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): May 6, 2004

SIMON PROPERTY GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-14469 (Commission File Number)		046268599 (IRS Employer Identification No.)
115 WEST WASHINGTON STREET INDIANAPOLIS, INDIANA (Address of principal executive offices)				46204 (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 7. Financial Statements and Exhibits

Financial Statements:

None

Exhibits:

Exhibit No.		Description		Page Number in This Filing
99.1		Supplemental Information as of March 31, 2004		5
99.2		Earnings Release for the quarter ended March 31, 2004		1

Item 9. Regulation FD Disclosure

On May 6, 2004, the Registrant made available additional ownership and operation information concerning the Registrant, Simon Property Group, L.P., and properties owned or managed as of March 31, 2004, 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 also available upon request as specified therein.

Item 12. Results of Operation and Financial Condition

On May 6, 2004, the Registrant issued a press release containing information on earnings for the quarter ended March 31, 2004 and other matters. A copy of the press release is included as an exhibit to this filing.

The exhibits furnished herewith use the non-GAAP financial measures Funds from Operations ("FFO") and Net Operating Income ("NOI"). The Company considers FFO and NOI key measures of its operating performance that are not specifically defined by accounting principles generally accepted in the United States ("GAAP"). The Company believes that FFO and NOI are helpful to investors because they are widely recognized measures of the performance of real estate investment trusts and provide relevant bases for comparison among REITs. The Company also uses FFO and NOI internally to measure the operating performance of its portfolio. The reconciliation of net income to FFO is provided on page 8 furnished herewith in Exhibit 99.2. The reconciliation of net income to NOI is provided on page 15 furnished herewith in Exhibit 99.1.

The exhibits included with this filing are being furnished pursuant to Item 9 and Item 12 of Form 8-K.

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: May 6, 2004
	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 March 31, 2004

Description		Page
Exhibit 99.1	Supplemental Information
	Company Overview
	Overview (reporting calendar, stock information, and corporate ratings)	5-6
	Ownership Structure	7
	Changes in Common Shares and Unit Ownership	8
	Financial Data
	Selected Financial Information
	Financial Highlights and Operational Statistics	9-10
	Shareholders' Equity Information	11
	Debt Information	11
	Debt-to-Market Capitalization	11
	Miscellaneous Balance Sheet Data	11
	Unaudited Pro-Rata Balance Sheet	12-13
	Unaudited Pro-Rata Statement of Operations	14
	Reconciliation of NOI to Net Income	15
	Computation of Comparable Property NOI Growth	16
	Analysis of Other Income and Other Expense	17
	NOI Composition	18
	Operational Data
	Portfolio GLA, Occupancy & Rent Data	19
	Rent Information	20
	Lease Expirations	21-22
	Top Regional Mall Tenants	23
	2004 Projected Regional Mall Anchor/Big Box Openings	24
	2005 Projected Regional Mall Anchor/Big Box Openings	25
	Property Listing—North American Assets	26-31
	Property Listing—European Assets	32
	Development Activity
	Capital Expenditures	33
	North American Development Activity Report	34-36
	European Development Activity Report	37
	Balance Sheet Information
	Debt Amortization and Maturities by Year	38
	Summary of Indebtedness	39
	Summary of Indebtedness by Maturity	40-45
	Unencumbered Assets	46-48
	Preferred Stock/Units Outstanding	49
	Quarterly Earnings Announcement
Exhibit 99.2	Press Release	1-12

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Item 7. Financial Statements and Exhibits

Item 9. Regulation FD Disclosure

Item 12. Results of Operation and Financial Condition

SIGNATURES
SIMON PROPERTY GROUP Table of Contents As of March 31, 2004

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Exhibit 99.1

SIMON PROPERTY GROUP

Overview

The Company

Simon Property Group, Inc. (the "Company") (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 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 March 31, 2004, the Company, directly or through the Operating Partnership, owned or had an interest in 247 properties which consisted of regional malls, community shopping centers and office and mixed-use properties (mixed-use properties include a combination of retail, office space or hotel components) containing an aggregate of 191 million square feet of gross leasable area (GLA) in 37 states plus Canada. The Company also holds interests in 48 assets in Europe (in France, Italy, Poland and Portugal).

This package was prepared to provide (1) ownership information, (2) certain operational information, and (3) balance sheet information as of March 31, 2004, 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, Vice President 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

Overview

Reporting Calendar

Results for the next three quarters will be announced according to the following approximate schedule:

Second Quarter 2004		Late July 2004
Third Quarter 2004		Late October 2004
Fourth Quarter 2004		Early February 2005

Stock Information

Simon Property Group common stock and two issues of preferred stock are traded on the New York Stock Exchange under the following symbols:

Common Stock		SPG
8.75% Series F Cumulative Preferred		SPGPrF
7.89% Series G Cumulative Preferred		SPGPrG

Credit Ratings

Standard & Poor's
	Corporate	BBB+	(Stable)
	Senior Unsecured	BBB	(Stable)
	Preferred Stock	BBB-	(Stable)
Moody's
	Senior Unsecured	Baa2	(Stable)
	Preferred Stock	Baa3	(Stable)

Simon Property Group Ownership Structure(1)
March 31, 2004

(1): Schedule excludes preferred stock (see "Preferred Stock/Units Outstanding") and units not convertible into common stock.
(2): The number of outstanding shares of common stock of Simon Property exceeds the number of Operating Partnership units owned by Simon Property by 1,670,944. This is the result of the direct ownership of Ocean County Mall by Simon Property, partially offset by units issued to Simon Property in exchange for the contribution of interests in Northshore Mall.
(3): Consists of Melvin Simon, Herbert Simon, David Simon, and/or trusts established for the benefit of members of the Simon family and Melvin Simon & Associates, Inc.
(4): Holders of Class B common stock are entitled to elect 4 of the 13 members of the Board of Directors and also have voting rights with regular common stock.
(5): Consists of NID Corporation, directly or indirectly, members of the DeBartolo family, including Edward J. DeBartolo, Jr. and M. Denise DeBartolo York, or trusts established for the benefit of members of the DeBartolo family or entities in which the foregoing persons hold interests.
(6): Holders of Class C common stock are entitled to elect 2 of the 13 members of the Board of Directors and also have voting rights with regular common stock.
(7): Other executives includes directors and executive officers of Simon Property, other than Simon and DeBartolo family members.

SIMON PROPERTY GROUP

Changes in Common Shares and Unit Ownership

For the Period from December 31, 2003 through March 31, 2004

	Operating Partnership Units(1)		Company Common Shares(2)
Number Outstanding at December 31, 2003	60,591,896		201,981,997
Issuance of Stock for Stock Option Exercises	—		171,373
Issuance of Units for Gateway Shopping Center Acquisition	120,671		—
Conversion of Units into Common Stock	(1,021,822	)	1,021,822
Conversion of Units into Cash	(2,107	)	—
Restricted Stock Awards (Stock Incentive Program), Net	—		380,700
Number Outstanding at March 31, 2004	59,688,638		203,555,892

Total Common Shares and Units Outstanding at March 31, 2004:
263,244,530(2)

Details for Diluted Common Shares Outstanding:

Company Common Shares Outstanding at March 31, 2004		203,555,892
Number of Common Shares Issuable Assuming Conversion of:
	Series C Preferred 7% Cumulative Convertible Units(3)	1,968,254
Net Number of Common Shares Issuable Assuming Exercise of Stock Options(4)		964,418
Diluted Common Shares Outstanding at March 31, 2004		206,488,564

Fully Diluted Common Shares and Units Outstanding at March 31, 2004:
266,177,202

(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 on page 49).
(3): Conversion terms provided in footnote (5) on page 49 of this document.
(4): Based upon the weighted average stock price for the quarter ended March 31, 2004.

SIMON PROPERTY GROUP

Selected Financial Information

As of March 31, 2004

Unaudited

(In thousands, except as noted)

		As of or for the Three Months Ended March 31,
		2004			2003
*Financial Highlights of the Company*
Total Revenue—Consolidated Properties		$	584,313		$	534,863
Net Income Available to Common Shareholders		$	48,351		$	55,140
Basic Earnings per Common Share		$	0.24		$	0.29
Diluted Earnings per Common Share		$	0.24		$	0.29
FFO of the Simon Portfolio		$	252,997		$	224,941
Diluted FFO of the Simon Portfolio		$	254,271		$	232,790
Basic FFO per Share		$	0.96		$	0.90
Diluted FFO per Share		$	0.96		$	0.89
Distributions per Share		$	0.65		$	0.60
*Operational Statistics for North American Properties*
Occupancy(1)
	Consolidated Assets		90.6	%		91.2	%
	Unconsolidated Assets		91.8	%		92.6	%
	Total Portfolio		91.1	%		91.7	%
Average rent per square foot(1)
	Consolidated Assets	$	31.82		$	30.29
	Unconsolidated Assets	$	34.20		$	32.96
	Total Portfolio	$	32.75		$	31.28
Comparable sales per square foot(2)
	Consolidated Assets	$	397		$	374
	Unconsolidated Assets	$	437		$	421
	Total Portfolio	$	411		$	390
Total sales per square foot(2)
	Consolidated Assets	$	393		$	370
	Unconsolidated Assets	$	433		$	417
	Total Portfolio	$	408		$	386
Number of U.S. Properties Open at End of Period			246			242
Number of Canadian Properties Open at End of Period			1			1

Number of North American Properties Open at End of Period(3)			247			243

Total U.S. GLA at End of Period (in millions of square feet)			190.56			183.29
Total Canadian GLA at End of Period (in millions of square feet)			0.25			0.25

Total North American GLA at End of Period (in millions of square feet)			190.81			183.54

*Operational Statistics for European Properties*
Occupancy at End of Period:			99.2	%		N/A
Average rent per square foot (in euros)			24.91			N/A
Number of European Properties Open at End of Period			48			N/A
Total European GLA at End of Period (in millions of square feet)			9.0			N/A

(1): Includes mall and freestanding stores

(2): 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.

(3)	Number of North American Properties at 12/31/03	246
	Add: New Developments Opened	0
	Add: Properties Acquired	1
	Less: Properties Sold	0

	Number of North American Properties at 3/31/04	247

	March 31, 2004		December 31, 2003
*Shareholders' Equity Information*
Limited Partner Units Outstanding at End of Period		59,689		60,592
Shares Outstanding at End of Period		203,556		201,982

Total Common Shares and Units Outstanding at End of Period		263,245		262,574

Weighted Average Limited Partnership Units Outstanding		60,587		61,122
Weighted Average Shares Outstanding—Basic(1)		202,250		189,475
Weighted Average Shares Outstanding—Diluted(1)		205,182		203,468
*Debt Information*
Consolidated Debt	$	10,506,183	$	10,266,388
Simon Group's Share of Joint Venture Debt	$	2,764,981	$	2,739,630
*Debt-to-Market Capitalization*
Common Stock Price at End of Period	$	58.44	$	46.34
Equity Market Capitalization(2)	$	16,053,325	$	12,834,007
Total Consolidated Capitalization	$	26,559,508	$	23,100,395
Total Capitalization—Including Simon Group's Share of JV Debt	$	29,324,489	$	25,840,025

		As of or for the Three Months Ended March 31,
		2004		2003
*Miscellaneous Balance Sheet Data*
Interest Capitalized during the Period:
	Consolidated Properties	$	2,857	$	2,231
	Joint Venture Properties	$	450	$	410
	Simon Group's Share of Joint Venture Properties	$	218	$	145

(1): For purposes of computing FFO per share
(2): Market value of Common Stock, Units and all issues of Preferred Stock of the Company.

On the next two pages, we present balance sheet and income statement data on a pro rata basis reflecting the Company's proportionate economic ownership of each asset in the Simon Group portfolio.

Basis of Presentation: The consolidated amounts shown are prepared on a consistent basis with the consolidated financial statements prepared by the Company. The Real Estate Joint Ventures column was derived on a property-by-property basis by applying the same percentage interests used to arrive at our share of net income during the period and applying them to all financial statement line items of each property. A similar calculation was performed for minority interests.

