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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2003

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

Delaware (State or other jurisdiction of incorporation or organization) |  | 001-14469 (Commission File No.) |  | 04-6268599 (I.R.S. Employer Identification No.)

115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)
(317) 636-1600
(Registrant's telephone number, including area code)

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

Title of each class |  | Name of each exchange on which registered
--- | --- | ---
Common stock, $0.0001 par value |  | New York Stock Exchange
8.75% Series F Cumulative Redeemable Preferred Stock, $.0001 par value |  | New York Stock Exchange
7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $.0001 par value |  | New York Stock Exchange

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o

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

Indicate by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934). YES ý NO o

The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately $7,163 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2003.

As of February 12, 2004, Simon Property Group, Inc. had 200,985,130; 3,200,000 and 4,000 shares of common stock, Class B common stock and Class C common stock outstanding, respectively.

Documents Incorporated By Reference

Portions of the Registrant's Annual Report to Shareholders are incorporated by reference into Parts I, II and IV and portions of the Registrant's Proxy Statement in connection with its 2004 Annual Meeting of Shareholders are incorporated by reference in Part III.

SIMON PROPERTY GROUP, INC.
Annual Report on Form 10-K
December 31, 2003

TABLE OF CONTENTS

Item No. |  |  |  | Page No.
--- | --- | --- | --- | ---
Part I
1. |  | Business |  | 3
2. |  | Properties |  | 12
3. |  | Legal Proceedings |  | 36
4. |  | Submission of Matters to a Vote of Security Holders |  | 36
Part II
5. |  | Market for the Registrant's Common Equity and Related Stockholder Matters |  | 37
6. |  | Selected Financial Data |  | 37
7. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 38
7A. |  | Quantitative and Qualitative Disclosure About Market Risk |  | 38
8. |  | Financial Statements and Supplementary Data |  | 38
9. |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  | 38
9a. |  | Controls and Procedures |  | 38
Part III
10. |  | Directors and Executive Officers of the Registrant |  | 39
11. |  | Executive Compensation |  | 39
12. |  | Security Ownership of Certain Beneficial Owners and Management |  | 39
13. |  | Certain Relationships and Related Transactions |  | 39
14. |  | Principal Accounting Fees and Services |  | 39
Part IV
15. |  | Exhibits, Financial Statements, Schedules and Reports on Form 8-K |  | 40
Signatures |  | 41

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Part I

Item 1. Business

Background

Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all but one of our real estate properties. In this report, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership and their subsidiaries.

We are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily of regional malls and community shopping centers. As of December 31, 2003, we owned or held an interest in 246 income-producing properties in North America, which consisted of 175 regional malls, 67 community shopping centers, and four office and mixed-use properties in 37 states and Canada (collectively, the "Properties", and individually, a "Property"). Mixed-use properties are properties that include a combination of retail space, office space, and/or hotel components. In addition, we also own interests in three parcels of land held for future development (together with the Properties, the "Portfolio"). Finally, we have ownership interests in 47 assets in Europe (France, Italy, Poland and Portugal).

Mergers and Acquisitions

Mergers and acquisitions have been a significant component of the growth and development of our business. In 2003, we completed a series of acquisitions that added to our overall portfolio:

•
  On March 14, 2003, we purchased the remaining minority interest in The Forum Shops at Caesars in Las Vegas, NV for $174.0 million in cash and assumed our $74.2 million share of debt from the minority limited partner.
•
  On August 20, 2003, we purchased a 100% leasehold stake in Stanford Shopping Center in Palo Alto, California from Stanford University for $333.0 million. Stanford University holds, as lessor, a long-term ground lease underlying the asset.
•
  In the fourth quarter 2003, through a series of transactions, we increased our ownership interest in Kravco Investments L.P., a Philadelphia, PA based owner of regional malls, and acquired additional interests in Kravco's affiliated management company, for approximately $293 million. The portfolio consists of six regional malls, five of which are in the Philadelphia metropolitan area, and four community centers.
•
  Finally, in December 2003, we increased our presence in Europe through the formation of Gallerie Commerciali Italia S.p.A ("GCI") with The Rinascente Group, an Italian retailer company. The Rinascente Group contributed 38 shopping centers as well as development opportunities to GCI and then sold 49% of GCI to one of our affiliates. The initial gross value of GCI was approximately €860 million or over $1.0 billion and our initial equity investment was approximately €187 million, or $232 million.

On October 8, 2003, we and Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, withdrew our tender offer for all of the outstanding common shares of Taubman Centers, Inc. The withdrawal of the tender offer followed the enactment of a law amending the Michigan Control Share Acquisitions Act and which allowed the Taubman family group to effectively block our ability to conclude the tender offer. As a result we expensed deferred acquisition costs of $10.6 million, net, related to this acquisition during 2003.

Structural Simplification

On January 1, 2003, the Operating Partnership acquired all of the remaining equity interests of M.S. Management Associates, Inc. (the "Management Company"). The interests acquired consist of 95% of the voting common stock and 1.25% of the non-voting stock of the Management Company and approximately 2% of the economic interests of the Management Company. The interests were acquired from Melvin Simon, Herbert Simon, and David Simon (the "Simons"), for a total purchase price of $425,000, which was equal to the appraised value of the interests as determined by an independent third party. The acquisition was unanimously approved by our independent directors. As a result, the Management Company is now a wholly owned consolidated taxable REIT subsidiary ("TRS") of the Operating Partnership.

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Dispositions

As part of our strategic plan to own quality retail real estate, we continually evaluate our properties and sell those which no longer meet our strategic criteria. We may use the capital generated from these dispositions to invest in higher-quality, higher-growth properties. We believe that the sale of these non-core Properties will not have a material impact on our future results of operations or cash flows nor will their sale materially affect our ongoing operations. In addition, we expect any earnings dilution from the sales on our results of operations from these dispositions will be offset by the positive impact of our acquisitions and development and redevelopment activities.

During 2003, we sold 13 non-core Properties, consisting of seven regional malls, five community centers and one mixed-use property. The Properties and their dates of sale were:

• |  | Richmond Square, Mounds Mall, Mounds Mall |  | • |  | Eastern Hills Mall on July 1, 2003
|  | Cinema and Memorial Mall on January 9, 2003 |  | • |  | New Orleans Center on October 1, 2003
• |  | Forest Village Park Mall on April 29, 2003 |  | • |  | Mainland Crossing on October 28, 2003
• |  | North Riverside Park Plaza on May 8, 2003 |  | • |  | SouthPark Mall on November 3, 2003
• |  | Memorial Plaza on May 21, 2003 |  | • |  | Bergen Mall on December 12, 2003
• |  | Fox River Plaza on May 22, 2003 |  |  |  |

Operating Policies and Strategies

The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. Our Board of Directors may amend or rescind these policies from time to time at its discretion without a stockholder vote.

Investment Policies

We conduct our investment activities, except for one Property that we own directly, through the Operating Partnership and its subsidiaries. Our primary business objectives are to increase Funds From Operations ("FFO") per share, operating results and the value of our Properties while maintaining a stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:

•
  pursuing a leasing strategy that capitalizes on the desirable location of our Properties;
•
  improving the performance of our Properties by using the economies of scale that result from our size to help control operating costs and by generating additional revenues through merchandising, marketing and promotional activities;
•
  renovating and/or expanding our Properties where appropriate;
•
  developing new shopping centers which meet our economic criteria; and
•
  acquiring additional shopping centers and the portfolios of other retail real estate companies that meet our investment criteria.

We cannot assure you, however, that we will achieve our business objectives.

We develop and acquire properties to generate both current income and long-term appreciation in value. We do not have a policy limiting the amount or percentage of assets that may be invested in any particular property or type of property or in any geographic area. We may purchase or lease properties for long-term investment or develop, redevelop, and/or sell our Properties, in whole or in part, when circumstances warrant. We participate with other entities in property ownership, through joint ventures or other types of co-ownership. These equity investments may be subject to existing mortgage financing and other indebtedness that have priority over our equity interest.

While we emphasize equity real estate investments, we may, in our discretion, invest in mortgages and other real estate interests consistent with our qualification as a REIT under the Internal Revenue Code ("Code"). Mortgages in which we invest may or may not be insured by a governmental agency. We do not intend to invest to a significant extent in mortgages or deeds of trust, however, we hold an interest in one Property through a mortgage note which results in us receiving 100% of the economics of the Property. We may invest in participating or convertible mortgages, however, if we conclude that we may benefit from the cash flow or any appreciation in the value of the property.

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We may also invest in securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification under the Code. These REIT limitations mean that we cannot make an investment that would cause our real estate assets to be less than 75% of our total assets. In addition, we must derive at least 75% of our gross income from "rents from real estate" and at least 95% must be derived from rents from real estate, interest, dividends and gains from the sale or disposition of stock or securities.

Subject to these REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies. We do not intend to invest in securities of other issuers for the purpose of exercising control other than the Operating Partnership and certain wholly-owned subsidiaries and to acquire interests in real estate. We do not intend that our investments in securities will require us to register as an "investment company" under the Investment Company Act of 1940, as amended. We intend to divest securities before any such registration would be required.

Financing Policies

We must comply with the covenant restrictions of debt agreements of the Operating Partnership that limit our ratio of debt to total market valuation. For example, the Operating Partnership's lines of credit and the indentures for the Operating Partnership's debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 60% of adjusted total assets, as defined, and secured debt to 55% of adjusted total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for our equity securities and the debt securities of the Operating Partnership.

If the Board of Directors determines to seek additional capital, we may raise such capital through additional equity offerings, debt financing, creation of joint ventures with existing ownership interests in Properties, retention of cash flows or a combination of these methods. Our ability to retain cash flows is subject to Internal Revenue Code provisions requiring REITs to distribute a certain percentage of their taxable income. We must also take into account taxes that would be imposed on undistributed taxable income. If the Board of Directors determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. The Board of Directors may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. This may include issuing stock in exchange for property. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock which may be convertible into common stock. Existing stockholders will have no preemptive right to purchase shares in any subsequent offering of our securities. Any such offering could dilute a stockholder's investment in us.

We anticipate that any additional borrowings would be made through the Operating Partnership or its subsidiaries. We might, however, incur borrowings that would be reloaned to the Operating Partnership. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any of such indebtedness may be unsecured or may be secured by any or all of our assets, the Operating Partnership or any existing or new property-owning partnership. Any such indebtedness may also have full or limited recourse to all or any portion of the assets of any of the foregoing. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly be required to do so.

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We may obtain unsecured or secured lines of credit. We also may determine to issue debt securities. Any such debt securities may be convertible into capital stock or be accompanied by warrants to purchase capital stock. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used for the following:

•
  financing acquisitions;
•
  developing or redeveloping properties;
•
  refinancing existing indebtedness;
•
  working capital or capital improvements; or
•
  meeting the income distribution requirements applicable to REITs if we have income without the receipt of cash sufficient to enable us to meet such distribution requirements.

We also may determine to finance acquisitions through the following:

•
  issuance of additional units of limited partnership interest in the Operating Partnership;
•
  issuance of shares of common stock;
•
  sale or exchange of ownership interests in Properties;
•
  issuance of shares of preferred stock;
•
  issuance of preferred units of the Operating Partnership; or
•
  issuance of other securities.

The ability to offer units of limited partnership interest to transferors may result in beneficial tax treatment for the transferors. This is because the exchange of units for properties may defer the recognition of gain for tax purposes by the transferor. It may also be an advantage for us since certain investors may be limited in the number of shares of our capital stock that they may purchase.

If the Board of Directors determines to obtain additional debt financing, we intend to do so generally through mortgages on Properties, drawings against revolving lines of credit or term loan facilities, or the issuance of unsecured debt through the Operating Partnership. We may do this directly or through an entity owned or controlled by us. The mortgages may be non-recourse, recourse, or cross-collateralized. We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties.

We only invest in or form special purpose entities to obtain permanent financing for properties on attractive terms. Permanent financing for properties is typically structured as a mortgage loan on one or a group of properties in favor of an institutional third party or as a joint venture with a third party or as a securitized financing. For securitized financings, we are required to create special purpose entities to own the properties. These special purpose entities are structured so that they would not be consolidated with us in the event we would ever become subject to a bankruptcy proceeding. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated properties as part of our consolidated indebtedness.

Conflict of Interest Policies

We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. In 2003, we adopted governance principles governing our affairs and the Board of Directors, as well as written charters for each of the standing Committees of the Board of Directors. In addition, in 2003, the Board adopted a Code of Business Conduct and Ethics which apply to all of our officers, directors, and employees. At least a majority of the members of our Board of Directors must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon and DeBartolo families. Any transaction between us and the Simons or the DeBartolos, including property acquisitions, service and property management agreements and retail space leases, must be approved by a majority of non-affiliated directors.

The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simons or the DeBartolos and the other limited partners of the Operating Partnership. In order to avoid any conflict of interest between Simon Property and the limited partners of the Operating Partnership, our charter requires that at least six of our independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. Noncompetition agreements executed by

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each of the Simons contain covenants limiting the ability of the Simons to participate in certain shopping center activities in North America.

Policies With Respect To Certain Other Activities

We do not intend to make investments other than as previously described. We intend to make investments which are consistent with the REIT requirements of the Code, unless the Board of Directors determines that it is no longer in our best interests to qualify as a REIT. The Board of Directors may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or otherwise reacquire our shares or any other securities. We may engage in such activities in the future. We may in the future issue shares of our common stock to holders of units of limited partnership interest in the Operating Partnership upon exercise of such holders' rights under the Operating Partnership agreement. We have not made loans to other entities or persons, including our officers and directors. It is now our policy to not make any loans to our directors and executive officers for any purpose and all loans previously made to current executive officers have been repaid in full. We may in the future make loans to the Management Company and to joint ventures in which we participate. We do not intend to engage in the following:

•
  trading, underwriting or agency distribution or sale of securities of other issuers; or
•
  the active trade of loans and investments.

Operating Strategies

We plan to achieve our primary business objectives through a variety of methods discussed below, although we cannot assure you that we will achieve such objectives.

Leasing. We pursue a leasing strategy that includes:

•
  marketing available space to maintain or increase occupancy levels;
•
  renewing existing leases and originating new leases at higher base rents per square foot;
•
  negotiating leases that allow us to recover from our tenants for the majority of our property operating, real estate tax, repairs and maintenance, and advertising and promotion expenditures; and
•
  executing leases that provide for percentage or overage rents and/or regular or periodic fixed contractual increases in base rents.

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

•
  an active merchandising program to maintain our shopping centers as inviting shopping destinations;
•
  efforts to minimize overhead and operating costs which not only benefits our operations but also reduces the costs reimbursed to us from our tenants. A tenant's ability to pay rent is affected by the percentage of its sales represented by occupancy costs, which consist of rent and expense recoveries. As sales levels increase, if expenses subject to recovery are controlled, the tenant can afford to pay higher base rent.
•
  coordinated marketing and promotional activities that establish and maintain customer loyalty; and
•
  systematic planning and monitoring of results.

We believe that if we are successful in our efforts to increase sales while controlling operating expenses we will be able to continue to increase base rents at the Properties.

We manage substantially all our Properties held as joint venture Properties and as a result we derive revenues from management fees and other fee revenues.

Other Revenues. Due to our size, tenant and vendor relationships, we also generate revenues from other sources, including:

•
  Simon Brand Venture ("Simon Brand") which obtains revenues from establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances. Simon Brand revenues include payment services, national media contracts, a national beverage contract and other contracts with national companies.

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•
  Simon Brand also pursues mall marketing initiatives, including the sale of gift cards. We tested a Simon Visa Gift Card in some of our regional malls in the fall of 2001 and completed the roll-out of our Simon Gift Card program to substantially all our regional malls during 2002 and 2003. The gift card program has replaced our existing paper certificates.
•
  Simon Business Network ("Simon Business") obtains revenues from offering products and property operating services, resulting from its relationships with vendors, to our tenants and others. These services include such items as energy services, facility services, waste handling, vertical transportation, as well as major capital expenditures such as roofing, parking lots and energy systems. The tenant services provided through Simon Business include a national waste management services program, a national total facility service program which includes operational and maintenance services, a national automatic teller machine program, a national security services program, and parking service programs.

We also generate other revenues through the sale of land adjacent to our Properties commonly referred to as "outlots" or "outparcels." We create value in these outparcels through the operating performance of our Properties and replenish the inventory of these parcels by the development of new Properties and the redevelopment of existing or acquired Properties.

International Expansion. Our investments in Europe are currently conducted through two joint ventures, GCI and European Retail Enterprises, B.V. ("ERE"). We do not derive any significant consolidated revenues from European activities since our investments are held through joint ventures and therefore are accounted for under the equity method as defined by accounting policies generally accepted in the United States.

We believe that the expertise we have gained through the development, leasing, management, and marketing of our domestic Properties can be utilized in retail properties abroad. We may pursue additional international opportunities to enhance shareholder value under the right circumstances. There are risks inherent in international operations that may be beyond our control. These include the following risks that may have a negative impact on our results of operations:

•
  changes in foreign currency exchange rates;
•
  declines in economic conditions abroad;
•
  changes in foreign political environments; and
•
  changes in foreign laws.

Competition

We consider our principal competitors to be seven other major United States or internationally publicly-held, companies that own or operate regional malls in the United States. We also compete with many commercial developers, real estate companies and other owners of retail real estate that operate in our trade areas. Some of our Properties are of the same type and are within the same market area as other competitive properties. The existence of competitive properties could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the acquisition of prime sites (including land for development and operating properties) and for tenants to occupy the space that we and our competitors develop and manage. In addition, our malls compete against non-physical based forms of retailing such as catalog companies and e-commerce websites that offer similar retail products.

We believe that our Portfolio is the largest, as measured by gross leasable area ("GLA"), of any publicly-traded retail REIT. In addition, we own more regional malls than any other publicly-traded REIT. We believe that we have a competitive advantage in the retail real estate business as a result of:

•
  the size, quality and diversity of our Properties
•
  our management and operational expertise
•
  our extensive experience and relationships with retailers and lenders
•
  our mall marketing initiatives and consumer focused strategic corporate alliances including those developed by Simon Brand and Simon Business, and
•
  our ability to use our size to reduce the total occupancy cost of our tenants.

Our size has allowed us to reduce dependence upon individual retail tenants. More than 3,800 different retailers occupy more than 20,800 stores in our Properties and no retail tenant represents more than 4.6% of our Properties' total minimum rents.

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Environmental Matters

General Compliance. We believe that the Portfolio is in compliance, in all material respects, with all Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances. Nearly all of the Portfolio has been subjected to Phase I or similar environmental audits (which generally involve only a review of records and visual inspection of the property without soil sampling or ground water analysis) by independent environmental consultants. Phase I environmental audits are intended to discover information regarding, and to evaluate the environmental condition of, the surveyed properties and surrounding properties. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations. We cannot assure you that:

•
  existing environmental studies with respect to the Portfolio reveal all potential environmental liabilities;
•
  any previous owner, occupant or tenant of a Property did not create any material environmental condition not known to us;
•
  the current environmental condition of the Portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or
•
  future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.

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

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

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

Certain Activities

During the past three years, we have:

•
  issued 14,383,201 shares of common stock upon the conversion of Series A and B preferred, stock;
•
  issued 19,817 shares of common stock in lieu of preferred dividends on Series A preferred stock;
•
  issued 4,013,250 shares of common stock upon the conversion of units of limited partnership interest in the Operating Partnership;
•
  issued 814,491 restricted shares of common stock, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan;
•
  issued 1,805,479 shares of common stock upon exercise of stock options under The Simon Property Group 1998 Stock Incentive Plan;
•
  Issued 3,328,540 shares of Series H preferred stock in 2003 and repurchased 3,250,528 shares in 2003 and 78,012 shares in 2004;
•
  borrowed a maximum amount of $863.0 million under our $1.25 billion unsecured revolving credit facility; the outstanding amount of borrowings as of December 31, 2003 was $327.9 million;

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•
  as a co-borrower with the Operating Partnership, borrowed a maximum of $1.4 billion under a $1.4 billion unsecured acquisition loan taken out in connection with our merger in 1998 with Corporate Property Investors, Inc.; the outstanding balance of this loan was paid off on August 6, 2001;
•
  as a co-borrower with the Operating Partnership, borrowed a maximum of $600 million under a $600 million 12-month acquisition credit facility taken out in connection with the Rodamco acquisition; the outstanding balance of this acquisition credit facility was paid off during the third quarter of 2002;
•
  not made loans to other entities or persons, including our officers and directors, other than to the Management Company and certain officers to pay income taxes due upon the vesting of restricted stock; all loans previously made to current executive officers have been repaid in full;
•
  not invested in the securities of other issuers for the purpose of exercising control, other than the Operating Partnership and certain wholly-owned subsidiaries and to acquire interests in real estate, except for 11,000 shares of Taubman Centers, Inc. common stock acquired in connection with our withdrawn tender offer for Taubman Centers, Inc.;
•
  not underwritten securities of other issuers;
•
  not engaged in the purchase and sale or turnover of investments; and
•
  provided annual reports containing financial statements certified by independent public accountants and quarterly reports containing unaudited financial statements to our security holders.

Employees

At February 9, 2004 we and our affiliates employed approximately 4,040 persons at various properties and offices throughout the United States, of which approximately 1,600 were part-time. Approximately 860 of these employees were located at our corporate headquarters.

Corporate Headquarters

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

Available information

Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the About Simon//Investor Relations section of our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

The following corporate governance documents are also available through the About Simon/Investor Relations/Corporate Governance section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominating Committee Charter, and Governance Committee Charter.

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Executive Officers of the Registrants

The following table sets forth certain information with respect to the executive officers of Simon Property as of December 31, 2003.

Name |  | Age |  | Position
--- | --- | --- | --- | ---
Melvin Simon (1) |  | 77 |  | Co-Chairman
Herbert Simon (1) |  | 69 |  | Co-Chairman
David Simon (1) |  | 42 |  | Chief Executive Officer
Richard S. Sokolov |  | 54 |  | President and Chief Operating Officer
Hans C. Mautner |  | 66 |  | Chairman, Simon Global Limited and President, International Division
Gary L. Lewis |  | 45 |  | Executive Vice President — Leasing
Stephen E. Sterrett |  | 48 |  | Executive Vice President and Chief Financial Officer
J. Scott Mumphrey |  | 52 |  | Executive Vice President — Property Management
John Rulli |  | 47 |  | Executive Vice President — Chief Operating Officer — Operating Properties
James M. Barkley |  | 52 |  | General Counsel; Secretary
Andrew A. Juster |  | 51 |  | Senior Vice President and Treasurer

(1)
  Melvin Simon is the brother of Herbert Simon and the father of David Simon.

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

Mr. Lewis is the Executive Vice President — Leasing of Simon Property. Mr. Lewis joined MSA in 1986 and held various positions with MSA and Simon Property prior to becoming Executive Vice President in charge of Leasing of Simon Property in 2002.

Mr. Sterrett serves as Simon Property's Executive Vice President and Chief Financial Officer. He joined MSA in 1989 and held various positions with MSA until 1993 when he became Simon Property's Senior Vice President and Treasurer. He became Simon Property's Chief Financial Officer in 2001.

Mr. Mumphrey serves as Simon Property's Executive Vice President — Property Management. He joined MSA in 1974 and also held various positions with MSA before becoming Senior Vice President of property management in 1993. In 2000, he became the President of Simon Business Network. Mr. Mumphrey became Executive Vice President — Property Management in 2002.

Mr. Rulli serves as Simon Property's Executive Vice President — Chief Operating Officer — Operating Properties and served as Executive Vice President and Chief Administrative Officer for the majority of 2003. He joined MSA in 1988 and held various positions with MSA before becoming Simon Property's Executive Vice President in 1993 and Chief Administrative Officer in 2000. In December 2003, he was appointed to Executive Vice President — Chief Operating Officer — Operating Properties.

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

Mr. Juster serves as Simon Property's Senior Vice President and Treasurer. He joined MSA in 1989 and held various financial positions with MSA until 1993 and thereafter has held various positions with Simon Property. Mr. Juster became Treasurer in 2001.

11

Item 2. Properties

North American Properties

Our Properties primarily consist of regional malls and community shopping centers. Our Properties contain an aggregate of approximately 190.3 million square feet of GLA, of which we own 108.4 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in 2003 were approximately $40 billion.

Regional malls generally contain two or more anchors and a wide variety of smaller stores ("Mall" stores) located in enclosed malls connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 175 regional malls range in size from approximately 200,000 to 2.9 million square feet of GLA, with all but four regional malls over 400,000 square feet. Our regional malls contain in the aggregate more than 18,500 occupied stores, including over 700 anchors, which are mostly national retailers.

Community shopping centers are generally unenclosed and smaller than regional malls. Our 67 community shopping centers generally range in size from approximately 50,000 to 950,000 square feet of GLA. Community shopping centers generally are of three types. First, we own "power centers" that are designed to serve a larger trade area and contain at least two anchors, and usually as many as 5 to 7, that are usually national retailers among the leaders in their markets and occupy more than 70% of the GLA in the center. Second, we own traditional community centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we also own open air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall.

