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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, 2006

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.)

225 West Washington Street
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
7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $0.0001 par value |  | New York Stock Exchange
6% Series I Convertible Perpetual Preferred Stock, $0.0001 par value |  | New York Stock Exchange
83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value |  | New York Stock Exchange

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

Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). YES ý NO o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO ý

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. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o

Indicate by checkmark whether the Registrant is a shell company (as defined in rule 12-b of the Act). YES o NO ý

The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately $17,885 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2006.

As of January 31, 2007, Simon Property Group, Inc. had 221,575,842, 8,000 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 Stockholders are incorporated by reference into Parts I, II and IV; and portions of the Registrant's Proxy Statement in connection with its 2007 Annual Meeting of Stockholders are incorporated by reference in Part III.

Simon Property Group, Inc. and Subsidiaries
Annual Report on Form 10-K
December 31, 2006

TABLE OF CONTENTS

Item No. |  |  |  | Page No.
--- | --- | --- | --- | ---
Part I
1. |  | Business |  | 3
1A. |  | Risk Factors |  | 10
1B. |  | Unresolved Staff Comments |  | 15
2. |  | Properties |  | 15
3. |  | Legal Proceedings |  | 45
4. |  | Submission of Matters to a Vote of Security Holders |  | 45
Part II
5. |  | Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |  | 46
6. |  | Selected Financial Data |  | 47
7. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 47
7A. |  | Quantitative and Qualitative Disclosure About Market Risk |  | 47
8. |  | Financial Statements and Supplementary Data |  | 47
9. |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  | 47
9A. |  | Controls and Procedures |  | 47
9B. |  | Other Information |  | 47
Part III
10. |  | Directors, Executive Officers and Corporate Governance |  | 48
11. |  | Executive Compensation |  | 48
12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 48
13. |  | Certain Relationships and Related Transactions, and Director Independence |  | 48
14. |  | Principal Accountant Fees and Services |  | 48
Part IV
15. |  | Exhibits, and Financial Statement Schedules |  | 49
Signatures |  | 50

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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 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, development, and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle centers. As of December 31, 2006, we owned or held an interest in 286 income-producing properties in the United States, which consisted of 171 regional malls, 36 Premium Outlet centers, 69 community/lifestyle centers, and 10 other shopping centers or outlet centers in 38 states and Puerto Rico (collectively, the "Properties", and individually, a "Property"). We also own interests in five parcels of land held for future development (together with the Properties, the "Portfolio"). In the United States, we have five new properties currently under development aggregating approximately 3.5 million square feet which will open during 2007 or early 2008. Internationally, we have ownership interests in 53 European shopping centers (in France, Italy and Poland), five Premium Outlet centers in Japan, and one Premium Outlet center in Mexico. We also have begun construction on a Premium Outlet center in which we will hold a 50% interest located in South Korea and, through a joint venture arrangement, we will have a 32.5% interest in five shopping centers (four of which are under construction) in China.

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. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

We conduct our investment activities 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 strong, stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:

•
  developing new shopping centers which meet our economic criteria;
•
  renovating and/or expanding our Properties where appropriate;
•
  acquiring additional shopping centers and portfolios of other retail real estate companies that meet our investment criteria;
•
  pursuing a leasing strategy that capitalizes on the desirable location of our Properties;
•
  generating additional revenues through merchandising, marketing and promotional activities;
•
  adding mixed-use elements to our Portfolio through our asset intensification initiatives, such as multifamily, condominiums, hotel and self-storage elements at selected locations; and
•
  improving the performance of our Properties by using the economies of scale that result from our size to help control operating costs.

We cannot assure you 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 limit 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, at our discretion, invest in mortgages and other real estate interests consistent with our qualification as a REIT under the Internal Revenue Code ("Code"). We do not currently intend to invest to a significant extent in mortgages or deeds of trust; however, we hold an interest in one

3

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 if we conclude that we may benefit from the cash flow or any appreciation in the value of the property.

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, at least 75% of our gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REIT's and, in certain circumstances, interest from certain types of temporary investments. At least 95% of our income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

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.

Financing Policies

We must comply with the covenant restrictions of the 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 65%, or 60% in relation to certain debt, of total assets, as defined under the related arrangement, and secured debt to 50% of 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 our Board of Directors ("Board") determines to seek additional capital, we may raise such capital through additional equity offerings, debt financing, creating 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 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 determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. The Board 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.

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

4

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

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 gain recognition for tax purposes by the transferor. It may also be advantageous for us since certain investors may be limited in the number of shares of our capital stock that they may purchase.

If the Board determines to obtain additional debt financing, we intend to do so generally through mortgages on Properties, borrowings under our 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.

Typically, we invest in or form special purpose entities only 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, 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. We have adopted governance principles governing our affairs and the Board, as well as written charters for each of the standing Committees of the Board. In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of our Board must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon or DeBartolo families who are significant stockholders. 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 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 intend to make investments which are consistent with applicable REIT requirements of the Code, unless the Board determines that it is no longer in our best interests to qualify as a REIT. The Board 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

5

otherwise reacquire our shares or any other securities. We may engage in such activities in the future. We may issue shares of our common stock to holders of units of limited partnership interest in the Operating Partnership in future periods upon exercise of such holders' rights under the Operating Partnership agreement. We may also repurchase shares of our common stock subject to Board approval. It is our policy to not make any loans to our directors or executive officers for any purpose. We may make loans to joint ventures in which we participate.

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 the majority of our property operating, real estate tax, 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 other 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 are the manager of substantially all our Properties held as joint venture Properties and as a result we derive revenues from management fees and other services.

Other Revenues. Due to our size, tenant and vendor relationships, we also generate revenues from the activities of:

•
  Simon Brand Ventures ("Simon Brand") obtains revenues from establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances. Simon Brand revenues sources include: payment systems (including marketing fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events.
•
  Simon Business Network ("Simon Business") revenues are derived from the offering of products and property operating services, resulting from its relationships with vendors, to our tenants and others. These services include such items as waste handling, facility services, and energy services, as well as major capital expenditures such as roofing, parking lots and energy systems.

We also generate other revenues through the sale or lease of land adjacent to our Properties commonly referred to as "outlots" or "outparcels."

International Expansion. Our investments in properties that are under operation in Europe, Japan, and Mexico are conducted through joint ventures. In Europe, we have investments in partnerships with Groupe Auchan (known as Gallerie Commerciali Italia ("GCI") in Italy) and Ivanhoe Cambridge, Inc. (known as Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") in France and Poland). In Japan, our investments are in partnerships with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). Our Mexico investment is a joint venture with Sordo Madaleno y Asociados. We have also formed a joint venture in South Korea to develop a Premium Outlet Center. We

6

and our partner, Shinsegae Co., Ltd. and Shinsegae International Co., Ltd. (collectively "Shinsegae"), each own 50% of this partnership. Lastly, we have formed joint ventures with Morgan Stanley Real Estate Fund ("MSREF") and SZITIC Commercial Property Co., Ltd. ("SZITIC CP") to develop five shopping centers in China. Four of these centers are currently under construction. We account for our international joint venture activities under the equity method of accounting, 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 Properties in the United States can be utilized in retail properties abroad. There are risks inherent in international operations that may be beyond our control which are described in the following section entitled "Risk Factors."

Acquisitions

The acquisition of high quality individual properties or portfolios of properties remain an integral component of our growth strategies. On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall Property, from our partner for $252.6 million, including the assumption of $96.0 million of debt. As a result, we now own 100% of Mall of Georgia, and the property was consolidated as of the acquisition date.

During 2006, we also acquired an additional 15.3% net ownership in Simon Ivanhoe, increasing our ownership interest in this joint venture to 50% effective in the first quarter of 2006.

Dispositions

As part of our strategic plan to own high 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 and 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. We expect that any earnings dilution from the sales on our results of operations from these dispositions will be offset by the positive impact of acquisition, development and redevelopment activities.

During the year ended December 31, 2006, we disposed of three consolidated properties and one joint venture property in which we held a 50% interest and accounted for under the equity method. We received net proceeds of $52.7 million and recorded our share of a net gain on the disposals totaling $12.2 million. We do not believe the sale of these properties will have a material impact on our future results of operations or cash flows. We believe the disposition of these properties will enhance the average overall quality of our Portfolio. In addition, we also received capital transaction proceeds related to a beneficial interest that we held during 2006 in a mall partnership, which resulted in an $86.5 million gain, terminating our beneficial interests in this entity.

Competition

We consider our principal competitors to be ten other major United States or internationally publicly-held companies that own or operate regional malls, outlet centers, and other shopping centers in the United States and abroad. 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 and investments are of the same type and are within the same market area as competitor 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 Properties compete against other forms of retailing, such as catalog and e-commerce websites, that offer retail products and services.

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 or have an interest in 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.

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Our size reduces our dependence upon individual retail tenants. Approximately 4,200 different retailers occupy more than 24,000 stores in our Properties and no retail tenant represents more than 3.8% of our Properties' total minimum rents.

Certain Activities

During the past three years, we have:

•
  issued 7,365,739 shares of common stock upon the conversion of common units of limited partnership interest in the Operating Partnership;
•
  issued 1,181,241 restricted shares of common stock, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan (the "1998 Plan");
•
  issued 1,014,066 shares of common stock upon exercise of stock options under 1998 Plan;
•
  purchased and retired 181,000 shares of common stock;
•
  purchased 3,132,700 shares of common stock in the open market;
•
  issued 12,978,795 shares of common stock in the Chelsea Property Group, Inc. ("Chelsea") acquisition;
•
  issued 222,933 shares of common stock upon the conversion of 283,907 shares of Series I Preferred Stock;
•
  repurchased 78,012 shares of Series H preferred stock in 2004;
•
  issued 1,156,039 shares of Series D preferred stock in 2004 upon the conversion of Series D preferred units and repurchased 1,156,039 shares of Series D preferred stock in 2004;
•
  redeemed all of the 1,000,000 shares of Series E preferred stock;
•
  redeemed all of the 8,000,000 shares of Series F preferred stock;
•
  issued 13,261,712 shares of Series I preferred stock in the Chelsea acquisition;
•
  issued 803,948 shares of Series I preferred stock upon the exchange of Series I preferred units;
•
  issued 796,948 shares of Series J preferred stock in the Chelsea acquisition;
•
  issued and repurchased 8,000,000 shares of Series K preferred stock in 2006;
•
  borrowed a maximum amount of $2.0 billion under our unsecured revolving credit facility; the outstanding amount of borrowings under this facility as of December 31, 2006 was $305.1 million;
•
  as a co-borrower with the Operating Partnership, borrowed $1.8 billion under an unsecured acquisition facility in connection with the Chelsea acquisition, that has been fully repaid as of December 31, 2006;
•
  provided annual reports containing financial statements certified by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.
•
  not made loans to other entities or persons, including our officers and directors, other than to certain joint venture properties;
•
  not invested in the securities of other issuers for the purpose of exercising control, other than the Operating Partnership, certain wholly-owned subsidiaries and to acquire interests in real estate;
•
  not underwritten securities of other issuers; and
•
  not engaged in the purchase and sale or turnover of investments for the purpose of trading.

Employees

At January 26, 2007, we and our affiliates employed approximately 4,300 persons at various properties and offices throughout the United States, of which approximately 1,600 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, IN and 140 were located at our Chelsea offices in Roseland, NJ.

Corporate Headquarters

Our corporate headquarters are located at 225 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/Financial Information" section of our Internet website as soon as reasonably practicable after we

8

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, Governance Committee Charter, and Executive Committee Charter.

Executive Officers of the Registrant

The following table sets forth certain information with respect to the executive officers of Simon Property as of December 31, 2006.

Name |  | Age |  | Position
--- | --- | --- | --- | ---
Melvin Simon (1) |  | 80 |  | Co-Chairman
Herbert Simon (1) |  | 72 |  | Co-Chairman
David Simon (1) |  | 45 |  | Chief Executive Officer
Richard S. Sokolov |  | 57 |  | President and Chief Operating Officer
Gary L. Lewis |  | 48 |  | Executive Vice President — Leasing
Stephen E. Sterrett |  | 51 |  | Executive Vice President and Chief Financial Officer
J. Scott Mumphrey |  | 55 |  | Executive Vice President — Property Management
John Rulli |  | 50 |  | Executive Vice President — Chief Operating Officer — Operating Properties
James M. Barkley |  | 55 |  | General Counsel; Secretary
Andrew A. Juster |  | 54 |  | 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. For biographical information of Melvin Simon, Herbert Simon, David Simon, Richard S. Sokolov, Stephen E. Sterrett, and James M. Barkley, see Item 10 of this report.

Mr. Lewis is the Executive Vice President — Leasing of Simon Property. Mr. Lewis joined Melvin Simon & Associates, Inc. ("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. 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 previously served as Executive Vice President and Chief Administrative Officer. 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. 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.

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Item 1A. Risk Factors

The following factors, among others, could cause our actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors, among others, may have a material adverse effect on our business, financial condition, operating results and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. You should not consider this list to be a complete statement of all potential risks or uncertainties. Past performance should not be considered an indication of future performance.

Risks Relating to Debt and the Financial Markets

We have a substantial debt burden that could affect our future operations.

As of December 31, 2006, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled $15.3 billion, of which approximately $1.7 billion matures during 2007, including recurring principal amortization. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced if developments at the Property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the Property. Should such events occur, our operations may be adversely affected. If a Property is mortgaged to secure payment of indebtedness and income from the Property is insufficient to pay that indebtedness, the Property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

We depend on external financings for our growth and ongoing debt service requirements.

We depend primarily on external financings, principally debt financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit rating, the willingness of banks to lend to us and conditions in the capital markets in general. We cannot assure you that we will be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing available to us will be on acceptable terms.

Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.

Our outstanding senior unsecured notes and preferred stock are periodically rated by nationally recognized credit rating agencies. The credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general. Our credit rating can affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund our growth, adverse changes in our credit rating could have a negative effect on our future growth.

Our hedging interest rate protection arrangements may not effectively limit our interest rate risk.

We manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate debt, or in the case of a fair value hedge, effectively convert fixed rate debt to variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful.

Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involve costs, such as transaction fees or breakage costs.

Rising interest rates could also make our equity securities less attractive.

One of the factors that may influence the price of our equity securities in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Any significant increase in interest

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rates could lead holders of our equity securities to seek higher yields through other investments, which could adversely affect the market price of our equity securities.

Rising interest rates could adversely affect our debt service costs.

As of December 31, 2006, approximately $0.8 billion of our total consolidated debt, adjusted to reflect outstanding derivative instruments, was subject to floating interest rates. In a rising interest rate environment, these debt service costs will increase. Increased debt service costs would adversely affect our cash flow. The impact of changes in market rates of interest on the fair value of our debt and, in turn, our future earnings and cash flows appears elsewhere in this report.

Factors Affecting Real Estate Investments and Operations

We face risks associated with the acquisition, development and expansion of properties.

We regularly acquire and develop new properties and expand and redevelop existing Properties, and these activities are subject to various risks. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:

•
  construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable;
•
  we may not be able to obtain financing or to refinance construction loans on favorable terms, if at all;
•
  we may be unable to obtain zoning, occupancy or other governmental approvals;
•
  occupancy rates and rents may not meet our projections and the project may not be profitable; and
•
  we may need the consent of third parties such as anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld.

If a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Further, if we guarantee the property's financing, our loss could exceed our investment in the project.

We are subject to risks related to owning retail real estate.

We are subject to risks incidental to the ownership and operation of retail real estate. These risks include, among others:

•
  the risks normally associated with changes in the general economic climate;
•
  trends in the retail industry;
•
  creditworthiness of tenants;
•
  competition for tenants and customers;
•
  consumer confidence;
•
  impact of terrorist activities;
•
  changes in tax laws;
•
  interest and foreign currency exchange rates;
•
  the availability of financing; and
•
  potential liability under environmental and other laws.

Real estate investments are relatively illiquid.

Our Properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one or more of our Properties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a Property, we cannot assure you that we will be able to dispose of it in the desired time period or that the sales price of a Property will exceed the cost of our investment.

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Environmental Risks

As owners of real estate, we can face liabilities for environmental contamination.

Federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a Property or at impacted neighboring properties. These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. These laws and regulations may require the abatement or removal of asbestos containing materials in the event of damage, demolition or renovation, reconstruction or expansion of a Property and also govern emissions of and exposure to asbestos fibers in the air. Those laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our Properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment). The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial and could adversely affect our results of operations or financial condition but is not estimable. The presence of contamination, or the failure to remediate contamination, may also adversely affect our ability to sell, lease or redevelop a Property or to borrow using a Property as collateral.

Our efforts to identify environmental liabilities may not be successful.

Although we believe that our Portfolio is in substantial compliance with Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our Properties have been subjected to Phase I or similar environmental audits. 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 or financial condition. However, 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.

Retail Operations Risks

We are subject to risks that affect the general retail environment.

Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence and terrorist activities. Any one or more of these factors could adversely affect our results of operations or financial condition.

We may not be able to lease newly developed Properties and renew leases and relet space at existing Properties.

We may not be able to lease new Properties to an appropriate mix of tenants or for rents that are consistent with our projections. Also, when leases for our existing Properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. To the extent that our leasing plans are not achieved, our cash generated before debt repayments and capital expenditures could be adversely affected.

Some of our Properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of or a store closure by one or more of these tenants.

Regional malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our Properties could be adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations. Department store and larger store, also referred to as "big box", consolidations typically result in the closure of existing stores or duplicate or

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geographically overlapping store locations. We do not control the disposition of those department stores or larger stores that we do not own. We also may not control the vacant space that is not re-leased in those stores we do own. Other tenants may be entitled to modify the terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and could decrease rents or expense recovery charges. Additionally, major tenant closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our Properties were to decline significantly due to closing of anchors, economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.

We face potential adverse effects from tenants' bankruptcies.

Bankruptcy filings by retailers occur frequently in the course of our operations. We are continually re-leasing vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected Properties. Future tenant bankruptcies could adversely affect our Properties or impact our ability to successfully execute our re-leasing strategy.

Risks Relating to Joint Venture Properties

We have limited control with respect to some of our Properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance the Properties.

As of December 31, 2006, we owned interests in 146 income-producing properties with other parties. Of those, 19 Properties are included in our consolidated financial statements. We account for the other 127 properties under the equity method of accounting, which we refer to as joint venture properties. We serve as general partner or property manager for 58 of these 127 properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. Of these properties we do not serve as general partner or property manager, 59 are in our international joint ventures. The other owners also have other participating rights that we consider substantive for purposes of determining control over the properties' assets. The remaining joint venture properties are managed by third parties. These limitations may adversely affect our ability to sell, refinance, or otherwise operate these properties.

We guarantee debt or otherwise provide support for a number of joint venture Properties.

Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture Property. As of December 31, 2006, we have loan guarantees and other guarantee obligations to support $43.6 million and $19.0 million, respectively, of our total $3.5 billion share of joint venture mortgage and other indebtedness. A default by a joint venture under its debt obligations may expose us to liability under a guaranty or letter of credit.

Other Factors Affecting Our Business

Our Common Area Maintenance (CAM) contributions may not allow us to recover the majority of our operating expenses from tenants.

CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services, administrative, property and liability insurance costs, and security costs. We historically have used leases with variable CAM provisions that adjust to reflect inflationary increases. However, we are making a concerted effort to shift from variable to fixed CAM contributions for our cost recoveries which will fix our tenants' CAM contributions to us. As a result, our CAM contributions may not allow us to recover all operating costs and, we cannot assure you that we will succeed in our efforts to recover a substantial portion of these costs in the future.

We face a wide range of competition that could affect our ability to operate profitably.

Our Properties compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition may come from existing or future developments in the same market areas and from discount shopping centers, outlet malls, catalogues, discount shopping clubs and electronic commerce. The presence of competitive properties also affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls could also negatively affect our Properties.

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We also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for attractive tenants and qualified management.

We expect to continue to pursue international expansion opportunities that may subject us to different or greater risk from those associated with our domestic operations.

We hold interests in joint venture properties that are under operation in Europe, Japan and Mexico. We have also established arrangements to develop joint venture properties in China and South Korea, and expect to pursue additional expansion opportunities outside the United States. International development and ownership activities carry risks that are different from those we face with our domestic Properties and operations. These risks include:

•
  adverse effects of changes in exchange rates for foreign currencies;
•
  changes in foreign political environments, regionally, nationally, and locally;
•
  challenges of complying with a wide variety of foreign laws including corporate governance, operations, taxes, and litigation;
•
  differing lending practices;
•
  differences in cultures;
•
  changes in applicable laws and regulations in the United States that affect foreign operations;
•
  difficulties in managing international operations; and
•
  obstacles to the repatriation of earnings and cash.

Although our international activities currently are a relatively small portion of our business (international properties represented less than 7% of the GLA of all of our properties at December 31, 2006), to the extent that we expand our international activities, these risks could increase in significance which in turn could adversely affect our results of operations and financial condition.

Some of our potential losses may not be covered by insurance.

We maintain commercial general liability "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our Properties. One of our subsidiaries indemnifies our general liability carrier for a specific layer of losses. A similar policy written through our subsidiary also provides a portion of our initial coverage for property insurance and certain windstorm risks at the Properties located in Florida. Even insured losses could result in a serious disruption to our business and delay our receipt of revenue.

There are some types of losses, including lease and other contract claims that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenue from the Property. If this happens, we may still remain obligated for any mortgage debt or other financial obligations related to the Property.

The events of September 11, 2001 significantly affected our insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk Insurance Act (TRIA) in November of 2002, the price of terrorism insurance has steadily decreased, while the available capacity has been substantially increased. We have purchased terrorism insurance covering all Properties. The program provides limits up to $1 billion per occurrence for Certified (Foreign) acts of terrorism and $500 million per occurrence for Non-Certified (Domestic) acts of terrorism. The coverage is written on an "all risk" policy form. In December of 2005, the President signed into law the Terrorism Risk Insurance Extension Act (TRIEA) of 2005, thereby extending the federal terrorism insurance backstop through 2007. TRIEA narrows terms and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding lines of coverage for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from $5 million to $50 million during 2006 and to $100 million during 2007; and 3) increasing the deductibles and co-pays assigned to insurance companies. Upon the expiration of TRIEA in 2007, we could pay higher premiums for comparable terrorism coverage and/or obtain or be otherwise able to secure less coverage than we have currently.

Terrorist attacks may adversely affect the value of our properties.

Our higher profile Properties or markets they operate in could be potential targets for terrorism attacks, due to the large quantities of people at the Property or in the surrounding areas. Threatened or actual terrorist attacks in these high profile markets could directly or indirectly impact our Properties by resulting in lower property values, a decline in revenue, or a decline in customer traffic and, in turn, a decline in our tenants' sales.

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Inflation may adversely affect our financial condition and results of operations.

Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our overage rents, where applicable.

Risks Relating to Federal Income Taxes

Our failure to qualify as a REIT would have adverse tax consequences to us and our stockholders.

We cannot assure you that we will remain qualified as a REIT. Qualification as a REIT for federal income tax purposes is governed by highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. If we fail to qualify as a REIT and any available relief provisions do not apply:

•
  we will not be allowed a deduction for distributions to stockholders in computing our taxable income;
•
  we will be subject to corporate level income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and
•
  unless entitled to relief under relevant statutory provisions, we will also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.

As a result, net income and funds available for distribution to our stockholders will be reduced for those years in which we fail to qualify as a REIT. Also, we would no longer be required to distribute money to our stockholders. Although we currently intend to operate so as to qualify as a REIT, future economic, market, legal, tax or other considerations might cause us to revoke our REIT election.

On October 22, 2004, President Bush signed the American Jobs Creation Act which included several provisions of the REIT Improvement Act, which added some flexibility to the REIT rules. This Act provided for monetary penalties in lieu of REIT disqualification. This better matches the severity of the penalty to the REIT's error and therefore reduces the possibility of disqualification.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

United States Properties

Our Properties primarily consist of regional malls, Premium Outlet centers, community/lifestyle centers, and other properties. Our Properties contain an aggregate of approximately 200 million square feet of GLA, of which we own approximately 120.2 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in 2006 were approximately $53 billion.

Regional malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores ("Mall" stores) connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 171 regional malls are generally enclosed centers and range in size from approximately 400,000 to 2.0 million square feet of GLA. Our regional malls contain in the aggregate more than 17,800 occupied stores, including approximately 675 anchors, which are mostly national retailers.

Premium Outlet centers generally contain a wide variety of retailers located in open-air manufacturers' outlet centers. Our 36 Premium Outlet centers range in size from approximately 200,000 to 600,000 square feet of GLA. The Premium Outlet centers are generally located near metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C., and San Francisco; or within 20 miles of major tourist destinations including Palm Springs, Napa Valley, Orlando, Las Vegas, and Honolulu.

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Community/lifestyle centers are generally unenclosed and smaller than our regional malls. Our 69 community/lifestyle centers generally range in size from approximately 100,000 to 600,000 square feet of GLA. Community/lifestyle centers are designed to serve a larger trade area and typically contain anchor stores and other tenants that are usually national retailers among the leaders in their markets. These tenants generally occupy a significant portion of the GLA of the center. We also own traditional community shopping 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 own open-air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall.

We also have interests in 10 other shopping centers or outlet centers. These other Properties range in size from approximately 85,000 to 300,000 square feet of GLA. The combined other Properties represent less than 1% of our total operating income before depreciation.

The following table provides representative data for our Properties as of December 31, 2006:

|  | Regional Malls |  | Premium Outlet Centers |  | Community/ Lifestyle Centers |  | Other Properties |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
% of total Property annualized base rent |  | 80.7 | % | 12.8 | % | 6.1 | % | 0.4 | %
% of total Property GLA |  | 82.8 | % | 6.9 | % | 9.5 | % | 0.8 | %
% of Owned Property GLA |  | 76.0 | % | 11.6 | % | 11.1 | % | 1.3 | %

As of December 31, 2006, approximately 93.2% of the Mall and Freestanding Owned GLA in regional malls and the retail space of the other Properties was leased, approximately 99.4% of Owned GLA in the Premium Outlet centers was leased and approximately 93.2% of Owned GLA in the community/lifestyle centers was leased.

We own 100% of 199 of our 286 Properties, effectively control 19 Properties in which we have a joint venture interest, and hold the remaining 68 Properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 276 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.

The following property table summarizes certain data on our regional malls, Premium Outlet centers, and community/lifestyle centers located in the United States, including Puerto Rico, as of December 31, 2006.

