or equity transactions. The assets and liabilities of CRC are reflected at historical cost.



The following unaudited pro forma summary financial information excludes any extraordinary items and reflects the consolidated results of operations of the SPG
Operating Partnership as if the CPI Merger had occurred on January 1, 1998, and was carried forward through December 31, 1998. Preparation of the pro forma summary information was based
upon assumptions deemed appropriate by management. The pro forma summary information is not necessarily indicative of the results which

62

---

actually would have occurred if the CPI Merger had been consummated on January 1, 1998, nor does it purport to represent the results of operations for future periods.

Year Ended
December 31,
1998Revenue

$
1,695,204Net income(1)


273,088Net income available to Unitholders


191,312Basic net income per Unit(1)

$
0.85Diluted net income per Unit

$
0.85Basic weighted average number of Units


224,041,500Diluted weighted average number of Units


224,398,649


---

5. Other Real Estate Acquisitions and Disposals



During 1999, the SPG Operating Partnership acquired the remaining interests in four Properties, and a noncontrolling 27.5% ownership interest in the
2.8 million square-foot Mall of America for a combined price of approximately $317,850, including the assumption of $134,300 of mortgage indebtedness, 1,000,000 shares of 8%
Redeemable Preferred Stock in SPG issued at $24,242, and the remainder in cash, financed primarily through the Credit Facility and working capital. The SPG Operating Partnership is entitled to 50% of
the economic benefits of Mall of America, due to a preference.

On
February 27, 1998, the SPG Operating Partnership acquired a noncontrolling 50% joint venture interest in a portfolio of twelve regional malls and two community centers (the
"IBM Properties") comprising approximately 10.7 million square feet of GLA. The SPG Operating Partnership's $487,250 share of the purchase price included the assumption of indebtedness of
$242,500. The SPG Operating Partnership also assumed leasing and management responsibilities for six of the regional malls and one community center. The SPG Operating Partnership funded its share of
the cash portion of the purchase price using borrowings from an interim $300,000 unsecured revolving credit facility, which was subsequently retired using borrowings from the Credit Facility.

During
1998, the SPG Operating Partnership acquired 100% of one Property, a 90% interest in another Property and additional interests in a total of six Properties for approximately
$199,200, including the assumption of $62,100 of indebtedness and 2,864,088 Units valued at approximately $93,500, with the remainder in cash financed primarily through the Credit Facility and working
capital. These transactions resulted in the addition of approximately 1.1 million square feet of GLA to the portfolio.



During 2000, 1999 and 1998, the SPG Operating Partnership sold ownership interests in seven, two and five properties, respectively, at a combined gross sale
price of $142,575, $46,750 and $120,000, respectively. These sales generated net combined consolidated gains (losses) of $19,704, ($1,942) and ($7,283) in 2000, 1999 and 1998, respectively. The SPG
Operating Partnership is continuing to pursue the sale of its remaining non-retail holdings, along with a number of retail assets that are no longer

63

---

aligned with the SPG Operating Partnership's strategic criteria. If these assets are sold, management expects the sale prices will not differ materially from the carrying value of the related assets.

6. Summary of Significant Accounting Policies



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

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

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



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



Interest is capitalized on projects during periods of construction. Interest capitalized during 2000, 1999 and 1998 was $18,210, $19,641 and $10,567,
respectively.



The SPG Operating Partnership's interests in its regional malls, community centers and other assets represent one segment as they have similar economic and
environmental conditions, business processes, types of customers (i.e. tenants) and services provided, and because resource allocation and other operating decisions are based on an evaluation of the
entire portfolio.



Investments in securities classified as available for sale are reflected in other investments in the balance sheets at market value with the changes in market
value reflected as comprehensive income in partners' equity. These investments were sold in 2000.

64

---



Deferred costs consist primarily of financing fees incurred to obtain long-term financing, costs of interest rate protection agreements, and
internal and external leasing commissions and related costs. Deferred financing costs, including interest rate protection agreements, are amortized on a straight-line basis over the terms
of the respective loans or agreements. Deferred leasing costs are amortized on a straight-line basis over the terms of the related leases. Deferred costs of $138,396 and $137,133 are net
of accumulated amortization of $148,967 and $121,468 as of December 31, 2000 and 1999, respectively.

Interest
expense in the accompanying Statements of Operations includes amortization of deferred financing costs of $15,798, $17,535, and $11,835, for 2000, 1999 and 1998,
respectively, and has been reduced by amortization of debt premiums and discounts of $5,391, $5,707 and $1,465 for 2000, 1999 and 1998, respectively.



The SPG Operating Partnership, as a lessor, has retained substantially all of the risks and benefits of ownership of the investment Properties and accounts for
its leases as operating leases. Minimum rents are accrued on a straight-line basis over the terms of their respective leases. Certain tenants are also required to pay overage rents based
on sales over a stated base amount during the lease year. Beginning January 1, 2000, the Companies recognize overage rents only when each tenant's sales exceeds its sales threshold. Previously,
overage rents were recognized as revenues based on reported and estimated sales for each tenant through December 31, less the applicable base sales amount. Differences between estimated and
actual amounts are recognized in the subsequent year. See Note 15 for description and impact of the accounting change.

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



A provision for credit losses is recorded based on management's judgment of tenant creditworthiness. The activity in the allowance for credit losses during
2000, 1999 and 1998 was as follows:

|Year Ended        |  | Balance at
Beginning of
Year |        | Provision for
Credit Losses |   | Accounts
Written Off |  | Balance at
End of Year
|----------------- |  | ---------------------------- | ------ | --------------------------- | - | -------------------- |  | ----------------------
|December 31, 2000 |  | $                            | 14,488 |                             | $ | 9,603                |  | $                     
|                  |  |                              |        |                             |   |                      |  |                       
|December 31, 1999 |  | $                            | 14,476 |                             | $ | 8,367                |  | $                     
|                  |  |                              |        |                             |   |                      |  |                       
|December 31, 1998 |  | $                            | 13,804 |                             | $ | 6,599                |  | $                     
|                  |  |                              |        |                             |   |                      |  |                       



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



Basic earnings per Unit is based on the weighted average number of Units outstanding during the period and diluted earnings per Unit is based on the weighted
average number of Units outstanding combined with the incremental weighted average units that would have been outstanding if all dilutive

65

---

potential Units would have been converted into Units at the earliest date possible. The following table sets forth the computation for the SPG Operating Partnership's basic and diluted earnings per
Unit.

|                                                                                                                                                  |  | For the Year Ended December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|
|Income before extraordinary items, before cumulative effect of accounting change, after the unusual item and after the preferred unit requirement |  | $                              
|Extraordinary items                                                                                                                               |  |                                
|Cumulative effect of accounting change                                                                                                            |  |                                
|                                                                                                                                                  |  |                                
|Net Income available to Unitholders                                                                                                               |  | $                              
|                                                                                                                                                  |  |                                
|Weighted Average Shares OutstandingBasic                                                                                                         |  |                                
|Effect of stock options                                                                                                                           |  |                                
|                                                                                                                                                  |  |                                
|Weighted Average Shares OutstandingDiluted                                                                                                       |  |                                
|                                                                                                                                                  |  |                                

Basic
and diluted earnings per Unit is presented in the financial statements based upon the weighted average number of Units outstanding of the SPG Operating Partnership, giving
effect to the CPI Merger as of the close of business on September 24, 1998. Management believes this presentation provides the Unitholders with the most meaningful presentation of earnings for
a single interest in the SPG Operating Partnership.

Preferred
Units issued and outstanding during the comparative periods did not have a dilutive effect on earnings per Unit. Paired Units held by limited partners in the Operating
Partnerships may be exchanged for Paired Shares, on a one-for-one basis in certain circumstances. If exchanged, the Paired Units would not have a dilutive effect. The increase
in weighted average Units outstanding under the diluted method over the basic method in every period presented for the SPG Operating Partnership is due entirely to the effect of outstanding stock
options.

The
SPG Operating Partnership accrues distributions when they are declared. SPG declared distributions in 2000 and 1999 aggregating $2.02 per share of common stock, of which $0.94 and
$1.07 represented a return of capital measured using accounting principles generally accepted in the United States. On a federal income tax basis, 49% of SPG's 2000 distribution represented a capital
gain, 11% represented a return of capital, and 4% represented unrecaptured Section 1250 gain. In 1999, 10% of SPG's 1999 distribution represented a capital gain and 38% represented a return of
capital.



All highly liquid investments purchased with an original maturity of 90 days or less are considered cash and cash equivalents. Cash equivalents are
carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements and Dutch auction securities.



Accrued and unpaid distributions were $18,266 and $876 at December 31, 2000 and 1999, respectively. Please refer to Notes 3, 4, 5 and 11 for additional
discussion of noncash transactions.



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

66

---

7. Investment Properties

Investment properties consist of the following:

December 31,2000

1999Land

$
1,973,380

$
1,960,177Buildings and improvements


10,820,467


10,605,893Total land, buildings and improvements


12,793,847


12,566,070Furniture, fixtures and equipment


89,624


74,076Investment properties at cost


12,883,471


12,640,146Lessaccumulated depreciation


1,471,178


1,093,103Investment properties at cost, net

$
11,412,293

$
11,547,043


Investment
properties includes $122,277 and $201,032 of construction in progress at December 31, 2000 and 1999, respectively.

8. Investments in Unconsolidated Entities

Summary financial information of the Joint Venture Properties and a summary of the SPG Operating Partnership's investment in and share of income from such
Properties follows.

|                                                                 |                                        | December 31,
|---------------------------------------------------------------- | -------------------------------------- | ------------
|
|BALANCE SHEETS                                                   |                                        |             
|Assets:                                                          |                                        |             
|Investment properties at cost, net                               |                                        | $           
|Cash and cash equivalents                                        |                                        |             
|Tenant receivables                                               |                                        |             
|Other assets                                                     |                                        |             
|                                                                 |                                        |             
|                                                                 | Total assets                           |             
|                                                                 |                                        |             
|Liabilities and Partners' Equity:                                |                                        |             
|Mortgages and other notes payable                                |                                        | $           
|Accounts payable, accrued expenses and other liabilities         |                                        |             
|                                                                 |                                        |             
|                                                                 | Total liabilities                      |             
|Partners' equity                                                 |                                        |             
|                                                                 |                                        |             
|                                                                 | Total liabilities and partners' equity |             
|                                                                 |                                        |             
|The SPG Operating Partnership's Share of:                        |                                        |             
|Total assets                                                     |                                        | $           
|                                                                 |                                        |             
|Partners' equity                                                 |                                        | $           
|Add: Excess Investment                                           |                                        |             
|                                                                 |                                        |             
|The SPG Operating Partnership's net Investment in Joint Ventures |                                        | $           
|                                                                 |                                        |             

