<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-006138
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20010216
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010216
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SIMON PROPERTY GROUP INC /DE/
<CIK>0001063761
<ASSIGNED-SIC>6798
<IRS-NUMBER>046268599
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14469
<FILM-NUMBER>1549035
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>115 WEST WASHINGTON STREET
<CITY>INDIANAPOLIS
<STATE>IN
<ZIP>46204
<PHONE>3176361600
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>CORPORATE PROPERTY INVESTORS INC
<STREET2>THRE DAG MANNARSKJOLD PLAZA 305 E. 47TH
<CITY>NEW YORK
<STATE>NY
<ZIP>10017
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CORPORATE PROPERTY INVESTORS INC
<DATE-CHANGED>19980610
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2039186z8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) : February 16, 2001

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

         DELAWARE                      001-14469                 046268599
--------------------------------------------------------------------------------
(State or other jurisdiction          (Commission              (IRS Employer
     of incorporation)                File Number)           Identification No.)

                           115 WEST WASHINGTON STREET
                              INDIANAPOLIS, INDIANA                46204
--------------------------------------------------------------------------------
                     (Address of principal executive offices)    (Zip Code)

        Registrant's telephone number, including area code: 317.636.1600
                                                            ------------

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


                               Page 1 of 45 Pages
<PAGE>

ITEM 5. OTHER EVENTS

     On February 8, 2001, the Registrant issued a press release containing
information on earnings for the quarter and twelve months ended December 31,
2000 and other matters. A copy of the press release is included as an exhibit to
this filing.

     On February 8, 2001, the Registrant held a conference call to discuss
earnings for the quarter and twelve months ended December 31, 2000 and other
matters. A transcript of this conference call is included as an exhibit to this
filing.

     On February 16, 2001, the Registrant made available additional ownership
and operation information concerning the Registrant, SPG Realty Consultants,
Inc. (the Registrant's paired-share affiliate), Simon Property Group, L.P., and
properties owned or managed as of December 31, 2000, in the form of a
Supplemental Information package, a copy of which is included as an exhibit to
this filing. The Supplemental Information package is available upon request as
specified therein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     Financial Statements:

          NONE

     Exhibits:

<TABLE>
<CAPTION>
                                                                Page Number in
Exhibit No.         Description                                  This Filing
-----------         -----------                                  -----------
<S>                 <C>                                          <C>
     99.1           Supplemental Information                      5
                    as of December 31, 2000

     99.2           Earnings Release for the                     31
                    quarter and twelve months
                    ended December 31, 2000

     99.3           Teleconference text for the                  40
                    quarter and twelve months
                    ended December 31, 2000
</TABLE>


                               Page 2 of 45 Pages
<PAGE>

                                   SIGNATURES

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

     Dated: February 16, 2001

                                   SIMON PROPERTY GROUP, INC.


                                   By: /s/ Stephen E. Sterrett
                                       ------------------------
                                        Stephen E. Sterrett,
                                        Chief Financial Officer


                               Page 3 of 45 Pages
<PAGE>

                              SIMON PROPERTY GROUP
                                TABLE OF CONTENTS
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
DESCRIPTION                                                                PAGE
-----------                                                                ----
<S>            <C>                                                         <C>
Exhibit 99.1   Supplemental Information

               Overview                                                        5

               Ownership Structure                                           6-8

               Reconciliation of Income to Funds from Operations ("FFO")       9

               Selected Financial Information                              10-12

               Portfolio GLA, Occupancy & Rent Data                           13

               Rent Information                                               14

               Lease Expirations                                           15-16

               Debt Amortization and Maturities by Year                       17

               Summary of Indebtedness                                        18

               Summary of Indebtedness by Maturity                         19-25

               Summary of Variable Rate Debt and Interest Rate
               Protection Agreements                                       26-27

               New Development Activities                                     28

               Significant Renovation/Expansion Activities                    29

               Capital Expenditures                                           30

Exhibit 99.2   Press Release                                               31-39

Exhibit 99.3   Teleconference Text - February 8, 2001                      40-45
</TABLE>


                                    4 of 45
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2039186zex-99_1.txt
<DESCRIPTION>SUPPLEMENTAL INFO DTD 12/31/00
<TEXT>

<PAGE>

                                                                   Exhibit 99.1

                              SIMON PROPERTY GROUP
                                    OVERVIEW

THE COMPANY

Simon Property Group, Inc. ("SPG") (NYSE:SPG) is a self-administered and
self-managed real estate investment trust ("REIT"). Simon Property Group, L.P.
(the "Operating Partnership") is a subsidiary partnership of SPG. Shares of SPG
are paired with beneficial interests in shares of stock of SPG Realty
Consultants, Inc. ("SRC", and together with SPG, the "Company"). The Company and
the Operating Partnership (collectively the "Simon Group") are engaged primarily
in the ownership, operation, management, leasing, acquisition, expansion and
development of real estate properties, primarily regional malls and community
shopping centers.

At December 31, 2000, the Company, directly or through the Operating
Partnership, owned or had an interest in 252 properties which consisted of
regional malls, community shopping centers, and specialty and mixed-use
properties containing an aggregate of 186 million square feet of gross leasable
area (GLA) in 36 states and five assets in Europe. The Company, together with
its affiliated management companies, owned or managed approximately 191 million
square feet of GLA in retail and mixed-use properties.

This package was prepared to provide (1) ownership information, (2) certain
operational information, and (3) debt information as of December 31, 2000, for
the Company and the Operating Partnership.

Certain statements contained in this Supplemental Package may constitute
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Readers are cautioned that
forward-looking statements involve risks and uncertainties, which may affect the
business and prospects of the Company and the Operating Partnership. We direct
you to the Company's various filings with the Securities and Exchange Commission
including Form 10-K and Form 10-Q for a detailed discussion of risks and
uncertainties.

We hope you find this Supplemental Package beneficial. Any questions, comments
or suggestions should be directed to: Shelly J. Doran, Director of Investor
Relations-Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207.
Telephone: (317) 685-7330; e-mail: sdoran@simon.com


                                    5 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                        ECONOMIC OWNERSHIP STRUCTURE (1)
                                DECEMBER 31, 2000

SIMON PROPERTY GROUP, L.P.                                     235,241,042 units

<TABLE>

Partners:                                             Units              %
---------                                          -----------         -------
<S>                                                <C>                 <C>
Simon Property Group, Inc.(2)(3)(4)
          Public Shareholders                      166,528,352           96.9%
          Simon Family                               4,293,311            2.5%
          DeBartolo Family                              32,206            0.0%
          Executive Management (5)                   1,091,891            0.6%
                                                   -----------         ------
                                                   171,945,760         100.00%
                                                   -----------         ------

     Limited Partners:
          Simon Family                              34,584,455           53.2%
          DeBartolo Family                          21,759,328           33.5%
          Executive Management (5)                     153,498            0.2%
          Other Limited Partners                     8,468,945           13.1%
                                                   -----------         ------
                                                    64,966,226          100.0%
                                                   -----------         ------

Ownership of Simon Property Group, L.P.

     Simon Property Group, Inc.
          Public Shareholders                                            70.1%
          Simon Family                                                    1.8%
          DeBartolo Family                                                0.0%
          Executive Management (5)                                        0.5%
                                                                       ------
                                                                         72.4%
                                                                       ------

     Limited Partners
          Simon Family                                                   14.7%
          DeBartolo Family                                                9.2%
          Executive Management (5)                                        0.1%
          Other Limited Partners                                          3.6%
                                                                       ------
                                                                         27.6%
                                                                       ------
                                                                        100.0%
                                                                       ------
</TABLE>

(1)  Schedule excludes preferred stock (see "Preferred Stock/Units Outstanding")
     and units not convertible into common stock.

(2)  General partner of Simon Property Group, L.P.

(3)  Shares of Simon Property Group, Inc. ("SPG") are paired with beneficial
     interests in shares of stock of SPG Realty Consultants, Inc.

(4)  The number of outstanding shares of common stock of SPG exceeds the number
     of Simon Property Group, L.P. units owned by SPG by 1,670,944. This is the
     result of the direct ownership of Ocean County Mall by SPG, partially
     offset by units issued to SPG in exchange for Northshore Mall.

(5)  Executive management excludes Simon family members.


                               Page 6 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                   CHANGES IN COMMON SHARES AND UNIT OWNERSHIP
         FOR THE PERIOD FROM DECEMBER 31, 1999 THROUGH DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                    OPERATING
                                                                   PARTNERSHIP        COMPANY
                                                                     UNITS(1)     COMMON SHARES(2)
                                                                     --------     ----------------
<S>                                                                <C>              <C>
Number Outstanding at December 31, 1999                            65,444,680       173,165,255

Restricted Stock Awards (Stock Incentive Program), net                   --             417,994

Issuance of Stock for Stock Option Exercises                             --              27,910

Conversion of Series A Preferred Stock into Common Stock                 --              85,288

Conversion of Series B Preferred Stock into Common Stock                 --              36,913

Conversion of Units into Cash                                        (478,454)             --

Stock Purchased as Treasury Stock                                        --          (1,596,100)

Stock Purchased by Affiliated Captive Insurance Company                  --            (191,500)

NUMBER OUTSTANDING AT DECEMBER 31, 2000                            64,966,226       171,945,760
</TABLE>

--------------------------------------------------------------------------------
         TOTAL COMMON SHARES AND UNITS OUTSTANDING AT DECEMBER 31, 2000:
                                 236,911,986(2)
--------------------------------------------------------------------------------

<TABLE>

<S>                                                                                 <C>
DETAILS FOR DILUTED FFO CALCULATION:

Company Common Shares Outstanding at December 31, 2000                              171,945,760

Number of Common Shares Issuable Assuming Conversion of:

     Series A Preferred 6.5% Convertible(3)                                           1,940,005
     Series B Preferred 6.5% Convertible(3)                                          12,490,773

Net Number of Common Shares Issuable Assuming Exercise of Stock Options                 107,740

Diluted Common Shares Outstanding at December 31, 2000                              186,484,278
</TABLE>

--------------------------------------------------------------------------------
     FULLY DILUTED COMMON SHARES AND UNITS OUTSTANDING AT DECEMBER 31, 2000:
                                   251,450,504
--------------------------------------------------------------------------------

(1)  Excludes units owned by the Company (shown here as Company Common Shares)
     and units not convertible into common shares.

(2)  Excludes preferred units relating to preferred stock outstanding (see
     Schedule of Preferred Stock Outstanding).

(3)  Conversion terms provided in footnotes (1) and (2) on page 8 of this
     document.

                                    7 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                        PREFERRED STOCK/UNITS OUTSTANDING
                             AS OF DECEMBER 31, 2000
                                  ($ IN 000'S)

<TABLE>
<CAPTION>

                                                                      NUMBER OF     LIQUIDATION                    TICKER
          ISSUER                           DESCRIPTION              SHARES/UNITS     PREFERENCE          $         SYMBOL
          ------                           -----------              ------------    -----------       -------      ------
<S>                                <C>                              <C>             <C>               <C>          <C>
PREFERRED SHARES:
CONVERTIBLE
-------------------------------------------------------------------------------------------------------------------------
Simon Property Group, Inc.         Series A Preferred                    51,059        $1,000         $ 51,059      N/A
                                   6.5% Convertible (1)
-------------------------------------------------------------------------------------------------------------------------
Simon Property Group, Inc.         Series B Preferred                 4,830,057          $100         $483,006     SPGPrB
                                   6.5% Convertible (2)
-------------------------------------------------------------------------------------------------------------------------

PERPETUAL
-------------------------------------------------------------------------------------------------------------------------
SPG Properties, Inc.               Series B Preferred                 8,000,000           $25         $200,000     SGVPrB
                                   8 3/4% Perpetual (3)
-------------------------------------------------------------------------------------------------------------------------
SPG Properties, Inc.               Series C Preferred                 3,000,000           $50         $150,000      N/A
                                   7.89% Perpetual (4)
-------------------------------------------------------------------------------------------------------------------------
Simon Property Group, Inc.         Series E Preferred 8%              1,000,000           $25         $ 25,000      N/A
                                   Cumulative Redeemable (5)
-------------------------------------------------------------------------------------------------------------------------

PREFERRED UNITS:
-------------------------------------------------------------------------------------------------------------------------
Simon Property Group, L.P.         Series C 7% Cumulative             2,584,227           $28         $ 72,358      N/A
                                   Convertible Preferred(6)
-------------------------------------------------------------------------------------------------------------------------
Simon Property Group, L.P.         Series D 8% Cumulative             2,584,227           $30         $ 77,527      N/A
                                   Redeemable Preferred (7)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Assumed in connection with the CPI merger. Each share is convertible into a
     number of shares of common stock obtained by dividing $1,000 by $26.319
     (conversion price), which is subject to adjustment as outlined below. The
     stock is not redeemable, except as needed to maintain or bring the direct
     or indirect ownership of the capital stock of the Company into conformity
     with the requirements of Section 856(a)(6) of the Code.

(2)  Issued as part of the consideration for the CPI merger. Each share is
     convertible into a number of shares of common stock of the Company obtained
     by dividing $100 by $38.669 (the conversion price), which is subject to
     adjustment as outlined below. The Company may redeem the stock on or after
     September 24, 2003 at a price beginning at 105% of the liquidation
     preference plus accrued dividends and declining to 100% of the liquidation
     preference plus accrued dividends any time on or after September 24, 2008.
     The shares are traded on the New York Stock Exchange. The closing price on
     December 29, 2000, was $69 per share.

          THE CONVERSION PRICES OF THE SERIES A AND SERIES B CONVERTIBLE
          PREFERRED STOCK ARE SUBJECT TO ADJUSTMENT BY THE COMPANY IN CONNECTION
          WITH CERTAIN EVENTS.

(3)  SPG Properties, Inc. may redeem the stock on or after September 29, 2006.
     The shares are not convertible into any other securities of SPG Properties,
     Inc. or the Company. The shares are traded on the New York Stock Exchange.
     The closing price on December 29, 2000, was $23.375 per share.

(4)  The Cumulative Step-Up Premium Rate Preferred Stock was issued at 7.89%.
     The shares are redeemable after September 30, 2007. Beginning October 1,
     2012, the rate increases to 9.89%.

(5)  Issued in connection with the acquisition of Mall of America. Simon
     Property Group, Inc. Series E Preferred 8% Cumulative Redeemable Stock is
     not redeemable prior to August 27, 2004.

(6)  Issued in connection with the New England Development Acquisition. Each
     unit/share is convertible into 0.75676 shares of common stock on or after
     August 27, 2004 if certain conditions are met. Each unit/share is not
     redeemable prior to August 27, 2009.

(7)  Issued in connection with the New England Development Acquisition. Each
     unit/share is not redeemable prior to August 27, 2009.


