SEC Filing | Simon Property Group, L.P.

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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): November 15, 1999 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 39 Pages

Item 5. Other Events On November 15, 1999, 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 September 30, 1999, 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 Supplemental Information 4 as of September 30, 1999 Page 2 of 39 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: November 15, 1999 SIMON PROPERTY GROUP, INC. By: /s/ Stephen E. Sterrett ----------------------- Stephen E. Sterrett, Treasurer Page 3 of 39 Pages

SIMON PROPERTY GROUP SUPPLEMENTAL INFORMATION Table of Contents As of September 30, 1999 Information Page ----------- ----- Overview 5 Ownership Structure 6-8 Reconciliation of Income to Funds from Operations ("FFO") 9 Selected Financial Information 10-11 Portfolio GLA, Occupancy & Rent Data 12 Rent Information 13 Lease Expirations 14-15 Debt Amortization and Maturities by Year 16 Summary of Indebtedness 17 Summary of Indebtedness by Maturity 18-24 Summary of Variable Rate Debt and Interest Rate Protection Agreements 25-26 New Development Activities 27 Significant Renovation/Expansion Activities 28 Capital Expenditures 29 Gains on Land Sales 30 Teleconference Text - November 9, 1999 31-39 4 of 39

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 September 30, 1999, the Company, directly or through the Operating Partnership, owned or had an interest in 253 properties which consisted of regional malls, community shopping centers, and specialty and mixed-use properties containing an aggregate of 177 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 187 million square feet of GLA in retail and mixed-use properties. Effective August 27, 1999, the Company completed the initial phase of its acquisition of a regional mall portfolio from New England Development Company (NED). A limited liability company comprised of SPG (49%), JPMorgan Investment Management's Strategic Property Fund (11%), New York State Teachers Retirement System (26%) and Teachers Insurance and Annuity Association (14%) acquired 10 malls and Simon assumed management responsibilities from NED's affiliated management company. Subsequent to quarter end, two additional NED asset closings were completed. SPG expects to complete the acquisition of the last two NED assets by year-end. This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) debt information as of September 30, 1999, 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. Investors are cautioned that forward-looking statements involve risks and uncertainties which may affect the business and prospects of the Company and the Operating Partnership, including the risks and uncertainties discussed in other periodic filings made by the Company and the Operating Partnership with the Securities and Exchange Commission. 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 39

Simon Property Group Economic Ownership Structure (1) September 30, 1999 Simon Property Group, L.P. 233,097,055 units ------------------------------------------ SD Property Group, Inc.(2) % - SPG Properties, Inc. 99.99% 100 Individual Shareholders 0.01% ----- 100.00% ------------------------------------------ 37,873,965 units ------------------------------------------ SPG Properties, Inc. (2) % - Simon Property Group, Inc. 99.99% 100 Individual Shareholders 0.01% ----- 100.00% ------------------------------------------ 75,803,913 units --------------------------------------------------------- Simon Property Group, Inc.(2)(3)(4) Common Shareholders Shares % ------------------- ------ - Public Shareholders 168,305,255 97.0% Simon Family 3,988,511 2.3% DeBartolo Family 32,567 0.0% Executive Management (5) 1,153,377 0.7% ---------- ------ 173,479,710(4) 100.00% --------------------------------------------------------- 54,513,818 units --------------------------------------------------------- Limited Partners ("Limited Partners") Unitholders Units % ----------- ----- - Simon Family 34,584,305 53.3% DeBartolo Family 22,222,599 34.2% Executive Management (5) 153,498 0.2% Other Limited Partners 7,944,957 12.3% ----------- ---- 64,905,359 100.0% -------------------------------------------------------- - ---------------------------------------------------------------- Ownership of Simon Property Group, L.P. Simon Property Group, Inc. % - Public Shareholders 70.1% Simon Family 1.7% DeBartolo Family 0.0% Executive Management (5) 0.5% ---- Subtotal 72.2% ----- Limited Partners Simon Family 14.8% DeBartolo Family 9.5% Executive Management (5) 0.1% Other Limited Partners 3.4% ----- Subtotal 27.8% ----- Total 100.0% - ----------------------------------------------------------------- (1) Schedule excludes preferred stock (see "Preferred Stock 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 5,288,014. This is the result of the direct ownership of Ocean County Mall by SPG. (5) Executive management excludes Simon family members. 6 of 39

SIMON PROPERTY GROUP Changes in Common Shares and Unit Ownership For the Period from December 31, 1998 through September 30, 1999 Operating Partnership Company Units(1) Common Shares(2) ------------ ---------------- Number Outstanding at December 31, 1998 64,182,157 166,775,031 Restricted Stock Awards (Stock Incentive Program), Net - 541,361 Conversion of Series A Preferred Stock into Common Stock - 6,080,330 Conversion of units into cash (6,473) - Issuance of Stock for Stock Option Exercises - 82,988 Issuance of Units for NED Acquisition 729,675 - Number Outstanding at September 30, 1999 64,905,359 173,479,710 Total Common Shares and Units Outstanding at September 30, 1999: 238,385,069(2) Details for Diluted FFO Calculation: - ------------------------------------ Company Common Shares Outstanding at September 30, 1999 173,479,710 Number of Common Shares Issuable Assuming Conversion of: Series A Preferred 6.5% Convertible 2,024,051 Series B Preferred 6.5% Convertible 12,527,686 Net Number of Common Shares Issuable Assuming Exercise of Stock Options 134,854 Diluted Common Shares Outstanding at September 30, 1999 188,166,301 Fully Diluted Common Shares and Units Outstanding at September 30, 1999: 253,071,660 (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). 7 of 39

SIMON PROPERTY GROUP Preferred Stock Outstanding As of September 30, 1999 ($ in 000's) Number Liquidation Ticker Issuer Description of Shares Preference $ Symbol Convertible: - ------------------------------------------------------------------------------------------------------------------- Simon Property Group, Inc. Series A Preferred 53,271 $1,000 $ 53,271 N/A 6.5% Convertible (1) - ------------------------------------------------------------------------------------------------------------------- Simon Property Group, Inc. Series B Preferred 4,844,331 $ 100 $484,433 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) - ------------------------------------------------------------------------------------------------------------------- Preferred Units: - ------------------------------------------------------------------------------------------------------------------- Simon Property Group, L.P. Series C 7% Cumulative 1,485,409 $ 28 $ 41,591 N/A Convertible Preferred(5) - ------------------------------------------------------------------------------------------------------------------ Simon Property Group, L.P. Series D 8% Cumulative 1,485,409 $ 30 $ 44,562 N/A Redeemable Preferred (6) - ------------------------------------------------------------------------------------------------------------------ (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 September 30, 1999, was $74.00 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 including (i) any subdivision or combination of shares of common stock of the Company or the declaration of a distribution in the form of additional shares of common stock of the Company, (ii) issuances of rights or warrants to the holders of common stock of the Company, and (iii) any consolidation or merger to which the Company is a party, any sale or conveyance to another person of all or substantially all of the assets of the Company or any statutory exchange of securities with another person. (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 September 30, 1999, was $23.625 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 New England Development Acquisition. Each unit/share is convertible into 0.75676 shares of common stock on or after August 27, 2004. Each unit/share is not redeemable prior to August 27, 2009. (6) Issued in connection with the New England Development Acquisition. Each unit/share is not redeemable prior to August 27, 2009. 8 of 39

SIMON PROPERTY GROUP Reconciliation of Income to Funds From Operations ("FFO") As of September 30, 1999 (Amounts in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, The Operating Partnership 1999 1998 1999 1998 - ------------------------- -------- -------- -------- -------- Income Before Unusual and Extraordinary Items $ 87,125 $ 52,851 $221,851 $141,489 Plus: Depreciation and Amortization from Consolidated Properties 93,182 60,877 272,263 177,038 Less: Minority Interest Portion of Depreciation, Amortization and Extraordinary Items (1,516) (1,780) (3,566) (5,374) Plus: Simon's Share of Depreciation, Amortization and Extraordinary Items from Unconsolidated Entities 17,900 19,646 59,191 50,754 Plus: Losses on Sales of Assets - 64 9,308 7,283 Less: Preferred Dividends/Distributions (16,690) (8,074) (50,518) (22,742) (including those of subsidiary) -------- -------- -------- -------- FFO of the Simon Portfolio $180,001 $123,584 $508,529 $348,448 -------- -------- -------- -------- Percent Increase 45.7% 45.9% FFO of the Simon Portfolio $180,001 $123,584 $508,529 $348,448 Basic FFO per Paired Share: - --------------------------- Basic FFO Allocable to the Company $130,865 $ 79,841 $370,224 $222,575 Basic Weighted Average Paired Shares Outstanding 173,471 117,150 171,950 112,957 Basic FFO per Paired Share $ 0.75 $ 0.68 $ 2.15 $ 1.97 ======== ======== ======== ======== Percent Increase 10.3% 9.1% Diluted FFO per Paired Share: - ----------------------------- Diluted FFO Allocable to the Company $140,240 $ 80,632 $399,809 $223,593 Diluted Weighted Average Number of Equivalent Paired Shares 188,094 118,810 187,917 113,775 Diluted FFO per Paired Share $ 0.75 $ 0.68 $ 2.13 $ 1.97 ======== ======== ======== ======== Percent Increase 10.3% 8.1% 9 of 39