67

---

|                                                                                      |                               | For the Year Ended December 31, |        
|------------------------------------------------------------------------------------- | ----------------------------- | ------------------------------- | -------
|
|STATEMENTS OF OPERATIONS                                                              |                               |                                 |        
|Revenue:                                                                              |                               |                                 |        
|                                                                                      | Minimum rent                  |                                 | $      
|                                                                                      | Overage rent                  |                                 |        
|                                                                                      | Tenant reimbursements         |                                 |        
|                                                                                      | Other income                  |                                 |        
|                                                                                      |                               |                                 |        
|                                                                                      |                               | Total revenue                   |        
|Operating Expenses:                                                                   |                               |                                 |        
|                                                                                      | Operating expenses and other  |                                 |        
|                                                                                      | Depreciation and amortization |                                 |        
|                                                                                      |                               |                                 |        
|                                                                                      |                               | Total operating expenses        |        
|                                                                                      |                               |                                 |        
|Operating Income                                                                      |                               |                                 | 538,686
|Interest Expense                                                                      |                               |                                 | 357,569
|Loss on Sale of Assets                                                                |                               |                                 | (6,990 
|                                                                                      |                               |                                 |        
|Income Before Extraordinary Items and Cumulative Effect of Accounting Change ("IBEC") |                               |                                 | 174,127
|Cumulative Effect of Accounting Change                                                |                               |                                 | (3,948 
|Extraordinary ItemsDebt Extinguishments                                              |                               |                                 | (1,842 
|                                                                                      |                               |                                 |        
|Net Income                                                                            |                               | $                               | 168,337
|                                                                                      |                               |                                 |        
|Third-Party Investors' Share of IBEC                                                  |                               |                                 | 99,679 
|                                                                                      |                               |                                 |        
|The SPG Operating Partnership's Share of IBEC                                         |                               | $                               | 74,448 
|Amortization of Excess Investment                                                     |                               |                                 | 20,972 
|                                                                                      |                               |                                 |        
|Income from Unconsolidated Entities                                                   |                               | $                               | 53,476 
|                                                                                      |                               |                                 |        

As
of December 31, 2000 and 1999, the unamortized excess of the SPG Operating Partnership's investment over its share of the equity in the underlying net assets of the
partnerships and joint ventures acquired ("Excess Investment") was $558,675 and $592,457, respectively, which is amortized over the life of the related Properties. Amortization included in income from
unconsolidated entities for the years ended December 31, 2000, 1999 and 1998 was $20,972, $27,252 and $22,625, respectively. Included in the 1999 amortization is a $5,000 writedown on a joint
venture investment.



The SPG Operating Partnership holds 80% of the outstanding common stock, 5% of the outstanding voting common stock, and all of the 8% cumulative preferred
stock of the Management Company. The remaining 20% of the outstanding common stock of the Management Company (representing 95% of the voting common stock) is owned directly by certain Simon family
members. Because the SPG Operating Partnership exercises significant influence but not control over the financial and operating policies of the Management Company, it is reflected in the accompanying
statements using the equity method of accounting. The Management Company, including its consolidated subsidiaries, provides management, leasing, development, project management, accounting, legal,
marketing and management information systems services and property damage and general liability insurance coverage to certain Portfolio Properties. The SPG Operating Partnership incurred costs of
$79,357, $75,697 and $58,748 on consolidated Properties, related to services provided by the Management Company and its affiliates in 2000, 1999 and 1998, respectively. The Management Company also
provides certain of such services to Melvin Simon & Associates, Inc. ("MSA"), and certain other nonowned properties for a fee. Fees for services provided by the Management Company

68

---

to MSA were $4,246, $3,853 and $3,301 for the years ended December 31, 2000, 1999 and 1998, respectively.

The
SPG Operating Partnership manages substantially all wholly-owned and joint venture Properties except for 44 Properties of which 29 are managed by the Management Company, and,
accordingly, it reimburses a subsidiary of the Management Company for costs incurred relating to the management of such Properties. Substantially all employees of the SPG Operating Partnership (other
than direct field personnel) are employed by such Management Company subsidiary. The Management Company records costs net of amounts reimbursed by the SPG Operating Partnership. Common costs are
allocated using assumptions that management believes are reasonable. The SPG Operating Partnership's share of allocated common costs was $60,874, $54,759 and $35,341 for 2000, 1999 and 1998,
respectively. As of December 31, 2000 and 1999, amounts due from the Management Company for unpaid accrued interest and unpaid accrued preferred dividends were not material to the financial
statements or to those of the SPG Operating Partnership. Amounts due to the Management Company under cost-sharing arrangements and management contracts are included in notes and advances
receivable from Management Company and affiliates.

The
SPG Operating Partnership's net investment in the Management Company as of December 31, 2000 and 1999 was $32,936 and $6,833, respectively. Summarized consolidated
financial information of the Management Company and a summary of the SPG Operating Partnership's investment in and share of income from the Management Company follows.

|                                                                              |                      | December 31,
|----------------------------------------------------------------------------- | -------------------- | ------------
|
|BALANCE SHEET DATA:                                                           |                      |             
|Total assets                                                                  |                      | $           
|Notes payable to the SPG Operating Partnership at 11%, due 2008, and advances |                      |             
|Shareholders' equity                                                          |                      |             
|The SPG Operating Partnership's Share of:                                     |                      |             
|                                                                              | Total assets         |             
|                                                                              |                      |             
|                                                                              | Shareholders' equity |             
|                                                                              |                      |             

|                                                                                          |  | For the Year Ended December 31,
|----------------------------------------------------------------------------------------- |  | -------------------------------
|
|OPERATING DATA:                                                                           |  |                                
|Total revenue                                                                             |  | $                              
|Operating Income                                                                          |  |                                
|Net Income Available for Common Shareholders                                              |  | $                              
|                                                                                          |  |                                
|The SPG Operating Partnership's Share of Net Income after intercompany profit elimination |  | $                              
|                                                                                          |  |                                

European Investment

The SPG Operating Partnership and the Management Company have a 29% ownership interest in European Retail Enterprises, B.V. ("ERE") and Groupe BEG, S.A.
("BEG"), respectively, which are accounted for using the equity method of accounting. BEG and ERE are fully integrated European retail real estate developers, lessors and managers. The SPG Operating
Partnership's total cash investment in ERE and BEG at December 31, 2000 was approximately $45.8 million, with commitments for an additional $16.6 million, subject to certain
performance and other criteria, including the SPG Operating Partnership's approval of development projects. The agreements with

69

---

BEG and ERE are structured to allow the SPG Operating Partnership to acquire an additional 25% ownership interest over time. As of December 31, 2000, BEG and ERE had three properties open in
Poland and two in France.

The
translation adjustment resulting from the conversion of BEG and ERE's financial statements from Euros to U.S. dollars was not significant for the years ended December 31,
2000 and 1999.

9. Indebtedness

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

|                                                                                                                                                            |  | December 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|Fixed-Rate Debt                                                                                                                                             |  |             
|Mortgages and other notes, including ($3,045) and $28 net (discounts) premiums, respectively. Weighted average interest and maturity of 7.5% and 5.8 years. |  | $           
|Unsecured notes, including $4,752 and $275 net discounts, respectively. Weighted average interest and maturity of 7.2% and 6.1 years.                       |  |             
|63/4% Putable Asset Trust Securities, including $701 and $913 premiums, respectively, due November 2003.                                                    |  |             
|7% Mandatory Par Put Remarketed Securities, including $5,150 and $5,214 premiums, respectively, due June 2028 and subject to redemption June 2008.          |  |             
|Commercial mortgage pass-through certificates. Five classes bearing interest at weighted average rates and maturities of 7.3% and 4.0 years.                |  |             
|                                                                                                                                                            |  |             
|Total fixed-rate debt                                                                                                                                       |  |             
|Variable-Rate Debt                                                                                                                                          |  |             
|Mortgages and other notes, including $375 and $884 premiums, respectively. Weighted average interest and maturity of 7.9% and 2.8 years.                    |  | $           
|Credit Facility (see below)                                                                                                                                 |  |             
|Merger Facility (see below)                                                                                                                                 |  |             
|Simon ERE Facility (see below)                                                                                                                              |  |             
|Commercial mortgage pass-through certificates, interest at 6.2%, due December 2004.                                                                         |  |             
|Unsecured term loans, weighted average rates and maturities of 7.47% and 1.2 years.                                                                         |  |             
|                                                                                                                                                            |  |             
|Total variable-rate debt                                                                                                                                    |  |             
|                                                                                                                                                            |  |             
|Total mortgages and other notes payable, net                                                                                                                |  | $           
|                                                                                                                                                            |  |             

General.Certain of the Properties are cross-defaulted and cross-collateralized as part of a group of properties. Under
certain of the cross-default provisions, a default under any mortgage included in the cross-defaulted package may constitute a default under all such mortgages and may lead to acceleration of the
indebtedness due on each Property within the collateral package. Certain indebtedness is subject to financial performance covenants relating to leverage ratios, annual real property appraisal
requirements, debt service coverage ratios, minimum net worth ratios, debt-to-market capitalization, and minimum equity values. Debt premiums and discounts are amortized

70

---

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

Mortgages and Other Notes.Certain of the Properties are pledged as collateral to secure the related mortgage notes.
The fixed and variable mortgage notes are nonrecourse; however certain notes have partial guarantees by affiliates of approximately $618,667. The fixed-rate mortgages generally require
monthly payments of principal and/or interest. Variable-rate mortgages are typically based on LIBOR.

Unsecured Notes.Certain of the SPG Operating Partnership's unsecured notes totaling $825,000 with weighted average
interests and maturities of 8.0% and 7.1 years, respectively, are structurally senior in right of payment to holders of other SPG Operating Partnership unsecured notes to the extent of the
assets and related cash flows of certain Properties. Certain of the unsecured notes are guaranteed by the SPG Operating Partnership.

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

Credit Facility.The Credit Facility is a $1,250,000 unsecured revolving credit facility. During 1999, the SPG
Operating Partnership obtained a three-year extension on the Credit Facility to August of 2002, with an additional one-year extension available at the SPG Operating
Partnership's option. The Credit Facility bears interest at LIBOR plus 65 basis points, with an additional 15 basis point facility fee on the entire $1,250,000. The maximum and average amounts
outstanding during 2000 under the Credit Facility were $830,000 and $714,645, respectively. The Credit Facility is primarily used for funding acquisition, renovation and expansion and predevelopment
opportunities. At December 31, 2000, the Credit Facility had an effective interest rate of 7.30%, with $598,519 available after outstanding borrowings and letters of credit. The Credit Facility
contains financial covenants relating to a capitalization value, minimum EBITDA and unencumbered EBITDA ratios and minimum equity values.

The Merger Facility.In conjunction with the CPI Merger, the SPG Operating Partnership and SPG, as
co-borrowers, closed a $1,400,000 medium term unsecured bridge loan (the "Merger Facility"). The Merger Facility bears interest at a base rate of LIBOR plus 65 basis points and $450,000 of
the remaining balance will mature on March 24, 2001, with the remaining $475,000 due on September 24, 2001. The Merger Facility is subject to covenants and conditions substantially
identical to those of the Credit Facility. Financing costs of $9,707, which were incurred to obtain the Merger Facility, were amortized over 18 months.

