SEC Filing | Simon Property Group, L.P.

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Prepared by MERRILL CORPORATION

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 13, 2001

SIMON PROPERTY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14469	046268599
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

115 WEST WASHINGTON STREET
INDIANAPOLIS, INDIANA		46204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 317.636.1600

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events

On November 8, 2001, the Registrant issued a press release containing information on earnings for the quarter ended September 30, 2001 and other matters. A copy of the press release is included as an exhibit to this filing.

On November 8, 2001, the Registrant held a conference call to discuss earnings for the quarter ended September 30, 2001 and other matters. A transcript of this conference call is included as an exhibit to this filing.

On November 13, 2001, the Registrant made available additional ownership and operation information concerning the Registrant, SPG Realty Consultants, Inc. (the Registrant’s paired-share affiliate), Simon Property Group, L.P., and properties owned or managed as of September 30, 2001, 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:

Exhibit No.		Description

99.1		Supplemental Information as of September 30, 2001

99.2		Earnings Release for the quarter ended September 30, 2001

99.3		Teleconference Text for the quarter ended September 30, 2001

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 13, 2001

SIMON PROPERTY GROUP, INC.


	By:	/s/ Stephen E. Sterrett
		Stephen E. Sterrett,
		Executive Vice President and
		Chief Financial Officer

SIMON PROPERTY GROUP

Table of Contents

As of September 30, 2001

Description

Exhibit 99.1		Supplemental Information

		Overview

		Ownership Structure

		Reconciliation of Income to Funds from Operations (“FFO”)

		Selected Financial Information

		Portfolio GLA, Occupancy & Rent Data

		Rent Information

		Lease Expirations

		Debt Amortization and Maturities by Year

		Summary of Indebtedness

		Summary of Indebtedness by Maturity

		Summary of Variable Rate Debt and Interest Rate Protection Agreements

		New Development Activities

		Significant Renovation/Expansion Activities

		Capital Expenditures

Exhibit 99.2		Press Release

Exhibit 99.3		Teleconference Text – November 8, 2001

Prepared by MERRILL CORPORATION

Exhibit 99.1

SIMON PROPERTY GROUP

Overview

The Company

Simon Property Group, Inc. (“SPG”) (NYSE:SPG) is a self-administered and self-managed real estate investment trust (“REIT”). Simon Property Group, L.P. (the “Operating Partnership”) is a subsidiary partnership of SPG. Shares of SPG are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. (“SRC”, and together with SPG, the “Company”). The Company and the Operating Partnership (collectively the “Simon Group”) are engaged primarily in the ownership, operation, management, leasing, acquisition, expansion and development of real estate properties, primarily regional malls and community shopping centers.

At September 30, 2001, the Company, directly or through the Operating Partnership, owned or had an interest in 250 properties which consisted of regional malls, community shopping centers, and specialty and mixed-use properties containing an aggregate of 185 million square feet of gross leasable area (GLA) in 36 states and six assets in Europe and Canada. The Company, together with its affiliated management companies, owned or managed approximately 189 million square feet of GLA in retail and mixed-use properties.

This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) debt information as of September 30, 2001, for the Company and the Operating Partnership.

Certain statements contained in this Supplemental Package may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that forward-looking statements involve risks and uncertainties, which may affect the business and prospects of the Company and the Operating Partnership. We direct you to the Company’s various filings with the Securities and Exchange Commission including Form 10-K and Form 10-Q for a detailed discussion of risks and uncertainties.

We hope you find this Supplemental Package beneficial. Any questions, comments or suggestions should be directed to: Shelly J. Doran, Director of Investor Relations-Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207. Telephone: (317) 685-7330; e-mail: sdoran@simon.com

Simon Property Group Economic Ownership Structure ⁽¹⁾

September 30, 2001

Simon Property Group, Inc. ^(2)(3)(4)



Common Shareholders		Shares				%
Public Shareholders		167,155,128			96.8			%
Simon Family		4,353,311			2.5			%
DeBartolo Family		34,665			0.0			%
Executive Management ⁽⁵⁾		1,276,157				0.7		%
		172,819,261			⁽⁴⁾		100.0	%
	á
	\|								Ownership of Simon Property Group, L.P.
	\|
	\|			171,148,317 units					Simon Property Group, Inc.	%
	\|								Public Shareholders	70.2	%
	\|								Simon Family	1.8	%
	\|								DeBartolo Family	0.0
									Executive Management ⁽⁵⁾	0.5	%
									Subtotal	72.5	%
	Simon Property Group, L.P.								Limited Partners
			236,037,664 units						Simon Family	14.7	%
									DeBartolo Family	9.2	%
	\|								Executive Management ⁽⁵⁾	0.1	%
	\|								Other Limited Partners	3.5	%
	\|			64,889,347 units					Subtotal	27.5	%
	\|								Total	100.0	%
	\|
	â
Limited Partners (“Limited Partners”)

Unitholders		Units				%
Simon Family		34,584,455			53.3			%
DeBartolo Family		21,759,328			33.5			%
Executive Management ⁽⁵⁾		153,498			0.2			%
Other Limited Partners		8,392,066				13.0		%
		64,889,347			100.0			%

(1) Schedule excludes preferred stock (see "Preferred Stock/Units Outstanding") and units not convertible into common stock.

(2) Managing general partner of Simon Property Group, L.P.

(3) Shares of Simon Property Group, Inc. ("SPG") are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc.

(4) The number of outstanding shares of common stock of SPG exceeds the number of Simon Property Group, L.P. units owned by SPG by 1,670,944. This is the result of the direct ownership of Ocean County Mall by SPG, partially offset by units issued to SPG in exchange for Northshore Mall.

(5) Executive management excludes Simon family members.

SIMON PROPERTY GROUP

Changes in Common Shares and Unit Ownership

For the Period from December 31, 2000 through September 30, 2001

	Operating
	Partnership		Company
	Units⁽¹⁾		Common Shares⁽²⁾

Number Outstanding at December 31, 2000	64,966,226		171,945,760

Restricted Stock Awards (Stock Incentive Program), Net	-		457,853

Issuance of Stock for Stock Option Exercises	-		368,851

Conversion of Series A Preferred Stock into Common Stock	-		46,797

Conversion of Units into Cash	(85,064	)	-

Issuance of Units in Connection with Liberty Tree Mall	8,185		-


Number Outstanding at September 30, 2001	64,889,347		172,819,261

Total Common Shares and Units Outstanding at September 30, 2001:
237,708,608⁽²⁾

Details for Diluted FFO Calculation:

Company Common Shares Outstanding at September 30, 2001		172,819,261

Number of Common Shares Issuable Assuming Conversion of:

Series A Preferred 6.5% Convertible⁽³⁾		1,893,651
Series B Preferred 6.5% Convertible⁽³⁾		12,490,773

Net Number of Common Shares Issuable Assuming Exercise of Stock Options		323,785

Diluted Common Shares Outstanding at September 30, 2001		187,527,470

Fully Diluted Common Shares and Units Outstanding at September 30, 2001:

252,416,817

(1) Excludes units owned by the Company (shown here as Company Common Shares) and units not convertible into common shares.

(2) Excludes preferred units relating to preferred stock outstanding (see Schedule of Preferred Stock Outstanding).

(3) Conversion terms provided in footnotes (1) and (2) on page 8 of this document.

SIMON PROPERTY GROUP

Preferred Stock/Units Outstanding

As of September 30, 2001

($ in 000’s)

			Per Share	Aggregate
		Number of	Liquidation	Liquidation	Ticker
Issuer	Description	Shares/Units	Preference	Preference	Symbol

Preferred Shares:
Convertible
Simon Property Group, Inc.	Series A Preferred	49,839	$1,000	$49,839	N/A
	6.5% Convertible ⁽¹⁾
Simon Property Group, Inc.	Series B Preferred	4,830,057	$100	$483,006	SPGPrB
	6.5% Convertible ⁽²⁾

Perpetual
Simon Property Group, Inc.	Series E Preferred 8% Cumulative Redeemable⁽³⁾	1,000,000	$25	$25,000	N/A
Simon Property Group, Inc.	Series F Preferred	8,000,000	$25	$200,000	SPGPrF
	8 ¾% Perpetual ⁽⁴⁾
Simon Property Group, Inc.	Series G Preferred 7.89% Perpetual⁽⁵⁾	3,000,000	$50	$150,000	SPGPrG

Preferred Units:
Simon Property Group, L.P.	Series C 7% Cumulative Convertible Preferred⁽⁶⁾	2,600,895	$28	$72,825	N/A
Simon Property Group, L.P.	Series D 8% Cumulative Redeemable Preferred ⁽⁷⁾	2,600,895	$30	$78,027	N/A

(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, 2001, was $76.97 per share. (The conversion prices of the Series A and Series B Convertible Preferred Stock are subject to adjustment by the Company in connection with certain events.)

(3) Issued in connection with the acquisition of Mall of America. Simon Property Group, Inc. Series E Preferred 8% Cumulative Redeemable Stock is not redeemable prior to August 27, 2004.

(4) Represent securities issued to holders of substantially identical securities of SPG Properties, Inc., a former subsidiary of SPG which was merged into SPG effective July 1, 2001. The shares are redeemable on or after September 29, 2006. The shares are not convertible into any other securities of SPG. The shares are traded on the New York Stock Exchange. The closing price on September 30, 2001, was $24.95 per share.

(5) Represent securities issued to holders of substantially identical securities of SPG Properties, Inc., a former subsidiary of SPG which was merged into SPG effective July 1, 2001. 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%. The shares are not convertible into any other securities of SPG. The shares are traded on the New York Stock Exchange. The closing price on September 30, 2001 was $46.50 per share.

(6) Issued in connection with the New England Development Acquisition. Each unit/share is convertible into 0.75676 shares of common stock on or after August 27, 2004 if certain conditions are met. Each unit/share is not redeemable prior to August 27, 2009.

(7) Issued in connection with the New England Development Acquisition. Each unit/share is not redeemable prior to August 27, 2009.