                                    8 of 45
<PAGE>

                              SIMON PROPERTY GROUP
            RECONCILIATION OF INCOME TO FUNDS FROM OPERATIONS ("FFO")
                             AS OF DECEMBER 31, 2000
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED              TWELVE MONTHS ENDED
                                                                             DECEMBER 31,                    DECEMBER 31,
                                                                         2000            1999            2000            1999
                                                                       -------         -------         ------          ------
<S>                                                                    <C>             <C>             <C>             <C>
THE OPERATING PARTNERSHIP

Income Before Extraordinary Items and Cumulative Effect
     of Accounting Change                                              $122,937        $ 94,249        $347,419        $316,100

Plus: Real Estate Depreciation and Amortization from Combined
      Consolidated Properties                                           115,929         109,002         418,670         381,265

Plus: Simon Group's Share of Real Estate Depreciation and
      Amortization, Extraordinary Items and Other Items from
      Unconsolidated Affiliates                                          32,310          38,056         119,562          97,247

Less: Unusual Item (1)                                                     --              --              --           (12,000)

Less: (Gain) Loss on Sale of Real Estate, Net (2)                          (323)         (2,246)         (9,132)          7,062

Less: Minority Interest Portion of Real Estate Depreciation and
      Amortization                                                       (1,505)         (1,562)         (5,951)         (5,128)

Less: Preferred Distributions (including those of subsidiary)           (19,336)        (18,805)        (77,410)        (69,323)

                                                                       --------        --------        --------        --------
FFO of the Simon Group Portfolio                                       $250,012        $218,694        $793,158        $715,223
                                                                       --------        --------        --------        --------

     PERCENT INCREASE                                                      14.3%                           10.9%

================================================================================================================================

FFO of the Simon Group Portfolio                                       $250,012        $218,694        $793,158        $715,223

BASIC FFO PER PAIRED SHARE:

Basic FFO Allocable to the Company                                     $181,629        $158,737        $575,655        $520,346

Basic Weighted Average Paired Shares Outstanding                        171,934         173,167         172,895         172,089

Basic FFO per Paired Share                                             $   1.06        $   0.92        $   3.33        $   3.02
                                                                       ========        ========        ========        ========

     PERCENT INCREASE                                                      15.2%             (3)           10.3%             (3)

DILUTED FFO PER PAIRED SHARE:

Diluted FFO Allocable to the Company                                   $192,034        $168,687        $614,034        $559,752

Diluted Weighted Average Number of Equivalent Paired Shares             186,468         187,735         187,469         187,732

Diluted FFO per Paired Share                                           $   1.03        $   0.90        $   3.28        $   2.98
                                                                       ========        ========        ========        ========

     PERCENT INCREASE                                                      14.4%             (3)           10.1%             (3)

================================================================================================================================
</TABLE>

(1)  Relates to litigation filed by former employees/shareholders of DeBartolo
     Realty Corporation (purchased by SPG in 1996) regarding stock incentive
     plan shares. Judgment was rendered in favor of SPG in district court, but
     reversed by appellate court on August 18, 1999.

(2)  Net of asset write downs of $10.57 million for the twelve months ended
     December 31, 2000.

(3)  On January 1, 2000, the Company adopted Staff Accounting Bulletin 101 ("SAB
     101"), which addresses certain revenue recognition policies, including the
     accounting for overage rent by a landlord. In addition, the Company adopted
     NAREIT's FFO definition clarification, which requires inclusion in FFO of
     the effects of non-recurring items. 1999 results include a charge related
     to litigation for $12 million as well as the $7.3 million write-down of
     land held for disposition.


                                    9 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                         SELECTED FINANCIAL INFORMATION
                             AS OF DECEMBER 31, 2000
                         (In thousands, except as noted)

<TABLE>
<CAPTION>
                                                           AS OF OR FOR THE
                                                         TWELVE MONTHS ENDED
                                                             DECEMBER 31,
                                                           2000            1999           % CHANGE
                                                           ----            ----           --------
<S>                                                     <C>             <C>               <C>
FINANCIAL HIGHLIGHTS OF THE COMPANY

Total Revenue - Consolidated Properties                 $2,020,751      $1,892,703         6.8%

Total EBITDA of the Simon Group Portfolio               $2,102,146      $1,843,131        14.1%
Simon Group's Share of EBITDA                           $1,616,616      $1,455,272        11.1%

Net Income Available to Common Shareholders             $  186,528      $  167,314        11.5%
Basic Net Income per Paired Share                       $     1.08      $     0.97        11.3%
Diluted Net Income per Paired Share                     $     1.08      $     0.97        11.3%

FFO of the Simon Group Portfolio                        $  793,158      $  715,223        10.9%
Basic FFO Allocable to the Company                      $  575,655      $  520,346        10.6%
Diluted FFO Allocable to the Company                    $  614,034      $  559,752         9.7%
Basic FFO per Paired Share                              $     3.33      $     3.02        10.3%
Diluted FFO per Paired Share                            $     3.28      $     2.98        10.1%

Distributions per Paired Share                          $   2.0200      $   2.0200         0.0%
</TABLE>



                                   10 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                         SELECTED FINANCIAL INFORMATION
                             AS OF DECEMBER 31, 2000
                         (In thousands, except as noted)

<TABLE>
<CAPTION>
                                                                        AS OF OR FOR THE
                                                                       TWELVE MONTHS ENDED
                                                                          DECEMBER 31,
                                                                          2000          1999        % CHANGE
                                                                       --------      ---------      --------
<S>                                                                    <C>           <C>            <C>
OPERATIONAL STATISTICS

Occupancy at End of Period:
     Regional Malls (1)                                                    91.8%         90.6%       1.2 %
     Community Shopping Centers (2)                                        91.5%         88.6%       2.9 %

Average Base Rent per Square Foot:
     Regional Malls (1)                                                $  28.31      $  27.33        3.6 %
     Community Shopping Centers (2)                                    $   9.36      $   8.36       12.0 %

Regional Malls:
     Total Tenant Sales Volume, in millions (3)(4)                     $ 16,561      $ 15,542        6.6 %
     Comparable Sales per Square Foot (4)                              $    384      $    377        1.9 %
     Total Sales per Square Foot (4)                                   $    377      $    367        2.7 %

Number of U.S. Properties Open at End of Period                             252           259       (2.7)%

Total U.S. GLA at End of Period, in millions of square feet               185.6         184.6        0.5 %
</TABLE>

(1)  Includes mall and freestanding stores.

(2)  Includes all Owned GLA.

(3)  Represents only those tenants who report sales.

(4)  Based upon the standard definition of sales for regional malls adopted by
     the International Council of Shopping Centers which includes only mall and
     freestanding stores less than 10,000 square feet.


                                   11 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                         SELECTED FINANCIAL INFORMATION
                             AS OF DECEMBER 31, 2000
                         (In thousands, except as noted)

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,  DECEMBER 31,
                                                                         2000         1999
                                                                         ----         ----
<S>                                                                    <C>          <C>
EQUITY INFORMATION

Limited Partner Units Outstanding at End of Period                      64,966       65,445
Paired Shares Outstanding at End of Period                             171,946      173,165
                                                                       -------      -------

Total Common Shares and Units Outstanding at End of Period             236,912      238,610
                                                                       =======      =======

Basic Weighted Average Paired Shares Outstanding                       172,895      172,089
Diluted Weighted Average Number of Equivalent Paired Shares(1)         187,469      187,732
</TABLE>

<TABLE>
<CAPTION>

                                                                       DECEMBER 31,     DECEMBER 31,
                                                                          2000             1999
                                                                       ------------     ------------
<S>                                                                    <C>              <C>
DEBT INFORMATION

Consolidated Debt                                                      $ 8,728,582      $ 8,768,951

Simon Group's Share of Joint Venture Debt                              $ 2,186,197      $ 1,886,360


DEBT-TO-MARKET CAPITALIZATION

Common Stock Price at End of Period                                    $   24.0000      $   22.9375

Equity Market Capitalization (2)                                       $ 6,596,008      $ 6,320,891

Total Consolidated Capitalization                                      $15,324,590      $15,089,842

Total Capitalization - Including Simon Group's Share of JV Debt        $17,510,787      $16,976,202
</TABLE>

(1)  Diluted for purposes of computing FFO per share.

(2)  Market value of Common Stock, Units and all issues of Preferred Stock of
     SPG and SPG Properties, Inc.


                                   12 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                      PORTFOLIO GLA, OCCUPANCY & RENT DATA
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                                                                              AVG. ANNUALIZED
                                                                                  % OF OWNED   BASE RENT PER
                                                       TOTAL            % OF       GLA WHICH  LEASED SQ. FT.
TYPE OF PROPERTY                    GLA-SQ. FT.      OWNED GLA        OWNED GLA    IS LEASED   OF OWNED GLA
-------------------------------------------------------------------------------------------------------------
<S>                                 <C>              <C>              <C>          <C>         <C>
REGIONAL MALLS

-Anchor                              96,726,235       29,277,595        26.5%      98.9%       $ 3.87
-Mall Store                          56,215,386       56,167,489        50.9%      91.7%       $29.00
-Freestanding                         3,693,816        1,838,938         1.7%      95.3%       $ 9.27
                                    -----------      -----------      ------
SUBTOTAL                             59,909,202       58,006,427        52.6%      91.8%       $28.31

REGIONAL MALL TOTAL                 156,635,437       87,284,022        79.1%      94.2%       $19.53

COMMUNITY SHOPPING CENTERS

-Anchor                              12,862,106        8,175,109         7.4%      94.8%       $ 7.64
-Mall Store                           4,343,802        4,258,044         3.9%      85.4%        13.00
-Freestanding                           798,590          324,098          .3%      90.8%         9.07
                                    -----------      -----------      ------

COMMUNITY CTR. TOTAL                 18,004,498       12,757,251        11.6%      91.5%       $ 9.36

OFFICE PORTION OF
MIXED-USE PROPERTIES                  2,543,235        2,543,235         2.3%      88.2%       $18.41

VALUE-ORIENTED
SUPER-REGIONAL MALLS                  6,465,886        6,340,886         5.7%      92.9%       $17.45

OTHER                                 1,964,571        1,480,021         1.3%

GRAND TOTAL                         185,613,627      110,405,415      100.00%
</TABLE>

--------------------------------------------------------------------------------
                                OCCUPANCY HISTORY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                     COMMUNITY
            AS OF            REGIONAL MALLS(1)   SHOPPING CENTERS(2)
            -----            -----------------   -------------------
<S>                                <C>                 <C>
          12/31/00                 91.8%               91.5%
          12/31/99                 90.6%               88.6%
          12/31/98                 90.0%               91.4%
          12/31/97                 87.3%               91.3%
          12/31/96                 84.7%               91.6%
</TABLE>

(1)  Includes mall and freestanding stores.

(2)  Includes all Owned GLA.


                                   13 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                                RENT INFORMATION
                             AS OF DECEMBER 31, 2000

-----------------
AVERAGE BASE RENT
-----------------

<TABLE>
<CAPTION>
                                MALL & FREESTANDING      %        COMMUNITY         %
  AS OF                      STORES AT REGIONAL MALLS  CHANGE  SHOPPING CENTERS   CHANGE
  -----                      ------------------------- ------  ----------------   ------
<S>                          <C>                       <C>     <C>                <C>
12/31/00                                $28.31          3.6%        $9.36         12.0%

12/31/99                                 27.33          6.3          8.36          8.9

12/31/98                                 25.70          8.7          7.68          3.2

12/31/97                                 23.65         14.4          7.44         (2.7)

12/31/96                                 20.68          7.8          7.65          4.9
</TABLE>

------------
RENTAL RATES
------------

<TABLE>
<CAPTION>
                                 BASE RENT (1)
                                 -------------
                    STORE OPENINGS        STORE CLOSINGS                              AMOUNT OF CHANGE
YEAR                 DURING PERIOD         DURING PERIOD                        DOLLAR             PERCENTAGE
----                 -------------         -------------                        ------             ----------
<C>                     <C>                   <C>                               <C>                   <C>
REGIONAL MALLS:

2000                    $35.13                $29.24                            $5.89                 20.1%

1999                     31.25                 24.55                             6.70                 27.3

1998                     27.33                 23.63                             3.70                 15.7

1997                     29.66                 21.26                             8.40                 39.5

1996                     23.59                 18.73                             4.86                 25.9

COMMUNITY SHOPPING CENTERS:

2000                    $14.21                $11.51                            $2.70                23.5%

1999                     10.26                  7.44                             2.82                37.9

1998                     10.43                 10.95                            (0.52)               (4.7)

1997                      8.63                  9.44                            (0.81)               (8.6)

1996                      8.18                  6.16                             2.02                32.8
</TABLE>

(1)  Represents the average base rent in effect during the period for those
     tenants who signed leases as compared to the average base rent in effect
     during the period for those tenants whose leases terminated or expired.


                                   14 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                              LEASE EXPIRATIONS(1)
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                             AVG. BASE RENT
                                        NUMBER OF           SQUARE          PER SQUARE FOOT
               YEAR                  LEASES EXPIRING         FEET             AT 12/31/00
               ----                  ---------------     ------------       ---------------
<S>                                  <C>                 <C>                <C>
-------------------------------------------
Regional Malls - Mall & Freestanding Stores
-------------------------------------------

2001                                      1,456           3,182,615             $26.55
2002                                      1,857           3,583,635              28.01
2003                                      1,994           4,488,498              30.15
2004                                      1,736           4,579,376              29.15
2005                                      1,723           5,347,386              28.23
2006                                      1,597           4,473,182              29.84
2007                                      1,440           4,207,431              31.74
2008                                      1,298           4,479,484              30.16
2009                                      1,371           4,496,472              28.21
2010                                      1,548           4,670,875              32.26
                                         ------          ----------
TOTALS                                   16,020          43,508,954             $29.54

-------------------------------
Regional Malls - Anchor Tenants
-------------------------------

2001                                          9           1,090,608             $1.86
2002                                         16           1,948,271              1.85
2003                                         18           2,156,140              2.29
2004                                         25           2,462,680              3.31
2005                                         22           2,812,358              2.28
2006                                         18           2,095,152              3.25
2007                                          6             766,048              1.77
2008                                         14           1,400,573              4.81
2009                                         16           1,986,791              2.82
2010                                         15           1,505,476              4.27
                                         ------          ----------
TOTALS                                      159          18,224,097             $2.86

-----------------------------------------------------
Community Centers - Mall Stores & Freestanding Stores
-----------------------------------------------------

2001                                        140             364,600             $12.81
2002                                        222             557,460              11.59
2003                                        158             562,287              11.91
2004                                        138             472,969              13.41
2005                                        178             656,188              14.17
2006                                         53             267,627              11.93
2007                                         19             167,367              11.34
2008                                         15             117,334              13.36
2009                                         14              84,118              16.25
2010                                         25             191,998              14.75
                                         ------          ----------
TOTALS                                      962           3,441,948             $12.88
</TABLE>

(1)  Does not consider the impact of options to renew that may be contained in
     leases.