Subsequent Event.On January 11, 2001, the SPG Operating Partnership issued $500,000 of unsecured debt to
institutional investors pursuant to Rule 144A in two tranches. The first tranche is $300,000 bearing an interest rate of 73/8% due January 20, 2006 and the second tranche
is $200,000 bearing an interest rate of 73/4% due January 20, 2011. The net proceeds of the offering were used to repay the remaining portion of the indebtedness under the Merger
Facility due March 24, 2001 and to repay a portion of the Merger Facility due September 24, 2001.

Simon ERE Facility.On July 31, 2000 Simon ERE Loan, LLC, a wholly owned subsidiary of the SPG Operating
Partnership, entered into a Euro-denominated unsecured Credit Agreement, to fund the SPG Operating Partnership's European investment, consisting of a 25 million Euros term loan and
a 35 million Euros revolving credit facility. The interest rate for each loan is Euribor plus 0.60% with a facility fee of 0.15%. The interest rate on 30 million Euros is swapped at
7.75%. The maturity date is

71

---

July 31, 2004 including a one year extension. These loans are guaranteed by the SPG Operating Partnership.



As of December 31, 2000, scheduled principal repayments on indebtedness were as follows:

2001

$
1,164,3542002


779,3812003


1,841,8142004


1,490,7592005


816,058Thereafter


2,637,787Total principal maturities


8,730,153Net unamortized debt discounts


(1,571
)Total mortgages and other notes payable

$
8,728,582


The
Joint Venture Properties have $5,135,488 and $4,484,598 of mortgages and other notes payable at December 31, 2000 and 1999, respectively. The SPG Operating Partnership's
share of this debt was $2,166,788 and $1,876,158 at December 31, 2000 and 1999, respectively. This debt, including premiums of $17,158 in 2000, becomes due in installments over various terms
extending through 2011, with interest rates ranging from 6.00% to 9.75% (weighted average rate of 7.61% at December 31, 2000). The debt, excluding the $17,158 of premiums, matures $290,162 in
2001; $310,214 in 2002; $688,679 in 2003; $448,445 in 2004; $915,286 in 2005 and $2,465,544 thereafter.

Cash
paid for interest, net of any amounts capitalized, during 2000, 1999 and 1998 was $646,184, $566,156 and $397,545, respectively.



The SPG Operating Partnership has entered into interest rate protection agreements, in the form of "cap" or "swap" arrangements, with respect to certain of its
variable-rate mortgages and other notes payable. Swap arrangements, which effectively fix the SPG Operating Partnership's interest rate on the respective borrowings, have been entered into
for $213,200 principal amount of consolidated debt. Cap arrangements, which effectively limit the amount by which variable interest rates may rise, have been entered into for $191,000 principal amount
of consolidated debt and cap LIBOR at rates ranging from 7.4% to 16.77% through the related debt's maturity. Costs of the caps ($403) are amortized over the life of the agreements. The unamortized
balance of the cap arrangements was $248 and $187 as of December 31, 2000 and 1999, respectively. The SPG Operating Partnership's hedging activity as a result of interest swaps and caps
resulted in net interest (expense) savings of $316, ($1,880) and $263 for the years ended December 31, 2000, 1999 and 1998, respectively. This did not materially impact the SPG Operating
Partnership's weighted average borrowing rate. Please refer to Note 15.



The carrying value of variable-rate mortgages and other loans represents their fair values. The fair value of fixed-rate mortgages and
other notes payable was approximately $6,453,165 and $5,649,467 at December 31, 2000 and 1999, respectively. The fair value of the interest rate protection agreements at December 31,
2000 and 1999, was ($296) and $6,600, respectively. At December 31, 2000 and 1999, the estimated discount rates were 7.17% and 8.06%, respectively. The fair values of fixed-rate
mortgages and other notes payable and interest rate protection agreements are estimated using cash flows discounted at current borrowing rates and at current market rates, respectively.

72

---

10. Rentals under Operating Leases

The SPG Operating Partnership receives rental income from the leasing of retail and mixed-use space under operating leases. Future minimum rentals
to be received under noncancelable operating leases
for each of the next five years and thereafter, excluding tenant reimbursements of operating expenses and percentage rent based on tenant sales volume, as of December 31, 2000, are as follows:

2001

$
1,001,4182002


945,1642003


868,3342004


773,7412005


681,742Thereafter


2,433,738$
6,704,137


Approximately
1.5% of future minimum rents to be received are attributable to leases with an affiliate of a limited partner in the SPG Operating Partnership.

11. Partners' Equity



As described in Note 3, as part of the consideration paid for the NED Acquisition, the SPG Operating Partnership issued 1,269,446 Paired Units valued at
approximately $36,400; 2,584,227 7% Convertible Preferred Units in the SPG Operating Partnership valued at approximately $72,800; and 2,584,227 8% Redeemable Preferred Units in the SPG Operating
Partnership valued at approximately $78,000. In addition, as part of the NED Acquisition, the SPG Operating Partnership issued 3,617,070 Paired Units to SPG in exchange for a note receivable, which is
recorded as a reduction of partners' equity.

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

73

---





The following table summarizes each of the series of preferred Units of the SPG Operating Partnership:

|                                                                                                                                    |  | As of December 31,
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|
|Series A 6.5% Convertible Preferred Units, 209,249 units authorized, 51,059 and 53,271 issued and outstanding, respectively         |  | $                 
|Series B 6.5% Convertible Preferred Units, 5,000,000 units authorized, 4,830,057 and 4,844,331 issued and outstanding, respectively |  |                   
|Series B 8.75% Cumulative Redeemable Preferred Units, 8,000,000 units authorized, issued and outstanding                            |  |                   
|Series C 7.89% Cumulative Step-Up Premium RateSM Convertible Preferred Units, 3,000,000 units authorized, issued and outstanding    |  |                   
|Series C 7.00% Cumulative Convertible Preferred Units, 2,700,000 units authorized and 2,584,227 issued and outstanding              |  |                   
|Series D 8.00% Cumulative Redeemable Preferred Units, 2,700,000 units authorized and 2,584,227 issued and outstanding               |  |                   
|Series E 8.00% Cumulative Redeemable Preferred Units, 1,000,000 units authorized, 1,000,000 issued and outstanding                  |  |                   
|                                                                                                                                    |  |                   
|                                                                                                                                    |  | $                 
|                                                                                                                                    |  |                   

On
January 27, 2000, SD Property Group, Inc., a substantially wholly-owned subsidiary of SPG Properties, merged with and into SPG Properties.

Series A Convertible Preferred Units.During 2000, 2,212 units of SPG's Series A Convertible Preferred
Units were converted into 84,046 Paired Units. In addition, another 1,242 Paired Units were issued to the holders of the converted units in lieu of the cash dividends allocable to those preferred
units. During 1999, 155,978 Series A Convertible Preferred Units were converted into 5,926,440 Paired Units. In addition, another 153,890 Paired Units were issued to the holders of the
converted units in lieu of the cash dividends allocable to those preferred units. Each of the Series A Convertible Preferred Units has a liquidation preference of $1,000 and is convertible into
37.995 Paired Units, subject to adjustment under certain circumstances. The Series A Convertible Preferred Units are not redeemable, except as needed to maintain or bring the direct or indirect
ownership of the capital stock of SPG into conformity with REIT requirements.

Series B Convertible Preferred Units.During 2000, 14,274 units of SPG's Series B Convertible Preferred
Units were converted into 36,913 Paired Units. Each of the Series B Convertible Preferred Units has a liquidation preference of $100 and is convertible into 2.586 Paired Units, subject to
adjustment under circumstances identical to those of the Series A Preferred Units. SPG may redeem the Series B Preferred Units on or after September 24, 2003 at a price beginning
at 105% of the liquidation preference plus accrued dividends and declining to 100% of the liquidation preference plus accrued dividends any time on or after September 24, 2008.

Series B Cumulative Redeemable Preferred Units.SPG Properties, Inc. ("SPG Properties"), a general
partner of the SPG Operating Partnership, has outstanding 8,000,000 shares of 8.75% Series B Cumulative Redeemable Preferred Stock, which it may redeem any time on or after September 29,
2006, at a liquidation value of $25.00 per share, plus accrued and unpaid dividends. The liquidation value (other than the portion thereof consisting of accrued and unpaid dividends) is payable solely
out of the sale proceeds of other capital shares of SPG Properties, which may include other series of

74

---

preferred shares. SPG Properties holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series B Preferred Stock.

Series C Cumulative Step-Up Premium RateSM Preferred Units.SPG
Properties, Inc. also has outstanding 3,000,000 shares of its 7.89% Series C Cumulative Step-Up Premium RateSM Preferred Stock (the "Series C Preferred
Shares") with a liquidation value of $50.00 per share. Beginning October 1, 2012, the rate increases to 9.89% per annum. Management intends to redeem the Series C Preferred Shares prior
to October 1, 2012. Beginning September 30, 2007, SPG Properties, Inc. may redeem the Series C Preferred Shares in whole or in part, using only the sale proceeds of other
capital stock of SPG Properties, Inc., at a liquidation value of $50.00 per share, plus accrued and unpaid distributions, if any, thereon. Additionally, the Series C Preferred Shares
have no stated maturity and are not subject to any mandatory redemption provisions, nor are they convertible into any other securities of SPG
Properties, Inc. SPG Properties holds preferred units in the SPG Operating Partnership with economic terms substantially identical to those of the Series B Preferred Stock.

Series C and D Preferred Units.In connection with the NED Acquisition, the SPG Operating Partnership issued two
new series of preferred Units during 1999 as a component of the consideration for the Properties acquired. The SPG Operating Partnership authorized 2,700,000, and issued 2,584,227, 7.00% Cumulative
Convertible Preferred Units (the "7.00% Preferred Units") having a liquidation value of $28.00 per Unit. The 7.00% Preferred Units accrue cumulative dividends at a rate of $1.96 annually, which is
payable quarterly in arrears. The 7.00% Preferred Units are convertible at the holders' option on or after August 27, 2004, into either a like number of shares of 7.00% Cumulative Convertible
Preferred Stock of SPG with terms substantially identical to the 7.00% Preferred Units or Paired Units at a ratio of 0.75676 to one provided that the closing stock price of SPG's Paired Shares exceeds
$37.00 for any three consecutive trading days prior to the conversion date. The SPG Operating Partnership may redeem the 7.00% Preferred Units at their liquidation value plus accrued and unpaid
distributions on or after August 27, 2009, payable in Paired Units. In the event of the death of a holder of the 7.00% Preferred Units, or the occurrence of certain tax triggering events
applicable to a holder, the SPG Operating Partnership may be required to redeem the 7.00% Preferred Units at liquidation value payable at the option of the SPG Operating Partnership in either cash
(the payment of which may be made in four equal annual installments) or Paired Shares.