SIMON PROPERTY GROUP

Reconciliation of Income to Funds From Operations ("FFO")

As of September 30, 2001

(Amounts in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
The Operating Partnership	2001			2000			2001			2000

Income Before Extraordinary Items and Cumulative Effect of Accounting Change (1)(2)	$	69,585		$	77,434		$	203,330		$	224,482

Plus: Depreciation and Amortization from Combined Consolidated Properties	110,799			105,600			323,545			302,742

Plus: Simon's Share of Depreciation and Amortization from Unconsolidated Entities	33,955			30,395			98,675			87,251

Plus: Write-off of Technology Investments	16,645			-			16,645			-

Less: (Gain) Loss on Sales of Real Estate	131			(151		)	(2,552		)	(8,809		)

Less: Minority Interest Portion of Depreciation, Amortization and Extraordinary Items	(1,540		)	(1,491		)	(4,527		)	(4,446		)

Less: Preferred Distributions (including those of subsidiary)	(19,334		)	(19,334		)	(58,111		)	(58,074		)

FFO of the Simon Portfolio	$	210,241		$	192,453		$	577,005		$	543,146
Percent Increase	9.2		%				6.2		%



FFO of the Simon Portfolio	$	210,241		$	192,453		$	577,005		$	543,146

Basic FFO per Paired Share:

Basic FFO Allocable to the Companies	$	152,683		$	139,472		$	418,965		$	394,021

Basic Weighted Average Paired Shares Outstanding	172,746			172,759			172,413			173,216

Basic FFO per Paired Share	$	0.88		$	0.81		$	2.43		$	2.27
Percent Increase	8.6		%				7.0		%

Diluted FFO per Paired Share:

Diluted FFO Allocable to the Companies	$	162,847		$	148,962		$	447,549		$	421,997

Diluted Weighted Average Number of Equivalent Paired Shares	187,416			187,293			187,153			187,803

Diluted FFO per Paired Share	$	0.87		$	0.80		$	2.39		$	2.25
Percent Increase	8.8		%				6.2		%

(1) Includes gains on land sales of $5.0 million and $6.3 million for the three months ended September 30, 2001 and 2000, respectively, and $8.3 million and $10.8 million for the nine months ended September 30, 2001 and 2000, respectively.

(2) Includes straight-line adjustments to minimum rent of $3.3 million and $4.6 million for the three months ended September 30, 2001 and 2000, respectively, and $9.4 million and $14.9 million for the nine months ended September 30, 2001 and 2000, respectively.

SIMON PROPERTY GROUP

Selected Financial Information

As of September 30, 2001

(In thousands, except as noted)

	As of or for the
	Nine Months Ended
	September 30,
	2001			2000			% Change
Financial Highlights of the Company

Total Revenue - Consolidated Properties	$	1,479,593		$	1,459,436		1.4	%

Total EBITDA of the Simon Group Portfolio	$	1,569,950	⁽⁵⁾	$	1,506,114		4.2	%
Simon Group's Share of EBITDA	$	1,190,650	⁽⁵⁾	$	1,160,380		2.6	%

Net Income Available to Common Shareholders	$	103,936		$	111,280		-6.6	%
Basic Net Income per Paired Share	$	0.60		$	0.64		-6.3	%
Diluted Net Income per Paired Share	$	0.60		$	0.64		-6.3	%

FFO of the Simon Portfolio	$	577,005		$	543,146		6.2	%
Basic FFO Allocable to the Companies	$	418,965		$	394,021		6.3	%
Diluted FFO Allocable to the Companies	$	447,549		$	421,997		6.1	%
Basic FFO per Paired Share	$	2.43		$	2.27		7.0	%
Diluted FFO per Paired Share	$	2.39		$	2.25		6.2	%

Distributions per Paired Share	$	1.575		$	1.515		4.0	%


Operational Statistics

Occupancy at End of Period:
Regional Malls ⁽¹⁾	90.6		%	90.5		%	0.1	%
Community Shopping Centers ⁽²⁾	86.0		%	91.8		%	-5.8	%

Average Base Rent per Square Foot:
Regional Malls ⁽¹⁾	$	29.03		$	27.97		3.8	%
Community Shopping Centers ⁽²⁾	$	9.81		$	9.22		6.4	%

Releasing Spread, Regional Malls:
Opening Base Rent per Square Foot	$	35.29		$	33.78		4.5	%
Closing Base Rent per Square Foot	$	28.61		$	30.10		-5.0	%
Releasing Spread per Square Foot	$	6.68		$	3.68		81.5	%
Percentage Increase	23.3		%	12.2		%	11.1	%

Regional Malls:
Total Tenant Sales Volume, in millions⁽³⁾⁽⁴⁾	$	11,161		$	10,842		2.9	%
Comparable Sales per Square Foot ⁽⁴⁾	$	380		$	385		-1.3	%
Total Sales per Square Foot ⁽⁴⁾	$	378		$	375		0.8	%

Number of U.S. Properties Open at End of Period	250			251			-0.4	%

Total U.S. GLA at End of Period, in millions of square feet	184.8			184.1			0.4	%

(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.

(5) Excludes technology initiatives.

SIMON PROPERTY GROUP

Selected Financial Information

As of September 30, 2001

(In thousands, except as noted)

	September 30,		September 30,
Equity Information	2001		2000

Limited Partner Units Outstanding at End of Period	64,889		64,966
Paired Shares Outstanding at End of Period	172,819		171,935

Total Common Shares and Units Outstanding at End of Period	237,709		236,901

Basic Weighted Average Paired Shares Outstanding	172,413		173,216
Diluted Weighted Average Number of Equivalent Paired Shares⁽¹⁾	187,153		187,803




	September 30,		December 31,
	2001		2000
Debt Information

Consolidated Debt	$	8,792,090	$	8,728,582

Simon Group's Share of Joint Venture Debt	$	2,281,283	$	2,186,197


Debt-to-Market Capitalization

Common Stock Price at End of Period	$	26.91	$	24.00

Equity Market Capitalization ⁽²⁾	$	7,346,851	$	6,596,008

Total Consolidated Capitalization	$	16,138,941	$	15,324,590

Total Capitalization - Including Simon Group's Share of JV Debt	$	18,420,224	$	17,510,787

(1) Diluted for purposes of computing FFO per share.

(2) Market value of Common Stock, Units and all issues of Preferred Stock of SPG .

SIMON PROPERTY GROUP

Portfolio GLA, Occupancy & Rent Data

As of September 30, 2001

						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	97,015,040	30,139,735	27.2	%	97.4	%	$3.93

-Mall Store	56,310,309	56,262,412	50.8	%	90.7	%	$29.75
-Freestanding	3,697,269	1,938,162	1.7	%	90.0	%	$9.30
Subtotal	60,007,578	58,200,574	52.5	%	90.6	%	$29.03


Regional Mall Total	157,022,618	88,340,309	79.7	%	93.0	%

Community Shopping Centers

-Anchor	12,756,415	8,143,108	7.3	%	86.6	%	$7.92
-Mall Store	4,378,652	4,292,894	3.9	%	84.6	%	13.56
-Freestanding	786,132	324,380	.3	%	88.8	%	9.08
Community Ctr. Total	17,921,199	12,760,382	11.5	%	86.0	%	$9.81

Office Portion of Mixed-Use Properties	2,524,311	2,524,311	2.3	%	86.2	%	$19.07

Value-Oriented Super-Regional Malls	6,448,390	6,323,390	5.7	%	93.0	%	$17.47

Other	842,714	831,738	.8	%


GRAND TOTAL	184,759,232	110,780,130	100.00	%

Occupancy History

		Community
As of	Regional Malls⁽¹⁾	Shopping Centers⁽²⁾

9/30/01	90.6%	86.0%
9/30/00	90.5%	91.8%
12/31/00	91.8%	91.5%
12/31/99	90.6%	88.6%
12/31/98	90.0%	91.4%
12/31/97	87.3%	91.3%
12/31/96	84.7%	91.6%

(1) Includes mall and freestanding stores.

(2) Includes all Owned GLA.

SIMON PROPERTY GROUP

Rent Information

As of September 30, 2001

Average Base Rent
	Mall & Freestanding		% Change	Community Shopping Centers		% Change
As of	Stores at Regional Malls		% Change	Community Shopping Centers		% Change


9/30/01	$	29.03	3.8%	$	9.81	6.4%
9/30/00	27.97		-	9.22		-

12/31/00	$	28.31	3.6%	$	9.36	12.0%
12/31/99	27.33		6.3	8.36		8.9
12/31/98	25.70		8.7	7.68		3.2
12/31/97	23.65		14.4	7.44		-2.7
12/31/96	20.68		7.8	7.65		4.9

Rental Rates

	Base Rent ⁽¹⁾
	Store Openings		Store Closings		Amount of Change
Year	During Period		During Period		Dollar			Percentage

Regional Malls:
2001 (YTD)	$	35.29	$	28.61	$	6.68		23.3	%
2000	35.13		29.24		5.89			20.1
1999	31.25		24.55		6.70			27.3
1998	27.33		23.63		3.70			15.7
1997	29.66		21.26		8.40			39.5
1996	23.59		18.73		4.86			25.9


Community Shopping Centers:
2001 (YTD)	$	13.06	$	7.61	$	5.45		71.6	%
2000	14.21		11.51		$	2.70		23.5
1999	10.26		7.44		2.82			37.9
1998	10.43		10.95		(0.52		)	(4.7	)
1997	8.63		9.44		(0.81		)	(8.6	)
1996	8.18		6.16		2.02			32.8

(1) Represents the average base rent in effect during the period for those tenants who signed leases as compared to the average base rent in effect during the period for those tenants whose leases terminated or expired.

SIMON PROPERTY GROUP

Lease Expirations⁽¹⁾

As of September 30, 2001

	Number of	Square	Avg. Base Rent
Year	Leases Expiring	Feet	per Square Foot
			at 9/30/01
Regional Malls - Mall & Freestanding Stores

2001 (10/1 - 12/31)	237	495,379	$27.22
2002	1,839	3,509,546	28.84
2003	1,976	4,408,775	30.43
2004	1,812	4,513,076	30.35
2005	1,708	5,272,402	28.80
2006	1,739	4,865,862	30.26
2007	1,434	4,318,057	31.77
2008	1,285	4,402,405	30.97
2009	1,331	4,352,256	28.85
2010	1,549	4,673,593	32.98
TOTALS	14,910	40,811,351	$30.37


Regional Malls - Anchor Tenants

2001 (10/1 - 12/31)	-	-	-
2002	15	1,731,048	$1.78
2003	16	1,999,403	2.21
2004	26	2,528,258	3.30
2005	25	3,176,590	2.23
2006	23	2,915,254	2.92
2007	9	1,217,125	1.87
2008	16	1,682,610	4.34
2009	16	1,986,791	2.82
2010	14	1,392,776	4.01
TOTALS	160	18,629,855	$2.80


Community Centers - Mall Stores & Freestanding Stores

2001 (10/1 - 12/31)	16	40,188	$13.28
2002	198	439,579	12.41
2003	164	548,488	12.32
2004	162	511,462	13.59
2005	183	637,510	14.66
2006	116	467,569	14.08
2007	38	286,378	10.27
2008	17	124,444	14.07
2009	15	85,993	18.44
2010	25	192,020	14.79
TOTALS	934	3,333,631	$13.38

Community Centers - Anchor Tenants

2001 (10/1 -12/31)	-	-	-
2002	5	165,825	$6.41
2003	13	379,033	6.69
2004	12	410,586	5.09
2005	17	680,836	6.73
2006	14	556,689	6.20
2007	13	483,661	6.14
2008	9	237,172	11.00
2009	13	530,990	7.27
2010	19	719,935	9.62
TOTALS	115	4,164,727	$7.24

(1) Does not consider the impact of options to renew that may be contained in leases.