                                   15 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                              LEASE EXPIRATIONS(1)
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>

                                                                             AVG. BASE RENT
                                        NUMBER OF           SQUARE          PER SQUARE FOOT
               YEAR                  LEASES EXPIRING         FEET             AT 12/31/00
               ----                  ---------------     ------------       ---------------
<S>                                  <C>                 <C>                <C>
----------------------------------
Community Centers - Anchor Tenants
----------------------------------

2001                                          7             227,142             $ 4.59
2002                                          8             234,940               6.89
2003                                         14             570,752               4.81
2004                                         12             410,586               5.03
2005                                         17             751,911               6.71
2006                                         13             604,074               5.61
2007                                         11             466,173               6.28
2008                                          9             237,172              10.94
2009                                         15             689,636               6.92
2010                                         19             694,260               9.88
                                         ------          ----------
TOTALS                                      125           4,886,646             $ 6.78
</TABLE>

(1)  Does not consider the impact of options to renew that may be contained in
     leases.


                                   16 of 45
<PAGE>

                              SIMON PROPERTY GROUP
          SPG'S SHARE OF TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR
                             AS OF DECEMBER 31, 2000
                                 (In thousands)

<TABLE>
<CAPTION>

------------------------------------------------  -----------------------  ------------------  ---------------  --------------
                                                      SPG'S SHARE OF       SPG'S SHARE OF      SPG'S SHARE OF
                                                         SECURED              UNSECURED        UNCONSOLIDATED   SPG'S SHARE OF
                                                      CONSOLIDATED          CONSOLIDATED        JOINT VENTURE       TOTAL
                        YEAR                               DEBT                 DEBT                DEBT             DEBT
------------------------------------------------  -----------------------  ------------------  ---------------  --------------
<S>                                               <C>                      <C>                 <C>              <C>
2001 ..........................................    1          220,355           925,000(a)          139,840        1,285,195
2002 ..........................................    2          355,854           422,929             102,694          881,477
2003 ..........................................    3          604,223         1,220,000             318,846        2,143,069
2004 ..........................................    4          683,312           733,192             198,195        1,614,699
2005 ..........................................    5          155,975           660,000             346,640        1,162,615
2006 ..........................................    6          133,589           250,000             301,185          684,774
2007 ..........................................    7          271,199           180,000             139,693          590,892
2008 ..........................................    8           44,928           200,000             300,491          545,419
2009 ..........................................    9          331,849           450,000              42,017          823,866
2010 ..........................................   10           99,071                 0             262,378          361,449
Thereafter                                                    106,231           525,000               3,584          634,815
                                                          -----------       -----------         -----------      -----------

Subtotal Face Amounts                                     $ 3,006,586       $ 5,566,121         $ 2,155,563      $10,728,270
                                                          -----------       -----------         -----------      -----------

Premiums and Discounts on Indebtedness, Net                      (568)                0              11,226           10,658
                                                          -----------       -----------         -----------      -----------

SPG's Share of Total Indebtedness                         $ 3,006,018       $ 5,566,121         $ 2,166,789      $10,738,928
                                                          ===========       ===========         ===========      ===========
</TABLE>

(a)  $490 million was retired on January 18, 2001 from the net proceeds of a
     $500 million offering of unsecured notes, with $300 million maturing in
     2006 and $200 million maturing in 2011.


                                   17 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                             SUMMARY OF INDEBTEDNESS
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                      SPG'S                        WEIGHTED
                                                                    TOTAL            SHARE OF     WEIGHTED AVG.  AVG. YEARS
                                                                 INDEBTEDNESS      INDEBTEDNESS   INTEREST RATE  TO MATURITY
                                                                 ------------      ------------   -------------  -----------
<S>                                                              <C>               <C>            <C>            <C>
Consolidated Indebtedness

     Mortgage Debt
          Fixed Rate (1)                                            2,541,971         2,392,284          7.45%     5.5
          Other Hedged Debt                                            51,000            51,000          9.62%     1.2
          Floating Rate Debt                                          571,061           563,302          7.95%     3.0
                                                                   ----------        ----------          ----      ---
     Total Mortgage Debt                                            3,164,032         3,006,586          7.58%     5.0

     Unsecured Debt
          Fixed Rate (1)                                            3,818,200         3,818,200          7.17%     6.1
          Floating Rate Debt                                          177,921           177,921          7.47%     1.2
                                                                   ----------        ----------          ----      ---
     Subtotal                                                       3,996,121         3,996,121          7.19%     5.9

          Acquisition Facility                                        925,000           925,000          7.30%     0.5
          Revolving Corporate Credit Facility                         505,000           505,000          7.30%     2.6
          Revolving Corporate Credit Facility (Hedged)                140,000           140,000          7.30%     2.6
                                                                   ----------        ----------          ----      ---

     Total Unsecured Debt                                           5,566,121         5,566,121          7.22%     4.6

     Adjustment to Fair Market Value - Fixed Rate                      (1,946)             (946)          N/A      N/A
     Adjustment to Fair Market Value - Variable Rate                      375               378           N/A      N/A

                                                                   ----------        ----------          ----      ---
Consolidated Mortgages and Other Indebtedness                       8,728,582         8,572,140          7.34%     4.7
                                                                   ==========        ==========          ====      ===

Joint Venture Indebtedness
     Mortgage Debt
          Fixed Rate                                                3,379,861         1,478,475          7.61%     6.1
          Other Hedged Debt                                           973,164           349,953          7.49%     3.5
          Floating Rate Debt                                          750,296           319,702          7.96%     2.5
                                                                   ----------        ----------          ----      ---
          Subtotal                                                  5,103,321         2,148,130          7.65%     5.2

     Unsecured Fixed Rate Debt                                          6,609             3,305          7.93%     5.0
     Unsecured Floating Rate Debt                                       8,400             4,128          9.15%     1.5

     Total Unsecured Debt                                              15,009             7,432          8.61%     3.1

     Adjustment to Fair Market Value - Fixed Rate                      17,158            11,226       N/A        N/A
                                                                   ----------        ----------          ----      ---
Joint Venture Mortgages and Other Indebtedness                      5,135,488         2,166,788          7.65%     5.1
                                                                   ==========        ==========          ====      ===
                                                                                     ----------          ----      ---
SPG'S SHARE OF TOTAL INDEBTEDNESS                                                    10,738,928          7.40%     4.8
                                                                                     ----------          ----      ---
</TABLE>

(1)  Includes $213,200 of variable rate debt, of which $177,169 is SPG's share,
     that is effectively fixed to maturity through the use of interest rate
     hedges.


                                   18 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
                                                                                                      SPG'S         WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF       INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNESS        BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
<S>                                                   <C>              <C>       <C>              <C>              <C>
CONSOLIDATED INDEBTEDNESS
FIXED RATE MORTGAGE DEBT:

     Great Lakes Mall - 1                               3/1/2001          6.74%      52,632           52,632
     Windsor Park Mall - 1                              3/1/2001          8.00%       5,610            5,610
     Great Lakes Mall - 2                               3/1/2001          7.07%       8,489            8,489
     Chesapeake Square                                  7/1/2001          7.28%      45,207           33,905
     Orland Square                                      9/1/2001          7.74%      50,000           50,000
                                                                                 ----------       ----------
        SUBTOTAL 2001                                                               161,938          150,636        7.26%

     Lima Mall - 1                                      3/1/2002          7.12%      14,180           14,180
     Lima Mall - 2                                      3/1/2002          7.12%       4,723            4,723
     Columbia Center                                   3/15/2002          7.62%      42,326           42,326
     Northgate Shopping Center                         3/15/2002          7.62%      79,035           79,035
     Tacoma Mall                                       3/15/2002          7.62%      92,474           92,474
     River Oaks Center                                  6/1/2002          8.67%      32,500           32,500
     North Riverside Park Plaza - 1                     9/1/2002          9.38%       3,679            3,679
     North Riverside Park Plaza - 2                     9/1/2002         10.00%       3,543            3,543
     Palm Beach Mall                                  12/15/2002          7.50%      48,282           48,282
     Other                                             5/31/2002          6.80%         387              387
     Other                                             12/1/2002          8.00%         667              667
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                             321,796          321,796        7.72%

     Principal Mutual Mortgages - Pool 1 (1)           3/15/2003          6.79%     102,943          102,943
     Principal Mutual Mortgages - Pool 2 (2)           3/15/2003          6.77%     137,542          137,542
     Century III Mall                                   7/1/2003          6.78%      66,000           66,000
     Miami International Mall                         12/21/2003          6.91%      45,316           27,190
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             351,801          333,675        6.79%

     Battlefield Mall - 1                               1/1/2004          7.50%      46,373           46,373
     Battlefield Mall - 2                               1/1/2004          6.81%      44,053           44,053
     Forum Phase I - Class A-2                         5/15/2004          6.19%      44,386           26,632
     Forum Phase II - Class A-2                        5/15/2004          6.19%      40,614           22,338
     Forum Phase I - Class A-1                         5/15/2004          7.13%      46,996           28,198
     Forum Phase II - Class A-1                        5/15/2004          7.13%      43,004           23,652
     CMBS Loan - Variable Component (5)               12/15/2004          6.16%      50,000           50,000
     CMBS Loan - Fixed Component                      12/15/2004          7.31%     175,000          175,000
                                                                                 ----------       ----------
          SUBTOTAL 2004                                                             490,426          416,245        6.98%

     Tippecanoe Mall - 1 (3)                            1/1/2005          8.45%      44,649           44,649
     Tippecanoe Mall - 2 (3)                            1/1/2005          6.81%      15,666           15,666
     Melbourne Square                                   2/1/2005          7.42%      38,362           38,362
     Cielo Vista Mall - 2                              11/1/2005          8.13%       1,501            1,501
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                             100,178          100,178        7.79%

     Treasure Coast Square - 1                          1/1/2006          7.42%      51,575           51,575
     Treasure Coast Square - 2                          1/1/2006          8.06%      11,892           11,892
     Gulf View Square                                  10/1/2006          8.25%      36,447           36,447
     Paddock Mall                                      10/1/2006          8.25%      28,988           28,988
                                                                                 ----------       ----------
          SUBTOTAL 2006                                                             128,902          128,902        7.90%
</TABLE>


                                   19 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
                                                                                                      SPG'S         WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF       INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNESS        BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
<S>                                                   <C>                <C>     <C>              <C>              <C>
     Lakeline Mall                                      5/1/2007          7.65%      71,373           71,373
     Cielo Vista Mall - 1 (4)                           5/1/2007          9.38%      53,753           53,753
     Cielo Vista Mall - 3 (4)                           5/1/2007          6.76%      38,140           38,140
     McCain Mall - 1 (4)                                5/1/2007          9.38%      25,100           25,100
     McCain Mall - 2 (4)                                5/1/2007          6.76%      17,604           17,604
     Valle Vista Mall - 1 (4)                           5/1/2007          9.38%      33,243           33,243
     Valle Vista Mall - 2 (4)                           5/1/2007          6.81%       7,826            7,826
     University Park Mall                              10/1/2007          7.43%      59,500           35,700
                                                                                 ----------       ----------
          SUBTOTAL 2007                                                             306,539          282,739        8.11%

     Arsenal Mall - 1                                  9/28/2008          6.75%      34,268           34,268
                                                                                 ----------       ----------
          SUBTOTAL 2008                                                              34,268           34,268        6.75%

     College Mall - 1 (3)                               1/1/2009          7.00%      40,568           40,568
     College Mall - 2 (3)                               1/1/2009          6.76%      11,747           11,747
     Greenwood Park Mall - 1 (3)                        1/1/2009          7.00%      33,977           33,977
     Greenwood Park Mall - 2 (3)                        1/1/2009          6.76%      60,696           60,696
     Towne East Square - 1 (3)                          1/1/2009          7.00%      53,638           53,638
     Towne East Square - 2 (3)                          1/1/2009          6.81%      24,478           24,478
     Bloomingdale Court                                10/1/2009          7.78%      29,617           29,617
     Forest Plaza                                      10/1/2009          7.78%      16,244           16,244
     Lake View Plaza                                   10/1/2009          7.78%      21,593           21,593
     Lakeline Plaza                                    10/1/2009          7.78%      23,673           23,673
     Lincoln Crossing                                  10/1/2009          7.78%       3,269            3,269
     Matteson Plaza                                    10/1/2009          7.78%       9,509            9,509
     Muncie Plaza                                      10/1/2009          7.78%       8,221            8,221
     Regency Plaza                                     10/1/2009          7.78%       4,457            4,457
     St. Charles Towne Plaza                           10/1/2009          7.78%      28,527           28,527
     West Ridge Plaza                                  10/1/2009          7.78%       5,745            5,745
     White Oaks Plaza                                  10/1/2009          7.78%      17,532           17,532
                                                                                 ----------       ----------
          SUBTOTAL 2009                                                             393,491          393,491        7.28%

     Trolley Square                                     8/1/2010          9.03%      29,700           26,730
     Crystal River                                    11/11/2010          7.63%      16,288           16,288
     Biltmore Square                                  12/11/2010          7.95%      26,000           17,342
     Port Charlotte Town Center                       12/11/2010          7.98%      53,250           42,600
                                                                                 ----------       ----------
          SUBTOTAL 2010                                                             125,238          102,960        8.19%

     Windsor Park Mall - 2                              5/1/2012          8.00%       8,625            8,625
                                                                                 ----------       ----------
          SUBTOTAL 2012                                                               8,625            8,625        8.00%

     Chesapeake Center                                 5/15/2015          8.44%       6,563            6,563
     Grove at Lakeland Square, The                     5/15/2015          8.44%       3,750            3,750
     Terrace at Florida Mall, The                      5/15/2015          8.44%       4,688            4,688
                                                                                 ----------       ----------
          SUBTOTAL 2015                                                              15,001           15,001        8.44%

     Arsenal Mall - 2                                  5/15/2016          8.20%       2,164            2,164
                                                                                 ----------       ----------
          SUBTOTAL 2016                                                               2,164            2,164        8.20%

     Sunland Park Mall                                  1/1/2026          8.63%      38,710           38,710
                                                                                 ----------       ----------
          SUBTOTAL 2026                                                              38,710           38,710        8.63%
</TABLE>


                                   20 of 45
<PAGE>
                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ----------   -------------
                                                                                                      SPG'S     WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF   INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNE      BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ----------   -------------
<S>                                                   <C>                <C>     <C>              <C>          <C>
     Keystone at the Crossing                           7/1/2027          7.85%      62,894           62,894
                                                                                 ----------       ----------
          SUBTOTAL 2027                                                              62,894           62,894    7.85%
                                                                                 ----------       ----------   -----
     Total Consolidated Fixed Rate Mortgage Debt                                  2,541,971        2,392,284    7.45%
                                                                                 ==========       ==========   =====

VARIABLE RATE MORTGAGE DEBT:

     White Oaks Mall                                    3/1/2001          8.57%      16,500            9,062
     Randall Park Mall - 1                            12/11/2001          9.75%      35,000           35,000
     Randall Park Mall - 2                            12/11/2001         11.65%       5,000            5,000
                                                                                 ----------       ----------
          SUBTOTAL 2001                                                              56,500           49,062    9.69%

     Highland Lakes Center                              3/1/2002          8.15%      14,377           14,377
     Mainland Crossing                                 3/31/2002          8.15%       1,603            1,282
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                              15,980           15,659    8.15%