The
SPG Operating Partnership also authorized 2,700,000, and issued 2,584,227, 8.00% Cumulative Redeemable Preferred Units (the "8.00% Preferred Units") having a liquidation value of
$30.00. The 8.00% Preferred Units accrue cumulative dividends at a rate of $2.40 annually, which is payable quarterly in arrears. The 8.00% Preferred Units are each paired with one 7.00% Preferred
Unit or with the Paired Units into which the 7.00% Preferred Units may be converted. The SPG Operating Partnership may redeem the 8.00% Preferred Units at their liquidation value plus accrued and
unpaid distributions on or after August 27, 2009, payable in either new preferred units of the SPG Operating Partnership having the same terms as the 8.00% Preferred Units, except that the
distribution coupon rate would be reset to a then determined market rate, or in Paired Units. The 8.00% Preferred Units are convertible at the holders' option on or after August 27, 2004, into
8.00% Cumulative Redeemable Preferred Stock of SPG with terms substantially identical to the 8.00% Preferred Units. In the event of the death of a holder of the 8.00% Preferred Units, or the
occurrence of certain tax triggering events applicable to a holder, the SPG Operating Partnership may be required to redeem the 8.00% Preferred Units owned by such holder at their liquidation value
payable at the option of the SPG Operating Partnership in either cash (the payment of which may be made in four equal annual installments) or Paired Shares.

Series E Cumulative Redeemable Preferred Units.As part of the consideration for the purchase of ownership in
Mall of America, SPG issued 1,000,000 shares of Series E Cumulative Redeemable Preferred Stock for $24,242. The Series E Cumulative Redeemable Preferred Stock is redeemable

75

---

beginning August 27, 2004 at the liquidation value of $25 per share. SPG contributed the interest in Mall of America to the SPG Operating Partnership in exchange for cash and the preferred
units with economic terms identical to the Series E Preferred Stock.



Notes receivable of $19,667 from former CPI shareholders, which result from securities issued under CPI's executive compensation program and were assumed in
the CPI Merger, are reflected as a deduction from capital in excess of par value in the statements of Partners' equity in the accompanying financial statements. Certain of such notes totaling $2,018
bear interest at rates ranging from 6.00% to 7.50% and become due during the period 2001 to 2002. The remainder of the notes do not bear interest and become due at the time the underlying Units are
sold.



The SPG Operating Partnership and SPG has a stock incentive plan (the "1998 Plan"), which provides for the grant of equity-based awards during a
ten-year period, in the form of options to purchase Paired Shares ("Options"), stock appreciation rights ("SARs"), restricted stock grants and performance unit awards (collectively,
"Awards"). Options may be granted which are qualified as "incentive stock options" within the meaning of Section 422 of the Code and Options which are not so qualified. The Companies have
reserved for issuance 6,300,000 Paired Shares under the 1998 Plan. Additionally, the partnership agreements require the Companies to sell Paired Shares to the Operating Partnerships, at fair value,
sufficient to satisfy the exercising of stock options, and for the Companies to purchase Paired Units for cash in an amount equal to the fair market value of such Paired Shares.

Administration.The 1998 Plan is administered by SPG's Compensation Committee (the "Committee"). The Committee, in its
sole discretion, determines which eligible individuals may participate and the type, extent and terms of the Awards to be granted to them. In addition, the Committee interprets the 1998 Plan and makes
all other determinations deemed advisable for the administration of the 1998 Plan. Options granted to employees ("Employee Options") become exercisable over the period determined by the Committee. The
exercise price of an Employee Option may not be less than the fair market value of the Paired Shares on the date of grant. Employee Options generally vest over a three-year period and
expire ten years from the date of grant.

Director Options.The 1998 Plan provides for automatic grants of Options to directors ("Director Options") of the
Companies who are not also employees of the SPG Operating Partnership or its affiliates ("Eligible Directors"). Under the 1998 Plan, each Eligible Director is automatically granted
Director Options to purchase 5,000 Paired Shares upon the director's initial election to the Board of Directors, and upon each reelection, an additional 3,000 Director Options multiplied by the number
of calendar years that have elapsed since such person's last election to the Board of Directors. The exercise price of the options is equal to the fair market value of the Paired Shares on the date of
grant. Director Options become vested and exercisable on the first anniversary of the date of grant or at such earlier time as a "change in control" of the Companies (as defined in the 1998 Plan).
Director Options terminate 30 days after the optionee ceases to be a member of the Board of Directors.

Restricted Stock.The 1998 Plan also provides for shares of restricted common stock of the Companies to be granted to
certain employees at no cost to those employees, subject to growth targets established by the Compensation Committee (the "Restricted Stock Program"). Restricted stock vests annually in four
installments of 25% each beginning on January 1 following the year in which the restricted stock is awarded. During 2000, 1999 and 1998, a total of 417,994; 537,861 and 495,131 Paired Shares,
respectively, net of forfeitures, were awarded under the Restricted Stock Program and predecessor programs with a weighted average grant price of $22.94, $25.50, and $32.69, respectively. Through
December 31, 2000 a total of 2,243,080 Paired Shares, net of forfeitures, were awarded.

76

---

Approximately $11,770, $10,601 and $9,463 relating to these awards were amortized in 2000, 1999 and 1998, respectively. The cost of restricted stock grants, which is based upon the stock's fair market
value at the time such stock is earned, awarded and issued, is charged to shareholders' equity and subsequently amortized against earnings of the SPG Operating Partnership over the vesting period.

The
SPG Operating Partnership accounts for stock-based compensation programs using the intrinsic value method, which measures compensation expense as the excess, if any, of the quoted
market price of the stock at the grant date over the amount the employee must pay to acquire the stock. During 2000, the SPG Operating Partnership awarded 750,750 additional options to directors and
employees. The 24,000 options granted to Directors vest over a twelve-month period, while the remaining 726,750 employee options granted during 2000 vest over three years. The impact on pro forma net
income and earnings per share as a result of applying the fair value method, as prescribed by SFAS No. 123,Accounting for Stock-Based
Compensation, which requires entities to measure compensation costs measured at the grant date based on the fair value of the award, was not material.

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

December 31,2000

1999

1998Weighted Average Fair Value per Option

$1.57

$3.27

$7.24Expected Volatility

20.00 - 20.01
%
19.78 - 19.89
%
30.83 - 41.79
%Risk-Free Interest Rate

6.08 - 6.47
%
5.25 - 5.78
%
4.64 - 5.68
%Dividend Yield

8.68 - 7.76
%
5.32 - 6.43
%
6.24 - 6.52
%Expected Life

10 years

10 years

10 years


The
weighted average remaining contract life for options outstanding as of December 31, 2000 was 6.18 years.

77

---

Information relating to Director Options and Employee Options from December 31, 1997 through December 31, 2000 is as follows:

|                                         |  | Director Options |   | Employee Options
|---------------------------------------- |  | ---------------- | - | ----------------
|
|Shares under option at December 31, 1997 |  | 86,080           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  |                 |   |                 
|CPI Options Assumed                      |  |                 |   |                 
|Exercised                                |  | (8,000           | ) |                 
|Forfeited                                |  | (3,000           | ) |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 1998 |  | 75,080           |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 62,000           |   |                 
|Exercised                                |  | (5,000           | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 1999 |  | 132,080          |   | $               
|                                         |  |                  |   |                 
|Granted                                  |  | 24,000           |   |                 
|Exercised                                |  | (1,360           | ) |                 
|Forfeited                                |  |                 |   |                 
|                                         |  |                  |   |                 
|Shares under option at December 31, 2000 |  | 154,720          |   | $               
|                                         |  |                  |   |                 
|Options exercisable at December 31, 2000 |  | 130,720          |   | $               
|                                         |  |                  |   |                 
|Exercise price range                     |  |                  |   | $               
|                                         |  |                  |   |                 

---



Limited partners in the Operating Partnerships have the right to exchange all or any portion of their Paired Units for Paired shares of common stock on a
one-for-one basis or cash, as selected by the Board
of Directors. The amount of cash to be paid if the exchange right is exercised and the cash option is selected will be based on the trading price of the Companies' common stock at that time. The
Companies have reserved 64,966,226 Paired Shares for possible issuance upon the exchange of Paired Units.

12. Employee Benefit Plans

The SPG Operating Partnership maintains a tax-qualified retirement 401(k) savings plan. Under the plan, eligible employees can participate in a
cash or deferred arrangement permitting them to defer up to a maximum of 16% of their compensation, subject to certain limitations. Participants' salary deferrals are matched at specified percentages
up to a total of 4%, and the plan provides annual contributions of 1.5% of eligible employees' compensation. The SPG Operating Partnership contributed $3,492, $3,189 and $2,581 to the plan in 2000,
1999 and 1998, respectively.

13. Commitments and Contingencies



Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about
November 9, 1999, Triple Five of Minnesota, Inc. ("Triple Five") commenced an action in the District

78

---

Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and the
SPG Operating Partnership. Two transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership
interest in Mall of America Company and Minntertainment Company to the SPG Operating Partnership and related entities (the "Teachers Sale"); and (ii) a financing transaction involving a loan in
the amount of $312,000 obtained from The Chase Manhattan Bank ("Chase") that is secured by a mortgage placed on Mall of America's assets (the "Chase Mortgage").

The
complaint, which contains twelve counts, seeks remedies of damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all
defendants in several counts,
the SPG Operating Partnership is specifically identified as a defendant in connection with the Teachers Sale.

The
SPG Operating Partnership has agreed to indemnify Chase and other nonparties to the litigation that are related to the offering of certificates secured by the Chase Mortgage
against, among other things, (i) any and all litigation expenses arising as a result of litigation or threatened litigation brought by Triple Five, or any of its owners or affiliates, against
any person regarding the Chase Mortgage, the Teachers Sale, any securitization of the Chase Mortgage or any transaction related to the foregoing and (ii) any and all damages, awards, penalties
or expenses payable to or on behalf of Triple Five (or payable to a third party as a result of such party's obligation to pay Triple Five) arising out of such litigation. These indemnity obligations
do not extend to liabilities covered by title insurance.

The
SPG Operating Partnership believes that the Triple Five litigation is without merit and intends to defend the action vigorously. The SPG Operating Partnership believes that
neither the Triple Five litigation nor any potential payments under the indemnity, if any, will have a material adverse effect on the SPG Operating Partnership. Given the early stage of the litigation
it is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any.

Carlo Angostinelli et al. v. DeBartolo Realty Corp. et al.On October 16, 1996, a complaint was filed in the
Court of Common Pleas of Mahoning County, Ohio, captionedCarlo Angostinelli et al. v. DeBartolo Realty Corp. et al. The named defendants are SD
Property Group, Inc., an indirect 99%-owned subsidiary of SPG, and DeBartolo Properties Management, Inc., a subsidiary of the Management Company, and the plaintiffs are 27 former
employees of the defendants. In the complaint, the plaintiffs alleged that they were recipients of deferred stock grants under the DeBartolo Realty Corporation ("DRC") Stock Incentive Plan (the "DRC
Plan") and that these grants immediately vested under the DRC Plan's "change in control" provision as a result of the DRC Merger. Plaintiffs asserted that the defendants' refusal to issue them
approximately 542,000 shares of DRC common stock, which is equivalent to approximately 370,000 Paired Shares computed at the 0.68 exchange ratio used in the DRC Merger, constituted a breach of
contract and a breach of the implied covenant of good faith and fair dealing under Ohio law. Plaintiffs sought damages equal to such number of shares of DRC common stock, or cash in lieu thereof,
equal to all deferred stock ever granted to them under the DRC Plan, dividends on such stock from the time of the grants, compensatory damages for breach of the implied covenant of good faith and fair
dealing, and punitive damages. The plaintiffs and the defendants each filed motions for summary judgment. On October 31, 1997, the Court of Common Pleas entered a judgment in favor of the
defendants granting their motion for summary judgment. The plaintiffs appealed this judgment to the Seventh District Court of Appeals in Ohio. On August 18, 1999, the District Court of Appeals
reversed the summary judgement order in favor of the defendants entered by the Common Pleas Court and granted plaintiffs' cross motion for summary judgement, remanding the matter to the Common Pleas
Court for the determination of plaintiffs' damages. The defendants petitioned the Ohio Supreme Court asking that they exercise their discretion to review and reverse the Appellate Court decision, but
the Ohio Supreme court did not grant the petition for review.