SIMON PROPERTY GROUP

SPG's Share of Total Debt Amortization and Maturities by Year

As of September 30, 2001

(In thousands)

		SPG's Share of			SPG's Share of			SPG's Share of
		Secured			Unsecured			Unconsolidated		SPG's Share of
		Consolidated			Consolidated			Joint Venture		Total
Year		Debt			Debt			Debt		Debt



2001	1	50,753			0			2,966		53,719
2002	2	297,339			422,929			115,040		835,308
2003	3	577,835			1,298,000			309,818		2,185,653
2004	4	710,878			803,535			214,641		1,729,054
2005	5	196,409			660,000			346,014		1,202,423
2006	6	174,780			550,000			332,567		1,057,347
2007	7	380,528			180,000			142,399		702,927
2008	8	50,936			200,000			302,799		553,734
2009	9	338,477			450,000			46,971		835,448
2010	10	106,081			0			300,650		406,731
Thereafter		468,889			725,000			160,571		1,354,461

Subtotal Face Amounts		$	3,352,905		$	5,289,464		$	2,274,437	$	10,916,806

Premiums and Discounts on Indebtedness, Net		(2,354		)	(4,868		)	6,846		(376		)

SPG's Share of Total Indebtedness		$	3,350,551		$	5,284,596		$	2,281,283	$	10,916,430

SIMON PROPERTY GROUP

Summary of Indebtedness

As of September 30, 2001

(In thousands)

			SPG's Share ofIndebtedness
	Total Indebtedness				Weighted Avg.		Weighted Avg. Years
	Total Indebtedness				Interest Rate		to Maturity

Consolidated Indebtedness

Mortgage Debt
Fixed Rate (1)	2,686,455		2,548,276		7.37	%	6.0
Other Hedged Debt	87,000		75,250		5.69	%	2.3
Floating Rate Debt	737,138		729,379		3.34	%	2.8

Total Mortgage Debt	3,510,593		3,352,905		6.58	%	5.3

Unsecured Debt
Fixed Rate	4,318,200		4,318,200		7.21	%	5.4
Floating Rate Debt	183,264		183,264		5.97	%	0.6
Subtotal	4,501,464		4,501,464		7.16	%	5.2

Revolving Corporate Credit Facility	583,000		583,000		3.28	%	1.9
Revolving Corporate Credit Facility (Hedged)	140,000		140,000		3.28	%	1.9
Unsecured Term Loan	65,000		65,000		3.43	%	1.9

Total Unsecured Debt	5,289,464		5,289,464		6.50	%	4.8

Adjustment to Fair Market Value - Fixed Rate	(8,040	)	(7,295	)	N/A		N/A
Adjustment to Fair Market Value - Variable Rate	73		73		N/A		N/A
Consolidated Mortgages and Other Indebtedness	8,792,090		8,635,147		6.53	%	5.0


Joint Venture Indebtedness
Mortgage Debt
Fixed Rate	3,774,617		1,611,903		7.52	%	6.2
Other Hedged Debt	1,037,900		413,319		3.55	%	2.8
Floating Rate Debt	619,417		245,959		4.14	%	2.2
Subtotal	5,431,934		2,271,181		6.43	%	5.1

Unsecured Fixed Rate Debt	6,511		3,256		7.93	%	4.3
Total Unsecured Debt	6,511		3,256		7.93	%	4.2

Adjustment to Fair Market Value - Fixed Rate	13,686		6,846		N/A		N/A
Joint Venture Mortgages and Other Indebtedness	5,452,131		2,281,283		6.43	%	5.1

SPG's Share of Total Indebtedness			10,916,430		6.51	%	5.0

(1) Includes $163,200 of variable rate debt, of which $127,169 is SPG's share, that is effectively fixed to maturity through the use of interest rate hedges.

SIMON PROPERTY GROUP

Summary of Indebtedness By Maturity

As of September 30, 2001

(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:

Lima Mall - 1			03/01/02	7.12	%	14,180		14,180
Lima Mall - 2			03/01/02	7.12	%	4,723		4,723
Columbia Center			03/01/02	7.62	%	42,326		42,326
Northgate Shopping Center			03/01/02	7.62	%	79,035		79,035
River Oaks Center			06/01/02	8.67	%	32,500		32,500
North Riverside Park Plaza - 1			09/01/02	9.38	%	3,607		3,607
North Riverside Park Plaza - 2			09/01/02	10.00	%	3,481		3,481
South Park Mall - 3	(8	)	09/15/02	7.01	%	2,000		2,000
Hutchinson Mall - 2	(9	)	09/15/02	6.81	%	4,456		4,456
Hutchinson Mall - 1	(9	)	11/01/02	8.44	%	11,106		11,106
Palm Beach Mall			12/15/02	7.50	%	47,373		47,373
Subtotal 2002						244,787		244,787		7.77	%

Raleigh Springs Mall			02/23/03	4.28	%	11,000		11,000
Principal Mutual Mortgages - Pool 1	(1),(8	)	03/15/03	6.66	%	76,950		76,950
Principal Mutual Mortgages - Pool 2	(1),(9	)	03/15/03	6.62	%	110,337		110,337
South Park Mall	(8	)	06/15/03	7.25	%	23,680		23,680
Century III Mall			07/01/03	6.78	%	66,000		66,000
Miami International Mall			12/21/03	6.91	%	44,836		26,902
Subtotal 2003						332,803		314,869		6.65	%

Battlefield Mall - 1			01/01/04	7.50	%	45,383		45,383
Battlefield Mall - 2			01/01/04	6.81	%	43,651		43,651
Forum Phase I - Class A-2			05/15/04	6.19	%	44,386		26,632
Forum Phase II - Class A-2			05/15/04	6.19	%	40,614		22,338
Forum Phase I - Class A-1			05/15/04	7.13	%	46,996		28,198
Forum Phase II - Class A-1			05/15/04	7.13	%	43,004		23,652
CMBS Loan - Variable Component	(5	)	12/15/04	6.20	%	50,000		50,000
CMBS Loan - Fixed Component			12/15/04	7.31	%	175,000		175,000
Subtotal 2004						489,034		414,853		6.99	%

Tippecanoe Mall - 1	(3	)	01/01/05	8.45	%	43,975		43,975
Tippecanoe Mall - 2	(3	)	01/01/05	6.81	%	15,524		15,524
Melbourne Square			02/01/05	7.42	%	37,960		37,960
Cielo Vista Mall - 2			11/01/05	8.13	%	1,315		1,315
Subtotal 2005						98,774		98,774		7.79	%

Treasure Coast Square - 1			01/01/06	7.42	%	50,893		50,893
Treasure Coast Square - 2			01/01/06	8.06	%	11,812		11,812
Gulf View Square			10/01/06	8.25	%	35,954		35,954
Paddock Mall			10/01/06	8.25	%	28,592		28,592
Subtotal 2006						127,251		127,251		7.90	%

Lakeline Mall			05/01/07	7.65	%	70,727		70,727
Cielo Vista Mall - 1	(4	)	05/01/07	9.38	%	53,142		53,142
Cielo Vista Mall - 3	(4	)	05/01/07	6.76	%	37,787		37,787
McCain Mall - 1	(4	)	05/01/07	9.38	%	24,815		24,815
McCain Mall - 2	(4	)	05/01/07	6.76	%	17,441		17,441
Valle Vista Mall - 1	(4	)	05/01/07	9.38	%	32,866		32,866
Valle Vista Mall - 2	(4	)	05/01/07	6.81	%	7,754		7,754
University Park Mall			10/01/07	7.43	%	59,500		35,700
Subtotal 2007						304,032		280,232		8.11	%

Arsenal Mall - 1			09/28/08	6.75	%	33,951		33,951
Subtotal 2008						33,951		33,951		6.75	%

College Mall - 1	(3	)	01/01/09	7.00	%	39,748		39,748
College Mall - 2	(3	)	01/01/09	6.76	%	11,639		11,639
Greenwood Park Mall - 1	(3	)	01/01/09	7.00	%	33,290		33,290
Greenwood Park Mall - 2	(3	)	01/01/09	6.76	%	60,138		60,138
Towne East Square - 1	(3	)	01/01/09	7.00	%	52,550		52,550
Towne East Square - 2	(3	)	01/01/09	6.81	%	24,255		24,255
Bloomingdale Court			10/01/09	7.78	%	29,406		29,406
Forest Plaza			10/01/09	7.78	%	16,128		16,128
Lake View Plaza			10/01/09	7.78	%	21,439		21,439
Lakeline Plaza			10/01/09	7.78	%	23,505		23,505
Lincoln Crossing			10/01/09	7.78	%	3,246		3,246
Matteson Plaza			10/01/09	7.78	%	9,441		9,441
Muncie Plaza			10/01/09	7.78	%	8,162		8,162
Regency Plaza			10/01/09	7.78	%	4,425		4,425
St. Charles Towne Plaza			10/01/09	7.78	%	28,324		28,324
West Ridge Plaza			10/01/09	7.78	%	5,704		5,704
White Oaks Plaza			10/01/09	7.78	%	17,407		17,407
Subtotal 2009						388,807		388,807		7.28	%

Trolley Square			08/01/10	9.03	%	29,560		26,604
Crystal River			11/11/10	7.63	%	16,193		16,193
Biltmore Square			12/11/10	7.95	%	26,000		17,342
Port Charlotte Town Center			12/11/10	7.98	%	53,250		42,600
Subtotal 2010						125,003		102,739		8.19	%

Knoxville Center	(10	)	08/11/11	6.99	%	63,806		63,806
Ingram Park Mall	(10	)	08/11/11	6.99	%	84,259		84,259
Towne West Square	(10	)	08/11/11	6.99	%	55,155		55,155
Northlake Mall	(10	)	08/11/11	6.99	%	73,607		73,607
Tacoma Mall	(10	)	09/28/11	7.00	%	135,000		135,000
Subtotal 2011						411,827		411,827		6.99	%

Chesapeake Center			05/15/15	8.44	%	6,563		6,563
Grove at Lakeland Square, The			05/15/15	8.44	%	3,750		3,750
Terrace at Florida Mall, The			05/15/15	8.44	%	4,688		4,688
Subtotal 2015						15,001		15,001		8.44	%

Arsenal Mall - 2			05/15/16	8.20	%	2,080		2,080
Subtotal 2016						2,080		2,080		8.20	%

