================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 <TABLE> <CAPTION> SIMON PROPERTY GROUP, INC. SPG REALTY CONSULTANTS, INC. -------------------------- ---------------------------- <S> <C> (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) Delaware Delaware -------- -------- (State of incorporation) (State of incorporation) 001-14469 001-14469-01 --------- ------------ (Commission File No.) (Commission File No.) 046268599 13-2838638 --------- ---------- (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) National City Center National City Center 115 West Washington Street, Suite 15 East 115 West Washington Street, Suite 15 East Indianapolis, Indiana 46204 Indianapolis, Indiana 46204 ---------------------------- ---------------------------- (Address of principal executive offices) (Address of principal executive offices) (317) 636-1600 (317) 636-1600 -------------- -------------- (Registrant's telephone number, including area code) (Registrant's telephone number, including area code) </TABLE> Securities registered pursuant to Section 12 (b) of the Act: Name of each exchange Title of each class on which registered - ------------------- ------------------- Common stock, $0.0001 par value of Simon Property Group, Inc. paired with 1/100th of a beneficial interest in shares of common stock, par value $.0001 per share, of SPG Realty Consultants, Inc. New York Stock Exchange 6.5% Series B Convertible Preferred Stock, $.0001 par value New York Stock Exchange Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 Registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of shares of common stock held by non-affiliates of the Registrants was approximately $4,141 million based on the closing market price on the New York Stock Exchange for such stock on January 31, 2000. As of March 16, 2000, Simon Property Group, Inc. had 169,998,168; 3,200,000 and 4,000 shares of common stock, Class B common stock and Class C common stock outstanding, respectively, which were paired with 1,732,022 shares of common stock, par value $0.0001 per share, of SPG Realty Consultants, Inc. outstanding on that same date. Documents Incorporated By Reference Portions of the Registrants' Annual Report to Shareholders are incorporated by reference into Parts I, II and IV and portions of the Registrants' Proxy Statements in connection with their Annual Meetings of Shareholders to be held on May 10, 2000 are incorporated by reference in Part III. ================================================================================ 1
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. Annual Report on Form 10-K December 31, 1999 <TABLE> <CAPTION> TABLE OF CONTENTS Item No. Page No. - -------- -------- <S> <C> <C> Part I 1. Business............................................................. 3 2. Properties........................................................... 8 3. Legal Proceedings.................................................... 33 4. Submission of Matters to a Vote of Security Holders.................. 33 Part II 5. Market for the Registrants' Common Equity and Related Stockholder Matters.................................................. 33 6. Selected Financial Data.............................................. 34 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................. 34 7A. Quantitative and Qualitative Disclosure About Market Risk............ 34 8. Financial Statements and Supplementary Data.......................... 34 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure............................................. 34 Part III 10. Directors and Executive Officers of the Registrants.................. 35 11. Executive Compensation............................................... 35 12. Security Ownership of Certain Beneficial Owners and Management....... 35 13. Certain Relationships and Related Transactions....................... 35 Part IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K... 36 Signatures............................................................... 37 </TABLE> 2
Part I Item 1. Business Background Simon Property Group, Inc. ("SPG"), a Delaware corporation, is a self- administered and self-managed, real estate investment trust ("REIT"). Each share of common stock of SPG is paired ("Paired Shares") with a beneficial interest in 1/100th of a share of common stock of SPG Realty Consultants, Inc., also a Delaware corporation ("SRC" and together with SPG, the "Companies"). Simon Property Group, L.P. (the "SPG Operating Partnership"), formerly known as Simon DeBartolo Group, L.P., is the primary subsidiary of SPG. Units of ownership interest ("Units") in the SPG Operating Partnership are paired 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 Companies together with the Operating Partnerships are hereafter referred to as "Simon Group", which prior to the CPI Merger (see below) refers to Simon DeBartolo Group, Inc. and the SPG Operating Partnership. At December 31, 1999, the Companies' direct and indirect ownership interests in the Operating Partnerships totaled 72.4%. Mergers and Acquisitions Mergers and acquisitions have been a significant component of the growth and development of Simon Group's business. Beginning with the $3.0 billion acquisition, through merger, of DeBartolo Realty Corporation ("DRC") in August of 1996 (the "DRC Merger"), Simon Group has completed five major mergers and/or acquisitions that have helped shape the current organization. During 1997, Simon Group completed the acquisition of Retail Property Trust, along with its operating partnership, Shopping Center Associates, for approximately $1.3 billion. In February of 1998, Simon Group acquired a 50% ownership interest in a portfolio of fourteen properties for approximately $0.5 billion. In September of 1998, Simon Group completed the acquisition, through merger, of Corporate Property Investors, Inc. ("CPI"), and Corporate Realty Consultants, Inc. for approximately $5.9 billion (the "CPI Merger"). And most recently, the NED Acquisition was completed in 1999, for approximately $1.8 billion, as described below. The NED Acquisition. During 1999, Simon Group acquired ownership interests in 14 regional malls from New England Development Company (the "NED Acquisition"). Simon Group acquired one of the properties directly and formed a joint venture with three partners ("Mayflower"), of which Simon Group owns 49.1%, to acquire interests in the remaining properties. The total costs of the NED Acquisition is approximately $1.8 billion, of which Simon Group's share is approximately $894 million. Simon Group assumed management responsibilities for the portfolio, which includes approximately 10.7 million square feet of GLA. Simon Group's share of the cost of the NED Acquisition included the assumption of approximately $530 million of mortgage indebtedness; $177 million in cash; and the issuance of approximately $187 million of common and preferred equity in the Operating Partnerships. In addition to the NED Acquisition, Simon Group acquired the remaining ownership interests in four existing Properties as well as 50% of the economic benefits of Mall of America in Minneapolis, Minnesota in 1999 at a combined cost of approximately $318 million. Description of the Business SPG, primarily through 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. As of December 31, 1999, SPG and the SPG Operating Partnership owned or held an interest in 259 income-producing properties in the United States, which consisted of 168 regional malls, 78 community shopping centers, four specialty retail centers, five office and mixed-use properties and four 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 3
Management Company manages certain of the Properties and certain other retail real estate properties not owned by Simon Group, and also engages in property development activities. SRC, primarily through the SRC Operating Partnership, engages primarily in activities that capitalize on the resources, customer base and operating activities of SPG, which could not be engaged in by SPG without potentially impacting its status as a REIT. As of December 31, 1999, these activities included several new e-commerce initiatives described under the caption "Operating Strategies". In addition, effective January 1, 2000, SRC formed Simon Brand Ventures, LLC ("SBV") to continue and expand upon the mall marketing initiatives program established in 1997 by Simon Group to take advantage of its size and tenant relationships, primarily through strategic corporate alliances. SRC also has interests in two joint ventures which own land held for sale, which are located adjacent to Properties in the Portfolio, and an investment in piiq.com, an aggregator of internet retailers. General During 1999, regional malls (including specialty retail centers and retail space in the mixed-use Properties), community centers and the remaining Portfolio comprised 91.5%, 5.1%, and 3.4%, respectively of combined consolidated rent revenues and tenant reimbursements. The Properties contain an aggregate of approximately 184.6 million square feet of GLA, of which 110.6 million square feet is owned by Simon Group ("Owned GLA"). More than 4,400 different retailers occupy more than 20,200 stores in the Properties. Total estimated retail sales at the Properties in 1999 were approximately $38 billion. SPG and certain of its subsidiaries are taxed as REITs under sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury regulations relating to REIT qualification. SPG is self- administered and self-managed and does not engage or pay a REIT advisor. SPG provides management, development, leasing, accounting, finance and legal, design and construction expertise through its own personnel or, where appropriate, through outside professionals. Operating Strategies Simon Group's primary business objectives are to increase cash generated from operations per Paired Share and the value of the Portfolio Properties. Simon Group 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. Simon Group 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, Simon Group 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. Simon Group is actively developing several 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 TenantConnect.net and incubating concepts that leverage the physical and virtual worlds through a venture creation subsidiary called clixnmortar.com. Acquisitions. Simon Group intends to 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 Companies' growth strategy. Development. Simon Group's strategy is to selectively develop new properties in major metropolitan areas that exhibit strong population and economic growth. During 1999, Simon Group opened one new regional mall, one specialty center, one value-oriented super-regional mall and three new community shopping centers. These additions added approximately 4.9 million square feet of GLA to the Portfolio at a cost to Simon Group of approximately $505 million. Simon Group also has two additional projects under construction, which are scheduled to open in 2000. 4
Strategic Expansions and Renovations. A key objective of Simon Group is to increase the profitability and market share of the Properties through the completion of strategic renovations and expansions. During 1999, Simon Group invested approximately $277 million on redevelopment projects and completed four major redevelopment projects. Simon Group has a number of renovation and/or expansion projects currently under construction, or in preconstruction development. Simon Group also has direct or indirect interests in twelve parcels of land being held for future development in eight states totaling approximately 866 acres. Management believes Simon Group is well positioned to pursue future development opportunities as conditions warrant. International Expansion. Simon Group'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. Simon Group intends to continue pursuing international opportunities on a selected basis to enhance the value of its Paired Shares. Competition Simon Group believes that it has a competitive advantage in the retail real estate business as a result of (i) its use of innovative retailing concepts, (ii) its management and operational expertise, (iii) its extensive experience and relationship with retailers and lenders, (iv) the size, quality and diversity of its Properties and (v) the mall marketing initiatives of SBV, which Simon Group believes is the world's largest and most sophisticated mall marketing initiative. Management believes that the Properties are the largest, as measured by GLA, of any publicly traded REIT, with more regional malls than any other publicly traded REIT. For these reasons, management believes Simon Group 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 competitive properties could have a material adverse effect on Simon Group's ability to lease space and on the level of rents Simon Group can obtain. There are numerous commercial developers, real estate companies and other owners of real estate that compete with Simon Group 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 Simon Group and its competitors develop and manage. Environmental Matters General Compliance. Management believes that the Portfolio Properties are in compliance, in all material respects, with all Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances (see Item 3. Legal Proceedings). Nearly all of the Portfolio Properties have been subjected to Phase I or similar environmental audits (which generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants. The Phase I environmental audits are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. The environmental audits have not revealed, nor is management aware of, any environmental liability that management believes will have a material adverse effect on Simon Group. 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. Simon Group 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 5
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, Simon Group will conduct environmental due diligence consistent with past practice. Employees Simon Group and its affiliates employ approximately 5,840 persons at various centers and offices throughout the United States, of which 2,940 are part-time. Approximately 1,000 employees are located at Simon Group's headquarters in Indianapolis, Indiana. Insurance Simon Group has comprehensive liability, fire, flood, extended coverage and rental loss insurance with respect to its Properties. Management believes that such insurance provides adequate coverage. Corporate Headquarters Simon Group's executive offices are located at National City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and its telephone number is (317) 636-1600. Executive Officers of the Registrants The following table sets forth certain information with respect to the executive officers of the Companies as of December 31, 1999. <TABLE> <CAPTION> Name Age Position ----- ---- --------- <S> <C> <C> Melvin Simon (1) 73 Co-Chairman Herbert Simon (1) 65 Co-Chairman David Simon (1) 38 Chief Executive Officer Hans C. Mautner 61 Vice Chairman; Chairman, Simon Global Limited Richard S. Sokolov 50 President and Chief Operating Officer Randolph L. Foxworthy 55 Executive Vice President - Corporate Development William J. Garvey 60 Executive Vice President - Property Development James A. Napoli 53 Executive Vice President - Leasing John R. Neutzling 47 Executive Vice President - Property Management James M. Barkley 48 General Counsel; Secretary Stephen E. Sterrett 44 Treasurer John Rulli 43 Senior Vice President - Human Resources & Corporate Operations James R. Giuliano, III 42 Senior Vice President Karen D. Corsaro 42 President, Simon Brand Ventures; Senior Vice President of Marketing Melanie Alshab 36 President, clixnmortar.com; Senior Vice President & Chief Information Officer </TABLE> (1) Melvin Simon is the brother of Herbert Simon and the father of David Simon. Set forth below is a summary of the business experience of the executive officers of the Companies. The executive officers of the Companies 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 has held his office since the CPI Merger and Mr. Sokolov, Mr. 6