     Raleigh Springs Mall                              2/23/2003          8.30%      11,000           11,000
     Richmond Towne Square (6)                         7/15/2003          7.65%      56,851           56,851
     Shops @ Mission Viejo (6)                         8/31/2003          7.80%     141,314          141,314
     Arboretum (6)                                    11/30/2003          8.15%      34,000           34,000
     Bowie Mall                                       12/14/2003          8.15%       8,657            8,657
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             251,822          251,822    7.84%

     Jefferson Valley Mall (6)                         1/11/2004          7.90%      60,000           60,000
     North East Mall (6)                               5/20/2004          8.02%     135,761          135,761
     Waterford Lakes (6)                               8/15/2004          8.05%      56,998           56,998
                                                                                 ----------       ----------
          SUBTOTAL 2004                                                             252,759          252,759    8.00%

     Brunswick Square (6)                              6/12/2005          8.15%      45,000           45,000
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                              45,000           45,000    8.15%
                                                                                 ----------       ----------   -----
     Total Variable Rate Mortgage Debt                                              622,061          614,302    8.08%
                                                                                 ==========       ==========   =====

                                                                                 ----------       ----------   -----
     Total Consolidated Mortgage Debt                                             3,164,032        3,006,586    7.58%
                                                                                 ==========       ==========   =====


FIXED RATE UNSECURED DEBT:

     Unsecured Notes - CPI 1                           3/15/2002          9.00%     250,000          250,000
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                             250,000          250,000    9.00%

     Unsecured Notes - CPI 2                            4/1/2003          7.05%     100,000          100,000
     SPG, LP (Bonds)                                   6/15/2003          6.63%     375,000          375,000
     SPG, LP (PATS)                                   11/15/2003          6.75%     100,000          100,000
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             575,000          575,000    6.72%

     SCA (Bonds)                                       1/15/2004          6.75%     150,000          150,000
     SPG, LP (Bonds)                                    2/9/2004          6.75%     300,000          300,000
     SPG, LP (Bonds)                                   7/15/2004          6.75%     100,000          100,000
     Simon ERE Facility (6)                            7/31/2004          7.75%      28,200           28,200
</TABLE>

                                   21 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ----------   -------------
                                                                                                      SPG'S     WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF   INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNE      BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ----------   -------------
<S>                                                   <C>                <C>     <C>              <C>          <C>
     Unsecured Notes - CPI 3                           8/15/2004          7.75%     150,000          150,000
                                                                                 ----------       ----------
          SUBTOTAL 2004                                                             728,200          728,200    6.99%

     SCA (Bonds)                                       5/15/2005          7.63%     110,000          110,000
     SPG, LP (Bonds)                                   6/15/2005          6.75%     300,000          300,000
     SPG, LP (MTN)                                     6/24/2005          7.13%     100,000          100,000
     SPG, LP (Bonds)                                  10/27/2005          6.88%     150,000          150,000
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                             660,000          660,000    6.98%

     SPG, LP (Bonds)                                  11/15/2006          6.88%     250,000          250,000
                                                                                 ----------       ----------
          SUBTOTAL 2006                                                             250,000          250,000    6.88%

     SPG, LP (MTN)                                     9/20/2007          7.13%     180,000          180,000
                                                                                 ----------       ----------
          SUBTOTAL 2007                                                             180,000          180,000    7.13%

     SPG, LP (MOPPRS)                                  6/15/2008          7.00%     200,000          200,000
                                                                                 ----------       ----------
          SUBTOTAL 2008                                                             200,000          200,000    7.00%

     SPG, LP (Bonds)                                    2/9/2009          7.13%     300,000          300,000
     SPG, LP (Bonds)                                   7/15/2009          7.00%     150,000          150,000
                                                                                 ----------       ----------
          SUBTOTAL 2009                                                             450,000          450,000    7.08%

     Unsecured Notes - CPI 4                            9/1/2013          7.18%      75,000           75,000
                                                                                 ----------       ----------
          SUBTOTAL 2013                                                              75,000           75,000    7.18%

     Unsecured Notes - CPI 5                           3/15/2016          7.88%     250,000          250,000
                                                                                 ----------       ----------
          SUBTOTAL 2016                                                             250,000          250,000    7.88%

     SPG, LP (Bonds)                                   6/15/2018          7.38%     200,000          200,000
                                                                                 ----------       ----------
          SUBTOTAL 2018                                                             200,000          200,000    7.38%

                                                                                 ----------       ----------
     Total Unsecured Fixed Rate Debt                                              3,818,200        3,818,200    7.17%
                                                                                 ==========       ==========

VARIABLE RATE UNSECURED DEBT:

     Acquisition Facility - 2                          3/24/2001          7.30%     450,000          450,000
     Acquisition Facility - 3                          9/24/2001          7.30%     475,000          475,000
                                                                                 ----------       ----------
          SUBTOTAL 2001                                                             925,000          925,000    7.30%

     SPG, L.P. Unsecured Loan - 1 (6)                  2/28/2002          7.45%     150,000          150,000
     SPG, L.P. Unsecured Loan - 3 (8)                  3/30/2002          7.65%      22,929           22,929
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                             172,929          172,929    7.47%

     Corporate Revolving Credit Facility (6)           8/25/2003          7.30%     645,000          645,000
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             645,000          645,000    7.30%

     Simon ERE Facility (6)                            7/31/2004          7.25%       4,992            4,992
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                               4,992            4,992    7.25%

                                                                                 ----------       ----------
     Total Unsecured Variable Rate Debt                                           1,747,921        1,747,921    7.31%
                                                                                 ==========       ==========

                                                                                 ----------       ----------
     Total Unsecured Debt                                                         5,566,121        5,566,121    7.22%
                                                                                 ==========       ==========
</TABLE>


                                   22 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
                                                                                                      SPG'S         WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF       INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNESS        BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
<S>                                                   <C>                <C>     <C>              <C>              <C>
     Net Premium on Fixed-Rate Indebtedness                                          (1,946)            (946)        N/A
     Net Premium on Variable-Rate Indebtedness                                          375              378         N/A

                                                                                 ----------       ----------       -----
     TOTAL CONSOLIDATED DEBT                                                      8,728,582        8,572,140        7.34%
                                                                                 ==========       ==========       =====

JOINT VENTURE INDEBTEDNESS
FIXED RATE MORTGAGE DEBT:

     Atrium at Chestnut Hill - 1                        4/1/2001          7.29%      42,117           20,695
     Atrium at Chestnut Hill - 2                        4/1/2001          8.16%      11,550            5,675
     Seminole Towne Center                             6/30/2001          8.00%      70,500           31,725
     Highland Mall - 2                                 10/1/2001          8.50%          83               42
     Highland Mall - 3                                 11/1/2001          9.50%         869              435
     Square One                                        12/1/2001          8.40%     104,526           51,361
                                                                                 ----------       ----------
          SUBTOTAL 2001                                                             229,645          109,933        8.07%


     Crystal Mall                                       2/1/2003          8.66%      48,068           35,844
     Avenues, The                                      5/15/2003          8.36%      56,126           14,032
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             104,194           49,875        8.58%

     Solomon Pond                                       2/1/2004          7.83%      95,185           46,772
     Northshore Mall                                   5/14/2004          9.05%     161,000           79,111
     Indian River Commons                              11/1/2004          7.58%       8,386            4,193
     Indian River Mall                                 11/1/2004          7.58%      46,533           23,267
                                                                                 ----------       ----------
          SUBTOTAL 2004                                                             311,104          153,342        8.41%

     Westchester, The - 1                               9/1/2005          8.74%     149,525           74,763
     Westchester, The - 2                               9/1/2005          7.20%      53,099           26,550
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                             202,624          101,312        8.34%

     Cobblestone Court                                  1/1/2006          7.64%       6,180            2,163
     Crystal Court                                      1/1/2006          7.64%       3,570            1,250
     Fairfax Court                                      1/1/2006          7.64%      10,320            2,709
     Gaitway Plaza                                      1/1/2006          7.64%       7,350            1,715
     Plaza at Buckland Hills, The                       1/1/2006          7.64%      17,625            6,037
     Ridgewood Court                                    1/1/2006          7.64%       8,035            2,812
     Royal Eagle Plaza                                  1/1/2006          7.64%       7,920            2,772
     Village Park Plaza                                 1/1/2006          7.64%       8,960            3,136
     West Town Corners                                  1/1/2006          7.64%      10,330            2,411
     Westland Park Plaza                                1/1/2006          7.64%       4,950            1,155
     Willow Knolls Court                                1/1/2006          7.64%       6,490            2,272
     Yards Plaza, The                                   1/1/2006          7.64%       8,270            2,895
     CMBS Loan - Fixed Component (IBM) (7)              5/1/2006          7.41%     300,000          150,000
     CMBS Loan - Fixed Component - 2 (IBM) (7)         5/15/2006          8.13%      57,100           28,550
     Great Northeast Plaza                              6/1/2006          9.04%      17,353            8,677
     Smith Haven Mall                                   6/1/2006          7.86%     115,000           28,750
     Mall of Georgia Crossing                           6/9/2006          7.25%      34,470           17,235
     Greendale Mall                                    11/1/2006          8.23%      41,725           20,503
                                                                                 ----------       ----------
          SUBTOTAL 2006                                                             665,648          285,040        7.65%

     Town Center at Cobb - 1                            4/1/2007          7.54%      49,681           24,841
</TABLE>


                                   23 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
                                                                                                      SPG'S         WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF       INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNESS        BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
<S>                                                   <C>                <C>     <C>              <C>              <C>
     Town Center at Cobb - 2                            4/1/2007          7.25%      64,883           32,442
     Gwinnett Place - 1                                 4/1/2007          7.54%      38,994           19,497
     Gwinnett Place - 2                                 4/1/2007          7.25%      85,257           42,629
     Mall at Rockingham                                 8/1/2007          7.88%      99,782           24,515
                                                                                 ----------       ----------
          SUBTOTAL 2007                                                             338,597          143,923        7.45%

     Metrocenter                                       2/28/2008          8.45%      30,360           15,180
     Aventura Mall - A                                  4/6/2008          6.55%     141,000           47,000
     Aventura Mall - B                                  4/6/2008          6.60%      25,400            8,467
     Aventura Mall - C                                  4/6/2008          6.89%      33,600           11,200
     West Town Mall                                     5/1/2008          6.90%      76,000           38,000
     Mall of New Hampshire - 1                         10/1/2008          6.96%     103,811           51,010
     Mall of New Hampshire - 2                         10/1/2008          8.53%       8,431            4,143
     Grapevine Mills - 1                               10/1/2008          6.47%     155,000           58,125
     Ontario Mills - 5                                 11/2/2008          6.75%     142,117           35,529
     Source, The                                       11/6/2008          6.65%     124,000           31,000
     Ontario Mills - 6                                 12/5/2008          8.00%      10,500            2,625
     Grapevine Mills - 2                               11/5/2008          8.39%      14,491            5,434
                                                                                 ----------       ----------
          SUBTOTAL 2008                                                             864,710          307,713        6.86%

     Apple Blossom Mall                                9/10/2009          7.99%      40,633           19,966
     Auburn Mall                                       9/10/2009          7.99%      47,570           23,375
     Highland Mall - 1                                 12/1/2009          9.75%       6,983            3,492
     Ontario Mills - 4                                12/28/2009          6.00%       4,198            1,050
                                                                                 ----------       ----------
          SUBTOTAL 2009                                                              99,384           47,882        8.07%

     Mall of Georgia                                    7/1/2010          7.09%     200,000          100,000
     Coral Square                                      10/1/2010          8.00%      90,000           45,000
     Florida Mall, The                                11/13/2010          7.55%     270,000          135,000
                                                                                 ----------       ----------
          SUBTOTAL 2010                                                             560,000          280,000        7.46%

     Polska Shopping Mall                             12/31/2011          6.49%      12,355            3,583
                                                                                 ----------       ----------
          SUBTOTAL 2011                                                              12,355            3,583        6.49%

                                                                                 ----------       ----------       -----
     Total Joint Venture Fixed Rate Mortgage Debt                                 3,388,261        1,482,603        7.61%
                                                                                 ==========       ==========       =====

VARIABLE RATE MORTGAGE DEBT:

     Liberty Tree Mall                                 10/1/2001          8.15%      46,680           22,937
                                                                                 ----------       ----------
          SUBTOTAL 2001                                                              46,680           22,937        8.15%

     Montreal Forum                                    1/31/2002          7.50%      24,931            8,882
     Arizona Mills (6)                                  2/1/2002          7.95%     145,764           38,359
     Shops at Sunset Place, The (6)                    6/30/2002          7.80%     114,218           42,832
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                             284,913           90,072        7.83%

     Dadeland Mall (6)                                  2/1/2003          7.45%     140,000           70,000
     Cape Cod Mall (6)                                  4/1/2003          8.45%      67,348           33,093
     CMBS Loan - Floating Component (IBM) (7)           5/1/2003          7.14%     184,500           92,250
     Concord Mills (6)                                 12/2/2003          8.00%     179,883           67,456
                                                                                 ----------       ----------
          SUBTOTAL 2003                                                             571,731          262,799        7.61%
</TABLE>


                                   24 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                       SUMMARY OF INDEBTEDNESS BY MATURITY
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
                                                                                                      SPG'S         WEIGHTED AVG
               PROPERTY                                   MATURITY     INTEREST     TOTAL           SHARE OF       INTEREST RATE
                 NAME                                       DATE         RATE    INDEBTEDNESS     INDEBTEDNESS        BY YEAR
----------------------------------------------------  ---------------  --------  ------------     ------------     -------------
<S>                                                   <C>                <C>     <C>              <C>              <C>
     Circle Centre Mall - 1 (6)                        1/31/2004          7.09%      60,000            8,802
     Circle Centre Mall - 2 (6)                        1/31/2004          8.15%       7,500            1,100
     Orlando Premium Outlets (6)                       2/12/2004          8.15%      56,490           28,245
                                                                                 ----------       ----------
          SUBTOTAL 2004                                                             123,990           38,147        7.90%

     Mall of America (6)                               3/10/2005          7.16%     312,000           85,800
     Emerald Square Mall (6)                           3/31/2005          8.13%     145,000           71,249
     Arundel Mills (6)                                 4/30/2005          8.30%     112,346           42,130
     Northfield Square (6)                             4/30/2005          9.15%      37,000           11,692
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                             606,346          210,871        7.83%

     CMBS Loan - Floating Component - 2 (IBM) (7)      5/15/2006          7.02%      81,400           40,700
                                                                                 ----------       ----------
          SUBTOTAL 2006                                                              81,400           40,700        7.02%

                                                                                 ----------       ----------       -----
     Total Joint Venture Variable Rate Debt                                       1,715,060          665,527        7.71%
                                                                                 ==========       ==========       =====

UNSECURED DEBT:

     Mayflower Realty Credit Facility                  7/12/2002          9.15%       8,400            4,128
                                                                                 ----------       ----------
          SUBTOTAL 2002                                                               8,400            4,128        9.15%

     Merchantwired                                    12/31/2005          7.93%       6,609            3,305
                                                                                 ----------       ----------
          SUBTOTAL 2005                                                               6,609            3,305        7.93%

                                                                                 ----------       ----------        -----
     Total Unsecured Debt                                                            15,009            7,432        8.61%
                                                                                 ==========       ==========        =====

     CMBS Loan - Fixed Premium (IBM)                                                 16,113            9,282
     Net Premium on NED Fixed-Rate Indebtedness                                       1,045            1,944

                                                                                 ----------       ----------       -----
     TOTAL JOINT VENTURE DEBT                                                     5,135,488        2,166,788        7.65%
                                                                                 ----------       ----------       -----

                                                                                 ----------       ----------       -----
     SPG'S SHARE OF TOTAL INDEBTEDNESS                                           13,864,070       10,738,928        7.40%
                                                                                 ----------       ----------       -----
</TABLE>


(1)  This Principal Mutual Pool 1 loan is secured by cross-collateralized and
     cross-defaulted mortgages encumbering four of the Properties (Anderson,
     Forest Village Park, Longview, and South Park). A weighted average rate is
     used for these Pool 1 Properties. Includes applicable extensions available
     at Simon Group's option.