We also own lifestyle centers that are included in regional malls, community centers, and properties under development. These centers are typically open air centers and contain at least 50,000 square feet of GLA of specialty retail regional mall type tenants as well as restaurants.

We also have interests in four office and mixed-use Properties. The four office and mixed-use Properties range in size from approximately 496,000 to 1,214,000 square feet of GLA. Two of these Properties are regional malls with connected office buildings, and two are located in mixed-use developments and contain primarily office space.

The following table provides data as of December 31, 2003:

|  | Regional Malls |  | Community Centers |  | Office and Other |
--- | --- | --- | --- | --- | --- | --- | ---
% of total annualized base rent |  | 91.3 | % | 5.6 | % | 3.1 | %
% of total GLA |  | 89.0 | % | 9.4 | % | 1.6 | %
% of Owned GLA |  | 85.5 | % | 11.7 | % | 2.8 | %

As of December 31, 2003, approximately 92.4% of the Mall and Freestanding Owned GLA in regional malls and the retail space in the mixed-use Properties was leased, and approximately 90.2% of Owned GLA in the community shopping centers was leased.

We own 100% of 156 of our 246 Properties, control 14 Properties in which we have a joint venture interest, and hold the remaining 76 Properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 235 of our Properties. Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint ventures may initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership interest.

12

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | UNITED STATES REGIONAL MALLS |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Alton Square |  | IL |  | Alton (St. Louis) |  | Fee |  | 100.0 | % | Acquired 1993 |  | 79.2 | % | 426,315 |  | 212,746 |  | 639,061 |  | Sears, JCPenney, Famous Barr
2. |  | Anderson Mall |  | SC |  | Anderson |  | Fee |  | 100.0 | % | Built 1972 |  | 94.7 | % | 404,394 |  | 212,337 |  | 616,731 |  | Belk, Belk Mens & Home Store, JCPenney, Sears, Goody's
3. |  | Apple Blossom Mall |  | VA |  | Winchester |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 90.8 | % | 229,011 |  | 214,414 |  | 443,425 |  | Belk, JCPenney, Sears
4. |  | Arsenal Mall |  | MA |  | Watertown (Boston) |  | Fee |  | 100.0 | % | Acquired 1999 |  | 77.3 | % | 191,395 |  | 310,476 |  | 501,871 | (20) | Marshalls, Home Depot, Linens-N-Things, Filene's Basement, Old Navy
5. |  | Atrium Mall |  | MA |  | Chestnut Hill (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.7 | % |  |  | 205,477 |  | 205,477 |  | Border Books & Music, Cheesecake Factory, Tiffany
6. |  | Auburn Mall |  | MA |  | Auburn (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 95.8 | % | 417,620 |  | 174,632 |  | 592,252 |  | Filene's, Filene's Home Store, Sears
7. |  | Aurora Mall |  | CO |  | Aurora (Denver) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 76.2 | % | 566,015 |  | 448,381 |  | 1,014,396 |  | JCPenney, Foley's, Foley's Mens & Home, Sears
8. |  | Aventura Mall (5) |  | FL |  | Miami Beach |  | Fee |  | 33.3 | % (4) | Built 1983 |  | 96.8 | % | 1,242,098 |  | 661,951 |  | 1,904,049 |  | Macy's, Sears, Bloomingdales, JCPenney, Lord & Taylor (17), Burdines-Macy's
9. |  | Avenues, The |  | FL |  | Jacksonville |  | Fee |  | 25.0 | % (14) (4) | Built 1990 |  | 95.7 | % | 754,956 |  | 362,343 |  | 1,117,299 |  | Belk, Dillard's, JCPenney, Parisian, Sears
10. |  | Bangor Mall |  | ME |  | Bangor |  | Fee |  | 32.6 | % (4) | Acquired 2003 |  | 86.4 | % | 417,757 |  | 236,125 |  | 653,882 |  | Filene's, JCPenney, Porteous, Sears
11. |  | Barton Creek Square |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1981 |  | 97.5 | % | 922,266 |  | 507,248 |  | 1,429,514 |  | Dillard's Womens & Home, Dillard's Mens & Children, Foley's, Sears, Nordstrom, JCPenney
12. |  | Battlefield Mall |  | MO |  | Springfield |  | Fee and Ground Lease (2056) |  | 100.0 | % | Built 1970 |  | 96.9 | % | 770,111 |  | 405,857 |  | 1,175,968 |  | Dillard's Women, Dillard's Mens, Children & Home, Famous Barr, Sears, JCPenney
13. |  | Bay Park Square |  | WI |  | Green Bay |  | Fee |  | 100.0 | % | Built 1980 |  | 99.5 | % | 447,508 |  | 268,282 |  | 715,790 |  | Younkers, Elder-Beerman, Kohl's, Shopko
14. |  | Biltmore Square |  | NC |  | Asheville |  | Fee |  | 100.0 | % | Built 1989 |  | 83.0 | % | 242,576 |  | 251,372 |  | 493,948 |  | Belk, Dillard's, Proffitt's, Goody's
15. |  | Bowie Town Center |  | MD |  | Bowie (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 2001 |  | 100.0 | % | 338,567 |  | 325,684 |  | 664,251 |  | Hecht's, Sears, Safeway, Barnes & Noble, Bed, Bath & Beyond, Old Navy
16. |  | Boynton Beach Mall |  | FL |  | Boynton Beach |  | Fee |  | 100.0 | % | Built 1985 |  | 97.6 | % | 883,720 |  | 300,005 |  | 1,183,725 |  | Macy's, Burdines-Macy's, Sears, Dillard's Mens & Home, Dillard's Women, JCPenney
17. |  | Brea Mall |  | CA |  | Brea |  | Fee |  | 100.0 | % | Acquired 1998 |  | 98.4 | % | 874,802 |  | 441,126 |  | 1,315,928 |  | Macy's, JCPenney, Robinsons-May, Nordstrom, Sears

13

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
18. |  | Broadway Square |  | TX |  | Tyler |  | Fee |  | 100.0 | % | Acquired 1994 |  | 97.0 | % | 427,730 |  | 191,011 |  | 618,741 |  | Dillard's, JCPenney, Sears
19. |  | Brunswick Square |  | NJ |  | East Brunswick (New York) |  | Fee |  | 100.0 | % | Built 1973 |  | 93.9 | % | 467,626 |  | 305,355 |  | 772,981 |  | Macy's, JCPenney, Barnes & Noble
20. |  | Burlington Mall |  | MA |  | Burlington (Boston) |  | Ground Lease (2048) |  | 100.0 | % | Acquired 1998 |  | 99.8 | % | 836,236 |  | 417,847 |  | 1,254,083 |  | Macy's, Lord & Taylor, Filene's, Sears
21. |  | Cape Cod Mall |  | MA |  | Hyannis |  | Ground Leases (7) (2009-2073) |  | 49.1 | % (4) | Acquired 1999 |  | 100.0 | % | 420,199 |  | 303,574 |  | 723,773 |  | Macy's, Filene's, Marshalls, Sears, Best Buy, Barnes & Noble
22. |  | Castleton Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1972 |  | 97.2 | % | 1,105,913 |  | 366,272 |  | 1,472,185 |  | Galyan's, L.S. Ayres, Lazarus-Macy's, JCPenney, Sears, Von Maur
23. |  | Century III Mall |  | PA |  | West Mifflin (Pittsburgh) |  | Fee |  | 100.0 | % | Built 1979 |  | 88.2 | % | 773,439 |  | 507,556 |  | 1,280,995 |  | JCPenney, Sears, Kaufmann's, Kaufmann's Home Store, Wickes Furniture, Steve & Barry's
24. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville |  | Ground Lease (2076) |  | 100.0 | % | Acquired 1997 |  | 98.5 | % | 381,153 |  | 191,288 |  | 572,441 |  | Belk Womens & Children, Belk Mens & Home, JCPenney, Sears
25. |  | Chautauqua Mall |  | NY |  | Lakewood |  | Fee |  | 100.0 | % | Built 1971 |  | 95.0 | % | 213,320 |  | 219,014 |  | 432,334 |  | Sears, JCPenney, Office Max, The Bon Ton
26. |  | Cheltenham Square |  | PA |  | Philadelphia |  | Fee |  | 100.0 | % | Built 1981 |  | 97.0 | % | 368,266 |  | 270,987 |  | 639,253 |  | Burlington Coat Factory, Home Depot, Value City, Seaman's Furniture, Shop Rite
27. |  | Chesapeake Square |  | VA |  | Chesapeake |  | Fee and Ground Lease (2062) |  | 75.0 | % (13) | Built 1989 |  | 96.9 | % | 537,279 |  | 272,040 |  | 809,319 |  | Dillard's Women, Dillard's Mens, Children & Home, JCPenney, Sears, Hecht's, Target
28. |  | Cielo Vista Mall |  | TX |  | El Paso |  | Fee and Ground Lease (7) (2005) |  | 100.0 | % | Built 1974 |  | 97.7 | % | 793,716 |  | 399,062 |  | 1,192,778 |  | Dillard's Womens & Furniture, Dillard's Mens, Children & Home, JCPenney, Foley's, Sears
29. |  | Circle Centre |  | IN |  | Indianapolis |  | Property Lease (2097) |  | 14.7 | % (4) | Built 1995 |  | 96.7 | % | 350,000 |  | 441,116 |  | 791,116 |  | Nordstrom, Parisian, Gameworks
30. |  | College Mall |  | IN |  | Bloomington |  | Fee and Ground Lease (7) (2048) |  | 100.0 | % | Built 1965 |  | 83.5 | % | 439,766 |  | 266,006 |  | 705,772 |  | Sears, L.S. Ayres, Target, (8)
31. |  | Columbia Center |  | WA |  | Kennewick |  | Fee |  | 100.0 | % | Built 1987 |  | 97.8 | % | 408,052 |  | 333,553 |  | 741,605 |  | Sears, JCPenney, Barnes & Noble, Bon-Macy's, Bon-Macy's Mens & Children
32. |  | Coral Square |  | FL |  | Coral Springs (Miami-Ft. Lauderdale) |  | Fee |  | 97.2 | % | Built 1984 |  | 97.4 | % | 648,144 |  | 296,619 |  | 944,763 |  | Dillard's, JCPenney, Sears, Burdines-Macy'sMens, Children & Home, Burdines-Macy's Women
33. |  | Cordova Mall |  | FL |  | Pensecola |  | Fee |  | 100.0 | % | Acquired 1998 |  | 89.8 | % | 488,263 |  | 345,563 |  | 833,826 |  | Parisian, Dillard's Men, Dillard's Women, Best Buy, Bed, Bath & Beyond, Cost Plus World Market (6)

14

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
34. |  | Cottonwood Mall |  | NM |  | Albuquerque |  | Fee |  | 100.0 | % | Built 1996 |  | 84.8 | % | 631,556 |  | 409,743 |  | 1,041,299 |  | Dillard's, Foley's, JCPenney, Mervyn's, Sears
35. |  | Crossroads Mall |  | NE |  | Omaha |  | Fee |  | 100.0 | % | Acquired 1994 |  | 94.6 | % | 609,669 |  | 248,914 |  | 858,583 |  | Dillard's, Sears, Younkers, Barnes & Noble
36. |  | Crystal Mall |  | CT |  | Waterford |  | Fee |  | 74.6 | % (4) | Acquired 1998 |  | 97.8 | % | 442,311 |  | 351,425 |  | 793,736 |  | Macy's, Filene's, JC Penney, Sears
37. |  | Crystal River Mall |  | FL |  | Crystal River |  | Fee |  | 100.0 | % | Built 1990 |  | 96.7 | % | 302,495 |  | 121,798 |  | 424,293 |  | JCPenney, Sears, Belk, Kmart
38. |  | Dadeland Mall |  | FL |  | North Miami Beach |  | Fee |  | 50.0 | % (4) | Acquired 1997 |  | 97.9 | % | 1,062,072 |  | 334,404 |  | 1,396,476 |  | Saks Fifth Avenue, JCPenney, Burdines-Macy's, Burdines-Macy's Home Gallery, The Limited, Nordstrom (6)
39. |  | DeSoto Square |  | FL |  | Bradenton |  | Fee |  | 100.0 | % | Built 1973 |  | 92.1 | % | 435,467 |  | 255,776 |  | 691,243 |  | JCPenney, Sears, Dillard's, Burdines-Macy's
40. |  | Eastland Mall |  | IN |  | Evansville |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 90.5 | % | 532,955 |  | 365,646 |  | 898,601 |  | JCPenney, Famous Barr, Lazarus-Macy's, (8)
41. |  | Eastland Mall |  | OK |  | Tulsa |  | Fee |  | 100.0 | % | Built 1986 |  | 69.3 | % | 305,732 |  | 177,166 |  | 482,898 |  | Dillard's, Mervyn's, Mickey's, (8)
42. |  | Edison Mall |  | FL |  | Fort Meyers |  | Fee |  | 100.0 | % | Acquired 1997 |  | 98.1 | % | 742,667 |  | 299,405 |  | 1,042,072 |  | Dillard's, JCPenney, Sears, Burdines-Macy's Mens, Children & Home, Burdines-Macy's Women
43. |  | Emerald Square |  | MA |  | North Attleboro |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 98.5 | % | 647,372 |  | 375,149 |  | 1,022,521 |  | Filene's, JCPenney, Lord & Taylor, Sears
44. |  | Empire Mall (5) |  | SD |  | Sioux Falls |  | Fee and Ground Lease (7) (2013) |  | 50.0 | % (4) | Acquired 1998 |  | 92.4 | % | 497,341 |  | 549,942 |  | 1,047,283 |  | JCPenney, Younkers, Sears, Richman Gordman, Marshall Field's
45. |  | Fashion Mall at Keystone at the Crossing, The |  | IN |  | Indianapolis |  | Ground Lease (2067) |  | 100.0 | % | Acquired 1997 |  | 91.4 | % | 249,721 |  | 408,678 |  | 658,399 | (20) | Parisian, Saks Fifth Avenue
46. |  | Fashion Valley Mall |  | CA |  | San Diego |  | Fee |  | 50.0 | % (4) | Acquired 2001 |  | 99.4 | % | 1,053,305 |  | 653,913 |  | 1,707,218 |  | JCPenney, Macy's, Neiman-Marcus, Nordstrom, Robinson-May, Saks Fifth Avenue
47. |  | Florida Mall, The |  | FL |  | Orlando |  | Fee |  | 50.0 | % (4) | Built 1986 |  | 97.4 | % | 1,232,416 |  | 615,247 |  | 1,847,663 |  | Dillard's, JCPenney, Lord & Taylor (17), Saks Fifth Avenue, Sears, Burdines-Macy's, Nordstrom
48. |  | Forest Mall |  | WI |  | Fond Du Lac |  | Fee |  | 100.0 | % | Built 1973 |  | 93.6 | % | 327,260 |  | 173,994 |  | 501,254 |  | JCPenney, Kohl's, Younkers, Sears, Staples
49. |  | Forum Shops at Caesars, The |  | NV |  | Las Vegas |  | Ground Lease (2050) |  | 100.0 | % | Built 1992 |  | 97.3 | % |  |  | 483,838 |  | 483,838 |  |
50. |  | Granite Run Mall |  | PA |  | Media (Philadelphia) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 94.9 | % | 500,809 |  | 546,358 |  | 1,047,167 |  | JCPenney, Sears, Boscovs
51. |  | Great Lakes Mall |  | OH |  | Mentor (Cleveland) |  | Fee |  | 100.0 | % | Built 1961 |  | 92.5 | % | 879,300 |  | 422,040 |  | 1,301,340 |  | Dillard's Men, Dillard's Women, Kaufmann's, JCPenney, Sears
52. |  | Greendale Mall |  | MA |  | Worcester (Boston) |  | Fee and Ground Lease (7) (2009) |  | 49.1 | % (4) | Acquired 1999 |  | 98.8 | % | 132,634 |  | 298,662 |  | 431,296 | (20) | Best Buy, Marshalls, T.J. Maxx & More, Family Fitness, DSW Shoe Warehouse
53. |  | Greenwood Park Mall |  | IN |  | Greenwood |  | Fee |  | 100.0 | % | Acquired 1979 |  | 98.2 | % | 898,928 |  | 412,711 |  | 1,311,639 |  | JCPenney, JCPenney Home Store, Lazarus-Macy's, L.S. Ayres, Sears, Von Maur, Dick's Sporting Goods (6)

15

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
54. |  | Gulf View Square |  | FL |  | Port Richey (Tampa-St. Pete) |  | Fee |  | 100.0 | % | Built 1980 |  | 97.1 | % | 461,852 |  | 234,012 |  | 695,864 |  | Sears, Dillard's, JCPenney, Burdines-Macy's, Linens N Things (6), Best Buy (6)
55. |  | Gwinnett Place |  | GA |  | Duluth (Atlanta) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 90.7 | % | 843,609 |  | 433,571 |  | 1,277,180 |  | Parisian, Rich's-Macy's, JCPenney, Sears, (8)
56. |  | Haywood Mall |  | SC |  | Greenville |  | Fee and Ground Lease (7) (2017) |  | 100.0 | % | Acquired 1998 |  | 96.9 | % | 913,633 |  | 329,971 |  | 1,243,604 |  | Rich's-Macy's, Sears, Dillard's, JCPenney, Belk
57. |  | Heritage Park Mall |  | OK |  | Midwest City |  | Fee |  | 100.0 | % | Built 1978 |  | 59.4 | % | 382,700 |  | 223,639 |  | 606,339 |  | Dillard's, Sears, (8)
58. |  | Highland Mall (5) |  | TX |  | Austin |  | Fee and Ground Lease (2070) |  | 50.0 | % (4) | Acquired 1998 |  | 94.9 | % | 732,000 |  | 358,685 |  | 1,090,685 |  | Dillard's Women & Home, Dillard's Mens & Children, Foley's, JCPenney
59. |  | Hutchinson Mall |  | KS |  | Hutchinson |  | Fee |  | 100.0 | % | Built 1985 |  | 90.1 | % | 277,665 |  | 247,703 |  | 525,368 |  | Dillard's, JCPenney, Sears, Hobby Lobby
60. |  | Independence Center |  | MO |  | Independence (Kansas City) |  | Fee |  | 100.0 | % | Acquired 1994 |  | 96.5 | % | 499,284 |  | 522,772 |  | 1,022,056 |  | Dillard's, Sears, The Jones Store Co.
61. |  | Indian River Mall |  | FL |  | Vero Beach |  | Fee |  | 50.0 | % (4) | Built 1996 |  | 88.3 | % | 445,552 |  | 302,456 |  | 748,008 |  | Sears, JCPenney, Dillard's, Burdines-Macy's
62. |  | Ingram Park Mall |  | TX |  | San Antonio |  | Fee |  | 100.0 | % | Built 1979 |  | 95.5 | % | 751,704 |  | 377,536 |  | 1,129,240 |  | Dillard's, Dillard's Home Center, Foley's, JCPenney, Sears, Beall's
63. |  | Irving Mall |  | TX |  | Irving (Dallas-Ft. Worth) |  | Fee |  | 100.0 | % | Built 1971 |  | 95.9 | % | 726,574 |  | 376,567 |  | 1,103,141 |  | Foley's, Dillard's, Mervyn's, Sears, Barnes & Noble, FYE, Circuit City (6)
64. |  | Jefferson Valley Mall |  | NY |  | Yorktown Heights (New York) |  | Fee |  | 100.0 | % | Built 1983 |  | 97.1 | % | 310,095 |  | 277,055 |  | 587,150 |  | Macy's, Sears, H&M
65. |  | King of Prussia Mall |  | PA |  | King of Prussia |  | Fee |  | 12.9 | % (4) | Acquired 2003 |  | 98.0 | % | 1,775,871 |  | 1,074,756 |  | 2,850,627 | (20) | JCPenney, Lord & Taylor, Neiman Marcus, Nordstrom, Sears, Strawbridge's, Bloomingdale's, Macy's
66. |  | Knoxville Center |  | TN |  | Knoxville |  | Fee |  | 100.0 | % | Built 1984 |  | 91.9 | % | 597,028 |  | 381,539 |  | 978,567 |  | Dillard's, JCPenney, Proffitt's, Sears, The Rush
67. |  | La Plaza Mall |  | TX |  | McAllen |  | Fee and Ground Lease (7) (2040) |  | 100.0 | % | Built 1976 |  | 99.6 | % | 778,768 |  | 426,751 |  | 1,205,519 |  | Dillard's, JCPenney, Foley's, Foley's Home Store, Sears, Beall's, Joe Brand-Lady Brand
68. |  | Lafayette Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1968 |  | 97.5 | % | 937,223 |  | 272,091 |  | 1,209,314 |  | JCPenney, L.S. Ayres, Sears, Burlington Coat Factory, Steve & Barry's, Kittles Rooms Express, (8)
69. |  | Laguna Hills Mall |  | CA |  | Laguna Hills (Orange County) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 95.8 | % | 536,500 |  | 331,133 |  | 867,633 |  | Macy's, JCPenney, Sears
70. |  | Lake Square Mall |  | FL |  | Leesburg |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 91.8 | % | 296,037 |  | 264,930 |  | 560,967 |  | JCPenney, Sears, Belk, Target
71. |  | Lakeline Mall |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1995 |  | 94.3 | % | 745,179 |  | 355,192 |  | 1,100,371 |  | Dillard's, Foley's, Sears, JCPenney, Mervyn's
72. |  | Las Vegas Premium Outlets (5) |  | NV |  | Las Vegas |  | Fee |  | 50.0 | % (4) | Built 2003 |  | 96.3 | % |  |  | 432,478 |  | 432,478 |  |

16

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
73. |  | Lehigh Valley Mall |  | PA |  | Whitehall |  | (15) |  | (15) |  | Acquired 2003 |  | 91.2 | % | 564,353 |  | 502,908 |  | 1,067,261 | (20) | JCPenney, Macy's, Strawbridge's
74. |  | Lenox Square |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 89.6 | % | 821,356 |  | 662,867 |  | 1,484,223 |  | Neiman Marcus, Rich's-Macy's, Bloomingdale's
75. |  | Liberty Tree Mall |  | MA |  | Danvers (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.6 | % | 498,000 |  | 359,018 |  | 857,018 |  | Marshalls, Sports Authority, Target, Old Navy, Stop and Shop, Best Buy, Staples, Bed, Bath & Beyond, Kohl's
76. |  | Lima Mall |  | OH |  | Lima |  | Fee |  | 100.0 | % | Built 1965 |  | 98.3 | % | 541,861 |  | 203,238 |  | 745,099 |  | Elder-Beerman, Sears, Lazarus-Macy's, JCPenney
77. |  | Lincolnwood Town Center |  | IL |  | Lincolnwood (Chicago) |  | Fee |  | 100.0 | % | Built 1990 |  | 98.1 | % | 220,830 |  | 201,045 |  | 421,875 |  | Kohl's, Carson Pirie Scott
78. |  | Lindale Mall (5) |  | IA |  | Cedar Rapids |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 89.5 | % | 305,563 |  | 385,392 |  | 690,955 |  | Von Maur, Sears, Younkers
79. |  | Livingston Mall |  | NJ |  | Livingston (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 99.6 | % | 616,128 |  | 369,449 |  | 985,577 |  | Macy's, Sears, Lord & Taylor
80. |  | Longview Mall |  | TX |  | Longview |  | Fee |  | 100.0 | % | Built 1978 |  | 90.3 | % | 402,843 |  | 210,112 |  | 612,955 |  | Dillard's, Dillard's Men, JCPenney, Sears, Beall's, (8)
81. |  | Mall at Chestnut Hill |  | MA |  | Newton (Boston) |  | Lease (2039) (9) |  | 47.2 | % (4) | Acquired 2002 |  | 96.5 | % | 297,253 |  | 180,932 |  | 478,185 |  | Bloomingdale's, Filene's
82. |  | Mall at Rockingham Park |  | NH |  | Salem (Boston) |  | Fee |  | 24.6 | % (4) | Acquired 1999 |  | 100.0 | % | 638,111 |  | 382,110 |  | 1,020,221 |  | Macy's, Filene's, JCPenney, Sears
83. |  | Mall of America |  | MN |  | Bloomington (Minneapolis-St. Paul) |  | Fee |  | 27.5 | % (4) (12) | Acquired 1999 |  | 92.7 | % | 1,220,305 |  | 1,558,937 |  | 2,779,242 |  | Macy's, Bloomingdales, Nordstrom, Sears, Knott's Camp Snoopy, Barnes & Noble, Old Navy, DSW Shoe Warehouse, Marshalls, Sportmart, Nordstrom Rack
84. |  | Mall of Georgia |  | GA |  | Mill Creek (Atlanta) |  | Fee |  | 50.0 | % (13) (4) | Built 1999 |  | 94.2 | % | 989,590 |  | 795,581 |  | 1,785,171 |  | Lord & Taylor (17), Rich's-Macy's, Dillard's, Galyan's, Haverty's, JCPenney, Nordstrom, Bed, Bath & Beyond
85. |  | Mall of New Hampshire |  | NH |  | Manchester (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.8 | % | 444,889 |  | 361,605 |  | 806,494 |  | Filene's, JCPenney, Sears, Best Buy
86. |  | Maplewood Mall |  | MN |  | Minneapolis |  | Fee |  | 100.0 | % | Acquired 2002 |  | 88.5 | % | 578,060 |  | 330,337 |  | 908,397 |  | Sears, Marshall Field's, Kohl's, Mervyn's
87. |  | Markland Mall |  | IN |  | Kokomo |  | Ground Lease (2041) |  | 100.0 | % | Built 1968 |  | 98.7 | % | 273,094 |  | 140,070 |  | 413,164 |  | Lazarus-Macy's, Sears, Target
88. |  | McCain Mall |  | AR |  | N. Little Rock |  | Fee and Ground Lease (10) (2032) |  | 100.0 | % | Built 1973 |  | 99.7 | % | 554,156 |  | 222,306 |  | 776,462 |  | Sears, Dillard's, JCPenney, M.M. Cohn
89. |  | Melbourne Square |  | FL |  | Melbourne |  | Fee |  | 100.0 | % | Built 1982 |  | 92.0 | % | 471,173 |  | 258,236 |  | 729,409 |  | Belk, Dillard's Mens, Children & Home, Dillard's Women, JCPenney, Burdines-Macy's, Office Max
90. |  | Menlo Park Mall |  | NJ |  | Edison (New York) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 92.1 | % | 527,591 |  | 756,111 |  | 1,283,702 | (20) | Macy's Women, Macy's Men, Macy's Children & Home, Nordstrom, Barnes & Noble
91. |  | Mesa Mall (5) |  | CO |  | Grand Junction |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 92.4 | % | 425,817 |  | 435,741 |  | 861,558 |  | Sears, Herberger's, JCPenney, Target, Mervyn's, Gant Sports