Sunland Park Mall			01/01/26	8.63	%	38,375		38,375
Subtotal 2026						38,375		38,375		8.63	%

Keystone at the Crossing			07/01/27	7.85	%	62,352		62,352
Subtotal 2027						62,352		62,352		7.85	%

Other						12,378		12,378
Total Consolidated Fixed Rate Mortgage Debt						2,686,455		2,548,276		7.37	%

Variable Rate Mortgage Debt:

Randall Park Mall - 1			12/11/01	5.73	%	35,000		35,000
Randall Park Mall - 2			12/11/01	7.63	%	5,000		5,000
Subtotal 2001						40,000		40,000		5.97	%

White Oaks Mall			03/01/02	5.26	%	16,500		9,062
Highland Lakes Center			03/01/02	4.13	%	12,877		12,877
Mainland Crossing			03/31/02	4.13	%	1,603		1,282
Bowie Mall -1	(6	)	12/14/02	4.13	%	4,500		4,500
Subtotal 2002						35,480		27,721		4.50	%

Richmond Towne Square	(1	)	07/15/03	3.63	%	58,646		58,646
Shops @ Mission Viejo	(1	)	08/31/03	3.68	%	145,256		145,256
Arboretum	(1	)	11/30/03	4.13	%	34,000		34,000
Subtotal 2003						237,902		237,902		3.73	%

Jefferson Valley Mall	(1	)	01/11/04	3.88	%	60,000		60,000
North East Mall	(1	)	05/21/04	4.01	%	148,794		148,794
Waterford Lakes	(1	)	08/16/04	4.03	%	65,781		65,781
Subtotal 2004						274,575		274,575		3.98	%

Brunswick Square	(1	)	06/12/05	4.13	%	45,000		45,000
Bowie Mall -2	(1),(6	)	12/14/05	4.13	%	34,181		34,181
Subtotal 2005						79,181		79,181		4.13	%

Chesapeake Square			07/01/06	5.38	%	47,000		35,250
Riverway	(1	)	10/01/06	3.78	%	110,000		110,000
Subtotal 2006						157,000		145,250		4.17	%
Total Variable Rate Mortgage Debt						824,138		804,629		4.07	%
Total Consolidated Mortgage Debt						3,510,593		3,352,905		6.58	%

Fixed Rate Unsecured Debt:

Unsecured Notes - CPI 1			03/15/02	9.00	%	250,000		250,000
Subtotal 2002						250,000		250,000		9.00	%

Unsecured Notes - CPI 2			04/01/03	7.05	%	100,000		100,000
SPG, LP (Bonds)			06/15/03	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)			01/15/04	6.75	%	150,000		150,000
SPG, LP (Bonds)			02/09/04	6.75	%	300,000		300,000
SPG, LP (Bonds)			07/15/04	6.75	%	100,000		100,000
Simon ERE Facility	(1	)	07/31/04	7.75	%	28,200		28,200
Unsecured Notes - CPI 3			08/15/04	7.75	%	150,000		150,000
Subtotal 2004						728,200		728,200		6.99	%

SCA (Bonds)			05/15/05	7.63	%	110,000		110,000
SPG, LP (Bonds)			06/15/05	6.75	%	300,000		300,000
SPG, LP (MTN)			06/24/05	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 (Notes)			01/20/06	7.38	%	300,000		300,000
SPG, LP (Bonds)			11/15/06	6.88	%	250,000		250,000
Subtotal 2006						550,000		550,000		7.15	%

SPG, LP (MTN)			09/20/07	7.13	%	180,000		180,000
Subtotal 2007						180,000		180,000		7.13	%

SPG, LP (MOPPRS)			06/15/08	7.00	%	200,000		200,000
Subtotal 2008						200,000		200,000		7.00	%

SPG, LP (Bonds)			02/09/09	7.13	%	300,000		300,000
SPG, LP (Bonds)			07/15/09	7.00	%	150,000		150,000
Subtotal 2009						450,000		450,000		7.08	%

SPG, LP (Notes)			01/20/11	7.75	%	200,000		200,000
Subtotal 2011						200,000		200,000		7.75	%

Unsecured Notes - CPI 4			09/01/13	7.18	%	75,000		75,000
Subtotal 2013						75,000		75,000		7.18	%

Unsecured Notes - CPI 5			03/15/16	7.88	%	250,000		250,000
Subtotal 2016						250,000		250,000		7.88	%

SPG, LP (Bonds)			06/15/18	7.38	%	200,000		200,000
Subtotal 2018						200,000		200,000		7.38	%
Total Unsecured Fixed Rate Debt						4,318,200		4,318,200		7.21	%

Variable Rate Unsecured Debt:

SPG, L.P. Unsecured Term Loan - 1			02/28/02	3.43	%	150,000		150,000
SPG, L.P. Unsecured Term Loan - 2	(1	)	03/30/02	3.63	%	22,929		22,929
Subtotal 2002						172,929		172,929		3.46	%

Corporate Revolving Credit Facility	(1	)	08/25/03	3.28	%	723,000		723,000
Subtotal 2003						723,000		723,000		3.28	%

SPG, L.P. Unsecured Term Loan - 3	(1	)	03/15/04	3.43	%	65,000		65,000
Simon ERE Facility	(1	)	07/31/04	3.23	%	10,335		10,335
Subtotal 2004						75,335		75,335		3.40	%
Total Unsecured Variable Rate Debt						971,264		971,264		3.32	%
Total Unsecured Debt						5,289,464		5,289,464		6.50	%

Net Premium on Fixed-Rate Indebtedness						(8,040	)	(7,295	)	N/A
Net Premium on Variable-Rate Indebtedness						73		73		N/A

*Total Consolidated Debt*						8,792,090		8,635,147		6.53	%

Joint Venture Indebtedness
Fixed Rate Mortgage Debt:

Square One			01/01/02	8.40	%	103,478		50,847
Subtotal 2002						103,478		50,847		8.40	%

Crystal Mall			02/01/03	8.66	%	47,125		35,141
Avenues, The			05/15/03	8.36	%	55,463		13,866
Subtotal 2003						102,588		49,006		8.58	%

Solomon Pond			02/01/04	7.83	%	94,330		46,351
Northshore Mall			05/14/04	9.05	%	161,000		79,111
Indian River Commons			11/01/04	7.58	%	8,329		4,165
Indian River Mall			11/01/04	7.58	%	46,215		23,108
Subtotal 2004						309,874		152,735		8.42	%

Westchester, The - 1			09/01/05	8.74	%	148,437		59,375
Westchester, The - 2			09/01/05	7.20	%	52,657		21,063
Subtotal 2005						201,094		80,438		8.34	%

Cobblestone Court			01/01/06	7.64	%	6,180		2,163
Crystal Court			01/01/06	7.64	%	3,570		1,250
Fairfax Court			01/01/06	7.64	%	10,320		2,709
Gaitway Plaza			01/01/06	7.64	%	7,350		1,715
Plaza at Buckland Hills, The			01/01/06	7.64	%	17,570		6,018
Ridgewood Court			01/01/06	7.64	%	8,090		2,832
Royal Eagle Plaza			01/01/06	7.64	%	7,920		2,772
Village Park Plaza			01/01/06	7.64	%	8,960		3,136
West Town Corners			01/01/06	7.64	%	10,330		2,411
Westland Park Plaza			01/01/06	7.64	%	4,950		1,155
Willow Knolls Court			01/01/06	7.64	%	6,490		2,272
Yards Plaza, The			01/01/06	7.64	%	8,270		2,895
CMBS Loan - Fixed Component	(7	)	05/01/06	7.41	%	300,000		150,000
CMBS Loan - Fixed Component – 2	(7	)	05/15/06	8.13	%	57,100		28,550
Great Northeast Plaza			06/01/06	9.04	%	17,217		8,609
Smith Haven Mall			06/01/06	7.86	%	115,000		28,750
Mall of Georgia Crossing			06/09/06	7.25	%	34,221		17,111
Greendale Mall			11/01/06	8.23	%	41,498		20,391
Subtotal 2006						665,036		284,736		7.65	%

Town Center at Cobb - 1			04/01/07	7.54	%	49,219		24,610
Town Center at Cobb - 2			04/01/07	7.25	%	64,416		32,208
Gwinnett Place - 1			04/01/07	7.54	%	38,631		19,316
Gwinnett Place - 2			04/01/07	7.25	%	84,643		42,322
Mall at Rockingham			08/01/07	7.88	%	99,136		24,356
Subtotal 2007						336,045		142,811		7.45	%

Metrocenter			02/28/08	8.45	%	30,001		15,001
Aventura Mall - A			04/06/08	6.55	%	141,000		47,000
Aventura Mall - B			04/06/08	6.60	%	25,400		8,467
Aventura Mall - C			04/06/08	6.89	%	33,600		11,200
West Town Mall			05/01/08	6.90	%	76,000		38,000
Mall of New Hampshire - 1			10/01/08	6.96	%	103,008		50,616
Mall of New Hampshire - 2			10/01/08	8.53	%	8,385		4,120
Grapevine Mills - 1			10/01/08	6.47	%	155,000		58,125
Ontario Mills – 5			11/02/08	6.75	%	141,002		35,251
Source, The			11/06/08	6.65	%	124,000		31,000
Grapevine Mills - 2			11/05/08	8.39	%	14,427		5,410
Ontario Mills – 6			12/05/08	8.00	%	10,500		2,625
Subtotal 2008						862,323		306,814		6.86	%

Apple Blossom Mall			09/10/09	7.99	%	40,392		19,848
Auburn Mall			09/10/09	7.99	%	47,288		23,236
Ontario Mills – 4			12/28/09	6.00	%	4,198		1,050
Subtotal 2009						91,878		44,133		7.94	%

Mall of Georgia			07/01/10	7.09	%	200,000		100,000
Coral Square			10/01/10	8.00	%	90,000		45,000
Arizona Mills			10/05/10	7.90	%	145,100		38,184
Florida Mall, The			11/13/10	7.55	%	268,399		134,200
Subtotal 2010						703,499		317,384		7.51	%

Atrium at Chestnut Hill			03/11/11	6.89	%	48,937		24,046
Cape Cod Mall			03/11/11	6.80	%	99,557		48,920
Highland Mall			06/30/11	6.83	%	70,953		35,477
Fashion Centre Pentagon Retail			09/11/11	6.63	%	167,000		70,975
Polska Shopping Mall			12/30/11	6.49	%	12,355		3,583
Subtotal 2011						398,802		183,001		6.74	%
Total Joint Venture Fixed Rate Mortgage Debt						3,774,617		1,611,903		7.52	%

Variable Rate Mortgage Debt:

Montreal Forum			01/31/02	7.50	%	32,843		11,700
Shops at Sunset Place, The			06/30/02	3.78	%	113,829		42,686
Subtotal 2002						146,672		54,386		4.58	%