(2)  This Principal Mutual Pool 2 loan is secured by cross-collateralized and
     cross-defaulted mortgages encumbering seven of the Properties (Eastland,
     Forest Mall, Golden Ring, Hutchinson, Markland, Midland, and North Towne).
     A weighted average rate is used for these Pool 2 Properties. Includes
     applicable extensions available at Simon Group's option.

(3)  This Pool is secured by cross-collateralized and cross-defaulted mortgages
     encumbering these four Properties.

(4)  This Pool is secured by cross-collateralized and cross-defaulted mortgages
     encumbering these three Properties.

(5)  Through an interest rate protection agreement, effectively fixed at an
     all-in-one rate of 6.16%.

(6)  Includes applicable extensions available at Simon Group's option.

(7)  These Commercial Mortgage Notes are secured by cross-collateralized
     mortgages encumbering thirteen Properties. A weighted average rate is used.

(8)  This unsecured loan was previously secured by a mortgage of Eastgate
     Consumer Mall. The maturity date includes all applicable extensions
     available at Simon Group's option.


                                   25 of 45
<PAGE>

                              SIMON PROPERTY GROUP
      SUMMARY OF VARIABLE RATE DEBT AND INTEREST RATE PROTECTION AGREEMENTS
                             AS OF DECEMBER 31, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
---------------------------------------------------------------  --------        ---------    ---------  ------------    --------
                                                                                 PRINCIPAL       SPG         SPG'S       INTEREST
                     PROPERTY                                    MATURITY         BALANCE     OWNERSHIP    SHARE OF        RATE
                       NAME                                        DATE          12/31/00         %      LOAN BALANCE    12/31/00
---------------------------------------------------------------  --------        ---------    ---------  ------------    --------
<S>                                                              <C>             <C>          <C>        <C>             <C>
Consolidated Indebtedness:

VARIABLE RATE DEBT EFFECTIVELY FIXED TO MATURITY:

Orland Square                                                      9/1/2001         50,000    100.00%        50,000          7.742%
Forum Phase I - Class A-2                                         5/15/2004         44,386     60.00%        26,632          6.190%

Forum Phase II - Class A-2                                        5/15/2004         40,614     55.00%        22,338          6.190%

Simon ERE Facility - Swap component                               7/31/2004         28,200    100.00%        28,200          7.750%

CMBS Loan - Variable Component                                   12/15/2004         50,000    100.00%        50,000          6.155%
                                                                                 ---------               ---------
                                                                                   213,200                  177,169
                                                                                 =========               =========

OTHER HEDGED DEBT:

Randall Park Mall - 1                                            12/11/2001         35,000    100.00%        35,000          9.746%
Randall Park Mall - 2                                            12/11/2001          5,000    100.00%         5,000         11.646%
Raleigh Springs Mall                                              2/23/2003         11,000    100.00%        11,000          8.296%
Unsecured Revolving Credit Facility - (1.25B - capped)            8/25/2003        140,000    100.00%       140,000          7.296%
                                                                                 ---------               ---------
                                                                                   191,000                  191,000
                                                                                 =========               =========

FLOATING RATE DEBT:

White Oaks Mall                                                    3/1/2001         16,500     54.92%         9,062          8.391%
CPI Merger Facility - 2 (1.4B)                                    3/24/2001        450,000    100.00%       450,000          7.296%
CPI Merger Facility - 3 (1.4B)                                    9/24/2001        475,000    100.00%       475,000          7.296%
SPG, L.P. Unsecured Loan - 1                                      2/28/2002        150,000    100.00%       150,000          7.446%
Highland Lakes Center                                              3/1/2002         14,377    100.00%        14,377          8.146%
SPG, L.P. Unsecured Loan - 3                                      3/30/2002         22,929    100.00%        22,929          7.646%
Mainland Crossing                                                 3/31/2002          1,603     80.00%         1,282          8.146%
Jefferson Valley Mall                                             1/11/2004         60,000    100.00%        60,000          7.896%
Richmond Towne Square                                             7/15/2003         56,851    100.00%        56,851          7.646%
Unsecured Revolving Credit Facility                               8/25/2003        505,000    100.00%       505,000          7.296%
Shops @ Mission Viejo                                             8/31/2003        141,314    100.00%       141,314          7.796%
Arboretum                                                        11/30/2003         34,000    100.00%        34,000          8.146%
Bowie Mall                                                       12/14/2003          8,657    100.00%         8,657          8.146%
North East Mall                                                   5/20/2004        135,761    100.00%       135,761          8.021%
Waterford Lakes                                                   8/15/2004         56,998    100.00%        56,998          8.046%
Simon ERE Facility - Variable component                           7/31/2004          4,992    100.00%         4,992          7.246%
Brunswick Square                                                  6/12/2005         45,000    100.00%        45,000          8.146%
                                                                                 ---------               ---------
                                                                                 2,178,982               2,171,223
                                                                                 =========               =========

<CAPTION>
-------------------------------------------------- -------------     ----------------------------------

                 PROPERTY                            TERMS OF                     TERMS OF
                   NAME                            VARIABLE RATE     INTEREST RATE PROTECTION AGREEMENT
-------------------------------------------------- -------------     ----------------------------------
<S>                                                <C>               <C>
Consolidated Indebtedness:

VARIABLE RATE DEBT EFFECTIVELY FIXED TO MATURITY:

Orland Square                                      LIBOR + 0.500%    LIBOR Swapped at 7.24% through maturity.
Forum Phase I - Class A-2                          LIBOR + 0.300%    Through an interest rate protection agreement, effectively
                                                                     fixed at an all-in-one rate of 6.19% .
Forum Phase II - Class A-2                         LIBOR + 0.300%    Through an interest rate protection agreement, effectively
                                                                     fixed at an all-in-one rate of 6.19% .
Simon ERE Facility - Swap component                EURIBOR + 0.600%  Through a cross-currency swap, effectively fixed at an
                                                                     all-in-one rate of 7.75%

CMBS Loan - Variable Component                     LIBOR + 0.365%    Through an interest rate protection agreement, effectively
                                                                     fixed at an all-in-one rate of 6.16% .


OTHER HEDGED DEBT:

Randall Park Mall - 1                              LIBOR + 3.100%    LIBOR Capped at a rate of 7.40% through maturity.
Randall Park Mall - 2                              LIBOR + 5.000%    LIBOR Capped at a rate of 7.40% through maturity.
Raleigh Springs Mall                               LIBOR + 1.650%    LIBOR Capped at a rate of 8.35% through September 10, 2001.
Unsecured Revolving Credit Facility -
 (1.25B - capped)                                  LIBOR + 100.000%  Subject to an 11.53% LIBOR cap on $90M and a 16.77% LIBOR
                                                                     cap on $50M.




FLOATING RATE DEBT:

White Oaks Mall                                    LIBOR + 1.300%    90-day LIBOR set on August 31, 2000.
CPI Merger Facility - 2 (1.4B)                     LIBOR + 0.650%
CPI Merger Facility - 3 (1.4B)                     LIBOR + 0.650%
SPG, L.P. Unsecured Loan - 1                       LIBOR + 0.650%
Highland Lakes Center                              LIBOR + 1.500%
SPG, L.P. Unsecured Loan - 3                       LIBOR + 0.650%
Mainland Crossing                                  LIBOR + 1.500%
Jefferson Valley Mall                              LIBOR + 1.250%
Richmond Towne Square                              LIBOR + 1.000%
Unsecured Revolving Credit Facility                LIBOR + 0.650%
Shops @ Mission Viejo                              LIBOR + 1.150%
Arboretum                                          LIBOR + 1.500%
Bowie Mall                                         LIBOR + 1.500%
North East Mall                                    LIBOR + 1.375%
Waterford Lakes                                    LIBOR + 1.400%
Simon ERE Facility - Variable component            EURIBOR + 0.600%
Brunswick Square                                   LIBOR + 1.500%
</TABLE>


                                  26 of 45
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------- --------        ---------    ---------  ------------    --------
                                                              PRINCIPAL       SPG         SPG'S       INTEREST
                     PROPERTY                 MATURITY         BALANCE     OWNERSHIP    SHARE OF        RATE
                       NAME                     DATE          12/31/00         %      LOAN BALANCE    12/31/00
--------------------------------------------- --------        ---------    ---------  ------------    --------
<S>                                           <C>             <C>          <C>        <C>             <C>
Joint Venture Indebtedness:

OTHER HEDGED DEBT:

Arizona Mills                                   2/1/2002        145,764     26.32%        38,359          7.946%
CMBS Loan - Floating Component (IBM)            5/1/2003        184,500     50.00%        92,250          7.144%

CMBS Loan - Floating Component - 2 (IBM)       5/15/2006         81,400     50.00%        40,700          7.016%

Circle Centre Mall - 1                         1/31/2004         60,000     14.67%         8,802          7.086%
Circle Centre Mall - 2                         1/31/2004          7,500     14.67%         1,100          8.146%
Emerald Square Mall                            3/31/2005        145,000     49.14%        71,249          8.135%
Mall of America                                3/10/2005        312,000     27.50%        85,800          7.159%
Northfield Square                              4/30/2005         37,000     31.60%        11,692          9.146%
                                                              ---------               ---------
                                                                973,164                  349,953
                                                              =========               =========

FLOATING RATE DEBT:

Arundel Mills                                  4/30/2005        112,346     37.50%        42,130          8.296%
Dadeland Mall                                   2/1/2003        140,000     50.00%        70,000          7.446%
Liberty Tree Mall                              10/1/2001         46,680     49.14%        22,937          8.146%
Montreal Forum                                 1/31/2002         24,931     35.63%         8,882          7.500%
Shops at Sunset Place, The                     6/30/2002        114,218     37.50%        42,832          7.796%
Mayflower Realty Credit Facility               7/12/2002          8,400     49.14%         4,128          9.146%
Cape Cod Mall                                   4/1/2003         67,348     49.14%        33,093          8.446%
Concord Mills                                  12/2/2003        179,883     37.50%        67,456          7.996%
Orlando Premium Outlets                        2/12/2004         56,490     50.00%        28,245          8.146%
                                                              ---------               ---------
                                                                750,296                  319,702
                                                              =========               =========

<CAPTION>
-------------------------------------------- -------------     ----------------------------------

              PROPERTY                         TERMS OF                     TERMS OF
                NAME                         VARIABLE RATE     INTEREST RATE PROTECTION AGREEMENT
-------------------------------------------- -------------     ----------------------------------
<S>                                          <C>               <C>
Joint Venture Indebtedness:

OTHER HEDGED DEBT:

Arizona Mills                                LIBOR + 1.300%    LIBOR Capped at 9.50% through maturity.
CMBS Loan - Floating Component (IBM)         See Footnote (1)  The Operating Partnership took assignment of an interest rate
                                                               protection agreement (LIBOR cap of 11.67%) relating to this debt.
CMBS Loan - Floating Component - 2 (IBM)     See Footnote (1)  LIBOR Capped at 11.83% through maturity.

Circle Centre Mall - 1                       LIBOR + 0.440%    LIBOR Capped at 8.81% through maturity.
Circle Centre Mall - 2                       LIBOR + 1.500%    LIBOR Capped at 7.75% through maturity.
Emerald Square Mall                          LIBOR + 1.490%    LIBOR Capped at 7.73% through maturity.
Mall of America                              LIBOR + 0.513%    LIBOR Capped at 8.7157% through March 12, 2003.
Northfield Square                            LIBOR + 2.500%    LIBOR Capped at 8.50% through maturity.




FLOATING RATE DEBT:

Arundel Mills                                LIBOR + 1.650%
Dadeland Mall                                LIBOR + 0.800%
Liberty Tree Mall                            LIBOR + 1.500%
Montreal Forum                               Canadian Prime
Shops at Sunset Place, The                   LIBOR + 1.150%    Rate can be reduced based upon project performance.
Mayflower Realty Credit Facility             LIBOR + 2.500%
Cape Cod Mall                                LIBOR + 1.800%
Concord Mills                                LIBOR + 1.350%
Orlando Premium Outlets                      LIBOR + 1.500%    Rate can be reduced based upon project performance.
</TABLE>

Footnote:

(1)  Represents the weighted average interest rate.


                                   27 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                           NEW DEVELOPMENT ACTIVITIES
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                             SIMON                           PROJECTED        NON-ANCHOR
                                            GROUP'S          ACTUAL/           COST           SQ. FOOTAGE
               MALL/                       OWNERSHIP        PROJECTED      (IN MILLIONS)        LEASED/               GLA
             LOCATION                     PERCENTAGE         OPENING            (1)          COMMITTED (2)          (SQ. FT.)
-------------------------------------   --------------   --------------   --------------   ---------------   -----------------------
<S>                                     <C>              <C>              <C>              <C>               <C>

---------------------------
PROJECTS RECENTLY COMPLETED
---------------------------

ARUNDEL MILLS                                 37.5%         11/17/00            $252                93%                 1,011,000
ANNE ARUNDEL, MD                                                                             (total center)

               ANCHORS/MAJOR TENANTS:   JILLIAN'S, BED BATH & BEYOND, SUN & SKI SPORTS, MUVICO, BOOKS-A-MILLION,
                                        OFF BROADWAY SHOES, FOR YOUR ENTERTAINMENT, OFF 5TH-SAKS FIFTH AVENUE
                                        TJMAXX, BURLINGTON COAT FACTORY, OLD NAVY, CHILDREN'S PLACE

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

WATERFORD LAKES TOWN CENTER                  100.0%           11/00             $ 84                96%                   927,000
ORLANDO, FL                                                                (Phase I & II)    (Phase I & II)

               ANCHORS/MAJOR TENANTS:   PHASE I OPENED 11/99 - 571,000 SQ. FT. - ANCHOR TENANTS: SUPER TARGET,
                                        TJMAXX, ROSS DRESS FOR LESS, BED BATH & BEYOND, BARNES & NOBLE,
                                        OLD NAVY, REGAL 20-PLEX THEATRE, ZANY BRAINY AND DRESS BARN.
                                        PHASE II OPENED 11/00 - 356,000 SQ. FT. - ANCHOR TENANTS: OFFICEMAX,
                                        PETSMART AND BEST BUY

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

---------------------------
PROJECTS UNDER CONSTRUCTION
---------------------------

BOWIE TOWN CENTER                            100.0%           10/01             $ 66                87%                   667,000
ANNAPOLIS, MD

               ANCHORS/MAJOR TENANTS:   HECHT'S, SEARS, OLD NAVY, BARNES & NOBLE, BED BATH & BEYOND, SAFEWAY
</TABLE>


(1)  Includes soft costs such as architecture and engineering fees, tenant costs
     (allowances/leasing commissions), development, legal and other fees,
     marketing costs, cost of capital, and other related costs.

