SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) : February 16, 2001 SIMON PROPERTY GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-14469 046268599 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 115 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA 46204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 317.636.1600 ------------ NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 45 Pages
ITEM 5. OTHER EVENTS On February 8, 2001, the Registrant issued a press release containing information on earnings for the quarter and twelve months ended December 31, 2000 and other matters. A copy of the press release is included as an exhibit to this filing. On February 8, 2001, the Registrant held a conference call to discuss earnings for the quarter and twelve months ended December 31, 2000 and other matters. A transcript of this conference call is included as an exhibit to this filing. On February 16, 2001, the Registrant made available additional ownership and operation information concerning the Registrant, SPG Realty Consultants, Inc. (the Registrant's paired-share affiliate), Simon Property Group, L.P., and properties owned or managed as of December 31, 2000, in the form of a Supplemental Information package, a copy of which is included as an exhibit to this filing. The Supplemental Information package is available upon request as specified therein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements: NONE Exhibits: Page Number in Exhibit No. Description This Filing - ----------- ----------- ----------- 99.1 Supplemental Information 5 as of December 31, 2000 99.2 Earnings Release for the 31 quarter and twelve months ended December 31, 2000 99.3 Teleconference text for the 40 quarter and twelve months ended December 31, 2000 Page 2 of 45 Pages
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: February 16, 2001 SIMON PROPERTY GROUP, INC. By: /s/ Stephen E. Sterrett ------------------------ Stephen E. Sterrett, Chief Financial Officer Page 3 of 45 Pages
SIMON PROPERTY GROUP TABLE OF CONTENTS AS OF DECEMBER 31, 2000 DESCRIPTION PAGE - ----------- ---- Exhibit 99.1 Supplemental Information Overview 5 Ownership Structure 6-8 Reconciliation of Income to Funds from Operations ("FFO") 9 Selected Financial Information 10-12 Portfolio GLA, Occupancy & Rent Data 13 Rent Information 14 Lease Expirations 15-16 Debt Amortization and Maturities by Year 17 Summary of Indebtedness 18 Summary of Indebtedness by Maturity 19-25 Summary of Variable Rate Debt and Interest Rate Protection Agreements 26-27 New Development Activities 28 Significant Renovation/Expansion Activities 29 Capital Expenditures 30 Exhibit 99.2 Press Release 31-39 Exhibit 99.3 Teleconference Text - February 8, 2001 40-45 4 of 45
Exhibit 99.1 SIMON PROPERTY GROUP OVERVIEW THE COMPANY Simon Property Group, Inc. ("SPG") (NYSE:SPG) is a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P. (the "Operating Partnership") is a subsidiary partnership of SPG. Shares of SPG are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. ("SRC", and together with SPG, the "Company"). The Company and the Operating Partnership (collectively the "Simon Group") are engaged primarily in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and community shopping centers. At December 31, 2000, the Company, directly or through the Operating Partnership, owned or had an interest in 252 properties which consisted of regional malls, community shopping centers, and specialty and mixed-use properties containing an aggregate of 186 million square feet of gross leasable area (GLA) in 36 states and five assets in Europe. The Company, together with its affiliated management companies, owned or managed approximately 191 million square feet of GLA in retail and mixed-use properties. This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) debt information as of December 31, 2000, for the Company and the Operating Partnership. Certain statements contained in this Supplemental Package may constitute "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements involve risks and uncertainties, which may affect the business and prospects of the Company and the Operating Partnership. We direct you to the Company's various filings with the Securities and Exchange Commission including Form 10-K and Form 10-Q for a detailed discussion of risks and uncertainties. We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to: Shelly J. Doran, Director of Investor Relations-Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: sdoran@simon.com 5 of 45
SIMON PROPERTY GROUP ECONOMIC OWNERSHIP STRUCTURE (1) DECEMBER 31, 2000 SIMON PROPERTY GROUP, L.P. 235,241,042 units Partners: Units % - --------- ----------- ------- Simon Property Group, Inc.(2)(3)(4) Public Shareholders 166,528,352 96.9% Simon Family 4,293,311 2.5% DeBartolo Family 32,206 0.0% Executive Management (5) 1,091,891 0.6% ----------- ------ 171,945,760 100.00% ----------- ------ Limited Partners: Simon Family 34,584,455 53.2% DeBartolo Family 21,759,328 33.5% Executive Management (5) 153,498 0.2% Other Limited Partners 8,468,945 13.1% ----------- ------ 64,966,226 100.0% ----------- ------ Ownership of Simon Property Group, L.P. Simon Property Group, Inc. Public Shareholders 70.1% Simon Family 1.8% DeBartolo Family 0.0% Executive Management (5) 0.5% ------ 72.4% ------ Limited Partners Simon Family 14.7% DeBartolo Family 9.2% Executive Management (5) 0.1% Other Limited Partners 3.6% ------ 27.6% ------ 100.0% ------ (1) Schedule excludes preferred stock (see "Preferred Stock/Units Outstanding") and units not convertible into common stock. (2) General partner of Simon Property Group, L.P. (3) Shares of Simon Property Group, Inc. ("SPG") are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. (4) The number of outstanding shares of common stock of SPG exceeds the number of Simon Property Group, L.P. units owned by SPG by 1,670,944. This is the result of the direct ownership of Ocean County Mall by SPG, partially offset by units issued to SPG in exchange for Northshore Mall. (5) Executive management excludes Simon family members. Page 6 of 45
SIMON PROPERTY GROUP CHANGES IN COMMON SHARES AND UNIT OWNERSHIP FOR THE PERIOD FROM DECEMBER 31, 1999 THROUGH DECEMBER 31, 2000 OPERATING PARTNERSHIP COMPANY UNITS(1) COMMON SHARES(2) -------- ---------------- Number Outstanding at December 31, 1999 65,444,680 173,165,255 Restricted Stock Awards (Stock Incentive Program), net -- 417,994 Issuance of Stock for Stock Option Exercises -- 27,910 Conversion of Series A Preferred Stock into Common Stock -- 85,288 Conversion of Series B Preferred Stock into Common Stock -- 36,913 Conversion of Units into Cash (478,454) -- Stock Purchased as Treasury Stock -- (1,596,100) Stock Purchased by Affiliated Captive Insurance Company -- (191,500) NUMBER OUTSTANDING AT DECEMBER 31, 2000 64,966,226 171,945,760 - -------------------------------------------------------------------------------- TOTAL COMMON SHARES AND UNITS OUTSTANDING AT DECEMBER 31, 2000: 236,911,986(2) - -------------------------------------------------------------------------------- DETAILS FOR DILUTED FFO CALCULATION: Company Common Shares Outstanding at December 31, 2000 171,945,760 Number of Common Shares Issuable Assuming Conversion of: Series A Preferred 6.5% Convertible(3) 1,940,005 Series B Preferred 6.5% Convertible(3) 12,490,773 Net Number of Common Shares Issuable Assuming Exercise of Stock Options 107,740 Diluted Common Shares Outstanding at December 31, 2000 186,484,278 - -------------------------------------------------------------------------------- FULLY DILUTED COMMON SHARES AND UNITS OUTSTANDING AT DECEMBER 31, 2000: 251,450,504 - -------------------------------------------------------------------------------- (1) Excludes units owned by the Company (shown here as Company Common Shares) and units not convertible into common shares. (2) Excludes preferred units relating to preferred stock outstanding (see Schedule of Preferred Stock Outstanding). (3) Conversion terms provided in footnotes (1) and (2) on page 8 of this document. 7 of 45
SIMON PROPERTY GROUP PREFERRED STOCK/UNITS OUTSTANDING AS OF DECEMBER 31, 2000 ($ IN 000'S) NUMBER OF LIQUIDATION TICKER ISSUER DESCRIPTION SHARES/UNITS PREFERENCE $ SYMBOL ------ ----------- ------------ ----------- ------- ------ PREFERRED SHARES: CONVERTIBLE - ------------------------------------------------------------------------------------------------------------------------- Simon Property Group, Inc. Series A Preferred 51,059 $1,000 $ 51,059 N/A 6.5% Convertible (1) - ------------------------------------------------------------------------------------------------------------------------- Simon Property Group, Inc. Series B Preferred 4,830,057 $100 $483,006 SPGPrB 6.5% Convertible (2) - ------------------------------------------------------------------------------------------------------------------------- PERPETUAL - ------------------------------------------------------------------------------------------------------------------------- SPG Properties, Inc. Series B Preferred 8,000,000 $25 $200,000 SGVPrB 8 3/4% Perpetual (3) - ------------------------------------------------------------------------------------------------------------------------- SPG Properties, Inc. Series C Preferred 3,000,000 $50 $150,000 N/A 7.89% Perpetual (4) - ------------------------------------------------------------------------------------------------------------------------- Simon Property Group, Inc. Series E Preferred 8% 1,000,000 $25 $ 25,000 N/A Cumulative Redeemable (5) - ------------------------------------------------------------------------------------------------------------------------- PREFERRED UNITS: - ------------------------------------------------------------------------------------------------------------------------- Simon Property Group, L.P. Series C 7% Cumulative 2,584,227 $28 $ 72,358 N/A Convertible Preferred(6) - ------------------------------------------------------------------------------------------------------------------------- Simon Property Group, L.P. Series D 8% Cumulative 2,584,227 $30 $ 77,527 N/A Redeemable Preferred (7) - ------------------------------------------------------------------------------------------------------------------------- (1) Assumed in connection with the CPI merger. Each share is convertible into a number of shares of common stock obtained by dividing $1,000 by $26.319 (conversion price), which is subject to adjustment as outlined below. The stock is not redeemable, except as needed to maintain or bring the direct or indirect ownership of the capital stock of the Company into conformity with the requirements of Section 856(a)(6) of the Code. (2) Issued as part of the consideration for the CPI merger. Each share is convertible into a number of shares of common stock of the Company obtained by dividing $100 by $38.669 (the conversion price), which is subject to adjustment as outlined below. The Company may redeem the stock on or after September 24, 2003 at a price beginning at 105% of the liquidation preference plus accrued dividends and declining to 100% of the liquidation preference plus accrued dividends any time on or after September 24, 2008. The shares are traded on the New York Stock Exchange. The closing price on December 29, 2000, was $69 per share. THE CONVERSION PRICES OF THE SERIES A AND SERIES B CONVERTIBLE PREFERRED STOCK ARE SUBJECT TO ADJUSTMENT BY THE COMPANY IN CONNECTION WITH CERTAIN EVENTS. (3) SPG Properties, Inc. may redeem the stock on or after September 29, 2006. The shares are not convertible into any other securities of SPG Properties, Inc. or the Company. The shares are traded on the New York Stock Exchange. The closing price on December 29, 2000, was $23.375 per share. (4) The Cumulative Step-Up Premium Rate Preferred Stock was issued at 7.89%. The shares are redeemable after September 30, 2007. Beginning October 1, 2012, the rate increases to 9.89%. (5) Issued in connection with the acquisition of Mall of America. Simon Property Group, Inc. Series E Preferred 8% Cumulative Redeemable Stock is not redeemable prior to August 27, 2004. (6) Issued in connection with the New England Development Acquisition. Each unit/share is convertible into 0.75676 shares of common stock on or after August 27, 2004 if certain conditions are met. Each unit/share is not redeemable prior to August 27, 2009. (7) Issued in connection with the New England Development Acquisition. Each unit/share is not redeemable prior to August 27, 2009. 8 of 45