SIMON PROPERTY GROUP Selected Financial Information As of September 30, 1999 (In thousands, except as noted) As of or for the Nine Months Ended September 30, 1999 1998 % Change ---- ---- -------- Financial Highlights of the Company - ----------------------------------- Total Revenue - Consolidated Properties $1,371,270 $932,970 47.0% Total EBITDA of Simon Portfolio $1,287,660 $907,968 41.8% EBITDA After Minority Interest $1,029,314 $702,777 46.5% Net Income Available to Common Shareholders $ 115,851 $ 80,381 44.1% Basic Net Income per Common Share $ 0.67 $ 0.71 -5.6% Diluted Net Income per Common Share $ 0.67 $ 0.71 -5.6% FFO of the Simon Portfolio $ 508,529 $348,448 45.9% Basic FFO Allocable to the Company $ 370,224 $222,575 66.3% Diluted FFO Allocable to the Company $ 399,809 $223,593 78.8% Basic FFO per Common Share $ 2.15 $ 1.97 9.1% Diluted FFO per Common Share $ 2.13 $ 1.97 8.1% Distributions per Common Share $ 1.5150 $ 1.5150 0.0% Operational Statistics - ---------------------- Occupancy at End of Period: Regional Malls (1) 88.5% 87.7% 0.8% Community Shopping Centers (2) 90.2% 90.8% -0.6% Average Base Rent per Square Foot: Regional Malls (1) $ 26.75 $ 23.20 15.3% Community Shopping Centers (2) $ 7.96 $ 7.47 6.6% Regional Malls: Total Tenant Sales Volume, in millions (3)(4) $ 9,624 $ 6,457 49.0% Total Sales per Square Foot (4) $ 356 $ 320 11.3% Comparable Sales per Square Foot (4) $ 371 $ 327 13.5% Number of U.S. Properties Open at End of Period 253 241 5.0% Total U.S. GLA at End of Period, in millions of square feet 177.2 164.9 7.5% (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. 10 of 39

SIMON PROPERTY GROUP Selected Financial Information As of September 30, 1999 (In thousands, except as noted) September 30, September 30, Equity Information 1999 1998 - ------------------ ---- ---- Limited Partner Units Outstanding at End of Period 64,905 64,182 Common Shares Outstanding at End of Period 173,480 166,778 ----------- ----------- Total Common Shares and Units Outstanding at End of Period 238,385 230,960 =========== =========== Basic Weighted Average Paired Shares Outstanding 171,950 112,957 Diluted Weighted Average Number of Equivalent Paired Shares (2) 187,917 113,500 September 30, December 31, Debt Information 1999 1998 - ---------------- ---- ---- Consolidated Debt $ 8,541,721 $ 7,973,372 Simon Group's Share of Joint Venture Debt $ 1,647,025 $ 1,227,044 Debt-to-Market Capitalization - ----------------------------- Common Stock Price at End of Period $ 22.4375 $ 28.5000 Equity Market Capitalization (1) $ 6,200,965 $ 7,608,188 Total Consolidated Capitalization $14,742,686 $15,581,560 Total Capitalization - Including Simon Group's Share of JV Debt $16,389,711 $16,808,604 (1) Market value of Common Stock, Units and all issues of Preferred Stock of SPG and SPG Properties, Inc. (2) Diluted for purposes of computing FFO per share. 11 of 39

SIMON PROPERTY GROUP Portfolio GLA, Occupancy & Rent Data As of September 30, 1999 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 92,663,482 29,032,403 27.4% 97.4% $ 3.78 - -Mall Store 53,082,536 53,034,638 50.1% 88.4% $27.43 - -Freestanding 3,628,341 1,907,848 1.8% 90.9% $ 9.34 ----------- ---------- ---- Subtotal 56,710,877 54,942,486 51.9% 88.5% $26.75 Regional Mall Total 149,374,359 83,974,889 79.3% 91.6% $18.44 Community Shopping Centers - -------------------------- - -Anchor 13,046,524 8,412,007 7.9% 94.4% $ 6.39 - -Mall Store 4,795,761 4,710,003 4.5% 81.8% 11.28 - -Freestanding 989,061 482,972 .5% 97.8% 7.44 ---- Community Ctr. Total 18,831,346 13,604,982 12.9% 90.2% $ 7.96 Office Portion of Mixed-Use Properties 2,755,781 2,755,781 2.6% 89.1% $19.47 Value-Oriented Super-Regional Malls 5,186,172 5,044,577 4.8% 94.1% $17.39 Properties under Redevelopment 1,004,897 534,946 0.5% GRAND TOTAL 177,152,555 105,915,175 100.00% - ------------------------------------------------------------------------------------------------------ Occupancy History - ------------------------------------------------------------------------------------------------------ Community As of Regional Malls(1) Shopping Centers(2) -------------------------------------------------------------------------- 9/30/99 88.5% 90.2% 9/30/98 87.7% 90.8% -------------------------------------------------------------------------- 12/31/98 90.0% 91.4% 12/31/97 87.3% 91.3% 12/31/96 84.7% 91.6% 12/31/95(3) 85.5% 93.6% (1) Includes mall and freestanding stores. (2) Includes all Owned GLA. (3) On a pro forma combined basis giving effect to the Merger with DeBartolo Realty Corporation ("DRC"). 12 of 39

SIMON PROPERTY GROUP Rent Information As of September 30, 1999 Average Base Rent Mall & Freestanding % Community % As of Stores at Regional Malls Change Shopping Centers Change - ---------------- -------------------------- --------- ----------------- ------- 9/30/99 $26.75 15.3% $7.96 6.6% 9/30/98 23.20 - 7.47 - 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 12/31/95(1) 19.18 4.4 7.29 2.4 Rental Rates Base Rent (2) ------------------------------ Amount of Change Store Openings Store Closings -------------------------- Year During Period During Period Dollar Percentage - ----------------------------- -------------- --------------- ------- ----------------- Regional Malls: - --------------- 1999 (YTD) $30.27 $24.13 $ 6.14 25.4% 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: - --------------------------- 1999 (YTD) $ 9.32 $ 7.51 $ 1.81 24.1% 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) On a pro forma combined basis giving effect to the merger with DRC for periods presented. (2) 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. 13 of 39

SIMON PROPERTY GROUP Lease Expirations/(1)/ As of September 30, 1999 Number of Square Avg. Base Rent Year Leases Expiring Feet per Square Foot at 9/30/99 Regional Malls - Mall & Freestanding Stores - ------------------------------------------- 1999 (10/1 - 12/31) 249 463,021 31.01 2000 1,856 3,367,706 26.60 2001 1,551 3,404,296 25.95 2002 1,522 3,292,369 27.27 2003 1,667 4,053,030 27.48 2004 1,618 4,295,970 28.36 2005 1,381 4,499,880 26.74 2006 1,434 4,067,508 28.92 2007 1,333 3,932,019 30.64 2008 1,213 4,112,337 29.48 ---------- ------------ TOTALS 13,824 35,488,136 $28.06 Regional Malls - Anchor Tenants - ------------------------------- 1999 (10/1 - 12/31) 3 443,441 3.08 2000 12 1,649,695 1.98 2001 14 1,847,473 1.95 2002 18 2,132,610 1.96 2003 17 2,048,693 2.41 2004 20 1,970,727 3.40 2005 15 1,794,426 2.70 2006 17 2,062,107 3.29 2007 7 816,448 1.82 2008 13 1,327,475 4.50 ---------- ------------ TOTALS 136 16,093,095 $2.68 Community Centers - Mall Stores & Freestanding Stores - ----------------------------------------------------- 1999 (10/1 - 12/31) 12 46,241 6.99 2000 261 649,222 11.62 2001 190 543,615 12.17 2002 164 543,280 11.51 2003 132 564,938 11.13 2004 106 431,571 11.39 2005 54 333,301 10.11 2006 22 261,511 7.56 2007 18 164,142 11.11 2008 19 151,301 11.16 ---------- ------------ TOTALS 978 3,689,122 $11.05 (1) Does not consider the impact of options that may be contained in leases. 14 of 39

SIMON PROPERTY GROUP Lease Expirations/(1)/ As of September 30, 1999 Number of Square Avg. Base Rent Year Leases Expiring Feet per Square Foot at 9/30/99 Community Centers - Anchor Tenants - ---------------------------------- 1999 (10/1 - 12/31) 2 212,321 1.75 2000 7 271,642 5.83 2001 13 537,403 4.02 2002 9 334,458 5.74 2003 13 567,872 4.96 2004 12 339,901 5.76 2005 12 600,365 5.85 2006 9 511,812 5.62 2007 13 658,554 5.82 2008 10 399,235 7.74 --------------- ------------ TOTALS 100 4,433,563 $5.46 (1) Does not consider the impact of options that may be contained in leases. 15 of 39