(2)  Community Center leased/committed percentage includes owned anchor GLA.


                                   28 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                   SIGNIFICANT RENOVATION/EXPANSION ACTIVITIES
                             AS OF DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                             SIMON                           PROJECTED            GLA              NEW OR
                                            GROUP'S          ACTUAL/           COST             BEFORE           INCREMENTAL
               MALL/                       OWNERSHIP        PROJECTED      (IN MILLIONS)      RENOV/EXPAN            GLA
             LOCATION                     PERCENTAGE         OPENING            (1)            (SQ. FT.)          (SQ. FT.)
-------------------------------------   --------------   --------------   --------------   ---------------   -----------------------
<S>                                     <C>              <C>              <C>              <C>               <C>

---------------------------
PROJECTS RECENTLY COMPLETED
---------------------------

LAPLAZA MALL                                 100%          11/99, 3/00          $ 35           988,000                    215,000
MCALLEN, TX                                                  & 11/00

                 PROJECT DESCRIPTION:   MALL RENOVATION (OPENED 11/99); NEW DILLARD'S (OPENED 3/00); JCPENNEY
                                        EXPANSION, NEW SMALL SHOPS RETROFITTED FROM THE EXISTING DILLARD'S STORE,
                                        AND NEW FOLEY'S HOME STORE (OPENED 11/00)

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

PALM BEACH MALL                              100%              2/00             $ 33         1,205,000                     61,000
WEST PALM BEACH, FL                                          & 10/00

                 PROJECT DESCRIPTION:   JCPENNEY REMODEL (OPENED 11/99); MALL RENOVATION AND NEW DILLARD'S
                                        (OPENED 2/00); NEW BORDERS (OPENED 4/00), OLD NAVY, MARS MUSIC STORE,
                                        DESIGNER SHOE WAREHOUSE AND BURDINES REMODEL (OPENED 10/00)

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

THE SHOPS AT MISSION VIEJO                   100%              9/99             $146           817,000                    427,000
MISSION VIEJO, CA                                            & 12/00

                 PROJECT DESCRIPTION:   NEW NORDSTROM, SMALL SHOP EXPANSION AND RENOVATION, NEW PARKING STRUCTURE;
                                        NEW SAKS FIFTH AVENUE (OPENED 9/99); ROBINSON-MAY EXPANSION AND REMODEL,
                                        FOOD COURT ADDITION (OPENED 10/00); OLD NAVY, PF CHANG'S AND CALIFORNIA
                                        CAFE (OPENED 12/00); MACY'S EXPANSION AND REMODEL (TO OPEN FALL 2001)

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

TOWN CENTER AT BOCA RATON                    100%             10/99             $ 67         1,327,000                    228,000
BOCA RATON, FL                                               & 11/00

                 PROJECT DESCRIPTION:   NEW, EXPANDED AND RELOCATED SAKS FIFTH AVENUE AND NEW PARKING STRUCTURE
                                        (OPENED 10/99); BLOOMINGDALE'S EXPANSION (OPENED 11/99); NEW NORDSTROM,
                                        LORD & TAYLOR EXPANSION, MALL EXPANSION AND RENOVATION, FOOD COURT RENOVATION
                                        AND NEW PARKING STRUCTURE (OPENED 11/00)
</TABLE>

(1)  Includes soft costs such as architecture and engineering fees, tenant costs
     (allowances/leasing commissions), development, legal and other fees,
     marketing costs, cost of capital, and other related costs.


                                   29 of 45
<PAGE>

                              SIMON PROPERTY GROUP
                              CAPITAL EXPENDITURES
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000

                                  (In millions)

<TABLE>
<CAPTION>
                                                            JOINT VENTURE PROPERTIES
                                                            ------------------------
                                                                            SIMON
                                              CONSOLIDATED                 GROUP'S
                                               PROPERTIES      TOTAL        SHARE
                                               ----------      -----        -----
<S>                                              <C>          <C>          <C>
New Developments                                 $ 58.2       $327.8       $121.4

Renovations and Expansions                        193.5         19.0          8.1

Tenant Allowances                                  64.9         26.0          9.8

Operational Capital Expenditures

at Properties                                      40.1          8.9          4.1

Other                                               9.3         10.5          4.5
                                                 ------       ------       ------

Totals                                           $366.0       $392.2       $147.9
                                                 ======       ======       ======
</TABLE>


                                 30 of 45
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a2039186zex-99_2.txt
<DESCRIPTION>EARNINGS RELEASE DTD 12/31/00
<TEXT>

<PAGE>

                                                                    Exhibit 99.2

                           [SIMON PROPERTY GROUP LOGO]

CONTACTS:
Shelly Doran   317.685.7330   Investors
Billie Scott   317.263.7148   Media

FOR IMMEDIATE RELEASE

        SIMON PROPERTY GROUP ANNOUNCES FOURTH QUARTER AND ANNUAL RESULTS

Indianapolis, Indiana - February 8, 2001...Simon Property Group, Inc. (the
"Company") (NYSE:SPG) today announced results for the quarter and year ended
December 31, 2000. Diluted funds from operations for the quarter increased 14%,
to $1.03 per share in 2000 from $0.90 per share in 1999. Total revenue for the
quarter increased 8%, to $561.3 million as compared to $521.4 million in 1999.
Diluted funds from operations for the year increased 10%, to $3.28 per share in
2000 from $2.98 per share in 1999. Total revenue for the year increased 7%, to
$2,020.8 million as compared to $1,892.7 million in 1999.

Effective January 1, 2000, the Company made two reporting changes that have
impacted the comparability of financial results:

-    The Company adopted Staff Accounting Bulletin No. 101 ("SAB 101"), which
     addresses certain revenue recognition policies, including the accounting
     for overage rent earned by a landlord. SAB 101 requires overage rent to be
     recognized as revenue only when each tenant's sales exceed their sales
     threshold. SAB 101 impacts the timing in which overage rent is recognized
     throughout the year, but does not materially impact the total overage rent
     recognized for the full year. If 1999 financial results were restated to
     reflect adoption of SAB 101, diluted funds from operations for the fourth
     quarter would be increased by $0.05 per share, while diluted funds from
     operations for the year would be unchanged.

-    The Company adopted NAREIT's FFO definition clarification, which requires
     the inclusion in FFO of the effects of non-recurring items not classified
     as extraordinary under generally accepted accounting principles or
     resulting from sales of depreciable real estate. As a result, SPG restated
     FFO for the year ended December 31, 1999 to include a $12 million charge
     related to litigation recorded in the third quarter of 1999 and a $7.3
     million write-down of land held for disposition recorded in the fourth
     quarter of 1999, reducing diluted funds from operations for the fourth
     quarter by $0.03 per share and for the year by $0.08 per share.


                                    31 of 45
<PAGE>

PAGE TWO


Occupancy for mall and freestanding stores in the regional malls at December 31,
2000 increased 120 basis points to 91.8%, as compared to 90.6% at December 31,
1999. Comparable retail sales per square foot increased 2%, to $384 while total
retail sales per square foot increased 3% to $377. Average base rents for mall
and freestanding stores in the regional mall portfolio were $28.31 per square
foot at December 31, 2000, an increase of $0.98, or 4%, from December 31, 1999.

The average initial base rent for new mall store leases signed during the fourth
quarter was $37.57, an increase of $10.78, or 40% over the tenants who closed or
whose leases expired. The average initial base rent for new mall store leases
signed during the year was $35.13, an increase of $5.89, or 20% over the tenants
who closed or whose leases expired.

"We are pleased to have achieved another quarter and year of increased
profitability," said David Simon, chief executive officer. "The holiday season
sales results were lackluster, however, our portfolio demonstrated continued
growth in sales, occupancy and base rents. Through our acquisition and
redevelopment efforts, we have created a portfolio dominated by high-quality,
highly-productive assets that retailers want to be located in and where shoppers
want to shop. Our market-dominant portfolio, coupled with the relative health of
our core in-line retailers, should propel the Company to future growth."

DISPOSITION ACTIVITIES

The Company continued its efforts to dispose of non-core assets. During the
fourth quarter of 2000, the Company sold its interest in one small specialty
center for approximately $13 million. Gross proceeds from asset dispositions
during 2000 approximated $216 million. Proceeds from asset sales were primarily
utilized to repay indebtedness.

FINANCING ACTIVITIES

On January 18, 2001, the Company's operating partnership, Simon Property Group,
L.P., announced the completion of the sale of $500 million of senior unsecured
notes. Issued in two tranches, $300 million mature in 2006 and $200 million
mature in 2011. The weighted average interest rate of the issuance was 7.62%.

"This offering, which was upsized due to strong investor demand and was still
significantly oversubscribed, is a testament to the Company's reputation in the
marketplace," said Stephen Sterrett, chief financial officer. "We are pleased to
have been able to take advantage of favorable market conditions and address a
large portion of our 2001 maturities."


                                    32 of 45
<PAGE>

PAGE THREE


NEW DEVELOPMENT ACTIVITIES

The Company completed two projects during the fourth quarter of 2000:

-    Arundel Mills is a 1.3 million square foot value-oriented super-regional
     mall in Anne Arundel County, Maryland, in the middle of the highly
     trafficked Baltimore/Washington, D.C. corridor. This project, which opened
     on November 17th, is the fifth Simon joint venture with The Mills
     Corporation. Anchors/major tenants: Jillian's, Bed Bath & Beyond, Sun & Ski
     Sports, Muvico, Books-A-Million, Off Broadway Shoes, For Your
     Entertainment, OFF 5TH-Saks Fifth Avenue, TJMaxx, Burlington Coat Factory,
     Children's Place and Old Navy. Simon's ownership percentage: 37.5%.

-    Waterford Lakes Town Center in Orlando, Florida, is a 927,000 square foot
     power center. The 571,000 square foot first phase of the project opened in
     November 1999. The first phase includes anchors: Super Target, TJMaxx, Ross
     Dress for Less, Bed Bath & Beyond, Barnes & Noble, Old Navy, Regal 20-Plex
     Theatre and Dress Barn. The second phase had a staggered opening throughout
     the fourth quarter and comprises 356,000 square feet. Anchors include
     OfficeMax, PetsMart and Best Buy. Simon's ownership percentage: 100%.

Construction continues on one additional new development that is scheduled to
open in 2001:

-    Bowie Town Center in Annapolis, Maryland, is a 560,000 square foot open-air
     regional shopping center with main street architecture and a 107,000 square
     foot grocery retail component scheduled to open October 2001. Anchors/major
     tenants: Hecht's, Sears, Old Navy, Barnes & Noble, Bed Bath & Beyond and
     Safeway. Simon's ownership percentage: 100%.

On October 30th, Rich's opened at Mall of Georgia in Buford (Atlanta), Georgia,
bringing the number of department store anchors to five. Existing anchors at
Mall of Georgia, which opened in August of 1999, are Nordstrom, Lord & Taylor,
Dillard's and JCPenney.

REDEVELOPMENT ACTIVITIES

The Company continues to focus on revenue enhancement opportunities through the
redevelopment of market-dominant assets. During the fourth quarter, the Company
completed significant redevelopments at the following wholly-owned properties:

-    LaPlaza Mall in McAllen, Texas - Mall renovation, expansion of JCPenney,
     small shop expansion and addition of Foley's Home Store opened in November.
     Addition of Dillard's opened in March 2000.


                                    33 of 45
<PAGE>

PAGE FOUR


-    The Shops at Mission Viejo in Mission Viejo, California - Addition of Old
     Navy, PF Chang's and California Cafe opened in December. New Nordstrom and
     Saks Fifth Avenue, small shop expansion and renovation, new parking
     structure opened in 1999. Robinsons-May expansion and remodel and food
     court addition opened October 2000. Macy's expansion is scheduled to open
     fall 2001.

-    Palm Beach Mall in West Palm Beach, Florida - Mall renovation, addition of
     Old Navy, Designer Shoe Warehouse and Mars Music Store opened in October.
     Addition of Dillard's and Borders opened in February and April 2000,
     respectively.

-    Town Center at Boca Raton in Boca Raton, Florida - Addition of Nordstrom,
     Lord & Taylor expansion, mall expansion and renovation, and new parking
     structure opened in November. New, expanded and relocated Saks Fifth
     Avenue, new parking structure and expansion of Bloomingdale's opened during
     the fourth quarter of 1999.

-    Ross Park Mall in Pittsburgh, Pennsylvania - Mall renovation and tenant
     remerchandising opened in November.

In 2000, the Company invested approximately $200 million in the redevelopment of
assets, consistent with its strategy to invest in its core portfolio of market
dominant assets. These assets generate sales in excess of $400 per square foot
and are over 95% occupied.

NEW BUSINESS INITIATIVES

In November, the Company announced the early renewal of its marketing and
vending alliance with Pepsi-Cola Company. As part of this renewal, Pepsi will
remain Simon's preferred soft drink provider for the next two years. Terms of
the agreement include Simon and Pepsi partnering in the development of exclusive
integrated marketing programs on a national, regional and local basis. Each
program will channel Pepsi's key programs and brand messages through Simon's
multiple marketing platforms - live events, sampling, promotions and on-mall
advertising - to reach targeted consumer audiences on the local level.

DIVIDENDS

On February 6th, the Company declared a common stock dividend of $0.5050 per
share. This dividend will be paid on February 28, 2001 to shareholders of record
on February 16, 2001. The Company also declared dividends on its three public
issues of preferred stock, all payable on April 2, 2001 to shareholders of
record on March 16, 2001:

-    Simon Property Group, Inc. 6.50% Series B Convertible Preferred Stock
     (NYSE:SPGPrB) - $1.625 per share


                                    34 of 45
<PAGE>

PAGE FIVE


-    SPG Properties, Inc. 8.75% Series B Cumulative Redeemable Preferred Stock
     (NYSE:SGVPrB) - $0.546875 per share

-    SPG Properties, Inc. 7.89% Series C Cumulative Preferred Stock - $0.98625
     per share.

Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a
self-administered and self-managed real estate investment trust which, through
its subsidiary partnerships, is engaged in the ownership, development,
management, leasing, acquisition and expansion of income-producing properties,
primarily regional malls and community shopping centers. It currently owns or
has an interest in 251 properties containing an aggregate of 186 million square
feet of gross leasable area in 36 states and five assets in Europe. Together
with its affiliated management company, Simon owns or manages approximately 191
million square feet of gross leasable area in retail and mixed-use properties.
Shares of Simon Property Group, Inc. are paired with beneficial interests in
shares of stock of SPG Realty Consultants, Inc. Additional Simon Property Group
information is available at WWW.SHOPSIMON.COM.