Giuliano and Ms. Alshab, who have held their offices since the DRC Merger. For biographical information of Melvin Simon, Herbert Simon, David Simon, Hans C. Mautner, and Richard Sokolov, see Item 10 of this report. Mr. Foxworthy is the Executive Vice President - Corporate Development of the Companies. Mr. Foxworthy joined Melvin Simon & Associates, Inc. ("MSA") in 1980 and has been an Executive Vice President in charge of Corporate Development of MSA since 1986 and has held the same position with the Companies since 1993. Mr. Garvey is the Executive Vice President - Property Development of the Companies. Mr. Garvey, who was Executive Vice President and Director of Development at MSA, joined MSA in 1979 and held various positions with MSA. Mr. Napoli is the Executive Vice President - Leasing of the Companies. Mr. Napoli also served as Executive Vice President and Director of Leasing of MSA, which he joined in 1989. Mr. Neutzling is the Executive Vice President - Property Management of the Companies. Mr. Neutzling has also been an Executive Vice President of MSA since 1992 overseeing all property and asset management functions. He joined MSA in 1974 and has held various positions with MSA. Mr. Barkley serves as the Companies' General Counsel and Secretary. Mr. Barkley holds the same position for MSA. He joined MSA in 1978 as Assistant General Counsel for Development Activity. Mr. Sterrett serves as the Companies' Treasurer. He joined MSA in 1989 and has held various positions with MSA. Mr. Rulli holds the position of Senior Vice President - Human Resources and Corporate Operations. He joined MSA in 1988 and has held various positions with MSA. Mr. Giuliano has served as Senior Vice President since the DRC Merger. He joined DRC in 1993, where he served as Senior Vice President and Chief Financial Officer up to the DRC Merger. Ms. Corsaro is President of Simon Brand Ventures and Sr. Vice President of Marketing for the Companies. Ms. Corsaro joined MSA in 1983 and has served in various business development positions. Ms. Alshab is President of clixnmortar.com and the Senior Vice President & Chief Information Officer of SPG. She joined DRC in 1995. 7
Item 2. Properties Portfolio Properties The Properties primarily consist of two types: regional malls and community shopping centers. Regional malls contain two or more anchors and a wide variety of smaller stores ("Mall" stores) located in enclosed malls connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. The 168 regional malls in the Properties range in size from approximately 200,000 to 2.8 million square feet of GLA, with all but five 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, 1999, regional malls (including specialty retail centers and retail space in the mixed-use Properties) represented 85.0% of total GLA, 79.9% of Owned GLA and 86.4% of total annualized base rent of the Properties. Community shopping centers are generally unenclosed and smaller than regional malls. Most of the 78 community shopping centers in the Properties range in size from approximately 100,000 to 400,000 square feet of GLA. Community shopping centers generally are of two types: (i) traditional community centers, which focus primarily on value-oriented and convenience goods and services, are usually anchored by a supermarket, drugstore or discount retailer and are designed to service a neighborhood area; and (ii) power centers, which are designed to serve a larger trade area and contain at least two anchors that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. As of December 31, 1999, community shopping centers represented 10.6% of total GLA, 12.8% of Owned GLA and 6.0% of the total annualized base rent of the Properties. Simon Group also has joint venture interests in four specialty retail centers, five office and mixed-use Properties and four value-oriented super- regional malls. The specialty retail centers contain approximately 1,272,000 square feet of GLA and do not have anchors; instead, they feature retailers and entertainment facilities in a distinctive shopping environment and location. The five office and mixed-use Properties range in size from approximately 348,000 to 1,039,000 square feet of GLA. Two of these Properties are regional malls with connected office buildings, two are located in mixed-use developments and contain primarily office space and the remaining one is solely office space. The value-oriented super-regional malls range in size from approximately 1.2 million to 1.5 million square feet of GLA. These Properties combine retail outlets, manufacturers' off-price stores and other value-oriented tenants. As of December 31, 1999, value-oriented super-regional malls represented 2.9% of total GLA, 4.7% of Owned GLA and 4.7% of the total annualized base rent of the Properties. As of December 31, 1999, approximately 90.6% 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 95.1% of the Owned GLA in the value-oriented super-regional malls was leased, and approximately 88.6% of Owned GLA in the community shopping centers was leased. Of the 259 Properties, 178 are owned 100% by Simon Group and the remainder are held as joint venture interests. Simon Group is the managing or co-managing general partner or member of all but nine of the Properties held as joint venture interests. 8
Additional Information The following table sets forth certain information, as of December 31, 1999, regarding the Properties: <TABLE> <CAPTION> Ownership Simon Interest Group's (Expiration if Percentage Year Built or Total Name/Location Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors ------------- -------------- ------------ ------------- ---------- ------------------------- <S> <C> <C> <C> <C> <C> REGIONAL MALLS 1. Alton Square Fee 100.0 Acquired 1993 639,640 Sears, JCPenney, Famous Alton, IL Barr 2. Amigoland Mall Fee 100.0 Built 1974 558,707 Dillard's, JCPenney, Ward, Brownsville, TX Beall's 3. Anderson Mall Fee 100.0 Built 1972 634,542 Belk (3), JCPenney, Sears Anderson, SC 4. Apple Blossom Mall Fee 49.1 Acquired 1999 438,133 Belk, JCPenney, Sears Winchester, VA 5. Arsenal Mall Fee 100.0 Acquired 1999 500,924 Ann & Hope, Marshall's Watertown, MA (4) 6. Atrium Mall Fee 49.1 Acquired 1999 216,147 Border Books & Music Chestnut Hill, MA 7. Auburn Mall Fee 49.1 Acquired 1999 595,316 Filene's, Sears, Caldor (5) Auburn, MA 8. Aurora Mall Fee 100.0 Acquired 1998 1,014,019 JCPenney, Foley's (3), Sears Aurora, CO 9. Aventura Mall (6) Fee 33.3 Built 1983 1,922,783 Macy's, Sears, Bloomingdales, Miami, FL JCPenney, Lord & Taylor, Burdines, AMC Theatre 10. Avenues, The Fee 25.0 Built 1990 1,112,648 Belk, Dillard's, JCPenney, Jacksonville, FL Parisian, Sears 11. Barton Creek Square Fee 100.0 Built 1981 1,399,358 Dillard's (3), Foley's, Austin, TX JCPenney, Sears, Ward, General Cinema 12. Battlefield Mall Fee and Ground 100.0 Built 1970 1,196,577 Dillard's, Famous Barr, Ward, Springfield, MO Lease (2056) Sears, JCPenney 13. Bay Park Square Fee 100.0 Built 1980 665,323 Elder-Beerman, Kohl's, Ward, Green Bay, WI Shopko 14. Bergen Mall Fee and Ground 100.0 Acquired 1987 925,035 Off 5th-Saks Fifth Avenue Paramus, NJ Lease (7) (2061) Outlet, Value City Furniture, Stern's, Marshall's 15. Biltmore Square Fee (8) 66.7 Built 1989 494,811 Belk, Dillard's, Proffitt's, Asheville, NC Goody's 16. Boynton Beach Mall Fee 100.0 Built 1985 1,186,321 Macy's, Burdines, Sears, Boynton Beach, FL Dillard's (3), JCPenney </TABLE> 9
<TABLE> <CAPTION> Ownership Simon Interest Group's (Expiration if Percentage Year Built Total Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors ------------- ----------------- ------------ ------------- --------- ------------------------- <S> <C> <C> <C> <C> <C> 17. Brea Mall Fee 100.0 Acquired 1998 1,302,336 Macy's, JCPenney, Brea, CA Robinsons-May, Nordstrom, Sears 18. Broadway Square Fee 100.0 Acquired 1994 619,600 Dillard's, JCPenney, Sears Tyler, TX 19. Brunswick Square Fee 100.0 Built 1973 768,961 Macy's, JCPenney, Barnes & East Brunswick, NJ Noble, Brunswick Square Movies 20. Burlington Mall Ground Lease 100.0 Acquired 1998 1,251,266 Macy's, Lord & Taylor, Burlington, MA (2048) Filene's, Sears 21. Cape Cod Mall Ground Leases (7) 49.1 Acquired 1999 718,410 Macy's, Filene's, Hyannis, MA (2009-2073) Marshall's, Sears, Best Buy, Barnes & Noble (9), Hoyt's Cinemas 22. Castleton Square Fee 100.0 Built 1972 1,455,078 Galyan's, LS Ayres, Lazarus, Indianapolis, IN JCPenney, Sears, Von Maur 23. Century III Mall Fee 100.0 Built 1979 1,287,430 JCPenney, Sears, T.J. Maxx, Pittsburgh, PA Kauufmann's (3), Wickes Furniture 24. Charlottesville Ground Lease (2076) 100.0 Acquired 1997 573,839 Belk (3), JCPenney, Sears Fashion Square Charlottesville, VA 25. Chautauqua Mall Fee 100.0 Built 1971 440,688 Sears, JCPenney, Office Max, Jamestown, NY Old Navy, The Bon Ton 26. Cheltenham Square Fee 100.0 Built 1981 636,441 Burlington Coat Factory, Home Philadelphia, PA Depot, Value City, Seaman's Furniture, Shop Rite, United Artist Theatre 27. Chesapeake Square Fee and Ground (8) 75.0 Built 1989 800,176 Dillard's (3), JCPenney, Chesapeake, VA Lease (2062) Sears, Ward, Hecht's 28. Cielo Vista Mall Fee and Ground 100.0 Built 1974 1,193,037 Dillard's (3), JCPenney, El Paso, TX Lease (10) (2027) Ward, Sears 29. Circle Centre Property Lease 14.7 Built 1995 793,687 Nordstrom, Parisian, United Indianapolis, IN (2097) Artists Theatre 30. College Mall Fee and Ground 100.0 Built 1965 708,127 Sears, Lazarus, L.S. Ayres, Bloomington, IN Lease (10) (2048) Target, JCPenney 31. Columbia Center Fee 100.0 Acquired 1987 772,524 Sears, JCPenney, Lamonts, Kennewick, WA Barnes & Noble, The Bon Marche, Regal Cinema 32. Coral Square Fee 50.0 Built 1984 946,615 Dillard's, JCPenney, Sears, Coral Springs, FL Burdines (3) 33. Cordova Mall Fee 100.0 Acquired 1998 853,654 Ward, Parisian, Dillard's (3) Pensecola, FL </TABLE> 10
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchor/Specialty Anchors ------------- -------------- ------------ ------------ ----------- ------------------------ <S> <C> <C> <C> <C> <C> 34. Cottonwood Mall Fee 100.0 Built 1996 1,039,450 Dillard's, Foley's, Albuquerque, NM JCPenney, Mervyn's, Ward, United Artists Theatre 35. Crossroads Mall Fee 100.0 Acquired 865,528 Dillard's, Sears, Younkers, Omaha, NE 1994 Barnes & Noble 36. Crystal Mall Fee 74.6 Acquired 780,988 Macy's, Filene's, JCPenney, Waterford, CT 1998 Sears 37. Crystal River Mall Fee 100.0 Built 1990 425,885 JCPenney, Sears, Belk, Kmart, Crystal River, FL Regal Cinema 38. Dadeland Mall Fee 50.0 Acquired 1,405,683 Saks Fifth Avenue, JCPenney, Miami, FL 1997 Burdine's, Burdine's Home Gallery, Limited, Lord & Taylor 39. DeSoto Square Fee 100.0 Built 1973 688,452 JCPenney, Sears, Dillard's, Bradenton, FL Burdines, Regal Cinema 40. Eastern Hills Mall Fee 100.0 Built 1971 997,894 Sears, JCPenney, The Bon Ton, Buffalo, NY Kaufmann's, Burlington Coat Factory 41. Eastland Mall Fee 50.0 Acquired 902,676 JC Penney, De Jong's, Famous Evansville, IN 1998 Barr, Lazarus 42. Eastland Mall Fee 100.0 Built 1986 707,974 Dillard's, JCPenney, Mervyn's Tulsa, OK Hollywood Cinema, (11) 43. Edison Mall Fee 100.0 Acquired 1,044,562 Dillard's, JCPenney, Sears, Fort Meyers, FL 1997 Burdines (3) 44. Emerald Square Fee 49.1 Acquired 1,006,803 Filene's, JCPenney, Lord & North Attleborough, MA 1999 Taylor, Sears 45. Empire Mall (6) Fee and Ground 50.0 Acquired 1,044,564 JCPenney, Younkers, Sears, Sioux Falls, SD Lease (7) (2013) 1998 Daytons, (11) 46. Fashion Mall at Keystone Ground Lease (2067) 100.0 Acquired 651,315 Jacobsons, Parisian at the Crossing, The 1997 Indianapolis, IN 47. Florida Mall, The Fee 50.0 Built 1986 1,633,929 Dillard's, JCPenney, Orlando, FL Parisian, Saks Fifth Avenue, Sears, Burdines 48. Forest Mall Fee 100.0 Built 1973 474,127 JCPenney, Kohl's, Younkers, Fond Du Lac, WI Sears, Staples 49. Forest Village Park Mall Fee 100.0 Built 1980 417,967 JCPenney, Kmart Forestville, MD 50. Fremont Mall Fee 100.0 Built 1966 199,110 JCPenney, 1/2 Price Store Fremont, NE </TABLE> 11
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchor/Specialty Anchors ------------- -------------- ------------ ----------- ----- ------------------------ <S> <C> <C> <C> <C> <C> 51. Golden Ring Mall Fee 100.0 Built 1974 719,679 Hecht's, Ward, United Baltimore, MD Artists, Caldor (5) 52. Granite Run Mall Fee 50.0 Acquired 1,022,984 JCPenney, Sears, Boscovs Media, PA 1998 53. Great Lakes Mall Fee 100.0 Built 1961 1,311,490 Dillard's (3), Kaufmann's, Cleveland, OH JCPenney, Sears 54. Greendale Mall Fee and Ground 49.1 Acquired 430,769 Best Buy, Marshall's, T.J. Worcester, MA Lease (7) (2009) 1999 (12) Maxx & More, (11) 55. Greenwood Park Fee 100.0 Acquired 1,269,512 JCPenney, JCPenney Home Mall 1979 Store, Lazarus, L.S. Ayres, Greenwood, IN Sears, Service Merchandise, Von Maur 56. Gulf View Square Fee 100.0 Built 1980 802,592 Sears, Dillard's, Ward, Port Richey, FL JCPenney, Burdines 57. Gwinnett Place Fee 50.0 Acquired 1,248,363 Parisian, Macy's, Rich's Atlanta, GA 1998 JCPenney, Sears 58. Haywood Mall Fee and Ground 100.0 Acquired 1,244,330 Rich's, Sears, Dillard's, Greensville, SC Lease (7) (2017) 1998 JCPenney, Belk Simpson 59. Heritage Park Mall Fee 100.0 Built 1978 607,800 Dillard's, Sears, Ward Midwest City, OK 60. Highland Mall (6) Fee and Ground 50.0 Acquired 1,091,897 Dillard's (3), Foley's, Austin, TX Lease (2070) 1998 JCPenney 61. Hutchinson Mall Fee 100.0 Built 1985 525,709 Dillard's, JCPenney, Sears, Hutchinson, KS Hobby Lobby, Orscheln's Farm Supply, Cinema 8 62. Independence Center Fee 100.0 Acquired 1,022,477 Dillard's, Sears (3), The Independence, MO 1994 Jones Store Co. 63. Indian River Mall Fee 50.0 Built 1996 747,614 Sears, JCPenney, Dillard's, Vero Beach, FL Burdines, AMC Theatre 64. Ingram Park Mall Fee 100.0 Built 1979 1,129,905 Dillard's (3), Foley's, San Antonio, TX JCPenney, Sears, Beall's 65. Irving Mall Fee 100.0 Built 1971 1,114,175 Foley's, Dillard's, Old Navy, Irving, TX JCPenney, Mervyn's, Sears, Barnes & Noble, General Cinema 66. Jefferson Valley Mall Fee 100.0 Built 1983 591,241 Macy's, Sears, United Artist Yorktown Heights, NY Theatre, Home Decor 67. Knoxville Center Fee 100.0 Built 1984 981,354 Dillard's, JCPenney, Knoxville, TN Proffitt's, Sears, Regal Cinema, Service Merchandise (5) </TABLE> 12