SIMON PROPERTY GROUP SPG's Share of Total Debt Amortization and Maturities by Year As of September 30, 1999 (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 Secured Debt Debt - ------------------------------- ----------------- -------------- -------------- -------------- 1999........................... 0 9,535 0 17,153 26,688 2000........................... 1 400,445(1) 1,083,000 120,542 1,603,987 2001........................... 2 235,967 0 84,921 320,888 2002........................... 3 583,117 250,000 82,891 916,008 2003........................... 4 263,123 1,250,000 249,823 1,762,946 2004........................... 5 282,702 700,000 168,145 1,150,848 2005........................... 6 107,724 660,000 130,975 898,699 2006........................... 7 118,739 250,000 219,767 588,506 2007........................... 8 489,040 180,000 112,931 781,971 2008........................... 9 44,924 200,000 296,261 541,185 2009........................... 10 179,104 450,000 43,099 672,203 Thereafter 108,673 525,000 110,937 744,609 --------------- ------------- ------------- --------------- Subtotal Face Amounts $ 2,823,093 $ 5,548,000 $ 1,637,446 $ 10,008,538 --------------- ------------- ------------- --------------- Premiums and Discounts on Indebtedness, Net 2,676 7,057 9,580 19,312 --------------- ------------- ------------- --------------- SPG's Share of Total Indebtedness $ 2,825,768 $ 5,555,057 $ 1,647,025 $ 10,027,850 ============== ============= ============= =============== (1) $140,699 of this debt was refinanced on 10/15/99. 16 of 39