Simon Property Group
Pro-Rata Balance Sheet
As of March 31, 2004

			Consolidated			Minority Interest			The Company's Consolidated Share			Real Estate Joint Ventures			Total Company's Share
ASSETS:
	Investment properties, at cost		$	15,344,494		$	(159,260	)	$	15,185,234		$	4,998,518		$	20,183,752
	Less—accumulated depreciation			2,706,928			(38,901	)		2,668,027			692,039			3,360,066

				12,637,566			(120,359	)		12,517,207			4,306,479			16,823,686
	Cash and cash equivalents			489,757			(6,733	)		483,024			109,087			592,111
	Tenant receivables and accrued revenue, net			257,466			(3,248	)		254,218			83,063			337,281
	Investment in unconsolidated entities, at equity			1,646,948			—			1,646,948			(1,646,948	)		—
	Deferred costs, other assets, and minority interest, net			626,870			(49,819	)		577,051			(944	)		576,107

		Total assets	$	15,658,607		$	(180,159	)	$	15,478,448		$	2,850,737		$	18,329,185

LIABILITIES:
	Mortgages and other indebtedness		$	10,506,183		$	(152,226	)	$	10,353,957		$	2,764,981		$	13,118,938
	Accounts payable and accrued expenses			566,829			(5,914	)		560,915			116,494			677,409
	Cash distributions and losses in partnerships and joint ventures, at equity			23,238			—			23,238			(23,238	)		—
	Other liabilities, minority interest and accrued dividends			198,674			(22,019	)		176,655			(7,500	)		169,155

		Total liabilities		11,294,924			(180,159	)		11,114,765			2,850,737			13,965,502

LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIPS				828,003			—			828,003			—			828,003
LIMITED PARTNERS' PREFERRED INTEREST IN THE SPG OPERATING PARTNERSHIP				258,220			—			258,220			—			258,220
SHAREHOLDERS' EQUITY:
	CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock):
	All series of preferred stock, 100,000,000 shares authorized, 12,000,000 and 12,078,012 issued and outstanding, respectively. Liquidation values $375,000 and $376,950, respectively.			365,652			—			365,652			—			365,652
	Common stock, $.0001 par value, 400,000,000 shares authorized, 205,642,447 and 200,876,552 issued and outstanding, respectively			21			—			21			—			21
	Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 and 3,200,000 issued and outstanding, respectively			—			—			—			—			—
	Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding			—			—			—			—			—
	Capital in excess of par value			4,160,063			—			4,160,063			—			4,160,063
	Accumulated deficit			(1,180,654	)		—			(1,180,654	)		—			(1,180,654	)
	Accumulated other comprehensive income			16,240			—			16,240			—			16,240
	Unamortized restricted stock award			(31,344	)		—			(31,344	)		—			(31,344	)
	Common stock held in treasury at cost, 2,098,555 shares			(52,518	)		—			(52,518	)		—			(52,518	)

		Total shareholders' equity		3,277,460			—			3,277,460			—			3,277,460

			$	15,658,607		$	(180,159	)	$	15,478,448		$	2,850,737		$	18,329,185

SIMON PROPERTY GROUP
Pro-Rata Statement of Operations
For three months ended March 31, 2004

			Consolidated			Minority Interest			The Company's Consolidated Share			Real Estate Joint Ventures			Total Company's Share
REVENUE:
	Minimum rent		$	355,609			(3,886	)		351,723			102,766		$	454,489
	Overage rent			9,509			(100	)		9,409			2,204			11,613
	Tenant reimbursements			174,063			(2,564	)		171,499			47,682			219,181
	Management fees and other revenues			17,913			0			17,913			0			17,913
	Other income			27,219			(134	)		27,085			7,761			34,846

		Total revenue		584,313			(6,684	)		577,629			160,413			738,042

EXPENSES:
	Property operating			85,123			(1,479	)		83,644			30,589			114,233
	Depreciation and amortization			138,385			(1,100	)		137,285			41,723			179,008
	Real estate taxes			60,386			(727	)		59,659			13,329			72,988
	Repairs and maintenance			22,477			(449	)		22,028			6,415			28,443
	Advertising and promotion			12,635			(150	)		12,485			3,513			15,998
	Provision for credit losses			3,415			(120	)		3,295			992			4,287
	Home and regional office costs			20,965			0			20,965			0			20,965
	General & administrative			3,564			0			3,564			0			3,564
	Other			8,893			(371	)		8,522			8,405			16,927

		Total operating expenses		355,843			(4,396	)		351,447			104,966			456,413

OPERATING INCOME				228,470			(2,288	)		226,182			55,447			281,629
Interest expense				153,386			(1,427	)		151,959			38,375			190,334

Income before minority interest				75,084			(861	)		74,223			17,072			91,295
Minority interest				(861	)		861			—			—			—
Gain (loss) on sales of assets and other, net				(13,500	)		—			(13,500	)		—			(13,500	)
Income tax expense of taxable REIT subsidiaries				(2,010	)		—			(2,010	)		—			(2,010	)

Income before unconsolidated entities				58,713			—			58,713			17,072			75,785
Income from other unconsolidated entities				17,072			—			17,072			(17,072	)		—

Income from continuing operations				75,785			—			75,785			—			75,785
Results of operations from discontinued operations				(209	)		—			(209	)		—			(209	)
Gain on disposal or sale of discontinued operations				91			—			91			—			91

Income before allocation to limited partners				75,667			—			75,667			—			75,667
LESS:
	Limited partners' interest in the Operating Partnerships			14,575			—			14,575			—			14,575
	Preferred distributions of the Operating Partnership			4,905			—			4,905						4,905

NET INCOME				56,187			—			56,187			—			56,187
Preferred dividends				(7,836	)		—			(7,836	)		—			(7,836	)

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS			$	48,351		$	—		$	48,351		$	—		$	48,351

RECONCILIATION TO FFO:
Net Income										56,187			—			56,187
	Less:
		Joint Venture Net Income								(17,072	)		17,072			—

	Net Income									39,115			17,072			56,187
	Plus:
		Limited Partners' interest in the Operating Partnership and Preferred distributions of the Operating Partnership								19,480			—			19,480
		Depreciation and amortization from combined consolidated properties and discontinued operations								136,251			—			136,251
		Our share of depreciation and amortization from unconsolidated affiliates								—			41,492			41,492
		Loss on sale of real estate and discontinued operations								13,409						13,409
	Less:
		Minority interest portion of depreciation and amortization								(1,081	)		—			(1,081	)
		Preferred distributions (Including those of subdisiaries)								(12,741	)		—			(12,741	)

Our FFO										194,433			58,564			252,997

	% of Total FFO:									76.85	%		23.15	%		100.00	%

SIMON PROPERTY GROUP
Reconciliation of NOI to Net Income
As of March 31, 2004

Industry practice is to evaluate real estate properties on an unleveraged basis. NOI is a standard industry performance measure which is defined as operating income plus depreciation and amortization, both calculated in accordance with accounting principles generally accepted in the United States ("GAAP"). We consider NOI to be a key measure of our operating performance that is not specifically defined GAAP. We believe that NOI is helpful to investors because it is a widely recognized measure of the performance of REITs and provides a relevant basis for comparison among REITs. We also use NOI internally to measure the operating performance of our portfolio.

However, you should understand that NOI:

•: does not represent cash flow from operations as defined by GAAP,
•: should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance,
•: is not an alternative to cash flows as a measure of liquidity, and
•: is not indicative of cash flows from operating, investing and financing activities.

The Reconciliation of NOI to Net Income provides "Total NOI of the Simon Group Portfolio" and reconciles the amounts to net income, which we believe is the most directly comparable GAAP financial measure. The Computation of Comparable Property NOI Growth provides the increase in the comparable regional mall and mixed-use NOI for the three months ended March 31, 2004.

	For the Three Months Ended March 31,
	2004			2003
	(in thousands)
Reconciliation of NOI of consolidated Properties:
Net Income	$	56,187		$	70,822
Add: Preferred distributions of the Operating Partnership		4,905			2,835
Limited partners' interest in the Operating Partnership		14,575			18,661
Discontinued operations—Results of operations and loss on disposal or sale, net		118			(7,337	)
Income tax expense of taxable REIT subsidiaries		2,010			1,963
Minority interest		861			1,833
Interest Expense		153,386			151,197
Income from unconsolidated entities		(17,072	)		(21,380	)
Gain (Loss) on sales of assets and other, net		13,500			(23	)

Operating Income		228,470			218,571
Depreciation and amortization expense		138,385			120,947

NOI of consolidated Properties	$	366,855		$	339,518

Reconciliation of NOI of unconsolidated entities:
Net Income	$	56,261		$	66,165
Add: Minority interest		—			92
Interest Expense		111,791			86,205
Discontinued operations—Results of operations and loss on disposal or sale, net		—			(3,386	)
Income from unconsolidated entities		689			(2,294	)

Operating Income		168,741			146,782
Depreciation and amortization expense		80,784			60,940

NOI of unconsolidated entities	$	249,525		$	207,722

Total consolidated and unconsolidated NOI from continuing operations	$	616,380		$	547,240

Adjustments to NOI:
NOI of discontinued consolidated and unconsolidated Properties		(210	)		11,828

Total NOI of the Simon Group Portfolio	$	616,170		$	559,068

Increase in NOI from prior period		10.2	%		6.8	%
Less: Joint venture partner's share of NOI		155,743			126,239

Simon Group's Share of NOI	$	460,427		$	432,829

Increase in Simon Group's Share of NOI from prior period		6.4	%		10.3	%

SIMON PROPERTY GROUP
Computation of Comparable Property NOI Growth
As of March 31, 2004

			For the Three Months Ended March 31,
			2004			2003
			(in thousands)
Total NOI of the Simon Group Portfolio			$	616,170		$	559,068
Reconciliation of NOI of Simon Group Portfolio to NOI of Regional Malls and Mixed-Use Properties from continuing operations:
	NOI of non-Regional Mall and Mixed-Use activities including Home and Regional Office cost allocations			(127,442	)		(84,811	)

NOI from Regional Malls and Mixed-Use Properties from continuing operations			$	488,728		$	474,257

Adjustments to NOI from Regional Malls and Mixed-Use Properties for non-comparable activity:
	Other Non-Regional Mall and Mixed-Use activities
		Corporate and other		(2,887	)		(2,632	)

Comparable NOI of Regional Malls and Mixed-Use Properties			$	485,841		$	471,625

Increase in Comparable Regional Mall and Mixed-Use NOI from prior period				3.0	%

SIMON PROPERTY GROUP
Analysis of Other Income and Other Expense
As of March 31, 2004
(In thousands)

	For the Three Months Ended March 31,
	2004		2003
*Consolidated Properties*
Other Income
Interest Income	$	4,012	$	3,942
Lease Settlement Income		2,392		2,232
Gains on Land Sales and Income from the Sale of Net Leases		4,274		4,250
Simon Brand Ventures/Simon Business Network Revenues(1)		13,594		7,810
Other		2,947		2,738

Totals	$	27,219	$	20,972

*Other Expense*
Ground Rent	$	4,665	$	3,086
Professional Fees		1,210		1,536
Simon Brand Ventures/Simon Business Network Expenses		700		156
Other		2,318		1,176

Totals	$	8,893	$	5,954

(1): Additional Simon Brand Ventures and Simon Business Network revenues are recorded in minimum rent.