16

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | REGIONAL MALLS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Alton Square |  | IL |  | Alton (St. Louis) |  | Fee |  | 100.0 | % | Acquired 1993 |  | 64.3 | % | 426,315 |  | 211,655 |  | 637,970 |  | Macy's, JCPenney, Sears, Old Navy
2. |  | Anderson Mall |  | SC |  | Anderson (Greenville) |  | Fee |  | 100.0 | % | Built 1972 |  | 95.8 | % | 404,394 |  | 229,988 |  | 634,382 |  | Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears
3. |  | Apple Blossom Mall |  | VA |  | Winchester |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 95.9 | % | 229,011 |  | 213,619 |  | 442,630 |  | Belk, JCPenney, Sears, Dick's Sporting Goods (6)
4. |  | Arsenal Mall |  | MA |  | Watertown (Boston) |  | Fee |  | 100.0 | % | Acquired 1999 |  | 95.8 | % | 191,395 |  | 310,130 | (18) | 501,525 |  | Marshalls, The Home Depot, Linens 'n Things, Filene's Basement, Old Navy
5. |  | Atrium Mall |  | MA |  | Chestnut Hill (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 99.4 | % | — |  | 205,751 |  | 205,751 |  | Borders Books & Music
6. |  | Auburn Mall |  | MA |  | Auburn (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 93.3 | % | 417,620 |  | 174,350 |  | 591,970 |  | Macy's, Macy's Home Store, Sears
7. |  | Aventura Mall (1) |  | FL |  | Miami Beach |  | Fee |  | 33.3 | % (4) | Built 1983 |  | 96.1 | % | 1,257,638 |  | 662,622 |  | 1,920,260 |  | Bloomingdale's, Macy's, Macy's Mens & Home Furniture, JCPenney, Sears, Nordstrom (6)
8. |  | Avenues, The |  | FL |  | Jacksonville |  | Fee |  | 25.0 | % (4) (2) | Built 1990 |  | 99.1 | % | 754,956 |  | 362,409 |  | 1,117,365 |  | Belk, Dillard's, JCPenney, Parisian (19), Sears
9. |  | Bangor Mall |  | ME |  | Bangor |  | Fee |  | 66.4 | % (15) | Acquired 2003 |  | 92.2 | % | 416,582 |  | 237,494 |  | 654,076 |  | Macy's, JCPenney, Sears, Dick's Sporting Goods
10. |  | Barton Creek Square |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1981 |  | 97.5 | % | 922,266 |  | 508,229 |  | 1,430,495 |  | Nordstrom, Macy's, Dillard's Women's & Home, Dillard's Men's & Children's, JCPenney, Sears
11. |  | Battlefield Mall |  | MO |  | Springfield |  | Fee and Ground Lease (2056) |  | 100.0 | % | Built 1970 |  | 92.1 | % | 770,111 |  | 433,482 |  | 1,203,593 |  | Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears
12. |  | Bay Park Square |  | WI |  | Green Bay |  | Fee |  | 100.0 | % | Built 1980 |  | 98.1 | % | 447,508 |  | 267,756 |  | 715,264 |  | Younkers, Elder-Beerman, Kohl's, ShopKo
13. |  | Bowie Town Center |  | MD |  | Bowie (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 2001 |  | 99.3 | % | 355,557 |  | 328,588 |  | 684,145 |  | Macy's, Sears, Barnes & Noble, Bed Bath & Beyond
14. |  | Boynton Beach Mall |  | FL |  | Boynton Beach (W. Palm Beach) |  | Fee |  | 100.0 | % | Built 1985 |  | 87.7 | % | 714,210 |  | 300,364 |  | 1,014,574 |  | Macy's, Dillard's Men's & Home, Dillard's Women, JCPenney, Sears
15. |  | Brea Mall |  | CA |  | Brea (Orange County) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 99.6 | % | 874,802 |  | 443,789 |  | 1,318,591 |  | Nordstrom, Macy's, JCPenney, Sears
16. |  | Broadway Square |  | TX |  | Tyler |  | Fee |  | 100.0 | % | Acquired 1994 |  | 99.8 | % | 427,730 |  | 200,966 |  | 628,696 |  | Dillard's, JCPenney, Sears
17. |  | Brunswick Square |  | NJ |  | East Brunswick (New York) |  | Fee |  | 100.0 | % | Built 1973 |  | 98.6 | % | 467,626 |  | 299,792 |  | 767,418 |  | Macy's, JCPenney, Barnes & Noble
18. |  | Burlington Mall |  | MA |  | Burlington (Boston) |  | Ground Lease (2048) |  | 100.0 | % | Acquired 1998 |  | 96.8 | % | 642,411 |  | 432,201 |  | 1,074,612 |  | Macy's, Lord & Taylor, Sears, Nordstrom (20)
19. |  | Cape Cod Mall |  | MA |  | Hyannis (Barnstable — Yarmouth) |  | Ground Leases (2009-2073) (7) |  | 49.1 | % (4) | Acquired 1999 |  | 98.9 | % | 420,199 |  | 303,618 |  | 723,817 |  | Macy's, Macy's, Sears, Best Buy, Marshalls, Barnes & Noble
20. |  | Castleton Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1972 |  | 97.3 | % | 908,481 |  | 352,398 |  | 1,260,879 |  | Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Borders Books & Music (6)
21. |  | Century III Mall |  | PA |  | West Mifflin (Pittsburgh) |  | Fee |  | 100.0 | % | Built 1979 |  | 85.8 | % | 831,439 |  | 459,191 | (18) | 1,290,630 |  | Macy's, Macy's Furniture Galleries, JCPenney, Sears, Dick's Sporting Goods, Steve & Barry's University Sportswear
22. |  | Charlottesville Fashion Square |  | VA |  | Charlottesville |  | Ground Lease (2076) |  | 100.0 | % | Acquired 1997 |  | 100.0 | % | 381,153 |  | 190,533 |  | 571,686 |  | Belk Women's & Children's, Belk Men's & Home, JCPenney, Sears
23. |  | Chautauqua Mall |  | NY |  | Lakewood (Jamestown) |  | Fee |  | 100.0 | % | Built 1971 |  | 84.4 | % | 213,320 |  | 218,858 |  | 432,178 |  | Sears, JCPenney, Bon Ton, Office Max

17

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
24. |  | Chesapeake Square |  | VA |  | Chesapeake (Norfolk — VA Beach) |  | Fee and Ground Lease (2062) |  | 75.0 | % (12) | Built 1989 |  | 93.0 | % | 534,760 |  | 271,842 |  | 806,602 |  | Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, Target
25. |  | Cielo Vista Mall |  | TX |  | El Paso |  | Fee and Ground Lease (2012) (7) |  | 100.0 | % | Built 1974 |  | 96.7 | % | 793,716 |  | 443,825 |  | 1,237,541 |  | Macy's, Dillard's Women's & Furniture, Dillard's Men's, Children's & Home, JCPenney, Sears
26. |  | Circle Centre |  | IN |  | Indianapolis |  | Property Lease (2098) |  | 14.7 | % (4) (2) | Built 1995 |  | 87.0 | % | 350,000 |  | 435,963 | (18) | 785,963 |  | Nordstrom, Carson Pirie Scott
27. |  | Coconut Point |  | FL |  | Estero |  | Fee |  | 50.0 | % (4) | Built 2006 |  | 94.6 | % | 424,636 |  | 594,758 |  | 1,019,394 |  | Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, Old Navy, PetsMart, Pier 1 Imports, Ross Dress for Less, Cost Plus World Market, T.J. Maxx
28. |  | Coddingtown Mall |  | CA |  | Santa Rosa |  | Fee |  | 50.0 | % (4) | Acquired 2005 |  | 77.2 | % | 547,090 |  | 309,812 |  | 856,902 |  | Macy's, JCPenney, Gottschalk's, (8)
29. |  | College Mall |  | IN |  | Bloomington |  | Fee and Ground Lease (2048) (7) |  | 100.0 | % | Built 1965 |  | 88.7 | % | 356,887 |  | 286,028 |  | 642,915 |  | Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond, Pier One (6)
30. |  | Columbia Center |  | WA |  | Kennewick |  | Fee |  | 100.0 | % | Acquired 1987 |  | 92.0 | % | 408,052 |  | 346,895 |  | 754,947 |  | Macy's, Macy's Mens & Children, JCPenney, Sears, Toys 'R Us, Barnes & Noble
31. |  | Copley Place |  | MA |  | Boston |  | Fee |  | 98.1 | % | Acquired 2002 |  | 98.0 | % | 150,847 |  | 1,080,822 | (18) | 1,231,669 |  | Nieman Marcus, Barneys New York
32. |  | Coral Square |  | FL |  | Coral Springs (Miami — Ft. Lauderdale) |  | Fee |  | 97.2 | % | Built 1984 |  | 96.9 | % | 648,144 |  | 296,802 |  | 944,946 |  | Macy's Mens, Children & Home, Macy's Women, Dillard's, JCPenney, Sears
33. |  | Cordova Mall |  | FL |  | Pensacola |  | Fee |  | 100.0 | % | Acquired 1998 |  | 90.4 | % | 395,875 |  | 463,085 |  | 858,960 |  | Dillard's Men's, Dillard's Women's, Parisian (19), Best Buy, Bed, Bath & Beyond, Cost Plus World Market, Ross Dress for Less
34. |  | Cottonwood Mall |  | NM |  | Albuquerque |  | Fee |  | 100.0 | % | Built 1996 |  | 96.9 | % | 631,556 |  | 409,278 |  | 1,040,834 |  | Macy's, Dillard's, JCPenney, Sears, Mervyn's
35. |  | Crossroads Mall |  | NE |  | Omaha |  | Fee |  | 100.0 | % | Acquired 1994 |  | 63.0 | % | 522,119 |  | 231,298 |  | 753,417 |  | Dillard's, Sears, Target, Barnes & Noble, Old Navy
36. |  | Crystal Mall |  | CT |  | Waterford (New London — Norwich) |  | Fee |  | 74.6 | % (4) | Acquired 1998 |  | 92.1 | % | 442,311 |  | 351,861 |  | 794,172 |  | Macy's, JC Penney, Sears, Old Navy, (17)
37. |  | Crystal River Mall |  | FL |  | Crystal River |  | Fee |  | 100.0 | % | Built 1990 |  | 76.5 | % | 302,495 |  | 121,844 |  | 424,339 |  | JCPenney, Sears, Belk, Kmart
38. |  | Dadeland Mall |  | FL |  | Miami |  | Fee |  | 50.0 | % (4) | Acquired 1997 |  | 96.9 | % | 1,132,072 |  | 335,524 |  | 1,467,596 |  | Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney
39. |  | DeSoto Square |  | FL |  | Bradenton (Sarasota — Bradenton) |  | Fee |  | 100.0 | % | Built 1973 |  | 96.9 | % | 435,467 |  | 244,499 |  | 679,966 |  | Macy's, Dillard's, JCPenney, Sears
40. |  | Eastland Mall |  | IN |  | Evansville |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 94.8 | % | 489,144 |  | 375,307 |  | 864,451 |  | Macy's, JCPenney, Bed Bath & Beyond, Marshalls, Dillard's (6)
41. |  | Edison Mall |  | FL |  | Fort Myers |  | Fee |  | 100.0 | % | Acquired 1997 |  | 93.0 | % | 742,667 |  | 310,695 |  | 1,053,362 |  | Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears
42. |  | Emerald Square |  | MA |  | North Attleboro (Providence — Fall River) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 94.2 | % | 647,372 |  | 375,125 |  | 1,022,497 |  | Macy's, Macy's Mens & Home Store, JCPenney, Sears

18

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
43. |  | Empire Mall (1) |  | SD |  | Sioux Falls |  | Fee and Ground Lease (2033) (7) |  | 50.0 | % (4) | Acquired 1998 |  | 92.4 | % | 497,341 |  | 548,004 |  | 1,045,345 |  | Macy's, Younkers, JCPenney, Sears, Gordmans, Old Navy
44. |  | Fashion Centre at Pentagon City, The |  | VA |  | Arlington (Washington, DC) |  | Fee |  | 42.5 | % (4) | Built 1989 |  | 98.0 | % | 472,729 |  | 517,384 | (18) | 990,113 |  | Nordstrom, Macy's
45. |  | Fashion Mall at Keystone |  | IN |  | Indianapolis |  | Ground Lease (2067) |  | 100.0 | % | Acquired 1997 |  | 99.0 | % | 249,721 |  | 433,601 | (18) | 683,322 |  | Saks Fifth Avenue, Parisian (16), Crate & Barrel, Nordstrom (20)
46. |  | Fashion Valley Mall |  | CA |  | San Diego |  | Fee |  | 50.0 | % (4) | Acquired 2001 |  | 100.0 | % | 1,053,305 |  | 655,681 |  | 1,708,986 |  | Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney
47. |  | Firewheel Town Center |  | TX |  | Garland |  | Fee |  | 100.0 | % | Built 2005 |  | 95.7 | % | 298,857 |  | 618,845 | (18) | 917,702 |  | Dillard's, Macy's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, Pier One, DSW, Cost Plus World Market
48. |  | Florida Mall, The |  | FL |  | Orlando |  | Fee |  | 50.0 | % (4) | Built 1986 |  | 99.8 | % | 1,232,416 |  | 615,288 |  | 1,847,704 |  | Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears, (8)
49. |  | Forest Mall |  | WI |  | Fond Du Lac |  | Fee |  | 100.0 | % | Built 1973 |  | 93.4 | % | 327,260 |  | 174,031 |  | 501,291 |  | JCPenney, Kohl's, Younkers, Sears
50. |  | Forum Shops at Caesars, The |  | NV |  | Las Vegas |  | Ground Lease (2050) |  | 100.0 | % | Built 1992 |  | 99.4 | % | — |  | 635,939 |  | 635,939 |  |
51. |  | Galleria, The |  | TX |  | Houston |  | Fee and Ground Lease (2029) (7) |  | 31.5 | % (4) | Acquired 2002 |  | 93.9 | % | 1,164,982 |  | 1,185,561 |  | 2,350,543 |  | Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, University Club
52. |  | Granite Run Mall |  | PA |  | Media (Philadelphia) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 90.9 | % | 500,809 |  | 535,456 |  | 1,036,265 |  | JCPenney, Sears, Boscov's
53. |  | Great Lakes Mall |  | OH |  | Mentor (Cleveland) |  | Fee |  | 100.0 | % | Built 1961 |  | 90.0 | % | 879,300 |  | 378,525 |  | 1,257,825 |  | Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears
54. |  | Greendale Mall |  | MA |  | Worcester (Boston) |  | Fee and Ground Lease (2009) (7) |  | 49.1 | % (4) | Acquired 1999 |  | 92.6 | % | 132,634 |  | 298,732 | (18) | 431,366 |  | Marshalls, T.J. Maxx 'N More, Best Buy, DSW
55. |  | Greenwood Park Mall |  | IN |  | Greenwood (Indianapolis) |  | Fee |  | 100.0 | % | Acquired 1979 |  | 99.0 | % | 754,928 |  | 408,820 |  | 1,163,748 |  | Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble (6)
56. |  | Gulf View Square |  | FL |  | Port Richey (Tampa — St. Pete) |  | Fee |  | 100.0 | % | Built 1980 |  | 98.4 | % | 461,852 |  | 292,028 |  | 753,880 |  | Macy's, Dillard's, JCPenney, Sears, Best Buy, Linens 'n Things
57. |  | Gwinnett Place |  | GA |  | Duluth (Atlanta) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 89.5 | % | 843,609 |  | 434,254 |  | 1,277,863 |  | Macy's, Parisian (19), JCPenney, Sears, (17)
58. |  | Haywood Mall |  | SC |  | Greenville |  | Fee and Ground Lease (2017) (7) |  | 100.0 | % | Acquired 1998 |  | 98.3 | % | 902,400 |  | 328,159 |  | 1,230,559 |  | Macy's, Dillard's, JCPenney, Sears, Belk
59. |  | Highland Mall (1) |  | TX |  | Austin |  | Fee and Ground Lease (2070) |  | 50.0 | % (4) | Acquired 1998 |  | 86.2 | % | 732,000 |  | 359,126 |  | 1,091,126 |  | Dillard's Women's & Home, Dillard's Men's & Children's, Macy's
60. |  | Independence Center |  | MO |  | Independence (Kansas City) |  | Fee |  | 100.0 | % | Acquired 1994 |  | 98.6 | % | 499,284 |  | 526,154 |  | 1,025,438 |  | Dillard's, Macy's, Sears
61. |  | Indian River Mall |  | FL |  | Vero Beach |  | Fee |  | 50.0 | % (4) | Built 1996 |  | 94.9 | % | 445,552 |  | 302,881 |  | 748,433 |  | Dillard's, Macy's, JCPenney, Sears
62. |  | Ingram Park Mall |  | TX |  | San Antonio |  | Fee |  | 100.0 | % | Built 1979 |  | 93.9 | % | 750,888 |  | 375,484 |  | 1,126,372 |  | Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls
63. |  | Irving Mall |  | TX |  | Irving (Dallas — Ft. Worth) |  | Fee |  | 100.0 | % | Built 1971 |  | 98.1 | % | 637,415 |  | 406,712 |  | 1,044,127 |  | Macy's, Dillard's, Sears, Circuit City, Burlington Coat Factory, (8)
64. |  | Jefferson Valley Mall |  | NY |  | Yorktown Heights (New York) |  | Fee |  | 100.0 | % | Built 1983 |  | 96.3 | % | 310,095 |  | 278,290 |  | 588,385 |  | Macy's, Sears

19

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
65. |  | King of Prussia Mall |  | PA |  | King of Prussia (Philadelphia) |  | Fee |  | 12.4 | % (4) (15) | Acquired 2003 |  | 96.4 | % | 1,545,812 |  | 1,065,157 | (18) | 2,610,969 |  | Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's (Plaza), Macy's (Court), JCPenney, Sears
66. |  | Knoxville Center |  | TN |  | Knoxville |  | Fee |  | 100.0 | % | Built 1984 |  | 94.0 | % | 597,028 |  | 384,086 |  | 981,114 |  | Dillard's, JCPenney, Belk, Sears, The Rush Fitness Center
67. |  | La Plaza Mall |  | TX |  | McAllen |  | Fee and Ground Lease (2040) (7) |  | 100.0 | % | Built 1976 |  | 99.9 | % | 776,397 |  | 427,124 |  | 1,203,521 |  | Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Bealls, Joe Brand
68. |  | Lafayette Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1968 |  | 81.4 | % | 937,223 |  | 269,504 |  | 1,206,727 |  | Macy's, Sears, Burlington Coat Factory, Steve & Barry's University Sportswear, (8)
69. |  | Laguna Hills Mall |  | CA |  | Laguna Hills (Orange County) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 88.6 | % | 536,500 |  | 329,260 |  | 865,760 |  | Macy's, JCPenney, Sears
70. |  | Lake Square Mall |  | FL |  | Leesburg (Orlando) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 85.3 | % | 296,037 |  | 264,953 |  | 560,990 |  | JCPenney, Sears, Belk, Target, Best Buy (6)
71. |  | Lakeline Mall |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1995 |  | 97.3 | % | 745,179 |  | 355,783 |  | 1,100,962 |  | Dillard's, Macy's, JCPenney, Sears
72. |  | Lehigh Valley Mall |  | PA |  | Whitehall (Allentown — Bethlehem) |  | Fee |  | 37.6 | % (4) (15) | Acquired 2003 |  | 98.7 | % | 564,353 |  | 482,855 | (18) | 1,047,208 |  | Macy's, Boscov's, JCPenney, Linens 'n Things, Barnes & Noble (6)
73. |  | Lenox Square |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 93.3 | % | 821,356 |  | 628,752 |  | 1,450,108 |  | Neiman Marcus, Bloomingdale's, Macy's
74. |  | Liberty Tree Mall |  | MA |  | Danvers (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.7 | % | 498,000 |  | 359,251 |  | 857,251 |  | Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Super Stop & Shop, Best Buy, Staples, AC Moore, Old Navy, Pier 1 Imports, K&G Fashion Superstore
75. |  | Lima Mall |  | OH |  | Lima |  | Fee |  | 100.0 | % | Built 1965 |  | 95.2 | % | 541,861 |  | 203,770 |  | 745,631 |  | Macy's, JCPenney, Elder-Beerman, Sears
76. |  | Lincolnwood Town Center |  | IL |  | Lincolnwood (Chicago) |  | Fee |  | 100.0 | % | Built 1990 |  | 94.0 | % | 220,830 |  | 201,110 |  | 421,940 |  | Kohl's, Carson Pirie Scott
77. |  | Lindale Mall (1) |  | IA |  | Cedar Rapids |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 84.3 | % | 305,563 |  | 388,024 |  | 693,587 |  | Von Maur, Sears, Younkers
78. |  | Livingston Mall |  | NJ |  | Livingston (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.3 | % | 616,128 |  | 363,871 |  | 979,999 |  | Macy's, Lord & Taylor, Sears, Steve & Barry's
79. |  | Longview Mall |  | TX |  | Longview |  | Fee |  | 100.0 | % | Built 1978 |  | 87.1 | % | 402,843 |  | 209,472 |  | 612,315 |  | Dillard's, JCPenney, Sears, Bealls, (17)
80. |  | Mall at Chestnut Hill |  | MA |  | Newton (Boston) |  | Lease (2039) (9) |  | 47.2 | % (4) | Acquired 2002 |  | 97.0 | % | 297,253 |  | 180,109 |  | 477,362 |  | Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store
81. |  | Mall at Rockingham Park, The |  | NH |  | Salem (Boston) |  | Fee |  | 24.6 | % (4) | Acquired 1999 |  | 97.5 | % | 638,111 |  | 381,676 |  | 1,019,787 |  | Macy's, JCPenney, Sears, (8)
82. |  | Mall at The Source, The |  | NY |  | Westbury (New York) |  | Fee |  | 25.5 | % (4) (2) | Built 1997 |  | 96.0 | % | 210,798 |  | 515,250 |  | 726,048 |  | Fortunoff, Off 5th-Saks Fifth Avenue, Nordstrom Rack, Circuit City, David's Bridal, Steve & Barry's, Golf Galaxy
83. |  | Mall of Georgia |  | GA |  | Buford (Atlanta) |  | Fee |  | 100.0 | % | Built 1999 |  | 91.8 | % | 1,069,590 |  | 716,341 |  | 1,785,931 |  | Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond
84. |  | Mall of New Hampshire |  | NH |  | Manchester (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 97.9 | % | 444,889 |  | 362,807 |  | 807,696 |  | Macy's, JCPenney, Sears, Best Buy, Old Navy, A.C. Moore
85. |  | Maplewood Mall |  | MN |  | Minneapolis |  | Fee |  | 100.0 | % | Acquired 2002 |  | 92.0 | % | 588,822 |  | 341,972 |  | 930,794 |  | Macy's, JCPenney, Sears, Kohl's, Barnes & Noble
86. |  | Markland Mall |  | IN |  | Kokomo |  | Ground Lease (2041) |  | 100.0 | % | Built 1968 |  | 94.8 | % | 273,094 |  | 141,692 |  | 414,786 |  | Sears, Target, (8)

20

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
87. |  | McCain Mall |  | AR |  | N. Little Rock |  | Fee and Ground Lease (2032) (10) |  | 100.0 | % | Built 1973 |  | 93.5 | % | 554,156 |  | 221,474 |  | 775,630 |  | Dillard's, JCPenney, Sears, M.M. Cohn
88. |  | Melbourne Square |  | FL |  | Melbourne |  | Fee |  | 100.0 | % | Built 1982 |  | 90.5 | % | 416,167 |  | 294,373 |  | 710,540 |  | Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods, Circuit City
89. |  | Menlo Park Mall |  | NJ |  | Edison (New York) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 95.4 | % | 527,591 |  | 756,358 | (18) | 1,283,949 |  | Nordstrom, Macy's, Barnes & Noble, Steve & Barry's
90. |  | Mesa Mall (1) |  | CO |  | Grand Junction |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 89.2 | % | 441,208 |  | 443,015 |  | 884,223 |  | Sears, Herberger's, JCPenney, Target, Mervyn's
91. |  | Miami International Mall |  | FL |  | South Miami |  | Fee |  | 47.8 | % (4) | Built 1982 |  | 97.5 | % | 778,784 |  | 294,825 |  | 1,073,609 |  | Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears
92. |  | Midland Park Mall |  | TX |  | Midland |  | Fee |  | 100.0 | % | Built 1980 |  | 92.3 | % | 339,113 |  | 279,430 |  | 618,543 |  | Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less
93. |  | Miller Hill Mall |  | MN |  | Duluth |  | Ground Lease (2008) |  | 100.0 | % | Built 1973 |  | 97.4 | % | 429,508 |  | 379,884 |  | 809,392 |  | JCPenney, Sears, Younkers, Barnes & Noble, Old Navy, DSW
94. |  | Montgomery Mall |  | PA |  | Montgomeryville (Philadelphia) |  | Fee |  | 53.5 | % (15) | Acquired 2003 |  | 90.9 | % | 684,855 |  | 434,306 |  | 1,119,161 |  | Macy's, JCPenney, Sears, Boscov's
95. |  | Muncie Mall |  | IN |  | Muncie |  | Fee |  | 100.0 | % | Built 1970 |  | 90.5 | % | 435,756 |  | 204,894 |  | 640,650 |  | Macy's, JCPenney, Sears, Elder Beerman
96. |  | Nanuet Mall |  | NY |  | Nanuet (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 74.7 | % | 583,711 |  | 331,764 |  | 915,475 |  | Macy's, Boscov's, Sears
97. |  | North East Mall |  | TX |  | Hurst (Dallas — Ft. Worth) |  | Fee |  | 100.0 | % | Built 1971 |  | 95.2 | % | 1,194,589 |  | 452,659 |  | 1,647,248 |  | Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods (6)
98. |  | Northfield Square Mall |  | IL |  | Bourbonnais (Chicago) |  | Fee |  | 31.6 | % (12) | Built 1990 |  | 79.0 | % | 310,994 |  | 246,672 |  | 557,666 |  | Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears
99. |  | Northgate Mall |  | WA |  | Seattle |  | Fee |  | 100.0 | % | Acquired 1987 |  | 98.2 | % | 688,391 |  | 291,003 |  | 979,394 |  | Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble (6), Bed Bath & Beyond (6), DSW (6)
100. |  | Northlake Mall |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.4 | % | 665,745 |  | 296,626 |  | 962,371 |  | Macy's, Parisian (19), JCPenney, Sears
101. |  | NorthPark Mall |  | IA |  | Davenport |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 84.7 | % | 650,456 |  | 423,484 |  | 1,073,940 |  | Dillard's, Von Maur, Younkers, JCPenney, Sears
102. |  | Northshore Mall |  | MA |  | Peabody (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 91.3 | % | 677,433 |  | 688,876 |  | 1,366,309 |  | Macy's, JCPenney, Sears, Filene's Basement, Nordstrom (20), Macy's Home (6)
103. |  | Northwoods Mall |  | IL |  | Peoria |  | Fee |  | 100.0 | % | Acquired 1983 |  | 93.8 | % | 472,969 |  | 221,068 |  | 694,037 |  | Macy's, JCPenney, Sears
104. |  | Oak Court Mall |  | TN |  | Memphis |  | Fee |  | 100.0 | % | Acquired 1997 |  | 91.3 | % | 532,817 |  | 314,264 | (18) | 847,081 |  | Dillard's, Dillard's Mens, Macy's
105. |  | Ocean County Mall |  | NJ |  | Toms River (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 93.9 | % | 616,443 |  | 274,856 |  | 891,299 |  | Macy's, Boscov's, JCPenney, Sears
106. |  | Orange Park Mall |  | FL |  | Orange Park (Jacksonville) |  | Fee |  | 100.0 | % | Acquired 1994 |  | 94.8 | % | 528,551 |  | 381,658 |  | 910,209 |  | Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods (6)
107. |  | Orland Square |  | IL |  | Orland Park (Chicago) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 98.2 | % | 773,295 |  | 437,045 |  | 1,210,340 |  | Macy's, Carson Pirie Scott, JCPenney, Sears
108. |  | Oxford Valley Mall |  | PA |  | Langhorne (Philadelphia) |  | Fee |  | 63.2 | % (15) | Acquired 2003 |  | 94.0 | % | 762,558 |  | 558,957 | (18) | 1,321,515 |  | Macy's, JCPenney, Sears, Boscov's
109. |  | Paddock Mall |  | FL |  | Ocala |  | Fee |  | 100.0 | % | Built 1980 |  | 93.7 | % | 387,378 |  | 167,723 |  | 555,101 |  | Macy's, JCPenney, Sears, Belk
110. |  | Palm Beach Mall |  | FL |  | West Palm Beach |  | Fee |  | 100.0 | % | Built 1967 |  | 92.2 | % | 749,288 |  | 335,086 |  | 1,084,374 |  | Dillard's, Macy's, JCPenney, Sears, Borders Books & Music, DSW
111. |  | Penn Square Mall |  | OK |  | Oklahoma City |  | Ground Lease (2060) |  | 94.5 | % | Acquired 2002 |  | 99.4 | % | 588,137 |  | 462,542 |  | 1,050,679 |  | Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney
112. |  | Pheasant Lane Mall |  | NH |  | Nashua (Boston) |  | (14) |  | (14) |  | Acquired 2002 |  | 96.7 | % | 675,759 |  | 313,615 |  | 989,374 |  | Macy's, JCPenney, Sears, Target