SIMON PROPERTY GROUP RECONCILIATION OF INCOME TO FUNDS FROM OPERATIONS ("FFO") AS OF DECEMBER 31, 2000 (Amounts in thousands, except per share data) THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2000 1999 2000 1999 ------- ------- ------ ------ THE OPERATING PARTNERSHIP Income Before Extraordinary Items and Cumulative Effect of Accounting Change $122,937 $ 94,249 $347,419 $316,100 Plus: Real Estate Depreciation and Amortization from Combined Consolidated Properties 115,929 109,002 418,670 381,265 Plus: Simon Group's Share of Real Estate Depreciation and Amortization, Extraordinary Items and Other Items from Unconsolidated Affiliates 32,310 38,056 119,562 97,247 Less: Unusual Item (1) -- -- -- (12,000) Less: (Gain) Loss on Sale of Real Estate, Net (2) (323) (2,246) (9,132) 7,062 Less: Minority Interest Portion of Real Estate Depreciation and Amortization (1,505) (1,562) (5,951) (5,128) Less: Preferred Distributions (including those of subsidiary) (19,336) (18,805) (77,410) (69,323) -------- -------- -------- -------- FFO of the Simon Group Portfolio $250,012 $218,694 $793,158 $715,223 -------- -------- -------- -------- PERCENT INCREASE 14.3% 10.9% ================================================================================================================================ FFO of the Simon Group Portfolio $250,012 $218,694 $793,158 $715,223 BASIC FFO PER PAIRED SHARE: Basic FFO Allocable to the Company $181,629 $158,737 $575,655 $520,346 Basic Weighted Average Paired Shares Outstanding 171,934 173,167 172,895 172,089 Basic FFO per Paired Share $ 1.06 $ 0.92 $ 3.33 $ 3.02 ======== ======== ======== ======== PERCENT INCREASE 15.2% (3) 10.3% (3) DILUTED FFO PER PAIRED SHARE: Diluted FFO Allocable to the Company $192,034 $168,687 $614,034 $559,752 Diluted Weighted Average Number of Equivalent Paired Shares 186,468 187,735 187,469 187,732 Diluted FFO per Paired Share $ 1.03 $ 0.90 $ 3.28 $ 2.98 ======== ======== ======== ======== PERCENT INCREASE 14.4% (3) 10.1% (3) ================================================================================================================================ (1) Relates to litigation filed by former employees/shareholders of DeBartolo Realty Corporation (purchased by SPG in 1996) regarding stock incentive plan shares. Judgment was rendered in favor of SPG in district court, but reversed by appellate court on August 18, 1999. (2) Net of asset write downs of $10.57 million for the twelve months ended December 31, 2000. (3) On January 1, 2000, the Company adopted Staff Accounting Bulletin 101 ("SAB 101"), which addresses certain revenue recognition policies, including the accounting for overage rent by a landlord. In addition, the Company adopted NAREIT's FFO definition clarification, which requires inclusion in FFO of the effects of non-recurring items. 1999 results include a charge related to litigation for $12 million as well as the $7.3 million write-down of land held for disposition. 9 of 45
SIMON PROPERTY GROUP SELECTED FINANCIAL INFORMATION AS OF DECEMBER 31, 2000 (In thousands, except as noted) AS OF OR FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 1999 % CHANGE ---- ---- -------- FINANCIAL HIGHLIGHTS OF THE COMPANY Total Revenue - Consolidated Properties $2,020,751 $1,892,703 6.8% Total EBITDA of the Simon Group Portfolio $2,102,146 $1,843,131 14.1% Simon Group's Share of EBITDA $1,616,616 $1,455,272 11.1% Net Income Available to Common Shareholders $ 186,528 $ 167,314 11.5% Basic Net Income per Paired Share $ 1.08 $ 0.97 11.3% Diluted Net Income per Paired Share $ 1.08 $ 0.97 11.3% FFO of the Simon Group Portfolio $ 793,158 $ 715,223 10.9% Basic FFO Allocable to the Company $ 575,655 $ 520,346 10.6% Diluted FFO Allocable to the Company $ 614,034 $ 559,752 9.7% Basic FFO per Paired Share $ 3.33 $ 3.02 10.3% Diluted FFO per Paired Share $ 3.28 $ 2.98 10.1% Distributions per Paired Share $ 2.0200 $ 2.0200 0.0% 10 of 45
SIMON PROPERTY GROUP SELECTED FINANCIAL INFORMATION AS OF DECEMBER 31, 2000 (In thousands, except as noted) AS OF OR FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 1999 % CHANGE -------- --------- -------- OPERATIONAL STATISTICS Occupancy at End of Period: Regional Malls (1) 91.8% 90.6% 1.2 % Community Shopping Centers (2) 91.5% 88.6% 2.9 % Average Base Rent per Square Foot: Regional Malls (1) $ 28.31 $ 27.33 3.6 % Community Shopping Centers (2) $ 9.36 $ 8.36 12.0 % Regional Malls: Total Tenant Sales Volume, in millions (3)(4) $ 16,561 $ 15,542 6.6 % Comparable Sales per Square Foot (4) $ 384 $ 377 1.9 % Total Sales per Square Foot (4) $ 377 $ 367 2.7 % Number of U.S. Properties Open at End of Period 252 259 (2.7)% Total U.S. GLA at End of Period, in millions of square feet 185.6 184.6 0.5 % (1) Includes mall and freestanding stores. (2) Includes all Owned GLA. (3) Represents only those tenants who report sales. (4) Based upon the standard definition of sales for regional malls adopted by the International Council of Shopping Centers which includes only mall and freestanding stores less than 10,000 square feet. 11 of 45
SIMON PROPERTY GROUP SELECTED FINANCIAL INFORMATION AS OF DECEMBER 31, 2000 (In thousands, except as noted) DECEMBER 31, DECEMBER 31, 2000 1999 ---- ---- EQUITY INFORMATION Limited Partner Units Outstanding at End of Period 64,966 65,445 Paired Shares Outstanding at End of Period 171,946 173,165 ------- ------- Total Common Shares and Units Outstanding at End of Period 236,912 238,610 ======= ======= Basic Weighted Average Paired Shares Outstanding 172,895 172,089 Diluted Weighted Average Number of Equivalent Paired Shares(1) 187,469 187,732 DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------ DEBT INFORMATION Consolidated Debt $ 8,728,582 $ 8,768,951 Simon Group's Share of Joint Venture Debt $ 2,186,197 $ 1,886,360 DEBT-TO-MARKET CAPITALIZATION Common Stock Price at End of Period $ 24.0000 $ 22.9375 Equity Market Capitalization (2) $ 6,596,008 $ 6,320,891 Total Consolidated Capitalization $15,324,590 $15,089,842 Total Capitalization - Including Simon Group's Share of JV Debt $17,510,787 $16,976,202 (1) Diluted for purposes of computing FFO per share. (2) Market value of Common Stock, Units and all issues of Preferred Stock of SPG and SPG Properties, Inc. 12 of 45
SIMON PROPERTY GROUP PORTFOLIO GLA, OCCUPANCY & RENT DATA AS OF DECEMBER 31, 2000 - ------------------------------------------------------------------------------------------------------------- AVG. ANNUALIZED % OF OWNED BASE RENT PER TOTAL % OF GLA WHICH LEASED SQ. FT. TYPE OF PROPERTY GLA-SQ. FT. OWNED GLA OWNED GLA IS LEASED OF OWNED GLA - ------------------------------------------------------------------------------------------------------------- REGIONAL MALLS - -Anchor 96,726,235 29,277,595 26.5% 98.9% $ 3.87 - -Mall Store 56,215,386 56,167,489 50.9% 91.7% $29.00 - -Freestanding 3,693,816 1,838,938 1.7% 95.3% $ 9.27 ----------- ----------- ------ SUBTOTAL 59,909,202 58,006,427 52.6% 91.8% $28.31 REGIONAL MALL TOTAL 156,635,437 87,284,022 79.1% 94.2% $19.53 COMMUNITY SHOPPING CENTERS - -Anchor 12,862,106 8,175,109 7.4% 94.8% $ 7.64 - -Mall Store 4,343,802 4,258,044 3.9% 85.4% 13.00 - -Freestanding 798,590 324,098 .3% 90.8% 9.07 ----------- ----------- ------ COMMUNITY CTR. TOTAL 18,004,498 12,757,251 11.6% 91.5% $ 9.36 OFFICE PORTION OF MIXED-USE PROPERTIES 2,543,235 2,543,235 2.3% 88.2% $18.41 VALUE-ORIENTED SUPER-REGIONAL MALLS 6,465,886 6,340,886 5.7% 92.9% $17.45 OTHER 1,964,571 1,480,021 1.3% GRAND TOTAL 185,613,627 110,405,415 100.00% - -------------------------------------------------------------------------------- OCCUPANCY HISTORY - -------------------------------------------------------------------------------- COMMUNITY AS OF REGIONAL MALLS(1) SHOPPING CENTERS(2) ----- ----------------- ------------------- 12/31/00 91.8% 91.5% 12/31/99 90.6% 88.6% 12/31/98 90.0% 91.4% 12/31/97 87.3% 91.3% 12/31/96 84.7% 91.6% (1) Includes mall and freestanding stores. (2) Includes all Owned GLA. 13 of 45
SIMON PROPERTY GROUP RENT INFORMATION AS OF DECEMBER 31, 2000 - ----------------- AVERAGE BASE RENT - ----------------- MALL & FREESTANDING % COMMUNITY % AS OF STORES AT REGIONAL MALLS CHANGE SHOPPING CENTERS CHANGE ----- ------------------------- ------ ---------------- ------ 12/31/00 $28.31 3.6% $9.36 12.0% 12/31/99 27.33 6.3 8.36 8.9 12/31/98 25.70 8.7 7.68 3.2 12/31/97 23.65 14.4 7.44 (2.7) 12/31/96 20.68 7.8 7.65 4.9 - ------------ RENTAL RATES - ------------ BASE RENT (1) ------------- STORE OPENINGS STORE CLOSINGS AMOUNT OF CHANGE YEAR DURING PERIOD DURING PERIOD DOLLAR PERCENTAGE - ---- ------------- ------------- ------ ---------- REGIONAL MALLS: 2000 $35.13 $29.24 $5.89 20.1% 1999 31.25 24.55 6.70 27.3 1998 27.33 23.63 3.70 15.7 1997 29.66 21.26 8.40 39.5 1996 23.59 18.73 4.86 25.9 COMMUNITY SHOPPING CENTERS: 2000 $14.21 $11.51 $2.70 23.5% 1999 10.26 7.44 2.82 37.9 1998 10.43 10.95 (0.52) (4.7) 1997 8.63 9.44 (0.81) (8.6) 1996 8.18 6.16 2.02 32.8 (1) Represents the average base rent in effect during the period for those tenants who signed leases as compared to the average base rent in effect during the period for those tenants whose leases terminated or expired. 14 of 45
SIMON PROPERTY GROUP LEASE EXPIRATIONS(1) AS OF DECEMBER 31, 2000 AVG. BASE RENT NUMBER OF SQUARE PER SQUARE FOOT YEAR LEASES EXPIRING FEET AT 12/31/00 ---- --------------- ------------ --------------- - ------------------------------------------- Regional Malls - Mall & Freestanding Stores - ------------------------------------------- 2001 1,456 3,182,615 $26.55 2002 1,857 3,583,635 28.01 2003 1,994 4,488,498 30.15 2004 1,736 4,579,376 29.15 2005 1,723 5,347,386 28.23 2006 1,597 4,473,182 29.84 2007 1,440 4,207,431 31.74 2008 1,298 4,479,484 30.16 2009 1,371 4,496,472 28.21 2010 1,548 4,670,875 32.26 ------ ---------- TOTALS 16,020 43,508,954 $29.54 - ------------------------------- Regional Malls - Anchor Tenants - ------------------------------- 2001 9 1,090,608 $1.86 2002 16 1,948,271 1.85 2003 18 2,156,140 2.29 2004 25 2,462,680 3.31 2005 22 2,812,358 2.28 2006 18 2,095,152 3.25 2007 6 766,048 1.77 2008 14 1,400,573 4.81 2009 16 1,986,791 2.82 2010 15 1,505,476 4.27 ------ ---------- TOTALS 159 18,224,097 $2.86 - ----------------------------------------------------- Community Centers - Mall Stores & Freestanding Stores - ----------------------------------------------------- 2001 140 364,600 $12.81 2002 222 557,460 11.59 2003 158 562,287 11.91 2004 138 472,969 13.41 2005 178 656,188 14.17 2006 53 267,627 11.93 2007 19 167,367 11.34 2008 15 117,334 13.36 2009 14 84,118 16.25 2010 25 191,998 14.75 ------ ---------- TOTALS 962 3,441,948 $12.88 (1) Does not consider the impact of options to renew that may be contained in leases. 15 of 45
SIMON PROPERTY GROUP LEASE EXPIRATIONS(1) AS OF DECEMBER 31, 2000 AVG. BASE RENT NUMBER OF SQUARE PER SQUARE FOOT YEAR LEASES EXPIRING FEET AT 12/31/00 ---- --------------- ------------ --------------- - ---------------------------------- Community Centers - Anchor Tenants - ---------------------------------- 2001 7 227,142 $ 4.59 2002 8 234,940 6.89 2003 14 570,752 4.81 2004 12 410,586 5.03 2005 17 751,911 6.71 2006 13 604,074 5.61 2007 11 466,173 6.28 2008 9 237,172 10.94 2009 15 689,636 6.92 2010 19 694,260 9.88 ------ ---------- TOTALS 125 4,886,646 $ 6.78 (1) Does not consider the impact of options to renew that may be contained in leases. 16 of 45