17

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
92. |  | Metrocenter |  | AZ |  | Phoenix |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 94.0 | % | 876,027 |  | 515,828 |  | 1,391,855 |  | Macy's, Dillard's, Robinsons-May, JCPenney, Sears, ZeroG Sports & Entertainment
93. |  | Miami International Mall |  | FL |  | South Miami |  | Fee |  | 47.8 | % (4) | Built 1982 |  | 95.8 | % | 783,308 |  | 290,791 |  | 1,074,099 |  | Sears, Dillard's, JCPenney, Burdines-Macy's Mens & Home, Burdines-Macy's Women & Children
94. |  | Midland Park Mall |  | TX |  | Midland |  | Fee |  | 100.0 | % | Built 1980 |  | 94.3 | % | 339,113 |  | 278,980 |  | 618,093 |  | Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Beall's, Ross Dress for Less
95. |  | Miller Hill Mall |  | MN |  | Duluth |  | Ground Lease (2008) |  | 100.0 | % | Built 1973 |  | 98.7 | % | 429,508 |  | 375,911 |  | 805,419 |  | JCPenney, Sears, Younkers, Barnes & Noble
96. |  | Montgomery Mall |  | PA |  | Montgomeryville |  | Fee |  | 23.1 | % (4) | Acquired 2003 |  | 91.9 | % | 684,855 |  | 435,540 |  | 1,120,395 |  | JCPenney, Macy's, Sears, Strawbridge's
97. |  | Muncie Mall |  | IN |  | Muncie |  | Fee |  | 100.0 | % | Built 1970 |  | 97.3 | % | 435,756 |  | 218,986 |  | 654,742 |  | JCPenney, L.S. Ayres, Sears, Elder Beerman
98. |  | Nanuet Mall |  | NY |  | Nanuet (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 90.7 | % | 583,711 |  | 331,915 |  | 915,626 |  | Macy's, Boscov, Sears
99. |  | North East Mall |  | TX |  | Hurst (Dallas-Ft. Worth) |  | Fee |  | 100.0 | % | Built 1971 |  | 97.9 | % | 1,194,589 |  | 357,283 |  | 1,551,872 |  | Saks Fifth Avenue, Nordstrom, Dillard's, JCPenney, Sears, Foley's, (8)
100. |  | Northfield Square Mall |  | IL |  | Bourbonnais (Chicago) |  | Fee |  | 31.6 | % (13) (4) | Built 1990 |  | 83.7 | % | 310,994 |  | 247,375 |  | 558,369 |  | Sears, JCPenney, Carson Pirie Scott Womens, Carson Pirie Scott Mens, Children & Home
101. |  | Northgate Mall |  | WA |  | Seattle |  | Fee |  | 100.0 | % | Built 1987 |  | 99.2 | % | 688,391 |  | 308,873 |  | 997,264 |  | Nordstrom, JCPenney, Gottschalk, Bon-Macy's, Toys "R" Us
102. |  | Northlake Mall |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 94.9 | % | 665,745 |  | 296,402 |  | 962,147 |  | Parisian, Rich's-Macy's, Sears, JCPenney
103. |  | Northpark Mall |  | IA |  | Davenport |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 92.5 | % | 651,533 |  | 426,420 |  | 1,077,953 |  | Von Maur, Younkers, Dillard's, JCPenney, Sears, Barnes & Noble
104. |  | Northshore Mall |  | MA |  | Peabody (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.7 | % | 989,277 |  | 695,441 |  | 1,684,718 |  | Macy's, Filene's, JCPenney, Lord & Taylor, Sears, Filene's Basement, Bally Total Fitness
105. |  | Northwoods Mall |  | IL |  | Peoria |  | Fee |  | 100.0 | % | Built 1983 |  | 98.7 | % | 472,969 |  | 222,415 |  | 695,384 |  | Famous Barr, JCPenney, Sears
106. |  | Oak Court Mall |  | TN |  | Memphis |  | Fee |  | 100.0 | % | Acquired 1997 |  | 86.6 | % | 535,000 |  | 318,375 |  | 853,375 | (20) | Dillard's Women, Dillard's Mens, Children & Home, Goldsmith's-Macy's
107. |  | Ocean County Mall |  | NJ |  | Toms River (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.6 | % | 620,755 |  | 276,246 |  | 897,001 |  | Macy's, Boscov's, JCPenney, Sears
108. |  | Orange Park Mall |  | FL |  | Orange Park |  | Fee |  | 100.0 | % | Acquired 1994 |  | 97.2 | % | 534,180 |  | 390,175 |  | 924,355 |  | Dillard's, JCPenney, Sears, Belk
109. |  | Orland Square |  | IL |  | Orland Park (Chicago) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 96.6 | % | 773,295 |  | 433,648 |  | 1,206,943 |  | JCPenney, Marshall Field's, Sears, Carson Pirie Scott
110. |  | Oxford Valley Mall |  | PA |  | Langhorne |  | Fee |  | 65.8 | % | Acquired 2003 |  | 94.3 | % | 762,558 |  | 509,674 |  | 1,272,232 | (20) | JCPenney, Macy's, Sears, Strawbridge's

18

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
111. |  | Paddock Mall |  | FL |  | Ocala |  | Fee |  | 100.0 | % | Built 1980 |  | 95.3 | % | 387,378 |  | 172,786 |  | 560,164 |  | JCPenney, Sears, Belk, Burdines-Macy's
112. |  | Palm Beach Mall |  | FL |  | West Palm Beach |  | Fee |  | 100.0 | % | Built 1967 |  | 96.9 | % | 749,288 |  | 335,941 |  | 1,085,229 |  | Dillard's, JCPenney, Sears, Burdines-Macy's, Borders Books & Music, DSW Shoe Warehouse, Old Navy
113. |  | Penn Square |  | OK |  | Oklahoma City |  | Ground Lease (2060) |  | 94.5 | % | Acquired 2002 |  | 97.4 | % | 588,137 |  | 425,255 |  | 1,013,392 |  | Foley's, JCPenney, Dillard's Womens, Dillard's Mens, Children & Home
114. |  | Pheasant Lane Mall |  | NH |  | Nashua (Boston) |  | (16) |  | (16 | ) (4) | Acquired 2002 |  | 98.5 | % | 675,759 |  | 313,135 |  | 988,894 |  | Macy's, Filene's, JC Penney, Sears, Target
115. |  | Phipps Plaza |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.9 | % | 472,385 |  | 348,931 |  | 821,316 |  | Lord & Taylor (17), Parisian, Saks Fifth Avenue
116. |  | Port Charlotte Town Center |  | FL |  | Port Charlotte |  | Ground Lease (2064) |  | 80.0 | % (13) | Built 1989 |  | 88.9 | % | 458,554 |  | 321,928 |  | 780,482 |  | Dillard's, JCPenney, Beall's, Sears, Burdines-Macy's, DSW Shoe Warehouse
117. |  | Prien Lake Mall |  | LA |  | Lake Charles |  | Fee and Ground Lease (7) (2025) |  | 100.0 | % | Built 1972 |  | 97.9 | % | 631,762 |  | 178,931 |  | 810,693 |  | Dillard's, JCPenney, Foley's (19), Sears
118. |  | Quaker Bridge Mall |  | NJ |  | Lawrenceville |  | Fee |  | 39.6 | % (4) | Acquired 2003 |  | 95.9 | % | 686,760 |  | 423,047 |  | 1,109,807 |  | JCPenney, Lord & Taylor, Macy's, Sears
119. |  | Raleigh Springs Mall |  | TN |  | Memphis |  | Fee and Ground Lease (7) (2018) |  | 100.0 | % | Built 1971 |  | 45.0 | % | 691,230 |  | 226,369 |  | 917,599 |  | Sears, (8)
120. |  | Richardson Square |  | TX |  | Richardson (Dallas-Ft. Worth) |  | Fee |  | 100.0 | % | Built 1977 |  | 73.4 | % | 471,436 |  | 283,900 |  | 755,336 |  | Dillard's, Sears, Target, Ross Dress for Less, Barnes & Noble, Oshman's
121. |  | Richmond Town Square |  | OH |  | Richmond Heights (Cleveland) |  | Fee |  | 100.0 | % | Built 1966 |  | 99.5 | % | 685,251 |  | 331,526 |  | 1,016,777 |  | Sears, JCPenney, Kaufmann's, Barnes & Noble
122. |  | River Oaks Center |  | IL |  | Calumet City (Chicago) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 90.0 | % | 834,588 |  | 544,223 |  | 1,378,811 | (20) | Sears, JCPenney, Carson Pirie Scott, Marshall Field's
123. |  | Rockaway Townsquare |  | NJ |  | Rockaway (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 95.3 | % | 786,626 |  | 461,697 |  | 1,248,323 |  | Macy's, Lord & Taylor, JCPenney, Sears
124. |  | Rolling Oaks Mall |  | TX |  | San Antonio |  | Fee |  | 100.0 | % | Built 1988 |  | 68.3 | % | 460,857 |  | 276,312 |  | 737,169 |  | Sears, Dillard's, Foley's, Tony Hawk's Skate Park, JC Penney (6)
125. |  | Roosevelt Field Mall |  | NY |  | Garden City (New York) |  | Fee and Ground Lease (7) (2090) |  | 100.0 | % | Acquired 1998 |  | 98.2 | % | 1,430,425 |  | 750,101 |  | 2,180,526 |  | Macy's, Bloomingdale's, JCPenney, Nordstrom, Gaylans, Bloomingdale's Furniture (6)
126. |  | Ross Park Mall |  | PA |  | Pittsburgh |  | Fee |  | 100.0 | % | Built 1986 |  | 97.5 | % | 827,015 |  | 407,583 |  | 1,234,598 |  | Lazarus-Macy's, JCPenney, Sears, Kaufmann's, Media Play, DSW Shoe Warehouse
127. |  | Rushmore Mall (5) |  | SD |  | Rapid City |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 98.1 | % | 470,660 |  | 364,948 |  | 835,608 |  | JCPenney, Sears, Herberger's, Hobby Lobby, Target, Scheel's Sports
128. |  | Santa Rosa Plaza |  | CA |  | Santa Rosa |  | Fee |  | 100.0 | % | Acquired 1998 |  | 93.6 | % | 428,258 |  | 270,487 |  | 698,745 |  | Macy's, Mervyn's, Sears
129. |  | Seminole Towne Center |  | FL |  | Sanford |  | Fee |  | 45.0 | % (14) (4) | Built 1995 |  | 93.8 | % | 768,798 |  | 384,802 |  | 1,153,600 |  | Dillard's, JCPenney, Parisian, Sears, Burdines-Macy's
130. |  | Shops at Mission Viejo Mall, The |  | CA |  | Mission Viejo (Orange County) |  | Fee |  | 100.0 | % | Built 1979 |  | 98.6 | % | 677,215 |  | 472,699 |  | 1,149,914 |  | Macy's, Saks Fifth Avenue, Robinsons-May, Nordstrom

19

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
131. |  | Shops at Sunset Place, The |  | FL |  | Miami |  | Fee |  | 37.5 | % (4) | Built 1999 |  | 88.7 | % |  |  | 500,143 |  | 500,143 |  | Niketown, Barnes & Noble, Gameworks, Virgin Megastore, Z Gallerie
132. |  | Smith Haven Mall |  | NY |  | Lake Grove (New York) |  | Fee |  | 25.0 | % (4) | Acquired 1995 |  | 96.7 | % | 902,595 |  | 455,400 |  | 1,357,995 |  | Macy's, Sears, JCPenney, H&M, Stern's
133. |  | Solomon Pond Mall |  | MA |  | Marlborough (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 100.0 | % | 538,843 |  | 373,754 |  | 912,597 |  | Filene's, Sears, JCPenney, Linens-N-Things
134. |  | Source, The |  | NY |  | Westbury (New York) |  | Fee |  | 25.5 | % (4) | Built 1997 |  | 93.5 | % | 210,798 |  | 518,354 |  | 729,152 |  | Off 5th-Saks Fifth Avenue, Fortunoff, Nordstrom Rack, Old Navy, Circuit City, Virgin Megastore, Rosewood Home Furnishings, H&M
135. |  | South Hills Village |  | PA |  | Pittsburgh |  | Fee |  | 100.0 | % | Acquired 1997 |  | 96.5 | % | 655,987 |  | 454,033 |  | 1,110,020 |  | Sears, Kaufmann's, Lazarus-Macy's
136. |  | South Shore Plaza |  | MA |  | Braintree (Boston) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 98.3 | % | 847,603 |  | 614,037 |  | 1,461,640 |  | Macy's, Filene's, Lord & Taylor, Sears, Filene's Basement
137. |  | Southern Hills Mall (5) |  | IA |  | Sioux City |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 71.0 | % | 372,937 |  | 428,619 |  | 801,556 |  | Younkers, Sears, Sheel's Sporting Goods, Barnes & Noble (6), (8)
138. |  | Southern Park Mall |  | OH |  | Boardman |  | Fee |  | 100.0 | % | Built 1970 |  | 97.5 | % | 811,858 |  | 385,922 |  | 1,197,780 |  | Dillard's, JCPenney, Sears, Kaufmann's
139. |  | Southgate Mall |  | AZ |  | Yuma |  | Fee |  | 100.0 | % | Acquired 1988 |  | 99.7 | % | 252,264 |  | 69,310 |  | 321,574 |  | Sears, Dillard's, JCPenney, Albertson's
140. |  | SouthPark |  | NC |  | Charlotte |  | Fee & Ground Lease (11) (2040) |  | 100.0 | % | Acquired 2002 |  | 87.9 | % | 857,254 |  | 332,104 |  | 1,189,358 |  | Nordstrom (6), Hecht's, Belk, Dillard's, Gaylans (6)
141. |  | Southpark Mall |  | IL |  | Moline |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 93.5 | % | 578,056 |  | 447,997 |  | 1,026,053 |  | JCPenney, Younkers, Sears, Von Maur
142. |  | SouthRidge Mall (5) |  | IA |  | Des Moines |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 71.2 | % | 497,806 |  | 504,732 |  | 1,002,538 |  | Sears, Younkers, JCPenney, Target, (8)
143. |  | Square One Mall |  | MA |  | Saugus (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 99.4 | % | 540,101 |  | 324,593 |  | 864,694 |  | Filene's, Sears, Best Buy, T.J. Maxx N More, Filene's Basement
144. |  | St. Charles Towne Center |  | MD |  | Waldorf (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 1990 |  | 96.0 | % | 631,602 |  | 354,007 |  | 985,609 |  | Sears, JCPenney, Kohl's, Hecht's, Hecht's Home Store
145. |  | Stanford Shopping Center |  | CA |  | Palo Alto (San Francisco) |  | Ground Lease (2054) |  | 100.0 | % | Acquried 2003 |  | 97.8 | % | 849,153 |  | 522,459 |  | 1,371,612 |  | Macy's, Neiman Marcus, Nortstrom, Bloomingdales
146. |  | Summit Mall |  | OH |  | Akron (Cleveland) |  | Fee |  | 100.0 | % | Built 1965 |  | 94.1 | % | 432,936 |  | 331,297 |  | 764,233 |  | Dillard's Women & Children, Dillard's Mens & Home, Kaufmann's
147. |  | Sunland Park Mall |  | TX |  | El Paso |  | Fee |  | 100.0 | % | Built 1988 |  | 89.9 | % | 575,837 |  | 342,131 |  | 917,968 |  | JCPenney, Mervyn's, Sears, Dillard's Women & Children, Dillard's Mens & Home
148. |  | Tacoma Mall |  | WA |  | Tacoma |  | Fee |  | 100.0 | % | Built 1987 |  | 98.7 | % | 924,045 |  | 370,419 |  | 1,294,464 |  | Nordstrom, Sears, JCPenney, Bon-Macy's, Mervyn's
149. |  | The Galleria |  | TX |  | Houston |  | Fee |  | 31.5 | % (4) | Acquired 2002 |  | 88.3 | % | 1,300,466 |  | 1,104,346 |  | 2,404,812 |  | Macy's, Saks Fifth Avenue, Neiman Marcus, Lord & Taylor (17), Nordstrom, Foley's, University Club
150. |  | Tippecanoe Mall |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1973 |  | 98.5 | % | 568,373 |  | 291,153 |  | 859,526 |  | L.S. Ayres, JCPenney, Sears, Kohl's, (8)

20

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
151. |  | Town Center at Boca Raton |  | FL |  | Boca Raton |  | Fee |  | 100.0 | % | Acquired 1998 |  | 99.4 | % | 1,061,076 |  | 494,247 |  | 1,555,323 |  | Lord & Taylor (17), Saks Fifth Avenue, Bloomingdale's, Sears, Burdines-Macy's, Nordstrom
152. |  | Town Center at Cobb |  | GA |  | Kennesaw (Atlanta) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 97.9 | % | 851,346 |  | 421,107 |  | 1,272,453 |  | Rich's-Macy's, Parisian, Sears, JCPenney, Rich's-Macy's Furniture
153. |  | Towne East Square |  | KS |  | Wichita |  | Fee |  | 100.0 | % | Built 1975 |  | 95.9 | % | 779,490 |  | 399,619 |  | 1,179,109 |  | Dillard's, JCPenney, Sears, Von Maur
154. |  | Towne West Square |  | KS |  | Wichita |  | Fee |  | 100.0 | % | Built 1980 |  | 89.4 | % | 619,269 |  | 336,062 |  | 955,331 |  | Dillard's Women & Home, Dillard's Mens & Children, Sears, JCPenney, Dick's Sporting Goods
155. |  | Treasure Coast Square |  | FL |  | Jensen Beach |  | Fee |  | 100.0 | % | Built 1987 |  | 91.7 | % | 511,372 |  | 358,197 |  | 869,569 |  | Dillard's, Sears, Borders, JCPenney, Burdines-Macy's
156. |  | Trolley Square |  | UT |  | Salt Lake City |  | Fee |  | 90.0 | % | Acquired 1986 |  | 81.2 | % |  |  | 221,863 |  | 221,863 |  | —
157. |  | Tyrone Square |  | FL |  | St. Petersburg (Tampa-St. Pete) |  | Fee |  | 100.0 | % | Built 1972 |  | 99.1 | % | 748,269 |  | 380,012 |  | 1,128,281 |  | Dillard's, JCPenney, Sears, Borders, Burdines-Macy's
158. |  | University Mall |  | AR |  | Little Rock |  | Ground Lease (2026) |  | 100.0 | % | Built 1967 |  | 89.8 | % | 412,761 |  | 153,192 |  | 565,953 |  | JCPenney, M.M. Cohn
159. |  | University Mall |  | FL |  | Pensacola |  | Fee |  | 100.0 | % | Acquired 1994 |  | 82.8 | % | 478,449 |  | 228,579 |  | 707,028 |  | JCPenney, Sears, McRae's
160. |  | University Park Mall |  | IN |  | Mishawaka |  | Fee |  | 60.0 | % | Built 1979 |  | 98.4 | % | 622,508 |  | 320,315 |  | 942,823 |  | L.S. Ayres, JCPenney, Sears, Marshall Field's
161. |  | Upper Valley Mall |  | OH |  | Springfield |  | Fee |  | 100.0 | % | Built 1971 |  | 93.3 | % | 479,418 |  | 271,132 |  | 750,550 |  | Lazarus-Macy's, JCPenney, Sears, Elder-Beerman
162. |  | Valle Vista Mall |  | TX |  | Harlingen |  | Fee |  | 100.0 | % | Built 1983 |  | 97.5 | % | 389,781 |  | 266,579 |  | 656,360 |  | Dillard's, Mervyn's, Sears, JCPenney, Marshalls, Beall's, Office Max
163. |  | Valley Mall |  | VA |  | Harrisonburg |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 99.2 | % | 307,798 |  | 179,631 |  | 487,429 |  | JCPenney, Belk, Wal-Mart, Peebles
164. |  | Virginia Center Commons |  | VA |  | Glen Allen |  | Fee |  | 100.0 | % | Built 1991 |  | 96.5 | % | 506,639 |  | 280,855 |  | 787,494 |  | Dillard's Women, Dillard's Mens, Children & Home, Hecht's, JCPenney, Sears
165. |  | Walt Whitman Mall |  | NY |  | Huntington Station (New York) |  | Ground Rent (2012) |  | 100.0 | % | Acquired 1998 |  | 95.7 | % | 742,214 |  | 292,533 |  | 1,034,747 |  | Macy's, Lord & Taylor, Bloomingdale's, Saks Fifth Avenue, Organized Living
166. |  | Washington Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1974 |  | 87.0 | % | 706,174 |  | 308,064 |  | 1,014,238 |  | L.S. Ayres, Target, Sears, Burlington Coat Factory (6), (8)
167. |  | West Ridge Mall |  | KS |  | Topeka |  | Fee |  | 100.0 | % | Built 1988 |  | 66.1 | % | 716,811 |  | 310,002 |  | 1,026,813 |  | Dillard's, JCPenney, The Jones Store, Sears, (8)
168. |  | West Town Mall |  | TN |  | Knoxville |  | Ground Lease (2042) |  | 50.0 | % | Acquired 1991 |  | 96.7 | % | 878,311 |  | 450,691 |  | 1,329,002 |  | Parisian, Dillard's, JCPenney, Proffitt's, Sears
169. |  | Westchester, The |  | NY |  | White Plains (New York) |  | Fee |  | 40.0 | % | Acquired 1997 |  | 99.5 | % | 349,393 |  | 475,026 |  | 824,419 |  | Neiman Marcus, Nordstrom
170. |  | Westminster Mall |  | CA |  | Westminster (Orange County) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 86.5 | % | 716,939 |  | 503,533 |  | 1,220,472 |  | Sears, JCPenney, Robinsons-May, Macy's
171. |  | White Oaks Mall |  | IL |  | Springfield |  | Fee |  | 77.5 | % | Built 1977 |  | 95.1 | % | 601,708 |  | 347,497 |  | 949,205 |  | Famous Barr, Sears, Bergner's, Dick's Sporting Goods (6)
172. |  | Wolfchase Galleria |  | TN |  | Memphis |  | Fee |  | 94.5 | % | Acquired 2002 |  | 96.9 | % | 761,648 |  | 506,453 |  | 1,268,101 |  | Goldsmith's-Macy's, JC Penney, Sears, Dillard's
173. |  | Woodland Hills Mall |  | OK |  | Tulsa |  | Fee |  | 47.2 | % (4) | Acquired 2002 |  | 96.8 | % | 709,447 |  | 382,848 |  | 1,092,295 |  | Foley's, JCPenney, Sears, Dillard's
174. |  | Woodville Mall |  | OH |  | Northwood |  | Fee |  | 100.0 | % | Built 1969 |  | 79.6 | % | 518,792 |  | 254,613 |  | 773,405 |  | Sears, Elder-Beerman, Andersons, Woodville Skate Park