SIMON PROPERTY GROUP Summary of Indebtedness As of September 30, 1999 (In thousands) SPG's Total Share of Weighted Avg. Weighted Avg. Years Indebtedness Indebtedness Interest Rate to Maturity ------------- ------------ ------------- -------------------- Consolidated Indebtedness - ------------------------- Mortgage Debt Fixed Rate 2,401,289 2,288,126 7.37% 5.9 Debt Swapped to Maturity 50,000 50,000 7.74% 1.9 Capped to Maturity, Currently "In the Money" 134,999 98,968 6.17% 6.4 Other Hedged Debt 50,000 50,000 5.95% 0.3 Floating Rate Debt 347,971 335,998 6.64% 3.2 ------------- ------------ ------------ ---------------- Total Mortgage Debt 2,984,259 2,823,093 7.22% 5.5 Unsecured Debt Fixed Rate 3,790,000 3,790,000 7.17% 7.4 Capped to Maturity, Currently "In the Money" 63,000 63,000 6.14% 0.3 Floating Rate Debt 70,000 70,000 6.05% 0.3 ------------ ------------ ------------- ---------------- Subtotal 3,923,000 3,923,000 7.13% 7.1 CPI Merger Facility 950,000 950,000 6.03% 0.7 Revolving Corporate Credit Facility 535,000 535,000 5.99% 3.9 Revolving Corporate Credit Facility (Hedged) 140,000 140,000 5.99% 3.9 ------------ ------------ ------------- ---------------- Total Unsecured Debt 5,548,000 5,548,000 6.80% 5.6 Adjustment to Fair Market Value - Fixed Rate 8,479 8,750 N/A N/A Adjustment to Fair Market Value - Variable Rate 983 982 N/A N/A ------------ ------------ ------------ ----------------- Consolidated Mortgages and Other Indebtedness 8,541,721 8,380,825 6.94% 5.6 ============ ============= ============= ================= Joint Venture Mortgage Indebtedness - ----------------------------------- Fixed Rate 2,959,578 1,295,756 7.56% 6.7 Other Hedged Debt 394,714 139,827 6.12% 3.3 Floating Rate Debt 467,749 201,863 6.57% 2.6 ------------ ------------ ------------ ----------------- Subtotal 3,822,041 1,637,446 7.32% 5.9 Adjustment to Fair Market Value - Fixed Rate 19,159 9,580 N/A N/A ------------ ------------ ------------ ----------------- Joint Venture Mortgages and Other Indebtedness 3,841,200 1,647,025 7.32% 5.9 ============ ============ ============ ================= SPG's Share of Total Indebtedness 10,027,850 7.01% 5.7 ============ ============ ================= 17 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (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: - ------------------------- Florida Mall, The 2/28/00 6.65% 90,000 90,000 Net Lease (Braintree) 4/1/00 9.75% 37 37 Windsor Park Mall - 1 6/1/00 8.00% 5,713 5,713 Trolley Square - 1 7/23/00 5.81% 19,000 17,100 Bloomingdale Court 12/1/00 8.75% 27,359 27,359 Forest Plaza 12/1/00 8.75% 16,904 16,904 Fox River Plaza 12/1/00 8.75% 12,654 12,654 Lake View Plaza 12/1/00 8.75% 22,169 22,169 Lincoln Crossing 12/1/00 8.75% 876 876 Matteson Plaza 12/1/00 8.75% 11,159 11,159 Regency Plaza 12/1/00 8.75% 1,878 1,878 St. Charles Towne Plaza 12/1/00 8.75% 30,743 30,743 West Ridge Plaza 12/1/00 8.75% 4,612 4,612 White Oaks Plaza 12/1/00 8.75% 12,345 12,345 ------------ --------- Subtotal 2000 255,449 253,549 7.79% Biltmore Square 1/1/01 7.15% 26,000 17,342 Chesapeake Square 1/1/01 7.28% 47,105 35,329 Port Charlotte Town Center 1/1/01 7.28% 52,262 41,810 Great Lakes Mall - 1 3/1/01 6.74% 52,632 52,632 Great Lakes Mall - 2 3/1/01 7.07% 8,489 8,489 Net Lease (Norfolk) 11/30/01 8.50% 183 183 ------------ ----------- Subtotal 2001 186,671 155,784 7.07% Lima Mall 3/1/02 7.12% 18,903 18,903 Columbia Center 3/15/02 7.62% 42,326 42,326 Northgate Shopping Center 3/15/02 7.62% 79,035 79,035 Tacoma Mall 3/15/02 7.62% 92,474 92,474 Net Lease (Chattanooga) 5/31/02 6.80% 682 682 River Oaks Center 6/1/02 8.67% 32,500 32,500 North Riverside Park Plaza - 1 9/1/02 9.38% 3,808 3,808 North Riverside Park Plaza - 2 9/1/02 10.00% 3,617 3,617 Principal Mutual Mortgages - Pool 1 (1) 9/15/02 6.81% 103,428 103,428 Principal Mutual Mortgages - Pool 2 (2) 9/15/02 6.77% 137,718 137,718 Net Lease (Atlanta) 12/1/02 8.00% 915 915 Palm Beach Mall 12/15/02 7.50% 49,688 49,688 ------------ ----------- Subtotal 2002 565,094 565,094 7.32% Century III Mall -1 7/1/03 6.78% 66,000 66,000 Miami International Mall 12/21/03 6.91% 46,064 27,638 ------------ ----------- Subtotal 2003 112,064 93,638 6.82% Battlefield Mall - 1 1/1/04 7.50% 47,904 47,904 Battlefield Mall - 2 1/1/04 6.81% 44,688 44,688 Forum Phase I - Class A-1 5/15/04 7.13% 46,997 28,198 Forum Phase II - Class A-1 5/15/04 7.13% 43,004 23,652 ------------ ----------- Subtotal 2004 182,593 144,442 7.15% 18 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (In thousands) SPG's Weighted Avg Property Maturity Interest Total Share of Interest Rate Name Date Rate Indebtedness Indebtedness by Year - -------------------------------- ------------ --------- ------------ ------------ ------------- Tippecanoe Mall - 1 1/1/05 8.45% 45,684 45,684 Tippecanoe Mall - 2 1/1/05 6.81% 15,888 15,888 Melbourne Square 2/1/05 7.42% 38,990 38,990 Cielo Vista Mall - 2 11/1/05 8.13% 1,433 1,433 ------------ ------------ Subtotal 2005 101,995 101,995 7.80% Treasure Coast Square 1/1/06 7.42% 52,630 52,630 Gulf View Square 10/1/06 8.25% 37,211 37,211 Paddock Mall 10/1/06 8.25% 29,595 29,595 ------------ ------------ Subtotal 2006 119,436 119,436 7.88% Lakeline Mall 5/1/07 7.65% 72,372 72,372 Cielo Vista Mall - 1 5/1/07 9.38% 55,029 55,029 Cielo Vista Mall - 3 5/1/07 6.76% 38,692 38,692 McCain Mall - 1 5/1/07 9.38% 25,532 25,532 McCain Mall - 2 5/1/07 6.76% 17,858 17,858 Valle Vista Mall - 1 5/1/07 9.38% 33,817 33,817 Valle Vista Mall - 2 5/1/07 6.81% 7,937 7,937 University Park Mall 10/1/07 7.43% 59,500 35,700 CMBS Loan - Fixed Component 12/15/07 7.31% 175,000 175,000 ------------ ------------ Subtotal 2007 485,737 461,937 7.81% Randall Park Mall - 2 7/11/08 7.33% 35,000 35,000 ------------ ------------ Subtotal 2008 35,000 35,000 7.33% College Mall - 2 1/1/09 6.76% 11,916 11,916 Greenwood Park Mall - 2 1/1/09 6.76% 61,565 61,565 College Mall - 1 1/1/09 7.00% 41,843 41,843 Greenwood Park Mall - 1 1/1/09 7.00% 35,046 35,046 Towne East Square - 1 1/1/09 7.00% 55,323 55,323 Towne East Square - 2 1/1/09 6.81% 24,826 24,826 ------------ ------------ Subtotal 2009 230,519 230,519 6.90% Windsor Park Mall - 2 5/1/12 8.00% 8,778 8,778 ------------ ------------ Subtotal 2012 8,778 8,778 8.00% Chesapeake Center 5/15/15 8.44% 6,563 6,563 Grove at Lakeland Square, The 5/15/15 8.44% 3,750 3,750 Terrace at Florida Mall, The 5/15/15 8.44% 4,688 4,688 ------------ ------------ Subtotal 2015 15,001 15,001 8.44% Sunland Park Mall 1/1/26 8.63% 39,223 39,223 ------------ ------------ Subtotal 2026 39,223 39,223 8.63% Keystone at the Crossing 7/1/27 7.85% 63,730 63,730 ------------ ------------ Subtotal 2027 63,730 63,730 7.85% ------------ ------------ -------------- Total Consolidated Fixed Rate Mortgage Debt 2,401,289 2,288,126 7.37% ============ ============ ============== 19 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (In thousands) - ------------------------------------ ------------ --------- ------------ ------------ ------------- SPG's Weighted Avg Property Maturity Interest Total Share of Interest Rate Name Date Rate Indebtedness Indebtedness by Year - ------------------------------------ ------------ --------- ------------ ------------ ------------- Fixed Rate Unsecured Debt: Unsecured Notes - CPI 1 3/15/02 9.00% 250,000 250,000 ------------ ------------ Subtotal 2002 250,000 250,000 9.00% Unsecured Notes - CPI 2 4/1/03 7.05% 100,000 100,000 SPG, LP (Bonds) 6/15/03 6.63% 375,000 375,000 SPG, LP (PATS) 11/15/03 6.75% 100,000 100,000 ------------ ------------ Subtotal 2003 575,000 575,000 6.72% SCA (Bonds) 1/15/04 6.75% 150,000 150,000 SPG, LP (Bonds) 2/9/04 6.75% 300,000 300,000 SPG, LP (Bonds) 7/15/04 6.75% 100,000 100,000 Unsecured Notes - CPI 3 8/15/04 7.75% 150,000 150,000 ------------ ------------ Subtotal 2004 700,000 700,000 6.96% SCA (Bonds) 5/15/05 7.63% 110,000 110,000 SPG, LP (Bonds) 6/15/05 6.75% 300,000 300,000 SPG, LP (MTN) 6/24/05 7.13% 100,000 100,000 SPG, LP (Bonds) 10/27/05 6.88% 150,000 150,000 ------------ ------------ Subtotal 2005 660,000 660,000 6.98% SPG, LP (Bonds) 11/15/06 6.88% 250,000 250,000 ------------ ------------ Subtotal 2006 250,000 250,000 6.88% SPG, LP (MTN) 9/20/07 7.13% 180,000 180,000 ------------ ------------ Subtotal 2007 180,000 180,000 7.13% SPG, LP (MOPPRS) 6/15/08 7.00% 200,000 200,000 ------------ ------------ Subtotal 2008 200,000 200,000 7.00% SPG, LP (Bonds) 2/9/09 7.13% 300,000 300,000 SPG, LP (Bonds) 7/15/09 7.00% 150,000 150,000 ------------ ------------ Subtotal 2009 450,000 450,000 7.08% Unsecured Notes - CPI 4 9/1/13 7.18% 75,000 75,000 ------------ ------------ Subtotal 2013 75,000 75,000 7.18% Unsecured Notes - CPI 5 3/15/16 7.88% 250,000 250,000 ------------ ------------ Subtotal 2016 250,000 250,000 7.88% SPG, LP (Bonds) 6/15/18 7.38% 200,000 200,000 ------------ ------------ Subtotal 2018 200,000 200,000 7.38% ------------ ------------ Total Unsecured Fixed Rate Debt 3,790,000 3,790,000 7.17% ============ ============ 21 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (In thousands) SPG's Weighted Avg Property Maturity Interest Total Share of Interest Rate Name Date Rate Indebtedness Indebtedness by Year - -------------------------------- ------------ --------- ------------ ------------ ---------------- Variable Rate Unsecured Debt: - ---------------------------- SPG, L.P. Unsecured Loan 1/31/00 6.05% 70,000 70,000 SPG, L.P. Unsecured Loan 1/31/00 6.14% 63,000 63,000 CPI Merger Facility - 2 (1.4B) 3/24/00 6.03% 450,000 450,000 CPI Merger Facility - 3 (1.4B) 9/24/00 6.03% 500,000 500,000 ---------------- ---------------- Subtotal 2000 1,083,000 1,083,000 6.04% Corporate Revolving Credit Facility (3) 8/25/03 5.99% 675,000 675,000 ---------------- ---------------- Subtotal 2003 675,000 675,000 5.99% ---------------- ---------------- Total Unsecured Variable Rate Debt 1,758,000 1,758,000 6.02% ================ ================ ---------------- Total Unsecured Debt 5,548,000 6.80% =============== Net Discount on Fixed-Rate Indebtedness 8,479 8,750 N/A Net Premium on Variable-Rate Indebtedness 983 982 N/A ---------------- ----- Total Consolidated Debt 8,380,825 6.94% ================ ===== Joint Venture Indebtedness Fixed Rate Mortgage Debt: ------------------------- Greendale Mall - 1 12/1/99 8.15% 28,385 13,948 Greendale Mall - 2 12/1/99 8.00% 3,009 1,479 ---------------- ---------------- Subtotal 1999 31,394 15,426 8.14% Northfield Square 4/1/00 9.52% 23,831 7,531 Coral Square 12/1/00 7.40% 53,300 26,650 ---------------- ---------------- Subtotal 2000 77,131 34,181 7.87% Atrium at Chestnut Hill - 1 4/1/01 7.32% 43,078 21,167 Atrium at Chestnut Hill - 2 4/1/01 8.16% 11,780 5,788 Highland Mall - 2 10/1/01 8.50% 220 110 Highland Mall - 3 11/1/01 9.50% 2,122 1,061 Square One 12/1/01 8.40% 106,133 52,151 ---------------- ---------------- Subtotal 2001 163,333 80,278 8.11% Crystal Mall 2/1/03 8.66% 49,511 36,920 Avenues, The 5/15/03 8.36% 57,149 14,287 Lakeland Square 12/22/03 7.26% 51,989 25,995 ---------------- ---------------- Subtotal 2003 158,649 77,201 8.13% Solomon Pond 2/1/04 7.83% 96,504 47,420 Northshore Mall 5/14/04 9.05% 161,000 79,111 Indian River Commons 11/1/04 7.58% 8,399 4,200 Indian River Mall 11/1/04 7.58% 46,602 23,301 ---------------- ---------------- Subtotal 2004 312,505 154,032 8.41% 22 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (In thousands) SPG's Weighted Avg Property Maturity Interest Total Share of Interest Rate Name Date Rate Indebtedness Indebtedness by Year - -------------------------------- ------------ --------- ------------ ------------ ---------------- Westchester, The - 1 9/1/05 8.74% 151,167 75,584 Westchester, The - 2 9/1/05 7.20% 53,806 26,903 Cobblestone Court 11/30/05 7.22% 6,180 2,163 Crystal Court 11/30/05 7.22% 3,570 1,250 Fairfax Court 11/30/05 7.22% 10,320 2,709 Gaitway Plaza 11/30/05 7.22% 7,350 1,715 Plaza at Buckland Hills, The 11/30/05 7.22% 17,680 6,055 Ridgewood Court 11/30/05 7.22% 7,980 2,793 Royal Eagle Plaza 11/30/05 7.22% 7,920 2,772 Village Park Plaza 11/30/05 7.22% 8,960 3,136 West Town Corners 11/30/05 7.22% 10,330 2,411 Westland Park Plaza 11/30/05 7.22% 4,950 1,155 Willow Knolls Court 11/30/05 7.22% 6,490 2,272 Yards Plaza, The 11/30/05 7.22% 8,270 2,895 ----------- ---------- Subtotal 2005 304,973 133,812 8.07% Seminole Towne Center 1/1/06 6.88% 70,500 31,725 CMBS Loan - Fixed Component (4) 5/1/06 7.40% 300,000 150,000 Great Northeast Plaza 6/1/06 9.04% 17,559 8,780 Smith Haven Mall 6/1/06 7.86% 115,000 28,750 ----------- ---------- Subtotal 2006 503,059 219,255 7.45% Town Center at Cobb -1 4/1/07 7.54% 50,396 25,198 Town Center at Cobb -2 4/1/07 7.25% 65,575 32,788 Gwinnett Place -1 4/1/07 7.54% 39,555 19,778 Gwinnett Place -2 4/1/07 7.25% 86,167 43,084 ----------- ---------- Subtotal 2007 241,693 120,847 7.36% Metrocenter 2/28/08 8.45% 30,910 15,455 Aventura Mall - A 4/6/08 6.55% 141,000 47,000 Aventura Mall - B 4/6/08 6.60% 25,400 8,467 Aventura Mall - C 4/6/08 6.89% 33,600 11,200 West Town Mall 5/1/08 6.90% 76,000 38,000 Mall of New Hampshire - 1 10/1/08 6.96% 105,000 51,594 Mall of New Hampshire - 2 10/1/08 8.53% 8,500 4,177 Grapevine Mills - 2 10/1/08 6.47% 155,000 58,125 Ontario Mills - 5 11/2/08 6.75% 144,064 36,016 Source, The - 2 11/6/08 6.65% 124,000 31,000 ----------- ---------- Subtotal 2008 843,474 301,034 6.82% Apple Blossom Mall 9/10/09 7.99% 41,000 20,146 Auburn Mall 9/10/09 7.99% 48,000 23,586 Highland Mall - 1 12/1/09 9.75% 7,599 3,800 Ontario Mills - 4 (5) 12/28/09 0.00% 4,895 1,224 ------------ ----------- Subtotal 2009 101,494 48,756 7.93% Mall of Georgia Crossing 6/6/10 7.25% 21,873 10,936 Mall of Georgia 7/1/10 7.09% 200,000 100,000 ------------ ----------- Subtotal 2010 221,873 110,936 7.11% ------------ ----------- -------- Total Joint Venture Fixed Rate Mortgage Debt 2,959,578 1,295,756 7.56% ============ ============ ======== 23 of 39