21

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
113. |  | Phipps Plaza |  | GA |  | Atlanta |  | Fee |  | 100.0 | % | Acquired 1998 |  | 98.9 | % | 472,385 |  | 347,202 |  | 819,587 |  | Saks Fifth Avenue, Nordstrom, Parisian (19)
114. |  | Plaza Carolina |  | PR |  | Carolina (San Juan) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 97.1 | % | 504,796 |  | 609,476 | (18) | 1,114,272 |  | JCPenney, Sears
115. |  | Port Charlotte Town Center |  | FL |  | Port Charlotte (Punta Gorda) |  | Fee |  | 80.0 | % (12) | Built 1989 |  | 87.6 | % | 458,251 |  | 323,692 |  | 781,943 |  | Dillard's, Macy's, JCPenney, Bealls, Sears, DSW
116. |  | Prien Lake Mall |  | LA |  | Lake Charles |  | Fee and Ground Lease (2025) (7) |  | 100.0 | % | Built 1972 |  | 90.2 | % | 644,124 |  | 177,626 |  | 821,750 |  | Dillard's, Macy's, JCPenney, Sears
117. |  | Quaker Bridge Mall |  | NJ |  | Lawrenceville |  | Fee |  | 38.0 | % (4) (15) | Acquired 2003 |  | 97.5 | % | 686,760 |  | 412,636 |  | 1,099,396 |  | Macy's, Lord & Taylor, JCPenney, Sears, Old Navy
118. |  | Raleigh Springs Mall |  | TN |  | Memphis |  | Fee and Ground Lease (2018) (7) |  | 100.0 | % | Built 1971 |  | 66.0 | % | 691,230 |  | 226,100 |  | 917,330 |  | Sears, (8), (17)
119. |  | Richardson Square Mall |  | TX |  | Richardson (Dallas — Ft. Worth) |  | Fee |  | 100.0 | % | Built 1977 |  | 28.6 | % | 460,055 |  | 284,240 |  | 744,295 |  | Dillard's, Sears, Super Target, Ross Dress for Less
120. |  | Richmond Town Square |  | OH |  | Richmond Heights (Cleveland) |  | Fee |  | 100.0 | % | Built 1966 |  | 98.9 | % | 685,251 |  | 331,663 |  | 1,016,914 |  | Macy's, JCPenney, Sears, Barnes & Noble, Steve & Barry's
121. |  | River Oaks Center |  | IL |  | Calumet City (Chicago) |  | Fee |  | 100.0 | % | Acquired 1997 |  | 88.5 | % | 834,588 |  | 533,914 | (18) | 1,368,502 |  | Macy's, Carson Pirie Scott, JCPenney, Sears
122. |  | Rockaway Townsquare |  | NJ |  | Rockaway (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 97.5 | % | 786,626 |  | 462,038 |  | 1,248,664 |  | Macy's, Lord & Taylor, JCPenney, Sears
123. |  | Rolling Oaks Mall |  | TX |  | San Antonio |  | Fee |  | 100.0 | % | Built 1988 |  | 83.5 | % | 596,308 |  | 288,109 |  | 884,417 |  | Dillard's, Macy's, JC Penney, Sears
124. |  | Roosevelt Field |  | NY |  | Garden City (New York) |  | Fee and Ground Lease (2090) (7) |  | 100.0 | % | Acquired 1998 |  | 94.9 | % | 1,430,425 |  | 778,656 | (18) | 2,209,081 |  | Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods
125. |  | Ross Park Mall |  | PA |  | Pittsburgh |  | Fee |  | 100.0 | % | Built 1986 |  | 98.5 | % | 622,215 |  | 406,902 |  | 1,029,117 |  | Macy's, JCPenney, Sears, Nordstrom (20)
126. |  | Rushmore Mall (1) |  | SD |  | Rapid City |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 88.6 | % | 470,660 |  | 362,653 |  | 833,313 |  | JCPenney, Herberger's, Sears, Hobby Lobby, Target
127. |  | Santa Rosa Plaza |  | CA |  | Santa Rosa |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.9 | % | 428,258 |  | 270,565 |  | 698,823 |  | Macy's, Mervyn's, Sears
128. |  | Seminole Towne Center |  | FL |  | Sanford (Orlando) |  | Fee |  | 45.0 | % (4) (2) | Built 1995 |  | 94.1 | % | 768,798 |  | 367,781 |  | 1,136,579 |  | Macy's, Dillard's, Belk, JCPenney, Sears
129. |  | Shops at Mission Viejo, The |  | CA |  | Mission Viejo (Orange County) |  | Fee |  | 100.0 | % | Built 1979 |  | 100.0 | % | 677,215 |  | 472,585 |  | 1,149,800 |  | Saks Fifth Avenue, Nordstrom, Macy's (2 locations)
130. |  | Shops at Sunset Place, The |  | FL |  | Miami |  | Fee |  | 37.5 | % (4) (2) | Built 1999 |  | 96.0 | % | — |  | 510,056 |  | 510,056 |  | NikeTown, Barnes & Noble, GameWorks, Virgin Megastore, Z Gallerie, LA Fitness
131. |  | Smith Haven Mall |  | NY |  | Lake Grove (New York) |  | Fee |  | 25.0 | % (4) | Acquired 1995 |  | 95.9 | % | 666,283 |  | 416,035 |  | 1,082,318 |  | Macy's, Macy's Furniture, JCPenney, Sears, Dick's Sporting Goods (6), Barnes & Noble (6)
132. |  | Solomon Pond Mall |  | MA |  | Marlborough (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 93.0 | % | 538,843 |  | 371,326 |  | 910,169 |  | Macy's, JCPenney, Sears, Linens 'n Things
133. |  | South Hills Village |  | PA |  | Pittsburgh |  | Fee |  | 100.0 | % | Acquired 1997 |  | 97.6 | % | 655,987 |  | 485,604 |  | 1,141,591 |  | Macy's, Sears, Boscov's, Barnes & Noble
134. |  | South Shore Plaza |  | MA |  | Braintree (Boston) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 96.3 | % | 547,287 |  | 613,809 |  | 1,161,096 |  | Macy's, Lord & Taylor, Sears, Nordstrom (20)
135. |  | Southern Hills Mall (1) |  | IA |  | Sioux City |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 87.2 | % | 372,937 |  | 431,916 |  | 804,853 |  | Younkers, JCPenney, Sears, Sheel's Sporting Goods, Barnes & Noble
136. |  | Southern Park Mall |  | OH |  | Boardman (Youngstown) |  | Fee |  | 100.0 | % | Built 1970 |  | 94.9 | % | 811,858 |  | 383,660 |  | 1,195,518 |  | Macy's, Dillard's, JCPenney, Sears
137. |  | SouthPark Mall |  | IL |  | Moline (Davenport — Moline) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 87.7 | % | 578,056 |  | 447,804 |  | 1,025,860 |  | Dillard's, Von Maur, Younkers, JCPenney, Sears, Old Navy
138. |  | SouthPark |  | NC |  | Charlotte |  | Fee & Ground Lease (2040) (11) |  | 100.0 | % | Acquired 2002 |  | 99.8 | % | 1,044,742 |  | 530,839 |  | 1,575,581 |  | Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel

22

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
139. |  | SouthRidge Mall (1) |  | IA |  | Des Moines |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 76.6 | % | 388,752 |  | 523,443 |  | 912,195 |  | JCPenney, Younkers, Sears, Target, (8)
140. |  | Springfield Mall (1) |  | PA |  | Springfield (Philadelphia) |  | Fee |  | 38.0 | % (4) (15) | Acquired 2005 |  | 87.5 | % | 367,176 |  | 221,489 |  | 588,665 |  | Macy's, (8)
141. |  | Square One Mall |  | MA |  | Saugus (Boston) |  | Fee |  | 49.1 | % (4) | Acquired 1999 |  | 94.4 | % | 608,601 |  | 324,669 |  | 933,270 |  | Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Old Navy, Dick's Sporting Goods (6)
142. |  | St. Charles Towne Center |  | MD |  | Waldorf (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 1990 |  | 96.7 | % | 631,602 |  | 350,574 |  | 982,176 |  | Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods
143. |  | St. Johns Town Center |  | FL |  | Jacksonville |  | Fee |  | 50.0 | % (4) | Built 2005 |  | 100.0 | % | 653,291 |  | 379,212 |  | 1,032,503 |  | Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart, Old Navy
144. |  | Stanford Shopping Center |  | CA |  | Palo Alto (San Francisco) |  | Ground Lease (2054) |  | 100.0 | % | Acquried 2003 |  | 97.7 | % | 849,153 |  | 528,750 | (18) | 1,377,903 |  | Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store
145. |  | Summit Mall |  | OH |  | Akron |  | Fee |  | 100.0 | % | Built 1965 |  | 93.0 | % | 432,936 |  | 330,976 |  | 763,912 |  | Dillard's Women's & Children's, Dillard's Men's & Home, Macy's
146. |  | Sunland Park Mall |  | TX |  | El Paso |  | Fee |  | 100.0 | % | Built 1988 |  | 94.4 | % | 575,837 |  | 342,234 |  | 918,071 |  | Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Mervyn's, Sears
147. |  | Tacoma Mall |  | WA |  | Tacoma |  | Fee |  | 100.0 | % | Acquired 1987 |  | 98.9 | % | 924,045 |  | 407,010 |  | 1,331,055 |  | Nordstrom, Macy's, JCPenney, Sears, Mervyn's
148. |  | Tippecanoe Mall |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1973 |  | 89.8 | % | 537,790 |  | 322,694 |  | 860,484 |  | Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg
149. |  | Town Center at Aurora |  | CO |  | Aurora (Denver) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 85.2 | % | 676,637 |  | 401,903 |  | 1,078,540 |  | Macy's, Dillard's, JCPenney, Sears
150. |  | Town Center at Boca Raton |  | FL |  | Boca Raton (W. Palm Beach) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 99.3 | % | 1,085,312 |  | 493,628 |  | 1,578,940 |  | Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel (6)
151. |  | Town Center at Cobb |  | GA |  | Kennesaw (Atlanta) |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 96.1 | % | 866,381 |  | 406,050 |  | 1,272,431 |  | Macy's, Macy's Home & Furniture, Parisian (19), JCPenney, Sears
152. |  | Towne East Square |  | KS |  | Wichita |  | Fee |  | 100.0 | % | Built 1975 |  | 88.0 | % | 779,490 |  | 358,838 |  | 1,138,328 |  | Dillard's, Von Maur, JCPenney, Sears
153. |  | Towne West Square |  | KS |  | Wichita |  | Fee |  | 100.0 | % | Built 1980 |  | 83.1 | % | 619,269 |  | 332,287 |  | 951,556 |  | Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods
154. |  | Treasure Coast Square |  | FL |  | Jensen Beach (Ft. Pierce) |  | Fee |  | 100.0 | % | Built 1987 |  | 92.8 | % | 511,372 |  | 350,369 |  | 861,741 |  | Macy's, Dillard's, JCPenney, Sears, Borders Books & Music
155. |  | Tyrone Square |  | FL |  | St. Petersburg (Tampa — St. Pete) |  | Fee |  | 100.0 | % | Built 1972 |  | 96.2 | % | 748,269 |  | 372,971 |  | 1,121,240 |  | Macy's, Dillard's, JCPenney, Sears, Borders Books & Music
156. |  | University Mall |  | AR |  | Little Rock |  | Ground Lease (2026) |  | 100.0 | % | Built 1967 |  | 62.0 | % | 364,992 |  | 153,534 |  | 518,526 |  | JCPenney, M.M. Cohn, (8)
157. |  | University Mall |  | FL |  | Pensacola |  | Fee |  | 100.0 | % | Acquired 1994 |  | 85.0 | % | 478,449 |  | 230,952 |  | 709,401 |  | JCPenney, Sears, Belk
158. |  | University Park Mall |  | IN |  | Mishawaka (South Bend) |  | Fee |  | 60.0 | % | Built 1979 |  | 95.3 | % | 499,876 |  | 319,620 |  | 819,496 |  | Macy's, JCPenney, Sears
159. |  | Upper Valley Mall |  | OH |  | Springfield (Dayton — Springfield) |  | Fee |  | 100.0 | % | Built 1971 |  | 77.7 | % | 479,418 |  | 262,978 |  | 742,396 |  | Macy's, JCPenney, Sears, Elder-Beerman
160. |  | Valle Vista Mall |  | TX |  | Harlingen |  | Fee |  | 100.0 | % | Built 1983 |  | 82.5 | % | 389,781 |  | 265,886 |  | 655,667 |  | Dillard's, JCPenney, Mervyn's, Sears, Marshalls, Steve & Barry's
161. |  | Valley Mall |  | VA |  | Harrisonburg |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 94.6 | % | 315,078 |  | 190,648 |  | 505,726 |  | JCPenney, Belk, Target, Old Navy, (8)

23

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
162. |  | Virginia Center Commons |  | VA |  | Glen Allen (Richmond) |  | Fee |  | 100.0 | % | Built 1991 |  | 96.6 | % | 506,639 |  | 280,817 |  | 787,456 |  | Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears
163. |  | Walt Whitman Mall |  | NY |  | Huntington Station (New York) |  | Ground Lease (2012) |  | 100.0 | % | Acquired 1998 |  | 90.6 | % | 742,214 |  | 294,140 |  | 1,036,354 |  | Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's
164. |  | Washington Square |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1974 |  | 79.2 | % | 616,109 |  | 348,781 |  | 964,890 |  | Macy's, Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Steve & Barry's
165. |  | West Ridge Mall |  | KS |  | Topeka |  | Fee |  | 100.0 | % | Built 1988 |  | 86.4 | % | 716,811 |  | 281,646 |  | 998,457 |  | Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory (6)
166. |  | West Town Mall |  | TN |  | Knoxville |  | Ground Lease (2042) |  | 50.0 | % (4) | Acquired 1991 |  | 97.3 | % | 878,311 |  | 451,465 |  | 1,329,776 |  | Parisian (19), Dillard's, JCPenney, Belk, Sears
167. |  | Westchester, The |  | NY |  | White Plains (New York) |  | Fee |  | 40.0 | % (4) | Acquired 1997 |  | 97.0 | % | 349,393 |  | 478,254 | (18) | 827,647 |  | Neiman Marcus, Nordstrom
168. |  | Westminster Mall |  | CA |  | Westminster (Orange County) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 94.1 | % | 716,939 |  | 496,376 |  | 1,213,315 |  | Macy's, JCPenney, Sears, Target (6)
169. |  | White Oaks Mall |  | IL |  | Springfield |  | Fee |  | 77.5 | % | Built 1977 |  | 94.0 | % | 556,831 |  | 379,688 |  | 936,519 |  | Macy's, Bergner's, Sears, Linens'n Things, Cost Plus World Market, Dick's Sporting Goods
170. |  | Wolfchase Galleria |  | TN |  | Memphis |  | Fee |  | 94.5 | % | Acquired 2002 |  | 99.3 | % | 761,648 |  | 505,461 |  | 1,267,109 |  | Macy's, Dillard's, JCPenney, Sears
171. |  | Woodland Hills Mall |  | OK |  | Tulsa |  | Fee |  | 94.5 | % | Acquired 2002 |  | 98.8 | % | 706,159 |  | 382,115 |  | 1,088,274 |  | Macy's, Dillard's, JCPenney, Sears
|  | Total Regional Mall GLA |  |  |  |  |  |  |  |  |  | 100,739,129 |  | 65,637,622 |  | 166,376,751 |  |
|  | PREMIUM OUTLET CENTERS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Albertville Premium Outlets |  | MN |  | Albertville (Minneapolis/St. Paul) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 98.1 | % | — |  | 429,534 |  | 429,534 |  | Banana Republic, Calvin Klein, Kenneth Cole, Liz Claiborne, Gap Outlet, Old Navy, Polo Ralph Lauren, Tommy Hilfiger, Coach, Nike
2. |  | Allen Premium Outlets |  | TX |  | Allen (Dallas) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 98.9 | % | — |  | 412,792 |  | 412,792 |  | Brooks Brothers, Cole-Haan, Kenneth Cole, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike
3. |  | Aurora Farms Premium Outlets |  | OH |  | Aurora (Cleveland) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 95.4 | % | — |  | 300,181 |  | 300,181 |  | Ann Taylor, Brooks Brothers, Calvin Klein, Gap Outlet, Liz Claiborne, Nautica, Off 5th-Saks Fifth Avenue Outlet, Polo Ralph Lauren, Tommy Hilfiger, Coach
4. |  | Camarillo Premium Outlets |  | CA |  | Camarillo (Los Angeles) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 454,089 |  | 454,089 |  | Ann Taylor, Banana Republic, Barneys New York, Coach, Hugo Boss, Polo Ralph Lauren, St. John, Diesel, Kenneth Cole, Nike, Sony
5. |  | Carlsbad Premium Outlets |  | CA |  | Carlsbad |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 287,936 |  | 287,936 |  | Adidas, Banana Republic, Barneys New York, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Polo Ralph Lauren
6. |  | Carolina Premium Outlets |  | NC |  | Smithfield (Raleigh — Durham — Chapel Hill) |  | Ground Lease (2029) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 439,445 |  | 439,445 |  | Banana Republic, Brooks Brothers, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger, Coach
7. |  | Chicago Premium Outlets |  | IL |  | Aurora (Chicago) |  | Fee |  | 100.0 | % | Built 2004 |  | 100.0 | % | — |  | 437,800 |  | 437,800 |  | Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dooney & Bourke, Elie Tahari, Gap Outlet, Giorgio Armani, Max Mara, Polo Ralph Lauren, Salvatore Ferragamo

24

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
8. |  | Clinton Crossing Premium Outlets |  | CT |  | Clinton (Hartford) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 276,163 |  | 276,163 |  | Barneys New York, Calvin Klein, Coach, Dooney & Bourke, Gap Outlet, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren
9. |  | Columbia Gorge Premium Outlets |  | OR |  | Troutdale (Portland — Vancouver) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 99.2 | % | — |  | 163,815 |  | 163,815 |  | Adidas, Carter's, Gap Outlet, Samsonite, Van Heusen, Liz Claiborne
10. |  | Desert Hills Premium Outlets |  | CA |  | Cabazon (Palm Springs — Los Angeles) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 498,837 |  | 498,837 |  | Burberry, Coach, Giorgio Armani, Gucci, MaxMara, Polo Ralph Lauren, Salvatore Ferragamo, Versace, Yves Saint Laurent Rive Gauche, Zegna
11. |  | Edinburgh Premium Outlets |  | IN |  | Edinburgh (Indianapolis) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 377,717 |  | 377,717 |  | Banana Republic, Coach, Gap Outlet, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger, Calvin Klein, J. Crew
12. |  | Folsom Premium Outlets |  | CA |  | Folsom (Sacramento) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 299,351 |  | 299,351 |  | Brooks Brothers, Gap Outlet, Guess, Kenneth Cole, Liz Claiborne, Nautica, Nike, Nine West, Off 5th-Saks Fifth Avenue
13. |  | Gilroy Premium Outlets |  | CA |  | Gilroy (San Jose) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 577,305 |  | 577,305 |  | Banana Republic, Brooks Brothers, Calvin Klein, Coach, J. Crew, Hugo Boss, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger
14. |  | Jackson Premium Outlets |  | NJ |  | Jackson |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 285,775 |  | 285,775 |  | Calvin Klein, Gap Outlet, Nike, Polo Ralph Lauren, Banana Republic, J. Crew, Liz Claiborne
15. |  | Johnson Creek Premium Outlets |  | WI |  | Johnson Creek |  | Fee |  | 100.0 | % | Acquired 2004 |  | 96.7 | % | — |  | 277,585 |  | 277,585 |  | Calvin Klein, Gap Outlet, Lands' End, Nike, Old Navy Outlet, Polo Ralph Lauren, Tommy Hilfiger, Adidas, Banana Republic
16. |  | Kittery Premium Outlets |  | ME |  | Kittery (Boston) |  | Ground Lease (2009) |  | 100.0 | % | Acquired 2004 |  | 91.5 | % | — |  | 150,491 |  | 150,491 |  | Ann Klein, Banana Republic, Gap Outlet, Coach, J. Crew, Polo Ralph Lauren, Reebok
17. |  | Las Vegas Premium Outlets |  | NV |  | Las Vegas |  | Fee |  | 100.0 | % | Built 2003 |  | 100.0 | % | — |  | 434,978 |  | 434,978 |  | Ann Taylor, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Dolce & Gabbana, Elie Tahari, Polo Ralph Lauren
18. |  | Las Vegas Outlet Center |  | NV |  | Las Vegas |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 477,002 |  | 477,002 |  | Liz Claiborne, Nike, Reebok, Tommy Hilfiger, VF Outlet, Adidas, Calvin Klein
19. |  | Leesburg Corner Premium Outlets |  | VA |  | Leesburg (Washington DC) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 463,288 |  | 463,288 |  | Barneys New York, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren, Williams-Sonoma, Ann Taylor, Banana Republic, Coach, Restoration Hardware
20. |  | Liberty Village Premium Outlets |  | NJ |  | Flemington (New York — Philadelphia) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 97.8 | % | — |  | 173,067 |  | 173,067 |  | Calvin Klein, Ellen Tracy, Jones New York, L.L. Bean, Polo Ralph Lauren, Tommy Hilfiger, Timberland, Waterford Wedgwood
21. |  | Lighthouse Place Premium Outlets |  | IN |  | Michigan City (Chicago) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 456,466 |  | 456,466 |  | Burberry, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike
22. |  | Napa Premium Outlets |  | CA |  | Napa (Napa Valley) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 179,348 |  | 179,348 |  | Banana Republic, Barneys New York, Calvin Klein, J. Crew, Kenneth Cole, Nautica, Tommy Hilfiger, TSE, Coach

25

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
23. |  | North Georgia Premium Outlets |  | GA |  | Dawsonville (Atlanta) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 539,757 |  | 539,757 |  | Calvin Klein, Coach, Hugo Boss, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Williams-Sonoma, J. Crew, Nike, Restoration Hardware
24. |  | Orlando Premium Outlets |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 435,695 |  | 435,695 |  | Barneys New York, Burberry, Coach, Fendi, Giorgio Armani, Hugo Boss, MaxMara, Nike, Polo Ralph Lauren, Dior, LaCoste, Salvatore Ferragamo
25. |  | Osage Beach Premium Outlets |  | MO |  | Osage Beach |  | Fee |  | 100.0 | % | Acquired 2004 |  | 99.0 | % | — |  | 391,381 |  | 391,381 |  | Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger
26. |  | Petaluma Village Premium Outlets |  | CA |  | Petaluma (San Francisco) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 99.6 | % | — |  | 195,837 |  | 195,837 |  | Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Off 5th-Saks Fifth Avenue, Puma
27. |  | Rio Grande Valley Premium Outlets |  | TX |  | Mercedes |  | Fee |  | 100.0 | % | Built 2006 |  | 95.2 | % |  |  | 403,207 |  | 403,207 |  | Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, Nike, Sony
28. |  | Round Rock Premium Outlets |  | TX |  | Round Rock (Austin) |  | Fee |  | 100.0 | % | Built 2006 |  | 99.2 | % |  |  | 431,621 |  | 431,621 |  | Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Gap Outlet, Michael Kors, Nike, Polo Ralph Lauren, Theory
29. |  | Seattle Premium Outlets |  | WA |  | Seattle |  | Ground Lease (2035) |  | 100.0 | % | Built 2005 |  | 100.0 | % | — |  | 402,668 |  | 402,668 |  | Banana Republic, Burberry, Calvin Klein, Nike, Polo Ralph Lauren, Liz Claiborne, Adidas, Adrienne Vittadini, Restoration Hardware
30. |  | St. Augustine Premium Outlets |  | FL |  | St. Augustine (Jacksonsville) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 99.0 | % | — |  | 328,489 |  | 328,489 |  | Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Movado, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama
31. |  | The Crossings Premium Outlets |  | PA |  | Tannersville |  | Fee and Ground Lease (2009) (7) |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 411,774 |  | 411,774 |  | Ann Taylor, Coach, Liz Claiborne, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Banana Republic, Calvin Klein, Burberry
32. |  | Vacaville Premium Outlets |  | CA |  | Vacaville |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 444,252 |  | 444,252 |  | Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Nike, Polo Ralph Lauren, Restoration Hardware
33. |  | Waikele Premium Outlets |  | HI |  | Waipahu (Honolulu) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 209,846 |  | 209,846 |  | A -- X Armani Exchange, Banana Republic, Barneys New York, Calvin Klein, Coach, Guess, Kenneth Cole, MaxMara, Polo Ralph Lauren
34. |  | Waterloo Premium Outlets |  | NY |  | Waterloo |  | Fee |  | 100.0 | % | Acquired 2004 |  | 98.3 | % | — |  | 417,577 |  | 417,577 |  | Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Liz Claiborne, Polo Ralph Lauren, Banana Republic
35. |  | Woodbury Common Premium Outlets |  | NY |  | Central Valley (New York City) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 844,553 |  | 844,553 |  | Banana Republic, Brooks Brothers, Chanel, Dior, Coach, Giorgio Armani, Gucci, Neiman Marcus Last Call, Polo Ralph Lauren, Frette
36. |  | Wrentham Village Premium Outlets |  | MA |  | Wrentham (Boston) |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 615,713 |  | 615,713 |  | Barneys New York, Burberry, Coach, Hugo Boss, Kenneth Cole, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragmo, Sony, Williams Sonoma
|  | Total Premium Outlet Center GLA |  |  |  |  |  |  |  |  |  | — |  | 13,925,335 |  | 13,925,335 |  |

26

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | COMMUNITY/LIFESTYLE CENTERS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Arboretum at Great Hills |  | TX |  | Austin |  | Fee |  | 100.0 | % | Acquired 1998 |  | 93.6 | % | 35,773 |  | 167,628 |  | 203,401 |  | Barnes & Noble, Pottery Barn
2. |  | Bloomingdale Court |  | IL |  | Bloomingdale |  | Fee |  | 100.0 | % | Built 1987 |  | 98.3 | % | 467,513 |  | 162,846 |  | 630,359 |  | Best Buy, T.J. Maxx N More, Office Max, Old Navy, Linens 'n Things, Wal-Mart, Circuit City, Dick's Sporting Goods, Jo-Ann Fabrics
3. |  | Boardman Plaza |  | OH |  | Youngstown |  | Fee |  | 100.0 | % | Built 1951 |  | 73.2 | % | 365,507 |  | 240,730 |  | 606,237 |  | Hobby Lobby, Alltel, Linens 'n Things, Burlington Coat Factory, Giant Eagle, (8)
4. |  | Brightwood Plaza |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1965 |  | 100.0 | % | — |  | 38,493 |  | 38,493 |  | Safeway
5. |  | Celina Plaza |  | TX |  | El Paso |  | Fee and Ground Lease (2012) (11) |  | 100.0 | % | Built 1978 |  | 100.0 | % | — |  | 8,695 |  | 8,695 |  |
6. |  | Charles Towne Square |  | SC |  | Charleston |  | Fee |  | 100.0 | % | Built 1976 |  | 100.0 | % | 71,794 |  | — |  | 71,794 |  |
7. |  | Chesapeake Center |  | VA |  | Chesapeake |  | Fee |  | 100.0 | % | Built 1989 |  | 70.4 | % | 213,651 |  | 92,284 |  | 305,935 |  | K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture (6)
8. |  | Clay Terrace |  | IN |  | Carmel (Indianapolis) |  | Fee |  | 50.0 | % (4) (18) | Built 2004 |  | 90.0 | % | 161,281 |  | 336,375 |  | 497,656 |  | Dick's Sporting Goods, Wild Oats Natural Marketplace, DSW, Circuit City Superstore
9. |  | Cobblestone Court |  | NY |  | Victor |  | Fee and Ground Lease (2038) (7) |  | 35.0 | % (4) (13) | Built 1993 |  | 99.4 | % | 206,680 |  | 58,781 |  | 265,461 |  | Dick's Sporting Goods, Kmart, Office Max
10. |  | Countryside Plaza |  | IL |  | Countryside |  | Fee |  | 100.0 | % | Built 1977 |  | 82.1 | % | 308,489 |  | 95,267 |  | 403,756 |  | Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture, (8)
11. |  | Crystal Court |  | IL |  | Crystal Lake |  | Fee |  | 35.0 | % (4) (13) | Built 1989 |  | 78.4 | % | 201,993 |  | 76,977 |  | 278,970 |  | Wal-Mart, Garden Fresh (6)
12. |  | Dare Centre |  | NC |  | Kill Devil Hills |  | Ground Lease (2058) |  | 100.0 | % | Acquired 2004 |  | 98.7 | % | 127,172 |  | 41,391 |  | 168,563 |  | Belk, Food Lion
13. |  | DeKalb Plaza |  | PA |  | King of Prussia |  | Fee |  | 50.3 | % (15) | Acquired 2003 |  | 81.9 | % | 81,368 |  | 20,374 |  | 101,742 |  | Lane Home Furnishings, ACME Grocery
14. |  | Eastland Convenience Center |  | IN |  | Evansville |  | Ground Lease (2075) |  | 50.0 | % (4) | Acquired 1998 |  | 96.1 | % | 126,699 |  | 48,940 |  | 175,639 |  | Marshalls, Toys 'R Us, Bed Bath & Beyond
15. |  | Eastland Plaza |  | OK |  | Tulsa |  | Fee |  | 100.0 | % | Built 1986 |  | 70.9 | % | 152,451 |  | 33,623 |  | 186,074 |  | Marshalls, Target, Toys 'R Us
16. |  | Empire East (1) |  | SD |  | Sioux Falls |  | Fee |  | 50.0 | % (4) | Acquired 1998 |  | 98.1 | % | 248,181 |  | 49,097 |  | 297,278 |  | Kohl's, Target, Bed Bath & Beyond
17. |  | Fairfax Court |  | VA |  | Fairfax |  | Fee |  | 26.3 | % (4) (13) | Built 1992 |  | 100.0 | % | 169,043 |  | 80,615 |  | 249,658 |  | Burlington Coat Factory, Circuit City Superstore, Offenbacher's
18. |  | Forest Plaza |  | IL |  | Rockford |  | Fee |  | 100.0 | % | Built 1985 |  | 84.5 | % | 324,794 |  | 100,584 |  | 425,378 |  | Kohl's, Marshalls, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed Bath & Beyond, Petco, Circuit City (6), Babies 'R Us (6)
19. |  | Gaitway Plaza |  | FL |  | Ocala |  | Fee |  | 23.3 | % (4) (13) | Built 1989 |  | 99.1 | % | 123,027 |  | 85,713 |  | 208,740 |  | Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond
20. |  | Gateway Shopping Centers |  | TX |  | Austin |  | Fee |  | 95.0 | % | 2004 |  | 99.4 | % | 329,576 |  | 182,790 |  | 512,366 |  | Star Furniture, Best Buy, Linens 'n Things, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, CompUSA, The Container Store, Old Navy
21. |  | Great Lakes Plaza |  | OH |  | Mentor (Cleveland) |  | Fee |  | 100.0 | % | Built 1976 |  | 100.0 | % | 142,229 |  | 21,875 |  | 164,104 |  | Circuit City, Michael's, Best Buy, Cost Plus World Market, Linens 'n Things
22. |  | Greenwood Plus |  | IN |  | Greenwood |  | Fee |  | 100.0 | % | Built 1979 |  | 100.0 | % | 134,141 |  | 21,178 |  | 155,319 |  | Best Buy, Kohl's
23. |  | Griffith Park Plaza |  | IN |  | Griffith |  | Fee |  | 100.0 | % | Built 1979 |  | 73.4 | % | 175,595 |  | 88,455 |  | 264,050 |  | K-Mart
24. |  | Henderson Square |  | PA |  | King of Prussia |  | Fee |  | 76.0 | % (15) | Acquired 2003 |  | 100.0 | % | 72,683 |  | 34,690 |  | 107,373 |  | Staples, Genuardi's Family Market