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors ------------- -------------------- ------------- ------------- ----- ------------------------- <S> <C> <C> <C> <C> <C> 68. La Plaza Fee and Ground 100.0 Built 1976 997,077 Dillard's, JCPenney, Foley's, McAllen, TX Lease (7) (2040) Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand 69. Lafayette Square Fee 100.0 Built 1968 1,165,508 JCPenney, LS Ayres, Sears, Indianapolis, IN Lazarus, Home Place, Burlington Coat Factory 70. Laguna Hills Mall Fee 100.0 Acquired 868,144 Macy's, JCPenney, Sears Laguna Hills, CA 1997 71. Lake Square Mall Fee 50.0 Acquired 561,077 JCPenney, Sears, Belk, Leesburg, FL 1998 Target, AMC 6 Theatres 72. Lakeland Square (13) Fee 50.0 Built 1988 900,551 Belk, Dillard's (3), Lakeland, FL JCPenney, Sears, Burdines 73. Lakeline Mall Fee 100.0 Built 1995 1,102,242 Dillard's, Foley's, Sears, N. Austin, TX JCPenney, Mervyn's, Regal Cinema 74. Lenox Square Fee 100.0 Acquired 1,427,394 Neiman Marcus, Macy's, Atlanta, GA 1998 Rich's, United Artists Theatres 75. Liberty Tree Mall Fee 49.1 Acquired 850,486 Ann & Hope, Marshall's, Newton, MA 1999 Sports Authority, Target, Loews Theatre 76. Lima Mall Fee 100.0 Built 1965 743,480 Elder-Beerman, Sears, Lima, OH Lazarus, JCPenney 77. Lincolnwood Town Center Fee 100.0 Built 1990 441,162 JCPenney, Carson Pirie Scott Lincolnwood, IL 78. Lindale Mall (6) Fee 50.0 Acquired 690,549 Von Maur, Sears, Younkers Cedar Rapids, IA 1998 79. Livingston Mall Fee 100.0 Acquired 984,752 Macy's, Sears, Lord & Taylor Livingston, NJ 1998 80. Longview Mall Fee 100.0 Built 1978 616,505 Dillard's (3), JCPenney, Longview, TX Sears, Service Merchandise, Beall's 81. Machesney Park Mall Fee 100.0 Built 1979 555,984 JCPenney, Kohl's, Seventh Rockford, IL Avenue Direct, Bergners, Kerasotes Theatre 82. Mall at Rockingham Park Fee 24.6 Acquired 996,868 Macy's, Filene's, JCPenney, Salem, NH 1999 Sears 83. Mall of America Fee (14) 27.5 Acquired 2,777,511 Macy's, Bloomingdales, Minneapolis, MN 1999 Nordstrom, Sears, Knott's Camp Snoopy, General Cinema </TABLE> 13
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchor/Specialty Anchors -------------- -------------------- ------------ ----------- ----- ------------------------ <C> <S> <C> <C> <C> <C> <C> 84. Mall of Georgia Fee 50.0 Built 1999 1,491,432 Lord & Taylor, Rich's (9), Gwinnett County, GA Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom (9), Bed, Bath & Beyond, Regal Cinema 85. Mall of New Hampshire Fee 49.1 Acquired 800,269 Filene's, JCPenney, Sears, Manchester, NH 1999 Best Buy 86. Markland Mall Ground Lease 100.0 Built 1968 394,569 Lazarus, Sears, Target Kokomo, IN (2041) 87. McCain Mall Ground Lease 100.0 Built 1973 776,918 Sears, Dillard's, JCPenney, N. Little Rock, AR (15) (2032) M.M. Cohn 88. Melbourne Square Fee 100.0 Built 1982 737,824 Belk, Dillard's (3), Melbourne, FL JCPenney, Burdines 89. Memorial Mall Fee 100.0 Built 1969 416,742 JCPenney, Kohl's, Sears Sheboygan, WI 90. Menlo Park Mall Fee 100.0 Acquired 1,292,897 Macy's (3), Nordstrom, Edison, NJ 1997 (16) Cineplex Odeon 91. Mesa Mall (6) Fee 50.0 Acquired 856,258 Sears, Herberger's, Grand Junction, CO 1998 JCPenney, Target, Mervyn's 92. Metrocenter (17) Fee 50.0 Acquired 1,356,214 Macy's, Dillard's, Phoenix, AZ 1998 Robinsons-May, JCPenney, Sears, Harkins Theatres 93. Miami Fee 60.0 Built 1982 976,465 Sears, Dillard's, JCPenney, International Mall Burdines (3) Miami, FL 94. Midland Park Mall Fee 100.0 Built 1980 614,666 Dillard's (3), JCPenney, Midland, TX Sears, Beall's 95. Miller Hill Mall Fee 100.0 Built 1973 815,244 JCPenney, Sears, Younkers, Duluth, MN Northstar Ford 96. Mounds Mall Ground Lease 100.0 Built 1965 407,681 Elder-Beerman, JCPenney, Anderson, IN (2033) Sears 97. Muncie Mall Fee 100.0 Built 1970 659,879 JCPenney, L.S. Ayres, Sears, Muncie, IN Elder Beerman, (11) 98. Nanuet Mall Fee 100.0 Acquired 914,892 Macy's, Stern's, Sears Nanuet, NY 1998 99. North East Mall Fee 100.0 Built 1971 1,213,305 Saks Fifth Avenue (9), Hurst, TX Nordstrom (9), Dillard's, JCPenney, Ward, Sears 100. North Towne Square Fee 100.0 Built 1980 749,070 Dillard's, Ward, (11) Toledo, OH 101. Northfield Square Fee (8) 31.6 Built 1990 558,237 Sears, JCPenney, Cinemark Bradley, IL Movies 10, Carson Pirie Scott (3) </TABLE> 14
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location Lease) (1) if Interest (2) or Acquired GLA Anchor/Specialty Anchors ------------- -------------------- -------------- ---------- ----- ------------------------ <C> <S> <C> <C> <C> <C> <C> 102. Northgate Mall Fee 100.0 Acquired 1,097,163 Nordstrom, JCPenney, Seattle, WA 1987 (18) Lamonts, The Bon Marche 103. Northlake Mall Fee 100.0 Acquired 963,463 Parisian, Macy's, Sears, Atlanta, GA 1998 JCPenney 104. Northpark Mall Fee 50.0 Acquired 1,040,868 Von Maur, Younkers, Ward, Davenport, IA 1998 JCPenney, Sears 105. Northshore Mall Fee 49.1 Acquired 1,677,897 Macy's, Filene's, JCPenney, Peabody, MA 1999 Lord & Taylor, Sears 106. Northwoods Mall Fee 100.0 Acquired 668,122 Famous Barr, JCPenney, Peoria, IL 1983 Sears 107. Oak Court Mall Fee 100.0 Acquired 852,085 Dillard's (3), Goldsmith's Memphis, TN 1997 (19) 108. Ocean County Mall Fee 100.0 Acquired 873,761 Macy's, JCPenney, Stern's, Toms River, NJ 1998 Sears 109. Orange Park Mall Fee 100.0 Acquired 929,179 Dillard's, JCPenney, Sears, Jacksonville, FL 1994 Belk, AMC 24 Theatres 110. Orland Square Fee 100.0 Acquired 1,246,381 JCPenney, Marshall Field, Orland Park, IL 1997 Sears, Carson Pirie Scott 111. Paddock Mall Fee 100.0 Built 1980 560,087 JCPenney, Sears, Belk, Ocala, FL Burdines 112. Palm Beach Mall Fee 100.0 Built 1967 1,016,396 Dillard's (9), JCPenney, West Palm Beach, FL Sears, Lord & Taylor, Burdines, Borders Books & Music, Barnes & Noble (9) 113. Phipps Plaza Fee 100.0 Acquired 821,275 Lord & Taylor, Parisian, Saks Atlanta, GA 1998 Fifth Avenue, AMC Theatres 114. Port Charlotte Ground Lease (8) 80.0 Built 1989 780,887 Dillard's, Ward, JCPenney, Town Center (2064) Sears, Burdines, Regal Port Charlotte, FL Cinema 115. Prien Lake Mall Fee and Ground 100.0 Built 1972 815,641 Dillards, JCPenney, Ward, Lake Charles, LA Lease (7) (2025) Sears, The White House 116. Raleigh Springs Mall Fee and Ground 100.0 Built 1979 901,397 Dillard's, Sears, JCPenney, Memphis, TN Lease (7) (2018) Malco Theatres, Goldsmith's 117. Randall Park Mall Fee 100.0 Built 1976 1,580,417 Dillard's, Kaufmann's, Cleveland, OH JCPenney, Sears, Burlington Coat Factory, Magic Johnson Theatres 118. Richardson Square Fee 100.0 Built 1977 747,194 Dillard's, Sears, Stein Mart, Dallas, TX Ward, Old Navy, Ross Dress for Less, Barnes & Noble 119. Richmond Square Fee 100.0 Built 1966 390,703 Dillard's, JCPenney, Sears, Richmond, IN Office Max </TABLE> 15
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchor/Specialty Anchors -------------- -------------------- ------------- ----------- ----- ------------------------ <C> <S> <C> <C> <C> <C> <C> 120. Richmond Town Square Fee 100.0 Built 1966 937,530 Sears, JCPenney, Cleveland, OH Kaufmann's, Sony Theatres (9), Barnes & Noble (9), Old Navy 121. River Oaks Center Fee 100.0 Acquired 1,338,499 Sears, JCPenney, Carson Calumet City, IL 1997 (20) Pirie Scott, Cineplex Odeon, Marshall Field's 122. Rockaway Townsquare Fee 100.0 Acquired 1,240,089 Macy's, Lord & Taylor, Rockaway, NJ 1998 JCPenney, Sears 123. Rolling Oaks Mall Fee 100.0 Built 1988 756,455 Sears, Dillard's, Foley's, North San Antonio, TX Beall's 124. Roosevelt Field Mall Ground Lease (7) 100.0 Acquired 2,176,922 Macy's, Bloomingdale's, Garden City, NY (2090) 1998 JCPenney, Nordstrom, Stern's 125. Ross Park Mall Fee 100.0 Built 1986 1,275,426 Lazarus, JCPenney, Sears, Pittsburgh, PA Kaufmann's, Media Play (9) 126. Rushmore Mall (6) Fee 50.0 Acquired 834,384 JCPenney, Sears, Rapid City, SD 1998 Herberger's, Hobby Lobby, Target 127. St. Charles Towne Center Fee 100.0 Built 1990 1,053,050 Sears, JCPenney, Kohl's, Waldorf, MD Ward, Hecht's 128. Santa Rosa Plaza Fee 100.0 Acquired 699,538 Macy's, Mervyn's, Sears Santa Rosa, CA 1998 129. Seminole Towne Fee 45.0 Built 1995 1,153,761 Dillard's, JCPenney, Center Parisian, Sears, Burdines Sanford, FL 130. Shops at Mission Viejo Fee 100.0 Built 1979 1,038,380 Macy's, Saks Fifth Avenue, Mall, The Robinsons - May (3), Mission Viejo, CA Nordstrom 131. Smith Haven Mall Fee 25.0 Acquired 1,332,770 Macy's, Sears, JCPenney, Lake Grove, NY 1995 Sterns 132. Solomon Pond Mall Fee 49.1 Acquired 880,512 Filene's, Sears, JCPenney, Marlborough, MA 1999 Linens `N Things, Hoyt's 133. Source, The Fee 25.0 Built 1997 729,554 Off 5/th/-Saks Fifth Avenue, Long Island, NY Fortunoff, Loehmann's, Nordstrom Rack, Old Navy, ABC Home, Circuit City, Virgin Megastore 134. South Hills Village Fee 100.0 Acquired 1,118,985 Sears, Kaufmann's, Lazarus Pittsburgh, PA 1997 135. South Park Mall Fee 100.0 Built 1975 858,667 Dillard's, JCPenney, Shreveport, LA Burlington Coat Factory, Regal Cinema, Stage, Ward (5) </TABLE> 16
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchor/Specialty Anchors -------------- -------------------- ------------- ----------- ----- ------------------------ <C> <S> <C> <C> <C> <C> <C> 136. South Shore Plaza Fee 100.0 Acquired 1,434,279 Macy's, Filene's, Lord & Braintree, MA 1998 Taylor, Sears 137. Southern Hills Mall (6) Fee 50.0 Acquired 752,471 Younkers, Sears, Target, Sioux City, IA 1998 Carmike Cinemas 138. Southern Park Mall Fee 100.0 Built 1970 1,201,466 Dillard's, JCPenney, Sears, Youngstown, OH Kaufmann's 139. Southgate Mall Fee 100.0 Acquired 321,564 Sears, Dillard's, JCPenney, Yuma, AZ 1988 Hastings 140. SouthPark Mall Fee 50.0 Acquired 1,034,852 JCPenney, Ward, Younkers, Moline, IL 1998 Sears, Von Maur 141. SouthRidge Mall (6) Fee 50.0 Acquired 1,008,607 Sears, Younkers, JCPenney, Des Moines, IA 1998 Target, Carmike Cinemas, (11) 142. Square One Mall Fee 49.1 Acquired 848,186 Filene's, Sears, Service Saugus, MA 1999 Merchandise, TJMaxx & More 143. Summit Mall Fee 100.0 Built 1965 694,332 Dillard's (3), Kaufmann's Akron, OH 144. Sunland Park Mall Fee 100.0 Built 1988 923,251 JCPenney, Mervyn's, Sears, El Paso, TX Dillard's (3), General Cinemas 145. Tacoma Mall Fee 100.0 Acquired 1,270,949 Nordstrom, Sears, JCPenney, Tacoma, WA 1987 The Bon Marche, Mervyn's 146. Tippecanoe Mall Fee 100.0 Built 1973 856,114 Lazarus, Sears, L.S. Ayres, Lafayette, IN JCPenney, Kohl's 147. Town Center at Boca Fee 100.0 Acquired 1,228,330 Lord & Taylor, Saks Fifth Raton 1998 Avenue, Bloomingdale's, Boca Raton, FL Sears, Burdines, Nordstrom (9) 148. Town Center at Cobb Fee 50.0 Acquired 1,272,498 Macy's, Parisian, Sears, Atlanta, GA 1998 JCPenney, Rich's 149. Towne East Square Fee 100.0 Built 1975 1,148,431 Dillard's, JCPenney, Sears Wichita, KS 150. Towne West Square Fee 100.0 Built 1980 965,592 Dillard's, Sears, JCPenney, Wichita, KS Ward, Service Merchandise, (11) 151. Treasure Coast Square Fee 100.0 Built 1987 783,513 Dillard's (3), Sears, Jenson Beach, FL JCPenney, Burdines 152. Tyrone Square Fee 100.0 Built 1972 1,123,147 Dillard's, JCPenney, Sears, St. Petersburg, FL Borders, Burdines 153. University Mall Ground Lease 100.0 Built 1967 565,400 JCPenney, M.M. Cohn, Ward Little Rock, AR (2026) </TABLE> 17
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- <S> <C> <C> <C> <C> <C> 154. University Mall Fee 100.0 Acquired 712,161 JCPenney, Sears, McRae's, Pensacola, FL 1994 United Artists 155. University Park Mall Fee 60.0 Built 1979 942,215 LS Ayres, JCPenney, Sears, South Bend, IN Marshall Fields 156. Upper Valley Mall Fee 100.0 Built 1971 751,682 Lazarus, JCPenney, Sears, Springfield, OH Elder-Beerman 157. Valle Vista Mall Fee 100.0 Built 1983 656,085 Dillard's, Mervyn's, Sears, Harlingen, TX JCPenney, Marshalls, Beall's 158. Valley Mall Fee 50.0 Acquired 482,370 JCPenney, Belk, Wal-Mart, Harrisonburg, VA 1998 Peebles 159. Virginia Center Fee 100.0 Built 1991 786,927 Dillard's (3), Hecht's, Commons JCPenney, Sears Richmond, VA 160. Walt Whitman Mall Ground Rent 98.0 Acquired 1,028,086 Macy's, Lord & Taylor, Huntington Station, NY (2012) 1998 Bloomingdale's, Saks Fifth Avenue 161. Washington Square Fee 100.0 Built 1974 1,133,791 L.S. Ayres, Lazarus, Target, Indianapolis, IN JCPenney, Sears 162. West Ridge Mall Fee 100.0 Built 1988 1,042,349 Dillard's, JCPenney, The Topeka, KS (21) Jones Store, Sears, Ward 163. West Town Mall Ground Lease 50.0 Acquired 1,338,212 Parisian, Dillard's, Knoxville, TN (2042) 1991 JCPenney, Proffitt's, Sears, Regal Cinema 164. Westchester, The Fee 50.0 Acquired 827,660 Neiman Marcus, Nordstrom White Plains, NY 1997 165. Westminster Mall Fee 100.0 Acquired 1,081,961 Sears, JCPenney, Westminster, CA 1998 Robinsons-May Home Store, Robinsons-May 166. White Oaks Mall Fee 77.0 Built 1977 903,013 Famous Barr, Ward, Sears, Springfield, IL Bergner's 167. Windsor Park Mall Fee 100.0 Built 1976 1,093,212 Ward, Dillard's (3), San Antonio, TX JCPenney, Mervyn's, Beall's 168. Woodville Mall Fee 100.0 Built 1969 772,889 Sears, Elder-Beerman, Toledo, OH Andersons, (11) </TABLE> 18
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- VALUE-ORIENTED REGIONAL MALLS - ----------------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> 1. Arizona Mills (6) Fee 26.3 Built 1997 1,233,884 Off 5th-Saks Fifth Avenue Tempe, AZ Outlet, JCPenney Outlet, Burlington Coat Factory, Oshman's Super Sport, Rainforest Cafe, GameWorks, Hi-Health, Linens `N Things, Ross Dress for Less, Group USA, Harkins Theatre, Marshalls, Last Call, Off Rodeo, Virgin Megastore, American Wilderness Experience 2. Concord Mills (6) Fee 37.5 Built 1999 1,281,240 Saks Fifth Avenue, Alabama Concord, NC Grill, AMC, Bass Pro, Bed, Bath & Beyond, Books-A-Million, Burlington Coat Factory, Group USA, Jillian's, T.J. Maxx, F.Y.E., Jeepers 3. Grapevine Mills (6) Fee 37.5 Built 1997 1,323,407 Off 5th-Saks Fifth Avenue Grapevine (Dallas/Ft. Outlet, JCPenney Outlet, Worth), TX Books-A-Million, Burlington Coat Factory, Rainforest Cafe, Group USA, Bed, Bath & Beyond, Polar Ice, AMC Theatres, GameWorks, American Wilderness Experience 4. Ontario Mills (6) Fee 25.0 Built 1996 1,471,096 Off 5th-Saks Fifth Avenue Ontario, CA Outlet, JCPenney Outlet, AMC Theatres, Burlington Coat Factory, Marshall's, Sports Authority, Dave & Busters, Group USA, American Wilderness Experience, T.J. Maxx, Foozles, Totally for Kids, Bed, Bath & Beyond, Off Rodeo, Mikasa, Virgin Megastore, GameWorks - ----------------------------------------------------------------------------------------------------------------------------------- SPECIALTY RETAIL CENTERS 1. The Forum Shops at Caesars Ground Lease (22) Built 1992 479,552 - Las Vegas, NV (2050) 2. The Shops at Sunset Place Fee 37.5 Built 1999 507,511 Niketown, Barnes & Noble, Miami, FL Gameworks, Virgin Megastore, Z Gallerie </TABLE> 19
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- <S> <C> <C> <C> <C> <C> 3. The Tower Shops Space Lease 50.0 Built 1996 59,079 - Las Vegas, NV (2051) 4. Trolley Square Fee 90.0 Aquired 225,535 - Salt Lake City, UT 1986 - ------------------------------------------------------------------------------------------------------------------------------------ OFFICE AND MIXED-USE PROPERTIES 1. Fashion Centre at Fee 21.0 Built 1989 988,955 Macy's, Nordstrom, Sony Pentagon City, The (23) Theatres Arlington, VA 2. Lenox Building, The Fee 100.0 Acquired 348,152 - Atlanta, GA 1998 3. New Orleans Fee and Ground 100.0 Built 1988 1,039,229 Macy's, Lord & Taylor Centre/CNG Tower Lease (2084) (24) New Orleans, LA 4. O'Hare International Fee 100.0 Built 1988 512,032 - Center (25) Rosemont, IL 5. Riverway Fee 100.0 Acquired 817,299 - Rosemont, IL 1991 (26) Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors/Specialty Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ COMMUNITY SHOPPING CENTERS 1. Arboretum, The Fee (27) 90.0 Acquired 212,391 Barnes & Noble, The Arbor Austin, TX 1998 Theater 2. Arvada Plaza Fee 100.0 Built 1966 96,831 King Soopers Arvada, CO 3. Aurora Plaza Ground Lease (2058) 100.0 Built 1965 150,209 King Soopers, MacFrugel's Aurora, CO Bargains, Super Saver Cinema 4. Bloomingdale Fee 100.0 Built 1987 598,561 Wal-Mart, Best Buy, T.J. Court Maxx N More, Cineplex Bloomingdale, IL Odeon, Frank's Nursery, Marshalls, Office Max, Old Navy, Service Merchandise, Dress Barn 5. Boardman Plaza Fee 100.0 Built 1951 652,400 AMES, Burlington Coat Youngstown, OH Factory, Giant Eagle, Michael's, Linens-N-Things, T.J. Maxx, (11) 6. Bridgeview Court Fee 100.0 Built 1988 278,184 Dominick's (5), (11) Bridgeview, IL </TABLE> 20