21

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | COMMUNITY SHOPPING CENTERS |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Arboretum, The |  | TX |  | Austin |  | Fee |  | 100.0 | % | Acquired 1998 |  | 94.9 | % | 35,773 |  | 170,738 |  | 206,511 |  | Barnes & Noble, Cheescake Factory
2. |  | Bloomingdale Court |  | IL |  | Bloomingdale |  | Fee |  | 100.0 | % | Built 1987 |  | 94.1 | % | 436,255 |  | 168,256 |  | 604,511 |  | Best Buy, T.J. Maxx N More, Frank's Nursery, Office Max, Old Navy, Linens-N-Things, Wal-Mart, Cicuit City, Dress Barn, JoAnn Etc (6)
3. |  | Boardman Plaza |  | OH |  | Youngstown |  | Fee |  | 100.0 | % | Built 1951 |  | 72.4 | % | 375,502 |  | 265,273 |  | 640,775 |  | Burlington Coat Factory, Giant Eagle, Michael's, Linens-N-Things, T.J. Maxx, Steinmart, Sav-A-Lot, (8)
4. |  | Bridgeview Court |  | IL |  | Bridgeview |  | Fee |  | 100.0 | % | Built 1988 |  | 86.9 | % | 216,491 |  | 57,187 |  | 273,678 |  | Northwestern Business College, (8)
5. |  | Brightwood Plaza |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1965 |  | 100.0 | % | 0 |  | 38,493 |  | 38,493 |  | Preston Safeway
6. |  | Celina Plaza |  | TX |  | El Paso |  | Fee and Ground Lease (11) (2005) |  | 100.0 | % | Built 1978 |  | 26.7 | % | 23,927 |  | 8,695 |  | 32,622 |  | (8)
7. |  | Charles Towne Square |  | SC |  | Charleston |  | Fee |  | 100.0 | % | Built 1976 |  | 100.0 | % | 199,693 |  | 0 |  | 199,693 |  | Regal Cinema, (8)
8. |  | Chesapeake Center |  | VA |  | Chesapeake |  | Fee |  | 100.0 | % | Built 1989 |  | 70.4 | % | 213,670 |  | 85,934 |  | 299,604 |  | K-Mart, Petsmart, Michael's, Movies 10, (8)
9. |  | Cobblestone Court |  | NY |  | Victor |  | Fee and Ground Lease (7) (2038) |  | 35.0 | % (14) (4) | Built 1993 |  | 98.8 | % | 206,680 |  | 58,819 |  | 265,499 |  | Dick's Sporting Goods, Kmart, Office Max
10. |  | Countryside Plaza |  | IL |  | Countryside |  | Fee and Ground Lease (7) (2058) |  | 100.0 | % | Built 1977 |  | 80.4 | % | 290,216 |  | 145,392 |  | 435,608 |  | Best Buy, Old Country Buffet, Burlington Coat, Home Depot, (8)
11. |  | Crystal Court |  | IL |  | Crystal Lake |  | Fee |  | 35.0 | % (14) (4) | Built 1989 |  | 86.1 | % | 201,993 |  | 76,978 |  | 278,971 |  | Cub Foods, Wal-Mart
12. |  | Dekalb Plaza |  | PA |  | King of Prussia |  | Fee |  | 52.4 | % | Acquired 2003 |  | 46.4 | % | 81,368 |  | 20,345 |  | 101,713 |  | ACME
13. |  | Eastland Convenience Center |  | IN |  | Evansville |  | Ground Lease (2075) |  | 50.0 | % (4) | Acquired 1998 |  | 96.2 | % | 60,000 |  | 115,639 |  | 175,639 |  | Marshalls, Kids "R" Us (17), Toys "R" Us, Bed, Bath & Beyond
14. |  | Eastland Plaza |  | OK |  | Tulsa |  | Fee |  | 100.0 | % | Built 1986 |  | 84.7 | % | 152,451 |  | 33,698 |  | 186,149 |  | Marshalls, Target, Toys "R" Us
15. |  | Empire East (5) |  | SD |  | Sioux Falls |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 97.9 | % | 253,388 |  | 44,875 |  | 298,263 |  | Kohl's, Target
16. |  | Fairfax Court |  | VA |  | Fairfax |  | Fee |  | 26.3 | % (14) (4) | Built 1992 |  | 89.2 | % | 168,743 |  | 80,614 |  | 249,357 |  | Burlington Coat Factory, Circuit City Superstore, (8)
17. |  | Forest Plaza |  | IL |  | Rockford |  | Fee |  | 100.0 | % | Built 1985 |  | 98.0 | % | 325,170 |  | 100,588 |  | 425,758 |  | Kohl's, Marshalls, Media Play, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed, Bath & Beyond, Petco
18. |  | Gaitway Plaza |  | FL |  | Ocala |  | Fee |  | 23.3 | % (14) (4) | Built 1989 |  | 89.1 | % | 123,027 |  | 93,328 |  | 216,355 |  | Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed, Bath & Beyond
19. |  | Great Lakes Plaza |  | OH |  | Mentor (Cleveland) |  | Fee |  | 100.0 | % | Built 1976 |  | 100.0 | % | 142,229 |  | 21,875 |  | 164,104 |  | Circuit City, Best Buy, Michael's, Cost Plus World Market
20. |  | Great Northeast Plaza |  | PA |  | Philadelphia |  | Fee |  | 50.0 | % (4) | Acquired 1989 |  | 100.0 | % | 238,158 |  | 57,600 |  | 295,758 |  | Sears
21. |  | Greenwood Plus |  | IN |  | Greenwood |  | Fee |  | 100.0 | % | Built 1979 |  | 100.0 | % | 134,141 |  | 25,790 |  | 159,931 |  | Best Buy, Kohl's
22. |  | Griffith Park Plaza |  | IN |  | Griffith |  | Ground Lease (2060) |  | 100.0 | % | Built 1979 |  | 34.5 | % | 175,595 |  | 98,640 |  | 274,235 |  | K-mart, (8)
23. |  | Grove at Lakeland Square, The |  | FL |  | Lakeland |  | Fee |  | 100.0 | % | Built 1988 |  | 91.9 | % | 142,317 |  | 73,274 |  | 215,591 |  | Sports Authority
24. |  | Henderson Square |  | PA |  | King of Prussia |  | Fee |  | 79.1 | % | Acquired 2003 |  | 97.2 | % | 72,683 |  | 34,661 |  | 107,344 |  | ACME, Staples

22

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
25. |  | Highland Lakes Center |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1991 |  | 77.3 | % | 372,316 |  | 105,764 |  | 478,080 |  | Marshalls, Bed, Bath & Beyond, American Signature Home, Save-Rite, Ross Dress for Less, Office Max, Burlington Coat Factory, (8)
26. |  | Indian River Commons |  | FL |  | Vero Beach |  | Fee |  | 50.0 | % (4) | Built 1997 |  | 90.8 | % | 233,358 |  | 27,510 |  | 260,868 |  | Lowe's, Best Buy, Ross Dress for Less, Bed, Bath & Beyond, Michael's
27. |  | Ingram Plaza |  | TX |  | San Antonio |  | Fee |  | 100.0 | % | Built 1980 |  | 100.0 | % | 0 |  | 111,518 |  | 111,518 |  | —
28. |  | Keystone Shoppes |  | IN |  | Indianapolis |  | Ground Lease (2067) |  | 100.0 | % | Acquired 1997 |  | 88.7 | % | 0 |  | 29,140 |  | 29,140 |  | —
29. |  | Knoxville Commons |  | TN |  | Knoxville |  | Fee |  | 100.0 | % | Built 1987 |  | 100.0 | % | 91,483 |  | 88,980 |  | 180,463 |  | Office Max, Circuit City
30. |  | Lake Plaza |  | IL |  | Waukegan |  | Fee |  | 100.0 | % | Built 1986 |  | 98.7 | % | 170,789 |  | 44,673 |  | 215,462 |  | Pic 'N Save, Home Owners Bargain Outlet
31. |  | Lake View Plaza |  | IL |  | Orland Park (Chicago) |  | Fee |  | 100.0 | % | Built 1986 |  | 91.7 | % | 270,628 |  | 100,852 |  | 371,480 |  | Best Buy, Marshalls, Ulta Cosmetics, Factory Card Outlet, Golf Galaxy, Linens-N-Things, Petco Supplies & Fish, Value City Furniture, (8)
32. |  | Lakeline Plaza |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1998 |  | 98.4 | % | 306,317 |  | 79,431 |  | 385,748 |  | Old Navy, Best Buy, Cost Plus World Market, Linens-N-Things, Office Max, Petsmart, Ross Dress for Less, T.J. Maxx, Party City, Ulta Cosmetics, Ultimate Electronics
33. |  | Lima Center |  | OH |  | Lima |  | Fee |  | 100.0 | % | Built 1978 |  | 94.2 | % | 159,584 |  | 47,294 |  | 206,878 |  | Kohl's, Hobby Lobby
34. |  | Lincoln Crossing |  | IL |  | O'Fallon |  | Fee |  | 100.0 | % | Built 1990 |  | 100.0 | % | 134,935 |  | 13,446 |  | 148,381 |  | Wal-Mart, PetsMart
35. |  | Lincoln Plaza |  | PA |  | King of Prussia |  | Fee |  | 65.8 | % | Acquired 2003 |  | 100.0 | % | 143,649 |  | 123,582 |  | 267,231 |  | Burlington Coat Factory, Circuit City
36. |  | Mall of Georgia Crossing |  | GA |  | Mill Creek (Atlanta) |  | Fee |  | 50.0 | % (4) | Built 1999 |  | 97.8 | % | 341,503 |  | 99,109 |  | 440,612 |  | Target, Nordstrom Rack, Best Buy, Staples, T.J. Maxx N More, American Signature Home
37. |  | Markland Plaza |  | IN |  | Kokomo |  | Fee |  | 100.0 | % | Built 1974 |  | 90.0 | % | 49,552 |  | 41,675 |  | 91,227 |  | Best Buy, Bed, Bath & Beyond
38. |  | Martinsville Plaza |  | VA |  | Martinsville |  | Space Lease (2046) |  | 100.0 | % | Built 1967 |  | 97.1 | % | 60,000 |  | 42,105 |  | 102,105 |  | Rose's
39. |  | Matteson Plaza |  | IL |  | Matteson |  | Fee |  | 100.0 | % | Built 1988 |  | 43.5 | % | 230,885 |  | 44,570 |  | 275,455 |  | Dominick's, Michael's Arts & Crafts, Value City, (8)
40. |  | Muncie Plaza |  | IN |  | Muncie |  | Fee |  | 100.0 | % | Built 1998 |  | 100.0 | % | 271,656 |  | 27,195 |  | 298,851 |  | Kohl's, Office Max, Shoe Carnival, T.J. Maxx, Target
41. |  | New Castle Plaza |  | IN |  | New Castle |  | Fee |  | 100.0 | % | Built 1966 |  | 97.3 | % | 24,912 |  | 66,736 |  | 91,648 |  | Goody's
42. |  | North Ridge Plaza |  | IL |  | Joliet |  | Fee |  | 100.0 | % | Built 1985 |  | 74.3 | % | 190,323 |  | 114,747 |  | 305,070 |  | Minnesota Fabrics, Hobby Lobby, Office Max, (8)
43. |  | Northland Plaza |  | OH |  | Columbus |  | Fee and Ground Lease (7) (2085) |  | 100.0 | % | Built 1988 |  | 62.7 | % | 118,304 |  | 91,230 |  | 209,534 |  | Marshalls, Hobby Lobby, (8)
44. |  | Northwood Plaza |  | IN |  | Fort Wayne |  | Fee |  | 100.0 | % | Built 1974 |  | 92.0 | % | 99,028 |  | 71,841 |  | 170,869 |  | Target, Cinema Grill
45. |  | Park Plaza |  | KY |  | Hopkinsville |  | Fee and Ground Lease (7) (2039) |  | 100.0 | % | Built 1968 |  | 95.2 | % | 82,398 |  | 32,626 |  | 115,024 |  | Big Lots, Wal-Mart (18)
46. |  | Plaza at Buckland Hills, The |  | CT |  | Manchester |  | Fee |  | 35.0 | % (14) (4) | Built 1993 |  | 84.6 | % | 252,179 |  | 82,308 |  | 334,487 |  | Toys "R" Us, Jo-Ann Etc., Kids "R" Us (17), Comp USA, Linens-N-Things, Party City, Petsmart, (8)

23

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
47. |  | Regency Plaza |  | MO |  | St. Charles |  | Fee |  | 100.0 | % | Built 1988 |  | 100.0 | % | 210,627 |  | 76,899 |  | 287,526 |  | Wal-Mart, Sam's Wholesale, Petsmart
48. |  | Ridgewood Court |  | MS |  | Jackson |  | Fee |  | 35.0 | % (14) (4) | Built 1993 |  | 100.0 | % | 185,939 |  | 54,723 |  | 240,662 |  | T.J. Maxx, Bed, Bath & Beyond, Best Buy, Marshalls, Lifeway Christian Stores, Michael's
49. |  | Rockaway Convenience Center |  | NJ |  | Rockaway (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 100.0 | % | 131,438 |  | 100,184 |  | 231,622 |  | Kids "R" Us (17), AMCE Grocery, Best Buy, Borders Books & Music, Linens N Things, Michael's
50. |  | Royal Eagle Plaza |  | FL |  | Coral Springs (Miami-Ft. Lauderale) |  | Fee |  | 35.0 | % (14) (4) | Built 1989 |  | 100.0 | % | 124,479 |  | 74,643 |  | 199,122 |  | Kmart, Stein Mart
51. |  | St. Charles Towne Plaza |  | MD |  | Waldorf (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 1987 |  | 68.7 | % | 292,752 |  | 113,202 |  | 405,954 |  | Value City Furniture, T.J. Maxx, Jo Ann Fabrics, CVS, Shoppers Food Warehouse, Dollar Tree, (8)
52. |  | Shops at Northeast Mall, The |  | TX |  | Hurst |  | Fee |  | 100.0 | % | Built 1999 |  | 98.9 | % | 265,595 |  | 98,989 |  | 364,584 |  | Old Navy, Nordstrom Rack, Bed, Bath & Beyond, Office Max, Michael's, Petsmart, T.J. Maxx, Ulta Cosmetics, Best Buy, Pier 1 Imports
53. |  | Teal Plaza |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1962 |  | 100.0 | % | 98,337 |  | 2,750 |  | 101,087 |  | Circuit City, Hobby-Lobby, The Pep Boys
54. |  | Terrace at the Florida Mall |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1989 |  | 73.8 | % | 281,446 |  | 47,531 |  | 328,977 |  | Marshalls, Target, American Signature Home, Bed, Bath & Beyond
55. |  | Tippecanoe Plaza |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1974 |  | 95.5 | % | 85,811 |  | 8,787 |  | 94,598 |  | Best Buy, Barnes & Noble
56. |  | University Center |  | IN |  | Mishawaka |  | Fee |  | 60.0 | % | Built 1980 |  | 87.1 | % | 104,359 |  | 46,177 |  | 150,536 |  | Best Buy, Michaels
57. |  | Village Park Plaza |  | IN |  | Carmel (Indianapolis) |  | Fee |  | 35.0 | % (14) (4) | Built 1990 |  | 98.3 | % | 431,018 |  | 112,430 |  | 543,448 |  | Wal-Mart, Galyan's, Frank's Nursery, Kohl's, Marsh, Bed, Bath & Beyond, Regal Cinema
58. |  | Wabash Village |  | IN |  | West Lafayette |  | Ground Lease (2063) |  | 100.0 | % | Built 1970 |  | 12.2 | % | 109,388 |  | 15,148 |  | 124,536 |  | (8)
59. |  | Washington Plaza |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1976 |  | 57.1 | % | 21,500 |  | 28,607 |  | 50,107 |  | (8)
60. |  | Waterford Lakes Town Center |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1999 |  | 100.0 | % | 622,244 |  | 329,559 |  | 951,803 |  | L.A. Fitness, T.J. Maxx, Barnes & Noble, Ross Dress for Less, Petsmart, Bed, Bath & Beyond, Old Navy, Best Buy, Office Max, Ashley Furniture, Jo-Ann Fabrics, Target
61. |  | West Ridge Plaza |  | KS |  | Topeka |  | Fee |  | 100.0 | % | Built 1988 |  | 100.0 | % | 182,161 |  | 55,622 |  | 237,783 |  | Target, T.J. Maxx, Toys "R" Us, Famous Footwear
62. |  | West Town Corners |  | FL |  | Altamonte Springs |  | Fee |  | 23.3 | % (14) (4) | Built 1989 |  | 99.1 | % | 263,782 |  | 121,285 |  | 385,067 |  | Wal-Mart, Sports Authority, PetsMart, Winn Dixie, American Signature Furniture
63. |  | Westland Park Plaza |  | FL |  | Orange Park |  | Fee |  | 23.3 | % (14) (4) | Built 1989 |  | 96.3 | % | 123,548 |  | 39,606 |  | 163,154 |  | Burlington Coat Factory, PetsMart, Sports Authority, Sound Advice
64. |  | Whitehall Mall |  | PA |  | Whitehall |  | Fee |  | 39.6 | % (4) | Acquired 2003 |  | 99.0 | % | 378,642 |  | 175,079 |  | 553,721 |  | Kohl's, Sears, Bed, Bath and Beyond
65. |  | White Oaks Plaza |  | IL |  | Springfield |  | Fee |  | 100.0 | % | Built 1986 |  | 98.3 | % | 275,703 |  | 115,723 |  | 391,426 |  | Kohl's, Kids "R" Us (17), Office Max, T.J. Maxx, Toys "R" Us, Cub Foods
66. |  | Willow Knolls Court |  | IL |  | Peoria |  | Fee |  | 35.0 | % (14) (4) | Built 1990 |  | 100.0 | % | 309,440 |  | 72,937 |  | 382,377 |  | Kohl's, Sam's Wholesale Club, Willow Knolls Cinema, Burlington Coat Factory
67. |  | Yards Plaza, The |  | IL |  | Chicago |  | Fee |  | 35.0 | % (14) (4) | Built 1990 |  | 100.0 | % | 228,813 |  | 36,607 |  | 265,420 |  | Burlington Coat Factory, Value City, Ralphs Food for Less

24

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
North American Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (1) |  | Our Percentage Interest (2) |  | Year Built or Acquired |  | Occupancy (3) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | OFFICE CENTERS |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | O'Hare International Center |  | IL |  | Rosemont |  | Fee |  | 100.0 | % | Built 1988 |  | 85.2 | % | 0 |  | 495,546 |  | 495,546 | (20) | —
2. |  | Riverway |  | IL |  | Rosemont |  | Fee |  | 100.0 | % | Acquired 1991 |  | 84.5 | % | 0 |  | 819,201 |  | 819,201 | (20) | —
|  | MIXED-USE CENTERS |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Copley Place |  | MA |  | Boston |  | Fee |  | 98.1 | % | Acquired 2002 |  | 91.4 | % | 104,332 |  | 1,109,880 |  | 1,214,212 | (20) | Neiman Marcus
2. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington |  | Fee |  | 42.5 | % (4) | Built 1989 |  | 99.8 | % | 472,729 |  | 514,979 |  | 987,708 | (20) | Macy's, Nordstrom
|  | Total U.S. Portfolio |  |  |  |  |  |  |  | 117,183,895 |  | 72,830,417 |  | 190,014,312 |  |
|  | CANADA REGIONAL MALLS |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Forum Entertainment Centre (5) |  |  |  | Montreal |  | Fee |  | 35.6 | % (4) | Built 2001 |  | 88.7 | % | 246,972 |  | — |  | 246,972 |  | AMC Entertainment
|  | Total North American Portfolio |  |  |  |  |  |  |  | 117,430,867 |  | 72,830,417 |  | 190,261,284 |  |
|  |  |  |  |  |  |  |  |  |  |  | Expected Opening |  |  |  |  |  |  |  |  |  |
|  | PROPERTIES UNDER CONSTRUCTION |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Chicago Premium Outlets |  | IL |  | Aurora (Chicago) |  |  |  | 50.0 | % (4) | 2nd Quarter 2004 |  |  |  |  |  |  |  |  |  | —
2. |  | Clay Terrace |  | IN |  | Carmel (Indianapolis) |  |  |  | 50.0 | % (4) | 4th Quarter 2004 |  |  |  |  |  |  |  |  |  | Dicks Sporting Goods, DSW Shoe Warehouse, Circuit City, Wild Oats
3. |  | St. Johns Town Center |  | FL |  | Jacksonville |  |  |  | 50.0 | % (13) | 1st Quarter 2005 |  |  |  |  |  |  |  |  |  | Target, JoAnn Fabribcs, PetsMart
4. |  | Firewheel Town Center |  | TX |  | Garland |  |  |  | 100.0 | % | 4th Quarter 2005 |  |  |  |  |  |  |  |  |  | Foley's, Dillard's, Barnes & Noble, Circuit City, Sports Authoridy, Linens N Things
5. |  | WolfRanch |  | TX |  | Georgetown (Austin) |  |  |  | 100.0 | % | 3rd Quarter 2005 |  |  |  |  |  |  |  |  |  | Target, Kohl's, Linens N Things, Office Depot, Petsmart

(Footnotes on following page)

25

(Footnotes for preceding pages)

(1)
  The date listed is the expiration date of the last renewal option available to the operating entity under the ground lease. In a majority of the ground leases, we have a right of first refusal or the right to purchase the lessor's interest. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective Property.
(2)
  The Operating Partnership's direct and indirect interests in some of the Properties held as joint venture interests are subject to preferences on distributions in favor of other partners or the Operating Partnership.
(3)
  Regional Malls—Executed leases for all company-owned GLA in mall and freestanding stores, excluding majors. Also includes company owned retail space at specialty centers and mixed-use properties. Community Centers—Executed leases for all company-owned GLA including majors, mall stores and freestanding stores.
(4)
  Joint Venture Properties accounted for under the equity method.
(5)
  This Property is managed by a third party.
(6)
  Indicates anchor is currently under construction or in predevelopment.
(7)
  Indicates ground lease covers less than 50% of the acreage of this Property.
(8)
  Indicates vacant anchor space(s).
(9)
  The lease at the Mall at Chestnut Hill includes the entire premises including land and building.
(10)
  Indicates ground lease covers all of the Property except for parcels owned in fee by anchors.
(11)
  Indicates ground lease covers outparcel only.
(12)
  This interest is currently subject to a constructive trust imposed by an order issued by the Federal District Court for the State of Minnesota. We have appealed that order. See footnote 11 of the accompanying financial statements for further discussion regarding Mall of America
(13)
  The Operating Partnership receives substantially all the economic benefit of the property due to a partner preference or advances.
(14)
  Outside partner receives substantially all of the economic benefit due to a partner preference.
(15)
  The ownership of the property is evidenced by the Operating Partnership's note secured by an equity interest in the property.
(16)
  The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(17)
  Indicates anchor has announced its intent to close this location.
(18)
  Indicates anchor has closed, but the Operating Partnership still collects rents and/or fees under an agreement.
(19)
  This retailer operates multiple stores at this Property.
(20)
  Mall & Freestanding GLA consists of a combination of Office and Retail space.

Mall |  | Retail GLA |  | Office GLA |  | Total Mall & Freestanding GLA
--- | --- | --- | --- | --- | --- | ---
Arsenal Mall |  | 204,669 |  | 105,807 |  | 310,476
Fashion Mall at Keystone at the Crossing, The |  | 378,636 |  | 30,042 |  | 408,678
Greendale Mall |  | 178,802 |  | 119,860 |  | 298,662
King of Prussia Mall |  | 1,061,060 |  | 13,696 |  | 1,074,756
Lehigh Valley Mall |  | 491,154 |  | 11,754 |  | 502,908
Menlo Park Mall |  | 705,679 |  | 50,432 |  | 756,111
Oak Court Mall |  | 188,434 |  | 129,941 |  | 318,375
O'Hare International Center |  | 12,838 |  | 482,708 |  | 495,546
Oxford Valley Mall |  | 399,116 |  | 110,558 |  | 509,674
River Oaks Center |  | 426,168 |  | 118,055 |  | 544,223
Riverway |  | 24,809 |  | 794,392 |  | 819,201
Copley Place |  | 263,058 |  | 846,822 |  | 1,109,880
Fashion Centre at Pentagon City, The |  | 345,890 |  | 169,089 |  | 514,979

26

International

The following summarizes our investments in Europe and the countries of real estate ownership and operation as of December 31, 2003:

Investment |  | Ownership Interest |  | Properties open and operating |  | Countries
--- | --- | --- | --- | --- | --- | ---
Gallerie Commerciali Italia, S.p.A. |  | 49.0 | % | 38 |  | Italy
European Retail Enterprises ("ERE"), B.V. |  | 35.2 | % | 9 |  | France, Poland, Portugal

In addition, we jointly hold with a third party an interest in one parcel of land for development near Paris, France outside of these two joint ventures. ERE also operates through a wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail real estate developers, lessors and managers.

Our properties in Europe consist primarily of hypermarket anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan, primarily in Italy, who is affiliated with our partner in GCI, The Rinascente Group, or are anchored by the hypermarket Carrefour in France, Poland, and Portugal. Certain of these properties are subject to leaseholds that entitle the lessor to receive substantially all the economic benefits of the portion of the property subject to the leasehold.

As of December 31, 2003, our European properties were approximately 99.3% occupied. These properties contain an aggregate of approximately 8.9 million square feet of GLA, of which approximately 3.8 million square feet is Owned GLA.

