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


FORM 11-K

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

For the fiscal year ended December 31, 2001

Commission file number 001-14469


A.    Full title of the plan:   SIMON PROPERTY GROUP
AND ADOPTING ENTITIES
MATCHING SAVINGS PLAN

B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

SIMON PROPERTY GROUP, INC.
P.O. BOX 7033
INDIANAPOLIS, IN 46207-7033

REQUIRED INFORMATION

Item 4.    The Plan's financial statements and schedules have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). To the extent required by ERISA, the plan financial statements have been examined by independent accountants, except that the "limited scope exemption" contained in Section 103(a) (3) (C) was not available. Such financial statements and schedules are included in this Report in lieu of the information required by Items 1-3 of Form 11-K.




Simon Property Group and Adopting Entities Matching Savings Plan

Form 11-K

Table of Contents

Financial Statements, Schedules, and Exhibits

(a)   Financial Statements    

 

 

Reports of Independent Auditors

 

1

 

 

Audited Financial Statements

 

 

 

 

Statements of Net Assets Available for Benefits

 

3

 

 

Statement of Changes in Net Assets Available for Benefits

 

4

 

 

Notes to Financial Statements

 

5

(b)

 

Schedule of Assets (Held At End of Year)

 

9

(c)

 

Signatures

 

 

(d)

 

Exhibits

 

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Auditors

 

 

 

 

23.2

 

Notice Regarding Consent of Arthur Andersen LLP

 

 


Report of Independent Auditors

Plan Administrator
Simon Property Group and Adopting Entities Matching Savings Plan:

        We have audited the accompanying statements of net assets available for benefits of the Simon Property Group and Adopting Entities Matching Savings Plan (the Plan) as of December 31, 2001 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001, and the changes in its net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States.

        Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Indianapolis, Indiana
June 14, 2002

1


        This is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Plan's filing on Form 11-K for the year ended December 31, 2000. This audit report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 11-K. See Exhibit 23.2 for further discussion.


REPORT OF INDEPENDENT PUBLIC ACCOUTANTS

To the Plan Administrator of Simon Property Group and
    Adopting Entities Matching Savings Plan:

        We have audited the accompanying statements of net assets available for plan benefits of the SIMON PROPERTY GROUP AND ADOPTING ENTITIES MATCHING SAVINGS PLAN (the Plan) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years ended December 31, 2000 and 1999. These financial statements and the schedule referred to below are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2000 and 1999, and the changes in its net assets available for plan benefits for the years ended December 31, 2000 and 1999 in conformity with accounting principles generally accepted in the United States.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Indianapolis, IN
April 27, 2001

2


Simon Property Group and Adopting Entities Matching Savings Plan

Statements of Net Assets Available for Benefits

 
  December 31
 
  2001
  2000
Assets            
Investments:            
  Money market funds   $ 756,996   $ 269,744
  Common/collective trust     14,034,431     12,080,076
  Mutual funds     105,674,427     110,035,382
  Common stock     2,129,974     1,703,676
  Participant loans receivable     1,795,024     1,866,748
   
 
    Total investments     124,390,852     125,955,626

Receivables:

 

 

 

 

 

 
  Employer contributions     161,925     153,795
  Participant contributions     155,327     162,620
  Investment income     65,944     84,007
   
 
Total receivables     383,196     400,422
   
 
Net assets available for benefits   $ 124,774,048   $ 126,356,048
   
 

See accompanying notes.

3


Simon Property Group and Adopting Entities Matching Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2001

Additions:        
  Contributions:        
    Participant   $ 6,810,988  
    Employer     4,992,918  
    Other     36,976  
  Investment income     2,744,646  
   
 
Total additions     14,585,528  

Deductions:

 

 

 

 
  Benefits paid     7,982,778  
  Administrative expenses     205,680  
  Net depreciation in fair value of investments     7,979,070  
   
 
Total deductions     16,167,528  
   
 
Net decrease     (1,582,000 )
Net assets available for benefits:        
  Beginning of year     126,356,048  
   
 
  End of year   $ 124,774,048  
   
 

See accompanying notes.

4


Simon Property Group and Adopting Entities Matching Savings Plan

Notes to Financial Statements

December 31, 2001

1.    Description of Plan

        The following brief description of the Simon Property Group and Adopting Entities Matching Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

General

        The Plan is a defined contribution plan sponsored by Simon Property Group, L.P. (SPG, L.P.) and affiliated companies (the Employer). The Plan is administered by an Administrative Committee appointed by the Employer. The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (Fidelity or Trustee).

Investment Valuation and Income Recognition

        Investments are stated at aggregate fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the final business day of the year. Mutual funds are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. The fair value of participant units owned by the Plan in common/collective funds are based on quoted redemption value on the last business day of the Plan's year-end. The participant loans are valued at their outstanding balances, which approximates fair value.