SUPPLEMENTAL MATERIALS

The Company's December 31, 2000 Form 10-K and supplemental information package
(on Form 8-K) may be requested in e-mail or hard copy formats by contacting
Shelly Doran - Director of Investor Relations, Simon Property Group, P.O. Box
7033, Indianapolis, IN 46207 or via e-mail at sdoran@simon.com.


CONFERENCE CALL

The Company will provide an online simulcast of its fourth quarter conference
call at WWW.SHOPSIMON.COM and WWW.STREETEVENTS.COM. To listen to the live call,
please go to any of these websites at least fifteen minutes prior to the call to
register, download and install any necessary audio software. The call will begin
at 3:00 p.m. Eastern Standard Time today, February 8, 2001. An online replay
will be available for approximately 90 days at WWW.SHOPSIMON.COM.

STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL MAY BE DEEMED
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS.
ALTHOUGH THE COMPANY BELIEVES THE EXPECTATIONS REFLECTED IN ANY FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCE THAT
ITS EXPECTATIONS WILL BE ATTAINED AND IT IS POSSIBLE THAT OUR ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE INDICATED BY THESE FORWARD-LOOKING STATEMENTS DUE
TO A VARIETY OF RISKS AND UNCERTAINTIES. THE READER IS DIRECTED TO THE COMPANY'S
VARIOUS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING QUARTERLY
REPORTS ON FORM 10-Q, REPORTS ON FORM 8-K AND ANNUAL REPORTS ON FORM 10-K FOR A
DISCUSSION OF SUCH RISKS AND UNCERTAINTIES.


                                    35 of 45
<PAGE>

--------------------------------------------------------------------------------
                                      SIMON
                        Combined Financial Highlights(A)
                         (In thousands, except as noted)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED              TWELVE MONTHS ENDED
                                                              DECEMBER 31,                   DECEMBER 31,
                                                          2000           1999            2000             1999
                                                        --------       --------       ----------       ----------
<S>                                                     <C>            <C>            <C>              <C>
REVENUE:
Minimum rent                                            $337,347       $315,496       $1,227,782       $1,146,659
Overage rent                                              27,982         20,643           56,438           60,976
Tenant reimbursements                                    158,445        150,425          602,829          583,777
Other income                                              37,541         34,869          133,702          101,291
                                                        --------       --------       ----------       ----------
     Total revenue                                       561,315        521,433        2,020,751        1,892,703

EXPENSES:
Property operating                                        85,328         78,020          320,548          294,699
Depreciation and amortization                            115,454        109,249          420,065          382,176
Real estate taxes                                         44,007         48,433          191,190          187,627
Repairs and maintenance                                   22,228         18,507           73,918           70,760
Advertising and promotion                                 23,069         20,408           65,797           65,843
Provision for credit losses                                1,973          1,704            9,644            8,541
Other                                                     11,547          9,190           39,021           28,812
                                                        --------       --------       ----------       ----------
     Total operating expenses                            303,606        285,511        1,120,183        1,038,458

Operating Income                                         257,709        235,922          900,568          854,245

Interest Expense                                         161,144        151,722          635,678          579,593
                                                        --------       --------       ----------       ----------

Income before Minority Interest                           96,565         84,200          264,890          274,652

Minority Interest                                         (3,271)        (2,980)         (10,370)         (10,719)
Gain (Loss) on Sales of Real Estate, net(B)                  323          2,246            9,132           (7,062)
Income Tax Benefit of SRC                                     --             --               --            3,374

Income before Unconsolidated Entities                     93,617         83,466          263,652          260,245

Income from Unconsolidated Entities                       29,320         10,783           83,767           55,855
                                                        --------       --------       ----------       ----------

Income before Extraordinary Items and
     Cumulative Effect of Accounting Change              122,937         94,249          347,419          316,100

Unusual Item(C)                                               --             --               --          (12,000)
Extraordinary Items - Debt Related Transactions             (209)        (4,478)            (649)          (6,705)
Cumulative Effect of Accounting Change(D)                     --             --          (12,342)              --
                                                        --------       --------       ----------       ----------

Income before Allocation to Limited Partners             122,728         89,771          334,428          297,395

Less: Limited Partners' Interest in
      the Operating Partnerships                         (28,144)       (19,503)         (70,490)         (60,758)

Less: Preferred Distributions of the
      SPG Operating Partnership                           (2,817)        (2,305)         (11,267)          (2,917)

Less: Preferred Dividends of Subsidiary                   (7,334)        (7,334)         (29,335)         (29,335)
                                                        --------       --------       ----------       ----------

Net Income                                                84,433         60,629          223,336          204,385
Preferred Dividends                                       (9,185)        (9,166)         (36,808)         (37,071)
                                                        --------       --------       ----------       ----------

Net Income Available to Common Shareholders             $ 75,248       $ 51,463       $  186,528       $  167,314
                                                        ========       ========       ==========       ==========
</TABLE>


                                    36 of 45
<PAGE>

--------------------------------------------------------------------------------
                                      SIMON
                   Combined Financial Highlights- Continued(A)
                         (In thousands, except as noted)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED       TWELVE MONTHS ENDED
                                                              DECEMBER 31,            DECEMBER 31,
                                                            2000       1999         2000         1999
                                                           -----      ------       ------       ------
<S>                                                        <C>        <C>          <C>          <C>
PER SHARE DATA:

Basic Income per Paired Share:
     Before Extraordinary Items                            $0.44      $ 0.32       $ 1.13       $ 1.00
     Extraordinary Items                                      --       (0.02)          --        (0.03)
     Cumulative Effect of Accounting Change                   --          --        (0.05)          --
                                                           -----      ------       ------       ------
     Net Income Available to Common Shareholders           $0.44      $ 0.30       $ 1.08       $ 0.97
                                                           =====      ======       ======       ======
Diluted Income per Paired Share:
     Before Extraordinary Items                            $0.44      $ 0.32       $ 1.13       $ 1.00
     Extraordinary Items                                      --       (0.02)          --        (0.03)
     Cumulative Effect of Accounting Change                   --          --        (0.05)          --
                                                           -----      ------       ------       ------
     Net Income Available to Common Shareholders           $0.44      $ 0.30       $ 1.08       $ 0.97
                                                           =====      ======       ======       ======
</TABLE>

SELECTED BALANCE SHEET INFORMATION

<TABLE>
<CAPTION>
                                                  DECEMBER 31,   DECEMBER 31,
                                                      2000           1999
                                                  -----------    -----------
<S>                                               <C>            <C>
Cash and Cash Equivalents                         $   223,111    $   157,632
Investment Properties, net                        $11,564,414    $11,703,171
Mortgages and Other Indebtedness                  $ 8,728,582    $ 8,768,951
</TABLE>

SELECTED REGIONAL MALL OPERATING STATISTICS

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                    2000           1999
                                                  --------       --------
<S>                                               <C>            <C>
Occupancy(E)                                        91.8%          90.6%
Average Rent per Square Foot(E)                   $ 28.31        $ 27.33
Total Sales Volume (in millions)(F)               $16,561        $15,542
Comparable Sales per Square Foot(F)               $   384        $   377
Total Sales per Square Foot(F)                    $   377        $   367
</TABLE>


                                    37 of 45
<PAGE>

--------------------------------------------------------------------------------
                                     SIMON
                  COMBINED FINANCIAL HIGHLIGHTS- CONTINUED(A)
                         (In thousands, except as noted)
--------------------------------------------------------------------------------

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS ("FFO")

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED            TWELVE MONTHS ENDED
                                                                   DECEMBER 31,                  DECEMBER 31,
                                                               2000           1999           2000           1999
                                                             --------       --------       --------       --------
<S>                                                          <C>            <C>            <C>            <C>
Income Before Extraordinary Items and
     Cumulative Effect of Accounting Change                  $122,937       $ 94,249       $347,419       $316,100

Plus: Real estate depreciation and amortization
      from combined consolidated properties                   115,929        109,002        418,670        381,265

Plus: Simon's share of real estate depreciation and
      amortization, extraordinary items and other
      items from unconsolidated affiliates                     32,310         38,056        119,562         97,247

Less: Unusual Item(C)                                              --             --             --        (12,000)

Less: (Gain) loss on sale of real estate, net(B)                 (323)        (2,246)        (9,132)         7,062

Less: Minority interest portion of real estate
      depreciation and amortization                            (1,505)        (1,562)        (5,951)        (5,128)

Less: Preferred distributions
      (including those of subsidiary)                         (19,336)       (18,805)       (77,410)       (69,323)
                                                             --------       --------       --------       --------

FFO of the Simon Portfolio                                   $250,012       $218,694       $793,158       $715,223
                                                             ========       ========       ========       ========

===================================================================================================================
FFO of the Simon Portfolio                                   $250,012       $218,694       $793,158       $715,223

BASIC FFO PER PAIRED SHARE:

Basic FFO Allocable to the Company                           $181,629       $158,737       $575,655       $520,346

Basic Weighted Average Paired Shares Outstanding              171,934        173,167        172,895        172,089

Basic FFO per Paired Share                                   $   1.06       $   0.92       $   3.33       $   3.02

DILUTED FFO PER PAIRED SHARE:

Diluted FFO Allocable to the Company                         $192,034       $168,687       $614,034       $559,752

Diluted Weighted Average Number of Equivalent                 186,468        187,735        187,469        187,732
     Paired Shares

Diluted FFO per Paired Share                                 $   1.03       $   0.90       $   3.28       $   2.98
===================================================================================================================
</TABLE>

(A)  Represents combined condensed financial statements of Simon Property Group,
     Inc. and its paired share affiliate, SPG Realty Consultants, Inc. ("SRC").

(B)  Net of asset write downs of $10.57 million for the twelve months ended
     December 31, 2000.

(C)  Relates to litigation filed by former employees/shareholders of DeBartolo
     Realty Corporation (purchased by SPG in 1996) regarding stock incentive
     plan shares. Judgment was rendered in favor of SPG in district court, but
     reversed by appellate court on August 18, 1999.

(D)  Due to the adoption of SAB 101 on January 1, 2000, which requires overage
     rent to be recognized as revenue only when each tenant's sales exceed their
     sales threshold. Previously, the Company recognized overage rent based on
     reported and estimated sales through the end of the period, less the
     applicable prorated base sales amount.

(E)  Includes mall and freestanding stores.

(F)  Based on the standard definition of sales for regional malls adopted by the
     International Council of Shopping Centers, which includes only mall and
     freestanding stores.


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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>a2039186zex-99_3.txt
<DESCRIPTION>TELECONFERENCE FOR QTR & 12 MOS DTD 12/31/00
<TEXT>

<PAGE>

                                                                    Exhibit 99.3

SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 17, 2000

FORWARD LOOKING STATEMENT

Welcome to the Simon Property Group fourth quarter and year-end earnings
conference call. Please be aware that statements made during this call that are
not historical may be deemed forward-looking statements. Although the Company
believes the expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its expectations will
be attained, and it is possible that our actual results may differ materially
from those indicated by these forward looking statements due to a variety of
risks and uncertainties. We direct you to the Company's various filings with the
Securities and Exchange Commission including Form 10-K and Form 10-Q for a
detailed discussion of risks and uncertainties.

The Company's quarterly supplemental information package will be filed as a Form
8-K next week. This filing will also be available via mail or e-mail. If you
would like to receive the supplemental information via e-mail, please notify me,
Shelly Doran, at SDORAN@SIMON.COM.

Participating in today's call will be David Simon (chief executive officer),
Rick Sokolov (president and chief operating officer) and Steve Sterrett (chief
financial officer). Mike McCarty, our Senior VP of Research and Corporate
Communications will also be available during the Q&A session. David will now
begin the call.

INTRODUCTION

Let me make just a couple of opening comments before we get into the detail.

1.   We had a good quarter, meeting the Street's consensus expectation of $1.03
     per share of FFO.

2.   Despite the economic slowdown and flat holiday season, our portfolio
     demonstrated strong performance, with continued growth in rents, sales and
     occupancy.

3.   Our balance sheet and access to capital are unmatched in our sector, as
     evidenced by our $500 million issuance of unsecured debt, completed in
     January of 2001.

4.   Given the current economic climate, we feel good about our decision to
     reduce development spending.

5.   And, we are upbeat about the future of our business. The Wards liquidation
     and JCPenney store closings represent a long-term value-creation
     opportunity for us, and our in-line retailers are in generally good shape.

Steve will now discuss financial and operational results.


FINANCIAL AND OPERATIONAL RESULTS

We increased FFO per share in the fourth quarter by 14%, to $1.03, versus ninety
cents in 1999. There are two items, however, which impact comparability. As
discussed in previous calls, in January of this year we adopted, as required,
the SEC's Staff Accounting Bulletin 101, which addresses certain revenue
recognition policies, including the accounting for overage rent. Without
repeating all of the details, our recognition of percentage rent is now more
back-end weighted in a calendar year. Had we adopted SAB 101 in 1999, our fourth
quarter FFO would have been reduced by five cents per share. The impact on
annual results for 1999 was negligible.

Comparability of results is also complicated as a result of unusual,
non-recurring charges recognized in 1999. In the third quarter we reserved $12
million related to litigation filed by former employees of DeBartolo Realty
Corporation. In the fourth quarter, we recorded a $7.3 million write-down of
land held for disposition. At the time, these types of items did not impact FFO.
Under NAREIT's FFO clarification, which went into effect in January of this
year, these charges are now to be reflected in FFO, thereby reducing 1999 FFO by
three cents per share for the quarter and eight cents for the year.


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

To provide you with an "apples-to-apples" look at our results, we have
calculated the impact assuming 1999 adoption of SAB 101 as well as reversing the
impact of the unusual, non-recurring charges. For the twelve months, 1999 FFO
would increase by eight cents per share. Therefore, FFO for the year 2000, on a
comparable, per share basis, increased 7.2%, from $3.06 per share to $3.28 per
share.

Highlights of our fourth quarter operating results are as follows:

-    Occupancy increased 120 basis points from December 31, 1999 to 91.8% at
     December 31, 2000. Occupancy has improved due to:

     1.   The continued demand for mall space--and we have not seen any
          significant retrenching in the 01 or 02 expansion plans from our
          retailers. In 2000, we leased 8.1 million square feet. Of this number,
          5.9 million square feet was new tenant leasing activity and 2.2
          million was renewal activity.

     2.   Increased quality of the assets in our portfolio due to acquisitions
          and redevelopment, owning more of the malls where tenants "just have
          to be."

     3.   A more efficient lease execution process, through which we are opening
          tenants quicker.

     4.   A proactive approach with regard to anticipating tenant fallout in our
          centers, which minimizes downtime.

-    Comparable sales per square foot, i.e. sales of tenants who have been in
     place for at least 24 months, increased 2% to $384. Comp sales per square
     foot for the holiday season were essentially flat.

-    Total sales per square foot increased 3% to $377 per square foot.

-    Average base rent increased 4% to $28.31.