SIMON PROPERTY GROUP SPG'S SHARE OF TOTAL DEBT AMORTIZATION AND MATURITIES BY YEAR AS OF DECEMBER 31, 2000 (In thousands) - ------------------------------------------------ ----------------------- ------------------ --------------- -------------- SPG'S SHARE OF SPG'S SHARE OF SPG'S SHARE OF SECURED UNSECURED UNCONSOLIDATED SPG'S SHARE OF CONSOLIDATED CONSOLIDATED JOINT VENTURE TOTAL YEAR DEBT DEBT DEBT DEBT - ------------------------------------------------ ----------------------- ------------------ --------------- -------------- 2001 .......................................... 1 220,355 925,000(a) 139,840 1,285,195 2002 .......................................... 2 355,854 422,929 102,694 881,477 2003 .......................................... 3 604,223 1,220,000 318,846 2,143,069 2004 .......................................... 4 683,312 733,192 198,195 1,614,699 2005 .......................................... 5 155,975 660,000 346,640 1,162,615 2006 .......................................... 6 133,589 250,000 301,185 684,774 2007 .......................................... 7 271,199 180,000 139,693 590,892 2008 .......................................... 8 44,928 200,000 300,491 545,419 2009 .......................................... 9 331,849 450,000 42,017 823,866 2010 .......................................... 10 99,071 0 262,378 361,449 Thereafter 106,231 525,000 3,584 634,815 ----------- ----------- ----------- ----------- Subtotal Face Amounts $ 3,006,586 $ 5,566,121 $ 2,155,563 $10,728,270 ----------- ----------- ----------- ----------- Premiums and Discounts on Indebtedness, Net (568) 0 11,226 10,658 ----------- ----------- ----------- ----------- SPG's Share of Total Indebtedness $ 3,006,018 $ 5,566,121 $ 2,166,789 $10,738,928 =========== =========== =========== =========== (a) $490 million was retired on January 18, 2001 from the net proceeds of a $500 million offering of unsecured notes, with $300 million maturing in 2006 and $200 million maturing in 2011. 17 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS AS OF DECEMBER 31, 2000 (IN THOUSANDS) SPG'S WEIGHTED TOTAL SHARE OF WEIGHTED AVG. AVG. YEARS INDEBTEDNESS INDEBTEDNESS INTEREST RATE TO MATURITY ------------ ------------ ------------- ----------- Consolidated Indebtedness Mortgage Debt Fixed Rate (1) 2,541,971 2,392,284 7.45% 5.5 Other Hedged Debt 51,000 51,000 9.62% 1.2 Floating Rate Debt 571,061 563,302 7.95% 3.0 ---------- ---------- ---- --- Total Mortgage Debt 3,164,032 3,006,586 7.58% 5.0 Unsecured Debt Fixed Rate (1) 3,818,200 3,818,200 7.17% 6.1 Floating Rate Debt 177,921 177,921 7.47% 1.2 ---------- ---------- ---- --- Subtotal 3,996,121 3,996,121 7.19% 5.9 Acquisition Facility 925,000 925,000 7.30% 0.5 Revolving Corporate Credit Facility 505,000 505,000 7.30% 2.6 Revolving Corporate Credit Facility (Hedged) 140,000 140,000 7.30% 2.6 ---------- ---------- ---- --- Total Unsecured Debt 5,566,121 5,566,121 7.22% 4.6 Adjustment to Fair Market Value - Fixed Rate (1,946) (946) N/A N/A Adjustment to Fair Market Value - Variable Rate 375 378 N/A N/A ---------- ---------- ---- --- Consolidated Mortgages and Other Indebtedness 8,728,582 8,572,140 7.34% 4.7 ========== ========== ==== === Joint Venture Indebtedness Mortgage Debt Fixed Rate 3,379,861 1,478,475 7.61% 6.1 Other Hedged Debt 973,164 349,953 7.49% 3.5 Floating Rate Debt 750,296 319,702 7.96% 2.5 ---------- ---------- ---- --- Subtotal 5,103,321 2,148,130 7.65% 5.2 Unsecured Fixed Rate Debt 6,609 3,305 7.93% 5.0 Unsecured Floating Rate Debt 8,400 4,128 9.15% 1.5 Total Unsecured Debt 15,009 7,432 8.61% 3.1 Adjustment to Fair Market Value - Fixed Rate 17,158 11,226 N/A N/A ---------- ---------- ---- --- Joint Venture Mortgages and Other Indebtedness 5,135,488 2,166,788 7.65% 5.1 ========== ========== ==== === ---------- ---- --- SPG'S SHARE OF TOTAL INDEBTEDNESS 10,738,928 7.40% 4.8 ---------- ---- --- (1) Includes $213,200 of variable rate debt, of which $177,169 is SPG's share, that is effectively fixed to maturity through the use of interest rate hedges. 18 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNESS BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- CONSOLIDATED INDEBTEDNESS FIXED RATE MORTGAGE DEBT: Great Lakes Mall - 1 3/1/2001 6.74% 52,632 52,632 Windsor Park Mall - 1 3/1/2001 8.00% 5,610 5,610 Great Lakes Mall - 2 3/1/2001 7.07% 8,489 8,489 Chesapeake Square 7/1/2001 7.28% 45,207 33,905 Orland Square 9/1/2001 7.74% 50,000 50,000 ---------- ---------- SUBTOTAL 2001 161,938 150,636 7.26% Lima Mall - 1 3/1/2002 7.12% 14,180 14,180 Lima Mall - 2 3/1/2002 7.12% 4,723 4,723 Columbia Center 3/15/2002 7.62% 42,326 42,326 Northgate Shopping Center 3/15/2002 7.62% 79,035 79,035 Tacoma Mall 3/15/2002 7.62% 92,474 92,474 River Oaks Center 6/1/2002 8.67% 32,500 32,500 North Riverside Park Plaza - 1 9/1/2002 9.38% 3,679 3,679 North Riverside Park Plaza - 2 9/1/2002 10.00% 3,543 3,543 Palm Beach Mall 12/15/2002 7.50% 48,282 48,282 Other 5/31/2002 6.80% 387 387 Other 12/1/2002 8.00% 667 667 ---------- ---------- SUBTOTAL 2002 321,796 321,796 7.72% Principal Mutual Mortgages - Pool 1 (1) 3/15/2003 6.79% 102,943 102,943 Principal Mutual Mortgages - Pool 2 (2) 3/15/2003 6.77% 137,542 137,542 Century III Mall 7/1/2003 6.78% 66,000 66,000 Miami International Mall 12/21/2003 6.91% 45,316 27,190 ---------- ---------- SUBTOTAL 2003 351,801 333,675 6.79% Battlefield Mall - 1 1/1/2004 7.50% 46,373 46,373 Battlefield Mall - 2 1/1/2004 6.81% 44,053 44,053 Forum Phase I - Class A-2 5/15/2004 6.19% 44,386 26,632 Forum Phase II - Class A-2 5/15/2004 6.19% 40,614 22,338 Forum Phase I - Class A-1 5/15/2004 7.13% 46,996 28,198 Forum Phase II - Class A-1 5/15/2004 7.13% 43,004 23,652 CMBS Loan - Variable Component (5) 12/15/2004 6.16% 50,000 50,000 CMBS Loan - Fixed Component 12/15/2004 7.31% 175,000 175,000 ---------- ---------- SUBTOTAL 2004 490,426 416,245 6.98% Tippecanoe Mall - 1 (3) 1/1/2005 8.45% 44,649 44,649 Tippecanoe Mall - 2 (3) 1/1/2005 6.81% 15,666 15,666 Melbourne Square 2/1/2005 7.42% 38,362 38,362 Cielo Vista Mall - 2 11/1/2005 8.13% 1,501 1,501 ---------- ---------- SUBTOTAL 2005 100,178 100,178 7.79% Treasure Coast Square - 1 1/1/2006 7.42% 51,575 51,575 Treasure Coast Square - 2 1/1/2006 8.06% 11,892 11,892 Gulf View Square 10/1/2006 8.25% 36,447 36,447 Paddock Mall 10/1/2006 8.25% 28,988 28,988 ---------- ---------- SUBTOTAL 2006 128,902 128,902 7.90% 19 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNESS BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- Lakeline Mall 5/1/2007 7.65% 71,373 71,373 Cielo Vista Mall - 1 (4) 5/1/2007 9.38% 53,753 53,753 Cielo Vista Mall - 3 (4) 5/1/2007 6.76% 38,140 38,140 McCain Mall - 1 (4) 5/1/2007 9.38% 25,100 25,100 McCain Mall - 2 (4) 5/1/2007 6.76% 17,604 17,604 Valle Vista Mall - 1 (4) 5/1/2007 9.38% 33,243 33,243 Valle Vista Mall - 2 (4) 5/1/2007 6.81% 7,826 7,826 University Park Mall 10/1/2007 7.43% 59,500 35,700 ---------- ---------- SUBTOTAL 2007 306,539 282,739 8.11% Arsenal Mall - 1 9/28/2008 6.75% 34,268 34,268 ---------- ---------- SUBTOTAL 2008 34,268 34,268 6.75% College Mall - 1 (3) 1/1/2009 7.00% 40,568 40,568 College Mall - 2 (3) 1/1/2009 6.76% 11,747 11,747 Greenwood Park Mall - 1 (3) 1/1/2009 7.00% 33,977 33,977 Greenwood Park Mall - 2 (3) 1/1/2009 6.76% 60,696 60,696 Towne East Square - 1 (3) 1/1/2009 7.00% 53,638 53,638 Towne East Square - 2 (3) 1/1/2009 6.81% 24,478 24,478 Bloomingdale Court 10/1/2009 7.78% 29,617 29,617 Forest Plaza 10/1/2009 7.78% 16,244 16,244 Lake View Plaza 10/1/2009 7.78% 21,593 21,593 Lakeline Plaza 10/1/2009 7.78% 23,673 23,673 Lincoln Crossing 10/1/2009 7.78% 3,269 3,269 Matteson Plaza 10/1/2009 7.78% 9,509 9,509 Muncie Plaza 10/1/2009 7.78% 8,221 8,221 Regency Plaza 10/1/2009 7.78% 4,457 4,457 St. Charles Towne Plaza 10/1/2009 7.78% 28,527 28,527 West Ridge Plaza 10/1/2009 7.78% 5,745 5,745 White Oaks Plaza 10/1/2009 7.78% 17,532 17,532 ---------- ---------- SUBTOTAL 2009 393,491 393,491 7.28% Trolley Square 8/1/2010 9.03% 29,700 26,730 Crystal River 11/11/2010 7.63% 16,288 16,288 Biltmore Square 12/11/2010 7.95% 26,000 17,342 Port Charlotte Town Center 12/11/2010 7.98% 53,250 42,600 ---------- ---------- SUBTOTAL 2010 125,238 102,960 8.19% Windsor Park Mall - 2 5/1/2012 8.00% 8,625 8,625 ---------- ---------- SUBTOTAL 2012 8,625 8,625 8.00% Chesapeake Center 5/15/2015 8.44% 6,563 6,563 Grove at Lakeland Square, The 5/15/2015 8.44% 3,750 3,750 Terrace at Florida Mall, The 5/15/2015 8.44% 4,688 4,688 ---------- ---------- SUBTOTAL 2015 15,001 15,001 8.44% Arsenal Mall - 2 5/15/2016 8.20% 2,164 2,164 ---------- ---------- SUBTOTAL 2016 2,164 2,164 8.20% Sunland Park Mall 1/1/2026 8.63% 38,710 38,710 ---------- ---------- SUBTOTAL 2026 38,710 38,710 8.63% 20 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ---------- ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNE BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ---------- ------------- Keystone at the Crossing 7/1/2027 7.85% 62,894 62,894 ---------- ---------- SUBTOTAL 2027 62,894 62,894 7.85% ---------- ---------- ----- Total Consolidated Fixed Rate Mortgage Debt 2,541,971 2,392,284 7.45% ========== ========== ===== VARIABLE RATE MORTGAGE DEBT: White Oaks Mall 3/1/2001 8.57% 16,500 9,062 Randall Park Mall - 1 12/11/2001 9.75% 35,000 35,000 Randall Park Mall - 2 12/11/2001 11.65% 5,000 5,000 ---------- ---------- SUBTOTAL 2001 56,500 49,062 9.69% Highland Lakes Center 3/1/2002 8.15% 14,377 14,377 Mainland Crossing 3/31/2002 8.15% 1,603 1,282 ---------- ---------- SUBTOTAL 2002 15,980 15,659 8.15% Raleigh Springs Mall 2/23/2003 8.30% 11,000 11,000 Richmond Towne Square (6) 7/15/2003 7.65% 56,851 56,851 Shops @ Mission Viejo (6) 8/31/2003 7.80% 141,314 141,314 Arboretum (6) 11/30/2003 8.15% 34,000 34,000 Bowie Mall 12/14/2003 8.15% 8,657 8,657 ---------- ---------- SUBTOTAL 2003 251,822 251,822 7.84% Jefferson Valley Mall (6) 1/11/2004 7.90% 60,000 60,000 North East Mall (6) 5/20/2004 8.02% 135,761 135,761 Waterford Lakes (6) 8/15/2004 8.05% 56,998 56,998 ---------- ---------- SUBTOTAL 2004 252,759 252,759 8.00% Brunswick Square (6) 6/12/2005 8.15% 45,000 45,000 ---------- ---------- SUBTOTAL 2005 45,000 45,000 8.15% ---------- ---------- ----- Total Variable Rate Mortgage Debt 622,061 614,302 8.08% ========== ========== ===== ---------- ---------- ----- Total Consolidated Mortgage Debt 3,164,032 3,006,586 7.58% ========== ========== ===== FIXED RATE UNSECURED DEBT: Unsecured Notes - CPI 1 3/15/2002 9.00% 250,000 250,000 ---------- ---------- SUBTOTAL 2002 250,000 250,000 9.00% Unsecured Notes - CPI 2 4/1/2003 7.05% 100,000 100,000 SPG, LP (Bonds) 6/15/2003 6.63% 375,000 375,000 SPG, LP (PATS) 11/15/2003 6.75% 100,000 100,000 ---------- ---------- SUBTOTAL 2003 575,000 575,000 6.72% SCA (Bonds) 1/15/2004 6.75% 150,000 150,000 SPG, LP (Bonds) 2/9/2004 6.75% 300,000 300,000 SPG, LP (Bonds) 7/15/2004 6.75% 100,000 100,000 Simon ERE Facility (6) 7/31/2004 7.75% 28,200 28,200 21 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ---------- ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNE BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ---------- ------------- Unsecured Notes - CPI 3 8/15/2004 7.75% 150,000 150,000 ---------- ---------- SUBTOTAL 2004 728,200 728,200 6.99% SCA (Bonds) 5/15/2005 7.63% 110,000 110,000 SPG, LP (Bonds) 6/15/2005 6.75% 300,000 300,000 SPG, LP (MTN) 6/24/2005 7.13% 100,000 100,000 SPG, LP (Bonds) 10/27/2005 6.88% 150,000 150,000 ---------- ---------- SUBTOTAL 2005 660,000 660,000 6.98% SPG, LP (Bonds) 11/15/2006 6.88% 250,000 250,000 ---------- ---------- SUBTOTAL 2006 250,000 250,000 6.88% SPG, LP (MTN) 9/20/2007 7.13% 180,000 180,000 ---------- ---------- SUBTOTAL 2007 180,000 180,000 7.13% SPG, LP (MOPPRS) 6/15/2008 7.00% 200,000 200,000 ---------- ---------- SUBTOTAL 2008 200,000 200,000 7.00% SPG, LP (Bonds) 2/9/2009 7.13% 300,000 300,000 SPG, LP (Bonds) 7/15/2009 7.00% 150,000 150,000 ---------- ---------- SUBTOTAL 2009 450,000 450,000 7.08% Unsecured Notes - CPI 4 9/1/2013 7.18% 75,000 75,000 ---------- ---------- SUBTOTAL 2013 75,000 75,000 7.18% Unsecured Notes - CPI 5 3/15/2016 7.88% 250,000 250,000 ---------- ---------- SUBTOTAL 2016 250,000 250,000 7.88% SPG, LP (Bonds) 6/15/2018 7.38% 200,000 200,000 ---------- ---------- SUBTOTAL 2018 200,000 200,000 7.38% ---------- ---------- Total Unsecured Fixed Rate Debt 3,818,200 3,818,200 7.17% ========== ========== VARIABLE RATE UNSECURED DEBT: Acquisition Facility - 2 3/24/2001 7.30% 450,000 450,000 Acquisition Facility - 3 9/24/2001 7.30% 475,000 475,000 ---------- ---------- SUBTOTAL 2001 925,000 925,000 7.30% SPG, L.P. Unsecured Loan - 1 (6) 2/28/2002 7.45% 150,000 150,000 SPG, L.P. Unsecured Loan - 3 (8) 3/30/2002 7.65% 22,929 22,929 ---------- ---------- SUBTOTAL 2002 172,929 172,929 7.47% Corporate Revolving Credit Facility (6) 8/25/2003 7.30% 645,000 645,000 ---------- ---------- SUBTOTAL 2003 645,000 645,000 7.30% Simon ERE Facility (6) 7/31/2004 7.25% 4,992 4,992 ---------- ---------- SUBTOTAL 2003 4,992 4,992 7.25% ---------- ---------- Total Unsecured Variable Rate Debt 1,747,921 1,747,921 7.31% ========== ========== ---------- ---------- Total Unsecured Debt 5,566,121 5,566,121 7.22% ========== ========== 22 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNESS BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- Net Premium on Fixed-Rate Indebtedness (1,946) (946) N/A Net Premium on Variable-Rate Indebtedness 375 378 N/A ---------- ---------- ----- TOTAL CONSOLIDATED DEBT 8,728,582 8,572,140 7.34% ========== ========== ===== JOINT