79

---

The case was remanded to the Court of Common Pleas of Mahoning County, Ohio, to conduct discovery relevant to each plaintiff's damages and the counterclaims asserted by the SPG Operating Partnership.
The Trial Court referred these matters to a Magistrate. Plaintiffs filed a Supplemental Motion for Summary Judgement on the question of damages. The Magistrate ruled on the counterclaims and found in
Defendants' favor on one of them. On December 27, 2000, the Trial Court rendered judgment for the plaintiffs in the combined total amount of $12,000, which includes a set-off of
approximately $2,000 with impact to two of the plaintiffs. Defendants have appealed this judgment and plaintiffs have cross-appealed. Those appeals are pending before the District Court of Appeals.
The SPG Operating Partnership recorded a $12,000 loss in the third quarter of 1999 related to this litigation as an unusual item.

Roel Vento et al v. Tom Taylor et al.An affiliate of the SPG Operating Partnership is a defendant in litigation
entitledRoel Vento et al v. Tom Taylor et al., in the District Court of Cameron County, Texas, in which a judgment in the amount of $7,800 was entered
against all defendants. This judgment includes approximately $6,500 of punitive damages and is based upon a jury's findings on four separate theories of liability including fraud, intentional
infliction of emotional distress, tortious interference with contract and civil conspiracy arising out of the sale of a business operating under a temporary license agreement at Valle Vista Mall in
Harlingen, Texas. The SPG Operating Partnership appealed the verdict and on May 6, 1999, the Thirteenth Judicial District (Corpus Christi) of the Texas Court of Appeals issued an opinion
reducing the trial court verdict to $3,364 plus interest. The SPG Operating Partnership filed a petition for a writ of certiorari to the Texas Supreme Court requesting that they review and reverse the
determination of the Appellate Court. The Texas Supreme Court granted certiorari and heard oral arguments on October 4, 2000. A decision is expected to be rendered during the second quarter of
2001. Management, based upon the advice of counsel, believes that the ultimate outcome of this action will not have a material adverse effect on the SPG Operating Partnership.

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



As of December 31, 2000, a total of 34 of the consolidated Properties are subject to ground leases. The termination dates of these ground leases range
from 2002 to 2090. These ground leases generally require payments by the SPG Operating Partnership of a fixed annual rent, or a fixed annual rent plus a participating percentage over a base rate.
Ground lease expense incurred by the SPG Operating
Partnership for the years ended December 31, 2000, 1999 and 1998, was $13,654, $13,365 and $13,618, respectively.

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

2001

$
7,8452002


7,9842003


7,9062004


7,4392005


7,133Thereafter


489,178$
527,485


80

---





On September 30, 1999, the SPG Operating Partnership entered into a five year contract with Enron Energy Services for Enron to supply or manage all of
the energy commodity requirements throughout the SPG Operating Partnership's portfolio. The contract includes electricity, natural gas and maintenance of energy conversion assets and electrical
systems including lighting. The SPG Operating Partnership has committed to pay Enron a fixed percentage of the Portfolio's historical energy costs for these services over the term of the agreement.



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

14. Related Party Transactions

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

15. New Accounting Pronouncement

On June 15, 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended in June of 2000 by
SFAS No. 138, "Accounting for Derivative Instruments and Hedging Activities." These statements, which are effective for the SPG Operating Partnership on January 1, 2001, establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts. These statements require that every derivative instrument be recorded in the balance sheet as either an asset or a liability measured at its
fair value. Changes in the fair value of derivatives are to be recorded each period in earnings or comprehensive income, depending on whether the derivative is designated and effective as part of a
hedged transaction, and on the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income must be reclassified as earnings in the period in which
earnings are affected by the underlying hedged item, and the ineffective portion of all hedges must be recognized in earnings in the current period. These new standards will result in additional
volatility in reported assets, liabilities, earnings and other comprehensive income.

SFAS
No. 133 requires that as of the date of initial adoption, the difference between the fair value of the derivative instruments to be recorded on the balance sheet and the
previous carrying amount of those derivatives be reported in net income or other comprehensive income, as appropriate, as the cumulative effect of a change in accounting principle in accordance with
APB 20 "Accounting Changes."

On
January 1, 2001, the SPG Operating Partnership recorded the effect of the transition to SFAS No. 133 which resulted in an immaterial impact to the results of
operations and the financial position of the SPG Operating Partnership.

SFAS
No. 133 further requires that the fair value and effectiveness of each hedging instrument must be measured quarterly. The result of each measurement could result in
fluctuations in reported assets, liabilities, other comprehensive income and earnings as these changes in fair value and effectiveness are recorded to the financial statements. The SPG Operating
Partnership anticipates, on

81

---

an ongoing basis, the fluctuations to the aforementioned areas will be immaterial to the financial statements taken as a whole.

On
December 3, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"), which addressed certain revenue recognition policies,
including the accounting for overage rent by a landlord. SAB 101 requires overage rent to be recognized as revenue only when each tenant's sales exceeds its sales threshold. The SPG Operating
Partnership previously recognized overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount. The SPG Operating Partnership
adopted SAB 101 effective January 1, 2000 and recorded a loss from the cumulative effect of an accounting change of $12.3 million in the first quarter of 2000, which includes the SPG
Operating Partnership's $1.8 million share from unconsolidated entities.

16. Quarterly Financial Data (Unaudited)

Consolidated summarized quarterly 2000 and 1999 data is as follows:

|                                                                                            |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|------------------------------------------------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|2000                                                                                        |  |               |             |                |   |               |  |               
|Total revenue                                                                               |  | $             | 473,465     |                | $ | 484,450       |  | $             
|Operating income                                                                            |  |               | 208,601     |                |   | 218,520       |  |               
|Income before unusual item, extraordinary items, and cumulative effect of accounting change |  |               | 71,909      |                |   | 77,782        |  |               
|Net income available to Unitholders                                                         |  |               | 39,786      |                |   | 58,414        |  |               
|Net income before extraordinary items per UnitBasic and Diluted(1)                         |  | $             | 0.22        |                | $ | 0.25          |  | $             
|Net income per UnitBasic and Diluted(1)                                                    |  | $             | 0.17        |                | $ | 0.25          |  | $             
|Weighted Average Units Outstanding                                                          |  |               | 236,995,130 |                |   | 237,439,435   |  |               
|Diluted weighted Average Units Outstanding                                                  |  |               | 237,040,394 |                |   | 237,582,451   |  |               

|                                                                    |  | First
Quarter |             | Second
Quarter |   | Third
Quarter |  | Fourth
Quarter
|------------------------------------------------------------------- |  | ------------- | ----------- | -------------- | - | ------------- |  | --------------
|1999                                                                |  |               |             |                |   |               |  |               
|Total revenue                                                       |  | $             | 441,194     |                | $ | 453,419       |  | $             
|Operating income                                                    |  |               | 194,706     |                |   | 208,491       |  |               
|Income before unusual and extraordinary items                       |  |               | 66,638      |                |   | 67,735        |  |               
|Net income available to Unitholders                                 |  |               | 47,159      |                |   | 51,569        |  |               
|Net income before extraordinary items per UnitBasic and Diluted(1) |  | $             | 0.21        |                | $ | 0.22          |  | $             
|Net income per UnitBasic and Diluted(1)                            |  | $             | 0.21        |                | $ | 0.22          |  | $             
|Weighted Average Units Outstanding                                  |  |               | 227,879,830 |                |   | 232,231,002   |  |               
|Diluted weighted Average Units Outstanding                          |  |               | 228,061,703 |                |   | 232,498,343   |  |               

---

82

---



SIGNATURES

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

| |  | SPG PROPERTIES, INC.
| |  | --------------------
| |  | By                  

March 30,
2001

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

|Signature                               |  | Capacity                                                           |  | Date          
|--------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|                                        |  |                                                                    |  |               
|/s/DAVID SIMONDavid Simon               |  | Chief Executive Officer and Director (Principal Executive Officer) |  | March 30, 2001
|/s/HERBERT SIMONHerbert Simon           |  | Co-Chairman of the Board of Directors                              |  | March 30, 2001
|/s/MELVIN SIMONMelvin Simon             |  | Co-Chairman of the Board of Directors                              |  | March 30, 2001
|/s/HANS C. MAUTNERHans C. Mautner       |  | Vice Chairman of the Board of Directors                            |  | March 30, 2001
|/s/RICHARD SOKOLOVRichard Sokolov       |  | President, Chief Operating Officer and Director                    |  | March 30, 2001
|/s/ROBERT E. ANGELICARobert E. Angelica |  | Director                                                           |  | March 30, 2001
|/s/BIRCH BAYHBirch Bayh                 |  | Director                                                           |  | March 30, 2001
|                                        |  |                                                                    |  |               

83

---

|/s/PIETER S. VAN DEN BERGPieter S. van den Berg     |  | Director                                             |  | March 30, 2001
|--------------------------------------------------- |  | ---------------------------------------------------- |  | --------------
|/s/G. WILLIAM MILLERG. William Miller               |  | Director                                             |  | March 30, 2001
|/s/FREDRICK W. PETRIFredrick W. Petri               |  | Director                                             |  | March 30, 2001
|/s/J. ALBERT SMITHJ. Albert Smith                   |  | Director                                             |  | March 30, 2001
|/s/PHILIP J. WARDPhilip J. Ward                     |  | Director                                             |  | March 30, 2001
|/s/M. DENISE DEBARTOLO YORKM. Denise DeBartolo York |  | Director                                             |  | March 30, 2001
|/s/STEPHEN E. STERRETTStephen E. Sterrett           |  | Executive Vice President and Chief Financial Officer |  | March 30, 2001
|/s/JOHN DAHLJohn Dahl                               |  | Senior Vice President (Principal Accounting Officer) |  | March 30, 2001

84

---

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULE

To Simon Property Group, Inc.:

We
have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of SIMON PROPERTY GROUP, L.P. included in this
Form 10-K and have issued our report thereon dated February 7, 2001. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule, "Schedule III: Real Estate and Accumulated Depreciation", as of December 31, 2000, is the responsibility of Simon Property Group, L.P.'s management and is presented
for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial
statements taken as a whole.



Indianapolis,
Indiana,
February 7, 2001.