27

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
25. |  | Highland Lakes Center |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1991 |  | 79.2 | % | 352,405 |  | 140,862 |  | 493,267 |  | Marshalls, Bed Bath & Beyond, American Signature Furniture, Save-Rite Supermarkets, Ross Dress for Less, Office Max, Burlington Coat Factory, K&G Menswear, (8)
26. |  | Indian River Commons |  | FL |  | Vero Beach |  | Fee |  | 50.0 | % (4) | Built 1997 |  | 100.0 | % | 233,358 |  | 19,396 |  | 252,754 |  | 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 | % | — |  | 111,518 |  | 111,518 |  | Bealls, Cost Plus World Market
28. |  | Keystone Shoppes |  | IN |  | Indianapolis |  | Ground Lease (2067) |  | 100.0 | % | Acquired 1997 |  | 100.0 | % | — |  | 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, Carolina Pottery
30. |  | Lake Plaza |  | IL |  | Waukegan |  | Fee |  | 100.0 | % | Built 1986 |  | 100.0 | % | 170,789 |  | 44,673 |  | 215,462 |  | Pick and Save Mega Mart, Home Owners Bargain Outlet
31. |  | Lake View Plaza |  | IL |  | Orland Park (Chicago) |  | Fee |  | 100.0 | % | Built 1986 |  | 94.6 | % | 261,856 |  | 109,396 |  | 371,252 |  | Factory Card Outlet, Linens 'n Things, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Loehmann's
32. |  | Lakeline Plaza |  | TX |  | Austin |  | Fee |  | 100.0 | % | Built 1998 |  | 98.5 | % | 275,754 |  | 111,709 |  | 387,463 |  | Linens 'n Things, T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us
33. |  | Lima Center |  | OH |  | Lima |  | Fee |  | 100.0 | % | Built 1978 |  | 89.0 | % | 189,584 |  | 47,294 |  | 236,878 |  | Kohl's, Hobby Lobby, T.J. Maxx
34. |  | Lincoln Crossing |  | IL |  | O'Fallon |  | Fee |  | 100.0 | % | Built 1990 |  | 100.0 | % | 229,820 |  | 13,446 |  | 243,266 |  | Wal-Mart, PetsMart, The Home Depot
35. |  | Lincoln Plaza |  | PA |  | King of Prussia |  | Fee |  | 63.2 | % (15) | Acquired 2003 |  | 99.7 | % | 143,649 |  | 123,582 |  | 267,231 |  | Burlington Coat Factory, Circuit City, Lane Home Furnishings, AC Moore, Michaels, T.J. Maxx, Home Goods (6)
36. |  | MacGregor Village |  | NC |  | Cary |  | Fee |  | 100.0 | % | Acquired 2004 |  | 83.7 | % | — |  | 143,563 |  | 143,563 |  | Spa Health Club, Tuesday Morning
37. |  | Mall of Georgia Crossing |  | GA |  | Buford (Atlanta) |  | Fee |  | 100.0 | % | Built 1999 |  | 98.7 | % | 341,503 |  | 99,109 |  | 440,612 |  | Best Buy, American Signature Furniture, T.J. Maxx, Nordstrom Rack, Staples, Target
38. |  | Markland Plaza |  | IN |  | Kokomo |  | Fee |  | 100.0 | % | Built 1974 |  | 100.0 | % | 49,051 |  | 41,476 |  | 90,527 |  | Best Buy, Bed Bath & Beyond
39. |  | Martinsville Plaza |  | VA |  | Martinsville |  | Space Lease (2046) |  | 100.0 | % | Built 1967 |  | 97.1 | % | 60,000 |  | 42,105 |  | 102,105 |  | Rose's
40. |  | Matteson Plaza |  | IL |  | Matteson |  | Fee |  | 100.0 | % | Built 1988 |  | 94.3 | % | 230,885 |  | 40,070 |  | 270,955 |  | Michael's, Dominick's, Value City Department Store, (8)
41. |  | Muncie Plaza |  | IN |  | Muncie |  | Fee |  | 100.0 | % | Built 1998 |  | 98.6 | % | 271,626 |  | 27,195 |  | 298,821 |  | Kohl's, Shoe Carnival, T.J. Maxx, (17)
42. |  | New Castle Plaza |  | IN |  | New Castle |  | Fee |  | 100.0 | % | Built 1966 |  | 100.0 | % | 24,912 |  | 66,736 |  | 91,648 |  | Goody's, Jo-Ann Fabrics
43. |  | North Ridge Plaza |  | IL |  | Joliet |  | Fee |  | 100.0 | % | Built 1985 |  | 97.5 | % | 190,323 |  | 114,747 |  | 305,070 |  | Hobby Lobby, Office Max, Fun In Motion, Minnesota Fabrics, Burlington Coat Factory (6)
44. |  | North Ridge Shopping Center |  | NC |  | Raleigh |  | Fee |  | 100.0 | % | Acquired 2004 |  | 97.1 | % | 43,247 |  | 122,906 |  | 166,153 |  | Ace Hardware, Kerr Drugs, Harris-Teeter Grocery
45. |  | Northwood Plaza |  | IN |  | Fort Wayne |  | Fee |  | 100.0 | % | Built 1974 |  | 85.4 | % | 136,404 |  | 71,841 |  | 208,245 |  | Target
46. |  | Park Plaza |  | KY |  | Hopkinsville |  | Fee |  | 100.0 | % | Built 1968 |  | 91.8 | % | 82,398 |  | 32,526 |  | 114,924 |  | Big Lots, Peddler's Mall
47. |  | Plaza at Buckland Hills, The |  | CT |  | Manchester |  | Fee |  | 35.0 | % (4) (13) | Built 1993 |  | 95.6 | % | 252,179 |  | 82,348 |  | 334,527 |  | Linens 'n Things, CompUSA, Jo-Ann Fabrics, Party City, The Maytag Store, Toys 'R Us, Michaels, PetsMart, (17)

28

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
48. |  | Regency Plaza |  | MO |  | St. Charles |  | Fee |  | 100.0 | % | Built 1988 |  | 95.5 | % | 210,627 |  | 76,846 |  | 287,473 |  | Wal-Mart, Sam's Wholesale Club
49. |  | Ridgewood Court |  | MS |  | Jackson |  | Fee |  | 35.0 | % (4) (13) | Built 1993 |  | 96.9 | % | 185,939 |  | 54,732 |  | 240,671 |  | T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls
50. |  | Rockaway Convenience Center |  | NJ |  | Rockaway (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 94.1 | % | 44,518 |  | 104,393 |  | 148,911 |  | Best Buy, Acme, Cost Plus World Market, Office Depot
51. |  | Rockaway Town Plaza |  | NJ |  | Rockaway (New York) |  | Fee |  | 100.0 | % | Acquired 1998 |  | 100.0 | % | 407,501 |  | 51,316 |  | 458,817 |  | Target, Pier 1 Imports, PetsMart, Dick's Sporting Goods
52. |  | Royal Eagle Plaza |  | FL |  | Coral Springs (Miami — Ft. Lauderale) |  | Fee |  | 35.0 | % (4) (13) | Built 1989 |  | 98.4 | % | 124,479 |  | 77,624 |  | 202,103 |  | K Mart, Stein Mart
53. |  | Shops at Arbor Walk, The |  | TX |  | Austin |  | Ground Lease (2055) |  | 100.0 | % | Built 2006 |  | 89.1 | % | 126,610 |  | 223,298 |  | 349,908 |  | Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics (6)
54. |  | Shops at North East Mall, The |  | TX |  | Hurst |  | Fee |  | 100.0 | % | Built 1999 |  | 98.2 | % | 265,595 |  | 99,148 |  | 364,743 |  | Michael's, PetsMart, Old Navy, Pier 1 Imports, T.J. Maxx, Bed Bath & Beyond, Nordstrom Rack, Best Buy
55. |  | St. Charles Towne Plaza |  | MD |  | Waldorf (Washington, D.C.) |  | Fee |  | 100.0 | % | Built 1987 |  | 79.1 | % | 286,081 |  | 108,690 |  | 394,771 |  | T.J. Maxx, Jo-Ann Fabrics, K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Gallo, (8)
56. |  | Teal Plaza |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1962 |  | 100.0 | % | 98,337 |  | 2,750 |  | 101,087 |  | Hobby Lobby, Circuit City, Pep Boys
57. |  | Terrace at the Florida Mall |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1989 |  | 97.9 | % | 289,252 |  | 42,731 |  | 331,983 |  | Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond, (8)
58. |  | Tippecanoe Plaza |  | IN |  | Lafayette |  | Fee |  | 100.0 | % | Built 1974 |  | 100.0 | % | 85,811 |  | 4,711 |  | 90,522 |  | Best Buy, Barnes & Noble
59. |  | University Center |  | IN |  | Mishawaka |  | Fee |  | 60.0 | % | Built 1980 |  | 87.5 | % | 104,347 |  | 46,177 |  | 150,524 |  | Michael's, Best Buy, Linens 'n Things
60. |  | Village Park Plaza |  | IN |  | Carmel (Indianapolis) |  | Fee |  | 35.0 | % (4) (13) | Built 1990 |  | 98.8 | % | 414,593 |  | 134,923 |  | 549,516 |  | Bed Bath & Beyond, Ashley Furniture HomeStore, Kohl's, Wal-Mart, Marsh, Menards
61. |  | Washington Plaza |  | IN |  | Indianapolis |  | Fee |  | 100.0 | % | Built 1976 |  | 100.0 | % | 21,500 |  | 28,607 |  | 50,107 |  |
62. |  | Waterford Lakes Town Center |  | FL |  | Orlando |  | Fee |  | 100.0 | % | Built 1999 |  | 100.0 | % | 622,244 |  | 329,446 |  | 951,690 |  | Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness
63. |  | West Ridge Plaza |  | KS |  | Topeka |  | Fee |  | 100.0 | % | Built 1988 |  | 89.5 | % | 182,161 |  | 59,226 |  | 241,387 |  | Famous Footwear, T.J. Maxx, Toys 'R Us, Target
64. |  | West Town Corners |  | FL |  | Altamonte Springs |  | Fee |  | 23.3 | % (4) (13) | Built 1989 |  | 99.2 | % | 263,782 |  | 121,477 | (18) | 385,259 |  | Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart
65. |  | Westland Park Plaza |  | FL |  | Orange Park |  | Fee |  | 23.3 | % (4) (13) | Built 1989 |  | 99.1 | % | 123,548 |  | 39,606 |  | 163,154 |  | Sports Authority, PetsMart, Burlington Coat Factory
66. |  | White Oaks Plaza |  | IL |  | Springfield |  | Fee |  | 100.0 | % | Built 1986 |  | 98.9 | % | 275,703 |  | 115,723 |  | 391,426 |  | T.J. Maxx, Office Max, Kohl's Babies 'R Us, Kids 'R Us, Cub Foods
67. |  | Whitehall Mall |  | PA |  | Whitehall |  | Fee |  | 38.0 | % (15) (4) | Acquired 2003 |  | 91.2 | % | 444,916 |  | 143,168 |  | 588,084 |  | Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym

29

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
68. |  | Willow Knolls Court |  | IL |  | Peoria |  | Fee |  | 35.0 | % (4) (13) | Built 1990 |  | 98.4 | % | 309,440 |  | 72,937 |  | 382,377 |  | Willow Knolls 14, Burlington Coat Factory, Kohl's, Sam's Wholesale Club
69. |  | Wolf Ranch |  | TX |  | Georgetown (Austin) |  | Fee |  | 100.0 | % | Built 2005 |  | 77.4 | % | 395,071 |  | 218,908 |  | 613,979 |  | Kohl's, Target, Linens 'n Things, Michaels, Best Buy, Office Depot, Old Navy, Pier 1 Imports, PetsMart, T.J. Maxx, DSW
|  | Total Community/Lifestyle Center GLA |  |  |  |  |  |  |  |  |  | 13,152,921 |  | 5,968,456 |  | 19,121,377 |  |
|  | OTHER PROPERTIES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Crossville Outlet Center |  | TN |  | Crossville |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 151,256 |  | 151,256 |  | Bass, Dress Barn, Liz Claiborne, Van Heusen, VF Outlet
2. |  | Factory Merchants Branson |  | MO |  | Branson |  | Fee |  | 100.0 | % | Acquired 2004 |  | 83.3 | % | — |  | 269,307 |  | 269,307 |  | Carter's, Izod, Nautica, Pfaltzgraff, Reebok, Pendelton, Tuesday Morning
3. |  | Factory Stores of America-Boaz |  | AL |  | Boaz |  | Ground Lease (2007) |  | 100.0 | % | Acquired 2004 |  | 72.8 | % | — |  | 111,909 |  | 111,909 |  | Banister/Easy Spirit, Bon Worth, VF Outlet
4. |  | Factory Stores of America-Georgetown |  | KY |  | Georgetown |  | Fee |  | 100.0 | % | Acquired 2004 |  | 96.5 | % | — |  | 176,615 |  | 176,615 |  | Bass, Dress Barn, Van Heusen
5. |  | Factory Stores of America-Graceville |  | FL |  | Graceville |  | Fee |  | 100.0 | % | Acquired 2004 |  | 98.0 | % | — |  | 83,962 |  | 83,962 |  | Factory Brand Shoes, VF Outlet, Van Heusen
6. |  | Factory Stores of America-Lebanon |  | MO |  | Lebanon |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 86,249 |  | 86,249 |  | Dress Barn, VF Outlet, Van Heusen
7. |  | Factory Stores of America-Nebraska City |  | NE |  | Nebraska City |  | Fee |  | 100.0 | % | Acquired 2004 |  | 100.0 | % | — |  | 89,646 |  | 89,646 |  | Bass, Dress Barn, VF Outlet
8. |  | Factory Stores of America-Story City |  | IA |  | Story City |  | Fee |  | 100.0 | % | Acquired 2004 |  | 84.0 | % | — |  | 112,405 |  | 112,405 |  | Dress Barn, Factory Brand Shoes, VF Outlet, Van Heusen
9. |  | Factory Stores of North Bend |  | WA |  | North Bend |  | Fee |  | 100.0 | % | Acquired 2004 |  | 98.4 | % | — |  | 223,402 |  | 223,402 |  | Adidas, Bass, Carter's, Eddie Bauer, Nike, OshKosh B'Gosh, Samsonite, Gap Outlet
10. |  | The Factory Shoppes at Branson Meadows |  | MO |  | Branson |  | Ground Lease (2021) |  | 100.0 | % | Acquired 2004 |  | 88.6 | % |  |  | 286,924 |  | 286,924 |  | Branson Meadows Cinemas, Dress Barn Woman, VF Outlet
|  | Total Other GLA |  |  |  |  |  |  |  |  |  | — |  | 1,591,675 |  | 1,591,675 |  |
|  | Total U.S. Properties GLA |  |  |  |  |  |  |  |  |  | 113,892,050 |  | 87,123,088 |  | 201,015,138 |  |

30

Simon Property Group

Property Table

U.S. Properties

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | Property Name |  | State |  | City (Metropolitan area) |  | Ownership Interest (Expiration if Lease) (3) |  | Legal Ownership |  | Year Built or Acquired |  | Occupancy (5) |  | Anchor |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | PROPERTIES UNDER CONSTRUCTION |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  | Expected Opening |  |  |  |  |  |  |  |  |  |
1. |  | Domain, The |  | TX |  | Austin |  | Fee |  | 100.0 | % | 3/07 |  | N/A |  | — |  | — |  | — |  | Neiman Marcus, Macy's
2. |  | Philadelphia Premium Outlets |  | PA |  | Limerick |  | Fee |  | 100.0 | % | 11/07 |  | N/A |  | — |  | — |  | — |  |
3. |  | Palms Crossing |  | TX |  | McAllen |  | Fee |  | 100.0 | % | 11/07 |  | N/A |  | — |  | — |  | — |  | Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City
4. |  | Pier Park |  | FL |  | Panama City Beach |  | Fee |  | 100.0 | % | 3/08 |  | N/A |  | — |  | — |  | — |  | Dillard's, JCPenney, Target, Old Navy, Borders Books & Music
5. |  | Hamilton Town Center |  | IN |  | Noblesville (Indianapolis) |  | Fee |  | 50.0 | % | 3/08 |  | N/A |  | — |  | — |  | — |  | JCPenney

FOOTNOTES:

(1)
  This Property is managed by a third party.
(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)
  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.
(4)
  Joint Venture Properties accounted for under the equity method.
(5)
  Regional Malls—Executed leases for all company-owned GLA in mall and freestanding stores, excluding majors. Premium Outlet Centers—Executed leases for all company-owned GLA (or total center GLA). Community Centers—Executed leases for all company-owned GLA including majors, mall stores and freestanding stores.
(6)
  Indicates anchor is currently under development.
(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)
  The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.
(13)
  Outside partner receives substantially all of the economic benefit due to a partner preference.
(14)
  The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(15)
  The Operating Partnership's indirect ownership interest is through an approximately 76% ownership interest in Kravco Simon Investments.
(16)
  Indicates anchor has announced its intent to close this location.
(17)
  Indicates anchor has closed, but the Operating Partnership still collects rents and/or fees under an agreement.

31

(18)
  Mall & Freestanding GLA includes office space as follows:

Arsenal Mall—105,807 sq. ft. |  | Lenox Square—2,674 sq. ft.
Century III Mall—35,929 sq. ft. |  | Menlo Park Mall—50,615 sq. ft.
Circle Centre Mall—9,123 sq. ft. |  | Oak Court Mall—126,319 sq. ft.
Copley Place—856,586 sq. ft. |  | Oxford Valley Mall—109,832 sq. ft.
Fashion Centre at Pentagon City, The—169,089 sq. ft. |  | Plaza Carolina—28,192 sq. ft.
Fashion Mall at Keystone, The—10,927 sq. ft. |  | River Oaks Center—118,311 sq. ft.
Firewheel Town Center—75,000 sq. ft. |  | Roosevelt Field—1,610 sq. ft.
Greendale Mall—119,860 sq. ft. |  | Stanford Shopping Center—5,748 sq. ft.
The Plaza & Court at King of Prussia—13,627 sq. ft. |  | The Westchester—820 sq. ft.
Lehigh Valley Mall—11,754 sq. ft. |  |

(19)
  Parisian locations will convert to Belk nameplate in 2007.
(20)
  Nordstrom to open stores in locations previously operated by others at Burlington Mall (2008), Ross Park Mall (2008), Fashion Mall at Keystone (2008), South Shore Plaza (2009), and Northshore Mall (2010).

32

International Properties

We own interests in properties outside the United States through the following international joint venture arrangements.

European Investments

The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and operate real estate properties as of December 31, 2006:

Joint Venture Investment |  | Ownership Interest |  | Properties open and operating |  | Countries of Operation
--- | --- | --- | --- | --- | --- | ---
Gallerie Commerciali Italia, S.p.A. ("GCI") |  | 49.0 | % | 41 |  | Italy
Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") |  | 50.0 | % | 12 |  | France, Poland

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. Simon Ivanhoe also operates through a wholly-owned subsidiary, Groupe BEG, S.A. ("BEG"). Simon Ivanhoe and BEG are fully integrated European retail real estate developers, owners 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 also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of these properties are subject to leaseholds whereby GCI leases all or a portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour are the two largest hypermarket operators in Europe.

Other International Investments

We also hold real estate interests in five joint ventures in Japan and one in Mexico. The five joint ventures in Japan operate Premium Outlet centers in various cities in Japan and have over 1.4 million square feet of GLA. These centers were 100% leased as of December 31, 2006 and contained 600 stores with approximately 300 different tenants. The Premium Outlet center in Mexico is 85% leased as of December 31, 2006.

The following summarizes these six Premium Outlet centers in international joint ventures:

Joint Venture Investment Holdings |  | Ownership Interest |
--- | --- | --- | ---
Gotemba Premium Outlets — Gotemba City (Tokyo), Japan |  | 40.0 | %
Rinku Premium Outlets — Izumisano (Osaka), Japan |  | 40.0 | %
Sano Premium Outlets — Sano (Tokyo), Japan |  | 40.0 | %
Toki Premium Outlets — Toki (Nagoya), Japan |  | 40.0 | %
Tosu Premium Outlets — Fukuoka (Kyushu), Japan |  | 40.0 | %
Punta Norte Premium Outlets — Mexico City, Mexico |  | 50.0 | %

We also have begun construction on Yeoju Premium Outlets, a 253,000 square foot center located in South Korea. We have a 50% interest in this property with the remaining 50% interest owned by Shinsegae. Also, through a joint venture arrangement with MSREF and SZITIC CP, we have a 32.5% interest in four shopping centers that are under construction in China aggregating 1.9 million square feet of GLA.

The following property table summarizes certain data on our properties that are under operation in Europe, Japan, and Mexico at December 31, 2006.

33

Simon Property Group, Inc. and Subsidiaries

International Property Table

|  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area (1) |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | COUNTRY/Property Name |  | City (Metropolitan area) |  | Ownership Interest |  | SPG Ownership |  | Year Built |  | Hypermarket/Anchor (4) |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | FRANCE |  |  |  |  |  |  |  |  |  |  |  |  |  |
1. |  | Bay 2 |  | Torcy (Paris) |  | Fee |  | 50.0 | % | 2003 |  | 132,400 |  | 408,900 |  | 541,300 |  | Carrefour, Leroy Merlin
2. |  | Bay 1 |  | Torcy (Paris) |  | Fee |  | 50.0 | % | 2004 |  | — |  | 336,300 |  | 336,300 |  | Conforama, Go Sport
3. |  | Bel'Est |  | Bagnolet (Paris) |  | Fee |  | 17.5 | % | 1992 |  | 150,700 |  | 63,000 |  | 213,700 |  | Auchan
4. |  | Villabé A6 |  | Villabé (Paris) |  | Fee |  | 7.5 | % | 1992 |  | 102,300 |  | 104,500 |  | 206,800 |  | Carrefour
5. |  | Wasquehal |  | Wasquehal (Lille) |  | Fee |  | 50.0 | % | 2006 |  | 129,200 |  | 102,100 |  | 231,300 |  | Carrefour
|  | Subtotal France |  |  |  |  |  | 514,600 |  | 1,014,800 |  | 1,529,400 |  |
|  | ITALY |  |  |  |  |  |  |  |  |  |  |  |
6. |  | Ancona — Senigallia |  | Senigallia (Ancona) |  | Fee |  | 49.0 | % | 1995 |  | 41,200 |  | 41,600 |  | 82,800 |  | Cityper
7. |  | Ascoli Piceno — Grottammare |  | Grottammare (Ascoli Piceno) |  | Fee |  | 49.0 | % | 1995 |  | 38,900 |  | 55,900 |  | 94,800 |  | Cityper, Scarpe & Scarpe
8. |  | Ascoli Piceno — Porto Sant'Elpidio |  | Porto Sant'Elpidio (Ascoli Piceno) |  | Fee |  | 49.0 | % | 1999 |  | 48,000 |  | 114,300 |  | 162,300 |  | Cityper, Comet
9. |  | Bari — Casamassima |  | Casamassima (Bari) |  | Fee |  | 49.0 | % | 1995 |  | 159,000 |  | 388,800 |  | 547,800 |  | Auchan, Coin, Eldo, Leroy Merlin, Decathlon, Oviesse, Kiabi, Upim
10. |  | Bari — Modugno (5) |  | Modugno (Bari) |  | Fee |  | 49.0 | % | 2004 |  | 96,900 |  | 46,600 |  | 143,500 |  | Auchan
11. |  | Brescia — Mazzano |  | Mazzano (Brescia) |  | Fee/Leasehold (2) |  | 49.0 | % (2) | 1994 |  | 103,300 |  | 127,400 |  | 230,700 |  | Auchan, Bricocenter, Upim, Trony
12. |  | Brindisi — Mesagne |  | Mesagne (Brindisi) |  | Fee |  | 49.0 | % | 2003 |  | 88,000 |  | 140,600 |  | 228,600 |  | Auchan, Euronics
13. |  | Cagliari — Santa Gilla |  | Cagliari |  | Fee/Leasehold (2) |  | 49.0 | % (2) | 1992 |  | 75,900 |  | 114,800 |  | 190,700 |  | Auchan, Bricocenter, Trony
14. |  | Catania — La Rena |  | Catania |  | Fee |  | 49.0 | % | 1998 |  | 124,100 |  | 22,100 |  | 146,200 |  | Auchan
15. |  | Cuneo |  | Cuneo (Torino) |  | Fee |  | 49.0 | % | 2004 |  | 80,700 |  | 201,500 |  | 282,200 |  | Auchan, Bricocenter, Decathlon, Upim, Euronics
16. |  | Giugliano |  | Giugliano (Napoli) |  | Fee |  | 19.6 | % | 2006 |  | 130,000 |  | 618,300 |  | 748,300 |  | Auchan, Decathlon, Leroy Merlin, Oviesse, Conbipel, Scarpe & Scarpe, Eldo, Euronics
17. |  | Milano — Rescaldina |  | Rescaldina (Milano) |  | Fee |  | 49.0 | % | 2000 |  | 165,100 |  | 212,000 |  | 377,100 |  | Auchan, Bricocenter, Decathlon, Media World, Upim
18. |  | Milano — Vimodrone |  | Vimodrone (Milano) |  | Fee |  | 49.0 | % | 1989 |  | 110,400 |  | 80,200 |  | 190,600 |  | Auchan, Bricocenter
19. |  | Napoli — Pompei |  | Pompei (Napoli) |  | Fee |  | 49.0 | % | 1990 |  | 74,300 |  | 17,100 |  | 91,400 |  | Auchan
20. |  | Padova |  | Padova |  | Fee |  | 49.0 | % | 1989 |  | 73,300 |  | 32,500 |  | 105,800 |  | Auchan
21. |  | Palermo |  | Palermo |  | Fee |  | 49.0 | % | 1990 |  | 73,100 |  | 9,800 |  | 82,900 |  | Auchan
22. |  | Pesaro — Fano |  | Fano (Pesaro) |  | Fee |  | 49.0 | % | 1994 |  | 56,300 |  | 56,000 |  | 112,300 |  | Auchan
23. |  | Pescara |  | Pescara |  | Fee |  | 49.0 | % | 1998 |  | 96,300 |  | 65,200 |  | 161,500 |  | Auchan, Upim, Euronics
24. |  | Pescara — Cepagatti |  | Cepagatti (Pescara) |  | Fee |  | 49.0 | % | 2001 |  | 80,200 |  | 189,600 |  | 269,800 |  | Auchan, Bata, Emmezeta Marcatone Z
25. |  | Piacenza — San Rocco al Porto |  | San Rocco al Porto (Piacenza) |  | Fee |  | 49.0 | % | 1992 |  | 104,500 |  | 74,700 |  | 179,200 |  | Auchan, Darty
26. |  | Roma — Collatina |  | Collatina (Roma) |  | Fee |  | 49.0 | % | 1999 |  | 59,500 |  | 4,100 |  | 63,600 |  | Auchan
27. |  | Sassari — Predda Niedda |  | Predda Niedda (Sassari) |  | Fee/Leasehold (2) |  | 49.0 | % (2) | 1990 |  | 79,500 |  | 154,200 |  | 233,700 |  | Auchan, Bricocenter, Upim, Media World