VENTURE INDEBTEDNESS FIXED RATE MORTGAGE DEBT: Atrium at Chestnut Hill - 1 4/1/2001 7.29% 42,117 20,695 Atrium at Chestnut Hill - 2 4/1/2001 8.16% 11,550 5,675 Seminole Towne Center 6/30/2001 8.00% 70,500 31,725 Highland Mall - 2 10/1/2001 8.50% 83 42 Highland Mall - 3 11/1/2001 9.50% 869 435 Square One 12/1/2001 8.40% 104,526 51,361 ---------- ---------- SUBTOTAL 2001 229,645 109,933 8.07% Crystal Mall 2/1/2003 8.66% 48,068 35,844 Avenues, The 5/15/2003 8.36% 56,126 14,032 ---------- ---------- SUBTOTAL 2003 104,194 49,875 8.58% Solomon Pond 2/1/2004 7.83% 95,185 46,772 Northshore Mall 5/14/2004 9.05% 161,000 79,111 Indian River Commons 11/1/2004 7.58% 8,386 4,193 Indian River Mall 11/1/2004 7.58% 46,533 23,267 ---------- ---------- SUBTOTAL 2004 311,104 153,342 8.41% Westchester, The - 1 9/1/2005 8.74% 149,525 74,763 Westchester, The - 2 9/1/2005 7.20% 53,099 26,550 ---------- ---------- SUBTOTAL 2005 202,624 101,312 8.34% Cobblestone Court 1/1/2006 7.64% 6,180 2,163 Crystal Court 1/1/2006 7.64% 3,570 1,250 Fairfax Court 1/1/2006 7.64% 10,320 2,709 Gaitway Plaza 1/1/2006 7.64% 7,350 1,715 Plaza at Buckland Hills, The 1/1/2006 7.64% 17,625 6,037 Ridgewood Court 1/1/2006 7.64% 8,035 2,812 Royal Eagle Plaza 1/1/2006 7.64% 7,920 2,772 Village Park Plaza 1/1/2006 7.64% 8,960 3,136 West Town Corners 1/1/2006 7.64% 10,330 2,411 Westland Park Plaza 1/1/2006 7.64% 4,950 1,155 Willow Knolls Court 1/1/2006 7.64% 6,490 2,272 Yards Plaza, The 1/1/2006 7.64% 8,270 2,895 CMBS Loan - Fixed Component (IBM) (7) 5/1/2006 7.41% 300,000 150,000 CMBS Loan - Fixed Component - 2 (IBM) (7) 5/15/2006 8.13% 57,100 28,550 Great Northeast Plaza 6/1/2006 9.04% 17,353 8,677 Smith Haven Mall 6/1/2006 7.86% 115,000 28,750 Mall of Georgia Crossing 6/9/2006 7.25% 34,470 17,235 Greendale Mall 11/1/2006 8.23% 41,725 20,503 ---------- ---------- SUBTOTAL 2006 665,648 285,040 7.65% Town Center at Cobb - 1 4/1/2007 7.54% 49,681 24,841 23 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNESS BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- Town Center at Cobb - 2 4/1/2007 7.25% 64,883 32,442 Gwinnett Place - 1 4/1/2007 7.54% 38,994 19,497 Gwinnett Place - 2 4/1/2007 7.25% 85,257 42,629 Mall at Rockingham 8/1/2007 7.88% 99,782 24,515 ---------- ---------- SUBTOTAL 2007 338,597 143,923 7.45% Metrocenter 2/28/2008 8.45% 30,360 15,180 Aventura Mall - A 4/6/2008 6.55% 141,000 47,000 Aventura Mall - B 4/6/2008 6.60% 25,400 8,467 Aventura Mall - C 4/6/2008 6.89% 33,600 11,200 West Town Mall 5/1/2008 6.90% 76,000 38,000 Mall of New Hampshire - 1 10/1/2008 6.96% 103,811 51,010 Mall of New Hampshire - 2 10/1/2008 8.53% 8,431 4,143 Grapevine Mills - 1 10/1/2008 6.47% 155,000 58,125 Ontario Mills - 5 11/2/2008 6.75% 142,117 35,529 Source, The 11/6/2008 6.65% 124,000 31,000 Ontario Mills - 6 12/5/2008 8.00% 10,500 2,625 Grapevine Mills - 2 11/5/2008 8.39% 14,491 5,434 ---------- ---------- SUBTOTAL 2008 864,710 307,713 6.86% Apple Blossom Mall 9/10/2009 7.99% 40,633 19,966 Auburn Mall 9/10/2009 7.99% 47,570 23,375 Highland Mall - 1 12/1/2009 9.75% 6,983 3,492 Ontario Mills - 4 12/28/2009 6.00% 4,198 1,050 ---------- ---------- SUBTOTAL 2009 99,384 47,882 8.07% Mall of Georgia 7/1/2010 7.09% 200,000 100,000 Coral Square 10/1/2010 8.00% 90,000 45,000 Florida Mall, The 11/13/2010 7.55% 270,000 135,000 ---------- ---------- SUBTOTAL 2010 560,000 280,000 7.46% Polska Shopping Mall 12/31/2011 6.49% 12,355 3,583 ---------- ---------- SUBTOTAL 2011 12,355 3,583 6.49% ---------- ---------- ----- Total Joint Venture Fixed Rate Mortgage Debt 3,388,261 1,482,603 7.61% ========== ========== ===== VARIABLE RATE MORTGAGE DEBT: Liberty Tree Mall 10/1/2001 8.15% 46,680 22,937 ---------- ---------- SUBTOTAL 2001 46,680 22,937 8.15% Montreal Forum 1/31/2002 7.50% 24,931 8,882 Arizona Mills (6) 2/1/2002 7.95% 145,764 38,359 Shops at Sunset Place, The (6) 6/30/2002 7.80% 114,218 42,832 ---------- ---------- SUBTOTAL 2002 284,913 90,072 7.83% Dadeland Mall (6) 2/1/2003 7.45% 140,000 70,000 Cape Cod Mall (6) 4/1/2003 8.45% 67,348 33,093 CMBS Loan - Floating Component (IBM) (7) 5/1/2003 7.14% 184,500 92,250 Concord Mills (6) 12/2/2003 8.00% 179,883 67,456 ---------- ---------- SUBTOTAL 2003 571,731 262,799 7.61% 24 of 45
SIMON PROPERTY GROUP SUMMARY OF INDEBTEDNESS BY MATURITY AS OF DECEMBER 31, 2000 (IN THOUSANDS) - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- SPG'S WEIGHTED AVG PROPERTY MATURITY INTEREST TOTAL SHARE OF INTEREST RATE NAME DATE RATE INDEBTEDNESS INDEBTEDNESS BY YEAR - ---------------------------------------------------- --------------- -------- ------------ ------------ ------------- Circle Centre Mall - 1 (6) 1/31/2004 7.09% 60,000 8,802 Circle Centre Mall - 2 (6) 1/31/2004 8.15% 7,500 1,100 Orlando Premium Outlets (6) 2/12/2004 8.15% 56,490 28,245 ---------- ---------- SUBTOTAL 2004 123,990 38,147 7.90% Mall of America (6) 3/10/2005 7.16% 312,000 85,800 Emerald Square Mall (6) 3/31/2005 8.13% 145,000 71,249 Arundel Mills (6) 4/30/2005 8.30% 112,346 42,130 Northfield Square (6) 4/30/2005 9.15% 37,000 11,692 ---------- ---------- SUBTOTAL 2005 606,346 210,871 7.83% CMBS Loan - Floating Component - 2 (IBM) (7) 5/15/2006 7.02% 81,400 40,700 ---------- ---------- SUBTOTAL 2006 81,400 40,700 7.02% ---------- ---------- ----- Total Joint Venture Variable Rate Debt 1,715,060 665,527 7.71% ========== ========== ===== UNSECURED DEBT: Mayflower Realty Credit Facility 7/12/2002 9.15% 8,400 4,128 ---------- ---------- SUBTOTAL 2002 8,400 4,128 9.15% Merchantwired 12/31/2005 7.93% 6,609 3,305 ---------- ---------- SUBTOTAL 2005 6,609 3,305 7.93% ---------- ---------- ----- Total Unsecured Debt 15,009 7,432 8.61% ========== ========== ===== CMBS Loan - Fixed Premium (IBM) 16,113 9,282 Net Premium on NED Fixed-Rate Indebtedness 1,045 1,944 ---------- ---------- ----- TOTAL JOINT VENTURE DEBT 5,135,488 2,166,788 7.65% ---------- ---------- ----- ---------- ---------- ----- SPG'S SHARE OF TOTAL INDEBTEDNESS 13,864,070 10,738,928 7.40% ---------- ---------- ----- (1) This Principal Mutual Pool 1 loan is secured by cross-collateralized and cross-defaulted mortgages encumbering four of the Properties (Anderson, Forest Village Park, Longview, and South Park). A weighted average rate is used for these Pool 1 Properties. Includes applicable extensions available at Simon Group's option. (2) This Principal Mutual Pool 2 loan is secured by cross-collateralized and cross-defaulted mortgages encumbering seven of the Properties (Eastland, Forest Mall, Golden Ring, Hutchinson, Markland, Midland, and North Towne). A weighted average rate is used for these Pool 2 Properties. Includes applicable extensions available at Simon Group's option. (3) This Pool is secured by cross-collateralized and cross-defaulted mortgages encumbering these four Properties. (4) This Pool is secured by cross-collateralized and cross-defaulted mortgages encumbering these three Properties. (5) Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.16%. (6) Includes applicable extensions available at Simon Group's option. (7) These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen Properties. A weighted average rate is used. (8) This unsecured loan was previously secured by a mortgage of Eastgate Consumer Mall. The maturity date includes all applicable extensions available at Simon Group's option. 25 of 45
SIMON PROPERTY GROUP SUMMARY OF VARIABLE RATE DEBT AND INTEREST RATE PROTECTION AGREEMENTS AS OF DECEMBER 31, 2000 (IN THOUSANDS) - --------------------------------------------------------------- -------- --------- --------- ------------ -------- PRINCIPAL SPG SPG'S INTEREST PROPERTY MATURITY BALANCE OWNERSHIP SHARE OF RATE NAME DATE 12/31/00 % LOAN BALANCE 12/31/00 - --------------------------------------------------------------- -------- --------- --------- ------------ -------- Consolidated Indebtedness: VARIABLE RATE DEBT EFFECTIVELY FIXED TO MATURITY: Orland Square 9/1/2001 50,000 100.00% 50,000 7.742% Forum Phase I - Class A-2 5/15/2004 44,386 60.00% 26,632 6.190% Forum Phase II - Class A-2 5/15/2004 40,614 55.00% 22,338 6.190% Simon ERE Facility - Swap component 7/31/2004 28,200 100.00% 28,200 7.750% CMBS Loan - Variable Component 12/15/2004 50,000 100.00% 50,000 6.155% --------- --------- 213,200 177,169 ========= ========= OTHER HEDGED DEBT: Randall Park Mall - 1 12/11/2001 35,000 100.00% 35,000 9.746% Randall Park Mall - 2 12/11/2001 5,000 100.00% 5,000 11.646% Raleigh Springs Mall 2/23/2003 11,000 100.00% 11,000 8.296% Unsecured Revolving Credit Facility - (1.25B - capped) 8/25/2003 140,000 100.00% 140,000 7.296% --------- --------- 191,000 191,000 ========= ========= FLOATING RATE DEBT: White Oaks Mall 3/1/2001 16,500 54.92% 9,062 8.391% CPI Merger Facility - 2 (1.4B) 3/24/2001 450,000 100.00% 450,000 7.296% CPI Merger Facility - 3 (1.4B) 9/24/2001 475,000 100.00% 475,000 7.296% SPG, L.P. Unsecured Loan - 1 2/28/2002 150,000 100.00% 150,000 7.446% Highland Lakes Center 3/1/2002 14,377 100.00% 14,377 8.146% SPG, L.P. Unsecured Loan - 3 3/30/2002 22,929 100.00% 22,929 7.646% Mainland Crossing 3/31/2002 1,603 80.00% 1,282 8.146% Jefferson Valley Mall 1/11/2004 60,000 100.00% 60,000 7.896% Richmond Towne Square 7/15/2003 56,851 100.00% 56,851 7.646% Unsecured Revolving Credit Facility 8/25/2003 505,000 100.00% 505,000 7.296% Shops @ Mission Viejo 8/31/2003 141,314 100.00% 141,314 7.796% Arboretum 11/30/2003 34,000 100.00% 34,000 8.146% Bowie Mall 12/14/2003 8,657 100.00% 8,657 8.146% North East Mall 5/20/2004 135,761 100.00% 135,761 8.021% Waterford Lakes 8/15/2004 56,998 100.00% 56,998 8.046% Simon ERE Facility - Variable component 7/31/2004 4,992 100.00% 4,992 7.246% Brunswick Square 6/12/2005 45,000 100.00% 45,000 8.146% --------- --------- 2,178,982 2,171,223 ========= ========= - -------------------------------------------------- ------------- ---------------------------------- PROPERTY TERMS OF TERMS OF NAME VARIABLE RATE INTEREST RATE PROTECTION AGREEMENT - -------------------------------------------------- ------------- ---------------------------------- Consolidated Indebtedness: VARIABLE RATE DEBT EFFECTIVELY FIXED TO MATURITY: Orland Square LIBOR + 0.500% LIBOR Swapped at 7.24% through maturity. Forum Phase I - Class A-2 LIBOR + 0.300% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.19% . Forum Phase II - Class A-2 LIBOR + 0.300% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.19% . Simon ERE Facility - Swap component EURIBOR + 0.600% Through a cross-currency swap, effectively fixed at an all-in-one rate of 7.75% CMBS Loan - Variable Component LIBOR + 0.365% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.16% . OTHER HEDGED DEBT: Randall Park Mall - 1 LIBOR + 3.100% LIBOR Capped at a rate of 7.40% through maturity. Randall Park Mall - 2 LIBOR + 5.000% LIBOR Capped at a rate of 7.40% through maturity. Raleigh Springs Mall LIBOR + 1.650% LIBOR Capped at a rate of 8.35% through September 10, 2001. Unsecured Revolving Credit Facility - (1.25B - capped) LIBOR + 100.000% Subject to an 11.53% LIBOR cap on $90M and a 16.77% LIBOR cap on $50M. FLOATING RATE DEBT: White Oaks Mall LIBOR + 1.300% 90-day LIBOR set on August 31, 2000. CPI Merger Facility - 2 (1.4B) LIBOR + 0.650% CPI Merger Facility - 3 (1.4B) LIBOR + 0.650% SPG, L.P. Unsecured Loan - 1 LIBOR + 0.650% Highland Lakes Center LIBOR + 1.500% SPG, L.P. Unsecured Loan - 3 LIBOR + 0.650% Mainland Crossing LIBOR + 1.500% Jefferson Valley Mall LIBOR + 1.250% Richmond Towne Square LIBOR + 1.000% Unsecured Revolving Credit Facility LIBOR + 0.650% Shops @ Mission Viejo LIBOR + 1.150% Arboretum LIBOR + 1.500% Bowie Mall LIBOR + 1.500% North East Mall LIBOR + 1.375% Waterford Lakes LIBOR + 1.400% Simon ERE Facility - Variable component EURIBOR + 0.600% Brunswick Square LIBOR + 1.500% 26 of 45