27

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
European Properties

|  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area (1) |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | City (Metropolitan area) |  | Ownership Interest |  | Our Percentage Interest |  | Year Built |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | FRANCE |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Bay 2 |  | Torcy (Paris) |  | Freehold |  | 35.2 | % | 2003 |  | 132,396 |  | 408,910 |  | 541,306 |  | Carrefour, Leroy Merlin
2. |  | Bel'Est |  | Bagnolet (Paris) |  | Freehold |  | 12.3 | % | 1992 |  | 150,695 |  | 62,980 |  | 213,675 |  | Auchan
3. |  | Villabé A6 |  | Villabé (Paris) |  | Freehold |  | 5.3 | % | 1992 |  | 102,257 |  | 104,507 |  | 206,764 |  | Carrefour
|  | Subtotal France |  |  |  |  |  | 385,348 |  | 576,397 |  | 961,745 |  |
|  | ITALY |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Ancona — Senigallia |  | Senigallia (Ancona) |  | Freehold |  | 49.0 | % | 1995 |  | 41,193 |  | 41,581 |  | 82,774 |  | Cityper
2. |  | Ascoli Piceno — Grottammare |  | Grottammare (Ascoli Piceno) |  | Freehold |  | 49.0 | % | 1995 |  | 38,901 |  | 55,929 |  | 94,830 |  | Cityper
3. |  | Ascoli Piceno — Porto Sant'Elpidio |  | Porto Sant'Elpidio (Ascoli Piceno) |  | Freehold |  | 49.0 | % | 1999 |  | 47,986 |  | 114,259 |  | 162,245 |  | Cityper
4. |  | Bari — Casamassima |  | Casamassima (Bari) |  | Freehold |  | 49.0 | % | 1995 |  | 159,015 |  | 388,825 |  | 547,840 |  | Auchan, Coin, Upim, Leroy Merlin, Decathlon
5. |  | Brescia — Mazzano |  | Mazzano (Brescia) |  | Freehold/Leasehold (2) |  | 49.0 | % | 1994 |  | 103,290 |  | 127,359 |  | 230,649 |  | Auchan, Bricocenter, Upim
6. |  | Cagliari — Santa Gilla |  | Cagliari |  | Freehold/Leasehold (2) |  | 49.0 | % | 1992 |  | 75,939 |  | 114,754 |  | 190,693 |  | Auchan, Bricocenter
7. |  | Catania — La Rena |  | Catania |  | Freehold |  | 49.0 | % | 1998 |  | 124,065 |  | 22,077 |  | 146,142 |  | Auchan
8. |  | Milano — Rescaldina |  | Rescaldina (Milano) |  | Freehold |  | 49.0 | % | 2000 |  | 165,108 |  | 212,017 |  | 377,125 |  | Auchan, Bricocenter, Decathlon, Upim
9. |  | Milano — Vimodrone |  | Vimodrone (Milano) |  | Freehold |  | 49.0 | % | 1989 |  | 110,384 |  | 80,202 |  | 190,586 |  | Auchan, Bricocenter
10. |  | Napoli — Pompei |  | Pompei (Napoli) |  | Freehold |  | 49.0 | % | 1990 |  | 74,314 |  | 17,147 |  | 91,461 |  | Auchan
11. |  | Padova |  | Padova |  | Freehold |  | 49.0 | % | 1989 |  | 73,324 |  | 32,485 |  | 105,809 |  | Auchan
12. |  | Palermo |  | Palermo |  | Freehold |  | 49.0 | % | 1990 |  | 73,065 |  | 9,849 |  | 82,914 |  | Auchan
13. |  | Pesaro — Fano |  | Fano (Pesaro) |  | Freehold |  | 49.0 | % | 1994 |  | 56,274 |  | 55,951 |  | 112,225 |  | Auchan
14. |  | Pescara |  | Pescara |  | Freehold |  | 49.0 | % | 1998 |  | 96,337 |  | 65,186 |  | 161,523 |  | Auchan, Upim
15. |  | Pescara — Cepagatti |  | Cepagatti (Pescara) |  | Freehold |  | 49.0 | % | 2001 |  | 80,213 |  | 189,617 |  | 269,830 |  | Auchan
16. |  | Piacenza — San Rocco al Porto |  | San Rocco al Porto (Piacenza) |  | Freehold |  | 49.0 | % | 1992 |  | 104,485 |  | 20,419 |  | 124,904 |  | Auchan, Flunch
17. |  | Roma — Collatina |  | Collatina (Roma) |  | Freehold |  | 49.0 | % | 1999 |  | 59,524 |  | 4,101 |  | 63,625 |  | Auchan
18. |  | Sassari — Predda Niedda |  | Predda Niedda (Sassari) |  | Freehold/Leasehold (2) |  | 49.0 | % | 1990 |  | 56,263 |  | 107,779 |  | 164,042 |  | Auchan, Bricocenter, Upim
19. |  | Taranto |  | Taranto |  | Freehold |  | 49.0 | % | 1997 |  | 75,240 |  | 126,508 |  | 201,748 |  | Auchan, Bricocenter, Upim
20. |  | Torino |  | Torino |  | Freehold |  | 49.0 | % | 1989 |  | 105,056 |  | 66,682 |  | 171,738 |  | Auchan, Upim
21. |  | Torino — Venaria |  | Venaria (Torino) |  | Freehold |  | 49.0 | % | 1982 |  | 101,557 |  | 64,045 |  | 165,602 |  | Auchan, Bricocenter
22. |  | Venezia — Mestre |  | Mestre (Venezia) |  | Freehold |  | 49.0 | % | 1995 |  | 114,076 |  | 132,644 |  | 246,720 |  | Auchan
23. |  | Vicenza |  | Vicenza |  | Freehold |  | 49.0 | % | 1995 |  | 78,415 |  | 20,064 |  | 98,479 |  | Auchan
24. |  | Brindisi — Mesagne |  | Mesagne (Brindisi) |  | Freehold |  | 49.0 | % | 2003 |  | 88,049 |  | 140,598 |  | 228,647 |  | Auchan
25. |  | Ancona |  | Ancona |  | Leasehold (3) |  | 49.0 | % | 1993 |  | 82,947 |  | 82,333 |  | 165,280 |  | Auchan, Upim
26. |  | Bergamo |  | Bergamo |  | Leasehold (3) |  | 49.0 | % | 1976 |  | 103,011 |  | 16,921 |  | 119,932 |  | Auchan
27. |  | Brescia — Concesio |  | Concesio (Brescia) |  | Leasehold (3) |  | 49.0 | % | 1972 |  | 89,932 |  | 27,566 |  | 117,498 |  | Auchan
28. |  | Cagliari — Marconi |  | Cagliari |  | Leasehold (3) |  | 49.0 | % | 1994 |  | 83,549 |  | 109,943 |  | 193,492 |  | Auchan, Bricocenter
29. |  | Catania — Misterbianco |  | Misterbianco (Catania) |  | Leasehold (3) |  | 49.0 | % | 1989 |  | 83,259 |  | 15,984 |  | 99,243 |  | Auchan
30. |  | Merate — Lecco |  | Merate (Lecco) |  | Leasehold (3) |  | 49.0 | % | 1976 |  | 73,496 |  | 88,501 |  | 161,997 |  | Auchan, Bricocenter
31. |  | Milano — Cinisello — Balsamo |  | Cinisello — Balsamo (Milano) |  | Leasehold (3) |  | 49.0 | % | 1993 |  | 68,426 |  | 18,589 |  | 87,015 |  | Auchan
32. |  | Milano — Nerviano |  | Nerviano (Milano) |  | Leasehold (3) |  | 49.0 | % | 1991 |  | 83,840 |  | 27,782 |  | 111,622 |  | Auchan
33. |  | Napoli — Mugnano di Napoli |  | Mugnano di Napoli |  | Leasehold (3) |  | 49.0 | % | 1992 |  | 97,952 |  | 94,852 |  | 192,804 |  | Auchan, Bricocenter, Upim
34. |  | Olbia |  | Olbia |  | Leasehold (3) |  | 49.0 | % | 1993 |  | 48,976 |  | 48,814 |  | 97,790 |  | Auchan
35. |  | Roma — Casalbertone |  | Roma |  | Leasehold (3) |  | 49.0 | % | 1998 |  | 62,667 |  | 84,927 |  | 147,594 |  | Auchan, Upim
36. |  | Sassari — Centro Azuni |  | Sassari |  | Leasehold (3) |  | 49.0 | % | 1995 |  | — |  | 35,564 |  | 35,564 |  |
37. |  | Torino — Rivoli |  | Rivoli (Torino) |  | Leasehold (3) |  | 49.0 | % | 1986 |  | 61,785 |  | 32,346 |  | 94,131 |  | Auchan
38. |  | Verona — Bussolengo |  | Bussolengo (Verona) |  | Leasehold (3) |  | 49.0 | % | 1975 |  | 89,319 |  | 75,326 |  | 164,645 |  | Auchan, Bricocenter
|  | Subtotal Italy |  |  |  |  |  | 3,131,232 |  | 2,969,526 |  | 6,100,758 |  |

28

SIMON PROPERTY GROUP, INC.
PROPERTY TABLE
European Properties

|  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area (1) |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | City (Metropolitan area) |  | Ownership Interest |  | Our Percentage Interest |  | Year Built |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | POLAND |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Borek Shopping Center |  | Wroclaw |  | Freehold |  | 35.2 | % | 1999 |  | 119,942 |  | 129,393 |  | 249,335 |  | Carrefour
2. |  | Dabrowka Shopping Center |  | Katowice |  | Freehold |  | 35.2 | % | 1999 |  | 120,986 |  | 172,868 |  | 293,854 |  | Carrefour, Castorama
3. |  | Turzyn Shopping Center |  | Szczecin |  | Freehold |  | 35.2 | % | 2001 |  | 87,188 |  | 120,943 |  | 208,131 |  | Carrefour
4. |  | Wilenska Station Shopping Center |  | Warsaw |  | Freehold |  | 35.2 | % | 2002 |  | 92,688 |  | 215,935 |  | 308,623 |  | Carrefour
5. |  | Zakopianka Shopping Center |  | Krakow |  | Freehold |  | 35.2 | % | 1998 |  | 120,190 |  | 432,688 |  | 552,878 |  | Carrefour, Castorama
|  | Subtotal Poland |  |  |  |  |  | 540,994 |  | 1,071,827 |  | 1,612,821 |  |
|  | PORTUGAL |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Minho center |  | Braga (Porto) |  | Leasehold (3) |  | 35.2 | % | 1997 |  | 120,018 |  | 101,622 |  | 221,640 |  | Carrefour
|  | TOTAL EUROPEAN ASSETS |  |  |  |  |  | 4,177,592 |  | 4,719,372 |  | 8,896,964 |  |

FOOTNOTES:

(1)
  All gross leasable area listed in square feet.
(2)
  This property is held partially in fee and partially encumbered by a leasehold on the premise which entitles the lessor to the majority of the economics of the portion of the property subject to the leasehold.
(3)
  This property is encumbered by a leasehold on the entire premises which entitles the lessor the majority of the economics of the property.

29

Land Held for Development

We have direct or indirect ownership interests in three parcels of land held for future development, containing an aggregate of approximately 275 acres located in three states.

Mortgage Financing on Properties

The following table sets forth certain information regarding the mortgages and other debt encumbering the Properties. Substantially all of the mortgage and property related debt is nonrecourse to us.

30

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES
As of December 31, 2003
(Dollars in thousands)

Property Name |  | Interest Rate |  | Face Amount |  | Annual Debt Service |  | Maturity Date |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Consolidated Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Secured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Simon Property Group, LP: |  |  |  |  |  |  |  |  |  |  |
Anderson Mall |  | 6.20 | % | $ | 29,763 |  | $ | 2,216 |  | 10/10/12 |
Arsenal Mall — 1 |  | 6.75 | % |  | 32,977 |  |  | 2,724 |  | 09/28/08 |
Arsenal Mall — 2 |  | 8.20 | % |  | 1,796 |  |  | 286 |  | 05/05/16 |
Battlefield Mall |  | 4.60 | % |  | 100,000 |  |  | 4,603 | (2) | 07/01/13 |
Biltmore Square |  | 7.95 | % |  | 26,000 |  |  | 2,067 | (2) | 12/11/10 | (30)
Bloomingdale Court |  | 7.78 | % |  | 28,695 | (4) |  | 2,578 |  | 11/01/09 |
Bowie Mall |  | 2.62 | % (1) |  | 52,700 |  |  | 1,381 | (2) | 12/14/05 | (3)
Brunswick Square |  | 2.62 | % (1) |  | 45,000 |  |  | 1,179 | (2) | 06/12/05 | (3)
Century III Mall |  | 6.20 | % |  | 87,859 | (10) |  | 6,541 |  | 10/10/12 |
Chesapeake Center |  | 8.44 | % |  | 6,563 | (32) |  | 554 | (2) | 06/15/05 | (30)
Chesapeake Square |  | 3.87 | % (13) |  | 47,000 |  |  | 1,819 | (2) | 07/01/06 | (3)
Cielo Vista Mall — 1 |  | 9.38 | % |  | 51,033 | (5) |  | 5,828 |  | 05/01/07 |
Cielo Vista Mall — 2 |  | 8.13 | % |  | 675 |  |  | 376 |  | 11/01/05 |
Cielo Vista Mall — 3 |  | 6.76 | % |  | 36,614 | (5) |  | 3,039 |  | 05/01/07 |
CMBS Loan — Fixed (encumbers 7 Properties) |  | 7.31 | % |  | 172,290 | (6) |  | 14,065 |  | 12/15/04 | (30)
CMBS Loan — Variable (encumbers 7 Properties) |  | 6.20 | % (7) |  | 48,157 | (6) |  | 1,722 |  | 12/15/04 | (30)
College Mall — 1 |  | 7.00 | % |  | 37,013 | (8) |  | 3,908 |  | 01/01/09 |
College Mall — 2 |  | 6.76 | % |  | 11,281 | (8) |  | 935 |  | 01/01/09 |
Copley Place |  | 7.44 | % |  | 180,836 |  |  | 16,266 |  | 08/01/07 |
Coral Square |  | 8.00 | % |  | 88,946 |  |  | 8,065 |  | 10/01/10 |
Crossroads Mall |  | 6.20 | % |  | 44,127 |  |  | 3,285 |  | 10/10/12 |
Crystal River |  | 7.63 | % |  | 15,867 |  |  | 1,385 |  | 11/11/10 | (30)
DeKalb Mall |  | 9.35 | % |  | 2,711 |  |  | 699 |  | 10/01/04 |
Forest Mall |  | 6.20 | % |  | 17,671 | (11) |  | 1,316 |  | 10/10/12 |
Forest Plaza |  | 7.78 | % |  | 15,738 | (4) |  | 1,414 |  | 11/01/09 |
Forum Shops at Caesars, The |  | 4.78 | % |  | 550,000 |  |  | 26,312 | (2) | 12/01/10 |
Greenwood Park Mall — 1 |  | 7.00 | % |  | 31,000 | (8) |  | 3,273 |  | 01/01/09 |
Greenwood Park Mall — 2 |  | 6.76 | % |  | 58,284 | (8) |  | 4,831 |  | 01/01/09 |
Grove at Lakeland Square, The |  | 8.44 | % |  | 3,750 | (32) |  | 317 | (2) | 06/15/05 | (30)
Gulf View Square |  | 8.25 | % |  | 34,260 |  |  | 3,652 |  | 10/01/06 |
Henderson Square |  | 6.94 | % |  | 15,625 |  |  | 1,270 |  | 07/01/11 |
Highland Lakes Center |  | 6.20 | % |  | 16,288 | (10) |  | 1,213 |  | 10/10/12 |
Ingram Park Mall |  | 6.99 | % |  | 82,423 | (24) |  | 6,724 |  | 08/11/11 |
Jefferson Valley Mall |  | 2.37 | % (1) |  | 60,000 |  |  | 1,422 | (2) | 01/11/04 |
Keystone at the Crossing |  | 7.85 | % |  | 60,518 |  |  | 5,642 |  | 07/01/27 |
Knoxville Center |  | 6.99 | % |  | 62,415 | (24) |  | 5,092 |  | 08/11/11 |
Lake View Plaza |  | 7.78 | % |  | 20,921 | (4) |  | 1,880 |  | 11/01/09 |
Lakeline Mall |  | 7.65 | % |  | 68,549 |  |  | 6,300 |  | 05/01/07 |
Lakeline Plaza |  | 7.78 | % |  | 22,937 | (4) |  | 2,061 |  | 11/01/09 |
Lincoln Crossing |  | 7.78 | % |  | 3,167 | (4) |  | 285 |  | 11/01/09 |
Longview Mall |  | 6.20 | % |  | 33,070 | (10) |  | 2,462 |  | 10/10/12 |
Markland Mall |  | 6.20 | % |  | 23,397 | (11) |  | 1,742 |  | 10/10/12 |
Matteson Plaza |  | 7.78 | % |  | 9,213 | (4) |  | 828 |  | 11/01/09 |
McCain Mall — 1 |  | 9.38 | % |  | 23,829 | (5) |  | 2,721 |  | 05/01/07 |
McCain Mall — 2 |  | 6.76 | % |  | 16,900 | (5) |  | 1,402 |  | 05/01/07 |
Melbourne Square |  | 7.42 | % |  | 36,595 |  |  | 3,374 |  | 02/01/05 |
Midland Park Mall |  | 6.20 | % |  | 34,157 | (11) |  | 2,543 |  | 10/10/12 |
Muncie Plaza |  | 7.78 | % |  | 7,965 | (4) |  | 716 |  | 11/01/09 |
North East Mall |  | 2.50 | % (1) |  | 140,000 |  |  | 3,493 | (2) | 05/21/04 |
Northlake Mall |  | 6.99 | % |  | 72,003 | (24) |  | 5,874 |  | 08/11/11 |
Oxford Valley Mall |  | 6.76 | % |  | 86,418 |  |  | 7,801 |  | 01/10/11 |
Paddock Mall |  | 8.25 | % |  | 27,248 |  |  | 2,905 |  | 10/01/06 |
Palm Beach Mall |  | 6.20 | % |  | 54,641 |  |  | 4,068 |  | 10/10/12 |
Penn Square Mall |  | 7.03 | % |  | 71,319 |  |  | 6,003 |  | 03/01/09 | (30)
Port Charlotte Town Center |  | 7.98 | % |  | 53,250 |  |  | 4,249 | (2) | 12/11/10 | (30)
Raleigh Springs Mall |  | 3.80 | % (31) |  | 11,000 |  |  | 418 | (2) | 12/09/05 |
Regency Plaza |  | 7.78 | % |  | 4,318 | (4) |  | 388 |  | 11/01/09 |

31

Richmond Towne Square |  | 6.20 | % |  | 47,977 | (11) |  | 3,572 |  | 10/10/12 |
Riverway |  | 2.27 | % (18) |  | 110,000 |  |  | 2,497 | (2) | 10/01/06 | (3)
St. Charles Towne Plaza |  | 7.78 | % |  | 27,639 | (4) |  | 2,483 |  | 11/01/09 |
St. Johns Town Center |  | 2.37 | % (1) |  | 37,500 |  |  | 889 | (2) | 03/02/04 |
Stanford Shopping Center |  | 3.60 | % (34) |  | 220,000 |  |  | 7,920 | (2) | 09/11/08 |
Sunland Park Mall |  | 8.63 | % (14) |  | 37,229 |  |  | 3,773 |  | 01/01/26 |
Tacoma Mall |  | 7.00 | % |  | 131,903 |  |  | 10,778 |  | 10/01/11 |
Terrace at Florida Mall, The |  | 8.44 | % |  | 4,688 | (32) |  | 396 | (2) | 06/15/05 | (30)
Tippecanoe Mall — 1 |  | 8.45 | % |  | 41,676 |  |  | 4,647 |  | 01/01/05 |
Tippecanoe Mall — 2 |  | 6.81 | % |  | 15,049 |  |  | 1,253 |  | 01/01/05 |
Towne East Square — 1 |  | 7.00 | % |  | 48,935 | (8) |  | 5,167 |  | 01/01/09 |
Towne East Square — 2 |  | 6.81 | % |  | 23,513 | (8) |  | 1,958 |  | 01/01/09 |
Towne West Square |  | 6.99 | % |  | 53,952 | (24) |  | 4,402 |  | 08/11/11 |
Treasure Coast Square — 1 |  | 7.42 | % |  | 50,254 |  |  | 3,729 | (2) | 01/01/06 |
Treasure Coast Square — 2 |  | 8.06 | % |  | 11,736 |  |  | 946 | (2) | 01/01/06 |
Trolley Square |  | 9.03 | % |  | 29,133 |  |  | 2,880 |  | 08/01/10 | (30)
University Park Mall |  | 7.43 | % |  | 58,799 |  |  | 4,958 |  | 10/01/07 |
Valle Vista Mall — 1 |  | 9.38 | % |  | 31,561 | (5) |  | 3,604 |  | 05/01/07 |
Valle Vista Mall — 2 |  | 6.81 | % |  | 7,515 | (5) |  | 626 |  | 05/01/07 |
Waterford Lakes |  | 2.42 | % (1) |  | 68,000 |  |  | 1,646 | (2) | 08/16/04 |
West Ridge Plaza |  | 7.78 | % |  | 5,567 | (4) |  | 500 |  | 11/01/09 |
White Oaks Mall |  | 2.22 | % (1) |  | 48,563 |  |  | 1,078 | (2) | 02/25/08 | (3)
White Oaks Plaza |  | 7.78 | % |  | 16,987 | (4) |  | 1,526 |  | 11/01/09 |
Wolfchase Galleria |  | 7.80 | % |  | 74,437 |  |  | 6,911 |  | 06/30/07 |
| Total Consolidated Secured Indebtedness |  |  |  | $ | 4,179,385 |  |  |  |  |  |
Unsecured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Simon Property Group, LP: |  |  |  |  |  |  |  |  |  |  |
Unsecured Revolving Credit Facility |  | 1.77 | % (16) | $ | 327,901 |  | $ | 5,804 | (2) | 04/16/06 | (3)
Medium Term Notes — 1 |  | 7.13 | % |  | 100,000 |  |  | 7,125 | (15) | 06/24/05 |
Medium Term Notes — 2 |  | 7.13 | % |  | 180,000 |  |  | 12,825 | (15) | 09/20/07 |
SPG, L.P. Unsecured Term Loan — 1 |  | 1.92 | % (1) |  | 65,000 |  |  | 1,248 | (2) | 03/15/04 |
SPG, L.P. Unsecured Term Loan — 2 |  | 1.77 | % (1) |  | 150,000 |  |  | 2,655 | (2) | 02/28/04 |
SPG, L.P. Unsecured Euro Term Loan |  | 2.70 | % (9) |  | 204,679 |  |  | 5,527 | (2) | 12/16/06 | (3)
Unsecured Notes — 1 |  | 6.88 | % |  | 250,000 |  |  | 17,188 | (15) | 11/15/06 |
Unsecured Notes — 2A |  | 6.75 | % |  | 100,000 |  |  | 6,750 | (15) | 07/15/04 |
Unsecured Notes — 2B |  | 7.00 | % |  | 150,000 |  |  | 10,500 | (15) | 07/15/09 |
Unsecured Notes — 3 |  | 6.88 | % |  | 150,000 |  |  | 10,313 | (15) | 10/27/05 |
Unsecured Notes — 4B |  | 6.75 | % |  | 300,000 |  |  | 20,250 | (15) | 06/15/05 |
Unsecured Notes — 4C |  | 7.38 | % |  | 200,000 |  |  | 14,750 | (15) | 06/15/18 |
Unsecured Notes — 5A |  | 6.75 | % |  | 300,000 |  |  | 20,250 | (15) | 02/09/04 |
Unsecured Notes — 5B |  | 7.13 | % |  | 300,000 |  |  | 21,375 | (15) | 02/09/09 |
Unsecured Notes — 6A |  | 7.38 | % |  | 300,000 |  |  | 22,125 | (15) | 01/20/06 |
Unsecured Notes — 6B |  | 7.75 | % |  | 200,000 |  |  | 15,500 | (15) | 01/20/11 |
Unsecured Notes — 7 |  | 6.38 | % |  | 750,000 |  |  | 47,813 | (15) | 11/15/07 |
Unsecured Notes — 8A |  | 6.35 | % |  | 350,000 |  |  | 22,225 | (15) | 08/28/12 |
Unsecured Notes — 8B |  | 5.38 | % |  | 150,000 |  |  | 8,063 | (15) | 08/28/08 |
Unsecured Notes — 9A |  | 4.88 | % |  | 300,000 |  |  | 14,625 | (15) | 03/18/10 |
Unsecured Notes — 9B |  | 5.45 | % |  | 200,000 |  |  | 10,900 | (15) | 03/15/13 |
Mandatory Par Put Remarketed Securities |  | 7.00 | % |  | 200,000 |  |  | 14,000 | (15) | 06/15/08 | (17)
Floating Rate Mandatory Extension Notes |  | 1.92 | % (12) |  | 113,100 |  |  | 2,172 | (2) | 11/15/14 |
|  |  |  |  | 5,340,680 |  |  |  |  |  |
Shopping Center Associates, subsidiary: |  |  |  |  |  |  |  |  |  |  |
Unsecured Notes — SCA 1 |  | 6.75 | % |  | 150,000 |  |  | 10,125 | (15) | 01/15/04 |
Unsecured Notes — SCA 2 |  | 7.63 | % |  | 110,000 |  |  | 8,388 | (15) | 05/15/05 |
|  |  |  |  | 260,000 |  |  |  |  |  |