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- <S> <C> <C> <C> <C> <C> 7. Brightwood Plaza Fee 100.0 Built 1965 41,893 Preston Safeway Indianapolis, IN 8. Buffalo Grove Towne Fee 100.0 Built 1988 187,359 Eagle County Market, Center Buffalo Grove Theatres Buffalo Grove, IL 9. Celina Plaza Fee and Ground 100.0 Built 1978 32,622 El Paso, TX Lease (28) (2027) 10. Century Mall Fee 100.0 Acquired 415,324 Burlington Coat Factory, Merrillville, IN 1982 Ward 11. Charles Towne Square Fee 100.0 Built 1976 205,399 Ward, Regal Cinema Charleston, SC (29) 12. Chesapeake Center Fee 100.0 Built 1989 299,604 Service Merchandise, Phar Chesapeake, VA Mor, K-Mart 13. Cobblestone Court Fee and Ground 35.0 Built 1993 265,603 Dick's Sporting Goods, Victor, NY Lease (10) (2038) Kmart, Office Max 14. Countryside Plaza Fee and Ground 100.0 Built 1977 435,532 Best Buy, Old Country Countryside, IL Lease (10) (2058) Buffet, Kmart, (11) 15. Crystal Court Fee 35.0 Built 1989 284,743 Cub Foods, Wal-Mart, Crystal Lake, IL Service Merchandise, (11) 16. Eastgate Consumer Mall Fee 100.0 Acquired 465,694 Burlington Coat Factory Indianapolis, IN 1981 17. Eastland Convenience Ground Lease 50.0 Acquired 173,069 Service Merchandise, Center (2075) Marshalls, Kids "R" Us, Evansville, IN 1998 Toys "R" Us 18. Eastland Plaza Fee 100.0 Built 1986 188,229 Marshalls, Target, Toys Tulsa, OK "R" Us 19. Empire East (6) Fee 50.0 Acquired 271,351 Kohl's, Target, Carmike Sioux Falls, SD 1998 Cinemas 20. Fairfax Court Fee 26.3 Built 1992 258,746 Burlington Coat Factory, Fairfax, VA Circuit City Superstore, Today's Man 21. Forest Plaza Fee 100.0 Built 1985 413,886 Kohl's, Marshalls, Media Rockford, IL Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond 22. Fox River Plaza Fee 100.0 Built 1985 324,905 Big Lots, Builders Square Elgin, IL (5), Kmart, (11) 23. Gaitway Plaza Fee 23.3 Built 1989 229,973 Ward, Books-A-Million, Ocala, FL Office Depot, T.J. Maxx </TABLE> 21
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- <S> <C> <C> <C> <C> <C> 24. Glen Burnie Mall Fee 100.0 Built 1963 456,372 Ward Glen Burnie, MD 25. Great Lakes Plaza Fee 100.0 Built 1976 164,104 Circuit City, Best Buy, Cleveland, OH Michael's, Cost Plus World Market 26. Great Northeast Fee 50.0 Acquired 298,242 Sears, Phar Mor Plaza 1989 Philadelphia, PA 27. Greenwood Plus Fee 100.0 Built 1979 188,480 Best Buy, Kohl's Greenwood, IN 28. Griffith Park Plaza Ground Lease (2060) 100.0 Built 1979 274,230 Kmart, Service Merchandise, Griffith, IN (11) 29. Grove at Lakeland Fee 100.0 Built 1988 215,591 Wal-Mart, Sports Authority Square, The Lakeland, FL 30. Hammond Square (30) Space Lease (2011) 100.0 Built 1974 87,705 Burlington Coat Factory, Sandy Springs, GA Mimms Enterprises 31. Highland Lakes Fee 100.0 Built 1991 478,014 Target, Marshalls, Bed, Center Bath & Beyond, Goodings Orlando, FL Food Festival, Ross Dress for Less, Office Max 32. Indian River Commons Fee 50.0 Built 1997 264,690 HomePlace, Lowe's, Office Vero Beach, FL Max, (11) 33. Ingram Plaza Fee 100.0 Built 1980 111,518 - San Antonio, TX 34. Keystone Shoppes Ground Lease (2067) 100.0 Acquired 29,140 - Indianapolis, IN 1997 35. Knoxville Commons Fee 100.0 Built 1987 180,355 Office Max, Silk Tree Knoxville, TN Factory, Circuit City 36. Lake Plaza Fee 100.0 Built 1986 218,208 Pic `N Save, Home Owners Waukegan, IL Buyer's Outlet, (11) 37. Lake View Plaza Fee 100.0 Built 1986 388,594 Service Merchandise, Orland Park, IL Best Buy (3), Marshalls, Ulltra Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N-Things (3), Pet Care Plus, (11) </TABLE> 22
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built or Total Name/Location if Lease) (1) Interest (2) Acquired GLA Anchors - ----------------------- ----------------- --------------- ------------ ---------- -------------------------- <S> <C> <C> <C> <C> <C> 38. Lakeline Plaza Fee 100.0 Built 1998 344,669 Old Navy, Best Buy, Cost Austin, TX Plus World Market, Linens- N-Things, Office Max, Petsmart, Ross Dress for Less, T.J. Maxx, Party City, Ulta Cosmetics 39. Lima Center Fee 100.0 Built 1978 201,154 AMES, Hobby Lobby, Regal Lima, OH Cinema 40. Lincoln Crossing Fee 100.0 Built 1990 161,337 Wal-Mart, PetsMart O'Fallon, IL 41. Mainland Crossing Fee (8) 80.0 Built 1991 390,987 Hobby Lobby, Sam's Club, Galveston, TX Wal-Mart 42. Mall of Georgia Crossing Fee 50.0 Built 1999 440,512 Target, Nordstrom Rack, Best Gwinnett County, GA Buy, Staples, T.J. Maxx N More, (11) 43. Markland Plaza Fee 100.0 Built 1974 111,166 Spiece, (11) Kokomo, IN 44. Martinsville Plaza Space Lease (2036) 100.0 Built 1967 102,162 Rose's Martinsville, VA 45. Marwood Plaza Fee 100.0 Built 1962 105,785 Kroger Indianapolis, IN 46. Matteson Plaza Fee 100.0 Built 1988 275,455 Service Merchandise, Matteson, IL Dominick's, Michael's Arts & Crafts, Value City 47. Memorial Plaza Fee 100.0 Built 1966 131,177 Office Max, (11) Sheboygan, WI 48. Mounds Mall Cinema Fee 100.0 Built 1974 7,500 Kerasotes Theater Anderson, IN 49. Muncie Plaza Fee 100.0 Built 1998 172,651 Kohl's, Office Max, Shoe Muncie, IN Carnival, T.J. Maxx 50. New Castle Plaza Fee 100.0 Built 1966 91,648 Goody's New Castle, IN 51. North Ridge Plaza Fee 100.0 Built 1985 367,282 Service Merchandise, Best Joliet, IL Buy, Cub Foods, Hobby Lobby, Office Max 52. North Riverside Park Fee 100.0 Built 1977 119,608 Dominick's Plaza North Riverside, IL 53. Northland Plaza Fee and Ground Lease 100.0 Built 1988 209,515 Marshalls, Phar-Mor, Service Columbus, OH (7) (2085) Merchandise (5) </TABLE> 23
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchors -------------- -------------------- -------------- ----------- ----- ------- <C> <S> <C> <C> <C> <C> <C> 54. Northwood Plaza Fee 100.0 Built 1974 209,374 Target, Cinema Grill, (11) Fort Wayne, IN 55. Park Plaza Fee and Ground 100.0 Built 1968 109,480 Walmart (5) Hopkinsville, KY Lease (7) (2039) 56. Plaza at Buckland Fee 35.0 Built 1993 336,935 Toys "R" Us, Jo-Ann Etc., Manchester, CT Kids "R" Us, Service Merchandise, Comp USA, Linens-N-Thing's, Party City, Bolton's, The Floor Store 57. Regency Plaza Fee 100.0 Built 1988 287,526 Wal-Mart, Sam's Wholesale St. Charles, MO 58. Ridgewood Court Fee 35.0 Built 1993 240,844 T.J. Maxx, Service Jackson, MS Merchandise, (11) 59. Rockaway Convenience Fee 100.0 Acquired 135,283 Kids "R" Us, AMCE Center 1998 Grocery, American Multi Rockaway, NJ Cinema 60. Royal Eagle Plaza Fee 35.0 Built 1989 199,118 Kmart, Stein Mart Coral Springs, FL 61. Shops at Northeast Plaza, Fee 100.0 Built 1999 226,611 Old Navy, Nordstrom Rack, The Bed, Bath & Beyond, Office Hurst, TX Max, Michael's, Petsmart, T.J. Maxx, Ultra Cosmetics, Best Buy 62. St. Charles Towne Plaza Fee 100.0 Built 1987 432,860 Value City Furniture, T.J. Waldorf, MD Maxx, Ames, Jo Ann Fabrics, CVS, Shoppers Food Warehouse (11) 63. Teal Plaza Fee 100.0 Built 1962 101,087 Circuit City, Hobby-Lobby, Lafayette, IN The Pep Boys 64. Terrace at The Florida Fee 100.0 Built 1989 332,980 Marshalls, Service Mall Merchandise, Target, Home Orlando, FL Place, (11) 65. Tippecanoe Plaza Fee 100.0 Built 1974 94,598 Best Buy, Barnes & Noble Lafayette, IN 66. University Center Fee 60.0 Built 1980 150,548 Best Buy, Michaels, Service South Bend, IN Merchandise 67. Village Park Plaza Fee 35.0 Built 1990 503,070 Wal-Mart, Galyan's, Frank's Westfield, IN Nursery, Jo-Ann Fabrics, Kohl's, Marsh 68. Wabash Village Ground Lease 100.0 Built 1970 124,748 Kmart West Lafayette, IN (2063) </TABLE> 24
<TABLE> <CAPTION> Ownership Simon Group's Interest (Expiration Percentage Year Built Total Name/Location if Lease) (1) Interest (2) or Acquired GLA Anchors -------------- -------------------- ------------- ----------- ----- ------- <C> <S> <C> <C> <C> <C> <C> 69. Washington Plaza Fee 100.0 Built 1976 50,107 Kids "R" Us Indianapolis, IN 70. Waterford Lakes Town Fee 100.0 Built 1999 544,048 Super Target, T.J. Maxx, Center Barnes & Noble, Regal 20- Orlando, FL Plex, Ross Dress for Less, Petsmart, Bed, Bath & Beyond, (11) 71. West Ridge Plaza Fee 100.0 Built 1988 237,729 Target, T.J. Maxx, Toys "R" Topeka, KS Us, Magic Forest 72. West Town Corners Fee 23.3 Built 1989 384,988 Wal-Mart, Service Altamonte Springs, FL Merchandise, Sports Authority, PetsMart, Winn Dixie 73. Westland Park Plaza Fee 23.3 Built 1989 163,154 Burlington Coat Factory, Orange Park, FL PetsMart, Sports Authority 74. White Oaks Plaza Fee 100.0 Built 1986 400,303 Kohl's, Kids "R" Us, Office Springfield, IL Max, T.J. Maxx, Toys "R" Us, Cub Foods 75. Wichita Mall Ground Lease 100.0 Built 1969 379,461 Ward, Office Max, (11) Wichita, KS (2022) 76. Willow Knolls Court Fee 35.0 Built 1990 382,377 Kohl's, Phar-Mor, Sam's Peoria, IL Wholesale Club, Willow Knolls Theaters 14 77. Wood Plaza Ground Lease 100.0 Built 1968 94,993 Country General Fort Dodge, IA (2045) 78. Yards Plaza, The Fee 35.0 Built 1990 273,054 Burlington Coat Factory, Chicago, IL Ward, Dominick's (5) </TABLE> 25
PROPERTIES UNDER CONSTRUCTION <TABLE> <C> <S> <C> <C> <C> <C> <C> 1. Arundel Mills Fee 37.5 (31) 1,400,000 Sun & Ski Sports, For Your Anne Arundel, MD Entertainment, Iguana Amerimex, Jillian's, Bed, Bath & Beyond 2. Orlando Premium Outlets Fee 50.0 (32) 433,000 Orlando, FL - ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> Footnotes: ---------- (1) The date listed is the expiration date of the last renewal option available to the SPG Operating Partnership under the ground lease. In a majority of the ground leases, the lessee has either a right of first refusal or the right to purchase the lessor's interest. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective Property. (2) The SPG Operating Partnership's interests in some of the Properties held as joint venture interests are subject to preferences on distributions in favor of other partners or the SPG Operating Partnership. (3) This retailer operates two stores at this Property. (4) Primarily retail space with approximately 105,800 square feet of office space. (5) Indicates anchor has closed, but the SPG Operating Partnership still collects rents and/or fees under an agreement. (6) This Property is managed by a third party. (7) Indicates ground lease covers less than 15% of the acreage of this Property . (8) The SPG Operating Partnership receives substantially all of the economic benefit of these Properties. (9) Indicates anchor is currently under construction. (10) Indicates ground lease(s) cover(s) less than 50% of the acreage of the Property. (11) Includes an anchor space currently vacant. (12) Primarily retail space with approximately 119,900 square feet of office space. (13) The SPG Operating Partnership sold its 50% interest effective January 31, 2000. (14) The SPG Operating Partnership is entitled to 50% of the economic benefits of this property. (15) Indicates ground lease covers all of the Property except for parcels owned in fee by anchors. (16) Primarily retail space with approximately 52,000 square feet of office space. (17) The SPG Operating Partnership assumed management effective January 1, 2000. (18) Primarily retail space with approximately 69,900 square feet of office space. (19) Primarily retail space with approximately 129,500 square feet of office space. (20) Primarily retail space with approximately 73,800 square feet of office space. (21) Includes outlots in which the SPG Operating Partnership has an 85% interest and which represent less than 3% of the GLA and total annualized base rent for the Property. (22) The SPG Operating Partnership owns 60% of the original phase of this Property and 55% of phase II. (23) Primarily retail space with approximately 167,100 square feet of office space. (24) Primarily retail space with approximately 499,700 square feet of office space. (25) Primarily office space with approximately 12,800 square feet of retail space. (26) Primarily office space with approximately 24,300 square feet of retail space. (27) Effective January 1, 2000, the SPG Operating Partnership acquired the remaining ownership interest in this property. (28) Indicates ground lease covers outparcel only. (29) The SPG Operating Partnership demolished the previously existing regional mall, Charles Towne Square, and is in the process of rebuilding this community center and a cinema on the land. (30) The SPG Operating Partnership sold its interest effective February 18, 2000. (31) Scheduled to open during the fall of 2000. (32) Scheduled to open during the summer of 2000. 26
Land Held for Development Simon Group has direct or indirect ownership interests in twelve parcels of land held for future development, containing an aggregate of approximately 866 acres located in eight states. In addition, Simon Group, through the Management Company, has interests in two parcels of land in Mt. Juliet, Tennessee and Gwinnett County, Georgia totaling 243 acres, which were previously held for development, but are now being marketed for sale. Joint Ventures At certain of the Properties held as joint-ventures, Simon Group and its partners each have rights of first refusal, subject to certain conditions, to acquire additional ownership in the Property should the other partner decide to sell its ownership interest. In addition, certain of the Properties held as joint ventures contain "buy-sell" provisions, which gives the partners the right to trigger a purchase or sale of ownership interest amongst the partners. Mortgage Financing on Properties The following table sets forth certain information regarding the mortgages and other debt encumbering the Properties. All mortgage and property related debt is nonrecourse, although certain Unitholders have guaranteed a portion of the property related debt in the aggregate amount of $643.7 million. 27
MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES (Dollars in thousands) <TABLE> <CAPTION> Interest Face Amount Annual Debt Maturity Property Name Rate at 12/31/99 Service Date - ---------------------------------- -------- -------------- ----------- ----------- <S> <C> <C> <C> <C> <C> Combined Consolidated Indebtedness: Secured Indebtedness Simon Property Group, L.P. : Anderson Mall (1) 6.57% $ 19,000 $ 1,248 (2) 3/15/03 (4) Anderson Mall (1) 7.01% 8,500 596 (2) 3/15/03 (4) Arboretum 7.32% (3) 34,000 2,490 (2) 11/30/03 (4) Arsenal Mall 6.75% 34,603 2,724 9/28/08 Arsenal Mall 8.20% 2,268 286 5/15/16 Battlefield Mall 7.50% 47,610 4,765 1/1/04 Battlefield Mall 6.81% 44,567 3,524 1/1/04 Biltmore Square 7.15% 25,765 2,795 1/1/01 Bloomingdale Court (5) 7.78% 29,879 2,578 10/1/09 Century III Mall 6.78% 66,000 4,475 (2) 7/1/03 Chesapeake Center 8.44% 6,563 554 (2) 5/15/15 Chesapeake Square 7.28% 46,739 4,883 1/1/01 Cielo Vista Mall (6) 9.38% 54,502 5,672 5/1/07 Cielo Vista Mall (6) 8.13% 1,731 156 11/1/05 Cielo Vista Mall (6) 6.76% 38,584 3,039 5/1/07 CMBS Loan - Fixed Component (7) 7.31% 175,000 12,790 (2) 12/15/07 CMBS Loan - Variable Component (7) 6.16% (8) 50,000 3,078 (2) 12/15/07 College Mall (9) 7.00% 41,598 3,908 1/1/09 College Mall (9) 6.76% 11,883 935 1/1/09 Columbia Center 7.62% 42,326 3,225 (2) 3/15/02 Crystal River 8.82% (10) 15,292 1,349 (2) 1/1/01 Eastgate Consumer Mall 6.82% (11) 22,929 1,564 (2) 3/29/02 (4) Eastland Mall (OK) (12) 6.81% 15,000 1,022 (2) 3/15/03 (4) Florida Mall, The 6.65% 90,000 5,985 (2) 2/28/00 Forest Mall (12) 6.57% 12,800 841 (2) 3/15/03 (4) Forest Mall (12) 6.81% 2,750 187 (2) 3/15/03 (4) Forest Plaza (5) 7.78% 16,388 1,414 10/1/09 Forest Village Park Mall (1) 6.57% 20,600 1,353 (2) 3/15/03 (4) Forest Village Park Mall (1) 7.01% 1,250 88 (2) 3/15/03 (4) Forum Phase I - Class A-1 7.13% 46,996 3,348 (2) 5/15/04 Forum Phase I - Class A-2 6.19% (13) 44,386 2,747 (2) 5/15/04 Forum Phase II - Class A-1 7.13% 43,004 3,064 (2) 5/15/04 Forum Phase II - Class A-2 6.19% (13) 40,614 2,514 (2) 5/15/04 Golden Ring Mall (12) 6.57% 29,750 1,955 (2) 3/15/03 (4) Great Lakes Mall 6.74% 52,632 3,547 (2) 3/1/01 Great Lakes Mall 7.07% 8,489 600 (2) 3/1/01 Greenwood Park Mall (9) 7.00% 34,839 3,273 1/1/09 Greenwood Park Mall (9) 6.76% 61,397 4,831 1/1/09 Grove at Lakeland Square, The 8.44% 3,750 317 (2) 5/15/15 Gulf View Square 8.25% 37,064 3,652 10/1/06 Highland Lakes Center 7.32% (3) 14,377 1,053 (2) 3/1/02 Hutchinson Mall (12) 8.44% 11,382 1,108 3/15/03 (4) Hutchinson Mall (12) 6.81% 4,500 306 (2) 3/15/03 (4) Jefferson Valley Mall 6.37% (14) 50,000 3,186 (2) 1/12/00 Keystone at the Crossing 7.85% 63,569 5,642 7/1/27 Lake View Plaza (5) 7.78% 21,785 1,880 10/1/09 Lakeline Mall 7.65% 72,180 6,300 5/1/07 Lakeline Plaza (5) 7.78% 23,883 2,061 10/1/09 Lima Mall 7.12% 14,180 1,010 (2) 3/1/02 Lima Mall 7.12% 4,723 336 (2) 3/1/02 Lincoln Crossing (5) 7.78% 3,298 285 10/1/09 Longview Mall (1) 6.57% 22,100 1,452 (2) 3/15/03 (4) Longview Mall (1) 7.01% 5,500 386 (2) 3/15/03 (4) </TABLE> 28