Plan Eligibility

        For the purpose of making a before tax contribution or a rollover contribution, an employee becomes a member of the plan on the first day of the month coincident with or following the completion of sixty days of active employment and attainment of age twenty-one. For the purpose of receiving the employer match, an employee becomes a member of the Plan on the first day of the month coincident with or following completion of one year of eligible service (at least 1,000 hours of employment) and upon reaching age twenty-one.

Employee Contributions

        Participants may contribute from 1% to 16% of their before-tax compensation as defined in the Plan document. Contributions are subject to maximum limitations as defined in the Internal Revenue Code (the Code).

Employer Contributions

        For participant contributions after January 1, 2000, the Employer matched 100% of the participants' first 3% elected salary deductions and 50% of the participants' next 2% elected salary deductions. In addition, the Employer made a discretionary contribution of 1.5% of participant compensation in 2001 and 2000. This contribution applied to all eligible employees regardless of whether or not they had made any 401(k) contributions during the plan year. As of December 31, 2001, cumulative participant forfeitures totaled $203,766 and will be used to reduce future employer contributions.

5



Participant Accounts

        Each participant's account is credited for participant contributions and allocations of Employer contributions and Plan earnings. Investment earnings are allocated proportionately among all participants' accounts in an amount which bears the same ratio of their account balance to the total fund balance.

Participant Loans

        All employees that invest in the Plan can borrow from their accounts. Amounts borrowed by the participant are transferred from one or more of the investment funds. The participant pays interest on the loan based on market interest rates at the date of the loan. This interest is credited to the participant's account balance. Both the maximum amounts available and repayment terms for such borrowings are restricted under provisions of the Plan.

Vesting

        Participants' contributions and related investment income become vested at the time they are credited to the participants' accounts.

        For years of service prior to January 1, 2000, vesting in Employer matching and discretionary contributions is based upon years of vesting service. The vesting schedule is as follows:

Years of Vesting Service
  Percentage Vested and Nonforfeitable
 
Less than 3   0 %
3   30  
4   40  
5   60  
6   80  
7 or more   100  

Employees are fully vested in Employer matching and discretionary contributions contributed on and after January 1, 2000.

Payment of Benefits

        Upon termination of service or retirement, participants may elect to receive payments over a period provided in the Plan document or a lump sum amount equal to the vested portion of their accounts as of the most recent valuation date before the distribution. Forfeitures of nonvested amounts for terminated employees are used to reduce Employer contributions in future years.

Administrative Expenses

        All administrative expenses, with the exception of legal expenses, are paid by the Plan.

2.    Summary of Significant Accounting Policies

Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

6



Reclassification

        Certain amounts in the 2000 financial statements amounts have been reclassified to be consistent with 2001 presentation.

Plan Termination

        Although the Employer has not expressed any intent to terminate the Plan, it may do so at any time by action of the Plan's Administrative Committee, subject to the provisions of ERISA. Upon termination of the Plan, participants become fully vested in their entire account balance.

3.    Investments

        Investments are stated at current market value. The market values of individual assets that represent 5% or more of the Plan's assets held for investment purposes at December 31, 2001 and 2000 are as follows:

 
  2001
  2000
*Fidelity Growth and Income Fund   $ 27,960,296   $ 28,921,956

*Vanguard Bond Intermediate Term Portfolio Fund

 

 

7,040,745

 

 

7,726,803

*PIMCO Total Return Fund

 

 

7,095,539

 

 

7,273,044

*Fidelity Spartan U.S. Equity Index Portfolio Fund

 

 

15,399,753

 

 

16,265,794

*Fidelity Magellan Fund

 

 

14,848,759

 

 

15,751,331

*Fidelity Low Priced Stock Fund

 

 

9,439,665

 

 

5,239,010

MAS Balanced Fund

 

 

16,905,769

 

 

17,871,356

Fidelity Managed Income Portfolio Fund

 

 

14,034,431

 

 

12,080,076

*
Denotes all or a portion of the fund is nonparticipant-directed.

During 2001, the Plan's investments (depreciated) appreciated in value as follows:

 
  2001
 
Mutual funds   $ (8,385,679 )
Common stock     406,609  
   
 
    $ (7,979,070 )
   
 

7


4.    Nonparticipant-Directed Investments

        Information about the net assets and significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

 
  December 31
 
  2001
  2000
Net assets:            
  Mutual funds   $ 33,201,232   $ 35,979,627
  Money market funds     702,905     269,744
   
 
    $ 33,904,137   $ 36,249,371
   
 
 
  Year ended
December 31,
2001

 
Changes in net assets:        
  Contributions   $ 1,769,258  
  Interest Income     24,847  
  Net depreciation     (1,399,969 )
  Benefits paid to participants     (2,633,625 )
  Administrative expenses     (71,956 )
  Interfund transfers     (36,045 )
  Participant loans, net of repayments     2,256  
   