SIMON PROPERTY GROUP Summary of Indebtedness By Maturity As of September 30, 1999 (In thousands) SPG's Weighted Avg Property Maturity Interest Total Share of Interest Rate Name Date Rate Indebtedness Indebtedness by Year - -------------------------------- ------------ --------- ------------ ------------ ---------------- Variable Rate Mortgage Debt: Tower Shops, The 3/13/00 6.60% 12,900 6,450 Greendale Mall - 3 11/14/00 7.45% 8,310 4,083 Dadeland Mall (3) 12/10/00 6.10% 140,000 70,000 ---------- ----------- Subtotal 2000 161,210 80,533 6.21% Montreal Forum 1/31/02 6.25% 6,439 2,293 Arizona Mills (3) 2/1/02 6.70% 142,214 37,425 Shops at Sunset Place, The (3) 6/30/02 6.65% 97,773 36,665 ---------- ----------- Subtotal 2002 246,426 76,383 6.66% Cape Cod Mall (3) 4/1/03 7.20% 50,149 24,642 CMBS Loan - Floating Component (4) 5/1/03 5.90% 185,000 92,500 Concord Mills (3) 12/2/03 6.75% 146,879 55,080 ---------- ----------- Subtotal 2003 382,028 172,222 6.36% Circle Centre Mall - 1 (3) 1/31/04 5.84% 60,000 8,802 Circle Centre Mall - 2 (3) 1/31/04 6.90% 7,500 1,100 Orlando Premium Outlets (3) 5/20/04 6.90% 5,299 2,650 ---------- ----------- Subtotal 2004 72,799 12,552 6.16% --------- ----------- --------- Total Joint Venture Variable Rate Debt 862,463 341,690 6.38% ========= =========== ========= CMBS Loan - Fixed Premium 19,159 9,580 ----------- Total Joint Venture Debt 1,647,025 7.32% ----------- --------- SPG's Share of Total Indebtedness 10,027,850 7.01% ------------ ----------- (1) This Principal Mutual Pool 1 loan is secured by cross-collateralized 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. (2) This Principal Mutual Pool 2 loan is secured by cross-collateralized 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. (3) Includes applicable extensions available at Simon Group's option. (4) This is $485 million of Commercial Mortgage Notes secured by cross- collateralized mortgages encumbering thirteen of the Properties. Simon Group's share is $242 million. A weighted average rate is used. (5) Notes for purchase of land from Ontario Redevelopment Agency at 6% commencing January 2000. 24 of 39

SIMON PROPERTY GROUP Summary of Variable Rate Debt and Interest Rate Protection Agreements As of September 30, 1999 (In thousands) Principal SPG SPG's Property Maturity Balance Ownership Share of Name Date 09/30/99 % Loan Balance - -------------------------------------------- ------------- ------------------ ----------------------- -------------- Consolidated Properties: Secured Debt: Jefferson Valley Mall 1/12/00 50,000 100.00% 50,000 Lakeline Plaza 2/28/00 33,000 100.00% 33,000 White Oaks Mall 3/1/00 16,500 54.92% 9,062 Eastgate Consumer Mall 3/31/00 22,929 100.00% 22,929 Trolley Square 7/23/00 8,141 90.00% 7,327 Crystal River 1/1/01 15,292 100.00% 15,292 Orland Square 9/1/01 50,000 100.00% 50,000 Highland Lakes Center 3/1/02 14,377 100.00% 14,377 Mainland Crossing 3/31/02 1,603 80.00% 1,282 Waterford Lakes 8/25/04 16,498 100.00% 16,498 North East Mall - 2 5/21/04 63,690 100.00% 63,690 Richmond Towne Square 7/15/03 37,319 100.00% 37,319 Shops @ Mission Viejo 9/14/03 84,622 100.00% 84,622 Arboretum 11/30/03 34,000 90.00% 30,600 Forum Phase I - Class A-2 5/15/04 44,385 60.00% 26,631 Forum Phase II - Class A-2 5/15/04 40,614 55.00% 22,338 CMBS Loan - Variable Component 12/15/07 50,000 100.00% 50,000 ---------------------- ---------------------- Total Consolidated Secured Debt 582,970 534,967 ====================== ====================== Unsecured Debt: SPG, L.P. Unsecured Loan 1/31/00 70,000 100.00% 70,000 SPG, L.P. Unsecured Loan 1/31/00 63,000 100.00% 63,000 CPI Merger Facility - 2 (1.4B) 3/24/00 450,000 100.00% 450,000 CPI Merger Facility - 3 (1.4B) 9/24/00 500,000 100.00% 500,000 Unsecured Revolving Credit Facility - (1.25B) 8/25/03 675,000 100.00% 675,000 ---------------------- ---------------------- Total Consolidated Unsecured Debt 1,758,000 1,758,000 ====================== ====================== Net Premium on Variable-Rate Indebtedness 983 982 ---------------------- ---------------------- Consolidated Variable Rate Debt 2,341,953 2,293,949 ====================== ====================== Interest Property Rate Terms of Terms of Name 09/30/99 Variable Rate Interest Rate Protection Agreement - ------------------------------------------ ------------ ----------------- -------------------------------------------- Consolidated Properties: Secured Debt: Jefferson Valley Mall 5.950% LIBOR + 0.550% LIBOR Capped at 8.70% through maturity Lakeline Plaza 6.200% LIBOR + 0.800% White Oaks Mall 6.802% LIBOR + 1.250% 90-day LIBOR set on August 30, 1999 Eastgate Consumer Mall 6.400% LIBOR + 1.000% Trolley Square 6.900% LIBOR + 1.500% Crystal River 7.400% LIBOR + 2.000% Orland Square 7.742% LIBOR + 0.500% LIBOR Swapped at 7.24% through maturity Highland Lakes Center 6.900% LIBOR + 1.500% Mainland Crossing 6.900% LIBOR + 1.500% Waterford Lakes 6.800% LIBOR + 1.400% North East Mall - 2 6.900% LIBOR + 1.500% Richmond Towne Square 6.400% LIBOR + 1.000% Shops @ Mission Viejo 6.450% LIBOR + 1.050% Arboretum 6.900% LIBOR + 1.500% Forum Phase I - Class A-2 6.190% 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 6.190% LIBOR + 0.300% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.19% CMBS Loan - Variable Component 6.155% LIBOR + 0.365% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.16% Total Consolidated Secured Debt Unsecured Debt: SPG, L.P. Unsecured Loan 6.050% LIBOR + 0.650% SPG, L.P. Unsecured Loan 6.140% LIBOR + 0.650% Through an interest rate protection agreement, effectively fixed at an all-in-one rate of 6.14% CPI Merger Facility - 2 (1.4B) 6.033% LIBOR + 0.650% CPI Merger Facility - 3 (1.4B) 6.033% LIBOR + 0.650% Unsecured Revolving Credit Facility - (1.25B) 5.990% LIBOR + 0.650% Subject to an 11.53% LIBOR cap on $90M and a 16.77% LIBOR cap on $50M. Total Consolidated Unsecured Debt Net Premium on Variable-Rate Indebtedness Consolidated Variable Rate Debt 25 of 39