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> <C> Mainland Crossing 7.32% (3) 1,603 117 (2) 3/31/02 Markland Mall (12) 6.57% 10,000 657 (2) 3/15/03 (4) Matteson Plaza (5) 7.78% 9,593 828 10/1/09 McCain Mall (6) 9.38% 25,450 2,721 5/1/07 McCain Mall (6) 6.76% 17,809 1,402 5/1/07 Melbourne Square 7.42% 38,869 3,374 2/1/05 Miami International Mall 6.91% 45,920 3,758 12/21/03 Midland Park Mall (12) 6.57% 22,500 1,478 (2) 3/15/03 (4) Midland Park Mall (12) 6.81% 5,500 375 (2) 3/15/03 (4) Muncie Plaza (5) 7.78% 8,294 716 10/1/09 Net Lease (Atlanta) 8.00% 868 263 12/1/02 Net Lease (Braintree) 9.75% 22 66 4/1/00 Net Lease (Chattanooga) 6.80% 625 274 5/31/02 North East Mall 7.20% (15) 73,636 5,300 (2) 5/21/04 (4) North Riverside Park Plaza 9.38% 3,769 452 9/1/02 North Riverside Park Plaza 10.00% 3,617 420 9/1/02 North Towne Square (12) 6.57% 23,500 1,544 (2) 3/15/03 (4) Northgate Shopping Center 7.62% 79,035 6,022 (2) 3/15/02 Orland Square 7.74% (16) 50,000 3,871 (2) 9/1/01 Paddock Mall 8.25% 29,478 2,905 10/1/06 Palm Beach Mall 7.50% 49,419 4,803 12/15/02 Port Charlotte Town Center 7.28% 45,024 3,857 1/1/01 Port Charlotte Town Center 7.28% 7,075 591 1/1/01 Randall Park Mall 7.33% 35,000 2,566 (2) 12/11/00 Randall Park Mall 7.33% 5,000 367 (2) 12/11/00 Regency Plaza (5) 7.78% 4,497 388 10/1/09 Richmond Towne Square 6.82% (11) 45,898 3,131 (2) 7/15/03 (4) River Oaks Center 8.67% 32,500 2,818 (2) 6/1/02 Shops @ Mission Viejo 6.87% (17) 110,068 7,564 (2) 9/14/03 (4) South Park Mall (1) 7.25% 19,508 1,717 3/15/03 (4) South Park Mall (1) 7.01% 6,876 570 3/15/03 (4) St. Charles Towne Plaza (5) 7.78% 28,780 2,483 10/1/09 Sunland Park Mall (18) 8.63% 39,125 3,773 1/1/26 Tacoma Mall 7.62% 92,474 7,047 (2) 3/15/02 Terrace at Florida Mall, The 8.44% 4,688 396 (2) 5/15/15 Tippecanoe Mall (9) 8.45% 45,485 4,647 1/1/05 Tippecanoe Mall (9) 6.81% 15,845 1,253 1/1/05 Towne East Square (9) 7.00% 54,998 5,167 1/1/09 Towne East Square (9) 6.81% 24,758 1,958 1/1/09 Treasure Coast Square 7.42% 52,427 4,714 1/1/06 Treasure Coast Square 8.06% 11,992 1,127 1/1/06 Trolley Square 5.81% 19,000 1,104 (2) 7/23/00 (19) Trolley Square 7.32% (3) 4,641 340 (2) 7/23/00 Trolley Square 7.32% (3) 3,500 256 (2) 7/23/00 University Park Mall 7.43% 59,500 4,421 (2) 10/1/07 Valle Vista Mall (6) 9.38% 33,707 3,604 5/1/07 Valle Vista Mall (6) 6.81% 7,916 626 5/1/07 Waterford Lakes 7.22% (20) 30,336 2,191 (2) 8/16/04 (4) West Ridge Plaza (5) 7.78% 5,796 500 10/1/09 White Oaks Mall 7.41% (21) 16,500 1,223 (2) 3/1/00 White Oaks Plaza (5) 7.78% 17,688 1,526 10/1/09 Windsor Park Mall 8.00% 5,694 544 6/1/00 Windsor Park Mall 8.00% 8,749 787 5/1/12 ----------- $3,087,077 SPG Reality Consultants, L.P.: Net Lease (Norfolk) 8.50% 110 116 11/30/01 ----------- Total Consolidated Secured Indebtedness $3,087,187 Unsecured Indebtedness Simon Property Group, L.P. : Medium Term Notes - 1 7.13% 100,000 7,125 (22) 6/24/05 </TABLE> 29
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> <C> Medium Term Notes - 2 7.13% 180,000 12,825 (22) 9/20/07 Putable Asset Trust Securities 6.75% 100,000 6,750 (22) 11/15/03 Unsecured Term Loan 6.62% (23) 150,000 9,934 (2) 2/28/02 (4) Unsecured Notes - 1 6.88% 250,000 17,188 (22) 11/15/06 Unsecured Notes - 2A 6.75% 100,000 6,750 (22) 7/15/04 Unsecured Notes - 2B 7.00% 150,000 10,500 (22) 7/15/09 Unsecured Notes - 3 6.88% 150,000 10,313 (22) 10/27/05 Unsecured Notes - 4A 6.63% 375,000 24,844 (22) 6/15/03 Unsecured Notes - 4B 6.75% 300,000 20,250 (22) 6/15/05 Unsecured Notes - 4C 7.38% 200,000 14,750 (22) 6/15/18 Unsecured Notes - 5A 6.75% 300,000 20,250 (22) 2/9/04 Unsecured Notes - 5B 7.13% 300,000 21,375 (22) 2/9/09 Unsecured Revolving Credit Facility 6.47% (24) 785,000 50,809 (2) 8/25/02 Acquisition Facility - 2 6.47% (25) 450,000 29,126 (2) 3/24/00 Acquisition Facility - 3 6.47% (25) 500,000 32,363 (2) 9/24/00 Mandatory Par Put Remarketed Securities 7.00% (26) 200,000 14,000 (22) 6/15/08 -------------- 4,590,000 Shopping Center Associates: Unsecured Notes - SCA 1 6.75% 150,000 10,125 (22) 1/15/04 Unsecured Notes - SCA 2 7.63% 110,000 8,388 (22) 5/15/05 -------------- 260,000 The Retail Property Trust: Unsecured Notes - CPI 1 9.00% 250,000 22,500 (22) 3/15/02 Unsecured Notes - CPI 2 7.05% 100,000 7,050 (22) 4/1/03 Unsecured Notes - CPI 3 7.75% 150,000 11,625 (22) 8/15/04 Unsecured Notes - CPI 4 7.18% 75,000 5,385 (22) 9/1/13 Unsecured Notes - CPI 5 7.88% 250,000 19,688 (22) 3/15/16 -------------- 825,000 --------------- Total Combined Consolidated Unsecured Indebtedness $5,675,000 --------------- Total Combined Consolidated Indebtedness at Face Amounts $8,762,187 Net Premium on Indebtedness $ 6,764 -------------- Total Combined Consolidated Indebtedness $8,768,951 (27) ============= Joint Venture Indebtedness (28): - -------------------------------- Apple Blossom Mall 7.99% 40,926 3,874 9/10/09 Arizona Mills 7.12% (29) 142,216 10,129 (2) 2/1/02 (4) Atrium at Chestnut Hill 7.29% 42,846 4,139 4/1/01 Atrium at Chestnut Hill 8.16% 11,725 1,125 4/1/01 Auburn Mall 7.99% 47,913 4,222 9/10/09 Aventura Mall 6.55% 141,000 9,231 (2) 4/6/08 Aventura Mall 6.60% 25,400 1,675 (2) 4/6/08 Aventura Mall 6.89% 33,600 2,314 (2) 4/6/08 Avenues, The 8.36% 56,951 5,555 5/15/03 Cape Cod Mall 7.62% (30) 59,665 4,548 (2) 4/1/03 (4) Circle Centre Mall 6.26% (31) 60,000 3,758 (2) 1/31/04 (4) Circle Centre Mall 7.32% (32) 7,500 549 (2) 1/31/04 (4) CMBS Loan - Fixed Component (33) 7.41% 300,000 22,229 (2) 5/1/06 CMBS Loan - Floating Component (33) 6.32% 185,000 11,693 (2) 5/1/03 Cobblestone Court 7.22% (34) 6,180 446 (2) 11/30/05 Concord Mills 7.17% (35) 164,442 11,795 (2) 12/2/03 (4) Coral Square 7.40% 53,300 3,944 (2) 12/1/00 Crystal Court 7.22% (34) 3,570 258 (2) 11/30/05 Crystal Mall 8.66% 49,235 5,384 2/1/03 Dadeland Mall 6.52% (36) 140,000 9,132 (2) 12/10/00 Emerald Square Mall 9.16% 157,500 14,427 (2) 4/1/00 Fairfax Court 7.22% (34) 10,320 745 (2) 11/30/05 </TABLE> 30
<TABLE> <S> <C> <C> <C> <C> <C> <C> <C> Gaitway Plaza 7.22% (34) 7,350 531 (2) 11/30/05 Grapevine Mills 6.47% 155,000 10,029 (2) 10/1/08 Great Northeast Plaza 9.04% 17,519 2,110 6/1/06 Greendale Mall 8.23% 42,000 3,457 (2) 11/1/06 Gwinnett Place 7.54% 39,446 3,412 4/1/07 Gwinnett Place 7.25% 85,960 7,070 4/1/07 Highland Mall 9.75% 7,453 1,655 12/1/09 Highland Mall 8.50% 188 116 10/1/01 Highland Mall 9.50% 1,822 607 11/1/01 Indian River Commons 7.58% 8,399 637 (37) 11/1/04 Indian River Mall 7.58% 46,602 3,532 (37) 11/1/04 Lakeland Square 7.26% 51,840 4,368 12/22/03 Liberty Tree Mall 7.32% (3) 47,319 4,176 10/1/01 Liberty Tree Mall 9.98% (38) 8,377 925 10/1/01 Mall at Rockingham 7.62% (39) 100,000 7,793 (2) 8/24/00 Mall of America 6.69% (40) 312,000 20,881 (2) 11/19/03 Mall of Georgia 7.09% 200,000 14,180 (2) 7/1/10 Mall of Georgia Crossing 7.25% 23,931 1,735 (2) 6/10/06 (4) Mall of New Hampshire 6.96% 104,779 8,345 10/1/08 Mall of New Hampshire 8.53% 8,483 987 10/1/08 Metrocenter 8.45% 30,769 3,028 2/28/08 Montreal Forum 6.50% (41) 11,011 716 (2) 1/31/02 Northfield Square 9.52% 23,753 2,575 4/1/00 Northshore Mall 9.05% 161,000 14,571 (2) 5/14/04 Ontario Mills 0.00% (42) 5,000 300 (40) 12/28/09 Ontario Mills 6.75% 143,594 11,042 11/2/08 Orlando Premium Outlets 7.32% (43) 20,845 1,526 (2) 2/12/04 (4) Plaza at Buckland Hills, The 7.22% (34) 17,680 1,276 (2) 11/30/05 Ridgewood Court 7.22% (34) 7,980 576 (2) 11/30/05 Royal Eagle Plaza 7.22% (34) 7,920 572 (2) 11/30/05 Seminole Towne Center 6.88% 70,500 4,850 (2) 1/1/06 Shops at Sunset Place, The 7.07% (44) 102,191 7,227 (2) 6/30/02 (4) Smith Haven Mall 7.86% 115,000 9,039 (2) 6/1/06 Solomon Pond 7.83% 96,250 8,564 2/1/04 Source, The 6.65% 124,000 8,246 (2) 11/6/08 Square One 8.40% 105,825 10,138 12/1/01 Tower Shops, The 7.02% (45) 12,900 906 3/13/00 Town Center at Cobb 7.54% 50,205 4,347 4/1/07 Town Center at Cobb 7.25% 65,471 5,381 4/1/07 Village Park Plaza 7.22% (34) 8,960 647 (2) 11/30/05 West Town Corners 7.22% (34) 10,330 746 (2) 11/30/05 West Town Mall 6.90% 76,000 5,244 (2) 5/1/08 Westchester, The 8.74% 150,849 14,478 9/1/05 Westchester, The 7.20% 53,674 4,402 9/1/05 Westland Park Plaza 7.22% (34) 4,950 357 (2) 11/30/05 Willow Knolls Court 7.22% (34) 6,490 469 (2) 11/30/05 Yards Plaza, The 7.22% (34) 8,270 597 (2) 11/30/05 ------------- Total Joint Venture Indebtedness at Face Amounts $4,499,174 Premium on Indebtedness $ 22,521 -------------- Total Joint Venture Indebtedness $4,521,695 (46) ============== </TABLE> (Footnotes on following page) 31
(Footnotes for preceding pages) (1) Loans secured by these four Properties are cross-collateralized and cross- defaulted. (2) Requires monthly payment of interest only. (3) LIBOR + 1.500%. (4) Includes applicable extension available at the SPG Operating Partnership's option. (5) These eleven Properties are cross-collateralized and cross-defaulted. (6) These three Properties are cross-collateralized and cross-defaulted. (7) Secured by cross-collateralized and cross-dafaulted mortgages encumbering seven of the Properties (Bay Park Square, Boardman Plaza, Cheltenham Square, De Soto Square, Upper Valley Mall, Washington Square, and West Ridge Mall). (8) LIBOR + 0.365%, through an interest rate protection agreement is effectively fixed at an all-in-one rate of 6.16%. (9) Loans secured by these four Properties are cross-collateralized and cross- defaulted. (10) LIBOR + 3.000%. (11) LIBOR + 1.000%. (12) Loans secured by these seven Properties are cross-collateralized and cross- defaulted. (13) LIBOR + 0.300%, through an interest rate protection agreement is effectively fixed at an all-in-one rate of 6.19%. (14) LIBOR + 0.550%, with LIBOR capped at 8.700% through maturity. (15) LIBOR + 1.375%. (16) LIBOR + 0.500%, with LIBOR swapped at 7.24% through maturity. (17) LIBOR + 1.050%. (18) Lender also participates in a percentage of certain gross receipts above a specified base. (19) July 23, 2000 is the earliest date on which the lender may call the bonds. (20) LIBOR + 1.400%. (21) LIBOR + 1.300%, with LIBOR set using a 90 day rate. (22) Requires semi-annual payments of interest only. (23) LIBOR + 0.800%. (24) $1,250,000 unsecured revolving credit facility. Currently, bears interest at LIBOR + 0.650% and provides for different pricing based upon the SPG Operating Partnership's investment grade rating. Two interest rate caps currently limit LIBOR on $90,000 and $50,000 of this indebtedness to 11.53% and 16.77%, respectively. As of 12/31/99, $460,519 was available after outstanding borrowings and letters of credit. (25) LIBOR + 0.650%. Consists of two tranches of $450,000 and $500,000 due 03/24/00 and 09/24/00, respectively. Commitments have been received in excess of $450,000 to refinance the first tranche for one year. SPG and the SPG Operating Partnership are co-obligors of this debt. (26) The MOPPRS have an actual maturity of June 15, 2028, but are subject to mandatory tender on June 16, 2008. (27) Includes minority interest partners' share of consolidated indebtedness of $160,517. (28) As defined in the accompanying consolidated financial statements, Joint Venture Properties are those accounted for using the equity method of accounting. (29) LIBOR + 1.300%, with LIBOR capped at 9.500% through maturity. (30) LIBOR + 1.800%. (31) LIBOR + 0.440%, with LIBOR capped at 8.81% through maturity. (32) LIBOR + 1.500%, with LIBOR capped at 7.75% through maturity. (33) These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen Properties (Eastland Mall, Empire East, Empire Mall, Granite Run Mall, Mesa Mall, Lake Square, Lindale Mall, Northpark Mall, Southern Hills Mall, Southpark Mall, Southridge Mall, Rushmore Mall, and Valley Mall). A weighted average rate is used for each component. The floating component has an interest protection agreement which caps LIBOR at 11.67%. (34) The interest rate on this cross-collateralized and cross-defaulted mortgage is fixed at 7.22% through November of 2000 and thereafter the rate is the greater of 7.22% or 2.00% over the then current yield of a six month treasury bill selected by lender. (35) LIBOR + 1.350%. (36) LIBOR + 0.700%. (37) Loans require monthly interest payments only until they begin amortizing November, 2000. (38) LIBOR + 4.160%. (39) LIBOR + 1.970%. (40) LIBOR + 0.870%, with LIBOR capped at 8.130% through April 30, 2000. (41) Canadian Prime. (42) Beginning January 2000, this note will bear interest at 6.000%. (43) LIBOR + 1.500%, rate may be reduced based upon project performance. (44) LIBOR + 1.250%, rate may be reduced based upon project performance. (45) LIBOR + 1.200%. (46) Includes outside partners' share of indebtedness of $2,635,335 and indebtedness of an affiliate of $37,097. 32
Item 3. Legal Proceedings The information set forth in Note 13 to Combined Financial Statements in the Companies' Annual Report to Shareholders filed as Exhibit 13.1 regarding pending material litigation is incorporated herein by reference. Simon Group is subject to routine litigation 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. Part II Item 5. Market for the Registrants' Common Equity and Related Stockholder Matters Market Information The Paired Shares trade on the New York Stock Exchange ("NYSE") under the symbol "SPG". The quarterly price range on the NYSE for the Paired Shares (and for the common shares of SPG's predecessor prior to the CPI Merger) and the distributions declared per share for each quarter in the last two fiscal years are shown below: <TABLE> <CAPTION> Declared High Low Close Distribution -------- --------- -------- ------------ ----------- 1999 ----------- <S> <C> <C> <C> <C> 1st Quarter 28 3/4 23 7/8 27 7/16 $ 0.5050 2nd Quarter 30 15/16 25 3/8 25 3/8 $ 0.5050 3rd Quarter 27 1/2 22 7/16 22 7/16 $ 0.5050 4th Quarter 24 1/2 20 7/16 22 15/16 $ 0.5050 ----------- 1998 ----------- 1st Quarter 34 1/2 30 3/8 34 1/4 $ 0.5050 2nd Quarter 34 7/8 31 32 1/2 $ 0.5050 3rd Quarter 34 1/4 25 13/16 29 3/4 $ 0.5050 4th Quarter 30 7/8 26 1/8 28 1/2 $ 0.5050 (1) </TABLE> (1) Includes a $0.4721 distribution declared in the third quarter of 1998, but not payable until the fourth quarter of 1998, related to the CPI Merger, designated to align the time periods of distribution payments of the merged companies. The current annual distribution rate is $2.02 per Paired Share. There is no established public trading market for SPG's Class B common stock or Class C common stock. Distributions per share of the Class B and Class C common stock were identical to the other Paired Shares. Holders The number of holders of record of the Paired Shares was 2,500 as of March 16, 2000. Additionally, the Class B common stock is held entirely by a voting trust to which Melvin Simon, Herbert Simon, David Simon and certain of their affiliates are parties and is exchangeable on a one-for-one basis into Paired Shares, and the Class C common stock is held entirely by The Edward J. DeBartolo Corporation and is also exchangeable on a one-for-one basis into Paired Shares. Distributions SPG qualifies as a REIT under the Code. To maintain its status as a REIT, SPG is required each year to distribute to its shareholders at least 95% of its taxable income after certain adjustments. 33