- --------------------------------------------- -------- --------- --------- ------------ -------- PRINCIPAL SPG SPG'S INTEREST PROPERTY MATURITY BALANCE OWNERSHIP SHARE OF RATE NAME DATE 12/31/00 % LOAN BALANCE 12/31/00 - --------------------------------------------- -------- --------- --------- ------------ -------- Joint Venture Indebtedness: OTHER HEDGED DEBT: Arizona Mills 2/1/2002 145,764 26.32% 38,359 7.946% CMBS Loan - Floating Component (IBM) 5/1/2003 184,500 50.00% 92,250 7.144% CMBS Loan - Floating Component - 2 (IBM) 5/15/2006 81,400 50.00% 40,700 7.016% Circle Centre Mall - 1 1/31/2004 60,000 14.67% 8,802 7.086% Circle Centre Mall - 2 1/31/2004 7,500 14.67% 1,100 8.146% Emerald Square Mall 3/31/2005 145,000 49.14% 71,249 8.135% Mall of America 3/10/2005 312,000 27.50% 85,800 7.159% Northfield Square 4/30/2005 37,000 31.60% 11,692 9.146% --------- --------- 973,164 349,953 ========= ========= FLOATING RATE DEBT: Arundel Mills 4/30/2005 112,346 37.50% 42,130 8.296% Dadeland Mall 2/1/2003 140,000 50.00% 70,000 7.446% Liberty Tree Mall 10/1/2001 46,680 49.14% 22,937 8.146% Montreal Forum 1/31/2002 24,931 35.63% 8,882 7.500% Shops at Sunset Place, The 6/30/2002 114,218 37.50% 42,832 7.796% Mayflower Realty Credit Facility 7/12/2002 8,400 49.14% 4,128 9.146% Cape Cod Mall 4/1/2003 67,348 49.14% 33,093 8.446% Concord Mills 12/2/2003 179,883 37.50% 67,456 7.996% Orlando Premium Outlets 2/12/2004 56,490 50.00% 28,245 8.146% --------- --------- 750,296 319,702 ========= ========= - -------------------------------------------- ------------- ---------------------------------- PROPERTY TERMS OF TERMS OF NAME VARIABLE RATE INTEREST RATE PROTECTION AGREEMENT - -------------------------------------------- ------------- ---------------------------------- Joint Venture Indebtedness: OTHER HEDGED DEBT: Arizona Mills LIBOR + 1.300% LIBOR Capped at 9.50% through maturity. CMBS Loan - Floating Component (IBM) See Footnote (1) The Operating Partnership took assignment of an interest rate protection agreement (LIBOR cap of 11.67%) relating to this debt. CMBS Loan - Floating Component - 2 (IBM) See Footnote (1) LIBOR Capped at 11.83% through maturity. Circle Centre Mall - 1 LIBOR + 0.440% LIBOR Capped at 8.81% through maturity. Circle Centre Mall - 2 LIBOR + 1.500% LIBOR Capped at 7.75% through maturity. Emerald Square Mall LIBOR + 1.490% LIBOR Capped at 7.73% through maturity. Mall of America LIBOR + 0.513% LIBOR Capped at 8.7157% through March 12, 2003. Northfield Square LIBOR + 2.500% LIBOR Capped at 8.50% through maturity. FLOATING RATE DEBT: Arundel Mills LIBOR + 1.650% Dadeland Mall LIBOR + 0.800% Liberty Tree Mall LIBOR + 1.500% Montreal Forum Canadian Prime Shops at Sunset Place, The LIBOR + 1.150% Rate can be reduced based upon project performance. Mayflower Realty Credit Facility LIBOR + 2.500% Cape Cod Mall LIBOR + 1.800% Concord Mills LIBOR + 1.350% Orlando Premium Outlets LIBOR + 1.500% Rate can be reduced based upon project performance. Footnote: (1) Represents the weighted average interest rate. 27 of 45
SIMON PROPERTY GROUP NEW DEVELOPMENT ACTIVITIES AS OF DECEMBER 31, 2000 SIMON PROJECTED NON-ANCHOR GROUP'S ACTUAL/ COST SQ. FOOTAGE MALL/ OWNERSHIP PROJECTED (IN MILLIONS) LEASED/ GLA LOCATION PERCENTAGE OPENING (1) COMMITTED (2) (SQ. FT.) - ------------------------------------- -------------- -------------- -------------- --------------- ----------------------- - --------------------------- PROJECTS RECENTLY COMPLETED - --------------------------- ARUNDEL MILLS 37.5% 11/17/00 $252 93% 1,011,000 ANNE ARUNDEL, MD (total center) ANCHORS/MAJOR TENANTS: JILLIAN'S, BED BATH & BEYOND, SUN & SKI SPORTS, MUVICO, BOOKS-A-MILLION, OFF BROADWAY SHOES, FOR YOUR ENTERTAINMENT, OFF 5TH-SAKS FIFTH AVENUE TJMAXX, BURLINGTON COAT FACTORY, OLD NAVY, CHILDREN'S PLACE - ------------------------------------- -------------------------------------------------------------------------------------------- WATERFORD LAKES TOWN CENTER 100.0% 11/00 $ 84 96% 927,000 ORLANDO, FL (Phase I & II) (Phase I & II) ANCHORS/MAJOR TENANTS: PHASE I OPENED 11/99 - 571,000 SQ. FT. - ANCHOR TENANTS: SUPER TARGET, TJMAXX, ROSS DRESS FOR LESS, BED BATH & BEYOND, BARNES & NOBLE, OLD NAVY, REGAL 20-PLEX THEATRE, ZANY BRAINY AND DRESS BARN. PHASE II OPENED 11/00 - 356,000 SQ. FT. - ANCHOR TENANTS: OFFICEMAX, PETSMART AND BEST BUY - ------------------------------------- -------------------------------------------------------------------------------------------- - --------------------------- PROJECTS UNDER CONSTRUCTION - --------------------------- BOWIE TOWN CENTER 100.0% 10/01 $ 66 87% 667,000 ANNAPOLIS, MD ANCHORS/MAJOR TENANTS: HECHT'S, SEARS, OLD NAVY, BARNES & NOBLE, BED BATH & BEYOND, SAFEWAY (1) Includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legal and other fees, marketing costs, cost of capital, and other related costs. (2) Community Center leased/committed percentage includes owned anchor GLA. 28 of 45
SIMON PROPERTY GROUP SIGNIFICANT RENOVATION/EXPANSION ACTIVITIES AS OF DECEMBER 31, 2000 SIMON PROJECTED GLA NEW OR GROUP'S ACTUAL/ COST BEFORE INCREMENTAL MALL/ OWNERSHIP PROJECTED (IN MILLIONS) RENOV/EXPAN GLA LOCATION PERCENTAGE OPENING (1) (SQ. FT.) (SQ. FT.) - ------------------------------------- -------------- -------------- -------------- --------------- ----------------------- - --------------------------- PROJECTS RECENTLY COMPLETED - --------------------------- LAPLAZA MALL 100% 11/99, 3/00 $ 35 988,000 215,000 MCALLEN, TX & 11/00 PROJECT DESCRIPTION: MALL RENOVATION (OPENED 11/99); NEW DILLARD'S (OPENED 3/00); JCPENNEY EXPANSION, NEW SMALL SHOPS RETROFITTED FROM THE EXISTING DILLARD'S STORE, AND NEW FOLEY'S HOME STORE (OPENED 11/00) - ------------------------------------- -------------------------------------------------------------------------------------------- PALM BEACH MALL 100% 2/00 $ 33 1,205,000 61,000 WEST PALM BEACH, FL & 10/00 PROJECT DESCRIPTION: JCPENNEY REMODEL (OPENED 11/99); MALL RENOVATION AND NEW DILLARD'S (OPENED 2/00); NEW BORDERS (OPENED 4/00), OLD NAVY, MARS MUSIC STORE, DESIGNER SHOE WAREHOUSE AND BURDINES REMODEL (OPENED 10/00) - ------------------------------------- -------------------------------------------------------------------------------------------- THE SHOPS AT MISSION VIEJO 100% 9/99 $146 817,000 427,000 MISSION VIEJO, CA & 12/00 PROJECT DESCRIPTION: NEW NORDSTROM, SMALL SHOP EXPANSION AND RENOVATION, NEW PARKING STRUCTURE; NEW SAKS FIFTH AVENUE (OPENED 9/99); ROBINSON-MAY EXPANSION AND REMODEL, FOOD COURT ADDITION (OPENED 10/00); OLD NAVY, PF CHANG'S AND CALIFORNIA CAFE (OPENED 12/00); MACY'S EXPANSION AND REMODEL (TO OPEN FALL 2001) - ------------------------------------- -------------------------------------------------------------------------------------------- TOWN CENTER AT BOCA RATON 100% 10/99 $ 67 1,327,000 228,000 BOCA RATON, FL & 11/00 PROJECT DESCRIPTION: NEW, EXPANDED AND RELOCATED SAKS FIFTH AVENUE AND NEW PARKING STRUCTURE (OPENED 10/99); BLOOMINGDALE'S EXPANSION (OPENED 11/99); NEW NORDSTROM, LORD & TAYLOR EXPANSION, MALL EXPANSION AND RENOVATION, FOOD COURT RENOVATION AND NEW PARKING STRUCTURE (OPENED 11/00) (1) Includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legal and other fees, marketing costs, cost of capital, and other related costs. 29 of 45
SIMON PROPERTY GROUP CAPITAL EXPENDITURES FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000 (In millions) JOINT VENTURE PROPERTIES ------------------------ SIMON CONSOLIDATED GROUP'S PROPERTIES TOTAL SHARE ---------- ----- ----- New Developments $ 58.2 $327.8 $121.4 Renovations and Expansions 193.5 19.0 8.1 Tenant Allowances 64.9 26.0 9.8 Operational Capital Expenditures at Properties 40.1 8.9 4.1 Other 9.3 10.5 4.5 ------ ------ ------ Totals $366.0 $392.2 $147.9 ====== ====== ====== 30 of 45
Exhibit 99.2 [SIMON PROPERTY GROUP LOGO] CONTACTS: Shelly Doran 317.685.7330 Investors Billie Scott 317.263.7148 Media FOR IMMEDIATE RELEASE SIMON PROPERTY GROUP ANNOUNCES FOURTH QUARTER AND ANNUAL RESULTS Indianapolis, Indiana - February 8, 2001...Simon Property Group, Inc. (the "Company") (NYSE:SPG) today announced results for the quarter and year ended December 31, 2000. Diluted funds from operations for the quarter increased 14%, to $1.03 per share in 2000 from $0.90 per share in 1999. Total revenue for the quarter increased 8%, to $561.3 million as compared to $521.4 million in 1999. Diluted funds from operations for the year increased 10%, to $3.28 per share in 2000 from $2.98 per share in 1999. Total revenue for the year increased 7%, to $2,020.8 million as compared to $1,892.7 million in 1999. Effective January 1, 2000, the Company made two reporting changes that have impacted the comparability of financial results: - - The Company adopted Staff Accounting Bulletin No. 101 ("SAB 101"), which addresses certain revenue recognition policies, including the accounting for overage rent earned by a landlord. SAB 101 requires overage rent to be recognized as revenue only when each tenant's sales exceed their sales threshold. SAB 101 impacts the timing in which overage rent is recognized throughout the year, but does not materially impact the total overage rent recognized for the full year. If 1999 financial results were restated to reflect adoption of SAB 101, diluted funds from operations for the fourth quarter would be increased by $0.05 per share, while diluted funds from operations for the year would be unchanged. - - The Company adopted NAREIT's FFO definition clarification, which requires the inclusion in FFO of the effects of non-recurring items not classified as extraordinary under generally accepted accounting principles or resulting from sales of depreciable real estate. As a result, SPG restated FFO for the year ended December 31, 1999 to include a $12 million charge related to litigation recorded in the third quarter of 1999 and a $7.3 million write-down of land held for disposition recorded in the fourth quarter of 1999, reducing diluted funds from operations for the fourth quarter by $0.03 per share and for the year by $0.08 per share. 31 of 45
PAGE TWO Occupancy for mall and freestanding stores in the regional malls at December 31, 2000 increased 120 basis points to 91.8%, as compared to 90.6% at December 31, 1999. Comparable retail sales per square foot increased 2%, to $384 while total retail sales per square foot increased 3% to $377. Average base rents for mall and freestanding stores in the regional mall portfolio were $28.31 per square foot at December 31, 2000, an increase of $0.98, or 4%, from December 31, 1999. The average initial base rent for new mall store leases signed during the fourth quarter was $37.57, an increase of $10.78, or 40% over the tenants who closed or whose leases expired. The average initial base rent for new mall store leases signed during the year was $35.13, an increase of $5.89, or 20% over the tenants who closed or whose leases expired. "We are pleased to have achieved another quarter and year of increased profitability," said David Simon, chief executive officer. "The holiday season sales results were lackluster, however, our portfolio demonstrated continued growth in sales, occupancy and base rents. Through our acquisition and redevelopment efforts, we have created a portfolio dominated by high-quality, highly-productive assets that retailers want to be located in and where shoppers want to shop. Our market-dominant portfolio, coupled with the relative health of our core in-line retailers, should propel the Company to future growth." DISPOSITION ACTIVITIES The Company continued its efforts to dispose of non-core assets. During the fourth quarter of 2000, the Company sold its interest in one small specialty center for approximately $13 million. Gross proceeds from asset dispositions during 2000 approximated $216 million. Proceeds from asset sales were primarily utilized to repay indebtedness. FINANCING ACTIVITIES On January 18, 2001, the Company's operating partnership, Simon Property Group, L.P., announced the completion of the sale of $500 million of senior unsecured notes. Issued in two tranches, $300 million mature in 2006 and $200 million mature in 2011. The weighted average interest rate of the issuance was 7.62%. "This offering, which was upsized due to strong investor demand and was still significantly oversubscribed, is a testament to the Company's reputation in the marketplace," said Stephen Sterrett, chief financial officer. "We are pleased to have been able to take advantage of favorable market conditions and address a large portion of our 2001 maturities." 32 of 45