34

Simon Property Group, Inc. and Subsidiaries

International Property Table

|  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area (1) |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | COUNTRY/Property Name |  | City (Metropolitan area) |  | Ownership Interest |  | SPG Ownership |  | Year Built |  | Hypermarket/Anchor (4) |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | ITALY (continued) |  |  |  |  |  |  |  |  |  |  |  |
28. |  | Taranto |  | Taranto |  | Fee |  | 49.0 | % | 1997 |  | 75,200 |  | 126,500 |  | 201,700 |  | Auchan, Bricocenter, Upim
29. |  | Torino |  | Torino |  | Fee |  | 49.0 | % | 1989 |  | 105,100 |  | 66,700 |  | 171,800 |  | Auchan, Upim
30. |  | Torino — Venaria |  | Venaria (Torino) |  | Fee |  | 49.0 | % | 1982 |  | 101,600 |  | 64,000 |  | 165,600 |  | Auchan, Bricocenter
31. |  | Venezia — Mestre |  | Mestre (Venezia) |  | Fee |  | 49.0 | % | 1995 |  | 114,100 |  | 132,600 |  | 246,700 |  | Auchan, Oviesse
32. |  | Vicenza |  | Vicenza |  | Fee |  | 49.0 | % | 1995 |  | 78,400 |  | 20,100 |  | 98,500 |  | Auchan
33. |  | Ancona |  | Ancona |  | Leasehold (3) |  | 49.0 | % (3) | 1993 |  | 82,900 |  | 82,300 |  | 165,200 |  | Auchan, Upim
34. |  | Bergamo |  | Bergamo |  | Leasehold (3) |  | 49.0 | % (3) | 1976 |  | 103,000 |  | 16,900 |  | 119,900 |  | Auchan
35. |  | Brescia — Concesio |  | Concesio (Brescia) |  | Leasehold (3) |  | 49.0 | % (3) | 1972 |  | 89,900 |  | 27,600 |  | 117,500 |  | Auchan, Bata
36. |  | Cagliari — Marconi |  | Cagliari |  | Leasehold (3) |  | 49.0 | % (3) | 1994 |  | 83,500 |  | 109,900 |  | 193,400 |  | Auchan, Bricocenter, Bata, Trony
37. |  | Catania — Misterbianco |  | Misterbianco (Catania) |  | Leasehold (3) |  | 49.0 | % (3) | 1989 |  | 83,300 |  | 16,000 |  | 99,300 |  | Auchan
38. |  | Merate — Lecco |  | Merate (Lecco) |  | Leasehold (3) |  | 49.0 | % (3) | 1976 |  | 73,500 |  | 88,500 |  | 162,000 |  | Auchan, Bricocenter
39. |  | Milano — Cesano Boscone |  | Cesano Boscone (Milano) |  | Leasehold (3) |  | 49.0 | % (3) | 2005 |  | 163,800 |  | 120,100 |  | 283,900 |  | Auchan
40. |  | Milano — Nerviano |  | Nerviano (Milano) |  | Leasehold (3) |  | 49.0 | % (3) | 1991 |  | 83,800 |  | 27,800 |  | 111,600 |  | Auchan
41. |  | Napoli — Mugnano di Napoli |  | Mugnano di Napoli |  | Leasehold (3) |  | 49.0 | % (3) | 1992 |  | 98,000 |  | 94,900 |  | 192,900 |  | Auchan, Bricocenter, Upim
42. |  | Olbia |  | Olbia |  | Leasehold (3) |  | 49.0 | % (3) | 1993 |  | 49,000 |  | 48,800 |  | 97,800 |  | Auchan
43. |  | Roma — Casalbertone |  | Roma |  | Leasehold (3) |  | 49.0 | % (3) | 1998 |  | 62,700 |  | 84,900 |  | 147,600 |  | Auchan, Upim
44. |  | Sassari — Centro Azuni |  | Sassari |  | Leasehold (3) |  | 49.0 | % (3) | 1995 |  | — |  | 35,600 |  | 35,600 |  | Oviesse
45. |  | Torino — Rivoli |  | Rivoli (Torino) |  | Leasehold (3) |  | 49.0 | % (3) | 1986 |  | 61,800 |  | 32,300 |  | 94,100 |  | Auchan
46. |  | Verona — Bussolengo |  | Bussolengo (Verona) |  | Leasehold (3) |  | 49.0 | % (3) | 1975 |  | 89,300 |  | 75,300 |  | 164,600 |  | Auchan, Bricocenter
|  | Subtotal Italy |  |  |  |  |  | 3,557,400 |  | 4,038,100 |  | 7,595,500 |  |
|  | POLAND |  |  |  |  |  |  |  |  |  |  |  |
47. |  | Arkadia Shopping Center |  | Warsaw |  | Fee |  | 50.0 | % | 2004 |  | 202,100 |  | 902,200 |  | 1,104,300 |  | Carrefour, Leroy Merlin, Media, Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg
48. |  | Borek Shopping Center |  | Wroclaw |  | Fee |  | 50.0 | % | 1999 |  | 119,900 |  | 129,300 |  | 249,200 |  | Carrefour
49. |  | Dabrowka Shopping Center |  | Katowice |  | Fee |  | 50.0 | % | 1999 |  | 121,000 |  | 172,900 |  | 293,900 |  | Carrefour, Castorama
50. |  | Gliwice Shopping Center |  | Gliwice |  | Fee |  | 50.0 | % | 2006 |  | 140,700 |  | 239,000 |  | 379,700 |  | Carrefour
51. |  | Turzyn Shopping Center |  | Szczecin |  | Fee |  | 50.0 | % | 2001 |  | 87,200 |  | 121,900 |  | 209,100 |  | Carrefour
52. |  | Wilenska Station Shopping Center |  | Warsaw |  | Fee |  | 50.0 | % | 2002 |  | 92,700 |  | 215,900 |  | 308,600 |  | Carrefour
53. |  | Zakopianka Shopping Center |  | Krakow |  | Fee |  | 50.0 | % | 1998 |  | 120,200 |  | 425,400 |  | 545,600 |  | Carrefour, Castorama
|  | Subtotal Poland |  |  |  |  |  | 883,800 |  | 2,206,600 |  | 3,090,400 |  |

35

Simon Property Group, Inc. and Subsidiaries

International Property Table

|  |  |  |  |  |  |  |  |  |  |  | Gross Leasable Area (1) |  |
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
|  | COUNTRY/Property Name |  | City (Metropolitan area) |  | Ownership Interest |  | SPG Ownership |  | Year Built |  | Hypermarket/Anchor (4) |  | Mall & Freestanding |  | Total |  | Retail Anchors and Major Tenants
|  | JAPAN |  |  |  |  |  |  |  |  |  |  |  |  |  |
54. |  | Gotemba Premium Outlets |  | Gotemba City (Tokyo) |  | Fee |  | 40.0 | % | 2000 |  | — |  | 390,000 |  | 390,000 |  | Bally, Coach, Diesel, Gap, Gucci, Jill Stuart, L.L. Bean, Nike, Tod's
55. |  | Rinku Premium Outlets |  | Izumisano (Osaka) |  | Ground Lease (2020) |  | 40.0 | % | 2000 |  | — |  | 321,000 |  | 321,000 |  | Bally, Brooks Brothers, Coach, Eddie Bauer, Gap, Nautica, Nike, Timberland, Versace
56. |  | Sano Premium Outlets |  | Sano (Tokyo) |  | Ground Lease (2022) |  | 40.0 | % | 2003 |  | — |  | 318,200 |  | 318,200 |  | Bally, Brooks Brothers, Coach, Nautica, New Yorker, Nine West, Timberland
57. |  | Toki Premium Outlets |  | Toki (Nagoya) |  | Ground Lease (2024) |  | 40.0 | % | 2005 |  | — |  | 231,200 |  | 231,200 |  | Adidas, Brooks Brothers, Bruno Magli, Coach, Eddie Bauer, Furla, Nautica, Nike, Timberland, Versace
58. |  | Tosu Premium Outlets |  | Fukuoka (Kyushu) |  | Ground Lease (2023) |  | 40.0 | % | 2004 |  | — |  | 187,000 |  | 187,000 |  | BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory
|  | Subtotal Japan |  |  |  |  |  | — |  | 1,447,400 |  | 1,447,400 |  |
|  | MEXICO |  |  |  |  |  |  |  |  |  |  |  |
59. |  | Punta Norte Premium Outlets |  | Mexico City |  | Fee |  | 50.0 | % | 2004 |  | — |  | 232,000 |  | 232,000 |  | Christian Dior, Sony, Nautica, Levi's, Nike Rockport, Reebok, Adidas, Samsonite
|  | Subtotal Mexico |  |  |  |  |  | — |  | 232,000 |  | 232,000 |  |
|  | TOTAL INTERNATIONAL ASSETS |  |  |  |  |  | 4,955,800 |  | 8,938,900 |  | 13,894,700 |  |

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)
  These properties are encumbered by a leasehold on the entire premises which entitles the lessor the majority of the economics of the property.
(4)
  Represents the sales area of the anchor and excludes any warehouse/storage areas.
(5)
  Gallerie Commerciali Italia, in which we have a 49% joint venture interest, has been notified by an Italian appellate court that the center which opened in February 2004, though properly permitted, was not in accordance the Modugno master plan. The joint venture is appealing the decision of the appellate court and is otherwise working to resolve the issue. The center remains open. The joint venture partner has indemnified us for the amount of our allocated investment in the project.

36

Land Held for Development

We have direct or indirect ownership interests in five parcels of land held in the United States for future development, containing an aggregate of approximately 400 acres located in three states.

Also, on December 28, 2005, we invested $50.0 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. (Toll Brothers) and Meritage Homes Corp. (Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a significant number of homes on the site. We have the option to purchase a substantial portion of the commercial property for retail uses. Other parcels may also be sold to third parties. The site plans call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes. Approximately 645 acres of commercial and retail development will include schools, community amenities and open space. The entitlement, planning, and design processes are ongoing and initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member, expects to develop a master planned community of approximately 12,000 to 15,000 residential units.

Energy Costs Conservation

In 2003, we began monitoring and benchmarking our energy consumption and initiated a process to assess energy efficiency across our enclosed mall properties. In 2004, we implemented a comprehensive strategy to improve energy efficiency. This included the launch of our Energy Best Practices Program, which challenged managers of our enclosed mall properties to examine their operating practices in an effort to reduce energy costs without affecting comfort, safety or reliability. We also developed strategic relationships for investing in cost-effective, energy-efficiency projects. In 2005, we enhanced the remote monitoring of our malls' Energy Management Systems to help ensure optimal system operations through alarm delivery to mall operators and reporting of non-optimal operating practices to management. In 2006, we piloted various techniques in the area of demand shifting and response initiatives to reduce load on utility networks when advised that supply capacity is critically low, while reducing our operating costs.

This strategy helped us reduce electricity usage by 175 million kWhs for 2004, 2005, and 2006 combined, as compared to 2003. This is an 8.2% reduction in electricity usage which represents approximately $18 million in avoided annual operating costs at current market prices. This reduction in electricity usage translates to the avoidance of 110,576 metric tons of carbon dioxide annually, which is equivalent to 23,934 cars not driven for one year, saved electrical energy to power 14,195 U.S. homes for a full year, or 92,147 acres of pine or fir forests storing carbon for one year.

A substantial portion of savings was generated through low cost/no cost measures ranging from simple actions to complex ones. For example, we minimize costs by keeping tight control over hours of operation for all lighting systems in the common area, parking lot, and back of the house areas of our properties without affecting comfort or safety. We also optimize the start/stop of HVAC systems with direct digital controls to meet cooling requirements. Another key strategy for management of energy use is the investment in energy efficient technologies in areas such as lighting, HVAC and building control systems.

In recognition of our excellence in energy efficiency, we received the 2005 Bronze Leader in the Light Award from the National Association of Real Estate Investment Trusts (NAREIT), in collaboration with the U.S. Environmental Protection Agency (EPA). In 2006, our leadership was further recognized as we received the Gold Leader in the Light Award from NAREIT. Recipients are judged on the basis of how effectively they have implemented company-wide operations that generate substantially improved energy efficiency and expense management.

For the past two years, we also participated in the Carbon Disclosure Project's greenhouse emissions information requests to inform investors of our activities in the area of climate change and energy conservation. We also joined the U.S. EPA's ENERGY STAR program, with the goal of continuing to improve our organization's energy and environmental performance.

Mortgage Financing on Properties

The following table sets forth certain information regarding the mortgages and other debt encumbering our Properties and the properties held by our international joint venture arrangements. Substantially all of the mortgage and property related debt is nonrecourse to us.

37

Mortgage and Other Debt on Portfolio Properties
As of December 31, 2006
(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 | % | $ | 28,634 |  | $ | 2,216 |  | 10/10/12 |
Arsenal Mall — 1 |  | 6.75 | % |  | 31,433 |  |  | 2,724 |  | 09/28/08 |
Arsenal Mall — 2 |  | 8.20 | % |  | 1,326 |  |  | 286 |  | 05/05/16 |
Aventura Mall Credit Facility |  | 6.32% | (1) |  | 27,369 |  |  | 1,730 | (2) | 10/27/07 |
Bangor Mall |  | 7.06 | % |  | 22,038 |  |  | 2,302 |  | 12/01/07 |
Battlefield Mall |  | 4.60 | % |  | 97,839 |  |  | 6,154 |  | 07/01/13 |
Bloomingdale Court |  | 7.78 | % |  | 27,532 | (4) |  | 2,578 |  | 11/01/09 |
Boardman Plaza |  | 5.94 | % |  | 23,598 |  |  | 1,402 | (2) | 07/01/14 |
Brunswick Square |  | 5.65 | % |  | 85,659 |  |  | 5,957 |  | 08/11/14 |
Carolina Premium Outlets — Smithfield |  | 9.10 | % |  | 20,231 | (6) |  | 2,114 |  | 03/10/13 |
Century III Mall |  | 6.20 | % |  | 84,525 | (9) |  | 6,541 |  | 10/10/12 |
Chesapeake Square |  | 5.84 | % |  | 72,658 |  |  | 5,162 |  | 08/01/14 |
Cielo Vista Mall |  | 9.38 | % |  | 47,433 | (5) |  | 5,828 |  | 05/01/07 |
College Mall — 1 |  | 7.00 | % |  | 32,630 | (8) |  | 3,908 |  | 01/01/09 |
College Mall — 2 |  | 6.76 | % |  | 10,710 | (8) |  | 935 |  | 01/01/09 |
Copley Place |  | 7.44 | % |  | 171,126 |  |  | 16,266 |  | 08/01/07 |
Coral Square |  | 8.00 | % |  | 85,740 |  |  | 8,065 |  | 10/01/10 |
The Crossings Premium Outlets |  | 5.85 | % |  | 56,707 |  |  | 4,649 |  | 03/13/13 |
Crossroads Mall |  | 6.20 | % |  | 42,451 |  |  | 3,285 |  | 10/10/12 |
Crystal River |  | 7.63 | % |  | 15,341 |  |  | 1,385 |  | 11/11/10 | (25)
Dare Centre |  | 9.10 | % |  | 1,684 | (6) |  | 176 |  | 03/10/13 | (25)
DeKalb Plaza |  | 5.28 | % |  | 3,301 |  |  | 284 |  | 01/01/15 |
Desoto Square |  | 5.89 | % |  | 64,153 |  |  | 3,779 | (2) | 07/01/14 |
The Factory Shoppes at Branson Meadows |  | 9.10 | % |  | 9,409 | (6) |  | 983 |  | 03/10/13 | (25)
Factory Stores of America — Boaz |  | 9.10 | % |  | 2,752 | (6) |  | 287 |  | 03/10/13 | (25)
Factory Stores of America — Georgetown |  | 9.10 | % |  | 6,521 | (6) |  | 681 |  | 03/10/13 | (25)
Factory Stores of America — Graceville |  | 9.10 | % |  | 1,937 | (6) |  | 202 |  | 03/10/13 | (25)
Factory Stores of America — Lebanon |  | 9.10 | % |  | 1,628 | (6) |  | 170 |  | 03/10/13 | (25)
Factory Stores of America — Nebraska City |  | 9.10 | % |  | 1,529 | (6) |  | 160 |  | 03/10/13 | (25)
Factory Stores of America — Story City |  | 9.10 | % |  | 1,891 | (6) |  | 198 |  | 03/10/13 | (25)
Forest Mall |  | 6.20 | % |  | 17,000 | (10) |  | 1,316 |  | 10/10/12 |
Forest Plaza |  | 7.78 | % |  | 15,101 | (4) |  | 1,414 |  | 11/01/09 |
Forum Shops at Caesars, The |  | 4.78 | % |  | 541,935 |  |  | 34,564 |  | 12/01/10 |
Gateway Shopping Center |  | 5.89 | % |  | 87,000 |  |  | 5,124 | (2) | 10/01/11 |
Gilroy Premium Outlets |  | 6.99 | % |  | 64,144 | (7) |  | 6,236 |  | 07/11/08 | (25)
Greenwood Park Mall — 1 |  | 7.00 | % |  | 27,329 | (8) |  | 3,273 |  | 01/01/09 |
Greenwood Park Mall — 2 |  | 6.76 | % |  | 55,331 | (8) |  | 4,831 |  | 01/01/09 |
Henderson Square |  | 6.94 | % |  | 15,063 |  |  | 1,270 |  | 07/01/11 |
Highland Lakes Center |  | 6.20 | % |  | 15,670 | (9) |  | 1,213 |  | 10/10/12 |
Ingram Park Mall |  | 6.99 | % |  | 79,499 | (20) |  | 6,724 |  | 08/11/11 |
Keystone at the Crossing |  | 7.85 | % |  | 57,514 |  |  | 5,642 |  | 07/31/07 |
Kittery Premium Outlets |  | 6.99 | % |  | 10,619 | (7) |  | 1,028 |  | 07/11/08 | (25)
Knoxville Center |  | 6.99 | % |  | 60,201 | (20) |  | 5,092 |  | 08/11/11 |
Lake View Plaza |  | 7.78 | % |  | 20,073 | (4) |  | 1,880 |  | 11/01/09 |
Lakeline Mall |  | 7.65 | % |  | 64,999 |  |  | 6,300 |  | 05/01/07 |
Lakeline Plaza |  | 7.78 | % |  | 22,008 | (4) |  | 2,061 |  | 11/01/09 |
Lighthouse Place Premium Outlets |  | 6.99 | % |  | 44,261 | (7) |  | 4,286 |  | 07/11/08 | (25)
Lincoln Crossing |  | 7.78 | % |  | 3,038 | (4) |  | 285 |  | 11/01/09 |
Longview Mall |  | 6.20 | % |  | 31,814 | (9) |  | 2,462 |  | 10/10/12 |
MacGregor Village |  | 9.10 | % |  | 6,775 | (6) |  | 708 |  | 03/10/13 | (25)
Mall of Georgia |  | 7.09 | % |  | 191,520 |  |  | 16,649 |  | 07/01/10 |
Markland Mall |  | 6.20 | % |  | 22,509 | (10) |  | 1,742 |  | 10/10/12 |
Matteson Plaza |  | 7.78 | % |  | 8,840 | (4) |  | 828 |  | 11/01/09 |
McCain Mall |  | 9.38 | % |  | 22,148 | (5) |  | 2,721 |  | 05/01/07 |
Midland Park Mall |  | 6.20 | % |  | 32,860 | (10) |  | 2,543 |  | 10/10/12 |
Montgomery Mall |  | 5.17 | % |  | 92,508 |  |  | 6,307 |  | 05/11/14 | (25)
Muncie Plaza |  | 7.78 | % |  | 7,643 | (4) |  | 716 |  | 11/01/09 |

38

Northfield Square |  | 6.05 | % |  | 30,382 |  |  | 2,485 |  | 02/11/14 |
Northlake Mall |  | 6.99 | % |  | 69,450 | (20) |  | 5,874 |  | 08/11/11 |
North Ridge Shopping Center |  | 9.10 | % |  | 8,275 | (6) |  | 865 |  | 03/10/13 | (25)
Oxford Valley Mall |  | 6.76 | % |  | 79,924 |  |  | 7,801 |  | 01/10/11 |
Palm Beach Mall |  | 6.20 | % |  | 52,567 |  |  | 4,068 |  | 10/10/12 |
Penn Square Mall |  | 7.03 | % |  | 68,258 |  |  | 6,003 |  | 03/01/09 | (25)
Plaza Carolina — Fixed |  | 5.10 | % |  | 94,714 |  |  | 7,085 |  | 05/09/09 |
Plaza Carolina — Variable Capped |  | 6.22% | (29) |  | 95,744 |  |  | 7,895 |  | 05/09/09 | (3)
Plaza Carolina — Variable Floating |  | 6.22% | (1) |  | 57,445 |  |  | 4,737 |  | 05/09/09 | (3)
Port Charlotte Town Center |  | 7.98 | % |  | 52,007 |  |  | 4,680 |  | 12/11/10 | (25)
Regency Plaza |  | 7.78 | % |  | 4,143 | (4) |  | 388 |  | 11/01/09 |
Richmond Towne Square |  | 6.20 | % |  | 46,156 | (10) |  | 3,572 |  | 10/10/12 |
SB Trolley Square Holding |  | 9.03 | % |  | 28,408 |  |  | 2,880 |  | 08/01/10 |
St. Charles Towne Plaza |  | 7.78 | % |  | 26,518 | (4) |  | 2,483 |  | 11/01/09 |
Stanford Shopping Center |  | 3.60% | (11) |  | 220,000 |  |  | 7,920 | (2) | 09/11/08 |
Sunland Park Mall |  | 8.63% | (13) |  | 35,315 |  |  | 3,768 |  | 01/01/26 |
Tacoma Mall |  | 7.00 | % |  | 126,763 |  |  | 10,778 |  | 10/01/11 |
Towne East Square — 1 |  | 7.00 | % |  | 44,339 |  |  | 4,711 |  | 01/01/09 |
Towne East Square — 2 |  | 6.81 | % |  | 22,330 |  |  | 1,958 |  | 01/01/09 |
Towne West Square |  | 6.99 | % |  | 52,039 | (20) |  | 4,402 |  | 08/11/11 |
University Park Mall |  | 7.43 | % |  | 56,825 |  |  | 4,958 |  | 10/01/07 |
Upper Valley Mall |  | 5.89 | % |  | 47,904 |  |  | 2,822 | (2) | 07/01/14 |
Valle Vista Mall |  | 9.38 | % |  | 29,335 | (5) |  | 3,598 |  | 05/01/07 |
Washington Square |  | 5.94 | % |  | 30,693 |  |  | 1,823 | (2) | 07/01/14 |
Waterloo Premium Outlets |  | 6.99 | % |  | 35,649 | (7) |  | 3,452 |  | 07/11/08 | (25)
West Ridge Mall |  | 5.89 | % |  | 68,711 |  |  | 4,047 | (2) | 07/01/14 |
West Ridge Plaza |  | 7.78 | % |  | 5,342 | (4) |  | 500 |  | 11/01/09 |
White Oaks Mall |  | 5.54 | % |  | 50,000 |  |  | 2,768 | (2) | 11/01/16 |
White Oaks Plaza |  | 7.78 | % |  | 16,298 | (4) |  | 1,526 |  | 11/01/09 |
Wolfchase Galleria |  | 7.80 | % |  | 70,716 |  |  | 6,911 |  | 06/30/07 |
Woodland Hills Mall |  | 7.00 | % |  | 81,587 |  |  | 7,185 |  | 01/01/09 | (25)
Total Consolidated Secured Indebtedness |  |  |  | $ | 4,405,024 |  |  |  |  |  |

39

Unsecured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Simon Property Group, LP: |  |  |  |  |  |  |  |  |  |  |
Unsecured Revolving Credit Facility — USD |  | 5.70% | (15) | $ | — |  | $ | — | (2) | 01/11/11 | (3)
Revolving Credit Facility — Yen Currency |  | 0.85% | (15) |  | 14,673 |  |  | 125 | (2) | 01/11/11 | (3)
Revolving Credit Facility — Euro Currency |  | 4.01% | (15) |  | 290,459 |  |  | 11,643 | (2) | 01/11/11 | (3)
Medium Term Notes — 2 |  | 7.13 | % |  | 180,000 |  |  | 12,825 | (14) | 09/20/07 |
Unsecured Notes — 2B |  | 7.00 | % |  | 150,000 |  |  | 10,500 | (14) | 07/15/09 |
Unsecured Notes — 4C |  | 7.38 | % |  | 200,000 |  |  | 14,750 | (14) | 06/15/18 |
Unsecured Notes — 5B |  | 7.13 | % |  | 300,000 |  |  | 21,375 | (14) | 02/09/09 |
Unsecured Notes — 6B |  | 7.75 | % |  | 200,000 |  |  | 15,500 | (14) | 01/20/11 |
Unsecured Notes — 7 |  | 6.38 | % |  | 750,000 |  |  | 47,813 | (14) | 11/15/07 |
Unsecured Notes — 8A |  | 6.35 | % |  | 350,000 |  |  | 22,225 | (14) | 08/28/12 |
Unsecured Notes — 8B |  | 5.38 | % |  | 150,000 |  |  | 8,063 | (14) | 08/28/08 |
Unsecured Notes — 9A |  | 4.88 | % |  | 300,000 |  |  | 14,625 | (14) | 03/18/10 |
Unsecured Notes — 9B |  | 5.45 | % |  | 200,000 |  |  | 10,900 | (14) | 03/15/13 |
Unsecured Notes — 10A |  | 3.75 | % |  | 300,000 |  |  | 11,250 | (14) | 01/30/09 |
Unsecured Notes — 10B |  | 4.90 | % |  | 200,000 |  |  | 9,800 | (14) | 01/30/14 |
Unsecured Notes — 11A |  | 4.88 | % |  | 400,000 |  |  | 19,500 | (14) | 08/15/10 |
Unsecured Notes — 11B |  | 5.63 | % |  | 500,000 |  |  | 28,125 | (14) | 08/15/14 |
Unsecured Notes — 12 A |  | 5.10 | % |  | 600,000 |  |  | 30,600 | (14) | 06/15/15 |
Unsecured Notes — 12 B |  | 4.60 | % |  | 400,000 |  |  | 18,400 | (14) | 06/15/10 |
Unsecured Notes — 13 A |  | 5.38 | % |  | 500,000 |  |  | 26,875 | (14) | 06/01/11 |
Unsecured Notes — 13 B |  | 5.75 | % |  | 600,000 |  |  | 34,500 | (14) | 12/01/15 |
Unsecured Notes — 14 A |  | 5.75 | % |  | 400,000 |  |  | 23,000 | (14) | 05/01/12 |
Unsecured Notes — 14 B |  | 6.10 | % |  | 400,000 |  |  | 24,400 | (14) | 05/01/16 |
Unsecured Notes — 15 A |  | 5.60 | % |  | 600,000 |  |  | 33,600 | (14) | 09/01/11 |
Unsecured Notes — 15 B |  | 5.88 | % |  | 500,000 |  |  | 29,375 | (14) | 03/01/17 |
Unsecured Notes — 16 A |  | 5.00 | % |  | 600,000 |  |  | 30,000 | (14) | 03/01/12 |
Unsecured Notes — 16 B |  | 5.25 | % |  | 650,000 |  |  | 34,125 | (14) | 12/01/16 |
Mandatory Par Put Remarketed Securities |  | 7.00 | % |  | 200,000 |  |  | 14,000 | (14) | 06/15/08 | (16)
|  |  |  |  | 9,935,132 |  |  |  |  |  |
The Retail Property Trust, subsidiary: |  |  |  |  |  |  |  |  |  |  |
Unsecured Notes — CPI 4 |  | 7.18 | % |  | 75,000 |  |  | 5,385 | (14) | 09/01/13 |
Unsecured Notes — CPI 5 |  | 7.88 | % |  | 250,000 |  |  | 19,688 | (14) | 03/15/16 |
|  |  |  |  | 325,000 |  |  |  |  |  |
CPG Partners, LP, subsidiary: |  |  |  |  |  |  |  |  |  |  |
Unsecured Notes — CPG 2 |  | 7.25 | % |  | 125,000 |  |  | 9,063 | (14) | 10/21/07 |
Unsecured Notes — CPG 3 |  | 3.50 | % |  | 100,000 |  |  | 3,500 | (14) | 03/15/09 |
Unsecured Notes — CPG 4 |  | 8.63 | % |  | 50,000 |  |  | 4,313 | (14) | 08/17/09 |
Unsecured Notes — CPG 5 |  | 8.25 | % |  | 150,000 |  |  | 12,375 | (14) | 02/01/11 |
Unsecured Notes — CPG 6 |  | 6.88 | % |  | 100,000 |  |  | 6,875 | (14) | 06/15/12 |
Unsecured Notes — CPG 7 |  | 6.00 | % |  | 150,000 |  |  | 9,000 | (14) | 01/15/13 |
|  |  |  |  | 675,000 |  |  |  |  |  |
| Total Consolidated Unsecured Indebtedness |  |  |  | $ | 10,935,132 |  |  |  |  |  |
| Total Consolidated Indebtedness at Face Amounts |  |  |  | $ | 15,340,156 |  |  |  |  |  |
| Fair Value Interest Rate Swaps |  |  |  |  | (9,428) | (24) |  |  |  |  |
| Net Premium on Indebtedness |  |  |  |  | 93,732 |  |  |  |  |  |
| Net Discount on Indebtedness |  |  |  |  | (29,971 | ) |  |  |  |  |
| Total Consolidated Indebtedness |  |  |  | $ | 15,394,489 | (19) |  |  |  |  |