85

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2000
(Dollars in thousands)

|                                                    |  |   |        | Initial Cost |   | 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                                      |  |                                                   | 4,518   |  |   | 0    
|Anderson Mall, Anderson, SC                         |  |   | 27,500 |              |   | 1,712                                      |  |                                                   | 18,072  |  |   | 1,363
|Arsenal Mall, Watertown, MA                         |  |   | 36,432 |              |   | 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                   |  |   | 90,426 |              |   | 4,039                                      |  |                                                   | 29,769  |  |   | 3,225
|Bay Park Square, Green Bay, WI                      |  |   | 24,848 |              |   | 6,864                                      |  |                                                   | 25,623  |  |   | 362  
|Bergen Mall, Paramus, NJ                            |  |   | 0      |              |   | 10,918                                     |  |                                                   | 92,541  |  |   | 0    
|Biltmore Square, Asheville, NC                      |  |   | 26,000 |              |   | 6,641                                      |  |                                                   | 23,582  |  |   | 0    
|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                                     |  |                                                   | 43,799  |  |   | 0    
|Chesapeake Square, Chesapeake, VA                   |  |   | 45,207 |              |   | 11,534                                     |  |                                                   | 70,461  |  |   | 0    
|Cielo Vista Mall, El Paso, TX                       |  |   | 93,394 |              |   | 1,307                                      |  |                                                   | 18,512  |  |   | 608  
|College Mall, Bloomington, IN                       |  |   | 52,315 |              |   | 1,012                                      |  |                                                   | 16,245  |  |   | 722  
|Columbia Center, Kennewick, WA                      |  |   | 42,326 |              |   | 18,285                                     |  |                                                   | 66,580  |  |   | 0    
|Cordova Mall, Pensacola, FL                         |  |   | 0      |              |   | 18,642                                     |  |                                                   | 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               |  |   | 16,288 |              |   | 5,661                                      |  |                                                   | 20,241  |  |   | 0    
|DeSoto Square, Bradenton, FL                        |  |   | 38,880 |              |   | 9,380                                      |  |                                                   | 52,716  |  |   | 0    

86

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                                           |  |        |  | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |        |  |       
|---------------------------------------------------------- |  | ------ |  | ------------ |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | ------
|
|Eastern Hills Mall, Buffalo, NY                            |  | 0      |  | 15,444       |  | 47,604                                     |  | 12                                                |  | 4,256  |  | 15,456
|Eastland Mall, Tulsa, OK                                   |  | 15,000 |  | 3,124        |  | 24,035                                     |  | 518                                               |  | 7,487  |  | 3,642 
|Edison Mall, Fort Myers, FL                                |  | 0      |  | 11,529       |  | 107,381                                    |  | 0                                                 |  | 4,493  |  | 11,529
|Fashion Mall at Keystone at the Crossing, Indianapolis, IN |  | 62,894 |  | 0            |  | 120,579                                    |  | 0                                                 |  | 6,545  |  | 0     
|Forest Mall, Fond Du Lac, WI                               |  | 15,550 |  | 728          |  | 4,498                                      |  | 0                                                 |  | 6,367  |  | 728   
|Forest Village Park, Forestville, MD                       |  | 21,850 |  | 1,212        |  | 4,625                                      |  | 757                                               |  | 4,659  |  | 1,969 
|Golden Ring Mall, Baltimore, MD                            |  | 29,750 |  | 1,130        |  | 3,704                                      |  | 572                                               |  | 8,660  |  | 1,702 
|Great Lakes Mall, Cleveland, OH                            |  | 61,121 |  | 13,886       |  | 100,362                                    |  | 11                                                |  | 5,348  |  | 13,897
|Greenwood Park Mall, Greenwood, IN                         |  | 94,673 |  | 2,607        |  | 23,445                                     |  | 5,275                                             |  | 59,255 |  | 7,882 
|Gulf View Square, Port Richey, FL                          |  | 36,447 |  | 13,690       |  | 39,997                                     |  | 0                                                 |  | 8,830  |  | 13,690
|Haywood Mall, Greenville, SC                               |  | 0      |  | 11,604       |  | 133,893                                    |  | 6                                                 |  | 662    |  | 11,610
|Heritage Park, Midwest City, OK                            |  | 0      |  | 598          |  | 6,213                                      |  | 0                                                 |  | 2,394  |  | 598   
|Hutchinson Mall, Hutchison, KS                             |  | 15,742 |  | 1,683        |  | 18,427                                     |  | 0                                                 |  | 3,045  |  | 1,683 
|Independence Center, Independence, MO                      |  | 0      |  | 5,539        |  | 45,822                                     |  | 2                                                 |  | 17,929 |  | 5,541 
|Ingram Park Mall, San Antonio, TX                          |  | 0      |  | 764          |  | 17,163                                     |  | 169                                               |  | 15,290 |  | 933   
|Irving Mall, Irving, TX                                    |  | 0      |  | 6,737        |  | 17,479                                     |  | 2,533                                             |  | 25,156 |  | 9,270 
|Jefferson Valley Mall, Yorktown Heights, NY                |  | 60,000 |  | 4,868        |  | 30,304                                     |  | 0                                                 |  | 5,113  |  | 4,868 
|Knoxville Center, Knoxville, TN                            |  | 0      |  | 5,006        |  | 21,965                                     |  | 3,712                                             |  | 34,624 |  | 8,718 
|Lakeline Mall, N. Austin, TX                               |  | 71,373 |  | 13,741       |  | 81,568                                     |  | 9                                                 |  | 271    |  | 13,750
|La Plaza, McAllen, TX                                      |  | 0      |  | 1,375        |  | 9,828                                      |  | 6,539                                             |  | 27,990 |  | 7,914 
|Lafayette Square, Indianapolis, IN                         |  | 0      |  | 14,251       |  | 54,589                                     |  | 0                                                 |  | 10,716 |  | 14,251
|Laguna Hills Mall, Laguna Hills, CA                        |  | 0      |  | 28,074       |  | 55,689                                     |  | 0                                                 |  | 3,549  |  | 28,074
|Lenox Square, Atlanta, GA                                  |  | 0      |  | 38,213       |  | 492,411                                    |  | 0                                                 |  | 3,484  |  | 38,213
|Lima Mall, Lima, OH                                        |  | 18,903 |  | 7,910        |  | 35,495                                     |  | 0                                                 |  | 5,787  |  | 7,910 
|Lincolnwood Town Center, Lincolnwood, IL                   |  | 0      |  | 10,754       |  | 63,490                                     |  | 28                                                |  | 2,097  |  | 10,782
|Livingston Mall, Livingston, NJ                            |  | 0      |  | 30,200       |  | 105,250                                    |  | 0                                                 |  | 4,623  |  | 30,200
|Longview Mall, Longview, TX                                |  | 27,600 |  | 270          |  | 3,602                                      |  | 124                                               |  | 7,244  |  | 394   

87

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                               |  |         |  | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |         |  |       
|---------------------------------------------- |  | ------- |  | ------------ |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------- |  | ------
|
|Machesney Park Mall, Rockford, IL              |  | 0       |  | 614          |  | 7,438                                      |  | 120                                               |  | 4,329   |  | 734   
|Markland Mall, Kokomo, IN                      |  | 0       |  | 0            |  | 7,568                                      |  | 0                                                 |  | 5,189   |  | 0     
|Mc Cain Mall, N. Little Rock, AR               |  | 42,704  |  | 0            |  | 9,515                                      |  | 0                                                 |  | 8,377   |  | 0     
|Melbourne Square, Melbourne, FL                |  | 38,362  |  | 15,762       |  | 55,900                                     |  | 0                                                 |  | 4,836   |  | 15,762
|Memorial Mall, Sheboygan, WI                   |  | 0       |  | 175          |  | 4,881                                      |  | 0                                                 |  | 806     |  | 175   
|Menlo Park Mall, Edison, NJ                    |  | 0       |  | 65,684       |  | 223,252                                    |  | 0                                                 |  | 6,207   |  | 65,684
|Miami International Mall, Miami, FL            |  | 45,316  |  | 13,794       |  | 69,701                                     |  | 8,953                                             |  | 4,837   |  | 22,747
|Midland Park Mall, Midland, TX                 |  | 28,000  |  | 687          |  | 9,213                                      |  | 0                                                 |  | 8,499   |  | 687   
|Miller Hill Mall, Duluth, MN                   |  | 0       |  | 2,537        |  | 18,113                                     |  | 0                                                 |  | 13,262  |  | 2,537 
|Mission Viejo Mall, Mission Viejo, CA          |  | 141,314 |  | 9,139        |  | 54,445                                     |  | 7,491                                             |  | 135,776 |  | 16,630
|Mounds Mall, Anderson, IN                      |  | 0       |  | 0            |  | 2,689                                      |  | 0                                                 |  | 2,383   |  | 0     
|Muncie Mall, Muncie, IN                        |  | 8,221   |  | 172          |  | 5,964                                      |  | 52                                                |  | 21,440  |  | 224   
|Nanuet Mall, Nanuet, NY                        |  | 0       |  | 27,548       |  | 162,993                                    |  | 0                                                 |  | 1,081   |  | 27,548
|North East Mall, Hurst, TX                     |  | 135,761 |  | 1,347        |  | 13,473                                     |  | 16,683                                            |  | 135,007 |  | 18,030
|North Towne Square, Toledo, OH                 |  | 23,500  |  | 579          |  | 8,377                                      |  | 0                                                 |  | 2,072   |  | 579   
|Northgate Mall, Seattle, WA                    |  | 79,035  |  | 32,550       |  | 115,314                                    |  | 0                                                 |  | 20,637  |  | 32,550
|Northlake Mall, Atlanta, GA                    |  | 0       |  | 33,400       |  | 98,035                                     |  | 0                                                 |  | 1,096   |  | 33,400
|Northwoods Mall, Peoria, IL                    |  | 0       |  | 1,203        |  | 12,779                                     |  | 1,519                                             |  | 27,632  |  | 2,722 
|Oak Court Mall, Memphis, TN                    |  | 0       |  | 15,673       |  | 57,304                                     |  | 0                                                 |  | 2,896   |  | 15,673
|Orange Park Mall, Jacksonville, FL             |  | 0       |  | 13,345       |  | 65,121                                     |  | 0                                                 |  | 15,898  |  | 13,345
|Orland Square, Orland Park, IL                 |  | 50,000  |  | 36,770       |  | 129,906                                    |  | 0                                                 |  | 5,079   |  | 36,770
|Paddock Mall, Ocala, FL                        |  | 28,988  |  | 11,198       |  | 39,712                                     |  | 0                                                 |  | 5,822   |  | 11,198
|Palm Beach Mall, West Palm Beach, FL           |  | 48,282  |  | 11,962       |  | 112,741                                    |  | 0                                                 |  | 33,268  |  | 11,962
|Phipps Plaza, Atlanta, GA                      |  | 0       |  | 19,200       |  | 210,610                                    |  | 0                                                 |  | 4,087   |  | 19,200
|Port Charlotte Town Center, Port Charlotte, FL |  | 53,250  |  | 5,561        |  | 59,381                                     |  | 0                                                 |  | 9,273   |  | 5,561 
|Prien Lake Mall, Lake Charles, LA              |  | 0       |  | 1,893        |  | 2,813                                      |  | 3,091                                             |  | 35,404  |  | 4,984 
|Raleigh Springs Mall, Memphis, TN              |  | 11,000  |  | 9,137        |  | 28,604                                     |  | 0                                                 |  | 11,310  |  | 9,137 
|Randall Park Mall, Cleveland, OH               |  | 40,000  |  | 4,421        |  | 52,456                                     |  | 0                                                 |  | 19,576  |  | 4,421 
|Richardson Square, Dallas, TX                  |  | 0       |  | 4,867        |  | 6,329                                      |  | 1,075                                             |  | 11,999  |  | 5,942 
|Richmond Towne Square, Cleveland, OH           |  | 56,851  |  | 2,666        |  | 12,112                                     |  | 0                                                 |  | 59,959  |  | 2,666 