Future distributions paid by the Companies will be at the discretion of the Boards of Directors and will depend on the actual cash flow of the Companies, their financial condition, capital requirements, the annual REIT distribution requirements and such other factors as the Board of Directors of the Companies deem relevant. The Companies have an Automatic Dividend Reinvestment Plan (the "Plan") which allows shareholders to acquire additional Paired Shares by automatically reinvesting cash dividends. Paired Shares are acquired pursuant to the Plan at a price equal to the prevailing market price of such Paired Shares, without payment of any brokerage commission or service charge. Shareholders who do not participate in the Plan continue to receive cash dividends, as declared. Unregistered Sales of Equity Securities The Registrants did not issue any equity securities that were not required to be registered under the Securities Act of 1933, as amended (the "Act") during the fourth quarter of 1999, except as follows: On October 15, 1999, SPG issued 1,000,000 shares of 8.00% Series E Cumulative Redeemable Preferred Stock to an institutional investor in connection with a property acquisition. The foregoing transaction was exempt from registration under the Act in reliance on Section 4 (2). Item 6. Selected Financial Data The information required by this item is incorporated herein by reference to the Selected Financial Data section of the Companies' Annual Report to Shareholders which is filed as Exhibit 13.1 to this Form 10-K. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Companies' Annual Report to Shareholders which is filed as Exhibit 13.1 to this Form 10-K. Item 7A. Qualitative and Quantitative Disclosure About Market Risk The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Companies' Annual Report to Shareholders under the caption Liquidity and Capital Resources, which is filed as Exhibit 13.1 to this Form 10-K. Item 8. Financial Statements and Supplementary Data Reference is made to the Index to Financial Statements contained in Item 14. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 34
Part III Item 10. Directors and Executive Officers of the Registrants The information required by this item is incorporated herein by reference to the Companies' definitive Proxy Statements for their annual meetings of shareholders to be filed with the Commission pursuant to Regulation 14A and is included under the caption "EXECUTIVE OFFICERS OF THE REGISTRANTS" in Part I hereof. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to the Companies' definitive Proxy Statements for their annual meetings of shareholders to be filed with the Commission pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated herein by reference to the Companies' definitive Proxy Statements for their annual meetings of shareholders to be filed with the Commission pursuant to Regulation 14A. Item 13. Certain Relationships and Related Transactions The information required by this item is incorporated herein by reference to the Companies' definitive Proxy Statements for their annual meetings of shareholders to be filed with the Commission pursuant to Regulation 14A 35
PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a) (1) Financial Statements The Companies' combined and individual financial statements and independent auditors' report are incorporated herein by reference to the financial statements and independent auditors' report in the Companies' Annual Report to Shareholders, which are filed as Exhibit 13.1. Additionally, the Report of Ernst & Young LLP on SRC's 1997 audited financial statements which are incorporated herein by reference is filed as Exhibit 99.1. In addition, the financial statements of Mill Creek, a significant subsidiary of SRC, which are filed as Exhibit 99.2 are incorporated herein by reference. <TABLE> <CAPTION> Page No. -------- <S> <C> (2) Financial Statement Schedules Report of Independent Public Accountants 39 Simon Property Group, Inc. and SPG Realty Consultants, Inc. Combined Schedule III -- Schedule of Real Estate and Accumulated Depreciation 40 Notes to Combined Schedule III 45 (3) Exhibits -------- The Exhibit Index attached hereto is hereby incorporated by reference to this Item. 46 </TABLE> (b) Reports on Form 8-K One Form 8-K was filed during the fourth quarter ended December 31, 1999. On November 15, 1999 under Item 5 - Other Events, SPG reported that it made available additional ownership and operational information concerning Simon Group and the properties owned or managed as of September 30, 1999, in the form of a Supplemental Information package. A copy of the package was included as an exhibit to the 8-K filing. 36
SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. By /s/ David Simon --------------------------- David Simon Chief Executive Officer March 23, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrants and in the capacities and on the dates indicated. <TABLE> <CAPTION> Signature Capacity Date <S> <C> <C> /s/ David Simon Chief Executive Officer March 23, 2000 - --------------------------------- and Director (Principal Executive Officer) David Simon /s/ Herbert Simon Co-Chairman of the Board of Directors March 23, 2000 - --------------------------------- Herbert Simon /s/ Melvin Simon Co-Chairman of the Board of Directors March 23, 2000 - --------------------------------- Melvin Simon /s/ Hans C. Mautner Vice Chairman of the Board of Directors March 23, 2000 - --------------------------------- Hans C. Mautner /s/ Richard Sokolov President, Chief Operating Officer March 23, 2000 - --------------------------------- and Director Richard Sokolov /s/ Robert E. Angelica Director March 23, 2000 - --------------------------------- Robert E. Angelica /s/ Birch Bayh Director March 23, 2000 - --------------------------------- Birch Bayh /s/ Pieter S. van den Berg Director March 23, 2000 - --------------------------------- Pieter S. van den Berg /s/ G. William Miller Director March 23, 2000 - --------------------------------- G. William Miller /s/ Fredrick W. Petri Director March 23, 2000 - --------------------------------- Fredrick W. Petri /s/ J. Albert Smith Director March 23, 2000 - --------------------------------- J. Albert Smith /s/ Philip J. Ward Director March 23, 2000 - --------------------------------- Philip J. Ward </TABLE> 37
<TABLE> <CAPTION> <S> <C> <C> /s/ M. Denise DeBartolo York Director March 23, 2000 - --------------------------------- M. Denise DeBartolo York /s/ John Dahl Senior Vice President March 23, 2000 - --------------------------------- (Principal Accounting Officer) John Dahl Principal Financial Officers: /s/ Stephen E. Sterrett Treasurer March 23, 2000 - --------------------------------- Stephen E. Sterrett /s/ James R. Giuliano III Senior Vice President March 23, 2000 - --------------------------------- James R. Giuliano III </TABLE> 38
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To the Board of Directors of Simon Property Group, Inc.: We have audited in accordance with auditing standards generally accepted in the United States, the financial statements of SIMON PROPERTY GROUP, INC. and SPG REALTY CONSULTANTS, INC. included in this Form 10-K and have issued our report thereon dated February 16, 2000. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule, "Schedule III: Real Estate and Accumulated Depreciation", as of December 31, 1999, of Simon Property Group, Inc. and SPG Realty Consultants, Inc. is the responsibility of the Companies' management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Indianapolis, Indiana, February 16, 2000. 39
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 SCHEDULE III (Dollars in thousands) <TABLE> <CAPTION> Cost Capitalized Initial Cost Subsequent to Acquisition ------------------------ ----------------------- Buildings and Buildings and Name, Location Encumbrances Land Improvements Land Improvements - -------------- ------------ ---- ------------- ---- ------------- <S> <C> <C> <C> <C> <C> Regional Malls Alton Square, Alton, IL $ 0 $ 154 $ 7,641 $ 0 $11,835 Amigoland Mall, Brownsville, TX 0 1,045 4,518 0 954 Anderson Mall, Anderson, SC 27,500 1,712 18,122 1,363 4,506 Arsenal Mall, Watertown, MA 36,871 0 62,206 0 0 Arsenal Mall HCHP, Watertown, MA 0 0 3,922 0 0 Aurora Mall, Aurora, CO 0 11,400 55,692 0 1,024 Barton Creek Square, Austin, TX 0 4,414 20,699 771 31,860 Battlefield Mall, Springfield, MO 92,177 4,039 29,769 3,225 37,097 Bay Park Square, Green Bay, WI 24,848 6,864 25,623 362 2,653 Bergen Mall, Paramus, NJ 0 11,020 92,541 0 6,888 Biltmore Square, Asheville, NC 25,765 10,908 19,315 0 1,117 Boynton Beach Mall, Boynton Beach, FL 0 33,758 67,710 0 5,288 Brea Mall, Brea, CA 0 39,500 209,202 0 1,394 Broadway Square, Tyler, TX 0 11,470 32,439 0 3,862 Brunswick Square, East Brunswick, NJ 0 8,436 55,838 0 11,570 Burlington Mall, Burlington, MA 0 46,600 303,618 0 717 Castleton Square, Indianapolis, IN 0 44,860 80,963 2,500 28,145 Century III Mall, West Mifflin, PA 66,000 17,251 117,822 0 1,758 Charlottesville Fashion Square, Charlottesville, VA 0 0 54,738 0 1,170 Chautauqua Mall, Jamestown, NY 0 3,257 9,641 0 13,740 Cheltenham Square, Philadelphia, PA 34,226 14,227 43,799 0 3,553 Chesapeake Square, Chesapeake, VA 46,739 11,534 70,461 0 2,737 Cielo Vista Mall, El Paso, TX 94,817 1,307 18,512 608 18,507 College Mall, Bloomington, IN 53,481 1,012 16,245 722 19,465 Columbia Center, Kennewick, WA 42,326 27,170 58,185 0 6,080 Cordova Mall, Pensacola, FL 0 18,800 75,880 (158) 1,335 Cottonwood Mall, Albuquerque, NM 0 13,145 69,173 (981) (77) Crossroads Mall, Omaha, NE 0 884 37,293 409 28,715 Crystal River Mall, Crystal River, FL 15,292 11,650 14,252 0 3,569 DeSoto Square, Bradenton, FL 38,880 9,380 52,716 0 4,102 Eastern Hills Mall, Buffalo, NY 0 15,444 47,604 12 3,626 Eastland Mall, Tulsa, OK 15,000 3,124 24,035 518 6,625 Edison Mall, Fort Myers, FL 0 11,529 107,381 0 3,803 Fashion Mall at Keystone at the Crossing, Indianapolis, IN 63,569 0 120,579 0 2,041 Forest Mall, Fond Du Lac, WI 15,550 728 4,498 0 5,979 Forest Village Park, Forestville, MD 21,850 1,212 4,625 757 4,303 Fremont Mall, Fremont, NE 0 26 1,280 265 3,003 Golden Ring Mall, Baltimore, MD 29,750 1,130 8,955 572 8,691 Great Lakes Mall, Cleveland, OH 61,121 14,607 100,362 0 4,265 Greenwood Park Mall, Greenwood, IN 96,236 2,607 23,500 5,275 58,683 Gulf View Square, Port Richey, FL 37,064 13,690 39,997 0 7,069 Haywood Mall, Greenville, SC 0 11,604 133,893 0 252 Heritage Park, Midwest City, OK 0 598 6,213 0 2,363 </TABLE> <TABLE> <CAPTION> Gross Amounts At Which Carried At Close of Period --------------------------------------- Buildings and Accumulated Date of Name, Location Land Improvements Total(1) Depreciation(2) Construction - -------------- ---- ------------ -------- --------------- ------------ <S> <C> <C> <C> <C> <C> Regional Malls Alton Square, Alton, IL $ 154 $ 19,476 $ 19,630 $ 3,142 1993 (Note 3) Amigoland Mall, Brownsville, TX 1,045 5,472 6,517 1,890 1974 Anderson Mall, Anderson, SC 3,075 22,628 25,703 5,918 1972 Arsenal Mall, Watertown, MA 0 62,206 62,206 251 1999 (Note 4) Arsenal Mall HCHP, Watertown, MA 0 3,922 3,922 14 1999 (Note 4) Aurora Mall, Aurora, CO 11,400 56,716 68,116 2,024 1998 (Note 4) Barton Creek Square, Austin, TX 5,185 52,559 57,744 10,939 1981 Battlefield Mall, Springfield, MO 7,264 66,866 74,130 14,716 1970 Bay Park Square, Green Bay, WI 7,226 28,276 35,502 2,706 1996 (Note 4) Bergen Mall, Paramus, NJ 11,020 99,429 110,449 9,320 1996 (Note 4) Biltmore Square, Asheville, NC 10,908 20,432 31,340 2,164 1996 (Note 4) Boynton Beach Mall, Boynton Beach, FL 33,758 72,998 106,756 7,327 1996 (Note 4) Brea Mall, Brea, CA 39,500 210,596 250,096 7,506 1998 (Note 4) Broadway Square, Tyler, TX 11,470 36,301 47,771 5,447 1994 (Note 3) Brunswick Square, East Brunswick, NJ 8,436 67,408 75,844 5,827 1996 (Note 4) Burlington Mall, Burlington, MA 46,600 304,335 350,935 10,910 1998 (Note 4) Castleton Square, Indianapolis, IN 47,360 109,108 156,468 9,540 1996 (Note 4) Century III Mall, West Mifflin, PA 17,251 119,580 136,831 25,684 1999 (Note 4) Charlottesville Fashion Square, Charlottesville, VA 0 55,908 55,908 3,743 1997 (Note 4) Chautauqua Mall, Jamestown, NY 3,257 23,381 26,638 2,309 1996 (Note 4) Cheltenham Square, Philadelphia, PA 14,227 47,352 61,579 4,801 1996 (Note 4) Chesapeake Square, Chesapeake, VA 11,534 73,198 84,732 7,045 1996 (Note 4) Cielo Vista Mall, El Paso, TX 1,915 37,019 38,934 11,034 1974 College Mall, Bloomington, IN 1,734 35,710 37,444 10,114 1965 Columbia Center, Kennewick, WA 27,170 64,265 91,435 6,328 1996 (Note 4) Cordova Mall, Pensacola, FL 18,642 77,215 95,857 4,395 1998 (Note 4) Cottonwood Mall, Albuquerque, NM 12,164 69,096 81,260 9,351 1996 Crossroads Mall, Omaha, NE 1,293 66,008 67,301 8,850 1994 (Note 3) Crystal River Mall, Crystal River, FL 11,650 17,821 29,471 1,713 1996 (Note 4) DeSoto Square, Bradenton, FL 9,380 56,818 66,198 5,675 1996 (Note 4) Eastern Hills Mall, Buffalo, NY 15,456 51,230 66,686 5,140 1996 (Note 4) Eastland Mall, Tulsa, OK 3,642 30,660 34,302 6,700 1986 Edison Mall, Fort Myers, FL 11,529 111,184 122,713 7,117 1997 (Note 4) Fashion Mall at Keystone at the Crossing, Indianapolis, IN 0 122,620 122,620 6,974 1997 (Note 4) Forest Mall, Fond Du Lac, WI 728 10,477 11,205 2,399 1973 Forest Village Park, Forestville, MD 1,969 8,928 10,897 2,479 1980 Fremont Mall, Fremont, NE 291 4,283 4,574 807 1966 Golden Ring Mall, Baltimore, MD 1,702 17,646 19,348 5,588 1974 (Note 3) Great Lakes Mall, Cleveland, OH 14,607 104,627 119,234 10,386 1996 (Note 4) Greenwood Park Mall, Greenwood, IN 7,882 82,183 90,065 17,666 1979 Gulf View Square, Port Richey, FL 13,690 47,066 60,756 4,260 1996 (Note 4) Haywood Mall, Greenville, SC 11,604 134,145 145,749 11,174 1999 (Note 4) Heritage Park, Midwest City, OK 598 8,576 9,174 2,804 1978 </TABLE> 40