SIMON PROPERTY GROUP
NOI Composition
For the Three Months Ended March 31, 2004

U.S. Geographic Diversification
of Regional Mall Portfolio(1)

Asset Mix of Portfolio

(1)	Northeast—PA, NY, VT, NH, ME, MA, NJ, CT and RI	West North Central—ND, SD, NE, KS, MN, IA and MO
	Mideast—KY, WV, MD, DE, VA, NC and SC	East North Central—WI, MI, OH, IN and IL
	Southeast—TN, MS, AL, GA and FL	Mountain—NV, AZ, NM, UT, CO, ID, MT and WY
	Southwest—TX, OK, LA and AR	Pacific—CA, OR and WA

SIMON PROPERTY GROUP
Portfolio GLA, Occupancy & Rent Data
As of March 31, 2004

Type of Property		GLA-Sq. Ft.	Total Owned GLA	% of Owned GLA		% of Owned GLA Which is Leased		Average Base Rent Per Square Foot
U.S. Properties:
Regional Malls
—Anchor		104,556,020	30,125,483	27.7	%	93.6	%	$	4.17
—Mall Store		60,576,519	60,430,369	55.6	%	91.1	%	$	33.47
—Freestanding		4,068,558	2,061,862	1.9	%	89.3	%	$	10.91

	Subtotal	64,645,077	62,492,231	57.5	%	91.1	%	$	32.75
Regional Mall Total		169,201,097	92,617,714	85.2	%	91.9	%
Community Shopping Centers
—Anchor		12,953,812	8,259,362	7.6	%	89.1	%	$	8.96
—Mall Store		4,469,468	4,386,640	4.0	%	91.2	%	$	14.08
—Freestanding		928,216	468,205	.4	%	94.9	%	$	7.77

Community Ctr. Total		18,351,496	13,114,207	12.0	%	90.0	%	$	10.75
Office Portion of Mixed-Use Properties		3,014,333	3,014,333	2.8	%	81.3	%	$	26.11
Subtotal U.S. Properties		190,566,926	108,746,254	100.00	%
Canadian Properties		246,972

Total North American Properties		190,813,898

U.S. Occupancy History
As of	Regional Malls(1)		Community Shopping Centers(2)
3/31/04	91.1	%	90.0	%
3/31/03	91.7	%	87.3	%
12/31/03	92.4	%	90.2	%
12/31/02	92.7	%	86.9	%
12/31/01	91.9	%	90.0	%
12/31/00	91.8	%	91.5	%
12/31/99	90.6	%	88.6	%

(1): Includes mall and freestanding stores.
(2): Includes all Owned GLA.

SIMON PROPERTY GROUP
Rent Information
As of March 31, 2004

Average Base Rent
Per Square Foot

As of	Mall & Freestanding Stores at Regional Malls		% Change		Community Shopping Centers		% Change
3/31/04	$	32.75	4.7	%	$	10.75	6.5	%
3/31/03	$	31.28	—		$	10.09	—
12/31/03	$	32.26	5.1	%	$	10.59	4.6	%
12/31/02		30.70	4.8			10.12	3.0
12/31/01		29.28	3.4			9.83	5.0
12/31/00		28.31	3.6			9.36	12.0
12/31/99		27.33	6.3			8.36	8.9

Rental Rates

	Average Base Rent(1)
	Average Base Rent(1)				Amount of Change
			Store Closings/ Lease Expirations During Period		Amount of Change
Year	Lease Signings During Period		Store Closings/ Lease Expirations During Period		$ Change			% Change
Regional Malls:
2004 (YTD)	$	38.61	$	32.36	$	6.25		19.3	%
2003		41.28		32.99		8.29		25.1
2002		40.35		32.58		7.77		23.8
2001		34.88		29.10		5.78		19.9
2000		35.13		29.24		5.89		20.1
1999		31.25		24.55		6.70		27.3
Community Shopping Centers:
2004 (YTD)	$	13.11	$	13.39	$	(0.28	)	(2.1	)%
2003		12.38		10.48		1.90		18.1	%
2002		10.19		8.39		1.80		21.5	%
2001		12.79		9.30		3.49		37.5
2000		14.21		11.51		2.70		23.5
1999		10.26		7.44		2.82		37.9

(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 March 31, 2004

Year	Number of Leases Expiring	Square Feet	Avg. Base Rent per Square Foot at 3/31/04
Regional Malls—Mall Stores & Freestanding
Month to Month Leases	989	2,398,120	$	33.19
2004 (4/1-12/31)	1,037	1,775,778	$	36.50
2005	2,301	6,240,879	$	30.91
2006	2,173	5,713,733	$	33.11
2007	2,197	5,651,911	$	33.56
2008	1,829	5,593,368	$	33.48
2009	1,620	5,061,661	$	32.00
2010	1,615	4,811,231	$	34.98
2011	1,471	4,485,504	$	33.75
2012	1,204	4,084,288	$	35.33
2013	1,257	3,949,717	$	38.97
2014	712	2,503,378	$	35.24
2015 and Thereafter	155	2,104,941	$	20.02
Specialty Leasing Agreements w/terms in excess of 12 months	785	1,996,207	$	12.07
Regional Malls—Anchor Tenants
Month to Month Leases	4	238,400	$	6.18
2004 (4/1-12/31)	9	963,775	$	3.84
2005	19	2,462,237	$	1.97
2006	22	2,685,861	$	2.73
2007	16	1,696,364	$	2.12
2008	26	3,078,293	$	3.79
2009	25	2,585,303	$	3.22
2010	18	1,890,810	$	3.58
2011	11	928,657	$	6.44
2012	18	2,151,362	$	4.83
2013	10	1,638,346	$	6.86
2014	12	1,114,832	$	7.80
2015 and Thereafter	48	5,797,216	$	5.16
Community Centers—Mall Stores & Freestanding
Month to Month Leases	43	131,845	$	14.12
2004 (4/1-12/31)	101	169,706	$	14.50
2005	223	703,650	$	15.08
2006	199	680,509	$	14.22
2007	144	592,835	$	13.25
2008	133	603,065	$	13.48
2009	65	294,773	$	13.52
2010	43	301,840	$	14.50
2011	34	231,741	$	15.23
2012	20	129,945	$	15.40
2013	16	185,578	$	9.50
2014	9	45,695	$	15.55
2015 and Thereafter	7	89,680	$	12.63
Specialty Leasing Agreements w/terms in excess of 12 months	9	50,752	$	2.73

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

SIMON PROPERTY GROUP
Lease Expirations(1)
As of March 31, 2004

Year	Number of Leases Expiring	Square Feet	Avg. Base Rent per Square Foot at 3/31/04
Community Centers—Anchor Tenants
Month to Month Leases	1	60,000	$	3.15
2004 (4/1-12/31)	3	90,707	$	5.71
2005	10	303,133	$	8.46
2006	18	681,919	$	6.38
2007	16	606,264	$	6.48
2008	16	382,757	$	10.76
2009	18	669,533	$	7.24
2010	22	859,983	$	10.13
2011	8	388,127	$	12.86
2012	9	443,562	$	9.11
2013	12	354,507	$	10.04
2014	11	444,897	$	8.21
2015 and Thereafter	36	1,917,782	$	9.83
Specialty Leasing Agreements w/terms in excess of 12 months	3	103,982	$	0.48

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

SIMON PROPERTY GROUP
Top Regional Mall Tenants
As of March 31, 2004
(Square Feet in 000's)

Top 15 In-Line Retail Tenants (sorted by percentage of total base minimum rent)

Tenant	Number of Stores	Square Feet	Percent of Total Sq. Ft.		Percent of Total Base Min. Rent
Limited Brands, Inc.	573	3,598	1.9	%	4.6	%
The Gap, Inc.	352	3,656	1.9	%	3.2	%
Foot Locker, Inc.	388	1,580	0.8	%	2.2	%
Zale Corporation	429	485	0.3	%	1.8	%
Abercrombie & Fitch Co.	138	1,029	0.5	%	1.4	%
Luxottica Group S.P.A	364	646	0.3	%	1.3	%
Sterling Jewelers, Inc.	202	287	0.2	%	1.1	%
Hallmark Cards, Inc.	211	697	0.4	%	0.9	%
American Eagle Outfitters, Inc.	126	657	0.3	%	0.9	%
Trans World Entertainment Corp.	112	700	0.4	%	0.9	%
The Musicland Group, Inc.	138	580	0.3	%	0.8	%
Williams-Sonoma Stores, Inc.	84	593	0.3	%	0.8	%
Retail Brand Alliance, Inc.	100	557	0.3	%	0.8	%
Ann Taylor, Inc.	91	507	0.3	%	0.8	%
The Wet Seal, Inc.	133	511	0.3	%	0.8	%

Top 15 Anchors (sorted by percentage of total square footage)(1)

Tenant	Number of Stores	Square Feet	Percent of Total Sq. Ft.		Percent of Total Base Min. Rent
Sears Roebuck & Co.	134	20,446	10.7	%	0.5	%
Federated Department Stores	96	18,846	9.9	%	0.7	%
J.C. Penney Co., Inc.	116	16,661	8.7	%	1.0	%
The May Department Stores	88	13,172	6.9	%	0.2	%
Dillard's Department Stores	82	12,094	6.3	%	0.2	%
Saks Incorporated	41	4,766	2.5	%	1.1	%
Nordstrom, Inc.	21	3,783	2.0	%	0.1	%
Target Corporation	27	3,245	1.7	%	0.0	%
Belk, Inc.	15	1,747	0.9	%	0.1	%
The Neiman Marcus Group, Inc.	7	926	0.5	%	0.1	%
Von Maur, Inc.	7	592	0.3	%	0.0	%
Kohl's Department Stores	6	573	0.3	%	0.0	%
Boscov's Department Stores, Inc.	3	521	0.3	%	0.1	%
The Bon-Ton Stores, Inc.	6	497	0.3	%	0.1	%
Burlington Coat Factory, Inc.	3	314	0.2	%	0.1	%

(1): Includes space leased and space owned by the anchor

SIMON PROPERTY GROUP
2004 Projected Regional Mall Anchor/Big Box Openings

Property Name	Location	New Tenant	Former Tenant
Bangor Mall	Bangor, ME	Dick's Sporting Goods	Porteus
Battlefield Mall	Springfield, MO	Steve & Barry's	Battlefield Cinema
Century III Mall	Pittsburgh, PA	Dick's Sporting Goods	Wickes Furniture
College Mall	Bloomington, IN	Target*	JCPenney
Cordova Mall	Pensacola, FL	Cost Plus World Market*	Montgomery Ward
Dadeland Mall	Miami, FL	Nordstrom	Lord & Taylor
Emerald Square	Attleboro, MA	Filene's Home	Lord & Taylor
Greenwood Park Mall	Greenwood, IN	Dick's Sporting Goods*	Service Merchandise
Gulfview Square	New Port Richey, FL	Best Buy* Linens 'n Things	Dillard's Dillard's
Hutchinson Mall	Hutchinson, KS	Goody's	Small shops
Irving Mall	Irving, TX	Circuit City	Food court & small shops
Maplewood Mall	St. Paul, MN	Barnes & Noble	—
North East Mall	Hurst, TX	Rave Theater	Montgomery Ward
Prien Lakes Mall	Lake Charles, LA	Cinemark Theater	White House
Rolling Oaks	San Antonio, TX	JCPenney San Antonio Skate Park	— Regal Cinema
Roosevelt Field	Garden City, NY	Bloomingdale's Furniture and Bedding* Galyans*	Stern's Stern's
South Hills Village	Pittsburgh, PA	Barnes & Noble	—
Southern Hills Mall	Sioux City, IA	JCPenney Barnes & Noble*	— —
SouthPark Mall	Moline, IL	Dillard's	Montgomery Ward
SouthPark Mall	Charlotte, NC	Nordstrom* Galyan's	— Sears
Sunland Mall	El Paso, TX	Foley's	JCPenney
Tippecanoe Mall	Lafayette, IN	Dick's Sporting Goods H.H. Gregg	Lazarus Lazarus
Town Center at Cobb	Kennesaw, GA	Macy's/Rich's Home Store	Macy's
Washington Square	Indianapolis, IN	Burlington Coat Factory* Dick's Sporting Goods	JCPenney Lazarus
White Oaks Mall	Springfield, IL	Dick's Sporting Goods	Montgomery Ward