SIMON PROPERTY GROUP Summary of Variable Rate Debt and Interest Rate Protection Agreements As of September 30, 1999 (In thousands) Principal SPG SPG's Interest Property Maturity Balance Ownership Share of Rate Terms of Name Date 09/30/99 % Loan Balance 09/30/99 Variable Rate -------- -------- -------- --------- ------------ -------- -------------- Joint Venture Properties: Tower Shops, The 3/13/00 12,900 50.00% 6,450 6.600% LIBOR + 1.200% Greendale Mall - 3 11/14/00 8,310 49.14% 4,083 7.450% LIBOR + 2.050% Dadeland Mall 12/10/00 140,000 50.00% 70,000 6.100% LIBOR + 0.700% Montreal Forum 1/31/02 6,439 35.63% 2,294 6.250% Canadian Prime Arizona Mills 2/1/02 142,214 26.32% 37,425 6.700% LIBOR + 1.300% Cape Cod Mall 4/1/03 50,149 49.14% 24,642 7.200% LIBOR + 1.800% Orlando Premium Outlets 5/20/04 5,299 50.00% 2,650 6.900% LIBOR + 1.500% Shops at Sunset Place, The 6/30/02 97,773 37.50% 36,665 6.650% LIBOR + 1.250% Concord Mills 12/2/03 146,879 37.50% 55,080 6.750% LIBOR + 1.350% CMBS Loan - Floating Component 5/1/03 185,000 50.00% 92,500 5.898% See Footnote (1) Circle Centre Mall -1 1/31/04 60,000 14.67% 8,802 5.840% LIBOR + 0.440% Circle Centre Mall -2 1/31/04 7,500 14.67% 1,100 6.900% LIBOR + 1.500% --------- --------- Total Joint Venture Properties 862,463 341,690 ========= ========= Total Variable Mortgage and Other Indebtedness 3,204,416 2,635,639 ========= ========= Property Terms of Name Interest Rate Protection Agreement -------- ------------------------------------------------------------------------ Joint Venture Properties: Tower Shops, The Two one-year extensions exist to extend maturity. Greendale Mall - 3 Dadeland Mall Montreal Forum Arizona Mills LIBOR Capped at 9.50% through maturity. Cape Cod Mall Orlando Premium Outlets Rate can be reduced based upon project performance. Shops at Sunset Place, The Rate can be reduced based upon project performance. Concord Mills CMBS Loan - Floating Component The Operating Partnership took assignment of an interest rate protection agreement (LIBOR cap of 11.67%) relating to this debt. Circle Centre Mall -1 LIBOR Capped at 8.81% through maturity. Circle Centre Mall -2 LIBOR Capped at 7.75% through maturity. Total Joint Venture Properties Total Variable Mortgage and Other Indebtedness Footnote: (1) Represents the weighted average interest rate. The following table summarizes variable rate debt: Total SPG Share --------- --------- Swapped debt 50,000 50,000 Capped debt "in the money" 197,999 161,969 Other hedged variable rate debt 584,714 329,827 Unhedged variable rate debt 2,371,703 2,093,843 --------- --------- 3,204,416 2,635,639 ========= ========= 26 of 39

SIMON PROPERTY GROUP New Development Activities As of September 30, 1999 Simon Non-Anchor Group's Actual/ Projected Sq. Footage Mall/ Ownership Projected Cost Leased/ GLA Location Percentage Opening (in millions) Committed(1) (sq. ft.) - -------------------------- ---------- --------- ------------ ------------ --------- Projects Recently Opened - -------------------------- The Mall of Georgia 50% 8/99 $246 81% 1,600,000 Buford, Georgia (Atlanta) Anchors/Major Tenants: Nordstrom (3/00), Rich's (11/00), Dillard's, Lord & Taylor, JCPenney, Galyan's, Bed Bath & Beyond, Haverty's, Regal 20 Cinemas, IMAX - -------------------------- ---------------------------------------------------------------------------------------- The Mall of Georgia Crossing 50% 8/99 $ 38 96% 441,000 Buford, GA (Atlanta) Anchors/Major Tenants: Target, Nordstrom Rack (4/00), Best Buy, Staples, TJMaxx & More - -------------------------- ---------------------------------------------------------------------------------------- Concord Mills 37.5% 9/99 $216 80% 1,400,000 Concord, NC (Charlotte) Anchors/Major Tenants: Books-A-Million, Bed Bath & Beyond, TJMaxx, Burlington Coat Factory, Bass Pro Outdoor World, AMC Theatres, Jillian's, Alabama Grill, Group USA, Sun & Ski, For Your Entertainment, John Q. Hammons, Embassy Suites Hotel, Host Marriott Services food court Projects Under Construction - -------------------------- ---------------------------------------------------------------------------------------- The Shops at North East Mall 100% 11/99 $ 42 85% 341,000 Hurst, TX Anchors/Major Tenants: Michaels, OfficeMax, PetsMart (2/00), TJMaxx, Bed Bath & Beyond, Just For Feet, Nordstrom Rack (5/00); anchor tenants opening summer 2000: Noodle Kidoodle, Ulta Cosmetics and Old Navy - -------------------------- ---------------------------------------------------------------------------------------- Waterford Lakes Town Center 100% 11/99 and $ 84 91% 975,000 Orlando, FL 11/00 (Phase I) Anchors/Major Tenants: Super Target, TJMaxx, Ross Dress for Less, Bed Bath & Beyond, Barnes & Noble, Waves Music; anchor tenants opening summer 2000: Old Navy and Regal 20- Plex Theatre; Phase II anchors include OfficeMax, PetsMart and Best Buy - -------------------------- ---------------------------------------------------------------------------------------- Orlando Premium Outlets 50% Mid 2000 $ 91 (2) 433,000 Orlando, FL Anchors/Major Tenants: To be announced - -------------------------- ---------------------------------------------------------------------------------------- Arundel Mills 37.5% Fall 2000 $230 (2) 1,400,000 Anne Arundel, MD Anchors/Major Tenants: Jillian's, Bed Bath & Beyond, Sun & Ski Sports, For Your Entertainment, Iguana Amerimex (1) Community Center leased/committed percentage includes owned anchor GLA. (2) Leasing still in preliminary stage. 27 of 39

SIMON PROPERTY GROUP Significant Renovation/Expansion Activities As of September 30, 1999 Total New or SPG Actual/ Projected Existing Incremental Mall/ Ownership Projected Cost GLA GLA Location Percentage Opening (in millions) (sq. ft.) (sq. ft.) - --------------------------- ------------ ----------- --------------- ----------- ------------- Projects Recently Opened - --------------------------- The Shops at Mission Viejo 100% 9/99 $146 817,000 427,000 Mission Viejo, CA Project Description: New Nordstrom, small shop expansion and renovation, new parking structure; New Saks Fifth Avenue (11/99); Robinson-May expansion and remodel (spring 2000); food court addition (fall 2000); Macy's expansion and remodel (2001) Projects Under Construction - --------------------------- Florida Mall 50% 11/99 $ 80 1,120,000* 608,000* Orlando, FL *excludes Nordstrom Project Description: Dillard's and JCPenney expansions, food court renovation (completed 1998); new Burdines, small shop expansion and mall renovation; new Nordstrom and additional small shops (spring 2002) - --------------------------- --------------------------------------------------------------------------------- LaPlaza Mall 100% 11/99, 3/00 $ 36 988,000 215,000 McAllen, TX & fall 2000 Project Description: Mall renovation; new Dillard's (3/00); JCPenney expansion and new small shops retrofitted from the existing Dillard's store (fall 2000) - --------------------------- --------------------------------------------------------------------------------- North East Mall 100% 10/99, fall 200 $103 1,141,000 308,000 Hurst, TX & 3/01 Project Description: New Dillard's, mall expansion and parking deck; Montgomery Ward remodel (10/99); JCPenney remodel and expansion and parking deck (11/99); new Saks Fifth Avenue, Sears remodel, mall renovation and parking deck (fall 2000); new Nordstrom (3/01) - --------------------------- --------------------------------------------------------------------------------- Palm Beach Mall 100% 11/99 $ 34 1,205,000 61,000 West Palm Beach, FL Project Description: Mall renovation and JCPenney remodel; new Dillard's (2/00) and Borders (4/00); Burdines remodel (summer 2000) - --------------------------- --------------------------------------------------------------------------------- Richmond Town Square 100% 12/99 $ 59 873,000 10,000 Cleveland, OH & 6/00 Project Description: New Kaufmann's, JCPenney remodel and mall renovation (opened 11/98); Sears remodel and new food court; new Sony Cinema (12/99); new Barnes & Noble (6/00) - --------------------------- --------------------------------------------------------------------------------- Town Center at Boca Raton 100% 10/99 $ 66 1,327,000 228,000 Boca Raton, FL & 11/00 Project Description: New, expanded and relocated Saks Fifth Avenue and new parking structure (10/99); Bloomingdale's expansion (11/99); new Nordstrom, Lord & Taylor expansion, mall expansion and renovation, food court renovation and new parking structure (11/00) 28 of 39