Dadeland Mall			02/01/03	3.43	%	140,000		70,000
CMBS Loan - Floating Component	(7	)	05/01/03	3.13	%	184,500		92,250
Concord Mills	(1	)	12/02/03	3.98	%	180,288		67,608
Liberty Tree Mall	(1	)	10/01/03	4.13	%	46,160		22,682
Subtotal 2003						550,948		252,540		3.53	%

Circle Centre Mall - 1	(1	)	01/31/04	3.07	%	60,000		8,802
Circle Centre Mall - 2	(1	)	01/31/04	4.13	%	7,500		1,100
Orlando Premium Outlets	(1	)	02/12/04	3.93	%	58,173		29,087
Fashion Centre Pentagon Office	(1	)	09/10/04	4.13	%	33,000		14,025
Subtotal 2004						158,673		53,014		3.84	%

Mall of America	(1	)	03/10/05	3.14	%	312,000		85,800
Emerald Square Mall	(1	)	04/01/05	4.12	%	145,000		71,249
Arundel Mills	(1	)	04/30/05	4.03	%	155,124		58,172
Northfield Square	(1	)	04/30/05	5.13	%	37,000		11,692
Seminole Towne Center	(1	)	07/01/05	5.13	%	70,500		31,725
Subtotal 2005						719,624		258,638		3.94	%

CMBS Loan - Floating Component – 2	(7	)	05/15/06	3.00	%	81,400		40,700
Subtotal 2006						81,400		40,700		3.00	%
Total Joint Venture Variable Rate Debt						1,657,317		659,278		3.77	%

Unsecured Debt:

Merchantwired			12/31/05	7.93	%	6,511		3,256
Subtotal 2005						6,511		3,256		7.93	%
Total Unsecured Debt						6,511		3,256		7.93	%

CMBS Loan - Fixed Premium						14,179		7,089
Net Premium on NED Fixed-Rate Indebtedness						(493	)	(242	)

*Total Joint Venture Debt*						5,452,131		2,281,283		6.43	%

*SPG's Share of Total Indebtedness*						14,244,221		10,916,430		6.51	%

Footnotes:

(1) Includes applicable extensions available at Simon Group's option.

(2) This unsecured loan was previously secured by a mortgage of Eastgate Consumer Mall.

(3) This Pool is secured by cross-collateralized and cross-defaulted mortgages encumbering these four Properties.

(4) This Pool is secured by cross-collateralized and cross-defaulted mortgages encumbering these three Properties.

(5) Through an interest rate protection agreement, effectively fixed at an all-in rate of 6.2% .

(6) These Notes are cross-collateralized.

(7) These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen Properties. A weighted average rate is used.

(8) This Principal Mutual Pool 1 loan is secured by cross-collateralized and cross-defaulted mortgages encumbering four of the Properties (Anderson, Forest Village Park,Longview, and South Park).A weighted average rate is used for these Pool 1 Properties.

(9) This property is a component of Pool 2 with Principal Mutual. The loan is secured by cross-collateralized and cross-defaulted mortgages encumbering sixof the Properties (Eastland, Hutchinson, Markland, Midland, North Towne Square and Forest Mall).

(10) These four notes are cross-collateralized.

SIMON PROPERTY GROUP

Summary of Variable Rate Debt and Interest Rate Protection Agreements

As of September 30, 2001

(In thousands)

		Principal	SPG		SPG's	Interest				Terms of
Property	Maturity	Balance	Ownership		Share of	Rate (1)		Terms of		Interest Rate Protection
Name	Date	9/30/01	%		Loan Balance	9/30/01		Variable Rate		Agreement

Consolidated Indebtedness:

Variable Rate Debt Effectively Fixed to Maturity:

Forum Phase I - Class A-2	05/15/04	44,386	60.00	%	26,632	6.190	%	LIBOR + 0.300	%	Through an interest rate protection agreement, effectively fixed at an all-in-rate of 6.19% .

Forum Phase II - Class A-2	05/15/04	40,614	55.00	%	22,338	6.190	%	LIBOR + 0.300	%	Through an interest rate protection agreement, effectively fixed at an all-in-rate of 6.19% .

Simon ERE Facility - Swap component	07/31/04	28,200	100.00	%	28,200	7.750	%	EURIBOR + 0.600	%	Through a cross-currency swap, effectively fixed EURIBORat rate of 7.75%

CMBS Loan - Variable Component	12/15/04	50,000	100.00	%	50,000	6.200	%	LIBOR + 0.405	%	Through an interest rate protection agreement, effectively fixed at an all-in-rate of 6.2%.
		163,200			127,169

Other Hedged Debt:

Randall Park Mall - 1	12/11/01	35,000	100.00	%	35,000	5.730	%	LIBOR + 3.100	%	LIBOR Capped at a rate of 6.40% through maturity. Embedded floor is set at 5.25%
Randall Park Mall - 2	12/11/01	5,000	100.00	%	5,000	7.630	%	LIBOR + 5.000	%	LIBOR Capped at a rate of 6.40% through maturity. Embedded floor is set at 5.25%
Unsecured Revolving Credit Facility - (1.25B - capped)	08/25/03	140,000	100.00	%	140,000	3.280	%	LIBOR + 0.650	%	LIBOR Capped at a rate Subject to an 11.53 % LIBOR cap on $90M and a 16.77% LIBOR cap on $50M%
Chesapeake Square	07/01/06	47,000	75.00	%	35,250	5.380	%	LIBOR + 2.750	%	LIBOR Capped at a rate of 6.5% through July 1, 2004.
		227,000			215,250

Floating Rate Debt:
SPG, L.P. Unsecured Term Loan - 1	02/28/02	150,000	100.00	%	150,000	3.430	%	LIBOR + 0.800	%
Highland Lakes Center	03/01/02	12,877	100.00	%	12,877	4.130	%	LIBOR + 1.500	%
White Oaks Mall	03/01/02	16,500	54.92	%	9,062	5.260	%	LIBOR + 1.300	%	Based on 90-day LIBOR (set on August 31, 2001).
SPG, L.P. Unsecured Term Loan - 2	03/30/02	22,929	100.00	%	22,929	3.630	%	LIBOR + 1.000	%
Mainland Crossing	03/31/02	1,603	80.00	%	1,282	4.130	%	LIBOR + 1.500	%
Bowie Mall -1	12/14/02	4,500	100.00	%	4,500	4.130	%	LIBOR + 1.500	%
Richmond Towne Square	07/15/03	58,646	100.00	%	58,646	3.630	%	LIBOR + 1.000	%
Unsecured Revolving Credit Facility	08/25/03	583,000	100.00	%	583,000	3.280	%	LIBOR + 0.650	%
Shops @ Mission Viejo	08/31/03	145,256	100.00	%	145,256	3.680	%	LIBOR + 1.050	%
Arboretum	11/30/03	34,000	100.00	%	34,000	4.130	%	LIBOR + 1.500	%
Jefferson Valley Mall	01/11/04	60,000	100.00	%	60,000	3.880	%	LIBOR + 1.250	%
SPG, L.P. Unsecured Term Loan - 3	03/15/04	65,000	100.00	%	65,000	3.430	%	LIBOR + 0.800	%
North East Mall	05/21/04	148,794	100.00	%	148,794	4.005	%	LIBOR + 1.375	%
Simon ERE Facility - Variable component	07/31/04	10,335	100.00	%	10,335	3.230	%	EURIBOR + 0.600	%
Waterford Lakes	08/16/04	65,781	100.00	%	65,781	4.030	%	LIBOR + 1.400	%
Brunswick Square	06/12/05	45,000	100.00	%	45,000	4.130	%	LIBOR + 1.500	%
Bowie Mall -2	12/14/05	34,181	100.00	%	34,181	4.130	%	LIBOR + 1.500	%
Riverway	10/01/06	110,000	100.00	%	110,000	3.780	%	LIBOR + 1.150	%
		1,568,402			1,560,643

Joint Venture Indebtedness:

Other Hedged Debt:

Dadeland Mall	02/01/03	140,000	50.00	%	70,000	3.430	%	LIBOR + 0.800	%	LIBOR Capped at 8.45% through February 1, 2002%.
CMBS Loan - Floating Component (IBM)	05/01/03	184,500	50.00	%	92,250	3.128	%	LIBOR + 0.4965	%(2)	LIBOR Capped at 11.53% through maturity. (3)
Circle Centre Mall - 1	01/31/04	60,000	14.67	%	8,802	3.070	%	LIBOR + 0.440	%	LIBOR Capped at 8.81% through January 31, 2002%.
Circle Centre Mall - 2	01/31/04	7,500	14.67	%	1,100	4.130	%	LIBOR + 1.500	%	LIBOR Capped at 7.75% through January 31, 2002%.
Emerald Square Mall	04/01/05	145,000	49.14	%	71,249	4.118	%	LIBOR + 1.488	%	LIBOR Capped at 7.73% through March 31, 2003%.
Mall of America	03/10/05	312,000	27.50	%	85,800	3.143	%	LIBOR + 0.513	%	LIBOR Capped at 8.7157% through March 12, 2003%.
Northfield Square	04/30/05	37,000	31.60	%	11,692	5.130	%	LIBOR + 2.500	%	LIBOR Capped at 8.50% through April 30,2003, embedded.
Seminole Towne Center	07/01/05	70,500	45.00	%	31,725	5.130	%	LIBOR + 2.500	%	LIBOR Capped at 8% through July 1, 2003.
CMBS Loan - Floating Component - 2 (IBM)	05/15/06	81,400	50.00	%	40,700	3.000	%	LIBOR + 0.3695	%(2)	LIBOR Capped at 11.83% through maturity.
		1,037,900			413,319

Floating Rate Debt:

Montreal Forum	01/31/02	32,843	35.63	%	11,700	7.500	%	Canadian Prime
Shops at Sunset Place, The	06/30/02	113,829	37.50	%	42,686	3.780	%	LIBOR + 1.150	%
Liberty Tree Mall	10/01/03	46,160	49.14	%	22,682	4.130	%	LIBOR + 1.500	%
Concord Mills	12/02/03	180,288	37.50	%	67,608	3.980	%	LIBOR + 1.350	%
Orlando Premium Outlets	02/12/04	58,173	50.00	%	29,087	3.930	%	LIBOR + 1.300	%
Arundel Mills	04/30/05	155,124	37.50	%	58,172	4.030	%	LIBOR + 1.400	%
Fashion Centre Pentagon Office	09/10/04	33,000	42.50	%	14,025	4.130	%	LIBOR + 1.500	%
		619,417			245,959

SIMON PROPERTY GROUP

New Development Activities

As of September 30, 2001

Simon

Total

Non-Anchor

Group's

Actual/

Projected

Sq. Footage

Mall/

Ownership

Projected

Cost (1)

Leased/

GLA

Location

Percentage

Opening

($in millions)

Committed

(sq. ft.)