PAGE THREE NEW DEVELOPMENT ACTIVITIES The Company completed two projects during the fourth quarter of 2000: - - Arundel Mills is a 1.3 million square foot value-oriented super-regional mall in Anne Arundel County, Maryland, in the middle of the highly trafficked Baltimore/Washington, D.C. corridor. This project, which opened on November 17th, is the fifth Simon joint venture with The Mills Corporation. Anchors/major tenants: Jillian's, Bed Bath & Beyond, Sun & Ski Sports, Muvico, Books-A-Million, Off Broadway Shoes, For Your Entertainment, OFF 5TH-Saks Fifth Avenue, TJMaxx, Burlington Coat Factory, Children's Place and Old Navy. Simon's ownership percentage: 37.5%. - - Waterford Lakes Town Center in Orlando, Florida, is a 927,000 square foot power center. The 571,000 square foot first phase of the project opened in November 1999. The first phase includes anchors: Super Target, TJMaxx, Ross Dress for Less, Bed Bath & Beyond, Barnes & Noble, Old Navy, Regal 20-Plex Theatre and Dress Barn. The second phase had a staggered opening throughout the fourth quarter and comprises 356,000 square feet. Anchors include OfficeMax, PetsMart and Best Buy. Simon's ownership percentage: 100%. Construction continues on one additional new development that is scheduled to open in 2001: - - Bowie Town Center in Annapolis, Maryland, is a 560,000 square foot open-air regional shopping center with main street architecture and a 107,000 square foot grocery retail component scheduled to open October 2001. Anchors/major tenants: Hecht's, Sears, Old Navy, Barnes & Noble, Bed Bath & Beyond and Safeway. Simon's ownership percentage: 100%. On October 30th, Rich's opened at Mall of Georgia in Buford (Atlanta), Georgia, bringing the number of department store anchors to five. Existing anchors at Mall of Georgia, which opened in August of 1999, are Nordstrom, Lord & Taylor, Dillard's and JCPenney. REDEVELOPMENT ACTIVITIES The Company continues to focus on revenue enhancement opportunities through the redevelopment of market-dominant assets. During the fourth quarter, the Company completed significant redevelopments at the following wholly-owned properties: - - LaPlaza Mall in McAllen, Texas - Mall renovation, expansion of JCPenney, small shop expansion and addition of Foley's Home Store opened in November. Addition of Dillard's opened in March 2000. 33 of 45
PAGE FOUR - - The Shops at Mission Viejo in Mission Viejo, California - Addition of Old Navy, PF Chang's and California Cafe opened in December. New Nordstrom and Saks Fifth Avenue, small shop expansion and renovation, new parking structure opened in 1999. Robinsons-May expansion and remodel and food court addition opened October 2000. Macy's expansion is scheduled to open fall 2001. - - Palm Beach Mall in West Palm Beach, Florida - Mall renovation, addition of Old Navy, Designer Shoe Warehouse and Mars Music Store opened in October. Addition of Dillard's and Borders opened in February and April 2000, respectively. - - Town Center at Boca Raton in Boca Raton, Florida - Addition of Nordstrom, Lord & Taylor expansion, mall expansion and renovation, and new parking structure opened in November. New, expanded and relocated Saks Fifth Avenue, new parking structure and expansion of Bloomingdale's opened during the fourth quarter of 1999. - - Ross Park Mall in Pittsburgh, Pennsylvania - Mall renovation and tenant remerchandising opened in November. In 2000, the Company invested approximately $200 million in the redevelopment of assets, consistent with its strategy to invest in its core portfolio of market dominant assets. These assets generate sales in excess of $400 per square foot and are over 95% occupied. NEW BUSINESS INITIATIVES In November, the Company announced the early renewal of its marketing and vending alliance with Pepsi-Cola Company. As part of this renewal, Pepsi will remain Simon's preferred soft drink provider for the next two years. Terms of the agreement include Simon and Pepsi partnering in the development of exclusive integrated marketing programs on a national, regional and local basis. Each program will channel Pepsi's key programs and brand messages through Simon's multiple marketing platforms - live events, sampling, promotions and on-mall advertising - to reach targeted consumer audiences on the local level. DIVIDENDS On February 6th, the Company declared a common stock dividend of $0.5050 per share. This dividend will be paid on February 28, 2001 to shareholders of record on February 16, 2001. The Company also declared dividends on its three public issues of preferred stock, all payable on April 2, 2001 to shareholders of record on March 16, 2001: - - Simon Property Group, Inc. 6.50% Series B Convertible Preferred Stock (NYSE:SPGPrB) - $1.625 per share 34 of 45
PAGE FIVE - - SPG Properties, Inc. 8.75% Series B Cumulative Redeemable Preferred Stock (NYSE:SGVPrB) - $0.546875 per share - - SPG Properties, Inc. 7.89% Series C Cumulative Preferred Stock - $0.98625 per share. Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a self-administered and self-managed real estate investment trust which, through its subsidiary partnerships, is engaged in the ownership, development, management, leasing, acquisition and expansion of income-producing properties, primarily regional malls and community shopping centers. It currently owns or has an interest in 251 properties containing an aggregate of 186 million square feet of gross leasable area in 36 states and five assets in Europe. Together with its affiliated management company, Simon owns or manages approximately 191 million square feet of gross leasable area in retail and mixed-use properties. Shares of Simon Property Group, Inc. are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. Additional Simon Property Group information is available at WWW.SHOPSIMON.COM. SUPPLEMENTAL MATERIALS The Company's December 31, 2000 Form 10-K and supplemental information package (on Form 8-K) may be requested in e-mail or hard copy formats by contacting Shelly Doran - Director of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207 or via e-mail at sdoran@simon.com. CONFERENCE CALL The Company will provide an online simulcast of its fourth quarter conference call at WWW.SHOPSIMON.COM and WWW.STREETEVENTS.COM. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 3:00 p.m. Eastern Standard Time today, February 8, 2001. An online replay will be available for approximately 90 days at WWW.SHOPSIMON.COM. STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL MAY BE DEEMED FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THE EXPECTATIONS REFLECTED IN ANY FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, IT CAN GIVE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ATTAINED AND IT IS POSSIBLE THAT OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE INDICATED BY THESE FORWARD-LOOKING STATEMENTS DUE TO A VARIETY OF RISKS AND UNCERTAINTIES. THE READER IS DIRECTED TO THE COMPANY'S VARIOUS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING QUARTERLY REPORTS ON FORM 10-Q, REPORTS ON FORM 8-K AND ANNUAL REPORTS ON FORM 10-K FOR A DISCUSSION OF SUCH RISKS AND UNCERTAINTIES. 35 of 45
- -------------------------------------------------------------------------------- SIMON Combined Financial Highlights(A) (In thousands, except as noted) - -------------------------------------------------------------------------------- THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2000 1999 2000 1999 -------- -------- ---------- ---------- REVENUE: Minimum rent $337,347 $315,496 $1,227,782 $1,146,659 Overage rent 27,982 20,643 56,438 60,976 Tenant reimbursements 158,445 150,425 602,829 583,777 Other income 37,541 34,869 133,702 101,291 -------- -------- ---------- ---------- Total revenue 561,315 521,433 2,020,751 1,892,703 EXPENSES: Property operating 85,328 78,020 320,548 294,699 Depreciation and amortization 115,454 109,249 420,065 382,176 Real estate taxes 44,007 48,433 191,190 187,627 Repairs and maintenance 22,228 18,507 73,918 70,760 Advertising and promotion 23,069 20,408 65,797 65,843 Provision for credit losses 1,973 1,704 9,644 8,541 Other 11,547 9,190 39,021 28,812 -------- -------- ---------- ---------- Total operating expenses 303,606 285,511 1,120,183 1,038,458 Operating Income 257,709 235,922 900,568 854,245 Interest Expense 161,144 151,722 635,678 579,593 -------- -------- ---------- ---------- Income before Minority Interest 96,565 84,200 264,890 274,652 Minority Interest (3,271) (2,980) (10,370) (10,719) Gain (Loss) on Sales of Real Estate, net(B) 323 2,246 9,132 (7,062) Income Tax Benefit of SRC -- -- -- 3,374 Income before Unconsolidated Entities 93,617 83,466 263,652 260,245 Income from Unconsolidated Entities 29,320 10,783 83,767 55,855 -------- -------- ---------- ---------- Income before Extraordinary Items and Cumulative Effect of Accounting Change 122,937 94,249 347,419 316,100 Unusual Item(C) -- -- -- (12,000) Extraordinary Items - Debt Related Transactions (209) (4,478) (649) (6,705) Cumulative Effect of Accounting Change(D) -- -- (12,342) -- -------- -------- ---------- ---------- Income before Allocation to Limited Partners 122,728 89,771 334,428 297,395 Less: Limited Partners' Interest in the Operating Partnerships (28,144) (19,503) (70,490) (60,758) Less: Preferred Distributions of the SPG Operating Partnership (2,817) (2,305) (11,267) (2,917) Less: Preferred Dividends of Subsidiary (7,334) (7,334) (29,335) (29,335) -------- -------- ---------- ---------- Net Income 84,433 60,629 223,336 204,385 Preferred Dividends (9,185) (9,166) (36,808) (37,071) -------- -------- ---------- ---------- Net Income Available to Common Shareholders $ 75,248 $ 51,463 $ 186,528 $ 167,314 ======== ======== ========== ========== 36 of 45
- -------------------------------------------------------------------------------- SIMON Combined Financial Highlights- Continued(A) (In thousands, except as noted) - -------------------------------------------------------------------------------- THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2000 1999 2000 1999 ----- ------ ------ ------ PER SHARE DATA: Basic Income per Paired Share: Before Extraordinary Items $0.44 $ 0.32 $ 1.13 $ 1.00 Extraordinary Items -- (0.02) -- (0.03) Cumulative Effect of Accounting Change -- -- (0.05) -- ----- ------ ------ ------ Net Income Available to Common Shareholders $0.44 $ 0.30 $ 1.08 $ 0.97 ===== ====== ====== ====== Diluted Income per Paired Share: Before Extraordinary Items $0.44 $ 0.32 $ 1.13 $ 1.00 Extraordinary Items -- (0.02) -- (0.03) Cumulative Effect of Accounting Change -- -- (0.05) -- ----- ------ ------ ------ Net Income Available to Common Shareholders $0.44 $ 0.30 $ 1.08 $ 0.97 ===== ====== ====== ====== SELECTED BALANCE SHEET INFORMATION DECEMBER 31, DECEMBER 31, 2000 1999 ----------- ----------- Cash and Cash Equivalents $ 223,111 $ 157,632 Investment Properties, net $11,564,414 $11,703,171 Mortgages and Other Indebtedness $ 8,728,582 $ 8,768,951 SELECTED REGIONAL MALL OPERATING STATISTICS DECEMBER 31, 2000 1999 -------- -------- Occupancy(E) 91.8% 90.6% Average Rent per Square Foot(E) $ 28.31 $ 27.33 Total Sales Volume (in millions)(F) $16,561 $15,542 Comparable Sales per Square Foot(F) $ 384 $ 377 Total Sales per Square Foot(F) $ 377 $ 367 37 of 45
- -------------------------------------------------------------------------------- SIMON COMBINED FINANCIAL HIGHLIGHTS- CONTINUED(A) (In thousands, except as noted) - -------------------------------------------------------------------------------- RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS ("FFO") THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2000 1999 2000 1999 -------- -------- -------- -------- Income Before Extraordinary Items and Cumulative Effect of Accounting Change $122,937 $ 94,249 $347,419 $316,100 Plus: Real estate depreciation and amortization from combined consolidated properties 115,929 109,002 418,670 381,265 Plus: Simon's share of real estate depreciation and amortization, extraordinary items and other items from unconsolidated affiliates 32,310 38,056 119,562 97,247 Less: Unusual Item(C) -- -- -- (12,000) Less: (Gain) loss on sale of real estate, net(B) (323) (2,246) (9,132) 7,062 Less: Minority interest portion of real estate depreciation and amortization (1,505) (1,562) (5,951) (5,128) Less: Preferred distributions (including those of subsidiary) (19,336) (18,805) (77,410) (69,323) -------- -------- -------- -------- FFO of the Simon Portfolio $250,012 $218,694 $793,158 $715,223 ======== ======== ======== ======== =================================================================================================================== FFO of the Simon Portfolio $250,012 $218,694 $793,158 $715,223 BASIC FFO PER PAIRED SHARE: Basic FFO Allocable to the Company $181,629 $158,737 $575,655 $520,346 Basic Weighted Average Paired Shares Outstanding 171,934 173,167 172,895 172,089 Basic FFO per Paired Share $ 1.06 $ 0.92 $ 3.33 $ 3.02 DILUTED FFO PER PAIRED SHARE: Diluted FFO Allocable to the Company $192,034 $168,687 $614,034 $559,752 Diluted Weighted Average Number of Equivalent 186,468 187,735 187,469 187,732 Paired Shares Diluted FFO per Paired Share $ 1.03 $ 0.90 $ 3.28 $ 2.98 =================================================================================================================== (A) Represents combined condensed financial statements of Simon Property Group, Inc. and its paired share affiliate, SPG Realty Consultants, Inc. ("SRC"). (B) Net of asset write downs of $10.57 million for the twelve months ended December 31, 2000. (C) Relates to litigation filed by former employees/shareholders of DeBartolo Realty Corporation (purchased by SPG in 1996) regarding stock incentive plan shares. Judgment was rendered in favor of SPG in district court, but reversed by appellate court on August 18, 1999. (D) Due to the adoption of SAB 101 on January 1, 2000, which requires overage rent to be recognized as revenue only when each tenant's sales exceed their sales threshold. Previously, the Company recognized overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount. (E) Includes mall and freestanding stores. (F) Based on the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, which includes only mall and freestanding stores. 38 of 45