SIMON PROPERTY GROUP Capital Expenditures For the Nine Months Ended September 30, 1999 (In millions) Joint Venture Properties ------------------------ Simon Consolidated Group's Properties Total Share ---------- ----- ----- New Developments $209.0 $305.2 $133.7 Renovations and Expansions 172.3 37.5 17.2 Tenant Allowances-Retail 42.0 8.1 3.8 Tenant Allowances-Office .6 - - Capital Expenditures Recoverable from Tenants 3.5 11.5 5.3 Other (1) - - - ------ ------ ------ Totals $427.4 $362.3 $160.0 ====== ====== ====== (1) Primarily represents capital expenditures not recovered from tenants. 29 of 39

SIMON PROPERTY GROUP Gains on Land Sales For the Nine Months Ended September 30, 1999 and 1998 (In millions) Nine Months Ended September 30, 1999 1998 ---- ---- Consolidated Properties $10.7 $5.6 Simon Group's Share of Unconsolidated Entities 4.6 0.7 ----- ---- Totals $15.3 $6.3 ===== ==== 30 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 Forward Looking Statement - ------------------------- Welcome to the Simon Property Group third quarter 1999 earnings teleconference call. Please be aware that statements in this teleconference call that are not historical may be deemed forward-looking statements within the meaning of the federal securities laws. Although the Company believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The listener 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. Opening Comments (David Simon) - ------------------------------ We've had a very busy three months since our last earnings call and are pleased with our accomplishments including: . We met expectations and grew third quarter FFO per share 10.3% to $0.75. . We increased occupancy in the regional mall portfolio to 88.5%, as of 9/30. . We closed on the acquisition of 12 New England Development properties, and acquired a 50% interest in Mall of America. . We completed a three-year extension of our $1.25 billion unsecured corporate credit facility. . We opened 3 new development projects in Atlanta and Charlotte totaling 3.4 million square feet. Financial and Operational Results (Steve Sterrett) - -------------------------------------------------- Our financial and operational results for the period ended September 30, 1999 are as follows: For the quarter... . FFO on a fully diluted per share basis increased 10.3% to $0.75 per share in 1999 from $0.68 per share in 1998. . FFO of the Simon Portfolio was $180 million, an increase of 46% or $56.4 million, over the $123.6 million reported in 1998. . Total revenue increased 46% to $471.2 million. For the nine months... . FFO on a fully diluted per share basis increased 8.1% to $2.13 per share in 1999 from $1.97 per share in 1998. . FFO of the Simon Portfolio was $508.5 million, an increase of 46% or $160.1 million, over the $348.4 million reported in 1998. . Total revenue increased 47% to $1.4 billion. 31 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 Operating performance for the regional mall portfolio as of September 30, 1999 demonstrates continued health and vitality: . Occupancy was 88.5%, an increase of 80 basis points over the same period in 1998. . Average base rent was $26.75 per square foot, an increase of 15%. . Total sales per square foot increased 11%, to $356 per square foot, as compared to the prior year. . Comparable sales per square foot, i.e. sales of tenants who have been in place for at least 24 months, increased 13%, to $371. Comparable sales at comparable properties increased 6.4%. . Average initial base rent for new mall stores opened in 1999 was $30.27 per square foot, an increase of $6.14, or 25% over the tenants who closed or whose leases expired. We have had approximately 8 million square feet of leasing activity year-to-date. . Same property NOI growth for the nine months was 5.9%. Drivers of this growth were increases in occupancy and rents as well as SBV initiatives. As a point of reference, we do exclude all redevelopment activities from the computation of our comparable property NOI number. Liquidity and Capital Activities (Steve Sterrett) - ------------------------------------------------- In August, we completed a three year extension of our existing $1.25 billion unsecured corporate credit facility. The facility now matures in August 2002 and contains a one-year extension, at the Company's sole option. The facility's interest rate continues to be LIBOR plus 65 basis points. The facility also includes a money market competitive bid option program which has been quite successful and allows the Company to hold auctions at lower pricing for short term funds (30, 60 or 90 days) for up to $625 million. There was ample interest in the three-year extension as lender commitments were received from 31 financial institutions aggregating over $1.7 billion. We believe that it is a testament to the financial strength and performance of SPG that this line could be renewed for $1.25 billion at the same pricing and for up to four years. On October 18th, SPG refinanced a cross-collateralized and cross-defaulted debt pool for 11 community center assets with MetLife. The new financing added one community center, increased the loan amount from $140 to $170 million, extended the maturity date from December 2000 to November 2009, and reduced the interest rate from 8.75% to 7.78%. This transaction is accretive to FFO by more than $1 million annually. Regarding debt maturities; we have no remaining 1999 debt maturities. The only significant year 2000 maturity remaining for us is the two tranches of the CPI facility ($450 million due March 24th and $500 million due September 24th). Our current plan is to address these maturities through an unsecured debt offering, probably early in 2000. Keep in 32 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 mind, however, that we have substantial financial flexibility in addressing these maturities. We have approximately $600 million of available capacity on our corporate credit facility. And we have over $750 million of EBITDA generated annually from over 110 unencumbered assets, which would allow us to finance or sell an asset to raise capital, if necessary. Acquisition Activities (Steve Sterrett) - --------------------------------------- On August 30th, we announced the completion of the initial phase of the New England Development acquisition. SPG holds a 49% interest in a limited liability company that also includes JPMorgan Investment Management's Strategic Property Fund at 11%, New York State Teachers Retirement System at 26% and Teachers Insurance and Annuity Association at 14%. The joint venture acquired 10 malls and SPG assumed management responsibilities from NED's affiliated management company. In October, two additional NED closings were completed for Arsenal Mall in Watertown, MA, and Emerald Square in North Attleboro, MA. SPG expects to complete the acquisition of the last two NED assets by year-end: Liberty Tree Mall in Danvers, MA, and The Mall Rockingham Park in Salem, NH. We believe the financial impact from this acquisition will be consistent with our initial expectations, and we are pleased to add these high-quality assets to our portfolio and expand our presence in the Northeast, particularly in the Boston metropolitan market. We expect CALPERS, which currently owns almost 100% of the economics of the Mall at Rockingham Park, to remain invested in the mall as a 50% owner. Their continued involvement is a testament to the quality of the NED assets. In October, SPG acquired a 50% economic ownership interest in Mall of America from Teachers Insurance and Annuity Association, which retains ownership of the remaining 50% economic interest. SPG also acquired an interest in a 55 acre parcel of land adjacent to the mall. Mall of America (MOA) is one of the most recognized retail developments in the United States and comprises 2.8 million square feet of GLA with a 7-acre amusement park in the center. The mall is anchored by Nordstrom, Macy's, Bloomingdale's and Sears, and includes an area for retail entertainment, including Knott's Camp Snoopy. We are very pleased to add ownership of this highly productive mall of national and international renown to SPG's portfolio. Its 44 million customer visits each year make it one of the most visited malls in the world, creating unique opportunities for SPG and its tenants. Mall of America currently has sales productivity in excess of $500 per square foot. Prior to our acquisition, a $312 million financing on Mall of America was obtained, the net proceeds of which were distributed to Teachers. We paid $60.3 million in cash and issued $25 million of 8% perpetual preferred stock to Teachers (plus the assumption of debt) for the acquisition of our 50% economic ownership interest. We expect the return on our equity investment to be 17% in the initial year of ownership. 33 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 The capitalization rate, based on in-place income at the date of acquisition of over $45 million, was 9.5%. We expect it to increase to 10% in the first full year of ownership. The transaction will be immediately accretive to SPG earnings with significant future upside available as a result of: . Lease rollovers--over 500,000 square feet of leases with embedded revenue growth opportunities are scheduled to expire over the next four years. Remember that MOA opened in 1992 and was initially leased during the retail industry's turmoil of the early `90's. . Future development potential exists through our ownership of 55 acres of peripheral land adjacent to MOA, the site of the former Met Center. . Implementation of additional SBV initiatives will generate incremental revenues. Dispositions (Steve Sterrett) - ----------------------------- Progress continues on the disposition of our previously identified non-core assets. During the first half of 1999, we attempted to find a single buyer, without success, for an entire portfolio of 15 malls. In July, we began marketing the assets individually in hopes of finding local or regional buyers for the assets. We have three separate transactions, encompassing a total of 6 properties, currently in the works. All have letters of intent executed, and the buyers are performing due diligence as we work toward definitive contracts. These transactions will aggregate more than $130 million, and at least a couple could close before year-end. We also have under contract a portfolio of 6 community centers for sale which will aggregate in excess of 30 million dollars. We are also actively working with several buyers on the remainder of the original 15 assets, as well as aggressively marketing our remaining office assets. If successful on all of these efforts, proceeds from dispositions could approach $600 million. New Development and Redevelopment Activities (Rick Sokolov) - ----------------------------------------------------------- We had a productive quarter with three new developments opening, totaling 3.4 million square feet of GLA: . The Mall of Georgia and The Mall of Georgia Crossing opened in August, and 34 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 . Concord Mills opened in September. The Mall of Georgia is off to a great start hosting over 3 million shoppers since the center opened. Based on the first several months, traffic projections for the holiday season alone are at 6 million people. The mall has drawn a significant tourist trade, including international tourism that was not anticipated. 