32

The Retail Property Trust, subsidiary: |  |  |  |  |  |  |  |  |  |  |
Unsecured Notes — CPI 3 |  | 7.75 | % |  | 150,000 |  |  | 11,625 | (15) | 08/15/04 |
Unsecured Notes — CPI 4 |  | 7.18 | % |  | 75,000 |  |  | 5,385 | (15) | 09/01/13 |
Unsecured Notes — CPI 5 |  | 7.88 | % |  | 250,000 |  |  | 19,688 | (15) | 03/15/16 |
|  |  |  |  | 475,000 |  |  |  |  |  |
| Total Consolidated Unsecured Indebtedness |  |  |  | $ | 6,075,680 |  |  |  |  |  |
| Total Consolidated Indebtedness at Face Amounts |  |  |  | $ | 10,255,065 |  |  |  |  |  |
| Fair Value Interest Rate Swaps |  |  |  |  | 1,195 | (28) |  |  |  |  |
| Net Premium on Indebtedness |  |  |  |  | 36,591 |  |  |  |  |  |
| Net Discount on Indebtedness |  |  |  |  | (26,463 | ) |  |  |  |  |
| Total Consolidated Indebtedness |  |  |  | $ | 10,266,388 | (23) |  |  |  |  |
Joint Venture Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Secured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Simon Property Group, LP: |  |  |  |  |  |  |  |  |  |  |
Apple Blossom Mall |  | 7.99 | % | $ | 39,567 |  | $ | 3,607 |  | 09/10/09 |
Atrium at Chestnut Hill |  | 6.89 | % |  | 47,812 |  |  | 3,880 |  | 03/11/11 | (30)
Auburn Mall |  | 7.99 | % |  | 46,322 |  |  | 4,222 |  | 09/10/09 |
Aventura Mall — A |  | 6.55 | % |  | 141,000 |  |  | 9,231 | (2) | 04/06/08 |
Aventura Mall — B |  | 6.60 | % |  | 25,400 |  |  | 1,675 | (2) | 04/06/08 |
Aventura Mall — C |  | 6.89 | % |  | 33,600 |  |  | 2,314 | (2) | 04/06/08 |
Avenues, The |  | 5.29 | % |  | 79,260 |  |  | 5,325 |  | 04/01/13 |
Bangor Mall |  | 7.06 | % |  | 24,051 |  |  | 2,302 |  | 12/01/07 |
Cape Cod Mall |  | 6.80 | % |  | 97,222 |  |  | 7,821 |  | 03/11/11 |
Circle Centre Mall |  | 5.02 | % |  | 79,268 |  |  | 5,165 |  | 04/11/13 |
Clay Terrace Partners |  | 2.87 | % (1) |  | 22,847 |  |  | 656 | (2) | 02/15/04 |
CMBS Loan — Fixed (encumbers 13 Properties) |  | 7.52 | % |  | 357,100 | (19) |  | 26,871 | (2) | 05/15/06 |
CMBS Loan — 1 Floating (encumbers 13 Properties) |  | 1.53 | % (1) |  | 186,500 | (19) |  | 2,853 | (2) | 05/15/06 |
CMBS Loan — 2 Floating (encumbers 13 Properties) |  | 1.49 | % (1) |  | 81,400 | (19) |  | 1,212 | (2) | 05/15/06 |
Cobblestone Court |  | 7.64 | % |  | 6,178 | (20) |  | 472 | (2) | 01/01/06 |
Crystal Court |  | 7.64 | % |  | 4,044 | (20) |  | 309 | (2) | 01/01/06 |
Crystal Mall |  | 5.62 | % |  | 104,344 |  |  | 7,319 |  | 09/11/12 | (30)
Dadeland Mall |  | 6.75 | % |  | 196,290 |  |  | 15,566 |  | 02/11/12 | (30)
Emerald Square Mall |  | 5.13 | % |  | 143,548 |  |  | 9,479 |  | 03/01/13 |
European Retail Enterprises — Fixed Components |  | 6.49 | % |  | 72,363 |  |  | 10,821 |  | 01/17/13 |
European Retail Enterprises — Variable Components |  | 4.27 | % (29) |  | 188,834 |  |  | 11,428 |  | 09/05/13 |
Fairfax Court |  | 7.64 | % |  | 10,318 | (20) |  | 788 | (2) | 01/01/06 |
Fashion Centre Pentagon Retail |  | 6.63 | % |  | 163,085 |  |  | 12,838 |  | 09/11/11 | (30)
Fashion Centre Pentagon Office |  | 2.62 | % (1) |  | 33,000 |  |  | 865 | (2) | 09/10/04 |
Fashion Valley Mall — 1 |  | 6.49 | % |  | 166,263 |  |  | 13,255 |  | 10/11/08 | (30)
Fashion Valley Mall — 2 |  | 6.58 | % |  | 29,124 |  |  | 1,915 | (2) | 10/11/08 | (30)
Florida Mall, The |  | 7.55 | % |  | 262,948 |  |  | 22,766 |  | 12/10/10 |
Galleria Commerciali Italia |  | 3.30 | % (33) |  | 618,294 |  |  | 20,405 | (2) | 06/22/05 | (3)
Gaitway Plaza |  | 7.64 | % |  | 7,348 | (20) |  | 561 | (2) | 01/01/06 |
Great Northeast Plaza |  | 9.04 | % |  | 16,751 |  |  | 1,744 |  | 06/01/06 |
Greendale Mall |  | 8.23 | % |  | 40,713 |  |  | 3,779 |  | 12/10/06 |
Gwinnett Place — 1 |  | 7.54 | % |  | 37,454 |  |  | 3,412 |  | 04/01/07 |
Gwinnett Place — 2 |  | 7.25 | % |  | 82,568 |  |  | 7,070 |  | 04/01/07 |
Highland Mall |  | 6.83 | % |  | 69,297 |  |  | 5,571 |  | 07/11/11 |
Houston Galleria — 1 |  | 7.93 | % |  | 217,595 |  |  | 19,684 |  | 12/01/05 | (30)
Houston Galleria — 2 |  | 2.62 | % (1) |  | 83,558 |  |  | 2,189 | (2) | 06/25/07 | (3)
Indian River Commons |  | 7.58 | % |  | 8,136 |  |  | 710 |  | 11/01/04 |
Indian River Mall |  | 7.58 | % |  | 45,145 |  |  | 3,941 |  | 11/01/04 |
King of Prussia — 1 |  | 7.49 | % |  | 192,940 |  |  | 23,183 |  | 01/01/17 |
King of Prussia — 2 |  | 8.53 | % |  | 13,259 |  |  | 1,685 |  | 01/01/17 |
Liberty Tree Mall |  | 5.22 | % |  | 35,000 |  |  | 1,827 | (2) | 10/11/13 |
Mall at Rockingham |  | 7.88 | % |  | 96,938 |  |  | 8,705 |  | 09/01/07 |
Mall at Chestnut Hill |  | 8.45 | % |  | 14,696 |  |  | 1,396 |  | 02/02/10 |

33

Mall of America |  | 1.65 | % (21) |  | 278,429 |  |  | 4,608 | (2) | 03/10/05 | (3)
MOA Entertainment |  | 1.65 | % (21) |  | 33,571 |  |  | 556 | (2) | 03/10/05 | (3)
Mall of Georgia |  | 7.09 | % |  | 200,000 |  |  | 14,180 | (2) | 07/01/10 |
Mall of Georgia Crossing |  | 3.12 | % (1) |  | 33,214 |  |  | 2,824 |  | 06/09/06 |
Mall of New Hampshire — 1 |  | 6.96 | % |  | 100,395 |  |  | 8,345 |  | 10/01/08 | (30)
Mall of New Hampshire — 2 |  | 8.53 | % |  | 8,239 |  |  | 786 |  | 10/01/08 |
Metrocenter |  | 8.45 | % |  | 28,777 |  |  | 3,031 |  | 02/28/08 |
Miami International Mall |  | 5.35 | % |  | 97,500 |  |  | 5,216 | (2) | 10/01/13 |
Montgomery Mall |  | 7.48 | % |  | 27,000 |  |  | 2,020 | (2) | 08/10/06 |
Montreal Forum — Canada |  | 5.76 | % (22) |  | 43,159 |  |  | 2,486 | (2) | 08/08/06 | (3)
Northfield Square |  | 3.62 | % (25) |  | 34,670 |  |  | 1,255 | (2) | 04/01/04 |
Northshore Mall |  | 9.05 | % |  | 161,000 |  |  | 14,571 | (2) | 05/14/04 |
Quaker Bridge Mall |  | 7.03 | % |  | 24,077 |  |  | 2,407 |  | 04/01/16 |
Plaza at Buckland Hills, The |  | 7.64 | % |  | 17,678 | (20) |  | 1,351 | (2) | 01/01/06 |
Ridgewood Court |  | 7.64 | % |  | 7,978 | (20) |  | 610 | (2) | 01/01/06 |
Royal Eagle Plaza |  | 7.64 | % |  | 7,920 | (20) |  | 605 | (2) | 01/01/06 |
Seminole Towne Center |  | 3.62 | % (26) |  | 69,355 |  |  | 3,445 |  | 07/01/05 | (3)
Shops at Sunset Place, The |  | 4.12 | % (1) |  | 95,315 |  |  | 3,927 | (2) | 10/15/04 |
Smith Haven Mall |  | 7.86 | % |  | 115,000 |  |  | 9,039 | (2) | 06/01/06 |
Solomon Pond |  | 3.97 | % |  | 114,000 |  |  | 6,505 |  | 08/01/13 |
Source, The |  | 6.65 | % |  | 124,000 |  |  | 8,246 | (2) | 03/11/09 |
Square One |  | 6.73 | % |  | 93,363 |  |  | 7,380 |  | 03/11/12 |
Town Center at Cobb — 1 |  | 7.54 | % |  | 47,718 |  |  | 4,347 |  | 04/01/07 |
Town Center at Cobb — 2 |  | 7.25 | % |  | 62,837 |  |  | 5,381 |  | 04/01/07 |
Village Park Plaza |  | 7.64 | % |  | 8,482 | (20) |  | 648 | (2) | 01/01/06 |
West Town Corners |  | 7.64 | % |  | 10,328 | (20) |  | 789 | (2) | 01/01/06 |
West Town Mall |  | 6.90 | % |  | 76,000 |  |  | 5,244 | (2) | 05/01/08 | (30)
Westchester, The — 1 |  | 8.74 | % |  | 144,712 |  |  | 14,478 |  | 09/01/05 |
Westchester, The — 2 |  | 7.20 | % |  | 51,178 |  |  | 4,399 |  | 09/01/05 |
Westin Hotel — NYC |  | 3.87 | % (1) |  | 182,500 |  |  | 7,063 | (2) | 06/05/06 |
Westland Park Plaza |  | 7.64 | % |  | 4,950 | (20) |  | 378 | (2) | 01/01/06 |
Whitehall Mall |  | 6.77 | % |  | 14,149 |  |  | 1,282 |  | 11/01/08 |
Willow Knolls Court |  | 7.64 | % |  | 6,488 | (20) |  | 496 | (2) | 01/01/06 |
Woodland Hills Mall |  | 7.00 | % |  | 85,244 |  |  | 7,185 |  | 01/01/09 | (30)
Yards Plaza, The |  | 7.64 | % |  | 8,270 | (20) |  | 632 | (2) | 01/01/06 |
| Total Joint Venture Secured Indebtedness at Face Amounts |  |  |  | $ | 6,638,876 |  |  |  |  |  |
| Net Premium on Indebtedness |  |  |  | $ | 4,176 |  |  |  |  |  |
| Total Joint Venture Indebtedness |  |  |  | $ | 6,643,052 | (27) |  |  |  |  |

(Footnotes on following page)

34

(Footnotes for preceding pages)

(1)
  Variable rate loans based on LIBOR plus interest rate spreads ranging from 37 bps to 300 bps. LIBOR as of December 31, 2003 was 1.12%.
(2)
  Requires monthly payment of interest only.
(3)
  Includes applicable extension available at the Operating Partnership's option.
(4)
  Loans secured by these eleven Properties are cross-collateralized and cross-defaulted.
(5)
  Loans secured by these three Properties are cross-collateralized and cross-defaulted.
(6)
  Secured by cross-collateralized and cross-defaulted mortgages encumbering seven of the Properties (Bay Park Square, Boardman Plaza, Cheltenham Square, De Soto Square, Upper Valley Mall, Washington Square, and West Ridge Mall).
(7)
  LIBOR + 0.405%, through an interest rate protection agreement is effectively fixed at an all-in-one rate of 6.200%.
(8)
  Loans secured by these three Properties are cross-collateralized and cross-defaulted.
(9)
  Euribor + 0.600%. Euros 200 million term loan. As of December 31, 2003, Euros 37 million available after outstanding borrowings.
(10)
  Loans secured by these three Properties are cross-collateralized.
(11)
  Loans secured by these four Properties are cross-collateralized.
(12)
  LIBOR + .8000% through November 15, 2004 at which time callable at our option or remarketed and resold via a competitive bid proces.
(13)
  LIBOR + 2.750%, with LIBOR capped at 6.500%.
(14)
  Lender also participates in a percentage of certain gross receipts above a specified base.
(15)
  Requires semi-annual payments of interest only.
(16)
  $1,250,000 Credit Facility. Currently, bears interest at LIBOR + 0.650% and provides for different pricing based upon the Operating Partnership's investment grade rating. Two interest rate caps currently limit LIBOR on $90,000 and $49,023 of this indebtedness to 11.530% and 12.664% respectively. As of December 31, 2003, $898,018 was available after outstanding borrowings and letters of credit. As of December 31, 2003, Euros 48.5 million was drawn on the EURO sub-tranche.
(17)
  The MOPPRS have an actual maturity of June 15, 2028, but are subject to mandatory tender on June 15, 2008.
(18)
  LIBOR + 1.150% with LIBOR capped at 8.100%.
(19)
  These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen Properties (Eastland Mall, Empire East, Empire Mall, Granite Run Mall, Mesa Mall, Lake Square, Lindale Mall, Northpark Mall, Southern Hills Mall, Southpark Mall, Southridge Mall, Rushmore Mall, and Valley Mall). A weighted average rate is used for each component. The floating components have interest protection agreements which caps LIBOR at 10.630% and 11.830% respectively.
(20)
  Loans secured by these twelve Properties are cross-collateralized and cross-defaulted.
(21)
  LIBOR + 0.5348%, with LIBOR capped at 8.716%.
(22)
  Canadian Prime + 3.000%.
(23)
  Our share of consolidated indebtedness was $10,141,126.
(24)
  Loans secured by these four Properties are cross-collateralized and cross-defaulted.
(25)
  LIBOR + 2.500%, with LIBOR capped at 8.500%.
(26)
  LIBOR + 2.500%, with LIBOR capped at 8.000%.
(27)
  Our share of joint venture indebtedness was $2,739,630.
(28)
  Represents the fair market value of interest rate swaps entered into by the Operating Partnership.
(29)
  EURIBOR + 2.169%
(30)
  The maturity date shown represents the Anticipated Maturity Date of the loan which is typically 10-20 years earlier than the stated Maturity Date of the loan. Should the loan not be repaid at the Anticipated Repayment Date the applicable interest rate shall increase as specified in each loan agreement.
(31)
  LIBOR + 2.000%, with LIBOR floor at 1.800%.
(32)
  Loans secured by these three Properties are cross-collateralized and cross-defaulted.
(33)
  Debt is denominated in Euros and bears interest at Euribor + 1.200%. Debt consists of a Euros 400 million tranche which is fully drawn and a Euros 100 million tranche facility of which Euros 32.4 million is drawn.
(34)
  Simultaneous with the issuance of this loan, the Operating Partnership entered into a $70 million notional amount variable rate swap agreement which is designated as a hedge against this loan. As of December 31, 2003, after including the impacts of this swap, the terms of the loan are effectively $150 million fixed at 3.60% and $70 million variable rate at 1.16%.

35

Item 3. Legal Proceedings

Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al. On or about November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties.

Trial on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In the Order, the court found that certain entities and individuals, breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remits to us the sum of $81.38 million within nine months of the Order. The court further held that we must disgorge all net profits that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court has appointed a Special Master to determine net profits. The court also held that the current day-to-day management of the Mall remains unchanged unless and until Triple Five purchases our interest in the Mall.

We disagree with many aspects of the Order and have appealed the Order to the United States Court of Appeals for the Eighth Circuit. We are currently working with the Special Master appointed by the court. It is not possible to provide an assurance of the ultimate outcome of the litigation.

As a result of the Order, we recorded a $6.0 million loss that is included in "Gain (loss) on sales of assets and other, net" in the accompanying statements of operations and comprehensive income, reflecting our estimate of the financial impact to us from complying with the Order and we have ceased recording any contribution to either net income or Funds from Operations ("FFO") from Mall of America.

We are currently not subject to any other material litigation other than routine litigation, claims and administrative proceedings arising in the ordinary course of business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations.

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

None.

36

Part II

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

Market Information

Our common stock trades on the New York Stock Exchange under the symbol "SPG". The quarterly price range on the NYSE for the shares and the distributions declared per share for each quarter in the last two fiscal years are shown below:

|  | High |  | Low |  | Close |  | Declared Distribution
--- | --- | --- | --- | --- | --- | --- | --- | ---
2003 |  |  |  |  |  |  |  |  |
1st Quarter |  | 37.18 |  | 31.70 |  | 35.83 |  | $ | 0.60
2nd Quarter |  | 40.04 |  | 35.85 |  | 39.03 |  | $ | 0.60
3rd Quarter |  | 43.96 |  | 38.59 |  | 43.58 |  | $ | 0.60
4th Quarter |  | 48.59 |  | 43.58 |  | 46.34 |  | $ | 0.60
2002 |  |  |  |  |  |  |  |  |
1st Quarter |  | 33.07 |  | 28.80 |  | 32.63 |  | $ | 0.525
2nd Quarter |  | 36.95 |  | 32.52 |  | 36.84 |  | $ | 0.550
3rd Quarter |  | 36.84 |  | 29.40 |  | 35.73 |  | $ | 0.550
4th Quarter |  | 35.81 |  | 31.00 |  | 34.07 |  | $ | 0.550

There is no established public trading market for Simon Property's Class B common stock or Class C common stock. Distributions per share of the Class B and Class C common stock are identical to the common stock.

Holders

The number of holders of record of common stock outstanding was 2,239 as of February 12, 2004. The Class B common stock is held entirely by a voting trust to which Melvin Simon, Herbert Simon, David Simon and certain of their affiliates are parties and is exchangeable on a one-for-one basis into shares of common stock, and the Class C common stock is held entirely by NID Corporation, the successor corporation of Edward J. DeBartolo Corporation, and is also exchangeable on a one-for-one basis into shares of common stock.

Distributions

Simon Property qualifies as a REIT under the Code. To maintain our status as a REIT, we are required each year to distribute to our shareholders at least 90% of our taxable income after certain adjustments. Future distributions are determined in the discretion of the Board of Directors and will depend on our actual cash flow, financial condition, capital requirements, the annual REIT distribution requirements and such other factors as our Board of Directors deem relevant.

Simon Property offers an Automatic Dividend Reinvestment Plan for its common shares that allows shareholders, at their election, to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

We issued 3,328,540 shares of Series H Variable Rate Preferred Stock on December 15, 2003 to a single institutional investor for cash proceeds in the amount of $83.2 million. We used a portion of the proceeds to fund the redemption of our 6.5% Series B Convertible Preferred Stock which were called for redemption on December 15, 2003. The Series H Preferred Stock was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 4(2) regarding private transactions.

Item 6. Selected Financial Data

The information required by this item is incorporated herein by reference to the Selected Financial Data section of the 2003 Annual Report to Shareholders filed as Exhibit 13.1 to this Form 10-K.

37

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

The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the 2003 Annual Report to Shareholders filed as Exhibit 13.1 to this Form 10-K.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the 2003 Annual Report to Shareholders under the caption "Liquidity and Capital Resources—Market Risk", filed as Exhibit 13.1 to this Form 10-K.

Item 8. Financial Statements and Supplementary Data

Reference is made to the Index to Financial Statements contained in Item 15.

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

None

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation under the supervision and with participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as that date.

Changes in Internal Control Over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the fourth quarter of 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

38

Part III

Item 10. Directors and Executive Officers of the Registrant

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

Item 13. Certain Relationships and Related Transactions

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

Item 14. Principal Accounting Fees and Services

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

39

PART IV

Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)
  (1) Financial Statements

Simon Property Group, Inc.'s financial statements and independent auditors' reports are incorporated herein by reference to the financial statements and independent auditors' reports in the 2003 Annual Report to Shareholders, filed as Exhibit 13.1 to this Form 10-K.

|  |  |  |  |  | Page No.
--- | --- | --- | --- | --- | --- | ---
|  | (2) |  | Financial Statement Schedules |  |
|  |  |  | Report of Independent Public Accountants |  | 43
|  |  |  | Simon Property Group, Inc. Schedule III — Schedule of Real Estate and Accumulated Depreciation |  | 44
|  |  |  | Notes to Combined Schedule III |  | 49
|  | (3) |  | Exhibits |  |
|  |  |  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item. |  | 50
(b) |  | Reports on Form 8-K |  |
|  |  |  | Two Form 8-Ks were filed or furnished during the fourth quarter ended December 31, 2003. |  |
|  |  |  | On October 8, 2003 under Item 5 — Other Events and Regulation FD Disclosure, Simon Property issued a press release announcing that its joint tender offer with Westfield America, Inc. for all outstanding common shares of Taubman Centers, Inc was being withdrawn. A copy of Simon Property's press release was attached as an exhibit. |  |
|  |  |  | On October 31, 2003 under Item 9 — Regulation FD Disclosure, Simon Property reported that it made available additional ownership and operational information concerning Simon Property, the Operating Partnership, and the properties owned or managed as of September 30, 2003, in the form of a Supplemental Information Package. A copy of the package was included as an exhibit to the 8-K filing. In addition, under Item 12 — Results of Operation and Financial Condition, Simon Property reported that, on October 30, 2003, it issued a press release containing information on earnings as of September 30, 2003 and other matters. A copy of the press release was included as an exhibit. |  |

40

SIGNATURES

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

| SIMON PROPERTY GROUP, INC.
| By | /s/ David Simon David Simon Chief Executive Officer

March 12, 2004

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

Signature |  | Capacity |  | Date
--- | --- | --- | --- | ---
/s/ David Simon David Simon |  | Chief Executive Officer And Director (Principal Executive Officer) |  | March 12, 2004
/s/ Herbert Simon Herbert Simon |  | Co-Chairman of the Board of Directors |  | March 12, 2004
/s/ Melvin Simon Melvin Simon |  | Co-Chairman of the Board of Directors |  | March 12, 2004
/s/ Richard S. Sokolov Richard S. Sokolov |  | President, Chief Operating Officer and Director |  | March 12, 2004
/s/ Birch Bayh Birch Bayh |  | Director |  | March 12, 2004
/s/ Melvyn E. Bergstein Melvyn E. Bergstein |  | Director |  | March 12, 2004
/s/ Linda Walker Bynoe Linda Walker Bynoe |  | Director |  | March 12, 2004
/s/ Pieter S. van den Berg Pieter S. van den Berg |  | Director |  | March 12, 2004

41

/s/ G. William Miller G. William Miller |  | Director |  | March 12, 2004
/s/ Fredrick W. Petri Fredrick W. Petri |  | Director |  | March 12, 2004
/s/ J. Albert Smith, Jr. J. Albert Smith, Jr. |  | Director |  | March 12, 2004
/s/ Philip J. Ward Philip J. Ward |  | Director |  | March 12, 2004
/s/ M. Denise DeBartolo York M. Denise DeBartolo York |  | Director |  | March 12, 2004
/s/ Stephen E. Sterrett Stephen E. Sterrett |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | March 12, 2004
/s/ John Dahl John Dahl |  | Senior Vice President (Principal Accounting Officer) |  | March 12, 2004

42

REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

To the Board of Directors of
Simon Property Group, Inc.:

We have audited the consolidated financial statements of Simon Property Group, Inc. and subsidiaries as of December 31, 2003, and for the year then ended, and have issued our report thereon dated February 5, 2004 (included elsewhere in this Form 10-K). Our audit also included the accompanying "Schedule III: Real Estate and Accumulated Depreciation" as of December 31, 2003, for Simon Property Group, Inc. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