40

Joint Venture Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Secured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Apple Blossom Mall |  | 7.99 | % | $ | 38,219 |  | $ | 3,607 |  | 09/10/09 |
Arkadia Shopping Center |  | 4.67 | % (31) |  | 135,062 |  |  | 6,312 |  | 05/31/12 |
Atrium at Chestnut Hill |  | 6.89 | % |  | 46,025 |  |  | 3,880 |  | 03/11/11 | (25)
Auburn Mall |  | 7.99 | % |  | 44,744 |  |  | 4,222 |  | 09/10/09 |
Aventura Mall |  | 6.61 | % |  | 200,000 |  |  | 13,220 | (2) | 04/06/08 |
Avenues, The |  | 5.29 | % |  | 75,588 |  |  | 5,325 |  | 04/01/13 |
Bay 1 (Torcy) |  | 4.42 | % (31) |  | 18,575 |  |  | 822 |  | 05/31/11 |
Bay 2 (Torcy) |  | 4.42 | % (31) |  | 69,290 |  |  | 3,065 |  | 06/30/11 |
Borek Shopping Center |  | 5.93 | % |  | 16,396 |  |  | 973 |  | 02/06/12 |
Cape Cod Mall |  | 6.80 | % |  | 93,520 |  |  | 7,821 |  | 03/11/11 |
Castleton Storage |  | 7.37 | % (1) |  | 256 |  |  | 19 | (2) | 07/31/09 | (3)
Circle Centre Mall |  | 5.02 | % |  | 75,624 |  |  | 5,165 |  | 04/11/13 |
Clay Terrace |  | 5.08 | % |  | 115,000 |  |  | 5,842 | (2) | 10/01/15 |
Coconut Point |  | 5.83 | % |  | 230,000 |  |  | 13,409 | (2) | 12/10/16 |
Coddingtown Mall |  | 6.57 | % (1) |  | 10,500 |  |  | 690 | (2) | 07/14/07 |
Crystal Mall |  | 5.62 | % |  | 99,883 |  |  | 7,319 |  | 09/11/12 | (25)
Dabrowka Shopping Center |  | 6.04 | % (31) |  | 4,978 |  |  | 301 |  | 07/03/14 |
Dadeland Mall |  | 6.75 | % |  | 189,252 |  |  | 15,566 |  | 02/11/12 | (25)
Domain Residential |  | 6.47 | % (1) |  | 21,673 |  |  | 1,403 | (2) | 03/03/11 | (3)
Eastland Mall |  | 5.79 | % |  | 168,000 |  |  | 9,734 | (2) | 06/01/16 |
Emerald Square Mall |  | 5.13 | % |  | 137,050 |  |  | 9,479 |  | 03/01/13 |
Empire Mall |  | 5.79 | % |  | 176,300 |  |  | 10,215 | (2) | 06/01/16 |
Fashion Centre Pentagon Retail |  | 6.63 | % |  | 156,904 |  |  | 12,838 |  | 09/11/11 | (25)
Fashion Centre Pentagon Office |  | 6.07 | % (30) |  | 40,000 |  |  | 2,429 | (2) | 07/09/09 | (3)
Fashion Valley Mall — 1 |  | 6.49 | % |  | 158,720 |  |  | 13,218 |  | 10/11/08 | (25)
Fashion Valley Mall — 2 |  | 6.58 | % |  | 29,124 |  |  | 1,915 | (2) | 10/11/08 | (25)
Firewheel Residential |  | 7.17 | % (1) |  | 606 |  |  | 43 | (2) | 06/20/09 |
Florida Mall, The |  | 7.55 | % |  | 254,151 |  |  | 22,766 |  | 12/10/10 |
Galleria Commerciali Italia — Facility A |  | 4.77 | % (18) |  | 328,859 |  |  | 21,411 |  | 12/22/11 | (3)
Galleria Commerciali Italia — Facility B |  | 4.87 | % (27) |  | 324,885 |  |  | 22,565 |  | 12/22/11 |
Galleria Commerciali Italia — Cinisello |  | 4.12 | % |  | 29,545 |  |  | 1,218 |  | 06/20/07 |
Gaitway Plaza |  | 4.60 | % |  | 13,900 | (17) |  | 640 | (2) | 07/01/15 |
Granite Run Mall |  | 5.83 | % |  | 121,189 |  |  | 8,622 |  | 06/01/16 |
Greendale Mall |  | 6.00 | % |  | 45,000 |  |  | 2,699 | (2) | 10/01/16 |
Gotemba Premium Outlets — Fixed |  | 2.00 | % |  | 8,398 | (26) |  | 1,176 |  | 10/25/14 |
Gotemba Premium Outlets — Variable |  | 2.30 | % (12) |  | 16,208 | (26) |  | 3,900 |  | 09/30/07 |
Gwinnett Place — 1 |  | 7.54 | % |  | 35,621 |  |  | 3,412 |  | 04/01/07 |
Gwinnett Place — 2 |  | 7.25 | % |  | 79,239 |  |  | 7,070 |  | 04/01/07 |
Hamilton Town Center |  | 6.32 | % (1) |  | 9,398 |  |  | 594 | (2) | 03/31/07 |
Highland Mall |  | 6.83 | % |  | 66,744 |  |  | 5,634 |  | 07/11/11 |
Houston Galleria — 1 |  | 5.44 | % |  | 643,583 |  |  | 34,985 | (2) | 12/01/15 |
Houston Galleria — 2 |  | 5.44 | % |  | 177,417 |  |  | 9,644 | (2) | 12/01/15 |
Indian River Commons |  | 5.21 | % |  | 9,645 |  |  | 503 | (2) | 11/01/14 |
Indian River Mall |  | 5.21 | % |  | 65,355 |  |  | 3,408 | (2) | 11/01/14 |
King of Prussia Mall — 1 |  | 7.49 | % |  | 162,777 |  |  | 23,183 |  | 01/01/17 |
King of Prussia Mall — 2 |  | 8.53 | % |  | 11,314 |  |  | 1,685 |  | 01/01/17 |
Lehigh Valley Mall |  | 5.88 | % (1) |  | 150,000 |  |  | 8,823 | (2) | 08/09/10 | (3)
Liberty Tree Mall |  | 5.22 | % |  | 35,000 |  |  | 1,827 | (2) | 10/11/13 |
Mall at Rockingham |  | 7.88 | % |  | 93,242 |  |  | 8,705 |  | 09/01/07 |
Mall at Chestnut Hill |  | 8.45 | % |  | 14,172 |  |  | 1,396 |  | 02/02/10 |
Mall of New Hampshire — 1 |  | 6.96 | % |  | 96,202 |  |  | 8,345 |  | 10/01/08 | (25)
Mall of New Hampshire — 2 |  | 8.53 | % |  | 7,989 |  |  | 786 |  | 10/01/08 |
Mesa Mall |  | 5.79 | % |  | 87,250 |  |  | 5,055 | (2) | 06/01/16 |
Miami International Mall |  | 5.35 | % |  | 97,198 |  |  | 6,533 |  | 10/01/13 |
Northshore Mall |  | 5.03 | % |  | 210,000 |  |  | 10,553 | (2) | 03/11/14 | (25)
Quaker Bridge Mall |  | 7.03 | % |  | 21,627 |  |  | 2,407 |  | 04/01/16 |
Plaza at Buckland Hills, The |  | 4.60 | % |  | 24,800 | (17) |  | 1,142 | (2) | 07/01/15 |
Ridgewood Court |  | 4.60 | % |  | 14,650 | (17) |  | 674 | (2) | 07/01/15 |

41

Rinku Premium Outlets |  | 2.34 | % |  | 31,276 | (26) |  | 4,857 |  | 10/25/14 |
Rushmore Mall |  | 5.79 | % |  | 94,000 |  |  | 5,446 | (2) | 06/01/16 |
Sano Premium Outlets |  | 2.39 | % |  | 46,214 | (26) |  | 7,371 |  | 05/31/16 |
St. Johns Town Center |  | 5.06 | % |  | 170,000 |  |  | 8,602 | (2) | 03/11/15 |
St. John's Town Center Phase II |  | 6.17 | % (1) |  | 17,530 |  |  | 1,082 | (2) | 02/27/07 |
Seminole Towne Center |  | 5.97 | % (22) |  | 70,000 |  |  | 4,180 | (2) | 07/09/09 | (3)
Shops at Sunset Place, The |  | 6.07 | % (21) |  | 90,867 |  |  | 7,250 |  | 05/09/09 | (3)
Smith Haven Mall |  | 5.16 | % |  | 180,000 |  |  | 9,283 | (2) | 03/01/16 |
Solomon Pond |  | 3.97 | % |  | 113,206 |  |  | 6,505 |  | 08/01/13 |
Source, The |  | 6.65 | % |  | 124,000 |  |  | 8,246 | (2) | 03/11/09 |
Southern Hills Mall |  | 5.79 | % |  | 101,500 |  |  | 5,881 | (2) | 06/01/16 |
SouthPark Residential |  | 6.72 | % (1) |  | 20,319 |  |  | 1,366 | (2) | 10/31/08 |
Springfield Mall |  | 6.42 | % (1) |  | 76,500 |  |  | 4,913 | (2) | 12/01/10 | (3)
Square One |  | 6.73 | % |  | 90,038 |  |  | 7,380 |  | 03/11/12 |
Surprise Grand Vista |  | 10.61 | % |  | 249,306 |  |  | 26,455 | (2) | 12/28/10 | (3)
Toki Premium Outlets |  | 1.22 | % (12) |  | 21,248 | (26) |  | 3,283 |  | 10/30/09 |
Tosu Premium Outlets |  | 2.60 | % |  | 10,617 | (26) |  | 1,852 |  | 08/24/13 |
Town Center at Cobb — 1 |  | 7.54 | % |  | 45,383 |  |  | 4,347 |  | 04/01/07 |
Town Center at Cobb — 2 |  | 7.25 | % |  | 60,303 |  |  | 5,381 |  | 04/01/07 |
Turzyn Shopping Center |  | 6.32 | % |  | 24,162 |  |  | 1,528 |  | 06/06/14 |
University Storage |  | 7.37 | % (1) |  | 2,344 |  |  | 173 | (2) | 07/31/09 | (3)
Valley Mall |  | 5.83 | % |  | 47,184 |  |  | 3,357 |  | 06/01/16 |
Villabe A6 — Bel'Est |  | 4.72 | % (31) |  | 11,577 |  |  | 547 |  | 08/31/11 |
Village Park Plaza |  | 4.60 | % |  | 29,850 | (17) |  | 1,374 | (2) | 07/01/15 |
West Town Corners |  | 4.60 | % |  | 18,800 | (17) |  | 865 | (2) | 07/01/15 |
West Town Mall |  | 6.90 | % |  | 76,000 |  |  | 5,244 | (2) | 05/01/08 | (25)
Westchester, The |  | 4.86 | % |  | 500,000 |  |  | 24,300 | (2) | 06/01/10 |
Whitehall Mall |  | 6.77 | % |  | 13,072 |  |  | 1,282 |  | 11/01/08 |
Wilenska Station Shopping Center |  | 5.12 | % (31) |  | 39,524 |  |  | 2,025 |  | 08/31/11 |
Zakopianka Shopping Center |  | 6.60 | % |  | 14,865 |  |  | 981 |  | 12/28/11 |
| Total Joint Venture Secured Indebtedness at Face Amounts |  |  |  | $ | 7,996,332 |  |  |  |  |  |
Unsecured Indebtedness: |  |  |  |  |  |  |  |  |  |  |
Galleria Commerciali Italia — Facility C |  | 4.28 | % (28) |  | 61,129 |  |  | 2,618 | (2) | 12/22/08 | (3)
Total Joint Venture Unsecured Indebtedness |  |  |  |  | 61,129 |  |  |  |  |  |
| Net Premium on Indebtedness |  |  |  |  | 0 |  |  |  |  |  |
| Net Discount on Indebtedness |  |  |  |  | (1,606 | ) |  |  |  |  |
| Total Joint Venture Indebtedness |  |  |  | $ | 8,055,855 | (23) |  |  |  |  |

(Footnotes on following page)

42

(Footnotes for preceding pages)

(1)
  Variable rate loans based on LIBOR plus interest rate spreads ranging from 37.5 bps to 205 bps. LIBOR as of December 31, 2006 was 5.32%.
(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)
  Loans secured by these eleven Properties are cross-collateralized and cross-defaulted.
(7)
  Loans secured by these four Properties are cross-collateralized and cross-defaulted.
(8)
  Loans secured by these two Properties are cross-collateralized and cross-defaulted.
(9)
  Loans secured by these three Properties are cross-collateralized.
(10)
  Loans secured by these four Properties are cross-collateralized.
(11)
  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, 2006, 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 5.37%.
(12)
  Variable rate loans based on Yen LIBOR plus interest rate spreads ranging from 50 bps to 187.5 bps. Yen LIBOR as of December 31, 2006 was 0.4738%.
(13)
  Lender also participates in a percentage of certain gross receipts above a specified base. This threshold was met and additional interest was paid in 2006.
(14)
  Requires semi-annual payments of interest only.
(15)
  $3,000,000 Credit Facility. As of December 31, 2006, the Credit Facility bears interest at LIBOR + 0.375% and provides for different pricing based upon the Operating Partnership's investment grade rating. As of December 31, 2006, $2.7 billion was available after outstanding borrowings and letter of credits.
(16)
  The MOPPRS have an actual maturity of June 15, 2028, but are subject to mandatory redemption on June 15, 2008.
(17)
  Loans secured by these five Properties are cross-collateralized and cross-defaulted.
(18)
  Debt is denominated in Euros and bears interest at 3 month Euribor + 1.05%. Debt consists of a Euros 269.0 million tranche of which Euros 249.1 million is drawn.
(19)
  Our share of consolidated indebtedness was $15,203,980.
(20)
  Loans secured by these four Properties are cross-collateralized and cross-defaulted.
(21)
  LIBOR + 0.750%, with LIBOR capped at 7.500%.
(22)
  LIBOR + 0.650%, with LIBOR capped at 8.500%.
(23)
  Our share of joint venture indebtedness was $3,472,228. Our share of indebtedness for joint ventures excludes our share of indebtedness of $79.5 million in joint venture entities in which a non-controlling interest is held by Gallerie Commerciali Italia, an entity which we have a 49% interest.
(24)
  Represents the fair market value of interest rate swaps entered into by the Operating Partnership.
(25)
  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 the loan agreement.
(26)
  Amounts shown in US Dollar Equivalent. Yen equivalent 15,950.7 million
(27)
  Debt is denominated in Euros and bears interest at 3 month Euribor + 1.15%. Debt consists of a Euros 255 million tranche which Euros 246.1 million is drawn.
(28)
  Debt is denominated in Euros and bears interest at Euribor + 0.650%. Debt consists of a Euros 150 million tranche of which Euros 46.3 million is drawn.
(29)
  LIBOR + 0.900%, with LIBOR capped at 8.250%.
(30)
  LIBOR + 0.750%, with LIBOR capped at 8.250%.
(31)
  Associated with these loans are interest rate swap agreements with a total combined Euro 199.3 million notional amount that effectively fixed these loans at a combined 4.66%.

43

Mortgage and Other Debt on Portfolio Properties
and Investments in Real Estate
As of December 31, 2006
(Dollars in thousands)

Changes in Mortgages and Other Indebtedness

The changes in mortgages and other indebtedness for the years ended December 31, 2006, 2005, 2004 are as follows:

|  | 2006 |  | 2005 |  | 2004 |
--- | --- | --- | --- | --- | --- | --- | ---
Balance, Beginning of Year |  | $ | 14,106,117 |  | $ | 14,586,393 |  | $ | 10,266,388 |
| Additions during period: |  |  |  |  |  |  |  |  |  |
|  | New Loan Originations |  |  | 2,810,239 |  |  | 2,484,264 |  |  | 4,509,640 |
|  | Loans assumed in acquisitions and consolidations |  |  | 192,272 |  |  | — |  |  | 1,387,182 |
|  | Net Premium/(Discount) |  |  | (5,031 | ) |  | (11,328 | ) |  | 132,905 |
| Deductions during period: |  |  |  |  |  |  |  |  |  |
|  | Loan Retirements |  |  | (1,619,148 | ) |  | (2,764,438 | ) |  | (1,652,022 | )
|  | Loans Related to Deconsolidations |  |  | — |  |  | (100,022 | ) |  | — |
|  | Amortization of Net (Premiums)/Discounts |  |  | (25,784 | ) |  | (33,710 | ) |  | (14,043 | )
|  | Scheduled Principal Amortization |  |  | (64,176 | ) |  | (55,042 | ) |  | (43,657 | )
Balance, End of Year |  | $ | 15,394,489 |  | $ | 14,106,117 |  | $ | 14,586,393 |

44

Item 3. Legal Proceedings

On November 15, 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courts against us and our affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain Properties violated gift certificate statutes and consumer protection laws in those states. Each of these suits seeks injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers. We filed our own actions for declaratory judgment actions in Federal district courts in each of the three states.

With respect to the New Hampshire litigation, on August 1, 2006, the Federal district court in New Hampshire granted our motion for summary judgment and held that the gift card program that has been in existence since September 1, 2005 is a banking product and state law regulation is preempted by Federal banking laws. However, the Attorney General's appeal of this judgment in our favor in Federal district court in New Hampshire is pending. In February 2007, we entered into a voluntary, no-fault settlement agreement regarding the elements of the New Hampshire action which related to the program that existed before September 1, 2005. This settlement did not have a significant impact on the results of our operations.

In addition, we are a defendant in three other proceedings relating to the gift card program: Betty Benson and Andrea Nay-Richardson vs. Simon Property Group, Inc., and Simon Property Group, L.P., Superior Court of Cobb County, State of Georgia, Case No.: 04-1-9617-42, filed December 9, 2004; Christopher Lonner vs. Simon Property Group, Inc., Supreme Court of the State of NY, County of Westchester, Case No.: 04-2246, filed February 18, 2004; and Aliza Goldman, individually and on behalf of all others similarly situated vs. Simon Property Group, Inc., Supreme Court of the State of New York, County of Nassau, filed February 7, 2005. Each of these proceedings has been brought as a purported class action and alleges violation of state consumer protection laws, state abandoned property and contract laws or state statutes regarding gift certificates or gift cards and seeks a variety of remedies including unspecified damages and injunctive relief.

We believe that we have viable defenses under both state and federal laws to the pending gift card actions. Although it is not possible to provide any assurance of the ultimate outcome of any of these pending actions, management does not believe that an adverse outcome would have a material adverse effect on our financial position, results of operations or cash flow.

As previously disclosed, we were a defendant in a suit brought against us by a partner in a partnership in which we previously held ownership in, Mall of America Associates ("MOAA"). Effective November 2, 2006, all parties agreed to settle the lawsuit and all claims with no settlement payment due by either party. We had most currently been a beneficial interest holder in the operations of MOAA which entitled us the right to receive cash flow distributions and capital transaction proceeds, or approximately a 25% interest in the underlying operations. Concurrently with the settlement of the litigation, the Simon family partner in MOAA sold its entire interest in MOAA. We received $102.2 million of capital transaction proceeds related to this transaction, terminating our beneficial interests, which resulted in a gain of $86.5 million.

We are involved in various other legal proceedings that arise in the ordinary course of our 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. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

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

None.

45

Part II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

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
--- | --- | --- | --- | --- | --- | --- | --- | ---
2006 |  |  |  |  |  |  |  |  |  |  |  |
1st Quarter |  | $ | 88.48 |  | $ | 76.21 |  | $ | 84.14 |  | $ | 0.76
2nd Quarter |  |  | 84.88 |  |  | 76.14 |  |  | 82.94 |  |  | 0.76
3rd Quarter |  |  | 92.35 |  |  | 81.19 |  |  | 90.62 |  |  | 0.76
4th Quarter |  |  | 104.08 |  |  | 89.75 |  |  | 101.29 |  |  | 0.76
2005 |  |  |  |  |  |  |  |  |  |  |  |
1st Quarter |  | $ | 65.60 |  | $ | 58.29 |  | $ | 60.58 |  | $ | 0.70
2nd Quarter |  |  | 74.06 |  |  | 59.29 |  |  | 72.49 |  |  | 0.70
3rd Quarter |  |  | 80.97 |  |  | 70.52 |  |  | 74.12 |  |  | 0.70
4th Quarter |  |  | 79.99 |  |  | 65.75 |  |  | 76.63 |  |  | 0.70

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 2,207 as of December 31, 2006. 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. We are required to pay a minimum level of dividends to maintain our status as a REIT. Our dividends and limited partner distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future dividends and the distributions of the Operating Partnership will be determined by the Board based on actual results of operations, cash available for dividends and limited partner distributions, and what may be required to maintain our status as a REIT. The Board declared and we paid a common stock dividend of $0.76 per share in the fourth quarter of 2006.

Simon Property offers an Automatic Dividend Reinvestment Plan for its common shares that allows stockholders, 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

During the fourth quarter of 2006, we issued 8,000,000 shares of Series K Variable Rate Redeemable Preferred Stock (Series K Preferred Stock) to a single institutional investor for cash proceeds in the amount of $200.0 million. We used the proceeds to fund the redemption of the Series F Cumulative Redeemable Preferred Stock. The Series K 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.

46

Issuances Under Equity Compensation Plans

For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 to this report.

Issuer Purchases of Equity Securities

On May 11, 2006, the Board authorized us to repurchase up to 6,000,000 shares of our common stock subject to a maximum aggregate purchase price of $250 million over the next twelve months as market conditions warrant. We may repurchase the shares in the open market or in privately negotiated transactions. There were no purchases under this program during the fourth quarter of 2006.

Item 6. Selected Financial Data

The information required by this item is incorporated herein by reference to the Selected Financial Data section of the 2006 Annual Report to Stockholders filed as Exhibit 13.1 to this Form 10-K.

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

The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Simon Property's 2006 Annual Report to Stockholders 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 Simon Property's 2006 Annual Report to Stockholders 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 our 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 of December 31, 2006.

Management's Report on Internal Control over Financial Reporting. Our management's report on internal control over financial reporting is set forth in our 2006 Annual Report to Stockholders as the last page of Management's Discussion and Analysis of Financial Condition and Results of Operation, filed as Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

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 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

47

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders 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 2007 annual meeting of stockholders 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 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

48

Part IV

Item 15. Exhibits and Financial Statement Schedules

(1)
  Consolidated Financial Statements

Simon Property Group, Inc. and Subsidiaries' consolidated financial statements and independent registered public accounting firm's reports are included in our 2006 Annual Report to Stockholders, filed as Exhibit 13.1 to this Form 10-K and are incorporated herein by reference.

|  |  |  | Page No.
--- | --- | --- | --- | ---
(2) |  | Financial Statement Schedule |  |
|  | Simon Property Group, Inc. and Subsidiaries Schedule III — Schedule of Real Estate and Accumulated Depreciation |  | 54
|  | Notes to Schedule III |  | 61
(3) |  | Exhibits |  |
|  | The Exhibit Index attached hereto is hereby incorporated by reference to this Item. |  | 52

49

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

February 28, 2007

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) |  | February 28, 2007
/s/ HERBERT SIMON Herbert Simon |  | Co-Chairman of the Board of Directors |  | February 28, 2007
/s/ MELVIN SIMON Melvin Simon |  | Co-Chairman of the Board of Directors |  | February 28, 2007
/s/ RICHARD S. SOKOLOV Richard S. Sokolov |  | President, Chief Operating Officer and Director |  | February 28, 2007
/s/ BIRCH BAYH Birch Bayh |  | Director |  | February 28, 2007
/s/ MELVYN E. BERGSTEIN Melvyn E. Bergstein |  | Director |  | February 28, 2007
/s/ LINDA WALKER BYNOE Linda Walker Bynoe |  | Director |  | February 28, 2007
/s/ PIETER S. VAN DEN BERG Pieter S. van den Berg |  | Director |  | February 28, 2007

50

/s/ REUBEN S. LEIBOWITZ Reuben S. Leibowitz |  | Director |  | February 28, 2007
/s/ FREDRICK W. PETRI Fredrick W. Petri |  | Director |  | February 28, 2007
/s/ J. ALBERT SMITH, JR. J. Albert Smith, Jr. |  | Director |  | February 28, 2007
/s/ KAREN N. HORN Karen N. Horn |  | Director |  | February 28, 2007
/s/ M. DENISE DEBARTOLO YORK M. Denise DeBartolo York |  | Director |  | February 28, 2007
/s/ STEPHEN E. STERRETT Stephen E. Sterrett |  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |  | February 28, 2007
/s/ JOHN DAHL John Dahl |  | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |  | February 28, 2007

51

Exhibits |  |
--- | --- | ---
2 |  | Agreement and Plan of Merger, dated as of June 20, 2004, by and among Simon Property Group, Inc., Simon Property Group, L.P., Simon Acquisition I, LLC, Simon Acquisition II, LLC, Chelsea Property Group, Inc., and CPG Partners, L.P. (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed June 22, 2004).
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).
3.6 |  | Certificate of Powers, Designations, Preferences and Rights of the 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $0.0001 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)).
3.7 |  | Certificate of Powers, Designations, Preferences and Rights of the 6% Series I Convertible Perpetual Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed October 20, 2004).
3.8 |  | Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed October 20, 2004).
9.1 |  | Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between Melvin Simon & Associates, Inc., 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 Quarterly Report on Form 10-Q filed on May 10, 2004).
9.2 |  | Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2004).
10.1 |  | Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein (incorporated by reference to Exhibit 10 of the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2004).
10.2 |  | $3,000,000,000 Credit Agreement, dated as of December 15, 2005, among Simon Property Group, L.P., the Institutions named therein as Lenders and the Institutions named therein as Co-Agents (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.'s Current Report on Form 8-K filed on December 20, 2005).
10.3 |  | 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) ).
10.4 |  | 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).
10.5 |  | Registration Rights Agreement, dated as of August 27, 1999 by and among the Registrant and the persons named therein (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).
10.6 |  | Registration Rights Agreement, dated as of November 14, 1997, by and between O'Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).
10.7* |  | Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 5, 2006).
10.8* |  | Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to this same Exhibit number of the 2004 Form 10-K filed by the Registrant).
10.9* |  | Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan.

52

10.10* |  | Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to this same Exhibit number of the 2004 Form 10-K filed by the Registrant).
10.11* |  | 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).
10.12* |  | Description of Director and Executive Compensation Agreements.
10.16 |  | Voting Agreement dated as of June 20, 2004 among the Registrant, Simon Property Group, L.P., and certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed June 22, 2004).
12.1 |  | Statement regarding computation of ratios.
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 2006 Annual Report to Stockholders.
21.1 |  | List of Subsidiaries of the Company.
23.1 |  | 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.