 
    $ (2,345,234 )
   
 

5.    Tax Status

        The Plan has received a determination letter from the Internal Revenue Service dated October 30, 2001, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the 'Code') and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

8



Simon Property Group and Adopting Entities
Matching Savings Plan

Schedule H, line 4i—Schedule of Assets (Held At End of Year)

December 31, 2001

        EIN: 35-1903854
Plan Number: 002

(b)

  (c)

  (d)

  (e)

Identity for Issue, Borrower, Lessor, or Similar Party
  Description of
Investment Including
Maturity Date,
Rate of Interest, Par or
Maturity Value

  Cost
  Fair Value
Money Market funds                
  *Fidelity Institutional Cash Portfolio
Money Market Fund
  756,996 shares   $ 756,996   $ 756,996
Common Stock                
  *Simon Property Group Common Stock   72,621 shares     **     2,129,974
Common/collective trusts                
  *Fidelity Managed Income Portolio Fund   14,034,431 shares     **     14,034,431
Mutual funds                
  Blackrock Small Cap Growth Institutional Fund   103,227 shares     2,336,363     1,365,692
  CS Cap Appreciation Com   1,525 shares     **     27,284
  *Fidelity Growth and Income Fund   748,001 shares     29,425,691     27,960,296
  *Fidelity Magellan Fund   142,475 shares     **     14,848,759
  *Fidelity Spartan U.S. Equity Index Portfolio Fund   378,931 shares     15,122,661     15,399,753
  *Fidelity Low Priced Stock Fund   344,262 shares     8,289,957     9,439,665
  Franklin Small Mid Cap Growth A   4,233 shares     **     131,946
  MAS Balanced Fund   1,539,688 shares     **     16,905,769
  MSI Value Equity B   2,271 shares     **     21,961
  PIMCO Total Return Fund   678,349 shares     7,000,287     7,095,539
  Templeton Institutional Foreign Equity   375,744 shares     5,689,006     5,437,018
  Vanguard Bond Intermediate Term Portfolio Fund   684,897 shares     6,563,845     7,040,745
Loans to participants (interest rates ranging from 6.00% to 10.75% payable over one to seven years)               1,795,024
             
              $ 124,390,852
             

*
Indicates party-in-interest to the Plan.

**
Participant directed, cost information is no longer required.

9



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

    SIMON PROPERTY GROUP
AND ADOPTING ENTITIES
MATCHING SAVINGS PLAN

(Name of Plan)

Date: June 28, 2002

 

/s/  
JOHN DAHL      
John Dahl
Chief Accounting Officer



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Table of Contents
Report of Independent Auditors
REPORT OF INDEPENDENT PUBLIC ACCOUTANTS
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, line 4i—Schedule of Assets (Held At End of Year)
SIGNATURES

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Exhibit 23.1


CONSENT OF INDEPENDENT AUDITORS

        We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-82471 and 333-82471-01) pertaining to the Simon Property Group and Adopting Entities Matching Savings Plan of our report dated June 14, 2002 with respect to the financial statements and schedule of the Simon Property Group and Adopting Entities Matching Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001.

/s/ Ernst & Young LLP

Indianapolis, Indiana
June 27, 2002




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CONSENT OF INDEPENDENT AUDITORS

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Exhibit 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

        Section 11(a) of the Securities Act provides that if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact, or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement.

        On June 7, 2002, the Simon Property Group and Adopting Entities Matching Savings Plan dismissed Arthur Andersen LLP as its independent auditors. Prior to the date of this Form 11-K, the Arthur Andersen LLP partner responsible for the audit of the most recent audited financial statements of the Simon Property Group and Adopting Entities Matching Savings Plan as of December 31, 2000 and for the year then ended resigned from Arthur Andersen LLP. As a result, after reasonable efforts, the Plan has been unable to obtain Arthur Andersen LLP's written consent to the incorporation by reference into the Simon Property Group, Inc.'s and SPG Realty Consultants, Inc.'s filings on Form S-8 Nos. 333-82471 and 333-82471-01 of Arthur Andersen LLP's audit report with respect to the Plan's financial statements as of December 31, 2000 and for the year then ended. Under these circumstances, Rule 437a under the Securities Act permits the Plan to file this Form 11-K, which is incorporated by reference into Simon Property Group, Inc.'s and SPG Realty Consultants, Inc.'s registration statements on Form S-8 Nos. 333-82471 and 333-82471-01 and deemed to be a new registration statement, without a written consent from Arthur Andersen LLP. However, as a result, Arthur Andersen LLP will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Arthur Andersen LLP under Section 11(a) of the Securities Act.





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