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 SCHEDULE III (Dollars in thousands) <TABLE> <CAPTION> Cost Capitalized Initial Cost Subsequent to Acquisition -------------------- ------------------------- Buildings and Buildings and Name, Location Encumbrances Land Improvements Land Improvements - -------------- ------------ ---- ------------- ---- ------------ <S> <C> <C> <C> <C> <C> Hutchinson Mall, Hutchison, KS 15,882 1,683 18,427 0 2,998 Independence Center, Independence, MO 0 5,539 45,822 0 15,864 Ingram Park Mall, San Antonio, TX 0 820 17,163 169 14,644 Irving Mall, Irving, TX 0 6,737 17,479 2,533 24,468 Jefferson Valley Mall, Yorktown Heights, NY 50,000 4,868 30,304 0 4,409 Knoxville Center, Knoxville, TN 0 5,006 21,965 3,712 34,547 Lakeline Mall, N. Austin, TX 72,180 14,948 81,568 0 210 La Plaza, McAllen, TX 0 2,194 9,828 7,454 14,173 Lafayette Square, Indianapolis, IN 0 25,546 43,294 0 9,361 Laguna Hills Mall, Laguna Hills, CA 0 28,074 55,689 0 3,239 Lenox Square, Atlanta, GA 0 41,900 492,411 0 1,842 Lima Mall, Lima, OH 18,903 7,910 35,495 0 3,733 Lincolnwood Town Center, Lincolnwood, IL 0 11,197 63,490 28 1,286 Livingston Mall, Livingston, NJ 0 30,200 105,250 0 438 Longview Mall, Longview, TX 27,600 270 3,602 124 7,138 Machesney Park Mall, Rockford, IL 0 614 7,438 120 4,189 Markland Mall, Kokomo, IN 0 0 7,568 0 2,763 Mc Cain Mall, N. Little Rock, AR 43,259 0 9,515 0 8,099 Melbourne Square, Melbourne, FL 38,869 20,552 51,110 0 4,656 Memorial Mall, Sheboygan, WI 0 175 4,881 0 853 Menlo Park Mall, Edison, NJ 0 65,684 223,252 0 5,574 Miami International Mall, Miami, FL 45,920 13,794 69,701 8,942 4,105 Midland Park Mall, Midland, TX 28,000 687 9,213 0 6,533 Miller Hill Mall, Duluth, MN 0 2,537 18,113 0 9,208 Mission Viejo Mall, Mission Viejo, CA 110,068 9,139 54,445 5,613 117,736 Mounds Mall, Anderson, IN 0 0 2,689 0 2,291 Muncie Mall, Muncie, IN 8,294 172 5,964 52 21,231 Nanuet Mall, Nanuet, NY 0 27,700 162,993 0 991 North East Mall, Hurst, TX 73,636 1,347 13,473 2,961 119,444 North Towne Square, Toledo, OH 23,500 579 8,382 0 2,072 Northgate Mall, Seattle, WA 79,035 89,991 57,873 0 18,920 Northlake Mall, Atlanta, GA 0 33,400 98,035 0 149 Northwoods Mall, Peoria, IL 0 1,203 12,779 1,449 26,976 Oak Court Mall, Memphis, TN 0 15,673 57,304 0 1,666 Ocean County Mall, Toms River, NJ 0 20,900 124,945 0 1,015 Orange Park Mall, Jacksonville, FL 0 13,345 65,173 0 14,769 Orland Square, Orland Park, IL 50,000 36,770 129,906 0 2,098 Paddock Mall, Ocala, FL 29,478 20,420 30,490 0 4,743 Palm Beach Mall, West Palm Beach, FL 49,419 12,549 112,741 0 20,933 Phipps Plaza, Atlanta, GA 0 19,200 210,783 0 1,783 Port Charlotte Town Center, Port Charlotte, FL 52,099 5,561 59,381 0 8,769 Prien Lake Mall, Lake Charles, LA 0 1,893 2,829 3,091 35,256 </TABLE> <TABLE> <CAPTION> Gross Amounts At Which Carried At Close of Period ------------------------------------- Buildings and Accumulated Date of Name, Location Land Improvements Total(1) Depreciation(2) Construction - --------------------------------- ---- ------------ ----------- --------------- ------------ <S> <C> <C> <C> <C> <C> Hutchinson Mall, Hutchison, KS 1,683 21,425 23,108 5,147 1985 Independence Center, Independence, MO 5,539 61,686 67,225 8,017 1994 (Note 3) Ingram Park Mall, San Antonio, TX 989 31,807 32,796 9,468 1979 Irving Mall, Irving, TX 9,270 41,947 51,217 10,991 1971 Jefferson Valley Mall, Yorktown Heights, NY 4,868 34,713 39,581 8,690 1983 Knoxville Center, Knoxville, TN 8,718 56,512 65,230 8,836 1984 Lakeline Mall, N. Austin, TX 14,948 81,778 96,726 7,342 1999 (Note 4) La Plaza, McAllen, TX 9,648 24,001 33,649 3,698 1976 Lafayette Square, Indianapolis, IN 25,546 52,655 78,201 5,184 1996 (Note 4) Laguna Hills Mall, Laguna Hills, CA 28,074 58,928 87,002 3,818 1997 (Note 4) Lenox Square, Atlanta, GA 41,900 494,253 536,153 17,609 1998 (Note 4) Lima Mall, Lima, OH 7,910 39,228 47,138 3,819 1996 (Note 4) Lincolnwood Town Center, Lincolnwood, IL 11,225 64,776 76,001 14,756 1990 Livingston Mall, Livingston, NJ 30,200 105,688 135,888 3,763 1998 (Note 4) Longview Mall, Longview, TX 394 10,740 11,134 2,684 1978 Machesney Park Mall, Rockford, IL 734 11,627 12,361 3,879 1979 Markland Mall, Kokomo, IN 0 10,331 10,331 2,165 1968 Mc Cain Mall, N. Little Rock, AR 0 17,614 17,614 5,950 1973 Melbourne Square, Melbourne, FL 20,552 55,766 76,318 5,378 1996 (Note 4) Memorial Mall, Sheboygan, WI 175 5,734 5,909 1,613 1969 Menlo Park Mall, Edison, NJ 65,684 228,826 294,510 14,858 1997 (Note 4) Miami International Mall, Miami, FL 22,736 73,806 96,542 21,944 1996 (Note 4) Midland Park Mall, Midland, TX 687 15,746 16,433 4,739 1980 Miller Hill Mall, Duluth, MN 2,537 27,321 29,858 5,470 1973 Mission Viejo Mall, Mission Viejo, CA 14,752 172,181 186,933 6,877 1996 (Note 4) Mounds Mall, Anderson, IN 0 4,980 4,980 2,054 1965 Muncie Mall, Muncie, IN 224 27,195 27,419 4,502 1970 Nanuet Mall, Nanuet, NY 27,700 163,984 191,684 5,877 1998 (Note 4) North East Mall, Hurst, TX 4,308 132,917 137,225 5,349 1996 (Note 4) North Towne Square, Toledo, OH 579 10,454 11,033 4,730 1980 Northgate Mall, Seattle, WA 89,991 76,793 166,784 6,984 1996 (Note 4) Northlake Mall, Atlanta, GA 33,400 98,184 131,584 3,502 1998 (Note 4) Northwoods Mall, Peoria, IL 2,652 39,755 42,407 9,719 1983 (Note 3) Oak Court Mall, Memphis, TN 15,673 58,970 74,643 3,901 1997 (Note 4) Ocean County Mall, Toms River, NJ 20,900 125,960 146,860 4,489 1998 (Note 4) Orange Park Mall, Jacksonville, FL 13,345 79,942 93,287 11,030 1994 (Note 3) Orland Square, Orland Park, IL 36,770 132,004 168,774 8,206 1997 (Note 4) Paddock Mall, Ocala, FL 20,420 35,233 55,653 3,366 1996 (Note 4) Palm Beach Mall, West Palm Beach, FL 12,549 133,674 146,223 15,092 1998 (Note 4) Phipps Plaza, Atlanta, GA 19,200 212,566 231,766 7,583 1998 (Note 4) Port Charlotte Town Center, Port Charlotte, FL 5,561 68,150 73,711 6,003 1996 (Note 4) Prien Lake Mall, Lake Charles, LA 4,984 38,085 43,069 4,153 1972 </TABLE> 41
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 SCHEDULE III (Dollars in thousands) <TABLE> <CAPTION> Cost Capitalized Initial Cost Subsequent to Acquisition ----------------------- ------------------------- Buildings and Buildings and Name, Location Encumbrances Land Improvements Land Improvements - -------------- ------------ ---- ------------- ---- ------------- <S> <C> <C> <C> <C> <C> Raleigh Springs Mall, Memphis, TN 0 9,137 28,604 0 7,014 Randall Park Mall, Cleveland, OH 40,000 4,421 52,456 0 18,073 Richardson Square, Dallas, TX 0 4,867 6,329 1,075 11,338 Richmond Towne Square, Cleveland, OH 45,898 2,666 12,112 0 52,961 Richmond Square, Richmond, IN 0 3,410 11,343 0 9,037 River Oaks Center, Calumet City, IL 32,500 30,884 101,224 0 2,064 Rockaway Townsquare, Rockaway, NJ 0 50,500 218,557 0 2,479 Rolling Oaks Mall, North San Antonio, TX 0 2,647 38,609 (70) 1,788 Roosevelt Field, Garden City, NY 0 165,006 702,008 2,096 3,657 Ross Park Mall, Pittsburgh, PA 0 14,557 50,995 9,617 48,819 Santa Rosa Plaza, Santa Rosa, CA 0 10,400 87,864 0 815 South Hills Village, Pittsburgh, PA 0 23,453 125,858 0 708 South Park Mall, Shreveport, LA 26,384 855 13,684 74 2,806 South Shore Plaza, Braintree, MA 0 101,200 301,495 0 1,339 Southern Park Mall, Youngstown, OH 0 16,982 77,774 97 16,294 Southgate Mall, Yuma, AZ 0 1,817 7,974 0 3,415 St Charles Towne Center Waldorf, MD 28,780 9,329 52,974 1,180 10,833 Summit Mall, Akron, OH 0 23,742 42,769 0 13,191 Sunland Park Mall, El Paso, TX 39,125 2,896 28,900 0 4,682 Tacoma Mall, Tacoma, WA 92,474 39,263 125,826 0 10,289 Tippecanoe Mall, Lafayette, IN 61,330 4,187 8,474 5,517 33,545 Town Center at Boca Raton Boca Raton, FL 0 64,200 307,511 0 17,927 Towne East Square, Wichita, KS 79,756 9,495 18,479 2,042 11,626 Towne West Square, Wichita, KS 0 972 21,203 76 7,947 Treasure Coast Square, Jenson Beach, FL 64,419 11,124 73,108 3,067 10,479 Tyrone Square, St. Petersburg, FL 0 15,638 120,962 0 12,662 University Mall, Little Rock, AR 0 123 17,411 0 1,117 University Mall, Pensacola, FL 0 4,741 26,657 0 3,506 University Park Mall, South Bend, IN 59,500 15,105 61,466 0 9,063 Upper Valley Mall, Springfield, OH 30,940 8,421 38,745 0 1,626 Valle Vista Mall, Harlingen, TX 41,623 1,398 17,266 372 8,158 Virginia Center Commons, Richmond, VA 0 9,764 50,547 4,149 3,462 Walt Whitman Mall, Huntington Station, NY 0 51,700 111,170 3,789 24,388 Washington Square, Indianapolis, IN 33,541 20,146 41,248 0 5,912 West Ridge Mall, Topeka, KS 5,796 5,652 34,132 197 5,553 Westminster Mall, Westminster, CA 0 45,200 84,709 0 899 White Oaks Mall, Springfield, IL 16,500 3,024 35,692 1,153 14,109 Windsor Park Mall, San Antonio, TX 14,442 1,194 16,940 130 3,430 Woodville Mall, Toledo, OH 0 1,831 4,454 0 951 Community Shopping Centers Arboretum, The, Austin, TX 34,000 7,640 36,778 71 1,620 Arvada Plaza, Arvada, CO 0 70 342 608 825 Aurora Plaza, Aurora, CO 0 35 5,754 0 1,039 Bloomingdale Court, Bloomingdale, IL 29,879 8,764 26,184 0 1,889 </TABLE> <TABLE> <CAPTION> Gross Amounts At Which Carried At Close of Period -------------------------------------- Buildings and Accumulated Date of Name, Location Land Improvements Total (1) Depreciation (2) Construction - -------------- ---- ------------- -------- --------------- ------------ <S> <C> <C> <C> <C> <C> Raleigh Springs Mall, Memphis, TN 9,137 35,618 44,755 3,068 1996 (Note 4) Randall Park Mall, Cleveland, OH 4,421 70,529 74,950 6,019 1996 (Note 4) Richardson Square, Dallas, TX 5,942 17,667 23,609 1,679 1996 (Note 4) Richmond Towne Square, Cleveland, OH 2,666 65,073 67,739 2,416 1996 (Note 4) Richmond Square, Richmond, IN 3,410 20,380 23,790 2,055 1996 (Note 4) River Oaks Center, Calumet City, IL 30,884 103,288 134,172 6,358 1997 (Note 4) Rockaway Townsquare, Rockaway, NJ 50,500 221,036 271,536 7,843 1998 (Note 4) Rolling Oaks Mall, North San Antonio, TX 2,577 40,397 42,974 10,877 1998 (Note 4) Roosevelt Field, Garden City, NY 167,102 705,665 872,767 25,156 1998 (Note 4) Ross Park Mall, Pittsburgh, PA 24,174 99,814 123,988 13,370 1996 (Note 4) Santa Rosa Plaza, Santa Rosa, CA 10,400 88,679 99,079 3,186 1998 (Note 4) South Hills Village, Pittsburgh, PA 23,453 126,566 150,019 7,629 1997 (Note 4) South Park Mall, Shreveport, LA 929 16,490 17,419 5,417 1975 South Shore Plaza, Braintree, MA 101,200 302,834 404,034 10,860 1998 (Note 4) Southern Park Mall, Youngstown, OH 17,079 94,068 111,147 9,307 1996 (Note 4) Southgate Mall, Yuma, AZ 1,817 11,389 13,206 2,720 1988 (Note 3) St Charles Towne Center Waldorf, MD 10,509 63,807 74,316 15,715 1990 Summit Mall, Akron, OH 23,742 55,960 79,702 5,914 1996 (Note 4) Sunland Park Mall, El Paso, TX 2,896 33,582 36,478 9,568 1988 Tacoma Mall, Tacoma, WA 39,263 136,115 175,378 13,015 1996 (Note 4) Tippecanoe Mall, Lafayette, IN 9,704 42,019 51,723 11,774 1973 Town Center at Boca Raton Boca Raton, FL 64,200 325,438 389,638 10,560 1998 (Note 4) Towne East Square, Wichita, KS 11,537 30,105 41,642 9,189 1975 Towne West Square, Wichita, KS 1,048 29,150 30,198 8,264 1980 Treasure Coast Square, Jenson Beach, FL 14,191 83,587 97,778 7,560 1996 (Note 4) Tyrone Square, St. Petersburg, FL 15,638 133,624 149,262 12,477 1996 (Note 4) University Mall, Little Rock, AR 123 18,528 18,651 5,488 1967 University Mall, Pensacola, FL 4,741 30,163 34,904 4,648 1994 (Note 3) University Park Mall, South Bend, IN 15,105 70,529 85,634 32,852 1996 (Note 4) Upper Valley Mall, Springfield, OH 8,421 40,371 48,792 4,070 1996 (Note 4) Valle Vista Mall, Harlingen, TX 1,770 25,424 27,194 6,430 1983 Virginia Center Commons, Richmond, VA 13,913 54,009 67,922 4,977 1996 (Note 4) Walt Whitman Mall, Huntington Station, NY 55,489 135,558 191,047 6,720 1998 (Note 4) Washington Square, Indianapolis, IN 20,146 47,160 67,306 4,407 1996 (Note 4) West Ridge Mall, Topeka, KS 5,849 39,685 45,534 8,929 1988 Westminster Mall, Westminster, CA 45,200 85,608 130,808 3,036 1998 (Note 4) White Oaks Mall, Springfield, IL 4,177 49,801 53,978 8,633 1977 Windsor Park Mall, San Antonio, TX 1,324 20,370 21,694 6,019 1976 Woodville Mall, Toledo, OH 1,831 5,405 7,236 663 1996 (Note 4) Community Shopping Centers Arboretum, The, Austin, TX 7,711 38,398 46,109 1,196 1998 (Note 4) Arvada Plaza, Arvada, CO 678 1,167 1,845 404 1966 Aurora Plaza, Aurora, CO 35 6,793 6,828 2,086 1966 Bloomingdale Court, Bloomingdale, IL 8,764 28,073 36,837 4,985 1987 </TABLE> 42
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 SCHEDULE III (Dollars in thousands) <TABLE> <CAPTION> Cost Capitalized Initial Cost Subsequent to Acquisition --------------------- ------------------------- Buildings and Buildings and Name, Location Encumbrances Land Improvements Land Improvements - -------------------------------------------- ------------ ----- ------------ ---- ------------ <S> <C> <C> <C> <C> <C> Boardman Plaza, Youngstown, OH 18,277 8,189 26,355 0 2,024 Bridgeview Court, Bridgeview, IL 0 302 3,638 0 704 Brightwood Plaza, Indianapolis, IN 0 65 128 0 252 Buffalo Grove Towne Center, Buffalo Grove, IL 0 1,345 6,602 121 379 Celina Plaza, El Paso, TX 0 138 815 0 100 Century Mall, Merrillville, IN 0 2,190 9,589 0 1,410 Charles Towne Square, Charleston, SC 0 446 1,768 425 11,090 Chesapeake Center, Chesapeake, VA 6,563 5,352 12,279 0 102 Countryside Plaza, Countryside, IL 0 1,243 8,507 0 602 Eastgate Consumer Mall, Indianapolis, IN 22,929 424 4,722 187 2,705 Eastland Plaza, Tulsa, OK 0 908 3,709 0 0 Forest Plaza, Rockford, IL 16,388 4,187 16,818 453 626 Fox River Plaza, Elgin, IL 0 2,908 9,453 0 148 Glen Burnie Mall, Glen Burnie, MD 0 7,422 22,778 0 2,595 Great Lakes Plaza, Cleveland, OH 0 1,028 2,025 0 3,366 Greenwood Plus, Greenwood, IN 0 1,350 1,792 0 3,757 Griffith Park Plaza, Griffith, IN 0 0 2,412 0 135 Grove at Lakeland Square, The, Lakeland, FL 3,750 5,237 6,016 0 1,031 Hammond Square, Sandy Springs, GA 0 0 27 0 1 Highland Lakes Center, Orlando, FL 14,377 13,951 18,490 0 454 Ingram Plaza, San Antonio, TX 0 421 1,802 4 21 Keystone Shoppes, Indianapolis, IN 0 0 4,232 0 (7) Knoxville Commons, Knoxville, TN 0 3,731 5,345 0 1,787 Lake Plaza, Waukegan, IL 0 2,812 6,420 0 364 Lake View Plaza, Orland Park, IL 21,785 4,775 17,586 0 2,115 Lakeline Plaza, Austin, TX 23,883 5,929 25,732 0 5,696 Lima Center, Lima, OH 0 1,808 5,151 0 123 Lincoln Crossing, O'Fallon, IL 3,298 1,047 2,692 0 192 Mainland Crossing, Galveston, TX 1,603 1,609 1,737 0 221 Markland Plaza, Kokomo, IN 10,000 210 1,258 0 453 Martinsville Plaza, Martinsville, VA 0 0 584 0 50 Marwood Plaza, Indianapolis, IN 0 52 3,597 0 107 Matteson Plaza, Matteson, IL 9,593 1,830 9,737 0 1,986 Memorial Plaza, Sheboygan, WI 0 250 436 0 857 Mounds Mall Cinema, Anderson, IN 0 88 158 0 1 Muncie Plaza, Muncie, IN 0 626 10,626 (163) (5) New Castle Plaza, New Castle, IN 0 128 1,621 0 645 Shops at North East Plaza, The, Hurst, TX 0 8,988 2,198 3,553 25,979 North Ridge Plaza, Joliet, IL 0 2,831 7,699 0 451 North Riverside Park Plaza, N. Riverside, IL 7,386 1,062 2,490 0 644 Northland Plaza, Columbus, OH 0 4,490 8,893 0 1,034 Northwood Plaza, Fort Wayne, IN 0 302 2,922 0 584 Park Plaza, Hopkinsville, KY 0 300 1,572 0 211 Regency Plaza, St. Charles, MO 4,497 616 4,963 0 151 </TABLE> <TABLE> <CAPTION> Gross Amounts At Which Carried At Close of Period ----------------------------------------------------- Buildings and Accumulated Date of Name, Location Land Improvements Total (1) Depreciation (2) Construction - -------------------------------------------- ----- ------------ --------- ---------------- ------------ <S> <C> <C> <C> <C> <C> Boardman Plaza, Youngstown, OH 8,189 28,379 36,568 2,713 1996 (Note 4) Bridgeview Court, Bridgeview, IL 302 4,342 4,644 985 1988 Brightwood Plaza, Indianapolis, IN 65 380 445 147 1965 Buffalo Grove Towne Center, Buffalo Grove, IL 1,466 6,981 8,447 787 1988 Celina Plaza, El Paso, TX 138 915 1,053 221 1978 Century Mall, Merrillville, IN 2,190 10,999 13,189 4,019 1992 (Note 3) Charles Towne Square, Charleston, SC 871 12,858 13,729 333 1976 Chesapeake Center, Chesapeake, VA 5,352 12,381 17,733 1,216 1996 (Note 4) Countryside Plaza, Countryside, IL 1,243 9,109 10,352 2,507 1977 Eastgate Consumer Mall, Indianapolis, IN 611 7,427 8,038 3,216 1991 (Note 3) Eastland Plaza, Tulsa, OK 908 3,709 4,617 725 1986 Forest Plaza, Rockford, IL 4,640 17,444 22,084 3,022 1985 Fox River Plaza, Elgin, IL 2,908 9,601 12,509 1,623 1985 Glen Burnie Mall, Glen Burnie, MD 7,422 25,373 32,795 2,535 1996 (Note 4) Great Lakes Plaza, Cleveland, OH 1,028 5,391 6,419 663 1996 (Note 4) Greenwood Plus, Greenwood, IN 1,350 5,549 6,899 950 1979 (Note 3) Griffith Park Plaza, Griffith, IN 0 2,547 2,547 792 1979 Grove at Lakeland Square, The, Lakeland, FL 5,237 7,047 12,284 791 1996 (Note 4) Hammond Square, Sandy Springs, GA 0 28 28 9 1974 Highland Lakes Center, Orlando, FL 13,951 18,944 32,895 1,934 1996 (Note 4) Ingram Plaza, San Antonio, TX 425 1,823 2,248 670 1980 Keystone Shoppes, Indianapolis, IN 0 4,225 4,225 241 1997 (Note 4) Knoxville Commons, Knoxville, TN 3,731 7,132 10,863 1,355 1987 Lake Plaza, Waukegan, IL 2,812 6,784 9,596 1,088 1986 Lake View Plaza, Orland Park, IL 4,775 19,701 24,476 2,953 1986 Lakeline Plaza, Austin, TX 5,929 31,428 37,357 1,280 1999 (Note 4) Lima Center, Lima, OH 1,808 5,274 7,082 509 1996 (Note 4) Lincoln Crossing, O'Fallon, IL 1,047 2,884 3,931 449 1990 Mainland Crossing, Galveston, TX 1,609 1,958 3,567 220 1996 (Note 4) Markland Plaza, Kokomo, IN 210 1,711 1,921 613 1974 Martinsville Plaza, Martinsville, 0 634 634 400 1967 Marwood Plaza, Indianapolis, IN 52 3,704 3,756 842 1962 Matteson Plaza, Matteson, IL 1,830 11,723 13,553 2,033 1988 Memorial Plaza, Sheboygan, WI 250 1,293 1,543 407 1966 Mounds Mall Cinema, Anderson, IN 88 159 247 60 1974 Muncie Plaza, Muncie, IN 463 10,621 11,084 644 1998 New Castle Plaza, New Castle, IN 128 2,266 2,394 725 1966 Shops at North East Plaza, The, Hurst, TX 12,541 28,177 40,718 164 North Ridge Plaza, Joliet, IL 2,831 8,150 10,981 1,442 1985 North Riverside Park Plaza, N. Riverside, IL 1,062 3,134 4,196 983 1977 Northland Plaza, Columbus, OH 4,490 9,927 14,417 1,523 1988 Northwood Plaza, Fort Wayne, IN 302 3,506 3,808 1,015 1974 Park Plaza, Hopkinsville, KY 300 1,783 2,083 457 1968 Regency Plaza, St. Charles, MO 616 5,114 5,730 793 1988 </TABLE> 43