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

53

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |  | $ | — |  | $ | 154 |  | $ | 7,641 |  | $ | — |  | $ | 10,733 |  | $ | 154 |  | $ | 18,374 |  | $ | 18,528 |  | $ | 8,640 |  | 1993 (Note 4 | )
Anderson Mall, Anderson, SC |  |  | 28,635 |  |  | 1,712 |  |  | 15,227 |  |  | 1,363 |  |  | 9,753 |  |  | 3,075 |  |  | 24,980 |  |  | 28,055 |  |  | 11,301 |  | 1972 |
Arsenal Mall, Watertown, MA |  |  | 32,759 |  |  | 15,505 |  |  | 47,680 |  |  | — |  |  | 4,000 |  |  | 15,505 |  |  | 51,680 |  |  | 67,185 |  |  | 10,370 |  | 1999 (Note 4 | )
Bangor Mall, Bangor, ME |  |  | 22,038 |  |  | 5,478 |  |  | 59,740 |  |  | — |  |  | 4,953 |  |  | 5,478 |  |  | 64,693 |  |  | 70,171 |  |  | 10,574 |  | 2004 (Note 5 | )
Barton Creek Square, Austin, TX |  |  | — |  |  | 2,903 |  |  | 20,929 |  |  | 7,983 |  |  | 56,732 |  |  | 10,886 |  |  | 77,661 |  |  | 88,547 |  |  | 30,532 |  | 1981 |
Battlefield Mall, Springfield, MO |  |  | 97,839 |  |  | 3,919 |  |  | 27,231 |  |  | 3,225 |  |  | 59,011 |  |  | 7,144 |  |  | 86,242 |  |  | 93,386 |  |  | 36,191 |  | 1970 |
Bay Park Square, Green Bay, WI |  |  | — |  |  | 6,358 |  |  | 25,623 |  |  | 4,133 |  |  | 21,884 |  |  | 10,491 |  |  | 47,507 |  |  | 57,998 |  |  | 14,380 |  | 1980 |
Bowie Town Center, Bowie, MD |  |  | — |  |  | 2,710 |  |  | 65,044 |  |  | 235 |  |  | 4,995 |  |  | 2,945 |  |  | 70,039 |  |  | 72,984 |  |  | 15,244 |  | 2001 |
Boynton Beach Mall, Boynton Beach, FL |  |  | — |  |  | 22,240 |  |  | 78,804 |  |  | 4,636 |  |  | 22,671 |  |  | 26,876 |  |  | 101,475 |  |  | 128,351 |  |  | 26,972 |  | 1985 |
Brea Mall, Brea, CA |  |  | — |  |  | 39,500 |  |  | 209,202 |  |  | — |  |  | 19,297 |  |  | 39,500 |  |  | 228,499 |  |  | 267,999 |  |  | 53,969 |  | 1998 (Note 4 | )
Broadway Square, Tyler, TX |  |  | — |  |  | 11,470 |  |  | 32,431 |  |  | — |  |  | 12,750 |  |  | 11,470 |  |  | 45,181 |  |  | 56,651 |  |  | 15,683 |  | 1994 (Note 4 | )
Brunswick Square, East Brunswick, NJ |  |  | 85,659 |  |  | 8,436 |  |  | 55,838 |  |  | — |  |  | 25,583 |  |  | 8,436 |  |  | 81,421 |  |  | 89,857 |  |  | 25,371 |  | 1973 |
Burlington Mall, Burlington, MA |  |  | — |  |  | 46,600 |  |  | 303,618 |  |  | — |  |  | 51,960 |  |  | 46,600 |  |  | 355,578 |  |  | 402,178 |  |  | 74,600 |  | 1998 (Note 4 | )
Castleton Square, Indianapolis, IN |  |  | — |  |  | 26,250 |  |  | 98,287 |  |  | 7,434 |  |  | 37,437 |  |  | 33,684 |  |  | 135,724 |  |  | 169,408 |  |  | 39,877 |  | 1972 |
Century III Mall, West Mifflin, PA |  |  | 84,525 |  |  | 17,380 |  |  | 102,364 |  |  | 10 |  |  | 7,932 |  |  | 17,390 |  |  | 110,296 |  |  | 127,686 |  |  | 49,685 |  | 1979 |
Charlottesville Fashion Square, Charlottesville, VA |  |  | — |  |  | — |  |  | 54,738 |  |  | — |  |  | 12,549 |  |  | — |  |  | 67,287 |  |  | 67,287 |  |  | 18,336 |  | 1997 (Note 4 | )
Chautauqua Mall, Lakewood, NY |  |  | — |  |  | 3,257 |  |  | 9,641 |  |  | — |  |  | 15,918 |  |  | 3,257 |  |  | 25,559 |  |  | 28,816 |  |  | 9,125 |  | 1971 |
Chesapeake Square, Chesapeake, VA |  |  | 72,658 |  |  | 11,534 |  |  | 70,461 |  |  | — |  |  | 6,552 |  |  | 11,534 |  |  | 77,013 |  |  | 88,547 |  |  | 28,488 |  | 1989 |
Cielo Vista Mall, El Paso, TX |  |  | 47,433 |  |  | 867 |  |  | 14,447 |  |  | 608 |  |  | 41,903 |  |  | 1,475 |  |  | 56,350 |  |  | 57,825 |  |  | 24,626 |  | 1974 |
College Mall, Bloomington, IN |  |  | 43,340 |  |  | 1,003 |  |  | 16,245 |  |  | 722 |  |  | 35,821 |  |  | 1,725 |  |  | 52,066 |  |  | 53,791 |  |  | 20,919 |  | 1965 |
Columbia Center, Kennewick, WA |  |  | — |  |  | 18,285 |  |  | 66,580 |  |  | — |  |  | 15,334 |  |  | 18,285 |  |  | 81,914 |  |  | 100,199 |  |  | 22,503 |  | 1987 |
Copley Place, Boston, MA |  |  | 171,126 |  |  | 147 |  |  | 378,045 |  |  | — |  |  | 47,287 |  |  | 147 |  |  | 425,332 |  |  | 425,479 |  |  | 52,662 |  | 2002 (Note 4 | )
Coral Square, Coral Springs, FL |  |  | 85,740 |  |  | 13,556 |  |  | 93,630 |  |  | — |  |  | 3,594 |  |  | 13,556 |  |  | 97,224 |  |  | 110,780 |  |  | 35,736 |  | 1984 |
Cordova Mall, Pensacola, FL |  |  | — |  |  | 18,626 |  |  | 73,091 |  |  | 7,321 |  |  | 24,542 |  |  | 25,947 |  |  | 97,633 |  |  | 123,580 |  |  | 22,512 |  | 1998 (Note 4 | )
Cottonwood Mall, Albuquerque, NM |  |  | — |  |  | 10,122 |  |  | 69,958 |  |  | — |  |  | 1,721 |  |  | 10,122 |  |  | 71,679 |  |  | 81,801 |  |  | 26,618 |  | 1996 |
Crossroads Mall, Omaha, NE |  |  | 42,451 |  |  | 639 |  |  | 30,658 |  |  | 409 |  |  | 35,519 |  |  | 1,048 |  |  | 66,177 |  |  | 67,225 |  |  | 22,628 |  | 1994 (Note 4 | )
Crystal River Mall, Crystal River, FL |  |  | 15,341 |  |  | 5,661 |  |  | 20,241 |  |  | — |  |  | 5,024 |  |  | 5,661 |  |  | 25,265 |  |  | 30,926 |  |  | 7,647 |  | 1990 |
DeSoto Square, Bradenton, FL |  |  | 64,153 |  |  | 9,011 |  |  | 52,675 |  |  | — |  |  | 7,592 |  |  | 9,011 |  |  | 60,267 |  |  | 69,278 |  |  | 18,764 |  | 1973 |
Edison Mall, Fort Myers, FL |  |  | — |  |  | 11,529 |  |  | 107,350 |  |  | — |  |  | 22,400 |  |  | 11,529 |  |  | 129,750 |  |  | 141,279 |  |  | 31,249 |  | 1997 (Note 4 | )
Fashion Mall at Keystone, Indianapolis, IN |  |  | 57,513 |  |  | — |  |  | 120,579 |  |  | — |  |  | 34,425 |  |  | — |  |  | 155,004 |  |  | 155,004 |  |  | 38,215 |  | 1997 (Note 4 | )
Firewheel Town Center, Garland, TX |  |  | — |  |  | 11,551 |  |  | 82,627 |  |  | — |  |  | 10,227 |  |  | 11,551 |  |  | 92,854 |  |  | 104,405 |  |  | 5,116 |  | 2004 |
Forest Mall, Fond Du Lac, WI |  |  | 17,000 |  |  | 728 |  |  | 4,491 |  |  | — |  |  | 8,082 |  |  | 728 |  |  | 12,573 |  |  | 13,301 |  |  | 6,030 |  | 1973 |
Forum Shops at Caesars, The, Las Vegas, NV |  |  | 541,935 |  |  | — |  |  | 276,378 |  |  | — |  |  | 191,380 |  |  | — |  |  | 467,758 |  |  | 467,758 |  |  | 76,070 |  | 1992 |

54

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Great Lakes Mall, Mentor, OH |  | — |  | 12,302 |  | 100,362 |  | — |  | 14,777 |  | 12,302 |  | 115,139 |  | 127,441 |  | 34,062 |  | 1961 |
Greenwood Park Mall, Greenwood, IN |  | 82,660 |  | 2,423 |  | 23,445 |  | 5,275 |  | 78,371 |  | 7,698 |  | 101,816 |  | 109,514 |  | 36,796 |  | 1979 |
Gulf View Square, Port Richey, FL |  | — |  | 13,690 |  | 39,991 |  | 2,023 |  | 18,516 |  | 15,713 |  | 58,507 |  | 74,220 |  | 18,331 |  | 1980 |
Haywood Mall, Greenville, SC |  | — |  | 11,585 |  | 133,893 |  | 6 |  | 18,093 |  | 11,591 |  | 151,986 |  | 163,577 |  | 45,600 |  | 1998 (Note 4 | )
Independence Center, Independence, MO |  | — |  | 5,042 |  | 45,798 |  | — |  | 28,624 |  | 5,042 |  | 74,422 |  | 79,464 |  | 24,876 |  | 1994 (Note 4 | )
Ingram Park Mall, San Antonio, TX |  | 79,499 |  | 733 |  | 17,163 |  | 169 |  | 17,617 |  | 902 |  | 34,780 |  | 35,682 |  | 17,276 |  | 1979 |
Irving Mall, Irving, TX |  | — |  | 6,737 |  | 17,479 |  | 2,533 |  | 35,362 |  | 9,270 |  | 52,841 |  | 62,111 |  | 28,006 |  | 1971 |
Jefferson Valley Mall, Yorktown Heights, NY |  | — |  | 4,868 |  | 30,304 |  | — |  | 22,380 |  | 4,868 |  | 52,684 |  | 57,552 |  | 21,656 |  | 1983 |
Knoxville Center, Knoxville, TN |  | 60,201 |  | 5,006 |  | 21,617 |  | 3,712 |  | 34,229 |  | 8,718 |  | 55,846 |  | 64,564 |  | 23,340 |  | 1984 |
La Plaza Mall, McAllen, TX |  | — |  | 1,375 |  | 9,828 |  | 6,569 |  | 34,117 |  | 7,944 |  | 43,945 |  | 51,889 |  | 16,827 |  | 1976 |
Lafayette Square, Indianapolis, IN |  | — |  | 14,251 |  | 54,589 |  | 50 |  | 12,431 |  | 14,301 |  | 67,020 |  | 81,321 |  | 34,582 |  | 1968 |
Laguna Hills Mall, Laguna Hills, CA |  | — |  | 27,928 |  | 55,446 |  | — |  | 7,575 |  | 27,928 |  | 63,021 |  | 90,949 |  | 17,719 |  | 1997 (Note 4 | )
Lakeline Mall, Austin, TX |  | 64,999 |  | 10,088 |  | 81,568 |  | 14 |  | 2,883 |  | 10,102 |  | 84,451 |  | 94,553 |  | 27,834 |  | 1995 |
Lenox Square, Atlanta, GA |  | — |  | 38,213 |  | 492,411 |  | — |  | 40,709 |  | 38,213 |  | 533,120 |  | 571,333 |  | 121,013 |  | 1998 (Note 4 | )
Lima Mall, Lima, OH |  | — |  | 7,910 |  | 35,338 |  | — |  | 8,854 |  | 7,910 |  | 44,192 |  | 52,102 |  | 15,760 |  | 1965 |
Lincolnwood Town Center, Lincolnwood, IL |  | — |  | 7,907 |  | 63,480 |  | 28 |  | 6,759 |  | 7,935 |  | 70,239 |  | 78,174 |  | 29,933 |  | 1990 |
Livingston Mall, Livingston, NJ |  | — |  | 30,200 |  | 105,250 |  | — |  | 10,925 |  | 30,200 |  | 116,175 |  | 146,375 |  | 28,696 |  | 1998 (Note 4 | )
Longview Mall, Longview, TX |  | 31,814 |  | 259 |  | 3,567 |  | 124 |  | 7,120 |  | 383 |  | 10,687 |  | 11,070 |  | 4,796 |  | 1978 |
Mall of Georgia, Mill Creek, GA |  | 191,520 |  | 47,492 |  | 359,042 |  | — |  | 459 |  | 47,492 |  | 359,501 |  | 406,993 |  | 67,521 |  | 1999 (Note 5 | )
Maplewood Mall, Minneapolis, MN |  | — |  | 17,119 |  | 80,758 |  | — |  | 9,779 |  | 17,119 |  | 90,537 |  | 107,656 |  | 14,117 |  | 2002 (Note 4 | )
Markland Mall, Kokomo, IN |  | 22,509 |  | — |  | 7,568 |  | — |  | 7,891 |  | — |  | 15,459 |  | 15,459 |  | 7,435 |  | 1968 |
McCain Mall, N. Little Rock, AR |  | 22,148 |  | — |  | 9,515 |  | — |  | 10,255 |  | — |  | 19,770 |  | 19,770 |  | 13,902 |  | 1973 |
Melbourne Square, Melbourne, FL |  | — |  | 15,762 |  | 55,891 |  | 4,160 |  | 23,855 |  | 19,922 |  | 79,746 |  | 99,668 |  | 20,272 |  | 1982 |
Menlo Park Mall, Edison, NJ |  | — |  | 65,684 |  | 223,252 |  | — |  | 27,208 |  | 65,684 |  | 250,460 |  | 316,144 |  | 67,146 |  | 1997 (Note 4 | )
Midland Park Mall, Midland, TX |  | 32,860 |  | 687 |  | 9,213 |  | — |  | 10,467 |  | 687 |  | 19,680 |  | 20,367 |  | 10,975 |  | 1980 |
Miller Hill Mall, Duluth, MN |  | — |  | 2,537 |  | 18,092 |  | — |  | 21,927 |  | 2,537 |  | 40,019 |  | 42,556 |  | 21,647 |  | 1973 |
Montgomery Mall, Montgomeryville, PA |  | 92,508 |  | 27,105 |  | 86,915 |  | — |  | 2,889 |  | 27,105 |  | 89,804 |  | 116,909 |  | 15,896 |  | 2004 (Note 5 | )
Muncie Mall, Muncie, IN |  | — |  | 172 |  | 5,776 |  | 52 |  | 26,344 |  | 224 |  | 32,120 |  | 32,344 |  | 12,938 |  | 1970 |
Nanuet Mall, Nanuet, NY |  | — |  | 27,310 |  | 162,993 |  | — |  | 3,064 |  | 27,310 |  | 166,057 |  | 193,367 |  | 60,797 |  | 1998 (Note 4 | )
North East Mall, Hurst, TX |  | — |  | 128 |  | 12,966 |  | 19,010 |  | 142,405 |  | 19,138 |  | 155,371 |  | 174,509 |  | 47,806 |  | 1971 |
Northfield Square Mall, Bourbonnais, IL |  | 30,382 |  | 362 |  | 53,396 |  | — |  | 879 |  | 362 |  | 54,275 |  | 54,637 |  | 27,133 |  | 2004 (Note 5 | )
Northgate Mall, Seattle, WA |  | — |  | 24,392 |  | 115,992 |  | — |  | 56,894 |  | 24,392 |  | 172,886 |  | 197,278 |  | 38,071 |  | 1987 |
Northlake Mall, Atlanta, GA |  | 69,450 |  | 33,400 |  | 98,035 |  | — |  | 3,817 |  | 33,400 |  | 101,852 |  | 135,252 |  | 34,147 |  | 1998 (Note 4 | )
Northwoods Mall, Peoria, IL |  | — |  | 1,185 |  | 12,779 |  | 2,451 |  | 35,952 |  | 3,636 |  | 48,731 |  | 52,367 |  | 23,230 |  | 1983 |
Oak Court Mall, Memphis, TN |  | — |  | 15,673 |  | 57,304 |  | — |  | 7,940 |  | 15,673 |  | 65,244 |  | 80,917 |  | 18,163 |  | 1997 (Note 4 | )
Ocean County Mall, Toms River, NJ |  | — |  | 20,404 |  | 124,945 |  | — |  | 21,436 |  | 20,404 |  | 146,381 |  | 166,785 |  | 33,055 |  | 1998 (Note 4 | )

55

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Orange Park Mall, Orange Park, FL |  | — |  | 12,998 |  | 65,121 |  | — |  | 36,972 |  | 12,998 |  | 102,093 |  | 115,091 |  | 30,684 |  | 1994 (Note 4 | )
Orland Square, Orland Park, IL |  | — |  | 35,514 |  | 129,906 |  | — |  | 18,978 |  | 35,514 |  | 148,884 |  | 184,398 |  | 40,219 |  | 1997 (Note 4 | )
Oxford Valley Mall, Langhorne, PA |  | 79,924 |  | 24,544 |  | 100,287 |  | — |  | 3,637 |  | 24,544 |  | 103,924 |  | 128,468 |  | 34,884 |  | 2003 (Note 4 | )
Paddock Mall, Ocala, FL |  | — |  | 11,198 |  | 39,727 |  | — |  | 8,657 |  | 11,198 |  | 48,384 |  | 59,582 |  | 14,057 |  | 1980 |
Palm Beach Mall, West Palm Beach, FL |  | 52,567 |  | 11,962 |  | 112,437 |  | — |  | 35,228 |  | 11,962 |  | 147,665 |  | 159,627 |  | 63,467 |  | 1967 |
Penn Square Mall, Oklahoma City, OK |  | 68,258 |  | 2,043 |  | 155,958 |  | — |  | 24,824 |  | 2,043 |  | 180,782 |  | 182,825 |  | 37,112 |  | 2002 (Note 4 | )
Pheasant Lane Mall, Nashua, NH |  | — |  | 3,902 |  | 155,068 |  | 528 |  | 9,048 |  | 4,430 |  | 164,116 |  | 168,546 |  | 38,549 |  | 2004 (Note 5 | )
Phipps Plaza, Atlanta, GA |  | — |  | 19,200 |  | 210,610 |  | — |  | 18,565 |  | 19,200 |  | 229,175 |  | 248,375 |  | 54,330 |  | 1998 (Note 4 | )
Plaza Carolina, Carolina, PR |  | 247,903 |  | 15,493 |  | 279,560 |  | — |  | 2,285 |  | 15,493 |  | 281,845 |  | 297,338 |  | 25,486 |  | 2004 (Note 4 | )
Port Charlotte Town Center, Port Charlotte, FL |  | 52,007 |  | 5,471 |  | 58,570 |  | — |  | 13,802 |  | 5,471 |  | 72,372 |  | 77,843 |  | 23,149 |  | 1989 |
Prien Lake Mall, Lake Charles, LA |  | — |  | 1,842 |  | 2,813 |  | 3,091 |  | 38,428 |  | 4,933 |  | 41,241 |  | 46,174 |  | 15,262 |  | 1972 |
Raleigh Springs Mall, Memphis, TN |  | — |  | 9,137 |  | 28,604 |  | — |  | 12,369 |  | 9,137 |  | 40,973 |  | 50,110 |  | 23,705 |  | 1971 |
Richardson Square Mall, Richardson, TX |  | — |  | 4,532 |  | 6,329 |  | 1,268 |  | 11,212 |  | 5,800 |  | 17,541 |  | 23,341 |  | 11,326 |  | 1977 |
Richmond Town Square, Richmond Heights, OH |  | 46,156 |  | 2,600 |  | 12,112 |  | — |  | 60,930 |  | 2,600 |  | 73,042 |  | 75,642 |  | 29,417 |  | 1966 |
River Oaks Center, Calumet City, IL |  | — |  | 30,884 |  | 101,224 |  | — |  | 8,507 |  | 30,884 |  | 109,731 |  | 140,615 |  | 28,895 |  | 1997 (Note 4 | )
Rockaway Townsquare, Rockaway, NJ |  | — |  | 44,116 |  | 212,257 |  | 27 |  | 15,575 |  | 44,143 |  | 227,832 |  | 271,975 |  | 52,983 |  | 1998 (Note 4 | )
Rolling Oaks Mall, San Antonio, TX |  | — |  | 2,141 |  | 38,609 |  | — |  | 12,927 |  | 2,141 |  | 51,536 |  | 53,677 |  | 22,608 |  | 1988 |
Roosevelt Field, Garden City, NY |  | — |  | 164,058 |  | 702,008 |  | 2,117 |  | 34,460 |  | 166,175 |  | 736,468 |  | 902,643 |  | 170,033 |  | 1998 (Note 4 | )
Ross Park Mall, Pittsburgh, PA |  | — |  | 23,541 |  | 90,203 |  | — |  | 32,153 |  | 23,541 |  | 122,356 |  | 145,897 |  | 42,901 |  | 1986 |
Santa Rosa Plaza, Santa Rosa, CA |  | — |  | 10,400 |  | 87,864 |  | — |  | 7,640 |  | 10,400 |  | 95,504 |  | 105,904 |  | 23,156 |  | 1998 (Note 4 | )
Shops at Mission Viejo, The, Mission Viejo, CA |  | — |  | 9,139 |  | 54,445 |  | 7,491 |  | 144,257 |  | 16,630 |  | 198,702 |  | 215,332 |  | 59,931 |  | 1979 |
South Hills Village, Pittsburgh, PA |  | — |  | 23,445 |  | 125,840 |  | — |  | 14,010 |  | 23,445 |  | 139,850 |  | 163,295 |  | 36,241 |  | 1997 (Note 4 | )
South Shore Plaza, Braintree, MA |  | — |  | 101,200 |  | 301,495 |  | — |  | 31,625 |  | 101,200 |  | 333,120 |  | 434,320 |  | 74,602 |  | 1998 (Note 4 | )
Southern Park Mall, Boardman, OH |  | — |  | 16,982 |  | 77,767 |  | 97 |  | 21,701 |  | 17,079 |  | 99,468 |  | 116,547 |  | 31,938 |  | 1970 |
SouthPark, Charlotte, NC |  | — |  | 32,141 |  | 188,004 |  | 100 |  | 155,864 |  | 32,241 |  | 343,868 |  | 376,109 |  | 47,155 |  | 2002 (Note 4 | )
St. Charles Towne Center, Waldorf, MD |  | — |  | 7,710 |  | 52,934 |  | 1,180 |  | 14,875 |  | 8,890 |  | 67,809 |  | 76,699 |  | 31,386 |  | 1990 |
Stanford Shopping Center, Palo Alto, CA |  | 220,000 |  | — |  | 339,537 |  | — |  | 2,679 |  | — |  | 342,216 |  | 342,216 |  | 38,308 |  | 2003 (Note 4 | )
Summit Mall, Akron, OH |  | — |  | 15,374 |  | 51,137 |  | — |  | 18,762 |  | 15,374 |  | 69,899 |  | 85,273 |  | 22,127 |  | 1965 |
Sunland Park Mall, El Paso, TX |  | 35,315 |  | 2,896 |  | 28,900 |  | — |  | 6,286 |  | 2,896 |  | 35,186 |  | 38,082 |  | 17,569 |  | 1988 |
Tacoma Mall, Tacoma, WA |  | 126,763 |  | 37,803 |  | 125,826 |  | — |  | 28,390 |  | 37,803 |  | 154,216 |  | 192,019 |  | 44,934 |  | 1987 |
Tippecanoe Mall, Lafayette, IN |  | — |  | 2,897 |  | 8,439 |  | 5,517 |  | 42,856 |  | 8,414 |  | 51,295 |  | 59,709 |  | 27,966 |  | 1973 |
Town Center at Aurora, Aurora, CO |  | — |  | 9,959 |  | 56,766 |  | 6 |  | 55,528 |  | 9,965 |  | 112,294 |  | 122,259 |  | 24,185 |  | 1998 (Note 4 | )
Town Center at Boca Raton, Boca Raton, FL |  | — |  | 64,200 |  | 307,279 |  | — |  | 92,668 |  | 64,200 |  | 399,947 |  | 464,147 |  | 92,101 |  | 1998 (Note 4 | )
Towne East Square, Wichita, KS |  | 66,669 |  | 8,525 |  | 18,479 |  | 1,429 |  | 29,574 |  | 9,954 |  | 48,053 |  | 58,007 |  | 25,101 |  | 1975 |