ERNST & YOUNG LLP

Indianapolis, Indiana
February 5, 2004

43

SCHEDULE III

SIMON PROPERTY GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(Dollars in thousands)

|  |  |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Name, Location |  | Encumbrances |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Total (1) |  | Accumulated Depreciation (2) |  | Date of Construction
Regional Malls |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alton Square, Alton, IL |  | $ | 0 |  | $ | 154 |  | $ | 7,641 |  | $ | 0 |  | $ | 10,556 |  | $ | 154 |  | $ | 18,197 |  | $ | 18,351 |  | 5,660 |  | 1993 (Note 4)
Anderson Mall, Anderson, SC |  |  | 29,763 |  |  | 1,712 |  |  | 15,227 |  |  | 1,363 |  |  | 8,176 |  |  | 3,075 |  |  | 23,403 |  |  | 26,478 |  | 7,385 |  | 1972
Arsenal Mall, Watertown, MA |  |  | 34,773 |  |  | 15,505 |  |  | 47,680 |  |  | 0 |  |  | 813 |  |  | 15,505 |  |  | 48,493 |  |  | 63,998 |  | 5,824 |  | 1999 (Note 4)
Aurora Mall, Aurora, CO |  |  | 0 |  |  | 11,400 |  |  | 55,692 |  |  | 6 |  |  | 5,831 |  |  | 11,406 |  |  | 61,523 |  |  | 72,929 |  | 12,080 |  | 1998 (Note 4)
Barton Creek Square, Austin, TX |  |  | 0 |  |  | 2,903 |  |  | 20,699 |  |  | 7,983 |  |  | 51,409 |  |  | 10,886 |  |  | 72,108 |  |  | 82,994 |  | 20,707 |  | 1981
Battlefield Mall, Springfield, MO |  |  | 100,000 |  |  | 3,919 |  |  | 27,310 |  |  | 3,225 |  |  | 40,990 |  |  | 7,144 |  |  | 68,300 |  |  | 75,444 |  | 27,477 |  | 1970
Bay Park Square, Green Bay, WI |  |  | 24,345 |  |  | 6,358 |  |  | 25,623 |  |  | 4,133 |  |  | 22,357 |  |  | 10,491 |  |  | 47,980 |  |  | 58,471 |  | 7,507 |  | 1980
Biltmore Square, Asheville, NC |  |  | 26,000 |  |  | 6,641 |  |  | 23,582 |  |  | 0 |  |  | 1,475 |  |  | 6,641 |  |  | 25,057 |  |  | 31,698 |  | 5,971 |  | 1989
Bowie Town Center, Bowie, MD |  |  | 52,700 |  |  | 2,710 |  |  | 65,044 |  |  | 235 |  |  | 5,619 |  |  | 2,945 |  |  | 70,663 |  |  | 73,608 |  | 6,627 |  | 2001
Boynton Beach Mall, Boynton Beach, FL |  |  | 0 |  |  | 22,240 |  |  | 79,226 |  |  | 0 |  |  | 14,410 |  |  | 22,240 |  |  | 93,636 |  |  | 115,876 |  | 18,008 |  | 1985
Brea Mall, Brea, CA |  |  | 0 |  |  | 39,500 |  |  | 209,202 |  |  | 0 |  |  | 8,348 |  |  | 39,500 |  |  | 217,550 |  |  | 257,050 |  | 33,238 |  | 1998 (Note 4)
Broadway Square, Tyler, TX |  |  | 0 |  |  | 11,470 |  |  | 32,439 |  |  | 0 |  |  | 6,541 |  |  | 11,470 |  |  | 38,980 |  |  | 50,450 |  | 11,469 |  | 1994 (Note 4)
Brunswick Square, Brunswick, NJ |  |  | 45,000 |  |  | 8,436 |  |  | 55,838 |  |  | 0 |  |  | 22,868 |  |  | 8,436 |  |  | 78,706 |  |  | 87,142 |  | 16,912 |  | 1973
Burlington Mall, Burlington, MA |  |  | 0 |  |  | 46,600 |  |  | 303,618 |  |  | 0 |  |  | 6,255 |  |  | 46,600 |  |  | 309,873 |  |  | 356,473 |  | 46,610 |  | 1998 (Note 4)
Castleton Square, Indianapolis, IN |  |  | 0 |  |  | 26,250 |  |  | 98,287 |  |  | 2,500 |  |  | 30,476 |  |  | 28,750 |  |  | 128,763 |  |  | 157,513 |  | 26,286 |  | 1972
Century III Mall, Pittsburgh, PA |  |  | 87,859 |  |  | 17,380 |  |  | 102,364 |  |  | 10 |  |  | 4,123 |  |  | 17,390 |  |  | 106,487 |  |  | 123,877 |  | 31,917 |  | 1979
Charlottesville Fashion Square, Charlottesville, VA |  |  | 0 |  |  | 0 |  |  | 54,738 |  |  | 0 |  |  | 11,399 |  |  | 0 |  |  | 66,137 |  |  | 66,137 |  | 11,493 |  | 1997 (Note 4)
Chautauqua Mall, Lakewood, NY |  |  | 0 |  |  | 3,257 |  |  | 9,641 |  |  | 0 |  |  | 14,816 |  |  | 3,257 |  |  | 24,457 |  |  | 27,714 |  | 6,569 |  | 1971
Cheltenham Square, Philadelphia, PA |  |  | 33,533 |  |  | 14,227 |  |  | 43,699 |  |  | 0 |  |  | 4,681 |  |  | 14,227 |  |  | 48,380 |  |  | 62,607 |  | 11,123 |  | 1981
Chesapeake Square, Chesapeake, VA |  |  | 47,000 |  |  | 11,534 |  |  | 70,461 |  |  | 0 |  |  | 5,137 |  |  | 11,534 |  |  | 75,598 |  |  | 87,132 |  | 18,198 |  | 1989
Cielo Vista Mall, El Paso, TX |  |  | 88,322 |  |  | 1,307 |  |  | 18,512 |  |  | 608 |  |  | 22,812 |  |  | 1,915 |  |  | 41,324 |  |  | 43,239 |  | 20,484 |  | 1974
College Mall, Bloomington, IN |  |  | 48,294 |  |  | 1,003 |  |  | 16,245 |  |  | 722 |  |  | 21,541 |  |  | 1,725 |  |  | 37,786 |  |  | 39,511 |  | 15,974 |  | 1965
Columbia Center, Kennewick, WA |  |  | 0 |  |  | 18,285 |  |  | 66,580 |  |  | 0 |  |  | 8,136 |  |  | 18,285 |  |  | 74,716 |  |  | 93,001 |  | 15,408 |  | 1987
Coral Square, Coral Springs, FL |  |  | 88,946 |  |  | 13,556 |  |  | 93,720 |  |  | 0 |  |  | 1,247 |  |  | 13,556 |  |  | 94,967 |  |  | 108,523 |  | 22,207 |  | 1984
Cordova Mall, Pensacola, FL |  |  | 0 |  |  | 18,633 |  |  | 75,880 |  |  | 0 |  |  | 3,419 |  |  | 18,633 |  |  | 79,299 |  |  | 97,932 |  | 14,069 |  | 1998 (Note 4)
Cottonwood Mall, Albuquerque, NM |  |  | 0 |  |  | 11,585 |  |  | 68,958 |  |  | 0 |  |  | 441 |  |  | 11,585 |  |  | 69,399 |  |  | 80,984 |  | 19,131 |  | 1996
Crossroads Mall, Omaha, NE |  |  | 44,127 |  |  | 881 |  |  | 37,263 |  |  | 409 |  |  | 30,269 |  |  | 1,290 |  |  | 67,532 |  |  | 68,822 |  | 18,546 |  | 1994 (Note 4)
Crystal River Mall, Crystal River, FL |  |  | 15,867 |  |  | 5,661 |  |  | 20,241 |  |  | 0 |  |  | 4,463 |  |  | 5,661 |  |  | 24,704 |  |  | 30,365 |  | 4,913 |  | 1990
DeSoto Square, Bradenton, FL |  |  | 38,094 |  |  | 9,380 |  |  | 52,716 |  |  | 0 |  |  | 6,655 |  |  | 9,380 |  |  | 59,371 |  |  | 68,751 |  | 13,493 |  | 1973
Eastland Mall, Tulsa, OK |  |  | 0 |  |  | 3,124 |  |  | 24,035 |  |  | 518 |  |  | 7,023 |  |  | 3,642 |  |  | 31,058 |  |  | 34,700 |  | 12,512 |  | 1986
Edison Mall, Fort Myers, FL |  |  | 0 |  |  | 11,529 |  |  | 107,381 |  |  | 0 |  |  | 6,056 |  |  | 11,529 |  |  | 113,437 |  |  | 124,966 |  | 20,756 |  | 1997 (Note 4)
Fashion Mall at Keystone at the Crossing, Indianapolis, IN |  |  | 60,518 |  |  | 0 |  |  | 120,579 |  |  | 0 |  |  | 14,379 |  |  | 0 |  |  | 134,958 |  |  | 134,958 |  | 23,223 |  | 1997 (Note 4)
Forest Mall, Fond Du Lac, WI |  |  | 17,671 |  |  | 728 |  |  | 4,498 |  |  | 0 |  |  | 7,415 |  |  | 728 |  |  | 11,913 |  |  | 12,641 |  | 4,884 |  | 1973
The Forum Shops at Caesars, Las Vegas, NV |  |  | 550,000 |  |  | 0 |  |  | 276,378 |  |  | 0 |  |  | 132,332 |  |  | 0 |  |  | 408,710 |  |  | 408,710 |  | 28,513 |  | 1992
Great Lakes Mall, Mentor, OH |  |  | 0 |  |  | 12,304 |  |  | 100,362 |  |  | 432 |  |  | 7,685 |  |  | 12,736 |  |  | 108,047 |  |  | 120,783 |  | 23,636 |  | 1961
Greenwood Park Mall, Greenwood, IN |  |  | 89,284 |  |  | 2,559 |  |  | 23,445 |  |  | 5,277 |  |  | 70,029 |  |  | 7,836 |  |  | 93,474 |  |  | 101,310 |  | 27,713 |  | 1979
Gulf View Square, Port Richey, FL |  |  | 34,260 |  |  | 13,690 |  |  | 39,997 |  |  | 2,023 |  |  | 14,761 |  |  | 15,713 |  |  | 54,758 |  |  | 70,471 |  | 11,567 |  | 1980
Haywood Mall, Greenville, SC |  |  | 0 |  |  | 11,604 |  |  | 133,893 |  |  | 6 |  |  | 1,603 |  |  | 11,610 |  |  | 135,496 |  |  | 147,106 |  | 30,029 |  | 1998 (Note 4)
Heritage Park, Midwest City, OK |  |  | 0 |  |  | 598 |  |  | 6,213 |  |  | 0 |  |  | 1,726 |  |  | 598 |  |  | 7,939 |  |  | 8,537 |  | 4,331 |  | 1978
Hutchinson Mall, Hutchinson, KS |  |  | 0 |  |  | 1,412 |  |  | 18,411 |  |  | 0 |  |  | 3,017 |  |  | 1,412 |  |  | 21,428 |  |  | 22,840 |  | 8,451 |  | 1985

44

SCHEDULE III

SIMON PROPERTY GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(Dollars in thousands)

|  |  |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Name, Location |  | Encumbrances |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Total (1) |  | Accumulated Depreciation (2) |  | Date of Construction
Independence Center, Independence, MO |  | 0 |  | 5,042 |  | 45,822 |  | 2 |  | 20,461 |  | 5,044 |  | 66,283 |  | 71,327 |  | 17,273 |  | 1994 (Note 4)
Ingram Park Mall, San Antonio, TX |  | 82,423 |  | 764 |  | 17,163 |  | 169 |  | 16,001 |  | 933 |  | 33,164 |  | 34,097 |  | 14,277 |  | 1979
Irving Mall, Irving, TX |  | 0 |  | 6,737 |  | 17,479 |  | 2,533 |  | 29,935 |  | 9,270 |  | 47,414 |  | 56,684 |  | 21,435 |  | 1971
Jefferson Valley Mall, Yorktown Heights, NY |  | 60,000 |  | 4,868 |  | 30,304 |  | 0 |  | 19,475 |  | 4,868 |  | 49,779 |  | 54,647 |  | 15,730 |  | 1983
Knoxville Center, Knoxville, TN |  | 62,415 |  | 5,006 |  | 21,965 |  | 3,712 |  | 33,986 |  | 8,718 |  | 55,951 |  | 64,669 |  | 17,869 |  | 1984
La Plaza, McAllen, TX |  | 0 |  | 1,375 |  | 9,828 |  | 6,569 |  | 30,868 |  | 7,944 |  | 40,696 |  | 48,640 |  | 11,065 |  | 1976
Lafayette Square, Indianapolis, IN |  | 0 |  | 14,251 |  | 54,589 |  | 50 |  | 12,600 |  | 14,301 |  | 67,189 |  | 81,490 |  | 15,800 |  | 1968
Laguna Hills Mall, Laguna Hills, CA |  | 0 |  | 28,074 |  | 55,689 |  | 0 |  | 4,944 |  | 28,074 |  | 60,633 |  | 88,707 |  | 11,522 |  | 1997 (Note 4)
Lakeline Mall, N. Austin, TX |  | 68,549 |  | 10,383 |  | 81,568 |  | 14 |  | 1,202 |  | 10,397 |  | 82,770 |  | 93,167 |  | 18,825 |  | 1995
Lenox Square, Atlanta, GA |  | 0 |  | 38,213 |  | 492,411 |  | 0 |  | 6,382 |  | 38,213 |  | 498,793 |  | 537,006 |  | 75,030 |  | 1998 (Note 4)
Lima Mall, Lima, OH |  | 0 |  | 7,910 |  | 35,495 |  | 0 |  | 7,923 |  | 7,910 |  | 43,418 |  | 51,328 |  | 10,413 |  | 1965
Lincolnwood Town Center, Lincolnwood, IL |  | 0 |  | 7,907 |  | 63,480 |  | 28 |  | 6,485 |  | 7,935 |  | 69,965 |  | 77,900 |  | 22,201 |  | 1990
Livingston Mall, Livingston, NJ |  | 0 |  | 30,200 |  | 105,250 |  | 0 |  | 7,068 |  | 30,200 |  | 112,318 |  | 142,518 |  | 17,282 |  | 1998 (Note 4)
Longview Mall, Longview, TX |  | 33,070 |  | 270 |  | 3,602 |  | 124 |  | 7,283 |  | 394 |  | 10,885 |  | 11,279 |  | 4,426 |  | 1978
Maplewood Mall, Minneapolis, MN |  | 0 |  | 17,119 |  | 83,477 |  | 0 |  | 726 |  | 17,119 |  | 84,203 |  | 101,322 |  | 4,712 |  | 2002 (Note 4)
Markland Mall, Kokomo, IN |  | 23,397 |  | 0 |  | 7,568 |  | 0 |  | 7,133 |  | 0 |  | 14,701 |  | 14,701 |  | 4,884 |  | 1968
Mc Cain Mall, N. Little Rock, AR |  | 40,729 |  | 0 |  | 9,515 |  | 0 |  | 9,221 |  | 0 |  | 18,736 |  | 18,736 |  | 10,732 |  | 1973
Melbourne Square, Melbourne, FL |  | 36,595 |  | 15,762 |  | 55,891 |  | 0 |  | 12,357 |  | 15,762 |  | 68,248 |  | 84,010 |  | 13,136 |  | 1982
Menlo Park Mall, Edison, NJ |  | 0 |  | 65,684 |  | 223,252 |  | 0 |  | 18,295 |  | 65,684 |  | 241,547 |  | 307,231 |  | 43,009 |  | 1997 (Note 4)
Midland Park Mall, Midland, TX |  | 34,157 |  | 687 |  | 9,213 |  | 0 |  | 9,300 |  | 687 |  | 18,513 |  | 19,200 |  | 7,761 |  | 1980
Miller Hill Mall, Duluth, MN |  | 0 |  | 2,537 |  | 18,092 |  | 0 |  | 21,141 |  | 2,537 |  | 39,233 |  | 41,770 |  | 14,564 |  | 1973
Muncie Mall, Muncie, IN |  | 0 |  | 172 |  | 5,849 |  | 52 |  | 23,258 |  | 224 |  | 29,107 |  | 29,331 |  | 8,648 |  | 1970
Nanuet Mall, Nanuet, NY |  | 0 |  | 27,548 |  | 162,993 |  | 0 |  | 2,119 |  | 27,548 |  | 165,112 |  | 192,660 |  | 24,889 |  | 1998 (Note 4)
North East Mall, Hurst, TX |  | 140,000 |  | 912 |  | 13,340 |  | 19,010 |  | 141,380 |  | 19,922 |  | 154,720 |  | 174,642 |  | 30,563 |  | 1971
Northgate Mall, Seattle, WA |  | 0 |  | 28,626 |  | 115,992 |  | 0 |  | 28,729 |  | 28,626 |  | 144,721 |  | 173,347 |  | 22,968 |  | 1987
Northlake Mall, Atlanta, GA |  | 72,003 |  | 33,400 |  | 98,035 |  | 0 |  | 3,338 |  | 33,400 |  | 101,373 |  | 134,773 |  | 16,075 |  | 1998 (Note 4)
Northwoods Mall, Peoria, IL |  | 0 |  | 1,200 |  | 12,779 |  | 1,449 |  | 29,071 |  | 2,649 |  | 41,850 |  | 44,499 |  | 17,335 |  | 1983
Oak Court Mall, Memphis, TN |  | 0 |  | 15,673 |  | 57,304 |  | 0 |  | 3,998 |  | 15,673 |  | 61,302 |  | 76,975 |  | 11,569 |  | 1997 (Note 4)
Ocean County Mall, Toms River, NJ |  | 0 |  | 20,404 |  | 124,945 |  | 0 |  | 15,540 |  | 20,404 |  | 140,485 |  | 160,889 |  | 19,725 |  | 1998 (Note 4)
Orange Park Mall, Jacksonville, FL |  | 0 |  | 13,345 |  | 65,121 |  | 0 |  | 18,062 |  | 13,345 |  | 83,183 |  | 96,528 |  | 21,991 |  | 1994 (Note 4)
Orland Square, Orland Park, IL |  | 0 |  | 35,514 |  | 129,906 |  | 0 |  | 11,905 |  | 35,514 |  | 141,811 |  | 177,325 |  | 25,445 |  | 1997 (Note 4)
Oxford Valley Mall, Langhorne, PA |  | 86,418 |  | 25,391 |  | 112,312 |  | 0 |  | 35 |  | 25,391 |  | 112,347 |  | 137,738 |  | 16,789 |  | 2003 (Note 4)
Paddock Mall, Ocala, FL |  | 27,248 |  | 11,198 |  | 39,727 |  | 0 |  | 7,146 |  | 11,198 |  | 46,873 |  | 58,071 |  | 9,138 |  | 1980
Palm Beach Mall, West Palm Beach, FL |  | 54,641 |  | 11,962 |  | 112,741 |  | 0 |  | 37,095 |  | 11,962 |  | 149,836 |  | 161,798 |  | 38,185 |  | 1967
Penn Square Mall, Oklahoma City, OK |  | 71,319 |  | 2,043 |  | 156,808 |  | 0 |  | 14,607 |  | 2,043 |  | 171,415 |  | 173,458 |  | 13,642 |  | 2002 (Note 4)
Phipps Plaza, Atlanta, GA |  | 0 |  | 19,200 |  | 210,610 |  | 0 |  | 7,728 |  | 19,200 |  | 218,338 |  | 237,538 |  | 33,227 |  | 1998 (Note 4)
Port Charlotte Town Center, Port Charlotte, FL |  | 53,250 |  | 5,561 |  | 59,387 |  | 0 |  | 10,741 |  | 5,561 |  | 70,128 |  | 75,689 |  | 16,215 |  | 1989
Prien Lake Mall, Lake Charles, LA |  | 0 |  | 1,842 |  | 2,813 |  | 3,091 |  | 35,602 |  | 4,933 |  | 38,415 |  | 43,348 |  | 11,938 |  | 1972
Raleigh Springs Mall, Memphis, TN |  | 11,000 |  | 9,137 |  | 28,604 |  | 0 |  | 12,166 |  | 9,137 |  | 40,770 |  | 49,907 |  | 9,799 |  | 1971

45

SCHEDULE III

SIMON PROPERTY GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(Dollars in thousands)

|  |  |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Name, Location |  | Encumbrances |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Total (1) |  | Accumulated Depreciation (2) |  | Date of Construction
Richardson Square, Dallas, TX |  | 0 |  | 4,532 |  | 6,329 |  | 1,268 |  | 11,567 |  | 5,800 |  | 17,896 |  | 23,696 |  | 5,097 |  | 1977
Richmond Town Square, Richmond Heights, OH |  | 47,977 |  | 2,600 |  | 12,112 |  | 0 |  | 60,793 |  | 2,600 |  | 72,905 |  | 75,505 |  | 18,393 |  | 1966
River Oaks Center, Calumet City, IL |  | 0 |  | 30,884 |  | 101,224 |  | 0 |  | 6,362 |  | 30,884 |  | 107,586 |  | 138,470 |  | 18,955 |  | 1997 (Note 4)
Rockaway Townsquare, Rockaway, NJ |  | 0 |  | 46,742 |  | 212,257 |  | 0 |  | 6,784 |  | 46,742 |  | 219,041 |  | 265,783 |  | 32,734 |  | 1998 (Note 4)
Rolling Oaks Mall, San Antonio, TX |  | 0 |  | 2,577 |  | 38,609 |  | 0 |  | 2,223 |  | 2,577 |  | 40,832 |  | 43,409 |  | 17,817 |  | 1988
Roosevelt Field, Garden City, NY |  | 0 |  | 165,006 |  | 702,008 |  | 2,117 |  | 12,194 |  | 167,123 |  | 714,202 |  | 881,325 |  | 107,564 |  | 1998 (Note 4)
Ross Park Mall, Pittsburgh, PA |  | 0 |  | 23,350 |  | 90,394 |  | 0 |  | 23,830 |  | 23,350 |  | 114,224 |  | 137,574 |  | 30,172 |  | 1986
Santa Rosa Plaza, Santa Rosa, CA |  | 0 |  | 10,400 |  | 87,864 |  | 0 |  | 3,831 |  | 10,400 |  | 91,695 |  | 102,095 |  | 14,330 |  | 1998 (Note 4)
Shops at Mission Viejo Mall, Mission Viejo, CA |  | 0 |  | 9,139 |  | 54,445 |  | 7,491 |  | 144,399 |  | 16,630 |  | 198,844 |  | 215,474 |  | 38,533 |  | 1979
South Hills Village, Pittsburgh, PA |  | 0 |  | 23,453 |  | 125,840 |  | 0 |  | 6,786 |  | 23,453 |  | 132,626 |  | 156,079 |  | 23,165 |  | 1997 (Note 4)
South Shore Plaza, Braintree, MA |  | 0 |  | 101,200 |  | 301,495 |  | 0 |  | 8,280 |  | 101,200 |  | 309,775 |  | 410,975 |  | 46,814 |  | 1998 (Note 4)
Southern Park Mall, Youngstown, OH |  | 0 |  | 16,982 |  | 77,767 |  | 97 |  | 18,906 |  | 17,079 |  | 96,673 |  | 113,752 |  | 22,191 |  | 1970
Southgate Mall, Yuma, AZ |  | 0 |  | 1,817 |  | 7,974 |  | 0 |  | 3,577 |  | 1,817 |  | 11,551 |  | 13,368 |  | 4,730 |  | 1988
SouthPark Mall, Charlotte, NC |  | 0 |  | 32,141 |  | 193,686 |  | 100 |  | 63,446 |  | 32,241 |  | 257,132 |  | 289,373 |  | 12,469 |  | 2002 (Note 4)
St Charles Towne Center Waldorf, MD |  | 0 |  | 7,710 |  | 52,974 |  | 1,180 |  | 12,489 |  | 8,890 |  | 65,463 |  | 74,353 |  | 24,756 |  | 1990
Standford Shopping Center, Palo Alto, CA |  | 220,000 |  | 0 |  | 359,666 |  | 0 |  | 13 |  | 0 |  | 359,679 |  | 359,679 |  | 4,046 |  | 2003 (Note 4)
Summit Mall, Akron, OH |  | 0 |  | 15,374 |  | 51,137 |  | 0 |  | 17,006 |  | 15,374 |  | 68,143 |  | 83,517 |  | 14,732 |  | 1965
Sunland Park Mall, El Paso, TX |  | 37,229 |  | 2,896 |  | 28,900 |  | 0 |  | 3,997 |  | 2,896 |  | 32,897 |  | 35,793 |  | 14,150 |  | 1988
Tacoma Mall, Tacoma, WA |  | 131,903 |  | 38,662 |  | 125,826 |  | 0 |  | 20,300 |  | 38,662 |  | 146,126 |  | 184,788 |  | 30,866 |  | 1987
Tippecanoe Mall, Lafayette, IN |  | 56,725 |  | 2,897 |  | 8,474 |  | 5,517 |  | 35,703 |  | 8,414 |  | 44,177 |  | 52,591 |  | 20,731 |  | 1973
Town Center at Boca Raton Boca Raton, FL |  | 0 |  | 64,200 |  | 307,511 |  | 0 |  | 62,510 |  | 64,200 |  | 370,021 |  | 434,221 |  | 55,230 |  | 1998 (Note 4)
Towne East Square, Wichita, KS |  | 72,448 |  | 9,113 |  | 18,479 |  | 2,042 |  | 21,968 |  | 11,155 |  | 40,447 |  | 51,602 |  | 17,840 |  | 1975
Towne West Square, Wichita, KS |  | 53,952 |  | 972 |  | 21,203 |  | 76 |  | 7,185 |  | 1,048 |  | 28,388 |  | 29,436 |  | 12,477 |  | 1980
Treasure Coast Square, Jensen Beach, FL |  | 61,990 |  | 11,124 |  | 73,108 |  | 3,067 |  | 17,181 |  | 14,191 |  | 90,289 |  | 104,480 |  | 19,353 |  | 1987
Trolley Square, Salt Lake City, UT |  | 29,133 |  | 4,827 |  | 27,512 |  | 435 |  | 10,931 |  | 5,262 |  | 38,443 |  | 43,705 |  | 13,347 |  | 1986
Tyrone Square, St. Petersburg, FL |  | 0 |  | 15,638 |  | 120,962 |  | 0 |  | 15,227 |  | 15,638 |  | 136,189 |  | 151,827 |  | 28,888 |  | 1972
University Mall, Little Rock, AR |  | 0 |  | 123 |  | 17,411 |  | 0 |  | 760 |  | 123 |  | 18,171 |  | 18,294 |  | 7,753 |  | 1967
University Mall, Pensacola, FL |  | 0 |  | 4,706 |  | 26,657 |  | 0 |  | 4,136 |  | 4,706 |  | 30,793 |  | 35,499 |  | 8,926 |  | 1994
University Park Mall, Mishawaka, IN |  | 58,799 |  | 15,105 |  | 61,283 |  | 0 |  | 14,036 |  | 15,105 |  | 75,319 |  | 90,424 |  | 66,375 |  | 1996 (Note 4)
Upper Valley Mall, Springfield, OH |  | 30,314 |  | 8,421 |  | 38,745 |  | 0 |  | 3,353 |  | 8,421 |  | 42,098 |  | 50,519 |  | 9,901 |  | 1979
Valle Vista Mall, Harlingen, TX |  | 39,076 |  | 1,398 |  | 17,159 |  | 372 |  | 10,977 |  | 1,770 |  | 28,136 |  | 29,906 |  | 11,003 |  | 1983
Virginia Center Commons, Richmond, VA |  | 0 |  | 9,764 |  | 50,547 |  | 4,149 |  | 6,516 |  | 13,913 |  | 57,063 |  | 70,976 |  | 13,638 |  | 1991
Walt Whitman Mall, Huntington Station, NY |  | 0 |  | 51,700 |  | 111,258 |  | 3,789 |  | 33,804 |  | 55,489 |  | 145,062 |  | 200,551 |  | 29,942 |  | 1998 (Note 4)
Washington Square, Indianapolis, IN |  | 32,862 |  | 17,201 |  | 41,248 |  | 100 |  | 14,501 |  | 17,301 |  | 55,749 |  | 73,050 |  | 13,055 |  | 1974
West Ridge Mall, Topeka, KS |  | 43,392 |  | 5,514 |  | 34,132 |  | 197 |  | 6,175 |  | 5,711 |  | 40,307 |  | 46,018 |  | 14,251 |  | 1988
Westminster Mall, Westminster, CA |  | 0 |  | 43,464 |  | 84,709 |  | 0 |  | 12,316 |  | 43,464 |  | 97,025 |  | 140,489 |  | 14,706 |  | 1998 (Note 4)
White Oaks Mall, Springfield, IL |  | 48,563 |  | 3,024 |  | 35,692 |  | 2,413 |  | 23,640 |  | 5,437 |  | 59,332 |  | 64,769 |  | 15,895 |  | 1977
Wolfchase Galleria, Memphis, TN |  | 74,437 |  | 16,470 |  | 128,909 |  | 0 |  | 8,375 |  | 16,470 |  | 137,284 |  | 153,754 |  | 17,730 |  | 2002 (Note 4)
Woodville Mall, Northwood, OH |  | 0 |  | 1,818 |  | 4,244 |  | 0 |  | 1,592 |  | 1,818 |  | 5,836 |  | 7,654 |  | 2,241 |  | 1969