*: Tenant has already opened

SIMON PROPERTY GROUP
2005 Projected Regional Mall Anchor/Big Box Openings

Property Name	Location	New Tenant	Former Tenant
Aurora Mall	Aurora, CO	Foley's—Expanded and renovated	—
Boynton Beach Mall	Boynton Beach, FL	Muvico Theater	Macy's
Cielo Vista Mall	El Paso, TX	Cinemark Theater	—
College Mall	Bloomington, IN	Dick's Sporting Goods	Lazarus
Emerald Square	Attleboro, MA	Filene's Men Store	Lord & Taylor
Fashion Mall at Keystone	Indianapolis, IN	Landmark Cinema	Small Shops
Irving Mall	Irving, TX	Burlington Coat Factory	JCPenney
Phipps Plaza	Atlanta, GA	Nordstrom	Lord & Taylor
Town Center at Boca Raton	Boca Raton, FL	Neiman Marcus	Lord & Taylor
Washington Square	Indianapolis, IN	Kerasotes Theater	Lazarus
White Oaks Mall	Springfield, MO	Linens 'n Things Cost Plus World Market	Montgomery Ward Montgomery Ward

SIMON PROPERTY GROUP
Property Listing—North American Assets
As of March 31, 2004

					Gross Leasable Area
Property Name	State	City	Legal Ownership		Total	Anchor	Mall & Freestanding
*UNITED STATES:*
*Regional Malls*
McCain Mall	AR	N. Little Rock	100.0	%	776,656	554,156	222,500
University Mall	AR	Little Rock	100.0	%	565,968	412,761	153,207
Metrocenter	AZ	Phoenix	50.0	%	1,391,883	876,027	515,856
Southgate Mall	AZ	Yuma	100.0	%	321,574	252,264	69,310
Brea Mall	CA	Brea	100.0	%	1,316,230	874,802	441,428
Fashion Valley Mall	CA	San Diego	50.0	%	1,707,252	1,053,305	653,947
Laguna Hills Mall	CA	Laguna Hills (Orange County)	100.0	%	867,638	536,500	331,138
Santa Rosa Plaza	CA	Santa Rosa	100.0	%	698,650	428,258	270,392
Shops at Mission Viejo	CA	Mission Viejo (Orange County)	100.0	%	1,149,855	677,215	472,640
Westminster Mall	CA	Westminster (Orange County)	100.0	%	1,218,953	716,939	502,014
Stanford Shopping Center	CA	Palo Alto (San Francisco)	100.0	%	1,373,957	849,153	524,804
Aurora Mall	CO	Aurora (Denver)	100.0	%	994,576	566,015	428,561
Mesa Mall	CO	Grand Junction	50.0	%	861,558	425,817	435,741
Crystal Mall	CT	Waterford	74.6	%	793,821	442,311	351,510
Aventura Mall	FL	Miami Beach	33.3	%	1,904,383	1,242,098	662,285
Avenues, The	FL	Jacksonville	25.0	%(9)	1,116,519	754,956	361,563
Boynton Beach Mall	FL	Boynton Beach	100.0	%	1,183,724	883,720	300,004
Coral Square	FL	Coral Springs (Miami-Ft. Lauderdale)	97.2	%	944,835	648,144	296,691
Cordova Mall	FL	Pensacola	100.0	%	834,121	488,263	345,858
Crystal River Mall	FL	Crystal River	100.0	%	424,293	302,495	121,798
Dadeland Mall	FL	N. Miami Beach	50.0	%	1,466,402	1,131,986	334,416
DeSoto Square	FL	Bradenton	100.0	%	691,320	435,467	255,853
Edison Mall	FL	Fort Myers	100.0	%	1,042,072	742,667	299,405
Florida Mall, The	FL	Orlando	50.0	%	1,847,662	1,232,416	615,246
Gulf View Square	FL	Port Richey (Tampa-St. Pete)	100.0	%	728,164	461,852	266,312
Indian River Mall	FL	Vero Beach	50.0	%	748,008	445,552	302,456
Lake Square Mall	FL	Leesburg	50.0	%	561,165	296,037	265,128
Melbourne Square	FL	Melbourne	100.0	%	729,783	471,173	258,610
Miami International Mall	FL	S. Miami	47.8	%	1,074,186	783,308	290,878
Orange Park Mall	FL	Orange Park	100.0	%	924,361	534,180	390,181
Paddock Mall	FL	Ocala	100.0	%	560,444	387,378	173,066
Palm Beach Mall	FL	West Palm Beach	100.0	%	1,084,262	749,288	334,974
Port Charlotte Town Center	FL	Port Charlotte	80.0	%(5)	780,520	458,554	321,966
Seminole Towne Center	FL	Sanford	45.0	%(9)	1,153,601	768,798	384,803
The Shops @ Sunset Place	FL	Miami	37.5	%	515,744	—	515,744
Town Center at Boca Raton	FL	Boca Raton	100.0	%	1,561,605	1,067,197	494,408
Treasure Coast Square	FL	Jensen Beach	100.0	%	869,835	511,372	358,463
Tyrone Square	FL	St. Petersburg (Tampa-St. Pete)	100.0	%	1,128,243	748,269	379,974
University Mall	FL	Pensacola	100.0	%	707,028	478,449	228,579
Gwinnett Place	GA	Duluth (Atlanta)	50.0	%	1,277,461	843,609	433,852
Lenox Square	GA	Atlanta	100.0	%	1,483,049	821,356	661,693
Mall of Georgia	GA	Mill Creek (Atlanta)	50.0	%(10)	1,785,171	1,069,590	715,581
Northlake Mall	GA	Atlanta	100.0	%	962,310	665,745	296,565
Phipps Plaza	GA	Atlanta	100.0	%	820,982	472,385	348,597
Town Center at Cobb	GA	Kennesaw (Atlanta)	50.0	%	1,272,754	851,346	421,408
Lindale Mall	IA	Cedar Rapids	50.0	%	692,913	305,563	387,350
NorthPark Mall	IA	Davenport	50.0	%	1,077,869	651,533	426,336
Southern Hills Mall	IA	Sioux City	50.0	%	801,556	372,937	428,619
SouthRidge Mall	IA	Des Moines	50.0	%	1,002,538	497,806	504,732

Alton Square	IL	Alton (St. Louis)	100.0	%	639,062	426,315	212,747
Lincolnwood Town Center	IL	Lincolnwood (Chicago)	100.0	%	421,874	220,830	201,044
Northfield Square Mall	IL	Bourbonnais (Chicago)	31.6	%(10)	558,379	310,994	247,385
Northwoods Mall	IL	Peoria	100.0	%	695,411	472,969	222,442
Orland Square	IL	Orland Park (Chicago)	100.0	%	1,207,046	773,295	433,751
River Oaks Center	IL	Calumet City (Chicago)	100.0	%	1,378,812	834,588	544,224	(1)
SouthPark Mall	IL	Moline	50.0	%	1,026,053	578,056	447,997
White Oaks Mall	IL	Springfield	77.5	%	963,104	615,639	347,465
Castleton Square	IN	Indianapolis	100.0	%	1,472,292	1,105,913	366,379
Circle Centre	IN	Indianapolis	14.7	%	791,117	350,000	441,117
College Mall	IN	Bloomington	100.0	%	671,008	404,865	266,143
Eastland Mall	IN	Evansville	50.0	%	898,603	532,955	365,648
Fashion Mall at Keystone	IN	Indianapolis	100.0	%	658,469	249,721	408,748(1	)
Greenwood Park Mall	IN	Greenwood	100.0	%	1,313,240	898,928	414,312
Lafayette Square	IN	Indianapolis	100.0	%	1,207,670	937,223	270,447
Markland Mall	IN	Kokomo	100.0	%	413,332	273,094	140,238
Muncie Mall	IN	Muncie	100.0	%	654,742	435,756	218,986
Tippecanoe Mall	IN	Lafayette	100.0	%	779,385	488,373	291,012
University Park Mall	IN	Mishawaka	60.0	%	942,855	622,508	320,347
Washington Square	IN	Indianapolis	100.0	%	1,013,964	706,174	307,790
Hutchinson Mall	KS	Hutchinson	100.0	%	525,617	277,665	247,952
Towne East Square	KS	Wichita	100.0	%	1,179,518	779,490	400,028
Towne West Square	KS	Wichita	100.0	%	955,227	619,269	335,958
West Ridge Mall	KS	Topeka	100.0	%	1,026,745	716,811	309,934
Prien Lake Mall	LA	Lake Charles	100.0	%	810,728	631,762	178,966
Arsenal Mall	MA	Watertown (Boston)	100.0	%	501,883	191,395	310,488	(1)
Atrium Mall	MA	Chestnut Hill (Boston)	49.1	%	205,554	—	205,554
Auburn Mall	MA	Auburn (Boston)	49.1	%	592,252	417,620	174,632
Burlington Mall	MA	Burlington (Boston)	100.0	%	1,254,213	836,236	417,977
Cape Cod Mall	MA	Hyannis	49.1	%	723,776	420,199	303,577
Emerald Square	MA	North Attleboro	49.1	%	1,023,442	648,209	375,233
Greendale Mall	MA	Worcester (Boston)	49.1	%	431,302	132,634	298,668	(1)
Liberty Tree Mall	MA	Danvers (Boston)	49.1	%	857,002	498,000	359,002
Mall at Chestnut Hill, The	MA	Newton (Boston)	47.2	%	478,198	297,253	180,945
Northshore Mall	MA	Peabody (Boston)	49.1	%	1,684,740	989,277	695,463
Solomon Pond Mall	MA	Marlborough (Boston)	49.1	%	912,615	538,843	373,772
South Shore Plaza	MA	Braintree (Boston)	100.0	%	1,461,828	847,603	614,225
Square One Mall	MA	Saugus (Boston)	49.1	%	864,692	540,101	324,591
Bangor Mall	ME	Bangor	32.6	%(6)	654,914	417,757	237,157
Bowie Town Center	MD	Bowie (Washington, DC)	100.0	%	664,251	338,567	325,684
St. Charles Towne Center	MD	Waldorf (Washington, D.C.)	100.0	%	985,608	631,602	354,006
Mall of America	MN	Bloomington (Minneapolis-St. Paul)	27.5	%(4)	2,778,347	1,220,305	1,558,042
Maplewood Mall	MN	Minneapolis	100.0	%	919,371	589,060	330,311
Miller Hill Mall	MN	Duluth	100.0	%	805,664	429,508	376,156
Battlefield Mall	MO	Springfield	100.0	%	1,170,091	770,111	399,980
Independence Center	MO	Independence (Kansas City)	100.0	%	1,007,913	499,284	508,629
Biltmore Square	NC	Asheville	100.0	%	494,007	242,576	251,431
SouthPark Mall	NC	Charlotte	100.0	%	1,257,760	832,742	425,018
Crossroads Mall	NE	Omaha	100.0	%	858,594	609,669	248,925
Mall at Rockingham Park	NH	Salem (Boston)	24.6	%	1,020,249	638,111	382,138
Mall of New Hampshire	NH	Manchester (Boston)	49.1	%	807,285	444,889	362,396
Pheasant Lane Mall	NH	Nashua (Boston)	100.0	%(8)	989,011	675,759	313,252
Brunswick Square	NJ	East Brunswick (New York)	100.0	%	769,025	467,626	301,399
Livingston Mall	NJ	Livingston (New York)	100.0	%	985,598	616,128	369,470
Menlo Park Mall	NJ	Edison (New York)	100.0	%	1,283,645	527,591	756,054	(1)
Ocean County Mall	NJ	Toms River (New York)	100.0	%	892,839	616,443	276,396
Quaker Bridge Mall	NJ	Lawrenceville	39.6	%(6)	1,105,330	686,760	418,570
Rockaway Townsquare	NJ	Rockaway (New York)	100.0	%	1,248,309	786,626	461,683