-    The average initial base rent for stores opened during the fourth quarter
     was $37.57 per square foot, versus average rents of $26.79 for those
     tenants who closed or whose leases expired, for a spread of $10.78, or 40%.
     The average initial base rent for new mall store leases signed for the year
     was $35.13, an increase of $5.89, or 20%, over the tenants who closed or
     whose leases expired. This annual number is in line with our historical
     spread.

-    Same property NOI growth was 5%, driven by occupancy gains, rent increases
     and our SBV initiatives.

We'd like to take a few minutes now to comment on the overall retail climate.
Growth in retail sales began to decelerate in the second quarter of 2000.
According to one study, retail sales growth in the fourth quarter was one-third
the pace of the first quarter. What drove this deceleration? Economists point to
four major factors: slower job growth, lower wage and salary income gains, a
reversal of the "wealth effect," and rising energy costs taking a larger
proportion of discretionary income. With these pressures, consumer confidence
began to wane and along with it, retail sales growth slowed. December was a
particularly challenging month for all retailers as evidenced by the lackluster
results released for the holiday season. SPG's experience was similar to that of
the industry.

What does this mean for SPG? With regard to the in-line tenants from whom SPG
earns most of its revenue, the news is positive. The tenants are generally
financially healthy, and have shown no meaningful pullback in 2001 planned
openings.

We would expect, even in a relatively flat sales environment, to continue to
grow occupancy and rents. History shows us that even in a tough retail
environment, we can produce positive operating results. Witness 1995 and 1996,
when retail store closings nationally were more than double the level of 2000.
SPG still grew occupancy, base rent, and tenants sales in meaningful ways.

Throughout its 40+ year history, the Simon portfolio has demonstrated resilience
to fluctuations in the business cycle, as evidenced by the:

-    Asset quality which translates into superior sales productivity and
     consistent operational growth;

-    Scope and depth of the Simon organization's tenant relationships and the
     magnitude of high quality, national tenants throughout the portfolio; and

-    Simon organization's demonstrated ability to successfully retenant anchor
     and in-line stores.


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

These attributes all combine to make Simon the leader in the retail real estate
industry. Rick will address the department store situation specifically in a few
minutes.

LIQUIDITY AND CAPITAL ACTIVITIES

In January, we closed on the issuance of $500 million in unsecured debt. This
transaction was increased from its original size of $300 million due to strong
investor demand. Proceeds were used to pay off the $450 million tranche and to
partially pay down (by $40 million) the $475 million tranche of the facility
obtained by SPG to complete the acquisition of Corporate Property Investors. The
January issue included two tranches of senior unsecured notes: $300 million of 7
3/8% due 2006; and $200 million of 7 3/4% due 2011. All securities in this
offering are rated Baa1 by Moody's and BBB by Standard & Poor's. We are the only
company in our sector that could complete an offering of this size at this time.

In 2001, we have approximately $800 million of remaining debt maturing. Of this
$800 million, $435 million due in September is the third and final tranche of
unsecured debt related to the CPI acquisition. The remaining amounts are
mortgages on 10 assets that have aggregate coverage levels of approximately 2.5
times. We already have lender commitments to refinance a portion of this debt.
We continue to maintain our financial flexibility and strong liquidity with over
$600 million available on our corporate credit facility and over $800 million of
EBITDA expected to be generated in the year 2001 from properties that are
unencumbered. Our interest coverage ratio remains steady at 2.3 times.

DISPOSITIONS

In 1999, we accelerated our efforts to dispose of non-core assets and made
organizational changes to improve performance in this area. We continued our
efforts to dispose of non-core assets in 2000, even though market conditions for
the sale of non-dominant regional malls were challenging. The only regional mall
sale in 2000 was Lakeland Square, where our partner triggered a buy-sell
provision and we sold.

More progress was made in selling non-regional mall assets in 2000. We sold the
Lenox office building in Atlanta, one specialty center, 4 community centers, and
our investment in Chelsea Property Group. In total, $216.7 million of assets
were sold in 2000. If we are successful in completing the sale of our office
assets in 2001, asset sales could exceed the 2000 levels. Potential sales of
non-dominant regional malls should be aided by lowering interest rates.

Proceeds to date from Simon's disposition of non-core assets in 1999 and 2000
total $283 million - $218 million was used to pay down debt with the remaining
balance of $65 million utilized to repurchase SPG common stock and units. Rick
will now discuss the department store activity.

DEPARTMENT STORES

I just wanted to spend a couple of minutes on our approach to the department
store activity that is currently taking place in our portfolio.

As we have said before, department store vacancies at good malls provide a
significant opportunity. Happily, the vast majority of the activity we are
dealing with now impacts malls that are very solid and productive.

With respect to Montgomery Ward, we have been working proactively, anticipating
this liquidation for several years. We have 28 remaining Montgomery Ward stores.
Montgomery Ward owns 17 and 11 are leased. The lease rates are, for the most
part, low, and thus the FFO impact minimal.

We are far down the road in working with replacements for Montgomery Ward.
Tenant interest has been strong. The Ward stores were not significantly
contributing to any of the centers' market share, and for the most part, the


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

stores are very well-located in the context of our center plans. History is a
good teacher with respect to Wards. Over the last 5 years, Montgomery Ward has
closed 11 stores in our portfolio. Of the ten locations that we control, nine
have since been retenanted with more productive tenants including Sears,
Nordstrom, Saks, Dillard's, Burlington Coat, Target and Von Maur. Replacing Ward
with these more productive tenants has benefited these properties. This
portfolio has reported average sales growth of over 6% for the last three years
and average occupancy increases of 500 basis points during the same period.

In January of 2001, JCPenney announced their store-closing program for this
year. Five of the department stores on that list are in our portfolio. We own 3
and Penney's owns 2 locations. The situation with Penney is substantially the
same as that of Ward. The closings are, for the most part, in productive
centers. The FFO impact is minimal for 2001. We expect to replace these Penney
stores with more productive retailers, just like our experience with Ward's.

Today, Federated announced that it was doing away with its Stern's division. We
have four Stern's in our portfolio. Two of those Stern's locations, Bergen Mall
and Ocean County, are being converted to Macy's. This will undoubtedly increase
their productivity. Federated has operating covenants at both centers and will
continue to operate them.

The other two Stern's locations in our portfolio are at Roosevelt Field and
Smith Haven Mall. Both of these centers are among the most productive centers in
our portfolio and this represents a significant opportunity to substantially
increase the market share of these already dominant properties by bringing in
users that will have substantially larger volumes than Stern's was experiencing.
We are in active discussions with Federated to redeploy these spaces.

Another area of focus is our theater exposure. We have met individually with
each of our major chain operators and we are actively monitoring the performance
of our theaters on a weekly basis on how they compare with all theaters
nationally and among theaters within the particular chain and local market.

I do want to point out that we have been very successful in converting
non-stadium-seating theaters to other uses. It costs approximately $15.00 per
foot to bring theater space up to grade. Most of these locations have exterior
entrances and dedicated parking fields so that they are very appropriate for big
box users, and we have been able to historically generate acceptable returns on
our incremental capital in converting these locations.

DEVELOPMENT ACTIVITIES

As we have been communicating to you, we have adopted a more disciplined
approached with regards to development activity and believe we made the right
call in reducing our development and redevelopment spending. In the latter part
of 2000, we opened Arundel Mills and the second phase of Waterford Lakes Town
Center. We also completed major redevelopments at LaPlaza Mall, North East Mall,
Palm Beach Mall, The Shops at Mission Viejo and Town Center at Boca Raton.

In light of the weakening economy and current retail environment, we are pleased
to have only one new development project opening in 2001--Bowie Towne Center in
Annapolis, Maryland.

Bowie Towne Center is a 667,000 square foot open-air regional mall with a main
street architectural design. The mall space comprises 560,000 square foot and
will be anchored by Hecht's and Sears and will also feature Old Navy, Barnes &
Noble and Bed Bath & Beyond. An adjacent 107,000 square foot neighborhood
component consisting of grocery retail will be anchored by Safeway. The project
is currently 87% leased and committed.

With the majority of our significant redevelopment activity behind us, we are
beginning to reap the benefits of this invested capital. In addition, our
discretionary cash flow (cash flow after dividends and cap ex) will
significantly


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

increase in 2001 due to this reduction in our redevelopment spending. Our share
of development spending in 2001 is anticipated to approximate $200 million for
both new and redevelopment projects.

In 2001, we look forward to renovating five properties, completing the last
phase of Waterford Lakes Town Center in Orlando, and opening both Nordstrom and
Foley's at our renovated and expanded North East Mall in Hurst, Texas.

Our typical, detailed disclosure for new development and redevelopment
activities is provided in our 8-K, which will be filed next week. David will now
discuss our SBV and SBN initiatives.

SBV AND SBN INITIATIVES

We have now been working on our B2B and B2C initiatives for 3 or 4 years. In
2000, we made $62 million. This represents growth of 37.8% over our 1999 results
of $45 million.

On the business-to-consumer side, SBV re-signed Pepsi as a key sponsor for an
additional two years. Pepsi was one of SBV's original sponsors back in January
1998. We believe Pepsi's renewal is a testament to the strength of the SPG
portfolio as a marketing medium.

As of December 31st, JCDecaux fixtures were installed in 39 SPG malls. This
number should grow to over 50 malls by the end of 2001. We saw positive
contribution from this program in 2000, but look forward to a full year of the
program activity and cash flow in 2001. We are excited about this program and
the revenue it will add to the bottom line.

During 2000, we sold over $200 million in Simon gift certificates, redeemable at
any tenant in any Simon mall across the country. $500,000 of these certificates
were sold on-line at shopsimon.com. As a reminder to all of you, Valentine's Day
is next week!

On an ongoing basis, we review what's working and what's not. In November 2000,
after the completion of several months of consumer and retail research conducted
by McKinsey & Co.,we decided to discontinue MALLPeRKs, our shopper loyalty
program. This decision was based on several factors. We had taken this program
as far as we could, and due to its technological limitations, we could not
increase memberships at the rate we wanted. It was also cumbersome for our
shoppers, as we did not have point of sale capability. We do not view this as a
setback. We are looking to create a successful new shopping affinity program
that will add even greater value to our customer's shopping experience.
McKinsey's research supports this view.

In order to focus on marketplace efficiencies, we formed Simon Business Network,
SPG's business-to-business side. SBN is in the process of developing a broader
real estate e-commerce marketplace. The primary areas of focus are MRO
Procurement, Facility Services, Energy Management, Maintenance Services, and
Security Services, just to name a few.

In May, we announced our strategic collaboration with leading real estate
companies from a broad range of property sectors to form a real estate
technology company, Constellation Real Technologies. Constellation has invested
$25 million in FacilityPro.com, with SPG's share of this investment at $2.5
million.

One other point regarding our B2B programs. As you recall, in 1999 we completed
a major agreement with Enron, where we created a joint venture with Enron to
manage our portfolio's ongoing energy business and to lock-in our energy costs
at attractive rates. Given the volatility in the energy markets lately, and the
energy situation in California, we're very pleased to be partnered with one of
the largest procurers of energy in the world, as well as one of the country's
most innovative and respected organizations.


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

TECHNOLOGY INITIATIVES

We are very pleased with the progress of MerchantWired. Response from the retail
community continues to be positive:

-    MerchantWired has 12 retailers running production environment on the
     network.

-    Retailers representing over 7,000 stores have selected MerchantWired for
     networking and managed network services. These retailers have either signed
     contracts or are in the final T&C's on contracts.

-    American Eagle deployed in 2000 and Finishline began deployment in 2000.

-    Other retailers with signed contracts include: The Buckle, Trans World
     Entertainment and Gadzooks.

-    Retailers have successfully used voice/ip high speed credit authorization
     and store polling.

-    MerchantWired is continuing active discussions with approximately 20 other
     retailers.

Retailers and technology companies recognize the benefit of MerchantWired.
Retailers are currently testing:

-    Enhanced POS systems

-    Inventory Management Systems

-    Real time data

-    Multimedia web cams

-    Security/Shrinkage applications

-    Enhanced credit card authorization

-    Wireless integration

Over 300 malls have been wired to date and are fully operational with an
additional 50 properties contracted. Active negotiations continue with a variety
of other property owners.

MerchantWired is also evolving to provide integrated technology solutions.
Examples include: credit card authorization; infrastructure hosting;
professional services; wireless; and other applications.

With respect to clix, we are finishing the next evolution of our product in
conjunction with Found, Inc. Found is an innovative e-infrastructure technology
provider that utilizes the Internet to create significant efficiencies for
offline retailers and manufacturers throughout the supply chain. Found and clix
are developing a single wireless wishlist product, which will combine the best
of our FastFrog and YourSherpa initiatives with Found's ability to provide
real-time access to retailers' store inventory levels. The technology that we're
working on has the potential to integrate online and physical shopping into a
seamless experience for the consumer. We're excited about the prospects.

In other technology matters, included in fourth quarter results is a $3 million
write-off of our investment in PIIQ.com. PIIQ was one of our earliest technology
investments and was an online shopping site that has ceased operations. The
write-off is reflected in other expense on the combined consolidated income
statement and adversely impacted our FFO per share by a penny.

We remain enthusiastic about our technology initiatives and believe that upon
final implementation, they will add value to our company.

2001 OUTLOOK

I'd like to take a minute and discuss our 2001 outlook.

We always challenge ourselves with aggressive business plans. And 2001 is no
exception. Having said that, we do believe that we have a realistic view of 2001
in the current environment. We expect a modest increase in occupancy, but at a
slower growth rate than 2000. We expect tenant sales to be relatively flat. Our
plan also reflects our lower capital spending levels for development, and also
anticipates a lower overall interest rate


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SIMON PROPERTY GROUP
TELECONFERENCE TEXT
FEBRUARY 8, 2000

environment than we experienced in 2000. Even in a weak sales environment, we
are in good shape because of our below-market rents. Year-end occupancy cost was
12.1%, so there is room for growth there. In fact, our major business focus in
2001 is to increase our revenues through increasing releasing spreads.

We have consistently worked to increase the quality of our portfolio over the
past few years and our properties should serve us well through any economic
cycle.

CONCLUSION

Before I open it up to Q&A, let me offer a few concluding comments:

-    Don't be overly concerned about the health of the mall business. Remember,
     it was only about 18 months ago when conventional wisdom said that
     e-commerce was going to make the mall obsolete.

-    The mall is healthy. Don't be concerned about recent store closings. It
     happens every year at this time. With respect to the Wards' locations,
     there is real upside in retenanting those spaces.

-    We are very well positioned to withstand an economic downturn. With a
     strong balance sheet, quality portfolio and below market occupancy costs,
     our company is stronger than it has ever been.

-    I was pleased to read yesterday that President Bush has agreed to support
     the tougher bankruptcy laws that Congress has passed the last two years,
     but that Clinton vetoed. Long-term, this will strengthen our dealings with
     retailers.

-    Finally, we were very pleased to be recognized in Fortune's recent ranking
     of America's most admired companies. It's a great testament to the progress
     that our industry has made to even have real estate included as a category.
     And we're honored to be mentioned with great companies like EOP and EQR,
     also leaders in their sectors.

And now, Operator, we are ready to open the call to questions.


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