46

SCHEDULE III

SIMON PROPERTY GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(Dollars in thousands)

|  |  |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Name, Location |  | Encumbrances |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Total (1) |  | Accumulated Depreciation (2) |  | Date of Construction
Community Shopping Centers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Arboretum, The, Austin, TX |  | 0 |  | 7,640 |  | 36,778 |  | 71 |  | 6,230 |  | 7,711 |  | 43,008 |  | 50,719 |  | 6,442 |  | 1998 (Note 4)
Bloomingdale Court, Bloomingdale, IL |  | 28,695 |  | 8,748 |  | 26,184 |  | 0 |  | 3,832 |  | 8,748 |  | 30,016 |  | 38,764 |  | 8,689 |  | 1987
Boardman Plaza, Youngstown, OH |  | 17,907 |  | 8,189 |  | 26,355 |  | 0 |  | 6,173 |  | 8,189 |  | 32,528 |  | 40,717 |  | 7,398 |  | 1951
Bridgeview Court, Bridgeview, IL |  | 0 |  | 245 |  | 3,638 |  | 0 |  | 836 |  | 245 |  | 4,474 |  | 4,719 |  | 1,835 |  | 1988
Brightwood Plaza, Indianapolis, IN |  | 0 |  | 65 |  | 128 |  | 0 |  | 283 |  | 65 |  | 411 |  | 476 |  | 216 |  | 1965
Celina Plaza, El Paso, TX |  | 0 |  | 138 |  | 815 |  | 0 |  | 103 |  | 138 |  | 918 |  | 1,056 |  | 387 |  | 1978
Charles Towne Square, Charleston, SC |  | 0 |  | 2 |  | 1,768 |  | 425 |  | 10,636 |  | 427 |  | 12,404 |  | 12,831 |  | 2,743 |  | 1976
Chesapeake Center, Chesapeake, VA |  | 6,563 |  | 5,352 |  | 12,279 |  | 0 |  | 262 |  | 5,352 |  | 12,541 |  | 17,893 |  | 2,653 |  | 1989
Countryside Plaza, Countryside, IL |  | 0 |  | 1,243 |  | 8,507 |  | 0 |  | 1,266 |  | 1,243 |  | 9,773 |  | 11,016 |  | 4,031 |  | 1977
DeKalb Plaza, King of Prussia, PA |  | 2,711 |  | 1,975 |  | 3,484 |  | 0 |  | 0 |  | 1,975 |  | 3,484 |  | 5,459 |  | 547 |  | 2003 (Note 4)
Eastland Plaza, Tulsa, OK |  | 0 |  | 651 |  | 3,680 |  | 0 |  | 52 |  | 651 |  | 3,732 |  | 4,383 |  | 1,262 |  | 1986
Forest Plaza, Rockford, IL |  | 15,738 |  | 4,132 |  | 16,818 |  | 453 |  | 1,569 |  | 4,585 |  | 18,387 |  | 22,972 |  | 5,220 |  | 1985
Great Lakes Plaza, Mentor, OH |  | 0 |  | 1,028 |  | 2,025 |  | 0 |  | 3,616 |  | 1,028 |  | 5,641 |  | 6,669 |  | 1,656 |  | 1976
Greenwood Plus, Greenwood, IN |  | 0 |  | 1,131 |  | 1,792 |  | 0 |  | 3,718 |  | 1,131 |  | 5,510 |  | 6,641 |  | 1,753 |  | 1979
Griffith Park Plaza, Griffith, IN |  | 0 |  | 0 |  | 2,412 |  | 0 |  | 317 |  | 0 |  | 2,729 |  | 2,729 |  | 1,666 |  | 1979
Grove at Lakeland Square, The, Lakeland, FL |  | 3,750 |  | 5,237 |  | 6,016 |  | 0 |  | 1,042 |  | 5,237 |  | 7,058 |  | 12,295 |  | 1,904 |  | 1988
Henderson Square, King of Prussia, PA |  | 15,625 |  | 4,252 |  | 16,227 |  | 0 |  | 0 |  | 4,252 |  | 16,227 |  | 20,479 |  | 557 |  | 2003 (Note 4)
Highland Lakes Center, Orlando, FL |  | 16,288 |  | 7,138 |  | 25,284 |  | 0 |  | 646 |  | 7,138 |  | 25,930 |  | 33,068 |  | 5,664 |  | 1991
Ingram Plaza, San Antonio, TX |  | 0 |  | 421 |  | 1,802 |  | 4 |  | 21 |  | 425 |  | 1,823 |  | 2,248 |  | 924 |  | 1980
Keystone Shoppes, Indianapolis, IN |  | 0 |  | 0 |  | 4,232 |  | 0 |  | 888 |  | 0 |  | 5,120 |  | 5,120 |  | 858 |  | 1997 (Note 4)
Knoxville Commons, Knoxville, TN |  | 0 |  | 3,731 |  | 5,345 |  | 0 |  | 1,728 |  | 3,731 |  | 7,073 |  | 10,804 |  | 2,535 |  | 1987
Lake Plaza, Waukegan, IL |  | 0 |  | 2,577 |  | 6,420 |  | 0 |  | 744 |  | 2,577 |  | 7,164 |  | 9,741 |  | 2,003 |  | 1986
Lake View Plaza, Orland Park, IL |  | 20,921 |  | 4,775 |  | 17,543 |  | 0 |  | 8,362 |  | 4,775 |  | 25,905 |  | 30,680 |  | 6,260 |  | 1986
Lakeline Plaza, Austin, TX |  | 22,937 |  | 5,822 |  | 30,875 |  | 0 |  | 6,659 |  | 5,822 |  | 37,534 |  | 43,356 |  | 6,549 |  | 1998
Lima Center, Lima, OH |  | 0 |  | 1,808 |  | 5,151 |  | 0 |  | 4,499 |  | 1,808 |  | 9,650 |  | 11,458 |  | 1,574 |  | 1978
Lincoln Crossing, O'Fallon, IL |  | 3,167 |  | 658 |  | 2,208 |  | 0 |  | 360 |  | 658 |  | 2,568 |  | 3,226 |  | 702 |  | 1990
Lincoln Plaza, Langhorne, PA |  | 0 |  | 0 |  | 23,868 |  | 0 |  | 37 |  | 0 |  | 23,905 |  | 23,905 |  | 3,848 |  | 2003 (Note 4)
Markland Plaza, Kokomo, IN |  | 0 |  | 206 |  | 738 |  | 0 |  | 5,657 |  | 206 |  | 6,395 |  | 6,601 |  | 883 |  | 1974
Martinsville Plaza, Martinsville, VA |  | 0 |  | 0 |  | 584 |  | 0 |  | 116 |  | 0 |  | 700 |  | 700 |  | 614 |  | 1967
Matteson Plaza, Matteson, IL |  | 9,213 |  | 1,830 |  | 9,737 |  | 0 |  | 2,264 |  | 1,830 |  | 12,001 |  | 13,831 |  | 3,823 |  | 1988
Muncie Plaza, Muncie, IN |  | 7,965 |  | 341 |  | 10,509 |  | 87 |  | 190 |  | 428 |  | 10,699 |  | 11,127 |  | 2,116 |  | 1998
New Castle Plaza, New Castle, IN |  | 0 |  | 128 |  | 1,621 |  | 0 |  | 1,414 |  | 128 |  | 3,035 |  | 3,163 |  | 1,305 |  | 1966
North Ridge Plaza, Joliet, IL |  | 0 |  | 2,831 |  | 7,699 |  | 0 |  | 785 |  | 2,831 |  | 8,484 |  | 11,315 |  | 2,623 |  | 1985
Northland Plaza, Columbus, OH |  | 0 |  | 4,490 |  | 8,893 |  | 0 |  | 1,276 |  | 4,490 |  | 10,169 |  | 14,659 |  | 3,222 |  | 1988
Northwood Plaza, Fort Wayne, IN |  | 0 |  | 148 |  | 1,414 |  | 0 |  | 1,046 |  | 148 |  | 2,460 |  | 2,608 |  | 1,092 |  | 1974
Park Plaza, Hopkinsville, KY |  | 0 |  | 300 |  | 1,572 |  | 0 |  | 225 |  | 300 |  | 1,797 |  | 2,097 |  | 1,296 |  | 1968
Regency Plaza, St. Charles, MO |  | 4,318 |  | 616 |  | 4,963 |  | 0 |  | 248 |  | 616 |  | 5,211 |  | 5,827 |  | 1,376 |  | 1988
Rockaway Convenience Center Rockaway, NJ |  | 0 |  | 5,149 |  | 26,435 |  | 0 |  | 3,429 |  | 5,149 |  | 29,864 |  | 35,013 |  | 2,104 |  | 1998 (Note 4)
St. Charles Towne Plaza, Waldorf, MD |  | 27,639 |  | 8,779 |  | 18,993 |  | 0 |  | 411 |  | 8,779 |  | 19,404 |  | 28,183 |  | 6,107 |  | 1987
Shops at North East Mall, The, Hurst, TX |  | 0 |  | 12,541 |  | 28,177 |  | 402 |  | 8,685 |  | 12,943 |  | 36,862 |  | 49,805 |  | 6,731 |  | 1999

47

SCHEDULE III

SIMON PROPERTY GROUP, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(Dollars in thousands)

|  |  |  | Initial Cost (Note 3) |  | Cost Capitalized Subsequent to Acquisition (Note 3) |  | Gross Amounts At Which Carried At Close of Period |  |  |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Name, Location |  | Encumbrances |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Land |  | Buildings and Improvements |  | Total (1) |  | Accumulated Depreciation (2) |  | Date of Construction
Community Shopping Centers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Teal Plaza, Lafayette, IN |  |  | 0 |  |  | 99 |  |  | 878 |  |  | 0 |  |  | 2,928 |  |  | 99 |  |  | 3,806 |  |  | 3,905 |  |  | 1,185 |  | 1962
Terrace at The Florida Mall, Orlando, FL |  |  | 4,688 |  |  | 2,150 |  |  | 7,623 |  |  | 0 |  |  | 1,780 |  |  | 2,150 |  |  | 9,403 |  |  | 11,553 |  |  | 1,532 |  | 1989
Tippecanoe Plaza, Lafayette, IN |  |  | 0 |  |  | 246 |  |  | 440 |  |  | 305 |  |  | 4,965 |  |  | 551 |  |  | 5,405 |  |  | 5,956 |  |  | 1,994 |  | 1974
University Center, Mishawaka, IN |  |  | 0 |  |  | 2,388 |  |  | 5,214 |  |  | 0 |  |  | 887 |  |  | 2,388 |  |  | 6,101 |  |  | 8,489 |  |  | 6,005 |  | 1980
Wabash Village, West Lafayette, IN |  |  | 0 |  |  | 0 |  |  | 976 |  |  | 0 |  |  | 272 |  |  | 0 |  |  | 1,248 |  |  | 1,248 |  |  | 623 |  | 1970
Washington Plaza, Indianapolis, IN |  |  | 0 |  |  | 941 |  |  | 1,697 |  |  | 0 |  |  | 177 |  |  | 941 |  |  | 1,874 |  |  | 2,815 |  |  | 2,024 |  | 1976
Waterford Lakes, Orlando, FL |  |  | 68,000 |  |  | 8,679 |  |  | 72,836 |  |  | 0 |  |  | 11,963 |  |  | 8,679 |  |  | 84,799 |  |  | 93,478 |  |  | 13,896 |  | 1999
West Ridge Plaza, Topeka, KS |  |  | 5,567 |  |  | 1,376 |  |  | 4,560 |  |  | 0 |  |  | 1,269 |  |  | 1,376 |  |  | 5,829 |  |  | 7,205 |  |  | 1,661 |  | 1988
White Oaks Plaza, Springfield, IL |  |  | 16,987 |  |  | 3,169 |  |  | 14,267 |  |  | 0 |  |  | 795 |  |  | 3,169 |  |  | 15,062 |  |  | 18,231 |  |  | 4,267 |  | 1986
Office, Mixed-Use Properties |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Copley Place, Boston, MA |  |  | 180,836 |  |  | 147 |  |  | 378,876 |  |  | 0 |  |  | 2,900 |  |  | 147 |  |  | 381,776 |  |  | 381,923 |  |  | 14,534 |  | 2002 (Note 4)
O Hare International Center, Rosemont, IL |  |  | 0 |  |  | 125 |  |  | 47,482 |  |  | 0 |  |  | 13,015 |  |  | 125 |  |  | 60,497 |  |  | 60,622 |  |  | 17,353 |  | 1988
Riverway, Rosemont, IL |  |  | 110,000 |  |  | 8,739 |  |  | 106,462 |  |  | 16 |  |  | 14,268 |  |  | 8,755 |  |  | 120,730 |  |  | 129,485 |  |  | 36,962 |  | 1991 (Note 4)
Development Projects |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Wolf Ranch, Georgetown, TX |  |  | 0 |  |  | 25,415 |  |  | 4,130 |  |  | 0 |  |  | 0 |  |  | 25,415 |  |  | 4,130 |  |  | 29,545 |  |  | 0 |  |
St. Johns Town Center, Jacksonville, FL |  |  | 37,500 |  |  | 22,617 |  |  | 17,505 |  |  | 0 |  |  | 0 |  |  | 22,617 |  |  | 17,505 |  |  | 40,122 |  |  | 0 |  |
Firewheel Town Center, Garland, TX |  |  | 0 |  |  | 12,150 |  |  | 3,948 |  |  | 0 |  |  | 0 |  |  | 12,150 |  |  | 3,948 |  |  | 16,098 |  |  | 0 |  |
Other pre-development costs |  |  | 0 |  |  | 16,188 |  |  | 4,483 |  |  | 0 |  |  | 0 |  |  | 16,188 |  |  | 4,483 |  |  | 20,671 |  |  | 0 |  |
Other |  |  | 0 |  |  | 7,917 |  |  | 7,808 |  |  | 279 |  |  | 930 |  |  | 8,196 |  |  | 8,738 |  |  | 16,934 |  |  | 1,967 |  |
|  | $ | 4,179,385 |  | $ | 1,965,559 |  | $ | 10,556,141 |  | $ | 102,705 |  | $ | 2,210,038 |  | $ | 2,068,264 |  | $ | 12,766,179 |  | $ | 14,834,443 |  | $ | 2,482,955 |  |

48

SIMON PROPERTY GROUP, INC.
NOTES TO SCHEDULE III AS OF DECEMBER 31, 2003
(Dollars in thousands)

(1) Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2003, 2002, and 2001 are as follows:

|  | 2003 |  | 2002 |  | 2001 |
--- | --- | --- | --- | --- | --- | --- | ---
Balance, beginning of year |  | $ | 14,129,739 |  | $ | 13,095,005 |  | $ | 12,955,080 |
| Acquisitions and consolidations |  |  | 761,179 |  |  | 1,107,581 |  |  | — |
| Improvements |  |  | 377,548 |  |  | 208,257 |  |  | 245,660 |
| Disposals and abandonments |  |  | (434,023 | ) |  | (281,104 | ) |  | (58,735 | )
| Impairment Write-Down |  |  | — |  |  | — |  |  | (47,000 | )
Balance, close of year |  | $ | 14,834,443 |  | $ | 14,129,739 |  | $ | 13,095,005 |

The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2003 was $10,740,729.

(2) Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2003, 2002, and 2001 are as follows:

|  | 2003 |  | 2002 |  | 2001 |
--- | --- | --- | --- | --- | --- | --- | ---
Balance, beginning of year |  | $ | 2,168,281 |  | $ | 1,827,140 |  | $ | 1,443,127 |
| Acquisitions and consolidations |  |  | 21,111 |  |  | 16,491 |  |  | — |
| Depreciation expense |  |  | 461,546 |  |  | 417,064 |  |  | 419,841 |
| Disposals and abandonments |  |  | (167,983 | ) |  | (92,414 | ) |  | (35,828 | )
Balance, close of year |  | $ | 2,482,955 |  | $ | 2,168,281 |  | $ | 1,827,140 |

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

•
  Buildings and Improvements — typically 10 - 35 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.
•
  Tenant Inducements — shorter of lease term or useful life.

(3)
  Initial cost generally represents net book value at December 20, 1993 except for acquired properties and new developments after December 20, 1993. Cost capitalized subsequent to acquisition are generally net of related disposals.
(4)
  Not developed/constructed by Simon Property or its predecessors. The date of construction represents acquisition date.

49

INDEX TO EXHIBITS

Exhibits |  |  |  | Page
--- | --- | --- | --- | ---
3.1 |  | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Registrant on October 9, 1998). |  |
3.2 |  | Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002). |  |
3.3 |  | Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 of the Registrant's Form 10-Q filed on November 15, 1999). |  |
3.3a |  | Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1a of the Registrant's Form 10-Q filed on November 15, 1999). |  |
3.4 |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-Q filed on November 15, 1999). |  |
3.4a |  | Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2a of the Registrant's Form 10-Q filed on November 15, 1999). |  |
3.5 |  | Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series E Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.3 of the Registrant's Form 10-Q filed on November 15, 1999). |  |
3.6 |  | Certificate of Powers, Designations, Preferences and Rights of the 83/4% Series F Cumulative Redeemable Preferred Stock, $.0001 Par Value (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by the Registrant on May 9, 2001 (Reg. No. 333-60526)). |  |
3.7 |  | Certificate of Powers, Designations, Preferences and Rights of the 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $.0001 Par Value (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 filed by the Registrant on May 9, 2001 (Reg. No. 333-60526)). |  |
3.8 |  | Certificate of Powers, Designations, Preferences and Rights of the Series H Variable Rate Preferred Stock, $0.0001 Par Value. |  |
3.8a |  | Certificate of Correction Filed to Correct a Certain Error in Certificate of Powers, Designations, Preferences and Rights of the Series H Variable Rate Preferred Stock, $0.0001 Par Value. |  |
9.1 |  | Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy between MSA, on the one hand, and Melvin Simon, Herbert Simon and David Simon, on the other hand (incorporated by reference to Exhibit 9.1 of the Registrant's Annual Report on Form 10-K for 2000). |  |
10.1 |  | Credit Agreement, dated as of April 16, 2002, among Simon Property Group, L.P., the Lenders named therein, the Co-Agents named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Operating Partnership on December 5, 2002). |  |
10.2 |  | Form of the Indemnity Agreement between the Registrant and its directors and officers. (incorporated by reference to Exhibit 10.7 of the Form S-4 filed by the Registrant on August 13, 1998 (Reg. No. 333-61399)). |  |
10.3 |  | Registration Rights Agreement, dated as of September 24, 1998, by and among the Registrant and the persons named therein. (incorporated by reference to Exhibit 4.4 of the Form 8-K filed by the Registrant on October 9, 1998). |  |
10.4(a) |  | Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Appendix G to the Registrants' Definitive Proxy Statement on Schedule 14A dated April 7, 2003). |  |
10.5(a) |  | Form of Employment Agreement between Hans C. Mautner and the Companies (incorporated by reference to Exhibit 10.63 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399) ). |  |
10.6(a) |  | Form of Incentive Stock Option Agreement between the Companies and Hans C. Mautner pursuant to the Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.59 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). |  |
10.7(a) |  | Form of Nonqualified Stock Option Agreement between the Registrant and Hans C. Mautner pursuant to the Operating Partnership 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.61 of the Form S-4 filed by CPI on August 13, 1998 (Reg. No. 333-61399)). |  |
10.8(a) |  | Employment Agreement between Hans C. Mautner and Simon Global Limited (incorporated by reference to Exhibit 10.10 of the 2000 Form 10-K filed by the Registrant). |  |
10.9(a) |  | First Amendment to Employment Agreement Dated September 23, 1998 between Hans C. Mautner and the Registrant (incorporated by reference to Exhibit 10.11 of the 2000 Form 10-K filed by the Registrant). |  |
10.10(a) |  | Employment Agreement between Richard S. Sokolov, the Registrant, and Simon Property Group Administrative Services Partnership, L.P. Dated March 26, 1996 (incorporated by reference to Exhibit 10.12 of the 2000 Form 10-K filed by the Registrant). |  |
12.1 |  | Statement regarding computation of ratios. |  |

50

13.1 |  | Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements of the Registrant as contained in the Registrant's 2003 Annual Report to Shareholders. |  |
21.1 |  | List of Subsidiaries of the Company. |  |
23.1 |  | Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a of the Securities Act) |  |
23.2 |  | Consent of Ernst & Young LLP. |  |
31.1 |  | Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |
31.2 |  | Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |  |
32 |  | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |

(a)
  Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

51

QuickLinks

TABLE OF CONTENTS
Part I
Item 1. Business

Item 2. Properties

MORTGAGE AND OTHER DEBT ON PORTFOLIO PROPERTIES As of December 31, 2003 (Dollars in thousands)

Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Qualitative and Quantitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures

Part III

Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accounting Fees and Services

PART IV

Item 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

SIGNATURES
REPORT OF INDEPENDENT AUDITORS ON SCHEDULE

SCHEDULE III
SCHEDULE III
SCHEDULE III
SCHEDULE III
SCHEDULE III

INDEX TO EXHIBITS