Cottonwood Mall	NM	Albuquerque	100.0	%	1,041,299	631,556	409,743
Forum Shops at Caesars	NV	Las Vegas	100.0	%	479,768	—	479,768
Las Vegas Premium Outlet	NV	Las Vegas	50.0	%	432,478	—	432,478
Chautauqua Mall	NY	Lakewood	100.0	%	431,956	213,320	218,636
Jefferson Valley Mall	NY	Yorktown Heights (New York)	100.0	%	587,150	310,095	277,055
Nanuet Mall	NY	Nanuet (New York)	100.0	%	916,369	583,711	332,658
Roosevelt Field	NY	Garden City (New York)	100.0	%	2,180,607	1,430,425	750,182
Smith Haven Mall	NY	Lake Grove (New York)	25.0	%	1,357,969	902,595	455,374
Source, The	NY	Westbury (New York)	25.5	%	729,230	210,798	518,432
Walt Whitman Mall	NY	Huntington Station (New York)	100.0	%	1,034,742	742,214	292,528
Westchester, The	NY	White Plains (New York)	40.0	%	825,937	349,393	476,544
Great Lakes Mall	OH	Mentor (Cleveland)	100.0	%	1,301,336	879,300	422,036
Lima Mall	OH	Lima	100.0	%	745,099	541,861	203,238
Richmond Town Square	OH	Richmond Heights (Cleveland)	100.0	%	1,016,927	685,251	331,676
Southern Park Mall	OH	Boardman	100.0	%	1,198,079	811,858	386,221
Summit Mall	OH	Akron (Cleveland)	100.0	%	764,413	432,936	331,477
Upper Valley Mall	OH	Springfield	100.0	%	750,556	479,418	271,138
Woodville Mall	OH	Northwood	100.0	%	773,405	518,792	254,613
Eastland Mall	OK	Tulsa	100.0	%	479,402	305,732	173,670
Heritage Park Mall	OK	Midwest City	100.0	%	606,378	382,700	223,678
Penn Square Mall	OK	Oklahoma City	94.5	%	1,012,176	588,137	424,039
Woodland Hills Mall	OK	Tulsa	47.2	%	1,092,317	709,447	382,870
Century III Mall	PA	West Mifflin (Pittsburgh)	100.0	%	1,279,134	773,439	505,695
Cheltenham Square	PA	Philadelphia	100.0	%	639,405	368,266	271,139
Granite Run Mall	PA	Media (Philadelphia)	50.0	%	1,047,162	500,809	546,353
Court & Plaza at King of Prussia, The	PA	King of Prussia	12.9	%(6)	2,850,627	1,775,871	1,074,756	(1)
Lehigh Valley Mall	PA	Whitehall	25.2	%(7)	1,062,669	564,353	498,316	(1)
Montgomery Mall	PA	Montgomeryville	23.1	%(6)	1,120,395	684,855	435,540
Oxford Valley Mall	PA	Langhorne	65.8	%(6)	1,272,232	762,558	509,674	(1)
Ross Park Mall	PA	Pittsburgh	100.0	%	1,234,711	827,015	407,696
South Hills Village	PA	Pittsburgh	100.0	%	1,110,035	655,987	454,048
Anderson Mall	SC	Anderson	100.0	%	616,475	404,394	212,081
Haywood Mall	SC	Greenville	100.0	%	1,243,730	913,633	330,097
Empire Mall	SD	Sioux Falls	50.0	%	1,047,283	497,341	549,942
Rushmore Mall	SD	Rapid City	50.0	%	835,608	470,660	364,948
Knoxville Center	TN	Knoxville	100.0	%	979,546	597,028	382,518
Oak Court Mall	TN	Memphis	100.0	%	853,390	535,000	318,390	(1)
Raleigh Springs Mall	TN	Memphis	100.0	%	917,831	691,230	226,601
West Town Mall	TN	Knoxville	50.1	%	1,329,002	878,311	450,691
Wolfchase Galleria	TN	Memphis	94.5	%	1,268,101	761,648	506,453
Barton Creek Square	TX	Austin	100.0	%	1,429,639	922,266	507,373
Broadway Square	TX	Tyler	100.0	%	618,741	427,730	191,011
Cielo Vista Mall	TX	El Paso	100.0	%	1,192,793	793,716	399,077
Highland Mall	TX	Austin	50.0	%	1,090,685	732,000	358,685
The Galleria	TX	Houston	31.5	%	2,403,713	1,300,466	1,103,247
Ingram Park Mall	TX	San Antonio	100.0	%	1,129,225	751,704	377,521
Irving Mall	TX	Irving (Dallas-Ft. Worth)	100.0	%	1,102,992	726,574	376,418
La Plaza Mall	TX	McAllen	100.0	%	1,205,539	778,768	426,771
Lakeline Mall	TX	Austin	100.0	%	1,100,371	745,179	355,192
Longview Mall	TX	Longview	100.0	%	612,812	402,843	209,969
Midland Park Mall	TX	Midland	100.0	%	618,093	339,113	278,980
North East Mall	TX	Hurst (Dallas-Ft. Worth)	100.0	%	1,650,099	1,194,589	455,510
Richardson Square Mall	TX	Richardson (Dallas-Ft. Worth)	100.0	%	755,242	471,436	283,806
Rolling Oaks Mall	TX	San Antonio	100.0	%	738,040	460,857	277,183
Sunland Park Mall	TX	El Paso	100.0	%	917,876	575,837	342,039

Valle Vista Mall	TX	Harlingen	100.0	%	656,732	389,781	266,951
Trolley Square	UT	Salt Lake City	90.0	%	222,110	—	222,110
Apple Blossom Mall	VA	Winchester	49.1	%	443,425	229,011	214,414
Charlottesville Fashion Square	VA	Charlottesville	100.0	%	572,452	381,153	191,299
Chesapeake Square	VA	Chesapeake	75.0	%(10)	809,469	537,279	272,190
Valley Mall	VA	Harrisonburg	50.0	%	487,429	307,798	179,631
Virginia Center Commons	VA	Glen Allen	100.0	%	787,646	506,639	281,007
Columbia Center	WA	Kennewick	100.0	%	741,635	408,052	333,583
Northgate Mall	WA	Seattle	100.0	%	996,180	688,391	307,789
Tacoma Mall	WA	Tacoma	100.0	%	1,294,479	924,045	370,434
Bay Park Square	WI	Green Bay	100.0	%	715,888	447,508	268,380
Forest Mall	WI	Fond Du Lac	100.0	%	501,439	327,260	174,179
*(174 properties)*
*Community Centers*
Plaza at Buckland Hills	CT	Manchester	35.0	%(9)	334,615	252,179	82,436
Gaitway Plaza	FL	Ocala	23.3	%(9)	216,356	123,027	93,329
Grove @ Lakeland Square	FL	Lakeland	100.0	%	215,591	142,317	73,274
Highland Lakes Center	FL	Orlando	100.0	%	492,964	387,196	105,768
Indian River Commons	FL	Vero Beach	50.0	%	260,868	233,358	27,510
Royal Eagle Plaza	FL	Coral Springs	35.0	%(9)	199,155	124,479	74,676
Terrace @ the Florida Mall	FL	Orlando	100.0	%	328,977	281,446	47,531
Waterford Lakes Town Ctr	FL	Orlando	100.0	%	951,933	622,244	329,689
West Town Corners	FL	Altamonte Springs	23.3	%(9)	385,067	263,782	121,285
Westland Park Plaza	FL	Orange Park	23.3	%(9)	163,154	123,548	39,606
Mall of Georgia Crossing	GA	Mill Creek	50.0	%	440,612	341,503	99,109
Bloomingdale Court	IL	Bloomingdale	100.0	%	604,511	436,255	168,256
Bridgeview Court	IL	Bridgeview	100.0	%	273,678	216,491	57,187
Countryside Plaza	IL	Countryside	100.0	%	435,608	290,216	145,392
Crystal Court	IL	Crystal Lake	35.0	%(9)	278,971	201,993	76,978
Forest Plaza	IL	Rockford	100.0	%	425,758	325,170	100,588
Lake Plaza	IL	Waukegan	100.0	%	215,462	170,789	44,673
Lake View Plaza	IL	Orland Park	100.0	%	371,362	270,510	100,852
Lincoln Crossing	IL	O'Fallon	100.0	%	148,381	134,935	13,446
Matteson Plaza	IL	Matteson	100.0	%	275,529	230,959	44,570
North Ridge Plaza	IL	Joliet	100.0	%	305,070	190,323	114,747
White Oaks Plaza	IL	Springfield	100.0	%	391,426	275,703	115,723
Willow Knolls Court	IL	Peoria	35.0	%(9)	382,377	309,440	72,937
Yards Plaza, The	IL	Chicago	35.0	%(9)	265,420	228,813	36,607
Brightwood Plaza	IN	Indianapolis	100.0	%	38,493	—	38,493
Eastland Convenience Ctr.	IN	Evansville	50.0	%	175,639	60,000	115,639
Greenwood Plus	IN	Greenwood	100.0	%	159,931	134,141	25,790
Griffith Park Plaza	IN	Griffith	100.0	%	274,235	175,595	98,640
Keystone Shoppes	IN	Indianapolis	100.0	%	29,140	—	29,140
Markland Plaza	IN	Kokomo	100.0	%	91,227	49,552	41,675
Muncie Plaza	IN	Muncie	100.0	%	298,851	271,656	27,195
New Castle Plaza	IN	New Castle	100.0	%	91,648	24,912	66,736
Northwood Plaza	IN	Fort Wayne	100.0	%	170,869	99,028	71,841
Teal Plaza	IN	Lafayette	100.0	%	101,087	98,337	2,750
Tippecanoe Plaza	IN	Lafayette	100.0	%	94,598	85,811	8,787
University Center	IN	Mishawaka	60.0	%	150,513	104,336	46,177
Village Park Plaza	IN	Carmel	35.0	%(9)	543,410	431,018	112,392
Wabash Village	IN	West Lafayette	100.0	%	124,536	109,388	15,148
Washington Plaza	IN	Indianapolis	100.0	%	50,107	21,500	28,607
West Ridge Plaza	KS	Topeka	100.0	%	237,783	182,161	55,622
Park Plaza	KY	Hopkinsville	100.0	%	115,024	82,398	32,626
St. Charles Towne Plaza	MD	Waldorf	100.0	%	405,954	292,752	113,202
Regency Plaza	MO	St. Charles	100.0	%	287,473	210,627	76,846

Ridgewood Court	MS	Jackson	35.0	%(9)	240,662	185,939	54,723
Rockaway Convenience Ctr.	NJ	Rockaway	100.0	%	231,622	131,438	100,184
Cobblestone Court	NY	Victor	35.0	%(9)	265,499	206,680	58,819
Boardman Plaza	OH	Youngstown	100.0	%	642,246	375,502	266,744
Great Lakes Plaza	OH	Mentor	100.0	%	164,104	142,229	21,875
Lima Center	OH	Lima	100.0	%	206,878	159,584	47,294
Northland Plaza	OH	Columbus	100.0	%	209,534	118,304	91,230
Eastland Plaza	OK	Tulsa	100.0	%	186,146	152,451	33,695
DeKalb Plaza	PA	King of Prussia	52.4	%(6)	101,713	81,368	20,345
Great Northeast Plaza	PA	Philadelphia	50.0	%	295,758	238,158	57,600
Henderson Square	PA	King of Prussia	79.1	%(6)	107,344	72,683	34,661
Lincoln Plaza	PA	King of Prussia	65.8	%(6)	267,231	143,649	123,582
Whitehall Mall	PA	Whitehall	39.6	%(6)	553,721	378,642	175,079
Charles Towne Square	SC	Charleston	100.0	%	71,794	71,794	—
Empire East	SD	Sioux Falls	50.0	%	298,263	253,388	44,875
Knoxville Commons	TN	Knoxville	100.0	%	180,463	91,483	88,980
Arboretum, The	TX	Austin	100.0	%	205,026	35,773	169,253
Celina Plaza	TX	El Paso	100.0	%	32,622	23,927	8,695
Gateway Shopping Center	TX	Austin	95.0	%	512,551	396,494	116,057
Ingram Plaza	TX	San Antonio	100.0	%	111,518	—	111,518
Lakeline Plaza	TX	Austin	100.0	%	389,975	310,529	79,446
Shops at North East Mall	TX	Hurst	100.0	%	364,584	265,595	98,989
Chesapeake Center	VA	Chesapeake	100.0	%	305,893	213,609	92,284
Fairfax Court	VA	Fairfax	26.3	%(9)	249,656	169,043	80,613
Martinsville Plaza	VA	Martinsville	100.0	%	102,105	60,000	42,105
*(68 properties)*
*Mixed-Use*
Copley Place	MA	Boston	98.1	%	1,214,168	104,332	1,109,836	(1)
Fashion Centre at Pentagon	VA	Arlington (Washington, DC)	42.5	%	987,724	472,729	514,995	(1)
*(2 properties)*
*Office*
O'Hare International Center	IL	Rosemont	100.0	%	494,894	—	494,894	(2)
Riverway	IL	Rosemont	100.0	%	819,181	—	819,181	(3)
*(2 properties)*