Projects Under Construction

Bowie Town Center Bowie, MD

100.0

18-Oct-01

100

657,000

Anchors/Major Tenants:

Hecht's, Sears, Old Navy, Barnes & Noble, Bed Bath & Beyond, Safeway

(1) Includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legaland other fees, marketing costs, cost of capital, and other related costs.

SIMON PROPERTY GROUP

Significant Renovation/Expansion Activities

As of September 30, 2001

	Simon Group's		Actual/	Projected Cost	GLA Before	New or Incremental
Mall/	Ownership		Projected	(in millions)	Renov/Expan	GLA
Location	Percentage		Opening	(1)	(sq. ft.)	(sq. ft.)

Recently Completed

The Shops at Mission Viejo	100	%	8/01	$146	817,000	427,000
Mission Viejo, CA

*Project Description:*	Macy's expansion (opened 8/01 )
	Previously opened: Old Navy, PF Chang's and California Café (12/00);
	Robinsons-May expansion and remodel and food court addition (10/00);
	New Nordstrom, small shop expansion and renovation, new parking structure;
	new Saks Fifth Avenue (9/99)


North East Mall	100	%	10/01	$103	1,141,000	308,000
Hurst, TX

*Project Description:*	New Foley's (opened 10/01)
	Previously opened: New Nordstrom (3/01); new Saks Fifth Avenue, mall
	renovation and parking deck (9/00); JCPenney remodel and expansion and
	parking deck (11/99); new Dillard's, mall expansion and parking deck (9/99)

(1) Includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development,legal and other fees, marketing costs, cost of capital, and other related costs.

SIMON PROPERTY GROUP

Capital Expenditures

For the Nine Months Ended September 30, 2001

(In millions)

			Joint Venture Properties

	Consolidated				Simon’s
	Properties		Total		Share

New Developments	$	59.6	$	44.0	$	16.9

Renovations and Expansions	76.3		35.0		16.2

Tenant Allowances	37.0		15.9		6.1

Operational Capital Expenditures at Properties	19.8		7.0		3.1

Other	-		-		-


Totals	$	192.7	$	101.9	$	42.3

Prepared by MERRILL CORPORATION

Exhibit 99.2

CONTACTS:

Shelly Doran 317.685.7330 Investors

Billie Scott 317.263.7148 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES STRONG THIRD QUARTER RESULTS

WITH 9% FFO GROWTH

Indianapolis, Indiana – November 8, 2001...Simon Property Group, Inc. (the “Company”) (NYSE:SPG) today announced results for the quarter ended September 30, 2001. Diluted funds from operations for the quarter increased 8.8%, to $0.87 per share from $0.80 per share in 2000. Diluted funds from operations for the nine months increased 6.2%, to $2.39 per share from $2.25 per share in 2000.

As was reported by the Company on October 19^th, during the third quarter the Company recorded a charge of $16.6 million related to the write-off of its clixnmortar initiative and other miscellaneous technology investments. This charge does not affect FFO.

Occupancy for mall and freestanding stores in the regional malls at September 30, 2001 was 90.6% as compared to 90.5% at September 30, 2000. Total retail sales per square foot were $378 per square foot at September 30, 2001 as compared to $375 one year earlier, while comparable retail sales per square foot were $380 per square foot as compared to $385 one year earlier. Average base rents for mall and freestanding stores in the regional mall portfolio were $29.03 per square foot at September 30, 2001, an increase of $1.06 or 3.8%, from September 30, 2000. The average initial base rent for new mall store leases signed year-to-date was $35.29, an increase of $6.68 or 23% over the tenants who closed or whose leases expired.

“We are pleased that in these most difficult economic times, SPG was able to deliver solid operating performance and earnings growth for our shareholders,” said David Simon, chief executive officer.

Acquisition Activities

On October 1^st, the Company acquired a 50 percent ownership interest in San Diego’s Fashion Valley Mall from Lend Lease Real Estate Investments, on behalf of its Prime Property Fund. Fashion Valley has dominated the San Diego-area retail scene since it opened in 1969. Located in the Mission Valley area, this 1.7 million square foot open-air, super-regional mall is anchored by Neiman Marcus, Nordstrom, Saks Fifth Avenue, Macy’s, Robinsons-May and JCPenney. One of the nation’s most successful retail centers, Fashion Valley is 99% leased and generates small shop sales in excess of $575 per square foot. Total sales generated by the mall exceed $650 million annually.

Concurrent with the closing, the partnership secured a $200 million, 7-year mortgage from Lehman Brothers that bears interest at a fixed rate of 6.50%. The Company also assumed management responsibilities for the mall.

“Fashion Valley is one of the most productive centers in California, making this acquisition a perfect fit within Simon’s strategy to own and manage highly productive, market-dominant malls,” said Richard S. Sokolov, president and chief operating officer. “The transaction will be immediately accretive to earnings and expands Simon’s presence in the California market.”

In August, SPG also closed on the restructuring of ownership interests of The Fashion Centre at Pentagon City. This transaction increased SPG’s economic ownership interest to 50%. Fashion Centre, built by Simon in 1990, is one of the nation’s most successful mixed-use projects. The mall portion of the project is anchored by Nordstrom and Macy’s and produces annual sales in excess of $700 per square foot. CalPERS, the California Public Employees Retirement System, assumed ownership of the remaining 50% of Fashion Centre.

New Development Activities

Bowie Town Center in Bowie, Maryland, an open-air regional shopping center comprising 556,000 square feet, opened on October 18th. The center is anchored by Hecht’s (which opened August 8^th) and Sears (which opened October 17^th), and features Barnes & Noble, Bed Bath & Beyond and Old Navy. This new development also features a 101,000 square foot grocery retail component anchored by Safeway that will open in early 2002.

Retailers have demonstrated exceptional sales at the property since opening. The grand opening of Hecht’s was one of the most successful launches of a Hecht’s branch in the store’s 144-year history, significantly exceeding the retailer’s expectations. The Sears location at Bowie has substantially outperformed its sales plan since opening.

Bowie Town Center is 100% leased. Small shop tenants at Bowie include American Eagle, Lindt’s Chocolate, Benetton, Gap, Gap Kids, Ann Taylor Loft, Victoria’s Secret, Bath & Body, Wet Seal and Wilson’s Leather. The center also features a restaurant lineup including Pizzeria Uno, Starbuck’s, Olive Garden and Panera Bread. Best Buy will also be located on a peripheral site at the property.

Grand opening events for Bowie Town Center will take place November 9^th through the 11^th, commemorating the opening of the first major shopping center in Prince George’s County in over 20 years.

Financing Activities

During the third quarter, SPG retired the third and final tranche of the CPI acquisition debt facility totaling $435 million. Funds used to retire this debt were primarily generated from:

• $277 million 10 year financing of a four mall pool CMBS loan at a fixed rate of 6.99%, and

• $110 million financing of Riverway Office complex at Libor + 115 bps.

Subsequent to September 30th, the Company’s partnership subsidiary, Simon Property Group, L.P., completed the sale of $750 million of 6.375% senior unsecured notes due November 15, 2007. Net proceeds from the offering were initially used to reduce the outstanding balance of the Company’s $1.25 billion unsecured credit facility. The transaction was priced on October 23, 2001.

“We were very pleased to complete this financing transaction at attractive, long term fixed rates,” said Stephen E. Sterrett, chief financial officer. “The offering was increased from its original size of $500 million due to strong investor demand, demonstrating the attractiveness of the Simon name in the unsecured market.”

Dividends

On November 7th, the Company declared a common stock dividend of $0.525 per share. This dividend will be paid on November 30, 2001 to shareholders of record on November 19, 2001. The Company also declared dividends on its three public issues of preferred stock, all payable on December 31, 2001 to shareholders of record on December 17, 2001:

• Simon Property Group, Inc. 6.50% Series B Convertible Preferred Stock (NYSE:SPGPrB) - $1.625 per share

• Simon Property Group, Inc. 8.75% Series F Cumulative Redeemable Preferred Stock (NYSE:SPGPrF) - $0.546875 per share

• Simon Property Group, Inc. 7.89% Series G Cumulative Preferred Stock (NYSE:SPGPrG)- $0.98625 per share.

2001 Earnings Estimates

Based upon year-to-date results and its view of current market conditions, the Company is comfortable with analyst consensus estimates for 2001 FFO of $3.52 on a diluted per share basis.

Estimates of future FFO per share are, and certain other matters discussed in this press release may be, deemed forward-looking statements within the meaning of the federal securities laws. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to, the national, regional and local economic climate, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and changes in market rates of interest. The reader is directed to the Company’s various filings with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K for a discussion of such risks and uncertainties.

Simon Property Group, Inc., headquartered in Indianapolis, Indiana, is a self-administered and self-managed real estate investment trust which, through its subsidiary partnerships, is engaged in the ownership, development, management, leasing, acquisition and expansion of income-producing properties, primarily regional malls and community shopping centers. It currently owns or has an interest in 252 properties containing an aggregate of 187 million square feet of gross leasable area in 36 states as well as six assets in Europe and Canada. Together with its affiliated management company, Simon owns or manages approximately 191 million square feet of gross leasable area in retail and mixed-use properties. Shares of Simon Property Group, Inc. are paired with beneficial interests in shares of stock of SPG Realty Consultants, Inc. Additional Simon Property Group information is available at www.shopsimon.com.

Supplemental Materials

The Company’s September 30, 2001 Form 10-Q and supplemental information package (on Form 8-K) may be requested in e-mail or hard copy formats by contacting Shelly Doran – Director of Investor Relations, Simon Property Group, P.O. Box 7033, Indianapolis, IN 46207 or via e-mail at sdoran@simon.com.

Conference Call

The Company will provide an online simulcast of its third quarter conference call at www.shopsimon.com (Corporate Info tab) and www.streetevents.com. To listen to the live call, please go to either of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 4:00 p.m. Eastern Standard Time today, November 8th. An online replay will be available for approximately 90 days at www.shopsimon.com.