80-90% of the retailers are exceeding their plan. Disney was #4 in their chain on the East Coast, which includes New York City, and Old Navy has been doing 3 to 4 times the volume of some of their freestanding stores in the area. Finally, Mall of Georgia was #1 in the company for the quarter for MALLPeRKS, with 7,000 newly enrolled, paid members. Nordstrom will open at Mall of Georgia in March 2000, while Rich's will open in November 2000. Concord Mills opened September 17th, and car and people counters in the first month of business recorded over 500,000 cars with more than 1.5 million people. Weekend traffic alone has been averaging over 250,000 people. Tenant sales have been strong. Some of the better quality retailers such as Tommy Hilfiger, Polo and Polo Jeans, Nautica and Banana Republic, opened for the first time with a Mills grand opening, and all are producing very well. Banana Republic was in the top 3 in the first month; Polo Jeans was in the top 2; and Ann Taylor Loft was in the top 5. Concord has all three divisions of the Gap--Gap, Old Navy and Banana Republic--and management is very pleased with how well they're doing. The shoppertainment component--Jillian's, Nascar Silicon Speedway and Alabama Grill--is also experiencing strong traffic and sales. To finish out the year on the new development side, we will open The Shops at North East Mall in Hurst, Texas, and the first phase of Waterford Lakes Town Center in Orlando. Located adjacent to Simon's recently redeveloped North East Mall, The Shops at North East Mall is approximately 85% leased. Phase I of Waterford Lakes Town Center is 91% leased. Both centers are opening tenants through out the month of November. Our redevelopment program has had a very productive quarter, and significant components have opened at The Shops at Mission Viejo. Nordstrom opened in September, and Saks is opening November 18th. We have added almost 100,000 square feet of small shop space at Mission, and the entire center has been renovated and is 100% leased. At Florida Mall, Burdines opened a 200,000 square foot flagship store two weeks ago. And this week, we will open a 200,000 square foot small shop expansion at Florida Mall that is 100% leased. Saks has opened a new, expanded store at Town Center at Boca, which is doing very well. We will open Nordstrom at Town Center at Boca in the fall of next year and then open Nordstrom at Florida Mall in the spring of 2002. Our redevelopment program continues to accelerate, and we have been producing substantial sales increases at these properties. Our typical, detailed disclosure for new development and redevelopment activities will be provided in our 8-K that should be filed by the end of the week. 35 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 International (Rick Sokolov) As a logical next step in our international strategy, we have established a London office. Hans Mautner, former CEO of Corporate Property Investors and Vice Chairman of SPG, is the Chairman of Simon Global Limited, SPG's division focused upon the pursuit of the Company's international initiatives, and has relocated to London. Jim Giuliano is the President of Simon Global Limited and will continue to be based out of Indianapolis. We now have a total of 5 projects open and operating (3 in Poland and 2 in France). Initial unlevered yields have been consistently in the 15% range. We have invested $37.5 million in Europe to date, with SPG commitments for additional funding totaling $25 million, subject to certain performance criteria. SPG is committed to bring to its international initiatives the same dedication, creativity and professional expertise, which have made us the preeminent shopping center company in the United States. We expect to be a significant factor in the ongoing globalization of retailing and the shopping center industry. To this extent, one of our strategies will be to pursue additional external funding alternatives. Simon Brand Ventures (David Simon) Year-to-date growth in Simon Brand Ventures' income is in line with our expectations. SBV has provided $31.4 million in income YTD in 1999 as compared to $15.5 million for the first nine months of 1998. Some of this growth is due to new SBV initiatives that have continued to rollout throughout 1998 and 1999, and some growth is attributed to the implementation of existing SBV initiatives in newly acquired properties. The list of strategic initiatives and alliances continues to grow. In October, we announced a $1.5 billion energy outsource agreement with Enron Energy Services, a subsidiary of Enron, and a leading provider of energy outsourcing services. Through the ten-year alliance, Enron will supply or manage all of the energy commodity requirements throughout SPG's portfolio to deliver best-in- class energy management services to our retailers and shoppers. We expect to achieve significant cost savings and revenue increases in our energy operations through Enron's ability to acquire energy on a lower cost basis, as well as Enron's investment in updating equipment and technology. We are also working on 2 major additional initiatives that we expect to be in a position to announce before year-end. 36 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 Internet Initiatives (David Simon) Last week we announced Simon's internet strategy, and I, personally, am very excited about the opportunities available to us through the digital world. We are fully committed to leading our retailers and shoppers to the next evolution of commerce, blending the overwhelming brand importance and social experience of mall shopping with the convenience of e-commerce. We have developed a comprehensive, three-tier strategy to support our digital initiatives, and Melanie Alshab, Simon's Chief Information Officer and President of clixnmortar.com is here to explain. Melanie Alshab The three initial elements of our strategy address the following: 1. Digitizing the existing assets of Simon retail properties by implementing web sites for all Simon properties; 2. Building new revenue streams, such as the wiring of the mall for broadband capabilities; and 3. Incubating strategic ventures through clixnmortar.com, our venture creation subsidiary. The initial two tiers of Simon's digital initiatives will benefit Simon mall properties across the country, as well as the thousands of retailers and the millions of shoppers within our properties. Simon.com--the company's website that was launched in 1997--has undergone numerous enhancements, including the ability to purchase gift certificates and sign up for MALLPeRKS online. Individual mall websites, which just went live last week, can be accessed from the corporate website and offer community and mall events, sponsor information, shopping forums, and general shopping tips and advice. When you're headed to your favorite Simon mall, you can access the mall website to check for special sales and shopping information specific to your destination. Simon mall web sites are also e-commerce enabled by providing links to Simon Tenant web sites from the mall directory, which means if you click on a mall retailer, it will take you to that retailer's website. We have also created an enhanced broadband network called TenantConnect.net that is currently being beta tested in seven Simon malls with numerous retailers. TenantConnect.net is a national retail Extranet that provides a cost effective, reliable, enhanced broadband platform for applications such as tenant event cybercasts, in-store multimedia presentations and Internet access, as well as normal store system operations. TenantConnect provides the conduit in which retailers can tie their physical and virtual capabilities, thereby enhancing the shopping experience. TenantConnect.com is 100% owned by Simon. 37 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 Last week, we launched the most significant element of our digital strategy-- clixnmortar.com, a Simon subsidiary that leverages the company's physical mall space, its 2.3 billion annual shopper visits, and its relationships with our industry's foremost retailers--to provide consumers with connected and continuous online and offline experiences. Over the weekend, clixnmortar successfully test-launched FastFrog.com in Atlanta at Gwinnett Place and Mall of Georgia. Teens loved it! It rides the wave of technology with an exciting and hip product. This is how it works: . Teens scan items from favorite retailers using a hand-held "ZapStick". They can specify items for any gift-related occasion on a personalized Web site and then email their list to friends, family, anybody who buys them gifts. . The FastFrog.com experience represents the first time retail has accessed the incredible purchasing power of teens by providing a customized retail experience that is more fun or efficient than either e-commerce or physical malls alone. . Teens wield immense shopping power--their influence over their parents' shopping habits will total more than $14 billion in 1999--and FastFrog takes advantage of that potential. . We have already built numerous alliances with leading retailers, including Abercrombie & Fitch, American Eagle Outfitters, Foot Locker, and Camelot to conduct this test. Also test launching in Atlanta this winter is YourSherpa.com. Like FastFrog, YourSherpa utilizes a sophisticated shopping tool that blends hand-held and online wish list technology. YourSherpa will help busy adults shop in a more efficient manner: . First, shoppers scan their selected items from their favorite retailers. . Payment is then made through a single channel--not with each individual retailer. . Finally, the labor intensive shopping fulfillment processes, like wrapping and delivery, are outsourced to a trusted Sherpa Shopper. . YourSherpa.com will be tested in Lenox Square. Clixnmortar.com will become an important vehicle for incubating other ideas blending "place and space." We are actively working on five such concepts and have had over 100 concepts submitted to us. Additionally, last week we made an equity investment in Piiq.com, a firm that aggregates online shopping. All of these initiatives combine to take shopping to a new level--whether in- mall or on-line--and provide a connection between our shoppers and retailers. 38 of 39

SIMON PROPERTY GROUP Conference Text November 9, 1999 Conclusion (David Simon) We have articulated a long-term strategy to you to increase the quality, scale and major market presence of our portfolio. We believed this was the appropriate course of action because: . It increased our leverage with tenants . It allowed for the creation of Simon Brand Ventures and accelerated its growth . We believe a high quality portfolio is recession resistant, and . We believe a high quality portfolio is synergistic with our e-commerce initiatives. All of the elements of this long-term strategy are now in place. We have a portfolio of unmatched size--over 180 million square feet--and quality, with sales over $370 per square foot. We have major market penetration, with 75 malls in the country's top 20 ADI markets. Our Simon Brand Ventures group is on pace to produce over $40 million of net profits in 1999, and our newly announced internet initiatives are off to a strong start. All of this was also accomplished with an eye toward the balance sheet, preserving our financial strength and enhancing our financial flexibility. We look forward to 2000 and beyond with this unmatched platform for growth in place. 39 of 39