*Total U.S. Portfolio*					*190,566,926*	*117,509,832*	*73,057,094*
*CANADA:*
Forum Entertainment Centre		Montreal	35.6	%	246,972	—	246,972

*Total North American Portfolio*					*190,813,898*	*117,509,832*	*73,304,066*

*(247 properties)*

*: Regional malls generally contain two or more anchors and a wide variety of smaller stores located in enclosed malls connecting the anchors. Additional stores are usually located along the perimeter of the parking area. Community shopping centers are generally unenclosed and smaller than regional malls. Our community shopping centers generally range in size from approximately 50,000 to 600,000 square feet of GLA.
(1): Office space included as follows:
: Arsenal Mall—approx. 106,000 sq. ft.
Century III Mall—approx. 32,000 sq. ft.
Copley Place—approx. 847,000 sq. ft.
Fashion Centre at Pentagon—approx. 169,000 sq. ft.
Fashion Mall at Keystone—approx. 30,000 sq. ft.
Greendale Mall—approx. 120,000 sq. ft.

King of Prussia—approx. 14,000 sq. ft.
Lehigh Valley Mall—approx. 12,000 sq. ft.
Menlo Park Mall—approx. 50,000 sq. ft.
Oak Court Mall—approx. 130,000 sq. ft.
Oxford Valley Mall—approx. 111,000 sq. ft.
River Oaks Center—approx. 118,000 sq. ft.

(2): Includes approximately 13,000 sq. ft. of retail space.
(3): Includes approximately 24,000 sq. ft. of retail space.
(4): This interest is currently subject to a constructive trust and the Operating Partnership is no longer recording income attributable to the interest.
(5): The Operating Partnership receives substantially all the economic benefit of this property due to a partner preference.
(6): The Company's indirect ownership interest, evidenced through an approximately 80% ownership interest in Kravco Simon Investments. On April 27, 2004 the Company increased its interest in Banger Mall and Montgomery Mall to 67.6% and 54.4%, respectively.
(7): The ownership of the property is evidenced by the Operating Partnership's note with two of the other partners.
(8): The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.
(9): Outside partner receives substantially all the economic benefits of the property.
(10): The Operating Partnership receives substantially all the economic benefits of the property.

SIMON PROPERTY GROUP
Property Listing—European Assets
As of March 31, 2004

Property Name		City (Metropolitan area)	SPG Ownership		Hypermarket/ Anchor GLA	Mall & Freestanding GLA	Total GLA
					(in square feet)	(in square feet)	(in square feet)
FRANCE
Bay 2		Torcy (Paris)	36.0	%	132,396	408,910	541,306
Bel'Est		Bagnolet (Paris)	12.6	%	150,695	62,980	213,675
Villabe A6		Villabe (Paris)	5.4	%	102,257	104,507	206,764

	Subtotal France (3)				385,348	576,397	961,745
ITALY
Ancona—Senigallia		Senigallia (Ancona)	49.0	%	41,193	41,581	82,774
Ascoli Piceno—Grottammare		Grottammare (Ascoli Piceno)	49.0	%	38,901	55,929	94,830
Ascoli Piceno—Porto Sant'Elpidio		Porto Sant'Elpidio (Ascoli Piceno)	49.0	%	47,986	114,259	162,245
Bari—Casamassima		Casamassima (Bari)	49.0	%	159,015	388,825	547,840
Bari—Modugno		Modugno (Bari)	49.0	%	96,875	46,575	143,450
Brescia—Mazzano		Mazzano (Brescia)	49.0	%(1)	103,290	127,359	230,649
Cagliari—Santa Gilla		Cagliari	49.0	%(1)	75,939	114,754	190,693
Catania—La Rena		Catania	49.0	%	124,065	22,077	146,142
Milano—Rescaldina		Rescaldina (Milano)	49.0	%	165,108	212,017	377,125
Milano—Vimodrone		Vimodrone (Milano)	49.0	%	110,384	80,202	190,586
Napoli—Pompei		Pompei (Napoli)	49.0	%	74,314	17,147	91,461
Padova		Padova	49.0	%	73,324	32,485	105,809
Palermo		Palermo	49.0	%	73,065	9,849	82,914
Pesaro—Fano		Fano (Pesaro)	49.0	%	56,274	55,951	112,225
Pescara		Pescara	49.0	%	96,337	65,186	161,523
Pescara—Cepagatti		Cepagatti (Pescara)	49.0	%	80,213	189,617	269,830
Piacenza—San Rocco al Porto		San Rocco al Porto (Piacenza)	49.0	%	104,485	20,419	124,904
Roma—Collatina		Collatina (Roma)	49.0	%	59,524	4,101	63,625
Sassari—Predda Niedda		Predda Niedda (Sassari)	49.0	%(1)	56,263	107,779	164,042
Taranto		Taranto	49.0	%	75,240	126,508	201,748
Torino		Torino	49.0	%	105,056	66,682	171,738
Torino—Venaria		Venaria (Torino)	49.0	%	101,557	64,045	165,602
Venezia—Mestre		Mestre (Venezia)	49.0	%	114,076	132,644	246,720
Vicenza		Vicenza	49.0	%	78,415	20,064	98,479
Brindisi-Mesagne		Mesagne (Brindisi)	49.0	%	88,049	140,598	228,647
Ancona		Ancona	49.0	%(2)	82,947	82,333	165,280
Bergamo		Bergamo	49.0	%(2)	103,011	16,921	119,932
Brescia—Concesio		Concesio (Brescia)	49.0	%(2)	89,932	27,566	117,498
Cagliari—Marconi		Cagliari	49.0	%(2)	83,549	109,943	193,492
Catania—Misterbianco		Misterbianco (Catania)	49.0	%(2)	83,259	15,984	99,243
Merate—Lecco		Merate (Lecco)	49.0	%(2)	73,496	88,501	161,997
Milano—Cinisello-Balsamo		Cinisello-Balsamo (Milano)	49.0	%(2)	68,426	18,589	87,015
Milano—Nerviano		Nerviano (Milano)	49.0	%(2)	83,840	27,782	111,622
Napoli—Mugnano di Napoli		Mugnano di Napoli	49.0	%(2)	97,952	94,852	192,804
Olbia		Olbia	49.0	%(2)	48,976	48,814	97,790
Roma—Casalbertone		Roma	49.0	%(2)	62,667	84,927	147,594
Sassari—Centro Azuni		Sassari	49.0	%(2)	—	35,564	35,564
Torino—Rivoli		Rivoli (Torino)	49.0	%(2)	61,785	32,346	94,131
Verona—Bussolengo		Bussolengo (Verona)	49.0	%(2)	89,319	75,326	164,645

	Subtotal Italy (39)				3,228,107	3,016,101	6,244,208
POLAND
Borek Shopping Center		Wroclaw	36.0	%	119,942	129,393	249,335
Dabrowka Shopping Center		Katowice	36.0	%	120,986	172,868	293,854
Turzyn Shopping Center		Szczecin	36.0	%	87,188	120,943	208,131
Wilenska Station Shopping Center		Warsaw	36.0	%	92,688	215,935	308,623
Zakopianka Shopping Center		Krakow	36.0	%	120,190	426,983	547,173

	Subtotal Poland (5)				540,994	1,066,122	1,607,116
PORTUGAL
Minho Center		Braga (Porto)	36.0	%(2)	120,018	101,622	221,640
TOTAL EUROPEAN ASSETS (48)					4,274,467	4,760,242	9,034,709

(1): This property is held partially in fee and partially encumbered by a leasehold on the premises that entitles the lessor to the majority of the economics of the portion of the property subject to the leasehold.
(2): This property is encumbered by a leasehold on the entire premises that entitles the lessor to the majority of the economics of the property.

SIMON PROPERTY GROUP
Capital Expenditures
For the Three Months Ended March 31, 2004

(In millions)

				Unconsolidated Entities
		Consolidated Properties		Total			Simon Group's Share
New development projects		$	13.4	$	19.6	(1)	$	10.1	(1)
Redevelopment projects with incremental GLA and/or Anchor Replacement			51.9		22.4			11.1
Renovations with no incremental GLA			.5		—			—
Tenant allowances			16.6		8.3			3.2
Operational capital expenditures at properties:
	CAM expenditures(2)		2.5		1.5			.4
	Non-CAM expenditures		.8		17.6			2.1

Totals		$	85.7	$	69.4		$	26.9

Plus (Less):
Conversion from accrual to cash basis			17.0		.5

Capital expenditures(3)		$	102.7	$	69.9

(1): Does not include the Company's European initiatives
(2): Expenditure included in the pool of expenses allocated to tenants as common area maintenance or CAM.
(3): Agrees with the line item "Capital expenditures" on the Combined Statements of Cash Flows for the consolidated properties. No statement of cash flows is prepared for the joint venture properties as this is not required by the SEC or GAAP; however, the above reconciliation was completed in the same manner as the reconciliation for the consolidated properties.

SIMON PROPERTY GROUP
North American Development Activity Report*
Project Overview, Construction-in-Progress and Land Held for Development
As of March 31, 2004

														Construction-in-Progress
																	Unconsolidated Entities
Mall/ Location	Project Description	The Company's Ownership Percentage		Opening	Projected Gross Cost(1) (in millions)		Projected Net Cost (in millions)			The Company's Share of Net Cost		Stabilized Rate of Return		Consolidated Properties			Total		The Company's Share
*Recently Completed Redevelopments:*
Greenwood Park Mall Greenwood, IN	Dick's Sporting Goods replacing former Service Merchandise and MCL space; mall and food court renovation	100	%	10/03 (renov) 3/04 (Dick's)	$	13	$	13		$	13	11	%		—	(2)		—		—
SouthPark Charlotte, NC	Phase I—Addition of Nordstrom (153,000 sf) and additional anchor pad, Hecht's expansion (60,000 sf) and renovation, Belk's expansion (46,000 sf) and renovation, addition of small shops (50,000 sf), three new parking decks and Cheesecake Factory and Maggiano's	100	%	10/02 (Belk) 12/02 (Cheesecake) 9/03 (Maggiano's) Fall 2003 (renov) 3/04 (Nordstrom, Hecht's and expansion)	$	97	$	97		$	97	10	%		—	(3)		—		—
*New Development Projects:*
Chicago Premium Outlets Aurora, IL (Chicago)	438,000 sf upscale outlet center	50	%	5/04	$	90	$	65		$	33	13	%		—		$	66.3	$	33.2
Clay Terrace Carmel, IN (Indianapolis)	570,000 sf lifestyle center featuring Dick's Sporting Goods, Wild Oats, DSW Shoe Warehouse and Circuit City	50	%	4th Qtr. 2004	$	108	$	100		$	50	11	%		—		$	45.1	$	22.6
St. Johns Town Center Jacksonville, FL	1.5 million sf open-air retail center comprised of a village component and community center. Anchors include Dillard's, Barnes & Noble, Dick's Sporting Goods, Target and PetsMart	85	%	1st Qtr. 2005	$	165	$	126	(4)	$	107	10	%		—		$	49.2	$	41.8
Firewheel Town Center Garland, TX	785,000 sf open-air regional shopping center featuring Foley's, Dillard's, AMC Theater, Barnes & Noble, Circuit City, and Linens 'n Things	100	%	4th Qtr. 2005	$	132	$	96		$	96	12	%	$	19.5			—		—
Wolf Ranch Georgetown, TX (Austin)	670,000 sf open-air retail shopping complex featuring Kohls, Target, Linens 'n Things, Office Depot and PetsMart	100	%	3rd Qtr. 2005	$	98	$	62		$	62	10	%	$	30.3			—		—
Rockaway Plaza Rockaway, NJ	250,000 sf community center featuring Dick's Sporting Goods, Target, Loews Cineplex and PetsMart	100	%	4th Qtr. 2005	$	39	$	8		$	8	21	%	$	4.6			—		—