Exhibit 99.3 SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 17, 2000 FORWARD LOOKING STATEMENT Welcome to the Simon Property Group fourth quarter and year-end earnings conference call. Please be aware that statements made during this call that are not historical may be deemed forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward looking statements due to a variety of risks and uncertainties. We direct you to the Company's various filings with the Securities and Exchange Commission including Form 10-K and Form 10-Q for a detailed discussion of risks and uncertainties. The Company's quarterly supplemental information package will be filed as a Form 8-K next week. This filing will also be available via mail or e-mail. If you would like to receive the supplemental information via e-mail, please notify me, Shelly Doran, at SDORAN@SIMON.COM. Participating in today's call will be David Simon (chief executive officer), Rick Sokolov (president and chief operating officer) and Steve Sterrett (chief financial officer). Mike McCarty, our Senior VP of Research and Corporate Communications will also be available during the Q&A session. David will now begin the call. INTRODUCTION Let me make just a couple of opening comments before we get into the detail. 1. We had a good quarter, meeting the Street's consensus expectation of $1.03 per share of FFO. 2. Despite the economic slowdown and flat holiday season, our portfolio demonstrated strong performance, with continued growth in rents, sales and occupancy. 3. Our balance sheet and access to capital are unmatched in our sector, as evidenced by our $500 million issuance of unsecured debt, completed in January of 2001. 4. Given the current economic climate, we feel good about our decision to reduce development spending. 5. And, we are upbeat about the future of our business. The Wards liquidation and JCPenney store closings represent a long-term value-creation opportunity for us, and our in-line retailers are in generally good shape. Steve will now discuss financial and operational results. FINANCIAL AND OPERATIONAL RESULTS We increased FFO per share in the fourth quarter by 14%, to $1.03, versus ninety cents in 1999. There are two items, however, which impact comparability. As discussed in previous calls, in January of this year we adopted, as required, the SEC's Staff Accounting Bulletin 101, which addresses certain revenue recognition policies, including the accounting for overage rent. Without repeating all of the details, our recognition of percentage rent is now more back-end weighted in a calendar year. Had we adopted SAB 101 in 1999, our fourth quarter FFO would have been reduced by five cents per share. The impact on annual results for 1999 was negligible. Comparability of results is also complicated as a result of unusual, non-recurring charges recognized in 1999. In the third quarter we reserved $12 million related to litigation filed by former employees of DeBartolo Realty Corporation. In the fourth quarter, we recorded a $7.3 million write-down of land held for disposition. At the time, these types of items did not impact FFO. Under NAREIT's FFO clarification, which went into effect in January of this year, these charges are now to be reflected in FFO, thereby reducing 1999 FFO by three cents per share for the quarter and eight cents for the year. 39 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 To provide you with an "apples-to-apples" look at our results, we have calculated the impact assuming 1999 adoption of SAB 101 as well as reversing the impact of the unusual, non-recurring charges. For the twelve months, 1999 FFO would increase by eight cents per share. Therefore, FFO for the year 2000, on a comparable, per share basis, increased 7.2%, from $3.06 per share to $3.28 per share. Highlights of our fourth quarter operating results are as follows: - - Occupancy increased 120 basis points from December 31, 1999 to 91.8% at December 31, 2000. Occupancy has improved due to: 1. The continued demand for mall space--and we have not seen any significant retrenching in the 01 or 02 expansion plans from our retailers. In 2000, we leased 8.1 million square feet. Of this number, 5.9 million square feet was new tenant leasing activity and 2.2 million was renewal activity. 2. Increased quality of the assets in our portfolio due to acquisitions and redevelopment, owning more of the malls where tenants "just have to be." 3. A more efficient lease execution process, through which we are opening tenants quicker. 4. A proactive approach with regard to anticipating tenant fallout in our centers, which minimizes downtime. - - Comparable sales per square foot, i.e. sales of tenants who have been in place for at least 24 months, increased 2% to $384. Comp sales per square foot for the holiday season were essentially flat. - - Total sales per square foot increased 3% to $377 per square foot. - - Average base rent increased 4% to $28.31. - - The average initial base rent for stores opened during the fourth quarter was $37.57 per square foot, versus average rents of $26.79 for those tenants who closed or whose leases expired, for a spread of $10.78, or 40%. The average initial base rent for new mall store leases signed for the year was $35.13, an increase of $5.89, or 20%, over the tenants who closed or whose leases expired. This annual number is in line with our historical spread. - - Same property NOI growth was 5%, driven by occupancy gains, rent increases and our SBV initiatives. We'd like to take a few minutes now to comment on the overall retail climate. Growth in retail sales began to decelerate in the second quarter of 2000. According to one study, retail sales growth in the fourth quarter was one-third the pace of the first quarter. What drove this deceleration? Economists point to four major factors: slower job growth, lower wage and salary income gains, a reversal of the "wealth effect," and rising energy costs taking a larger proportion of discretionary income. With these pressures, consumer confidence began to wane and along with it, retail sales growth slowed. December was a particularly challenging month for all retailers as evidenced by the lackluster results released for the holiday season. SPG's experience was similar to that of the industry. What does this mean for SPG? With regard to the in-line tenants from whom SPG earns most of its revenue, the news is positive. The tenants are generally financially healthy, and have shown no meaningful pullback in 2001 planned openings. We would expect, even in a relatively flat sales environment, to continue to grow occupancy and rents. History shows us that even in a tough retail environment, we can produce positive operating results. Witness 1995 and 1996, when retail store closings nationally were more than double the level of 2000. SPG still grew occupancy, base rent, and tenants sales in meaningful ways. Throughout its 40+ year history, the Simon portfolio has demonstrated resilience to fluctuations in the business cycle, as evidenced by the: - - Asset quality which translates into superior sales productivity and consistent operational growth; - - Scope and depth of the Simon organization's tenant relationships and the magnitude of high quality, national tenants throughout the portfolio; and - - Simon organization's demonstrated ability to successfully retenant anchor and in-line stores. 40 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 These attributes all combine to make Simon the leader in the retail real estate industry. Rick will address the department store situation specifically in a few minutes. LIQUIDITY AND CAPITAL ACTIVITIES In January, we closed on the issuance of $500 million in unsecured debt. This transaction was increased from its original size of $300 million due to strong investor demand. Proceeds were used to pay off the $450 million tranche and to partially pay down (by $40 million) the $475 million tranche of the facility obtained by SPG to complete the acquisition of Corporate Property Investors. The January issue included two tranches of senior unsecured notes: $300 million of 7 3/8% due 2006; and $200 million of 7 3/4% due 2011. All securities in this offering are rated Baa1 by Moody's and BBB by Standard & Poor's. We are the only company in our sector that could complete an offering of this size at this time. In 2001, we have approximately $800 million of remaining debt maturing. Of this $800 million, $435 million due in September is the third and final tranche of unsecured debt related to the CPI acquisition. The remaining amounts are mortgages on 10 assets that have aggregate coverage levels of approximately 2.5 times. We already have lender commitments to refinance a portion of this debt. We continue to maintain our financial flexibility and strong liquidity with over $600 million available on our corporate credit facility and over $800 million of EBITDA expected to be generated in the year 2001 from properties that are unencumbered. Our interest coverage ratio remains steady at 2.3 times. DISPOSITIONS In 1999, we accelerated our efforts to dispose of non-core assets and made organizational changes to improve performance in this area. We continued our efforts to dispose of non-core assets in 2000, even though market conditions for the sale of non-dominant regional malls were challenging. The only regional mall sale in 2000 was Lakeland Square, where our partner triggered a buy-sell provision and we sold. More progress was made in selling non-regional mall assets in 2000. We sold the Lenox office building in Atlanta, one specialty center, 4 community centers, and our investment in Chelsea Property Group. In total, $216.7 million of assets were sold in 2000. If we are successful in completing the sale of our office assets in 2001, asset sales could exceed the 2000 levels. Potential sales of non-dominant regional malls should be aided by lowering interest rates. Proceeds to date from Simon's disposition of non-core assets in 1999 and 2000 total $283 million - $218 million was used to pay down debt with the remaining balance of $65 million utilized to repurchase SPG common stock and units. Rick will now discuss the department store activity. DEPARTMENT STORES I just wanted to spend a couple of minutes on our approach to the department store activity that is currently taking place in our portfolio. As we have said before, department store vacancies at good malls provide a significant opportunity. Happily, the vast majority of the activity we are dealing with now impacts malls that are very solid and productive. With respect to Montgomery Ward, we have been working proactively, anticipating this liquidation for several years. We have 28 remaining Montgomery Ward stores. Montgomery Ward owns 17 and 11 are leased. The lease rates are, for the most part, low, and thus the FFO impact minimal. We are far down the road in working with replacements for Montgomery Ward. Tenant interest has been strong. The Ward stores were not significantly contributing to any of the centers' market share, and for the most part, the 41 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 stores are very well-located in the context of our center plans. History is a good teacher with respect to Wards. Over the last 5 years, Montgomery Ward has closed 11 