SIMON

Combined Financial Highlights^(A)

Unaudited

(In thousands, except as noted)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2001			2000			2001			2000
Revenue:
Minimum rent	$	312,328		$	299,708		$	926,845		$	890,435
Overage rent	8,568			9,700			25,581			28,456
Tenant reimbursements	146,308			145,237			441,271			444,384
Other income	33,443			39,281			85,896			96,161
Total revenue	500,647			493,926			1,479,593			1,459,436

Expenses:
Property operating	81,620			78,779			243,060			235,220
Depreciation and amortization	111,196			106,983			324,459			304,611
Real estate taxes	45,807			49,032			147,320			147,183
Repairs and maintenance	17,287			15,930			56,347			51,690
Advertising and promotion	14,049			11,473			40,473			42,728
Provision for credit losses	2,677			3,326			7,824			7,671
Other	13,552			8,990			27,098			27,474
Total operating expenses	286,188			274,513			846,581			816,577

Operating Income	214,459			219,413			633,012			642,859

Interest Expense	149,044			160,668			456,938			474,534

Income before Minority Interest	65,415			58,745			176,074			168,325

Minority Interest	(2,486		)	(2,382		)	(7,717		)	(7,099		)
Gain (Loss) on Sales of Real Estate	(131		)	151			2,552			8,809		(B)

Income before Unconsolidated Entities	62,798			56,514			170,909			170,035

Income from Unconsolidated Entities	6,787			20,920			32,421			54,447

Income before Extraordinary Items and Cumulative Effect of Accounting Change	69,585			77,434			203,330			224,482

Extraordinary Items – Debt Related Transactions	(220		)	-			(245		)	(440		)

Cumulative Effect of Accounting Change	-			-			(1,638		)(C)	(12,342		)(D)

Income before Allocation to Limited Partners	69,365			77,434			201,447			211,700

Less: Limited Partners’ Interest in the Operating Partnerships	13,780			16,075			39,400			42,346
Less: Preferred Distributions of the SPG Operating Partnership	2,835			2,816			8,582			8,450
Less: Preferred Dividends of Subsidiary	-			7,333			14,668			22,001

Net Income	52,750			51,210			138,797			138,903

Preferred Dividends	(16,499		)	(9,185		)	(34,861		)	(27,623		)
Net Income Available to Common Shareholders	$	36,251		$	42,025		$	103,936		$	111,280

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2001		2000		2001			2000
PER SHARE DATA:

Basic and Diluted Income per Paired Share:
Before Extraordinary Items and
Cumulative Effect of Accounting Change	$	0.21	$	0.24	$	0.61		$	0.69
Extraordinary Items	-		-		-			-
Cumulative Effect of Accounting Change	-		-		(0.01		)	(0.05		)
Net Income Available to Common Shareholders	$	0.21	$	0.24	$	0.60		$	0.64

SELECTED BALANCE SHEET INFORMATION

	September 30,		December 31,
	2001		2000

Cash and Cash Equivalents	$	161,733	$	223,111
Investment Properties, Net	$	11,447,354	$	11,564,414
Mortgages and Other Indebtedness	$	8,792,090	$	8,728,582

SELECTED REGIONAL MALL OPERATING STATISTICS

	September 30,
	2001			2000

Occupancy^(E)	90.6		%	90.5		%

Average Rent per Square Foot^(E)	$	29.03		$	27.97

Total Sales Volume (in millions)^(F)	$	11,161		$	10,842

Comparable Sales per Square Foot^(F)	$	380		$	385

Total Sales per Square Foot^(F)	$	378		$	375

Notes:

(A) Represents combined condensed financial statements of Simon Property Group, Inc. and its paired share affiliate, SPG Realty Consultants, Inc.

(B) Net of asset write downs of $10.6 million for the nine months ended September 30, 2000.

(D) Due to the adoption of SAB 101 on January 1, 2000, which requires overage rent to be recognized as revenue only when each tenant’s sales exceed their sales threshold. Previously, the Company recognized overage rent based on reported and estimated sales through the end of the period, less the applicable prorated base sales amount.

(E) Includes mall and freestanding stores.

(F) Based on the standard definition of sales for regional malls adopted by the International Council of Shopping Centers, which includes only mall and freestanding stores.

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS (“FFO”)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2001			2000			2001			2000

Income before extraordinary items and cumulative effect of accounting change ^{(1) (2)}	$	69,585		$	77,434		$	203,330		$	224,482

Plus: Depreciation and amortization from combined consolidated properties	110,799			105,600			323,545			302,742

Plus: Simon’s share of depreciation and amortization from unconsolidated entities	33,955			30,395			98,675			87,251

Plus: Write-off of Technology Investments	16,645			-			16,645			-

Less: (Gain) Loss on sales of real estate	131			(151		)	(2,552		)	(8,809		)

Less: Minority interest portion of depreciation, amortization and extraordinary items	(1,540		)	(1,491		)	(4,527		)	(4,446		)

Less: Preferred distributions (including those of subsidiary)	(19,334		)	(19,334		)	(58,111		)	(58,074		)

FFO of the Simon Portfolio	$	210,241		$	192,453		$	577,005		$	543,146


FFO of the Simon Portfolio	$	210,241		$	192,453		$	577,005		$	543,146

Basic FFO per Paired Share:

Basic FFO Allocable to the Companies	$	152,683		$	139,472		$	418,965		$	394,021

Basic Weighted Average Paired Shares Outstanding	172,746			172,759			172,413			173,216

Basic FFO per Paired Share	$	0.88		$	0.81		$	2.43		$	2.27

Diluted FFO per Paired Share:

Diluted FFO Allocable to the Companies	$	162,847		$	148,962		$	447,549		$	421,997

Diluted Weighted Average Number of Equivalent Paired Shares	187,416			187,293			187,153			187,803

Diluted FFO per Paired Share	$	0.87		$	0.80		$	2.39		$	2.25

Notes:

Prepared by MERRILL CORPORATION

SIMON PROPERTY GROUP

Exhibit 99.3

Conference Call Text

November 8, 2001

Forward Looking Statement (Shelly Doran)

Good afternoon and welcome to the Simon Property Group third quarter earnings conference call. Please be aware that statements made during this call that are not historical may be deemed forward-looking statements. Although the Company believes 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, and it is possible that our actual results may differ materially from those indicated by these forward looking statements due to a variety of risks and uncertainties. Those risks and uncertainties include, but are not limited to: national, regional and local economic climates, competitive market forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, and changes in market rates of interest. We direct you to the Company’s various filings with the Securities and Exchange Commission for a detailed discussion of risks and uncertainties.

Acknowledging the fact that this call may be webcast for some time to come, we believe it is important to note that today’s call includes time-sensitive information that may be accurate only as of today’s date, November 8^th, 2001.

The Company’s quarterly supplemental information package will be filed as a Form 8-K early next week. This filing will be available via mail or e-mail. If you would like to be added to the list for email distribution of this information, please notify me, Shelly Doran, at sdoran@simon.com.

Participating in today’s call will be David Simon (chief executive officer), Rick Sokolov (president and chief operating officer) and Steve Sterrett (chief financial officer). Mike McCarty, our Senior VP of Research and Corporate Communications will also be available during the Q&A session. Rick is calling in from our new retail project, Bowie Town Center, where he is participating in grand opening events. And now, Mr. Simon will provide opening comments.

Opening Comments (David Simon)

Good afternoon everyone. Thank you for participating in our call today. 2001 continues to be a most challenging year in which to operate. When we reported last quarter, we were facing the country’s most significant economic slowdown in a decade. I believe that all of you would agree that the events of September 11th have now pushed us firmly into a recession.

We at Simon Property Group wish to extend our heartfelt sympathies to the people of New York City, Washington, D.C. and surrounding areas for their tragic losses. We were pleased to have our malls in those cities serve as community gathering places in the days after 9/11 and to work with local communities all across the country to raise over $4 million in support of disaster relief efforts.

The tragic events of 9/11 have profoundly affected the world in which we live and do business and the effects will be both short-term and long lasting. We believe SPG is well-positioned to deal with the challenges facing us and later in the call today we will provide our current views on the key areas of the company most affected by these recent events.

These are challenging times for us all, but we continue to seek opportunities to position our organization for future growth.

And now I would like to ask Steve to provide commentary on financial and operational results.

Financial and Operational Results (Steve Sterrett)

Financial factors of note during the third quarter are as follows:

•		Diluted FFO per share increased by 8.8%, to $.87 versus $.80 in 2000. This is consistent with the prior guidance we provided to you, as well as our October 19^th pre-release. Diluted FFO for the nine months increased by 6.2%, to $2.39 per share, as compared to $2.25 in 2000. Included in our third quarter results is MerchantWired’s negative impact on FFO of $4.7 million.
•		If we were to exclude the flow-through losses from MerchantWired, our diluted FFO for the quarter would have been $.89, for an increase of 11.3%, and diluted FFO for the nine months would have been $2.43, for an increase of 8.0%. David will discuss MerchantWired in more detail shortly.

Some of the statistical highlights include:

•		Occupancy increased 10 basis points from September 30, 2000 to 90.6% at September 30, 2001.
•		Sales were essentially flat for the quarter. Total sales per square foot increased to $378 per square foot, while comparable sales per square foot, i.e. sales of tenants who have been in place for at least 24 months, were $380 per square foot, a decrease of 1%. Prior to 9/11, comp sales were flat over the prior year. In September, because of the events of 9/11, we saw a sales decline of 6.8% - leading to the year-to-date decline of 1%.
•		Average base rent increased 3.8% to $29.03 per square foot.
•		The average initial base rent for new mall store leases signed so far during 2001 was $35.29, versus average rents of $28.61 for those tenants who closed or whose leases expired, for a spread of $6.68, or 23%. Despite the weakening economy, our leasing spread has remained strong, and this is consistent with both our historical average and our expectations going forward.
•		Same property NOI growth for the nine months was 3.3%. We expect to end the year in the 3.5 to 4% range, as we discussed during last quarter’s call.

Now let me spend a couple of minutes talking about some of the major items that occurred during the quarter and other trends we’re seeing in the business:

1.		Occupancy continues to be positive on a year-over-year basis despite our continuing absorption of tenant losses due to bankruptcy, which is now at one million square feet for the regional mall portfolio. We believe that the impact of tenant bankruptcies is now over for 2001. We also lost occupancy due to non-bankruptcy related closings such as Warner Brothers and Northern Reflections, aggregating over 240,000 square feet. That being said, all of our leasing activity for 2001 is now done, and we still expect occupancy to be flat or perhaps slightly up at 12/31 versus 12/31/00.
2.		Leasing spreads are holding firm. We have seen no erosion in the pricing power we have for our space, and don’t expect to see any in the foreseeable future.
3.		We recorded an additional $5.7 million of profit relating to the Kimsward venture in the third quarter, bringing our year-to-date total to $15.4 million. Most of this (about $10 million) is recorded in the income from unconsolidated entities line. Profitability from the Kimsward transaction generally has offset lower levels of other income in 2001 from land sales and other miscellaneous items. We expect to see some residual profitability from the Kimsward venture in the fourth quarter.
4.		Percentage-based rents continue to lag prior-year levels, due primarily to the soft retail environment and the decrease in September sales.
5.		As was reported by the Company on October 19th, our third quarter results include a charge of $16.6 million related to the write-off of investments in the clixnmortar initiative and other miscellaneous technology investments. The charge is recorded in two places on our income statement – approximately $3 million from the write-off of investments in technology start-up companies is included in Other Expense - with the balance, representing the clix investment, reflected in income from unconsolidated entities. This write-off does not affect FFO. We have taken the position that this charge, due to its extraordinary nature, should not impact FFO. We recognize that the treatment by other REITs has been mixed on this issue. However, it should be noted that the ongoing operating losses from all of our technology initiatives, including MerchantWired and clix, have been flowing through FFO as incurred.