SIMON PROPERTY GROUP
North American Development Activity Report*
Project Overview, Construction-in-Progress and Land Held for Development
As of March 31, 2004

													Construction-in-Progress
															Unconsolidated Entities
Mall/ Location	Project Description	The Company's Ownership Percentage		Opening	Projected Gross Cost(1) (in millions)		Projected Net Cost (in millions)		The Company's Share of Net Cost		Stabilized Rate of Return		Consolidated Properties		Total	The Company's Share
*Redevelopment Projects with Incremental GLA*
Battlefield Mall Springfield, MO	Retrofit and expand vacant space into a 17,000 sf cluster of five lifestyle stores including Chico's, Coldwater Creek, Starbuck's, Ann Taylor Loft and Jos. A. Banks.	100	%	11/04	$	4	$	4	$	4	9	%	$	0.8	—	—
Forum Shops at Caesars Las Vegas, NV	Phase III expansion of 175,000 sf	100	%	10/04	$	139	$	139	$	139	11	%	$	81.9	—	—
SouthPark Charlotte, NC	Phase II—Demolition of Sears building and addition of Galyan's, small shops, food court, McCormick & Schmick and Morton's	100	%	3rd Qtr. 2004 2005 (Restaurants)	$	39	$	31	$	31	10	%	$	14.6	—	—
Aurora Mall Aurora, CO	Consolidate Foley's two locations into one state-of-the-art store, addition of Dillard's; mall renovation and new food court	100	%	4th Qtr. 2005 (Foley's & renov) 4th Qtr. 2006 (Dillard's)	$	62	$	45	$	45	10	%	$	2.4	—	—
*Renovations*
Burlington Mall Burlington, MA	Mall renovation	100	%	10/04	$	8	$	2	$	2	23	%	$	0.7	—	—
*Anchor/Big Box/Theater Activity*
Bangor Mall Bangor, ME	Addition of Dick's Sporting Goods	33	%	11/04
Battlefield Mall Springfield, MO	Steve & Barry's and Kirklands in former theater space	100	%	12/04
Dadeland Mall Miami, FL	Nordstrom in former Lord & Taylor space	50	%	11/04
Gulfview Square Port Richey, FL	Best Buy and Linens 'n Things in former Dillard's building	100	%	3/04 (Best Buy) 8/04 (Linens)
Irving Mall Irving, TX	Relocate food court and inline tenants and add Circuit City	100	%	10/04
Maplewood Mall Minneapolis, MN	Addition of Barnes & Noble	100	%	12/04
North East Mall Hurst, TX (Ft. Worth)	Rave Theatre and three restaurants in former Montgomery Ward location	100	%	11/04

SIMON PROPERTY GROUP
North American Development Activity Report*
Project Overview, Construction-in-Progress and Land Held for Development
As of March 31, 2004

													Construction-in-Progress
															Unconsolidated Entities
Mall/ Location	Project Description	The Company's Ownership Percentage		Opening	Projected Gross Cost(1) (in millions)		Projected Net Cost (in millions)		The Company's Share of Net Cost		Stabilized Rate of Return		Consolidated Properties		Total		The Company's Share
Phipps Plaza Atlanta, GA	Nordstrom in former Lord & Taylor space	100	%	4/05
Prien Lake Mall Lake Charles, LA	Cinemark Theatre in former White House store	100	%	6/04
Rolling Oaks Mall San Antonio, TX	San Antonio Skate Park in former Regal Cinema building; addition of JCPenney	100	%	5/04 (Skate) 10/04 (JCP)
South Hills Village Pittsburgh, PA	Addition of Barnes & Noble	100	%	12/04
Tippecanoe Mall Lafayette, IN	Dick's Sporting Goods and H.H. Gregg in former Lazarus building	100	%	11/04
Town Center at Boca Raton Boca Raton, FL	Neiman Marcus in former Lord & Taylor space	100	%	11/05
Washington Square Indianapolis, IN	Burlington Coat Factory in former JCPenney location; demolition of former Lazarus replaced by new Dick's Sporting Goods and Kerasotes Theatre on an outparcel	100	%	3/04 (Burlington) 3/05 (Dick's & Kerasotes)
White Oaks Mall Springfield, IL	Dick's Sporting Goods and Linens 'n Things in former Montgomery Ward location	77	%	3/05
	Subtotal Anchor/Big Box/Theater Activity				$	129	$	123	$	110	10	%	$	48.5	$	16.8	$	8.4
*Other Miscellaneous*													$	2.1	$	7.9	$	3.7
Total Construction in Progress(5)													$	205.4	$	185.3	$	109.7
Land Held for Development													$	3.2	$	26.1	$	13.1

*: Cost and return are based upon current budget assumptions. Actual results may vary.
(1): Projected Gross Cost includes soft costs such as architecture and engineering fees, tenant costs (allowances/leasing commissions), development, legal and other fees, marketing costs, cost of capital, and other related costs.
(2): Redevelopment costs were transferred from Construction-in-Progress to the fixed asset accounts for Greenwood Park Mall (Total and the Company's Share = $11.4 million)
(3): Redevelopment costs were transferred from Construction-in-Progress to the fixed asset accounts for SouthPark (Total and the Company's Share = $76.9 million)
(4): Due to our preference in the joint venture partnership, the Company is contributing 85% of the project costs.
(5): Does not include the Company's European Retail Enterprises B.V. ("E.R.E.") and GCI initiatives.

SIMON PROPERTY GROUP
European Development Activity Report*
Project Overview, Construction-in-Progress
As of March 31, 2004

										Construction- in-Progress
								The Company's Share of Net Cost (in millions)		Construction- in-Progress
Shopping center/ Location (Metropolitan area)	Project Description	The Company's Ownership Percentage		Opening	Projected Net Cost			The Company's Share of Net Cost (in millions)		Total		The Company's Share
*New Development Projects (Under Construction):*
Arkadia—Warsaw, Poland	Approx. 1.1 million of total GLA including a hypermarket, approx. 200 shops, a do-it-yourself center, and cinema	36.0	%	Oct-04	€	155		€	56	€	116	€	42
Cuneo—Cuneo, Italy	Approx. 0.5 million of total GLA including a hypermarket and small shops	49.0	%	Dec-04	€	27	(1)	€	13	€	7	€	4
Porta di Roma—Roma, Italy	40% interest in joint venture development. Approx. 1.7 million of total GLA including a hypermarket, department store and do-it-yourself centers	19.6	%	Dec-06	€	200	(1)	€	39	€	26	€	5
Napoli Nola—Nola, Italy (Napoli)	45% interest in joint venture mixed-use development. Approx. 1.3 million of total GLA including a hypermarket and department store.	22.1	%	Jul-06	€	142	(1)	€	31		N/A		N/A
Bay 1—Torcy, France (Paris)	Related to new hypermarket redevelopment in Torcy which opened Feb-03. Approx. 0.3 million of GLA redevelopment of old hypermarket site to consist of shops and cinema	36.0	%	Nov-04	€	19		€	7	€	9	€	3
Other projects (2 developments)					€	1
Total (7 projects)					€	544		€	146	€	158	€	54

*: Cost and return are based upon current budget assumptions. Actual results may vary.

N/A—Details of CIP were not available at time of the filing of this Form 8-K.

(1): Amounts do not include estimated cost of capital.

SIMON PROPERTY GROUP
The Company's Share of Total Debt Amortization and Maturities by Year
As of March 31, 2004
(In thousands)

Year	The Company's Share of Secured Consolidated Debt		The Company's Share of Unsecured Consolidated Debt			The Company's Share of Unconsolidated Joint Venture Debt		The Company's Share of Total Debt
2004	$	455,956	$	250,000		$	92,263	$	798,219
2005		251,932		660,000			583,261		1,495,193
2006		312,389		1,297,471			470,378		2,080,238
2007		530,328		1,180,000			190,862		1,901,190
2008		434,711		350,000			304,291		1,089,002
2009		421,570		750,000			128,988		1,300,558
2010		719,567		300,000			251,627		1,271,194
2011		431,457		200,000			171,566		803,023
2012		347,786		350,000			204,914		902,700
2013		90,498		275,000			260,050		625,548
2014		11,362		200,000			94,531		305,893
Thereafter		72,247		450,000			11,111		533,358

Subtotal Face Amounts	$	4,079,803	$	6,262,471		$	2,763,842	$	13,106,116
Premiums (Discounts) on Indebtedness, Net		18,268		(11,447	)		1,139		7,960
Fair Value Interest Rate Swaps		—		4,862			—		4,862

The Company's Share of Total Indebtedness	$	4,098,071	$	6,255,886		$	2,764,981	$	13,118,938

SIMON PROPERTY GROUP

Summary of Indebtedness

As of March 31, 2004

(In thousands)

			Total Indebtedness			The Company's Share of Indebtedness			Weighted Average Interest Rate		Weighted Average Years to Maturity
Consolidated Indebtedness
	Mortgage Debt
		Fixed Rate (1)	$	3,581,605		$	3,475,028		6.58	%	5.9
		Floating Rate Debt (Hedged) (2)		157,000			145,250		2.63	%	2.4
		Floating Rate Debt		491,263			459,525		2.41	%	1.7

	Total Mortgage Debt			4,229,868			4,079,803		5.97	%	5.3
	Unsecured Debt
		Fixed Rate		5,265,000			5,265,000		6.50	%	5.1
		Floating Rate Debt		487,471			487,471		2.17	%	2.9

	Subtotal			5,752,471			5,752,471		6.14	%	4.7
		Revolving Corporate Credit Facility		370,950			370,950		1.74	%	2.0
		Revolving Corporate Credit Facility (Hedged) (2)		139,050			139,050		1.74	%	2.0

	Subtotal			510,000			510,000		1.74	%	2.0
	Total Unsecured Debt			6,262,471			6,262,471		5.78	%	4.7
	Premium			34,439			32,225		N/A		N/A
	Discount			(25,457	)		(25,404	)	N/A		N/A
	Fair Value Interest Rate Swaps			4,862			4,862		N/A		N/A

Consolidated Mortgages and Other Indebtedness (3)			$	10,506,183		$	10,353,957		5.85	%	4.9

Joint Venture Indebtedness
	Mortgage Debt
		Fixed Rate	$	4,741,593		$	2,011,097		6.83	%	5.7
		Floating Rate Debt (Hedged) (2)		682,051			264,893		1.84	%	1.5
		Floating Rate Debt		1,284,986			487,852		3.41	%	2.6

	Total Mortgage Debt			6,708,630			2,763,842		5.75	%	4.7
	Premium			7,033			3,517		N/A		N/A
	Discount			(4,840	)		(2,378	)

Joint Venture Mortgages and Other Indebtedness			$	6,710,823		$	2,764,981		5.75	%	4.7

*The Company's Share of Total Indebtedness*						$	13,118,938		5.83	%	4.9

(1): Includes $47.9 million of variable rate debt, of which substantilly all is effectively fixed to maturity through the use of interest rate hedges with a total notional amount of $48.1 million. Also includes a $70 million notional amount variable rate swap with a pay rate of 1.09% and a receive rate of 3.60% at March 31, 2004.
(2): These debt obligations are hedged by interest rate cap agreements.
(3): The Company holds $85.0 million of notional amount fixed rate swap agreements that have a weighted average pay rate of 5.89% and a weighted average receive rate of 1.18% at March 31, 2004. The Company also holds $300.0 million of notional amount variable rate swap agreements that have a weighted average pay rate of 1.15% and a weighted average receive rate of 3.75% at March 31, 2004. The Company also holds Euros 150.0 million of notional amount fixed rate EURO swap agreements that have a weighted average pay rate of 2.12% and a weighted average receive rate of 2.05% at March 31, 2004. All of these swap agreements are designated as hedges on various pools of indebtedness.