stores in our portfolio. Of the ten locations that we control, nine have since been retenanted with more productive tenants including Sears, Nordstrom, Saks, Dillard's, Burlington Coat, Target and Von Maur. Replacing Ward with these more productive tenants has benefited these properties. This portfolio has reported average sales growth of over 6% for the last three years and average occupancy increases of 500 basis points during the same period. In January of 2001, JCPenney announced their store-closing program for this year. Five of the department stores on that list are in our portfolio. We own 3 and Penney's owns 2 locations. The situation with Penney is substantially the same as that of Ward. The closings are, for the most part, in productive centers. The FFO impact is minimal for 2001. We expect to replace these Penney stores with more productive retailers, just like our experience with Ward's. Today, Federated announced that it was doing away with its Stern's division. We have four Stern's in our portfolio. Two of those Stern's locations, Bergen Mall and Ocean County, are being converted to Macy's. This will undoubtedly increase their productivity. Federated has operating covenants at both centers and will continue to operate them. The other two Stern's locations in our portfolio are at Roosevelt Field and Smith Haven Mall. Both of these centers are among the most productive centers in our portfolio and this represents a significant opportunity to substantially increase the market share of these already dominant properties by bringing in users that will have substantially larger volumes than Stern's was experiencing. We are in active discussions with Federated to redeploy these spaces. Another area of focus is our theater exposure. We have met individually with each of our major chain operators and we are actively monitoring the performance of our theaters on a weekly basis on how they compare with all theaters nationally and among theaters within the particular chain and local market. I do want to point out that we have been very successful in converting non-stadium-seating theaters to other uses. It costs approximately $15.00 per foot to bring theater space up to grade. Most of these locations have exterior entrances and dedicated parking fields so that they are very appropriate for big box users, and we have been able to historically generate acceptable returns on our incremental capital in converting these locations. DEVELOPMENT ACTIVITIES As we have been communicating to you, we have adopted a more disciplined approached with regards to development activity and believe we made the right call in reducing our development and redevelopment spending. In the latter part of 2000, we opened Arundel Mills and the second phase of Waterford Lakes Town Center. We also completed major redevelopments at LaPlaza Mall, North East Mall, Palm Beach Mall, The Shops at Mission Viejo and Town Center at Boca Raton. In light of the weakening economy and current retail environment, we are pleased to have only one new development project opening in 2001--Bowie Towne Center in Annapolis, Maryland. Bowie Towne Center is a 667,000 square foot open-air regional mall with a main street architectural design. The mall space comprises 560,000 square foot and will be anchored by Hecht's and Sears and will also feature Old Navy, Barnes & Noble and Bed Bath & Beyond. An adjacent 107,000 square foot neighborhood component consisting of grocery retail will be anchored by Safeway. The project is currently 87% leased and committed. With the majority of our significant redevelopment activity behind us, we are beginning to reap the benefits of this invested capital. In addition, our discretionary cash flow (cash flow after dividends and cap ex) will significantly 42 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 increase in 2001 due to this reduction in our redevelopment spending. Our share of development spending in 2001 is anticipated to approximate $200 million for both new and redevelopment projects. In 2001, we look forward to renovating five properties, completing the last phase of Waterford Lakes Town Center in Orlando, and opening both Nordstrom and Foley's at our renovated and expanded North East Mall in Hurst, Texas. Our typical, detailed disclosure for new development and redevelopment activities is provided in our 8-K, which will be filed next week. David will now discuss our SBV and SBN initiatives. SBV AND SBN INITIATIVES We have now been working on our B2B and B2C initiatives for 3 or 4 years. In 2000, we made $62 million. This represents growth of 37.8% over our 1999 results of $45 million. On the business-to-consumer side, SBV re-signed Pepsi as a key sponsor for an additional two years. Pepsi was one of SBV's original sponsors back in January 1998. We believe Pepsi's renewal is a testament to the strength of the SPG portfolio as a marketing medium. As of December 31st, JCDecaux fixtures were installed in 39 SPG malls. This number should grow to over 50 malls by the end of 2001. We saw positive contribution from this program in 2000, but look forward to a full year of the program activity and cash flow in 2001. We are excited about this program and the revenue it will add to the bottom line. During 2000, we sold over $200 million in Simon gift certificates, redeemable at any tenant in any Simon mall across the country. $500,000 of these certificates were sold on-line at shopsimon.com. As a reminder to all of you, Valentine's Day is next week! On an ongoing basis, we review what's working and what's not. In November 2000, after the completion of several months of consumer and retail research conducted by McKinsey & Co.,we decided to discontinue MALLPeRKs, our shopper loyalty program. This decision was based on several factors. We had taken this program as far as we could, and due to its technological limitations, we could not increase memberships at the rate we wanted. It was also cumbersome for our shoppers, as we did not have point of sale capability. We do not view this as a setback. We are looking to create a successful new shopping affinity program that will add even greater value to our customer's shopping experience. McKinsey's research supports this view. In order to focus on marketplace efficiencies, we formed Simon Business Network, SPG's business-to-business side. SBN is in the process of developing a broader real estate e-commerce marketplace. The primary areas of focus are MRO Procurement, Facility Services, Energy Management, Maintenance Services, and Security Services, just to name a few. In May, we announced our strategic collaboration with leading real estate companies from a broad range of property sectors to form a real estate technology company, Constellation Real Technologies. Constellation has invested $25 million in FacilityPro.com, with SPG's share of this investment at $2.5 million. One other point regarding our B2B programs. As you recall, in 1999 we completed a major agreement with Enron, where we created a joint venture with Enron to manage our portfolio's ongoing energy business and to lock-in our energy costs at attractive rates. Given the volatility in the energy markets lately, and the energy situation in California, we're very pleased to be partnered with one of the largest procurers of energy in the world, as well as one of the country's most innovative and respected organizations. 43 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 TECHNOLOGY INITIATIVES We are very pleased with the progress of MerchantWired. Response from the retail community continues to be positive: - - MerchantWired has 12 retailers running production environment on the network. - - Retailers representing over 7,000 stores have selected MerchantWired for networking and managed network services. These retailers have either signed contracts or are in the final T&C's on contracts. - - American Eagle deployed in 2000 and Finishline began deployment in 2000. - - Other retailers with signed contracts include: The Buckle, Trans World Entertainment and Gadzooks. - - Retailers have successfully used voice/ip high speed credit authorization and store polling. - - MerchantWired is continuing active discussions with approximately 20 other retailers. Retailers and technology companies recognize the benefit of MerchantWired. Retailers are currently testing: - - Enhanced POS systems - - Inventory Management Systems - - Real time data - - Multimedia web cams - - Security/Shrinkage applications - - Enhanced credit card authorization - - Wireless integration Over 300 malls have been wired to date and are fully operational with an additional 50 properties contracted. Active negotiations continue with a variety of other property owners. MerchantWired is also evolving to provide integrated technology solutions. Examples include: credit card authorization; infrastructure hosting; professional services; wireless; and other applications. With respect to clix, we are finishing the next evolution of our product in conjunction with Found, Inc. Found is an innovative e-infrastructure technology provider that utilizes the Internet to create significant efficiencies for offline retailers and manufacturers throughout the supply chain. Found and clix are developing a single wireless wishlist product, which will combine the best of our FastFrog and YourSherpa initiatives with Found's ability to provide real-time access to retailers' store inventory levels. The technology that we're working on has the potential to integrate online and physical shopping into a seamless experience for the consumer. We're excited about the prospects. In other technology matters, included in fourth quarter results is a $3 million write-off of our investment in PIIQ.com. PIIQ was one of our earliest technology investments and was an online shopping site that has ceased operations. The write-off is reflected in other expense on the combined consolidated income statement and adversely impacted our FFO per share by a penny. We remain enthusiastic about our technology initiatives and believe that upon final implementation, they will add value to our company. 2001 OUTLOOK I'd like to take a minute and discuss our 2001 outlook. We always challenge ourselves with aggressive business plans. And 2001 is no exception. Having said that, we do believe that we have a realistic view of 2001 in the current environment. We expect a modest increase in occupancy, but at a slower growth rate than 2000. We expect tenant sales to be relatively flat. Our plan also reflects our lower capital spending levels for development, and also anticipates a lower overall interest rate 44 of 45
SIMON PROPERTY GROUP TELECONFERENCE TEXT FEBRUARY 8, 2000 environment than we experienced in 2000. Even in a weak sales environment, we are in good shape because of our below-market rents. Year-end occupancy cost was 12.1%, so there is room for growth there. In fact, our major business focus in 2001 is to increase our revenues through increasing releasing spreads. We have consistently worked to increase the quality of our portfolio over the past few years and our properties should serve us well through any economic cycle. CONCLUSION Before I open it up to Q&A, let me offer a few concluding comments: - - Don't be overly concerned about the health of the mall business. Remember, it was only about 18 months ago when conventional wisdom said that e-commerce was going to make the mall obsolete. - - The mall is healthy. Don't be concerned about recent store closings. It happens every year at this time. With respect to the Wards' locations, there is real upside in retenanting those spaces. - - We are very well positioned to withstand an economic downturn. With a strong balance sheet, quality portfolio and below market occupancy costs, our company is stronger than it has ever been. - - I was pleased to read yesterday that President Bush has agreed to support the tougher bankruptcy laws that Congress has passed the last two years, but that Clinton vetoed. Long-term, this will strengthen our dealings with retailers. - - Finally, we were very pleased to be recognized in Fortune's recent ranking of America's most admired companies. It's a great testament to the progress that our industry has made to even have real estate included as a category. And we're honored to be mentioned with great companies like EOP and EQR, also leaders in their sectors. And now, Operator, we are ready to open the call to questions. 45 of 45