56

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Towne West Square, Wichita, KS |  | 52,039 |  | 972 |  | 21,203 |  | 61 |  | 8,012 |  | 1,033 |  | 29,215 |  | 30,248 |  | 15,610 |  | 1980 |
Treasure Coast Square, Jensen Beach, FL |  | — |  | 11,124 |  | 72,990 |  | 3,067 |  | 27,314 |  | 14,191 |  | 100,304 |  | 114,495 |  | 28,695 |  | 1987 |
Tyrone Square, St. Petersburg, FL |  | — |  | 15,638 |  | 120,962 |  | — |  | 25,319 |  | 15,638 |  | 146,281 |  | 161,919 |  | 42,275 |  | 1972 |
University Mall, Little Rock, AR |  | — |  | 123 |  | 17,411 |  | — |  | 3,227 |  | 123 |  | 20,638 |  | 20,761 |  | 12,619 |  | 1967 |
University Mall, Pensacola, FL |  | — |  | 4,256 |  | 26,657 |  | — |  | 4,026 |  | 4,256 |  | 30,683 |  | 34,939 |  | 11,896 |  | 1994 |
University Park Mall, Mishawaka, IN |  | 56,825 |  | 15,105 |  | 61,100 |  | — |  | 23,722 |  | 15,105 |  | 84,822 |  | 99,927 |  | 75,952 |  | 1996 (Note 4 | )
Upper Valley Mall, Springfield, OH |  | 47,904 |  | 8,421 |  | 38,745 |  | — |  | 3,693 |  | 8,421 |  | 42,438 |  | 50,859 |  | 13,343 |  | 1979 |
Valle Vista Mall, Harlingen, TX |  | 29,335 |  | 1,398 |  | 17,159 |  | 372 |  | 13,345 |  | 1,770 |  | 30,504 |  | 32,274 |  | 14,474 |  | 1983 |
Virginia Center Commons, Glen Allen, VA |  | — |  | 9,764 |  | 50,547 |  | 4,149 |  | 7,944 |  | 13,913 |  | 58,491 |  | 72,404 |  | 20,275 |  | 1991 |
Walt Whitman Mall, Huntington Station, NY |  | — |  | 51,700 |  | 111,258 |  | 3,789 |  | 36,443 |  | 55,489 |  | 147,701 |  | 203,190 |  | 46,484 |  | 1998 (Note 4 | )
Washington Square, Indianapolis, IN |  | 30,693 |  | 16,800 |  | 36,495 |  | 462 |  | 27,233 |  | 17,262 |  | 63,728 |  | 80,990 |  | 25,982 |  | 1974 |
West Ridge Mall, Topeka, KS |  | 68,711 |  | 5,453 |  | 34,132 |  | 197 |  | 7,387 |  | 5,650 |  | 41,519 |  | 47,169 |  | 18,890 |  | 1988 |
Westminster Mall, Westminster, CA |  | — |  | 43,464 |  | 84,709 |  | — |  | 17,362 |  | 43,464 |  | 102,071 |  | 145,535 |  | 24,684 |  | 1998 (Note 4 | )
White Oaks Mall, Springfield, IL |  | 50,000 |  | 3,024 |  | 35,692 |  | 2,413 |  | 33,189 |  | 5,437 |  | 68,881 |  | 74,318 |  | 23,218 |  | 1977 |
Wolfchase Galleria, Memphis, TN |  | 70,716 |  | 16,274 |  | 128,276 |  | — |  | 7,973 |  | 16,274 |  | 136,249 |  | 152,523 |  | 35,316 |  | 2002 (Note 4 | )
Woodland Hills Mall, Tulsa, OK |  | 81,587 |  | 34,211 |  | 187,123 |  | — |  | 3,081 |  | 34,211 |  | 190,204 |  | 224,415 |  | 32,076 |  | 2004 (Note 5 | )
Premium Outlet Centers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Albertville Premium Outlets, Albertville, MN |  | — |  | 3,900 |  | 97,059 |  | — |  | 1,922 |  | 3,900 |  | 98,981 |  | 102,881 |  | 11,222 |  | 2004 (Note 4 | )
Allen Premium Outlets, Allen, TX |  | — |  | 13,855 |  | 43,687 |  | 97 |  | 18,884 |  | 13,952 |  | 62,571 |  | 76,523 |  | 7,293 |  | 2004 (Note 4 | )
Aurora Farms Premium Outlets, Aurora, OH |  | — |  | 2,370 |  | 24,326 |  | — |  | 1,676 |  | 2,370 |  | 26,002 |  | 28,372 |  | 7,113 |  | 2004 (Note 4 | )
Camarillo Premium Outlets, Camarillo, CA |  | — |  | 16,670 |  | 224,721 |  | — |  | 2,108 |  | 16,670 |  | 226,829 |  | 243,499 |  | 20,356 |  | 2004 (Note 4 | )
Carlsbad Premium Outlets, Carlsbad, CA |  | — |  | 12,890 |  | 184,990 |  | 96 |  | 683 |  | 12,986 |  | 185,673 |  | 198,659 |  | 16,781 |  | 2004 (Note 4 | )
Carolina Premium Outlets, Smithfield, NC |  | 20,231 |  | 3,170 |  | 59,863 |  | — |  | 1,049 |  | 3,170 |  | 60,912 |  | 64,082 |  | 8,798 |  | 2004 (Note 4 | )
Chicago Premium Outlets, Aurora, IL |  | — |  | 659 |  | 118,005 |  | 7,903 |  | 15,073 |  | 8,562 |  | 133,078 |  | 141,640 |  | 13,067 |  | 2004 (Note 4 | )
Clinton Crossings Premium Outlets, Clinton, CT |  | — |  | 2,060 |  | 107,557 |  | 32 |  | 1,218 |  | 2,092 |  | 108,775 |  | 110,867 |  | 11,797 |  | 2004 (Note 4 | )
Columbia Gorge Premium Outlets, Troutdale, OR |  | — |  | 7,900 |  | 16,492 |  | — |  | 789 |  | 7,900 |  | 17,281 |  | 25,181 |  | 4,143 |  | 2004 (Note 4 | )
Desert Hills Premium Outlets, Cabazon, CA |  | — |  | 3,440 |  | 338,679 |  | — |  | 213 |  | 3,440 |  | 338,892 |  | 342,332 |  | 26,998 |  | 2004 (Note 4 | )
Edinburgh Premium Outlets, Edinburgh, IN |  | — |  | 2,857 |  | 47,309 |  | — |  | 9,949 |  | 2,857 |  | 57,258 |  | 60,115 |  | 7,533 |  | 2004 (Note 4 | )
Folsom Premium Outlets, Folsom, CA |  | — |  | 9,060 |  | 50,281 |  | — |  | 1,666 |  | 9,060 |  | 51,947 |  | 61,007 |  | 8,254 |  | 2004 (Note 4 | )
Gilroy Premium Outlets, Gilroy, CA |  | 64,144 |  | 9,630 |  | 194,122 |  | — |  | 2,095 |  | 9,630 |  | 196,217 |  | 205,847 |  | 20,762 |  | 2004 (Note 4 | )
Jackson Premium Outlets, Jackson, NJ |  | — |  | 6,413 |  | 104,013 |  | 3 |  | 2,084 |  | 6,416 |  | 106,097 |  | 112,513 |  | 8,423 |  | 2004 (Note 4 | )
Johnson Creek Premium Outlets, Johnson Creek, WI |  | — |  | 2,800 |  | 39,546 |  | — |  | 2,217 |  | 2,800 |  | 41,763 |  | 44,563 |  | 3,489 |  | 2004 (Note 4 | )
Kittery Premium Outlets, Kittery, ME |  | 10,619 |  | 957 |  | 60,522 |  | — |  | 593 |  | 957 |  | 61,115 |  | 62,072 |  | 5,947 |  | 2004 (Note 4 | )
Las Vegas Outlet Center, Las Vegas, NV |  | — |  | 13,085 |  | 160,777 |  | — |  | 1,367 |  | 13,085 |  | 162,144 |  | 175,229 |  | 10,770 |  | 2004 (Note 4 | )
Las Vegas Premium Outlets, Las Vegas, NV |  | — |  | 25,435 |  | 134,973 |  | — |  | 21,228 |  | 25,435 |  | 156,201 |  | 181,636 |  | 14,205 |  | 2004 (Note 4 | )

57

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Leesburg Corner Premium Outlets, Leesburg, VA |  | — |  | 7,190 |  | 162,023 |  | — |  | 2,402 |  | 7,190 |  | 164,425 |  | 171,615 |  | 18,136 |  | 2004 (Note 4 | )
Liberty Village Premium Outlets, Flemington, NJ |  | — |  | 5,670 |  | 28,904 |  | — |  | 1,121 |  | 5,670 |  | 30,025 |  | 35,695 |  | 5,561 |  | 2004 (Note 4 | )
Lighthouse Place Premium Outlets, Michigan City, IN |  | 44,261 |  | 6,630 |  | 94,138 |  | — |  | 1,868 |  | 6,630 |  | 96,006 |  | 102,636 |  | 14,236 |  | 2004 (Note 4 | )
Napa Premium Outlets, Napa, CA |  | — |  | 11,400 |  | 45,023 |  | — |  | 643 |  | 11,400 |  | 45,666 |  | 57,066 |  | 5,151 |  | 2004 (Note 4 | )
North Georgia Premium Outlets, Dawsonville, GA |  | — |  | 4,300 |  | 132,325 |  | — |  | 1,482 |  | 4,300 |  | 133,807 |  | 138,107 |  | 15,177 |  | 2004 (Note 4 | )
Orlando Premium Outlets, Orlando, FL |  | — |  | 14,040 |  | 304,410 |  | 15,855 |  | 1,014 |  | 29,895 |  | 305,424 |  | 335,319 |  | 22,829 |  | 2004 (Note 4 | )
Osage Beach Premium Outlets, Osage Beach, MO |  | — |  | 9,460 |  | 85,804 |  | 3 |  | 1,470 |  | 9,463 |  | 87,274 |  | 96,737 |  | 11,115 |  | 2004 (Note 4 | )
Petaluma Village Premium Outlets, Petaluma, CA |  | — |  | 13,322 |  | 14,067 |  | — |  | 1,582 |  | 13,322 |  | 15,649 |  | 28,971 |  | 3,830 |  | 2004 (Note 4 | )
Rio Grande Valley Premium Outlets, Mercedes, TX |  | — |  | 12,693 |  | 41,547 |  | — |  | — |  | 12,693 |  | 41,547 |  | 54,240 |  | 251 |  | 2005 |
Round Rock Premium Outlets, Round Rock, TX |  | — |  | 22,911 |  | 82,252 |  | — |  | — |  | 22,911 |  | 82,252 |  | 105,163 |  | 1,043 |  | 2005 |
Seattle Premium Outlets, Seattle, WA |  | — |  | 13,557 |  | 103,722 |  | — |  | 2,765 |  | 13,557 |  | 106,487 |  | 120,044 |  | 7,257 |  | 2004 (Note 4 | )
St. Augustine Premium Outlets, St. Augustine, FL |  | — |  | 6,090 |  | 57,670 |  | 2 |  | 4,562 |  | 6,092 |  | 62,232 |  | 68,324 |  | 7,766 |  | 2004 (Note 4 | )
The Crossings Premium Outlets, Tannersville, PA |  | 56,707 |  | 7,720 |  | 172,931 |  | — |  | 7,381 |  | 7,720 |  | 180,312 |  | 188,032 |  | 15,661 |  | 2004 (Note 4 | )
Vacaville Premium Outlets, Vacaville, CA |  | — |  | 9,420 |  | 84,856 |  | — |  | 1,875 |  | 9,420 |  | 86,731 |  | 96,151 |  | 12,436 |  | 2004 (Note 4 | )
Waikele Premium Outlets, Waipahu, HI |  | — |  | 22,630 |  | 77,316 |  | — |  | 974 |  | 22,630 |  | 78,290 |  | 100,920 |  | 8,782 |  | 2004 (Note 4 | )
Waterloo Premium Outlets, Waterloo, NY |  | 35,649 |  | 3,230 |  | 75,277 |  | — |  | 4,963 |  | 3,230 |  | 80,240 |  | 83,470 |  | 10,803 |  | 2004 (Note 4 | )
Woodbury Common Premium Outlets, Central Valley, NY |  | — |  | 11,110 |  | 862,557 |  | — |  | 3,154 |  | 11,110 |  | 865,711 |  | 876,821 |  | 67,497 |  | 2004 (Note 4 | )
Wrentham Village Premium Outlets, Wrentham, MA |  | — |  | 4,900 |  | 282,031 |  | — |  | 2,399 |  | 4,900 |  | 284,430 |  | 289,330 |  | 26,646 |  | 2004 (Note 4 | )
Community/Lifestyle Centers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Arboretum at Great Hills, Austin, TX |  | — |  | 7,640 |  | 36,774 |  | 71 |  | 7,497 |  | 7,711 |  | 44,271 |  | 51,982 |  | 10,612 |  | 1998 (Note 4 | )
Bloomingdale Court, Bloomingdale, IL |  | 27,532 |  | 8,748 |  | 26,184 |  | — |  | 9,152 |  | 8,748 |  | 35,336 |  | 44,084 |  | 12,988 |  | 1987 |
Boardman Plaza, Youngstown, OH |  | 23,598 |  | 7,265 |  | 22,007 |  | — |  | 12,525 |  | 7,265 |  | 34,532 |  | 41,797 |  | 12,120 |  | 1951 |
Brightwood Plaza, Indianapolis, IN |  | — |  | 65 |  | 128 |  | — |  | 337 |  | 65 |  | 465 |  | 530 |  | 275 |  | 1965 |
Celina Plaza, El Paso, TX |  | — |  | 138 |  | 815 |  | — |  | 110 |  | 138 |  | 925 |  | 1,063 |  | 514 |  | 1978 |
Charles Towne Square, Charleston, SC |  | — |  | — |  | 1,768 |  | 370 |  | 10,636 |  | 370 |  | 12,404 |  | 12,774 |  | 4,835 |  | 1976 |
Chesapeake Center, Chesapeake, VA |  | — |  | 5,352 |  | 12,279 |  | — |  | 358 |  | 5,352 |  | 12,637 |  | 17,989 |  | 3,776 |  | 1989 |

58

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Countryside Plaza, Countryside, IL |  | — |  | 332 |  | 8,507 |  | 2,554 |  | 8,167 |  | 2,886 |  | 16,674 |  | 19,560 |  | 5,591 |  | 1977 |
Dare Centre, Kill Devil Hills, NC |  | 1,684 |  | — |  | 5,702 |  | — |  | 111 |  | — |  | 5,813 |  | 5,813 |  | 384 |  | 2004 (Note 4 | )
DeKalb Plaza, King of Prussia, PA |  | 3,301 |  | 1,955 |  | 3,405 |  | — |  | 898 |  | 1,955 |  | 4,303 |  | 6,258 |  | 1,122 |  | 2003 (Note 4 | )
Eastland Plaza, Tulsa, OK |  | — |  | 651 |  | 3,680 |  | — |  | 85 |  | 651 |  | 3,765 |  | 4,416 |  | 2,333 |  | 1986 |
Forest Plaza, Rockford, IL |  | 15,101 |  | 4,132 |  | 16,818 |  | 453 |  | 2,318 |  | 4,585 |  | 19,136 |  | 23,721 |  | 7,130 |  | 1985 |
Gateway Shopping Centers, Austin, TX |  | 87,000 |  | 24,549 |  | 81,437 |  | — |  | 7,084 |  | 24,549 |  | 88,521 |  | 113,070 |  | 10,160 |  | 2004 (Note 4 | )
Great Lakes Plaza, Mentor, OH |  | — |  | 1,028 |  | 2,025 |  | — |  | 3,643 |  | 1,028 |  | 5,668 |  | 6,696 |  | 2,413 |  | 1976 |
Greenwood Plus, Greenwood, IN |  | — |  | 1,131 |  | 1,792 |  | — |  | 3,735 |  | 1,131 |  | 5,527 |  | 6,658 |  | 2,308 |  | 1979 |
Griffith Park Plaza, Griffith, IN |  | — |  | — |  | 2,412 |  | 1,504 |  | 567 |  | 1,504 |  | 2,979 |  | 4,483 |  | 2,254 |  | 1979 |
Henderson Square, King of Prussia, PA |  | 15,063 |  | 4,223 |  | 15,124 |  | — |  | 132 |  | 4,223 |  | 15,256 |  | 19,479 |  | 1,863 |  | 2003 (Note 4 | )
Highland Lakes Center, Orlando, FL |  | 15,670 |  | 7,138 |  | 25,284 |  | — |  | 1,361 |  | 7,138 |  | 26,645 |  | 33,783 |  | 9,617 |  | 1991 |
Ingram Plaza, San Antonio, TX |  | — |  | 421 |  | 1,802 |  | 4 |  | 57 |  | 425 |  | 1,859 |  | 2,284 |  | 1,079 |  | 1980 |
Keystone Shoppes, Indianapolis, IN |  | — |  | — |  | 4,232 |  | — |  | 947 |  | — |  | 5,179 |  | 5,179 |  | 1,374 |  | 1997 (Note 4 | )
Knoxville Commons, Knoxville, TN |  | — |  | 3,731 |  | 5,345 |  | — |  | 1,738 |  | 3,731 |  | 7,083 |  | 10,814 |  | 3,906 |  | 1987 |
Lake Plaza, Waukegan, IL |  | — |  | 2,487 |  | 6,420 |  | — |  | 974 |  | 2,487 |  | 7,394 |  | 9,881 |  | 2,780 |  | 1986 |
Lake View Plaza, Orland Park, IL |  | 20,073 |  | 4,775 |  | 17,543 |  | — |  | 11,066 |  | 4,775 |  | 28,609 |  | 33,384 |  | 9,724 |  | 1986 |
Lakeline Plaza, Austin, TX |  | 22,008 |  | 5,822 |  | 30,875 |  | — |  | 7,140 |  | 5,822 |  | 38,015 |  | 43,837 |  | 10,899 |  | 1998 |
Lima Center, Lima, OH |  | — |  | 1,808 |  | 5,151 |  | — |  | 6,753 |  | 1,808 |  | 11,904 |  | 13,712 |  | 3,098 |  | 1978 |
Lincoln Crossing, O'Fallon, IL |  | 3,038 |  | 674 |  | 2,192 |  | — |  | 562 |  | 674 |  | 2,754 |  | 3,428 |  | 975 |  | 1990 |
Lincoln Plaza, King of Prussia, PA |  | — |  | — |  | 21,299 |  | — |  | 800 |  | — |  | 22,099 |  | 22,099 |  | 6,498 |  | 2003 (Note 4 | )
MacGregor Village, Cary, NC |  | 6,775 |  | 557 |  | 8,897 |  | — |  | 258 |  | 557 |  | 9,155 |  | 9,712 |  | 713 |  | 2004 (Note 4 | )
Mall of Georgia Crossing, Mill Creek, GA |  | — |  | 9,506 |  | 32,892 |  | — |  | 111 |  | 9,506 |  | 33,003 |  | 42,509 |  | 8,049 |  | 2004 (Note 5 | )
Markland Plaza, Kokomo, IN |  | — |  | 206 |  | 738 |  | — |  | 6,205 |  | 206 |  | 6,943 |  | 7,149 |  | 1,790 |  | 1974 |
Martinsville Plaza, Martinsville, VA |  | — |  | — |  | 584 |  | — |  | 328 |  | — |  | 912 |  | 912 |  | 680 |  | 1967 |
Matteson Plaza, Matteson, IL |  | 8,840 |  | 1,771 |  | 9,737 |  | — |  | 2,323 |  | 1,771 |  | 12,060 |  | 13,831 |  | 5,168 |  | 1988 |
Muncie Plaza, Muncie, IN |  | 7,643 |  | 267 |  | 10,509 |  | 87 |  | 663 |  | 354 |  | 11,172 |  | 11,526 |  | 3,184 |  | 1998 |
New Castle Plaza, New Castle, IN |  | — |  | 128 |  | 1,621 |  | — |  | 1,435 |  | 128 |  | 3,056 |  | 3,184 |  | 1,637 |  | 1966 |
North Ridge Plaza, Joliet, IL |  | — |  | 2,831 |  | 7,699 |  | — |  | 1,671 |  | 2,831 |  | 9,370 |  | 12,201 |  | 3,565 |  | 1985 |
North Ridge Shopping Center, Raleigh, NC |  | 8,275 |  | 462 |  | 12,838 |  | — |  | 348 |  | 462 |  | 13,186 |  | 13,648 |  | 910 |  | 2004 (Note 4 | )
Northwood Plaza, Fort Wayne, IN |  | — |  | 148 |  | 1,414 |  | — |  | 1,367 |  | 148 |  | 2,781 |  | 2,929 |  | 1,503 |  | 1974 |
Park Plaza, Hopkinsville, KY |  | — |  | 300 |  | 1,572 |  | — |  | 225 |  | 300 |  | 1,797 |  | 2,097 |  | 1,577 |  | 1968 |
Regency Plaza, St. Charles, MO |  | 4,143 |  | 616 |  | 4,963 |  | — |  | 507 |  | 616 |  | 5,470 |  | 6,086 |  | 1,925 |  | 1988 |
Rockaway Convenience Center, Rockaway, NJ |  | — |  | 5,149 |  | 26,435 |  | — |  | 6,297 |  | 5,149 |  | 32,732 |  | 37,881 |  | 5,131 |  | 1998 (Note 4 | )
Rockaway Town Plaza, Rockaway, NJ |  | — |  | — |  | 15,295 |  | — |  | 1,044 |  | — |  | 16,339 |  | 16,339 |  | 835 |  | 2004 |
Shops at Arbor Walk, Austin, TX |  | — |  | 930 |  | 42,546 |  | — |  | — |  | 930 |  | 42,546 |  | 43,476 |  | 58 |  | 2006 |

59

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(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 |
Shops at North East Mall, The, Hurst, TX |  |  | — |  | 12,541 |  |  | 28,177 |  |  | 402 |  |  | 5,316 |  |  | 12,943 |  |  | 33,493 |  |  | 46,436 |  |  | 10,832 |  | 1999 |
St. Charles Towne Plaza, Waldorf, MD |  |  | 26,518 |  | 8,377 |  |  | 18,993 |  |  | — |  |  | 2,300 |  |  | 8,377 |  |  | 21,293 |  |  | 29,670 |  |  | 8,264 |  | 1987 |
Teal Plaza, Lafayette, IN |  |  | — |  | 99 |  |  | 878 |  |  | — |  |  | 2,956 |  |  | 99 |  |  | 3,834 |  |  | 3,933 |  |  | 1,739 |  | 1962 |
Terrace at the Florida Mall, Orlando, FL |  |  | — |  | 2,150 |  |  | 7,623 |  |  | — |  |  | 4,050 |  |  | 2,150 |  |  | 11,673 |  |  | 13,823 |  |  | 2,884 |  | 1989 |
Tippecanoe Plaza, Lafayette, IN |  |  | — |  | — |  |  | 745 |  |  | 234 |  |  | 4,992 |  |  | 234 |  |  | 5,737 |  |  | 5,971 |  |  | 2,646 |  | 1974 |
University Center, Mishawaka, IN |  |  | — |  | 2,388 |  |  | 5,214 |  |  | — |  |  | 3,013 |  |  | 2,388 |  |  | 8,227 |  |  | 10,615 |  |  | 7,004 |  | 1980 |
Washington Plaza, Indianapolis, IN |  |  | — |  | 941 |  |  | 1,697 |  |  | — |  |  | 308 |  |  | 941 |  |  | 2,005 |  |  | 2,946 |  |  | 2,487 |  | 1976 |
Waterford Lakes Town Center, Orlando, FL |  |  | — |  | 8,679 |  |  | 72,836 |  |  | — |  |  | 12,807 |  |  | 8,679 |  |  | 85,643 |  |  | 94,322 |  |  | 24,347 |  | 1999 |
West Ridge Plaza, Topeka, KS |  |  | 5,342 |  | 1,376 |  |  | 4,560 |  |  | — |  |  | 1,570 |  |  | 1,376 |  |  | 6,130 |  |  | 7,506 |  |  | 2,399 |  | 1988 |
White Oaks Plaza, Springfield, IL |  |  | 16,298 |  | 3,169 |  |  | 14,267 |  |  | — |  |  | 944 |  |  | 3,169 |  |  | 15,211 |  |  | 18,380 |  |  | 5,585 |  | 1986 |
Wolf Ranch, Georgetown, TX |  |  | — |  | 22,118 |  |  | 51,509 |  |  | — |  |  | 491 |  |  | 22,118 |  |  | 52,000 |  |  | 74,118 |  |  | 2,811 |  | 2004 |
Other Properties |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Crossville Outlet Center, Crossville, TN |  |  | — |  | 263 |  |  | 4,380 |  |  | — |  |  | 120 |  |  | 263 |  |  | 4,500 |  |  | 4,763 |  |  | 353 |  | 2004 (Note 4 | )
Factory Merchants Branson, Branson, MO |  |  | — |  | 1,383 |  |  | 19,637 |  |  | 1 |  |  | 682 |  |  | 1,384 |  |  | 20,319 |  |  | 21,703 |  |  | 1,870 |  | 2004 (Note 4 | )
Factory Shoppes at Branson Meadows, Branson, MO |  |  | 9,409 |  | — |  |  | 5,206 |  |  | — |  |  | 39 |  |  | — |  |  | 5,245 |  |  | 5,245 |  |  | 360 |  | 2004 (Note 4 | )
Factory Stores of America — Boaz, AL |  |  | 2,752 |  | — |  |  | 924 |  |  | — |  |  | 1 |  |  | — |  |  | 925 |  |  | 925 |  |  | 54 |  | 2004 (Note 4 | )
Factory Stores of America — Georgetown, KY |  |  | 6,521 |  | 148 |  |  | 3,610 |  |  | — |  |  | 25 |  |  | 148 |  |  | 3,635 |  |  | 3,783 |  |  | 233 |  | 2004 (Note 4 | )
Factory Stores of America — Graceville, FL |  |  | 1,937 |  | 12 |  |  | 408 |  |  | — |  |  | 36 |  |  | 12 |  |  | 444 |  |  | 456 |  |  | 26 |  | 2004 (Note 4 | )
Factory Stores of America — Lebanon, MO |  |  | 1,628 |  | 24 |  |  | 214 |  |  | — |  |  | 4 |  |  | 24 |  |  | 218 |  |  | 242 |  |  | 20 |  | 2004 (Note 4 | )
Factory Stores of America — Nebraska City, NE |  |  | 1,529 |  | 26 |  |  | 566 |  |  | — |  |  | — |  |  | 26 |  |  | 566 |  |  | 592 |  |  | 41 |  | 2004 (Note 4 | )
Factory Stores of America — Story City, IA |  |  | 1,891 |  | 7 |  |  | 526 |  |  | — |  |  | — |  |  | 7 |  |  | 526 |  |  | 533 |  |  | 33 |  | 2004 (Note 4 | )
Factory Stores of North Bend, North Bend, WA |  |  | — |  | 2,143 |  |  | 36,197 |  |  | — |  |  | 492 |  |  | 2,143 |  |  | 36,689 |  |  | 38,832 |  |  | 2,734 |  | 2004 (Note 4 | )
Development Projects |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Domain, The, Austin, TX |  |  | — |  | 39,504 |  |  | 138,302 |  |  | — |  |  | — |  |  | 39,504 |  |  | 138,302 |  |  | 177,806 |  |  | — |  | 2005 |
Palms Crossing, McAllen, TX |  |  | — |  | 16,436 |  |  | 8,291 |  |  | — |  |  | — |  |  | 16,436 |  |  | 8,291 |  |  | 24,727 |  |  | — |  | 2006 |
Pier Park, Panama City Beach, FL |  |  | — |  | 28,432 |  |  | 20,407 |  |  | — |  |  | — |  |  | 28,432 |  |  | 20,407 |  |  | 48,839 |  |  | — |  | 2006 |
Philadelphia Premium Outlets, Limerick, PA |  |  | — |  | 16,549 |  |  | 17,053 |  |  | — |  |  | — |  |  | 16,549 |  |  | 17,053 |  |  | 33,602 |  |  | — |  | 2006 |
Other pre-development costs |  |  | — |  | 54,322 |  |  | 37,175 |  |  | — |  |  | — |  |  | 54,322 |  |  | 37,175 |  |  | 91,497 |  |  | — |  |  |
Other |  |  | — |  | 5,172 |  |  | 67,915 |  |  | 665 |  |  | 2,184 |  |  | 5,837 |  |  | 70,099 |  |  | 75,936 |  |  | 4,452 |  |  |
|  | $ | 4,349,247 |  | 2,499,253 |  | $ | 16,707,854 |  | $ | 151,952 |  | $ | 3,285,240 |  | $ | 2,651,205 |  | $ | 19,993,094 |  | $ | 22,644,299 |  | $ | 4,479,198 |  |  |

60

Simon Property Group, Inc. and Subsidiaries
Notes to Schedule III as of December 31, 2006
(Dollars in thousands)

(1) Reconciliation of Real Estate Properties:

The changes in real estate assets for the years ended December 31, 2006, 2005, and 2004 are as follows:

|  | 2006 |  | 2005 |  | 2004 |
--- | --- | --- | --- | --- | --- | --- | ---
Balance, beginning of year |  | $ | 21,551,247 |  | $ | 21,082,582 |  | $ | 14,834,443 |
| Acquisitions and consolidations |  |  | 402,095 |  |  | 294,654 |  |  | 5,753,600 |
| Improvements |  |  | 772,806 |  |  | 661,569 |  |  | 624,610 |
| Disposals and de-consolidations |  |  | (81,849 | ) |  | (487,558 | ) |  | (112,071 | )
| Impairment write-down |  |  | — |  |  | — |  |  | (18,000 | )
Balance, close of year |  | $ | 22,644,299 |  | $ | 21,551,247 |  | $ | 21,082,582 |

The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2006 was $14,516,444.

(2) Reconciliation of Accumulated Depreciation:

The changes in accumulated depreciation and amortization for the years ended December 31, 2006, 2005, and 2004 are as follows:

|  | 2006 |  | 2005 |  | 2004 |
--- | --- | --- | --- | --- | --- | --- | ---
Balance, beginning of year |  | $ | 3,694,807 |  | $ | 3,066,604 |  | $ | 2,482,955 |
| Acquisitions and consolidations (5) |  |  | 64,818 |  |  | 2,627 |  |  | 76,121 |
| Depreciation expense |  |  | 767,726 |  |  | 768,028 |  |  | 545,882 |
| Disposals |  |  | (48,153 | ) |  | (142,452 | ) |  | (38,354 | )
Balance, close of year |  | $ | 4,479,198 |  | $ | 3,694,807 |  | $ | 3,066,604 |

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

•
  Buildings and Improvements — typically 10-40 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.
•
  Tenant Allowances and Improvements — 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. Initial cost also includes any new developments that are opened during the current year. Costs of disposals of property are first reflected as a reduction to cost capitalized subsequent to acquisition.
(4)
  Not developed/constructed by Simon Property or its predecessors. The date of construction represents acquisition date.
(5)
  Property initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting. Accumulated depreciation amounts for properties consolidated which were previously accounted for under the equity method of accounting include the minority interest holders' portion of accumulated depreciation.

61

QuickLinks

TABLE OF CONTENTS
Part I
Item 1. Business

Item 1A. Risk Factors

Mortgage and Other Debt on Portfolio Properties As of December 31, 2006 (Dollars in thousands)
Mortgage and Other Debt on Portfolio Properties and Investments in Real Estate As of December 31, 2006 (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, Related Stockholder Matters, and Issuer Purchases of Equity Securities
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
Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers and Corporate Governance
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 and Director Independence
Item 14. Principal Accountant Fees and Services

Part IV

Item 15. Exhibits and Financial Statement Schedules

SIGNATURES