88

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                         |  |        |  | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |        |  |        
|---------------------------------------- |  | ------ |  | ------------ |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | -------
|
|Richmond Square, Richmond, IN            |  | 0      |  | 3,410        |  | 11,343                                     |  | 0                                                 |  | 9,470  |  | 3,410  
|River Oaks Center, Calumet City, IL      |  | 32,500 |  | 30,884       |  | 101,224                                    |  | 0                                                 |  | 3,323  |  | 30,884 
|Rockaway Townsquare, Rockaway, NJ        |  | 0      |  | 50,500       |  | 218,557                                    |  | 0                                                 |  | 3,233  |  | 50,500 
|Rolling Oaks Mall, North San Antonio, TX |  | 0      |  | 2,577        |  | 38,609                                     |  | 0                                                 |  | 1,980  |  | 2,577  
|Roosevelt Field, Garden City, NY         |  | 0      |  | 165,006      |  | 702,008                                    |  | 2,117                                             |  | 5,936  |  | 167,123
|Ross Park Mall, Pittsburgh, PA           |  | 0      |  | 14,557       |  | 50,995                                     |  | 9,617                                             |  | 60,599 |  | 24,174 
|Santa Rosa Plaza, Santa Rosa, CA         |  | 0      |  | 10,400       |  | 87,864                                     |  | 0                                                 |  | 2,197  |  | 10,400 
|South Hills Village, Pittsburgh, PA      |  | 0      |  | 23,453       |  | 125,858                                    |  | 0                                                 |  | 2,030  |  | 23,453 
|South Park Mall, Shreveport, LA          |  | 25,993 |  | 855          |  | 13,684                                     |  | 74                                                |  | 2,771  |  | 929    
|South Shore Plaza, Braintree, MA         |  | 0      |  | 101,200      |  | 301,495                                    |  | 0                                                 |  | 2,570  |  | 101,200
|Southern Park Mall, Youngstown, OH       |  | 0      |  | 16,982       |  | 77,774                                     |  | 97                                                |  | 17,397 |  | 17,079 
|Southgate Mall, Yuma, AZ                 |  | 0      |  | 1,817        |  | 7,974                                      |  | 0                                                 |  | 3,498  |  | 1,817  
|St Charles Towne Center Waldorf, MD      |  | 28,527 |  | 9,031        |  | 52,974                                     |  | 1,180                                             |  | 10,789 |  | 10,211 
|Summit Mall, Akron, OH                   |  | 0      |  | 15,374       |  | 51,137                                     |  | 0                                                 |  | 14,482 |  | 15,374 
|Sunland Park Mall, El Paso, TX           |  | 38,710 |  | 2,896        |  | 28,900                                     |  | 0                                                 |  | 5,549  |  | 2,896  
|Tacoma Mall, Tacoma, WA                  |  | 92,474 |  | 38,949       |  | 125,826                                    |  | 0                                                 |  | 17,426 |  | 38,949 
|Tippecanoe Mall, Lafayette, IN           |  | 60,315 |  | 4,187        |  | 8,474                                      |  | 5,517                                             |  | 33,744 |  | 9,704  
|Town Center at Boca Raton Boca Raton, FL |  | 0      |  | 64,200       |  | 307,511                                    |  | 0                                                 |  | 51,087 |  | 64,200 
|Towne East Square, Wichita, KS           |  | 78,116 |  | 9,495        |  | 18,479                                     |  | 2,042                                             |  | 17,652 |  | 11,537 
|Towne West Square, Wichita, KS           |  | 0      |  | 972          |  | 21,203                                     |  | 76                                                |  | 7,972  |  | 1,048  
|Treasure Coast Square, Jenson Beach, FL  |  | 63,467 |  | 11,124       |  | 73,108                                     |  | 3,067                                             |  | 16,213 |  | 14,191 
|Tyrone Square, St. Petersburg, FL        |  | 0      |  | 15,638       |  | 120,962                                    |  | 0                                                 |  | 13,566 |  | 15,638 
|University Mall, Little Rock, AR         |  | 0      |  | 123          |  | 17,411                                     |  | 0                                                 |  | 899    |  | 123    
|University Mall, Pensacola, FL           |  | 0      |  | 4,741        |  | 26,657                                     |  | 0                                                 |  | 3,730  |  | 4,741  
|University Park Mall, South Bend, IN     |  | 59,500 |  | 15,105       |  | 61,466                                     |  | 0                                                 |  | 11,537 |  | 15,105 
|Upper Valley Mall, Springfield, OH       |  | 30,940 |  | 8,421        |  | 38,745                                     |  | 0                                                 |  | 2,551  |  | 8,421  
|Valle Vista Mall, Harlingen, TX          |  | 41,069 |  | 1,398        |  | 17,266                                     |  | 372                                               |  | 8,546  |  | 1,770  
|Virginia Center Commons, Richmond, VA    |  | 0      |  | 9,764        |  | 50,547                                     |  | 4,149                                             |  | 5,670  |  | 13,913 

89

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                            |  |        |  | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |  |        |  |       
|------------------------------------------- |  | ------ |  | ------------ |  | ------------------------------------------ |  | ------------------------------------------------- |  | ------ |  | ------
|
|Walt Whitman Mall, Huntington Station, NY   |  | 0      |  | 51,700       |  | 111,170                                    |  | 3,789                                             |  | 27,112 |  | 55,489
|Washington Square, Indianapolis, IN         |  | 33,541 |  | 20,146       |  | 41,248                                     |  | 0                                                 |  | 7,830  |  | 20,146
|West Ridge Mall, Topeka, KS                 |  | 44,288 |  | 5,649        |  | 34,132                                     |  | 197                                               |  | 5,940  |  | 5,846 
|Westminster Mall, Westminster, CA           |  | 0      |  | 45,200       |  | 84,709                                     |  | 0                                                 |  | 4,253  |  | 45,200
|White Oaks Mall, Springfield, IL            |  | 16,500 |  | 3,024        |  | 35,692                                     |  | 1,153                                             |  | 14,428 |  | 4,177 
|Windsor Park Mall, San Antonio, TX          |  | 14,235 |  | 1,082        |  | 16,940                                     |  | 130                                               |  | 3,074  |  | 1,212 
|Woodville Mall, Toledo, OH                  |  | 0      |  | 1,831        |  | 4,454                                      |  | 0                                                 |  | 986    |  | 1,831 
|Community Shopping Centers                  |  |        |  |              |  |                                            |  |                                                   |  |        |  |       
|Arboretum, The, Austin, TX                  |  | 34,000 |  | 7,640        |  | 36,778                                     |  | 71                                                |  | 3,212  |  | 7,711 
|Bloomingdale Court, Bloomingdale, IL        |  | 29,617 |  | 8,764        |  | 26,184                                     |  | 0                                                 |  | 1,968  |  | 8,764 
|Boardman Plaza, Youngstown, OH              |  | 18,277 |  | 8,189        |  | 26,355                                     |  | 0                                                 |  | 4,551  |  | 8,189 
|Bridgeview Court, Bridgeview, IL            |  | 0      |  | 302          |  | 3,638                                      |  | 0                                                 |  | 709    |  | 302   
|Brightwood Plaza, Indianapolis, IN          |  | 0      |  | 65           |  | 128                                        |  | 0                                                 |  | 252    |  | 65    
|Celina Plaza, El Paso, TX                   |  | 0      |  | 138          |  | 815                                        |  | 0                                                 |  | 99     |  | 138   
|Century Mall, Merrillville, IN              |  | 0      |  | 2,190        |  | 4,268                                      |  | 4                                                 |  | 1,708  |  | 2,194 
|Charles Towne Square, Charleston, SC        |  | 0      |  | 418          |  | 1,768                                      |  | 425                                               |  | 11,136 |  | 843   
|Chesapeake Center, Chesapeake, VA           |  | 6,563  |  | 5,352        |  | 12,279                                     |  | 0                                                 |  | 102    |  | 5,352 
|Countryside Plaza, Countryside, IL          |  | 0      |  | 1,243        |  | 8,507                                      |  | 0                                                 |  | 656    |  | 1,243 
|Eastgate Consumer Mall, Indianapolis, IN    |  | 0      |  | 418          |  | 4,722                                      |  | 190                                               |  | 2,660  |  | 608   
|Eastland Plaza, Tulsa, OK                   |  | 0      |  | 908          |  | 3,709                                      |  | 0                                                 |  | 50     |  | 908   
|Forest Plaza, Rockford, IL                  |  | 16,244 |  | 4,187        |  | 16,818                                     |  | 453                                               |  | 518    |  | 4,640 
|Fox River Plaza, Elgin, IL                  |  | 0      |  | 2,908        |  | 9,453                                      |  | 0                                                 |  | 130    |  | 2,908 
|Glen Burnie Mall, Glen Burnie, MD           |  | 0      |  | 7,422        |  | 22,778                                     |  | 0                                                 |  | 2,866  |  | 7,422 
|Great Lakes Plaza, Cleveland, OH            |  | 0      |  | 1,028        |  | 2,025                                      |  | 0                                                 |  | 3,463  |  | 1,028 
|Greenwood Plus, Greenwood, IN               |  | 0      |  | 1,265        |  | 1,792                                      |  | 0                                                 |  | 3,757  |  | 1,265 
|Griffith Park Plaza, Griffith, IN           |  | 0      |  | 0            |  | 2,412                                      |  | 0                                                 |  | 156    |  | 0     
|Grove at Lakeland Square, The, Lakeland, FL |  | 3,750  |  | 5,237        |  | 6,016                                      |  | 0                                                 |  | 1,015  |  | 5,237 
|Highland Lakes Center, Orlando, FL          |  | 14,377 |  | 7,138        |  | 25,303                                     |  | 0                                                 |  | 460    |  | 7,138 
|Ingram Plaza, San Antonio, TX               |  | 0      |  | 421          |  | 1,802                                      |  | 4                                                 |  | 21     |  | 425   
|Keystone Shoppes, Indianapolis, IN          |  | 0      |  | 0            |  | 4,232                                      |  | 0                                                 |  | 590    |  | 0     
|Knoxville Commons, Knoxville, TN            |  | 0      |  | 3,731        |  | 5,345                                      |  | 0                                                 |  | 1,787  |  | 3,731 
|Lake Plaza, Waukegan, IL                    |  | 0      |  | 2,812        |  | 6,420                                      |  | 0                                                 |  | 428    |  | 2,812 
|Lake View Plaza, Orland Park, IL            |  | 21,593 |  | 4,775        |  | 17,543                                     |  | 0                                                 |  | 6,331  |  | 4,775 
|Lakeline Plaza, Austin, TX                  |  | 23,673 |  | 4,867        |  | 25,732                                     |  | 0                                                 |  | 6,132  |  | 4,867 
|Lima Center, Lima, OH                       |  | 0      |  | 1,808        |  | 5,151                                      |  | 0                                                 |  | 201    |  | 1,808 
|Lincoln Crossing, O'Fallon, IL              |  | 3,269  |  | 1,047        |  | 2,692                                      |  | 0                                                 |  | 251    |  | 1,047 