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 1999 SCHEDULE III (Dollars in thousands) <TABLE> <CAPTION> Cost Capitalized Initial Cost Subsequent to Acquisition ----------------------- ------------------------- Buildings and Buildings and Name, Location Encumbrances Land Improvements Land Improvements - -------------------------------------- ------------ ---- ------------ ---- ------------ <S> <C> <C> <C> <C> <C> Rockaway Convenience Center Rockaway, NJ 0 2,900 12,500 0 0 St. Charles Towne Plaza, Waldorf, MD 0 8,779 18,993 0 183 Teal Plaza, Lafayette, IN 0 99 878 0 2,957 Terrace at The Florida Mall, Orlando, FL 4,688 5,647 4,126 0 1,025 Tippecanoe Plaza, Lafayette, IN 0 265 440 305 4,967 University Center, South Bend, IN 0 2,388 5,214 0 339 Wabash Village, West Lafayette, IN 0 0 976 0 204 Washington Plaza, Indianapolis, IN 0 941 1,697 0 167 West Ridge Plaza, Topeka, KS 44,288 1,491 4,620 0 614 White Oaks Plaza, Springfield, IL 17,688 3,265 14,267 0 341 Wichita Mall, Wichita, KS 0 0 4,535 0 1,746 Wood Plaza, Fort Dodge, IA 0 45 380 0 867 Specialty Retail Centers The Forum Shops at Caesars, Las Vegas, NV 175,000 0 72,866 0 59,130 Trolley Square, Salt Lake City, UT 27,141 4,899 27,539 363 7,299 Office, Mixed-Use Properties and Other Lenox Building, Atlanta, GA 0 0 57,778 0 332 Net Lease Properties, Various 1,515 13,351 4,300 0 0 New Orleans Centre/CNG Tower, New Orleans, LA 0 3,679 41,231 0 6,223 O'Hare International Center, Rosemont, IL 0 125 60,287 1 9,017 Riverway, Rosemont, IL 0 8,739 129,175 16 7,121 Development Projects Bowie Town Center, Bowie, MD 0 6,000 570 0 1,648 Indian River Peripheral, Vero Beach, FL 0 790 57 0 0 Victoria Ward, Honolulu, HI 0 0 1,400 0 729 Waterford Lakes, Orlando, FL 30,336 0 1,114 9,662 46,704 Land, Garland, TX 0 0 0 12,002 0 Other 0 0 314 0 1,128 Corporate, Indianapolis, IN 0 2,745 500 280 2,640 ---------- ---------- ---------- -------- ---------- Subtotal - SPG $2,997,076 $2,018,067 $9,003,938 $114,917 $1,583,296 ---------- ---------- ---------- -------- ---------- Corporate, Indianapolis, IN 110 4,595 2,966 7 ---------- ---------- ---------- -------- ---------- Subtotal - SRC $ 110 $ 4,595 $ 2,966 $ 0 $ 7 ---------- ---------- ---------- -------- ---------- ---------- ---------- ---------- -------- ---------- $2,997,186 $2,022,662 $9,006,904 $114,917 $1,583,303 ========== ========== ========== ======== ========== </TABLE> <TABLE> <CAPTION> Gross Amounts At Which Carried At Close of Period ------------------------------------------ Buildings and Accumulated Date of Name, Location Land Improvements Total (1) Depreciation (2) Construction - -------------------------------------- ---- ------------ --------- ---------------- ------------ <S> <C> <C> <C> <C> <C> Rockaway Convenience Center Rockaway, NJ 2,900 12,500 15,400 446 1998 (Note 4) St. Charles Towne Plaza, Waldorf, MD 8,779 19,176 27,955 3,369 1987 Teal Plaza, Lafayette, IN 99 3,835 3,934 450 1962 Terrace at The Florida Mall, Orlando, FL 5,647 5,151 10,798 710 1996 (Note 4) Tippecanoe Plaza, Lafayette, IN 570 5,407 5,977 1,106 1974 University Center, South Bend, IN 2,388 5,553 7,941 4,796 1996 (Note 4) Wabash Village, West Lafayette, IN 0 1,180 1,180 348 1970 Washington Plaza, Indianapolis, IN 941 1,864 2,805 976 1996 (Note 4) West Ridge Plaza, Topeka, KS 1,491 5,234 6,725 895 1988 White Oaks Plaza, Springfield, IL 3,265 14,608 17,873 2,328 1986 Wichita Mall, Wichita, KS 0 6,281 6,281 2,014 1969 Wood Plaza, Fort Dodge, IA 45 1,247 1,292 333 1968 Specialty Retail Centers The Forum Shops at Caesars, Las Vegas, NV 0 131,996 131,996 21,738 1992 Trolley Square, Salt Lake City, UT 5,262 34,838 40,100 7,138 1986 (Note 3) Office, Mixed-Use Properties and Other Lenox Building, Atlanta, GA 0 58,110 58,110 2,096 1998 (Note 4) Net Lease Properties, Various 13,351 4,300 17,651 0 New Orleans Centre/CNG Tower, New Orleans, LA 3,679 47,454 51,133 4,249 1996 (Note 4) O'Hare International Center, Rosemont, IL 126 69,304 69,430 20,312 1988 Riverway, Rosemont, IL 8,755 136,296 145,051 39,949 1991 Development Projects Bowie Town Center, Bowie, MD 6,000 2,218 8,218 0 Indian River Peripheral, Vero Beach, FL 790 57 847 0 1996 (Note 4) Victoria Ward, Honolulu, HI 0 2,129 2,129 0 Waterford Lakes, Orlando, FL 9,662 47,818 57,480 137 Land, Garland, TX 12,002 0 12,002 0 Other 0 1,442 1,442 0 Corporate, Indianapolis, IN 3,025 3,140 6,165 2,294 ---------- ----------- ----------- ---------- Subtotal - SPG $2,132,984 $10,587,234 $12,720,218 $1,070,689 ---------- ----------- ----------- ---------- Corporate, Indianapolis, IN 4,595 2,973 7,568 1,252 ---------- ----------- ----------- ---------- Subtotal - SRC $ 4,595 $ 2,973 $ 7,568 $ 1,252 ---------- ----------- ----------- ---------- ---------- ----------- ----------- ---------- $2,137,579 $10,590,207 $12,727,786 $1,071,941 ========== =========== =========== ========== </TABLE> 44
SIMON PROPERTY GROUP, INC. AND SPG REALTY CONSULTANTS, INC. NOTES TO SCHEDULE III AS OF DECEMBER 31, 1999 (Dollars in thousands) (1) Reconciliation of Real Estate Properties: The changes in real estate assets for the years ended December 31, 1999, 1998 and 1997 are as follows: <TABLE> <CAPTION> Simon Property Group, Inc. ------------------------------------------------ 1999 1998 1997 ----------- ----------- ---------- <S> <C> <C> <C> Balance, beginning of year $11,757,035 $ 6,814,065 $5,273,465 Acquisitions and Consolidations 475,166 4,829,704 1,238,909 Improvements 545,840 357,023 312,558 Disposals (57,823) (126,454) (10,867) Deconsolidations -- (117,303) -- ----------- ----------- ---------- Balance, close of year $12,720,218 $11,757,035 $6,814,065 =========== =========== ========== SPG Realty Consultants, Inc. ------------------------------------------------ 1999 1998 1997 ----------- ----------- ---------- Balance, beginning of year $ 33,688 $32,146 $31,718 Acquisitions -- 1,542 -- Improvements 561 -- 428 Disposals (26,681) -- -- ----------- ----------- ---------- Balance, close of year $ 7,568 $33,688 $32,146 =========== =========== ========== </TABLE> The unaudited aggregate cost for SPG and SRC for federal income tax purposes as of December 31, 1999 were $8,644,003 and $7,568, respectively. (2) Reconciliation of Accumulated Depreciation: The changes in accumulated depreciation and amortization for the years ended December 31, 1999, 1998 and 1997 are as follows: <TABLE> <CAPTION> Simon Property Group, Inc. --------------------------------------------- 1999 1998 1997 ---------- -------- -------- <S> <C> <C> <C> Balance, beginning of year $ 689,853 $448,353 $270,637 Acquisitions and Consolidations 32,793 25,839 -- Depreciation expense 355,064 247,832 183,357 Disposals (7,021) (32,171) (5,641) ---------- -------- -------- Balance, close of year $1,070,689 $689,853 $448,353 ========== ======== ======== SPG Realty Consultants, Inc. --------------------------------------------- 1999 1998 1997 ---------- -------- -------- Balance, beginning of year $ 12,360 $10,613 $ 9,724 Depreciation expense 227 1,747 889 Disposals (11,335) -- -- ---------- -------- -------- Balance, close of year $ 1,252 $12,360 $10,613 ========== ======== ======== </TABLE> Depreciation of the Companies' investment in buildings and improvements reflected in the statements of operations is calculated over the estimated original lives of the assets as follows: Buildings and Improvements - typically 35 years Tenant Inducements - shorter of lease term or useful life (3) Initial cost represents net book value at December 20, 1993. (4) Not developed/constructed by Simon Group or its predecessors. The date of construction represents acquisition date. 45
INDEX TO EXHIBITS <TABLE> <CAPTION> Exhibits Page ---- <S> <C> 2.1 Agreement and Plan of Merger among SPG, Sub and DRC, dated as of March 26, 1996, as amended (included as Annex I to the Prospectus/Joint Proxy Statement filed as part of Form S-4 of Simon Property Group, Inc. (Registration No. 333-06933)). 2.2 Amendment and supplement to Offer to Purchase for Cash all Outstanding Beneficial Interests in The Retail Property Trust (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by the SPG Operating Partnership on September 12, 1997). 2.3 Merger Agreement between SDG, LP and SPG, LP (incorporated by reference to Exhibit 2.3 of the 1997 Form 10-K filed by Simon DeBartolo Group, Inc.). 2.4 Agreement and Plan of Merger among Simon DeBartolo Group, Inc. and Corporate Property Investors and Corporate Realty Consultants, Inc. (incorporated by reference to Exhibit 10.1 in the Form 8-K filed by Simon DeBartolo Group, Inc. on February 24, 1998). 3.1 Restated Certificate of Incorporation of SPG (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Companies on October 9, 1998). 3.2 Restated By-laws of SPG (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the Companies on October 9, 1998). 3.3 Restated Certificate of Incorporation of SRC (incorporated by reference to Exhibit 3.3 of the Form 8-K filed by the Companies on October 9, 1998). 3.4 Restated By-laws of SRC (incorporated by reference to Exhibit 3.4 of the Form 8-K filed by the Companies on October 9, 1998). 3.5 Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (Incorporated by reference to Exhibit 3.1 of the Companies' Form 10-Q filed on November 15, 1999). 3.5a Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (Incorporated by reference to Exhibit 3.1a of the Companies' Form 10-Q filed on November 15, 1999). 3.6 Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (Incorporated by reference to Exhibit 3.2 of the Companies' Form 10-Q filed on November 15, 1999). 3.6a Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (Incorporated by reference to Exhibit 3.2a of the Companies' Form 10-Q filed on November 15, 1999). 3.7 Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series E Cumulative Redeemable Preferred Stock, $0.0001 Par Value (Incorporated by reference to Exhibit 3.3 of the Companies' Form 10-Q filed on November 15, 1999). 4.1 Indenture, dated as of November 26, 1996, by and among the SPG Operating Partnership and The Chase Manhattan Bank, as trustee (incorporated by reference to the form of this document filed as Exhibit 4.1 to the Registration Statement on Form S-3 (Reg. No. 333-11491)). 4.2 Supplemental Indenture, dated as of June 22, 1998, by and among the SPG Operating Partnership and The Chase Manhattan Bank, as trustee, relating to the Securities (incorporated by reference as Exhibit 4.2 to the Registration Statement of Simon DeBartolo Group, L.P. on Form S-4 (Reg. No. 333-63645)). 4.3 Issuance Agreement, dated as of September 24, 1998, between SPG and SRC (incorporated by reference to Exhibit 4.5 of the Form 8-K filed by the Companies on October 9, 1998). 4.4 Trust Agreement, dated as of October 30, 1979 among shareholders of CPI, SRC and First Jersey National Bank, as Trustee (incorporated by reference to Exhibit 4.7 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 4.5 Trust Agreement, dated as of August 26, 1994, among the holders of the 6.50% First Series Preference Shares of CPI, SRC and Bank of Montreal Trust Company, as Trustee (incorporated by reference to Exhibit 4.8 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). </TABLE> 46
<TABLE> <CAPTION> <S> <C> <C> 9.1 Voting Trust Agreement, Voting Agreement and Proxy between MSA, on the one hand, and Melvin Simon, Herbert Simon and David Simon, on the other hand. (Incorporated by reference to exhibit 9.1 of the Form 10-K of Simon Property Group, Inc. for the fiscal year ended December 31, 1993). 10.1 Third Amended and Restated Credit Agreement dated as of August 25, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-Q filed by the SPG Operating Partnership on November 15, 1999). 10.2 Form of SPG Indemnity Agreement between SPG and its directors and officers. (incorporated by reference to Exhibit 10.7 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.3 Registration Rights Agreement (the "Agreement"), dated as of August 9, 1996, by and among the "Simon Family Members" (as defined in the Agreement), SPG, JCP Realty, Inc., Brandywine Realty, Inc., and the Estate of Edward J. DeBartolo Sr., Edward J. DeBartolo, Jr., Marie Denise DeBartolo York, and the Trusts and other entities listed on Schedule 2 of the Agreement, and any of their respective successors- in-interest and permitted assigns. (incorporated by reference to Exhibit 10.60 of the 1996 Form 10-K filed by Simon DeBartolo Group, Inc.) 10.4 SPG Registration Rights Agreement, dated as of September 24, 1998, by and among SPG and the persons named therein. (incorporated by reference to Exhibit 4.4 of the Form 8-K filed by SPG on October 9, 1998). 10.5 (a) The SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.6 (a) Form of Employment Agreement between Hans C. Mautner and the Companies (incorporated by reference to Exhibit 10.63 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.7 (a) Form of Employment Agreement between Mark S. Ticotin and the Companies (incorporated by reference to Exhibit 10.64 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.8 (a) Form of Incentive Stock Option Agreement between the Companies and Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.59 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.9 (a) Form of Incentive Stock Option Agreement between the Companies and Mark S. Ticotin pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.60 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.10 (a) Form of Nonqualified Stock Option Agreement between the Companies and Hans C. Mautner pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.61 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.11 (a) Form of Nonqualified Stock Option Agreement between the Companies and Mark S. Ticotin pursuant to the SPG Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 10.12 (a) CPI Executive Severance Policy, as amended and restated effective as of August 11, 1998 (incorporated by reference to Exhibit 10.65 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). 13.1 Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements of the Registrants as contained in the Registrants' 1999 Annual Report 21.1 List of Subsidiaries of the Company. 48 23.1 Consent of Arthur Andersen LLP. 49 23.2 Consent of Ernst & Young LLP 50 99.1 Report of Ernst & Young LLP on SRC's 1997 audited 51 financial statements 99.2 Financial Statements of Mill Creek </TABLE> (a) Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K. 47