Earnings Guidance

Let me just talk for a minute about earnings guidance:

•		We are comfortable with current consensus analyst estimates for 2001 FFO of $3.52.
•		For 2002, we are currently in the midst of our annual budget process, which historically is not completed until mid-December. We expect to generate meaningful growth in FFO for 2002 and we will provide guidance for the year in December, after the completion of our budget.

Post 9/11 Impact

I would like to take a few minutes here to provide some insight into our views of the world post-9/11. We have identified the four key areas of the Company that have been the most directly affected.

Retail Sales and Traffic Trends

•		We expect retail sales to remain soft nationally. As mentioned earlier, through August our comparable sales per square foot were essentially flat over prior year levels. Given the passage of time and assuming a continuing return to a more normal environment, we would expect sales in the near-term to return to pre-9/11 levels and essentially be flat over the prior year.
•		In general, our retailers perform better in SPG malls than they do nationally. For example, 8 of our top 10 largest retailers generate better comp store sales growth in the SPG portfolio than they do nationally.
•		Shopper traffic overall has returned to pre-9/11 levels, although some properties dependent on tourist traffic have not.
•		We believe that SPG malls may be the beneficiaries of a growing trend for people to shift away from long-distance vacation plans. There is a reasonable chance that the local regional mall could become the destination for shorter vacations or for those who choose to forego vacations altogether.

Impact on Leasing Activities

•

The majority of our retailers have indicated that they are going ahead with their 2002 expansion plans. 9/11 has not altered their thinking in this area. Some retailers, however, have said that they will either wait and see how they perform in the upcoming holiday season before they commit to new openings next year, or that they will open no new stores in 2002. Given this climate, the general financial health of our tenants, and the Fed’s aggressive actions to prop up the economy, we do not expect to see year-over-year erosion in occupancy in 2002.

Security and Mall Operations

•		The safety of shoppers and employees is and always has been a top priority for Simon Property Group.
•		The 2 billion shoppers who pass through our doors each year expect, and have always had, a safe shopping environment. We expect that to continue.
•		Since 9/11, we have intensified already-established relationships with law enforcement and safety authorities to ensure that all appropriate security measures are being taken.
•		We have enacted certain enhancements to our security since 9/11. There is a resultant cost from these enhancements, although we do not expect this cost to be significant. Security costs are allocable to CAM, therefore, there is no meaningful impact to SPG’s bottom line. We are also attempting to aggressively lower other operational expenses in an effort to keep CAM from increasing and minimizing the burden on our tenants.

Risk Management Program

•		The real estate industry is facing stern challenges in insurance renewals for 2002 and beyond. As most of you have been reading, the Federal government will very likely play a role in providing terrorism insurance coverage for commercial real estate.
•		Because of SPG’s portfolio size, geographic diversity, and ability to accept higher retention levels than others in our industry, we are as well positioned as we can be in this area. This will result in our ability to provide lower insurance costs per square foot to our tenants and partners, while maintaining broad coverages that afford appropriate risk management.
•		However, the cost of insurance coverage is expected to increase. We expect property insurance prices to increase and general liability insurance prices to increase. Having said that, these costs are also generally recoverable through CAM, thus there is minimal impact to SPG’s bottom line. We are also much better positioned than our peers to manage this situation due to the existence of our 100%-owned captive insurance subsidiary, Rosewood.

Liquidity and Capital Activities

Lastly, I would like to discuss liquidity and capital activities. During the third quarter, we completed the following financing transactions:

•		In August, we completed a financing pool on 4 “middle market” regional malls. This 10-year, $277 million loan was obtained at a fixed rate of 6.99%.
•		We also placed a $110 million, 3-year mortgage on the Riverway office building at LIBOR plus 115 basis points.
•		We then used the proceeds from the above transactions, along with excess cash flow, to retire the third and final $435 million tranche of the CPI-related unsecured term loan facility.

In October, we completed the sale of $750 million of 6.375% senior unsecured notes due November 15, 2007. All securities in this offering were rated Baa1 by Moody’s and BBB by Standard & Poor’s. Net proceeds from the offering have been initially used to reduce the outstanding balance of the Company’s $1.25 billion unsecured credit facility. As of today, the outstanding balance on our line is only $50 million, with $1.2 billion of unused availability. Over the next few months, the Company plans to also retire $235 million in mortgage indebtedness on six wholly owned properties and to retire $250 million of 9% bonds that mature in early 2002. After the ultimate utilization of proceeds, the transaction is dilutive by less than a penny to 2002 FFO. This offering, which was increased from its original size of $500 million due to strong investor demand, demonstrates our ability to successfully access the unsecured debt market. And despite the potential intoxication with current LIBOR rates, we think that this was a perfect time to lock-in very attractive long term, fixed rate financing to fund our business.

Our balance sheet is as strong as it has ever been, with strong liquidity from the availability on our corporate credit facility and over $800 million of EBITDA expected to be generated in the year 2001 from properties that are unencumbered. Our interest coverage ratio remains steady at 2.3 times.

Now I will turn the call over to Rick who will discuss our development and acquisition activities.

Development Activities (Rick Sokolov)

Hello from Bowie Town Center in Bowie, Maryland, which is our only new development opening in 2001. Bowie is an open-air regional shopping center comprising 556,000 square feet. Many of its tenants “soft” opened on October 18th. The center is anchored by Hecht’s (which opened August 8th) and Sears (which opened October 17^th) and features Barnes & Noble, Bed Bath & Beyond and Old Navy. Safeway anchors a 101,000 square foot grocery retail component, which will open in early 2002.

Shoppers have responded very well at this property since its opening. As was noted in our press release, the grand opening of Hecht’s was one of the most successful launches of a Hecht’s branch in the store’s 144-year history, significantly exceeding May Company’s expectations. The Sears location at Bowie has substantially outperformed its sales plan since its opening.

The center looks terrific and customer traffic is very brisk. This retail project fills an important niche in this marketplace, and I believe that we have come up with a concept that both retailers and shoppers will be pleased with.

Acquisition Activities

On October 1^st, SPG closed on the acquisition of a 50% ownership interest in Fashion Valley Mall in San Diego, California. This 1.7 million square-foot, super-regional mall is anchored by Neiman Marcus, Nordstrom, Saks Fifth Avenue, Macy’s, Robinsons-May and JCPenney. Fashion Valley is 99% leased and generates small shop sales in excess of $575 per square foot. Total sales generated by the mall exceed $650 million annually.

The 50% interest was purchased from Lend Lease Real Estate Investments through its Prime Property Fund, who remains our partner. Concurrent with the closing, the partnership secured a $200 million, 7-year mortgage bearing interest at 6.5%. Simon also assumed management responsibilities for the mall.

Our 50% interest was purchased at a cost of $165 million, including our share of debt. The expected first year return is approximately 8.4% and the projected cash return on our equity approaches 13%.

We believed it was opportunistic to acquire Fashion Valley for the following reasons:

•		It is the highest producing center in San Diego with the only Neiman Marcus in San Diego County and is clearly the “center of choice” for retailers operating in that market.
•		It is one of the most productive centers in California and fits perfectly with SPG’s strategy to acquire highly productive, market-dominant malls.
•		The potential exists to upgrade the tenant mix with luxury tenants and to increase cash flow through our SBV and SBN initiatives.
•		Competition presents no serious challenge, and there are no new projects on the horizon to threaten current customer shopping patterns.
•		The acquisition is immediately accretive to SPG FFO.

In August, we closed on the restructuring of ownership interests of The Fashion Centre at Pentagon City. Our previous partner exercised a buy-sell provision, triggering the transaction. We increased our economic ownership interest to 50%. CalPERS now owns the remaining 50%.

We believed it was very advantageous to increase our ownership interest in Pentagon for several reasons:

•		Pentagon is one of SPG’s “trophy” properties with more than 14 million shopper visits annually.
•		The center is 100% leased and generated sales per square foot of $750 in 2000.
•		There also continues to be upside in the future operating performance of the asset.

And now David will spend a few minutes updating you on our technology initiatives.

Technology Initiatives (David Simon)

As Steve mentioned earlier, during the quarter we took a charge to write-off our clixnmortar investment. Due to the soft economy, our intense focus on MerchantWired, and our unwillingness to solicit retailers with multiple product offerings, we have opted to shelve the clix products for now and to write-off all related costs. And while we will commit no additional resources to clix, we still believe that there is value to the product as we have a U.S. patent pending for the clix technology, and we still believe that it may have viability and value once the economy rebounds.

The only remaining technology investments for the company are MerchantWired and our $2.7 million investment in Facility Pro through Project Constellation.

Now let me update you on the status of MerchantWired. In spite of tougher operating conditions for retailers, we have 10 retailers totaling 3,200 stores using the MerchantWired network today. We have additional retailers in the pipeline for 2002 deployment. We and our other mall REIT partners believe in the MerchantWired concept. MerchantWired today is generating retailer revenues at an annualized pace of approximately $13 million, and we have been successful at aggressively reducing operating expenses; but we still have a ways to go in terms of reaching a cash flow breakeven as we continue to focus on the future of MerchantWired.

Conclusion

In closing, I just want to say that in spite of all of the challenges facing our country today, we remain bullish about our business. As we grew the company through various acquisitions and redevelopment activities, our focus was on adding high quality, market dominant real estate. Our properties are the malls that tenants want to be in. We fully expect our stronger, dominant mall portfolio to weather this economic downturn very well.

In an environment where most S&P 500 companies are experiencing sharp profit declines or losses, we expect to meaningfully grow FFO in 2002. This growth, coupled with our dividend yield that is currently north of 7 percent, will continue to provide an attractive total return to our shareholders.

And now Operator, we are ready to open the call to questions.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Not Applicable

Description

Exhibit 99.1

Supplemental Information

SIMON PROPERTY GROUP

Limited Partners

Preferred Stock/Units Outstanding

As of September 30, 2001

Per Share

Aggregate

Number of

Liquidation

Liquidation

Ticker

Issuer

Description

Shares/Units

Preference

Preference

Symbol

Shelly Doran 317.685.7330 Investors

Billie Scott 317.263.7148 Media

FOR IMMEDIATE RELEASE

New Development Activities