90

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                             |  |        |  | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |  | Gross Amounts At
Which Carried
At Close of Period |   |        |  |       
|-------------------------------------------- |  | ------ |  | ------------ |  | ------------------------------------------ |  | ------------------------------------------------- | - | ------ |  | ------
|
|Mainland Crossing, Galveston, TX             |  | 1,603  |  | 1,609        |  | 1,737                                      |  | 0                                                 |   | 216    |  | 1,609 
|Markland Plaza, Kokomo, IN                   |  | 10,000 |  | 210          |  | 1,258                                      |  | 0                                                 |   | 666    |  | 210   
|Martinsville Plaza, Martinsville, VA         |  | 0      |  | 0            |  | 584                                        |  | 0                                                 |   | 50     |  | 0     
|Matteson Plaza, Matteson, IL                 |  | 9,509  |  | 1,830        |  | 9,737                                      |  | 0                                                 |   | 2,101  |  | 1,830 
|Memorial Plaza, Sheboygan, WI                |  | 0      |  | 250          |  | 436                                        |  | 0                                                 |   | 857    |  | 250   
|Mounds Mall Cinema, Anderson, IN             |  | 0      |  | 88           |  | 158                                        |  | 0                                                 |   | 1      |  | 88    
|Muncie Plaza, Muncie, IN                     |  | 0      |  | 626          |  | 10,626                                     |  | (163                                              | ) | 43     |  | 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                                                 |   | 532    |  | 2,831 
|North Riverside Park Plaza, N. Riverside, IL |  | 7,222  |  | 1,062        |  | 2,490                                      |  | 0                                                 |   | 633    |  | 1,062 
|Northland Plaza, Columbus, OH                |  | 0      |  | 4,490        |  | 8,893                                      |  | 0                                                 |   | 1,337  |  | 4,490 
|Northwood Plaza, Fort Wayne, IN              |  | 0      |  | 284          |  | 2,922                                      |  | 0                                                 |   | 599    |  | 284   
|Park Plaza, Hopkinsville, KY                 |  | 0      |  | 300          |  | 1,572                                      |  | 0                                                 |   | 224    |  | 300   
|Regency Plaza, St. Charles, MO               |  | 4,457  |  | 616          |  | 4,963                                      |  | 0                                                 |   | 151    |  | 616   
|Rockaway Convenience Center Rockaway, NJ     |  | 0      |  | 2,900        |  | 12,500                                     |  | 0                                                 |   | 50     |  | 2,900 
|Shops at North East Plaza, The, Hurst, TX    |  | 0      |  | 8,988        |  | 2,198                                      |  | 3,955                                             |   | 35,753 |  | 12,943
|St. Charles Towne Plaza, Waldorf, MD         |  | 0      |  | 8,779        |  | 18,993                                     |  | 0                                                 |   | 217    |  | 8,779 
|Teal Plaza, Lafayette, IN                    |  | 0      |  | 99           |  | 878                                        |  | 0                                                 |   | 2,928  |  | 99    
|Terrace at The Florida Mall, Orlando, FL     |  | 4,688  |  | 2,150        |  | 7,623                                      |  | 0                                                 |   | 1,059  |  | 2,150 
|Tippecanoe Plaza, Lafayette, IN              |  | 0      |  | 265          |  | 440                                        |  | 305                                               |   | 4,967  |  | 570   
|University Center, South Bend, IN            |  | 0      |  | 2,388        |  | 5,214                                      |  | 0                                                 |   | 342    |  | 2,388 
|Wabash Village, West Lafayette, IN           |  | 0      |  | 0            |  | 976                                        |  | 0                                                 |   | 204    |  | 0     
|Washington Plaza, Indianapolis, IN           |  | 0      |  | 941          |  | 1,697                                      |  | 0                                                 |   | 170    |  | 941   
|Waterford Lakes, Orlando, FL                 |  | 56,998 |  | 0            |  | 1,114                                      |  | 9,502                                             |   | 72,867 |  | 9,502 
|West Ridge Plaza, Topeka, KS                 |  | 5,745  |  | 1,491        |  | 4,560                                      |  | 0                                                 |   | 549    |  | 1,491 
|White Oaks Plaza, Springfield, IL            |  | 17,532 |  | 3,265        |  | 14,267                                     |  | 0                                                 |   | 607    |  | 3,265 

91

---

SCHEDULE III

SIMON PROPERTY GROUP, LP
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2000
(Dollars in thousands)

|                                              |                |  |         | Initial Cost |  | Cost Capitalized
Subsequent to Acquisition |           | Gross Amounts At
Which Carried
At Close of Period |         |           |  |       
|--------------------------------------------- | -------------- |  | ------- | ------------ |  | ------------------------------------------ | --------- | ------------------------------------------------- | ------- | --------- |  | ------
|
|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            |                |  | 29,700  |              |  | 4,827                                      |           |                                                   | 27,539  |           |  | 435   
|Office, Mixed-Use Properties and Other        |                |  |         |              |  |                                            |           |                                                   |         |           |  |       
|Net Lease Properties, Various                 |                |  | 1,054   |              |  | 10,276                                     |           |                                                   | 4,300   |           |  | (2,988
|New Orleans Centre/CNG Tower, New Orleans, LA |                |  | 0       |              |  | 3,493                                      |           |                                                   | 41,231  |           |  | 0     
|O'Hare International Center, Rosemont, IL     |                |  | 0       |              |  | 125                                        |           |                                                   | 60,287  |           |  | 1     
|Riverway, Rosemont, IL                        |                |  | 0       |              |  | 8,739                                      |           |                                                   | 129,175 |           |  | 16    
|Development Projects                          |                |  |         |              |  |                                            |           |                                                   |         |           |  |       
|Bowie Town Center, Bowie, MD                  |                |  | 8,657   |              |  | 5,575                                      |           |                                                   | 570     |           |  | 4     
|Other                                         |                |  | 0       |              |  | 790                                        |           |                                                   | 1,771   |           |  | 12,002
|Corporate, Indianapolis, IN                   |                |  | 0       |              |  | 2,345                                      |           |                                                   | 500     |           |  | 280   
|                                              |                |  |         |              |  |                                            |           |                                                   |         |           |  |       
|                                              | Subtotal  SPG |  | $       | 3,164,032    |  | $                                          | 1,846,086 |                                                   | $       | 8,922,811 |  | $     
|                                              |                |  |         |              |  |                                            |           |                                                   |         |           |  |       

92

---



SIMON PROPERTY GROUP, L.P.    NOTES TO SCHEDULE III AS OF DECEMBER 31, 2000    (Dollars in thousands)

The
changes in real estate assets for the years ended December 31, 2000, 1999 and 1998 are as follows:

|                           |                                 | 2000 |            | 1999     |   | 1998       |        
|-------------------------- | ------------------------------- | ---- | ---------- | -------- | - | ---------- | -------
|Balance, beginning of year |                                 | $    | 12,566,070 |          | $ | 11,603,771 |        
|                           | Acquisitions and Consolidations |      |            |         |   |            | 475,166
|                           | Improvements                    |      |            | 343,239  |   |            | 544,956
|                           | Disposals                       |      |            | (115,462 | ) |            | (57,823
|                           | Deconsolidations                |      |            |         |   |            |       
|                           |                                 |      |            |          |   |            |        
|Balance, close of year     |                                 | $    | 12,793,847 |          | $ | 12,566,070 |        
|                           |                                 |      |            |          |   |            |        

The
unaudited aggregate cost for the SPG Operating Partnership for federal income tax purposes as of December 31, 2000 was $9,065,720.

The
changes in accumulated depreciation and amortization for the years ended December 31, 2000, 1999 and 1998 are as follows:

|                           |                                 | 2000 |           | 1999    |   | 1998      |        
|-------------------------- | ------------------------------- | ---- | --------- | ------- | - | --------- | -------
|Balance, beginning of year |                                 | $    | 1,066,200 |         | $ | 688,955   |        
|                           | Acquisitions and Consolidations |      |           |        |   |           | 32,793 
|                           | Depreciation expense            |      |           | 392,330 |   |           | 351,473
|                           | Disposals                       |      |           | (24,857 | ) |           | (7,021 
|                           |                                 |      |           |         |   |           |        
|Balance, close of year     |                                 | $    | 1,433,673 |         | $ | 1,066,200 |        
|                           |                                 |      |           |         |   |           |        

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

Buildings
and Improvementstypically 35 years

Tenant
Inducementsshorter of lease term or useful life

93

---



INDEX TO EXHIBITS

|Exhibits |     |                                                                                                                                                                                                                            |  | Page
|-------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|2.1      |     | Agreement and Plan of Merger among SDG, CPI and CRC (incorporated by reference to Exhibit 10.1 in the Form 8-K filed by SDG on February 24, 1998).                                                                         |  |     
|2.2      |     | Agreement and Plan of Merger among SPG Properties, Inc. and SD Property Group, Inc. (incorporated by reference to Exhibit 2.4 in the Form 10-K filed by SPG Properties, Inc. on March 29, 2000)                            |  |     
|3.1      | (a) | Amended and Restated Charter                                                                                                                                                                                               |  |     
|3.2      |     | Amended and Restated Bylaws, (incorporated by reference to Exhibit 3.2 to Post-Effective Amendment No. 1 on Form S-8 filed by SPG Properties on August 9, 1996 to the Registration
Statement).                             |  |     
|3.3      | (a) | Articles Supplementary with respect to the Series B Preferred Stock of the Company to the Amended and Restated Charter.                                                                                                    |  |     
|3.4      |     | Articles Supplementary with respect to the Series C Preferred Stock of the Company to the Amended and Restated Charter (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by SPG Properties on
July 8, 1997). |  |     
|3.5      |     | Articles Supplementary with respect to the conversion of the Series A Preferred Stock of the SPG Properties into Common Stock (incorporated by reference to Exhibit 3.5 of SPG Properties' 1997 Form
 10-K).               |  |     
|10.1     | (b) | Noncompetition Agreement dated as of December 1, 1993 between the Company and each of Melvin Simon and Herbert Simon (Previously filed as Exhibit 10.3).                                                                   |  |     
|10.2     | (b) | Noncompetition Agreement dated as of December 1, 1993 between the Company and David Simon (Previously filed as Exhibit 10.4).                                                                                              |  |     
|10.3     | (b) | Restriction and Noncompetition Agreement dated as of December 1, 1993 among the Company and the Management Companies (Previously filed as Exhibit 10.5).                                                                   |  |     
|21.1     |     | List of Subsidiaries of SPG Properties                                                                                                                                                                                     |  |     

---

94

---

QuickLinks