SIMON PROPERTY GROUP

Summary of Indebtedness by Maturity

As of March 31, 2004

(In thousands)

Property Name			Maturity Date		Interest Rate (1)		Interest Rate Type	Secured or Unsecured		Total Indebtedness	The Company's Share of Indebtedness
Consolidated Indebtedness:
	North East Mall		05/21/04		2.47	%	Variable	Secured		140,000	140,000
	Simon Property Group, LP (Bonds)		07/15/04		6.75	%	Fixed	Unsecured		100,000	100,000
	Retail Property Trust (Bonds)		08/15/04		7.75	%	Fixed	Unsecured		150,000	150,000
	Waterford Lakes		08/16/04		2.39	%	Variable	Secured		68,000	68,000
	DeKalb Plaza		10/01/04		9.35	%	Fixed	Secured		2,599	1,362
	CMBS Loan—Fixed (encumbers 7 Properties)	(6)	12/15/04		7.31	%	Fixed	Secured		171,923	171,923
	CMBS Loan—Variable (encumbers 7 Properties)	(6)	12/15/04	(5)	6.20	%	Variable	Secured		47,907	47,907
	Tippecanoe Mall—1		01/01/05		8.45	%	Fixed	Secured		41,393	41,393
	Tippecanoe Mall—2		01/01/05		6.81	%	Fixed	Secured		14,992	14,992
	Melbourne Square		02/01/05		7.42	%	Fixed	Secured		36,429	36,429
	Shopping Center Associates (Bonds)		05/15/05		7.63	%	Fixed	Unsecured		110,000	110,000
	Brunswick Square	(2)	06/12/05		2.59	%	Variable	Secured		45,000	45,000
	Chesapeake Center	(12)	06/15/05		8.44	%	Fixed	Secured		6,563	6,563
	Grove at Lakeland Square, The	(12)	06/15/05		8.44	%	Fixed	Secured		3,750	3,750
	Terrace at Florida Mall, The	(12)	06/15/05		8.44	%	Fixed	Secured		4,688	4,688
	Simon Property Group, LP (Bonds)		06/15/05		6.75	%	Fixed	Unsecured		300,000	300,000
	Simon Property Group, LP (Medium Term Notes)		06/24/05		7.13	%	Fixed	Unsecured		100,000	100,000
	Simon Property Group, LP (Bonds)		10/27/05		6.88	%	Fixed	Unsecured		150,000	150,000
	Cielo Vista Mall—2		11/01/05		8.13	%	Fixed	Secured		596	596
	Raleigh Springs Mall		12/09/05		3.80	%	Variable	Secured		11,000	11,000
	Bowie Mall	(2)	12/14/05		2.59	%	Variable	Secured		52,700	52,700
	Treasure Coast Square—1		01/01/06		7.42	%	Fixed	Secured		50,254	50,254
	Treasure Coast Square—2		01/01/06		8.06	%	Fixed	Secured		11,736	11,736
	Simon Property Group, LP (Bonds)		01/20/06		7.38	%	Fixed	Unsecured		300,000	300,000
	Revolving Credit Facility	(2)	04/16/06		1.74	%	Variable	Unsecured		510,000	510,000
	Chesapeake Square	(2)	07/01/06		3.84	%	Variable	Secured		47,000	35,250
	Gulf View Square		10/01/06		8.25	%	Fixed	Secured		34,052	34,052
	Paddock Mall		10/01/06		8.25	%	Fixed	Secured		27,083	27,083
	Riverway	(2)	10/01/06		2.24	%	Variable	Secured		110,000	110,000
	Simon Property Group, LP (Bonds)		11/15/06		6.88	%	Fixed	Unsecured		250,000	250,000
	Simon Property Group, LP (Euro Term Loan)	(2)	12/16/06		2.62	%	Variable	Unsecured	(14)	237,471	237,471
	Simon Property Group, LP (Term Loan)	(2)	04/01/07		1.74	%	Variable	Unsecured		250,000	250,000
	Cielo Vista Mall—1	(4)	05/01/07		9.38	%	Fixed	Secured		50,770	50,770
	Cielo Vista Mall—3	(4)	05/01/07		6.76	%	Fixed	Secured		36,472	36,472
	Lakeline Mall		05/01/07		7.65	%	Fixed	Secured		68,283	68,283
	McCain Mall—1	(4)	05/01/07		9.38	%	Fixed	Secured		23,706	23,706
	McCain Mall—2	(4)	05/01/07		6.76	%	Fixed	Secured		16,835	16,835
	Valle Vista Mall—1	(4)	05/01/07		9.38	%	Fixed	Secured		31,398	31,398
	Valle Vista Mall—2	(4)	05/01/07		6.81	%	Fixed	Secured		7,486	7,486
	Wolfchase Galleria		06/30/07		7.80	%	Fixed	Secured		74,159	70,077
	Copley Place		08/01/07		7.44	%	Fixed	Secured		179,890	176,557
	Simon Property Group, LP (Medium Term Notes)		09/20/07		7.13	%	Fixed	Unsecured		180,000	180,000

University Park Mall		10/01/07		7.43	%	Fixed	Secured	58,651	35,191
Simon Property Group, LP (Bonds)		11/15/07		6.38	%	Fixed	Unsecured	750,000	750,000
White Oaks Mall	(2)	02/25/08		2.19	%	Variable	Secured	48,563	41,125
St. Johns Town Center	(2)	03/12/08		2.34	%	Variable	Secured	40,000	20,000
Gateway Shopping Center	(2)	03/31/08		2.04	%	Variable	Secured	86,000	81,700
Simon Property Group, LP (MOPPRS)		06/15/08		7.00	%	Fixed	Unsecured	200,000	200,000
Simon Property Group, LP (Bonds)		08/28/08		5.38	%	Fixed	Unsecured	150,000	150,000
Stanford Shopping Center		09/11/08	(13)	3.60	%	Fixed	Secured	220,000	220,000
Arsenal Mall—1		09/28/08		6.75	%	Fixed	Secured	32,858	32,858
College Mall—1	(3)	01/01/09		7.00	%	Fixed	Secured	36,682	36,682
College Mall—2	(3)	01/01/09		6.76	%	Fixed	Secured	11,238	11,238
Greenwood Park Mall—1	(3)	01/01/09		7.00	%	Fixed	Secured	30,723	30,723
Greenwood Park Mall—2	(3)	01/01/09		6.76	%	Fixed	Secured	58,060	58,060
Towne East Square—1	(3)	01/01/09		7.00	%	Fixed	Secured	48,497	48,497
Towne East Square—2	(3)	01/01/09		6.81	%	Fixed	Secured	23,423	23,423
Simon Property Group, LP (Bonds)		01/30/09		3.75	%	Fixed	Unsecured	300,000	300,000
Simon Property Group, LP (Bonds)		02/09/09		7.13	%	Fixed	Unsecured	300,000	300,000
Penn Square Mall		03/01/09		7.03	%	Fixed	Secured	71,075	67,163
Simon Property Group, LP (Bonds)		07/15/09		7.00	%	Fixed	Unsecured	150,000	150,000
Bloomingdale Court	(11)	11/01/09		7.78	%	Fixed	Secured	28,608	28,608
Forest Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	15,690	15,690
Lake View Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	20,858	20,858
Lakeline Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	22,868	22,868
Lincoln Crossing	(11)	11/01/09		7.78	%	Fixed	Secured	3,157	3,157
Matteson Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	9,185	9,185
Muncie Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	7,941	7,941
Regency Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	4,305	4,305
St. Charles Towne Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	27,555	27,555
West Ridge Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	5,550	5,550
White Oaks Plaza	(11)	11/01/09		7.78	%	Fixed	Secured	16,936	16,936
Simon Property Group, LP (Bonds)		03/18/10		4.88	%	Fixed	Unsecured	300,000	300,000
Trolley Square		08/01/10		9.03	%	Fixed	Secured	29,077	26,169
Coral Square		10/01/10		8.00	%	Fixed	Secured	88,707	86,241
Crystal River		11/11/10		7.63	%	Fixed	Secured	15,827	15,827
Forum Shops at Caesars, The		12/01/10		4.78	%	Fixed	Secured	550,000	550,000
Biltmore Square		12/11/10		7.95	%	Fixed	Secured	26,000	26,000
Port Charlotte Town Center		12/11/10		7.98	%	Fixed	Secured	53,154	42,523
Oxford Valley Mall		01/10/11		6.76	%	Fixed	Secured	85,926	56,520
Simon Property Group, LP (Bonds)		01/20/11		7.75	%	Fixed	Unsecured	200,000	200,000
Henderson Square		07/01/11		6.94	%	Fixed	Secured	15,581	12,327
Ingram Park Mall	(10)	08/11/11		6.99	%	Fixed	Secured	82,197	82,197
Knoxville Center	(10)	08/11/11		6.99	%	Fixed	Secured	62,244	62,244
Northlake Mall	(10)	08/11/11		6.99	%	Fixed	Secured	71,806	71,806
Towne West Square	(10)	08/11/11		6.99	%	Fixed	Secured	53,804	53,804
Tacoma Mall		10/01/11		7.00	%	Fixed	Secured	131,515	131,515
Simon Property Group, LP (Bonds)		08/28/12		6.35	%	Fixed	Unsecured	350,000	350,000
Anderson Mall		10/10/12		6.20	%	Fixed	Secured	29,675	29,675
Century III Mall	(8)	10/10/12		6.20	%	Fixed	Secured	87,599	87,599
Crossroads Mall		10/10/12		6.20	%	Fixed	Secured	43,997	43,997

	Forest Mall	(9)	10/10/12	6.20	%	Fixed	Secured		17,619		17,619
	Highland Lakes Center	(8)	10/10/12	6.20	%	Fixed	Secured		16,240		16,240
	Longview Mall	(8)	10/10/12	6.20	%	Fixed	Secured		32,972		32,972
	Markland Mall	(9)	10/10/12	6.20	%	Fixed	Secured		23,328		23,328
	Midland Park Mall	(9)	10/10/12	6.20	%	Fixed	Secured		34,056		34,056
	Palm Beach Mall		10/10/12	6.20	%	Fixed	Secured		54,480		54,480
	Richmond Towne Square	(9)	10/10/12	6.20	%	Fixed	Secured		47,835		47,835
	Simon Property Group, LP (Bonds)		03/15/13	5.45	%	Fixed	Unsecured		200,000		200,000
	Battlefield Mall		07/01/13	4.60	%	Fixed	Secured		100,000		100,000
	Retail Property Trust (Bonds)		09/01/13	7.18	%	Fixed	Unsecured		75,000		75,000
	Simon Property Group, LP (Bonds)		01/30/14	4.90	%	Fixed	Unsecured		200,000		200,000
	Northfield Square		02/11/14	6.05	%	Fixed	Secured		32,000		10,112
	Retail Property Trust (Bonds)		03/15/16	7.88	%	Fixed	Unsecured		250,000		250,000
	Arsenal Mall—2		05/05/16	8.20	%	Fixed	Secured		1,761		1,761
	Simon Property Group, LP (Bonds)		06/15/18	7.38	%	Fixed	Unsecured		200,000		200,000
	Sunland Park Mall		01/01/26	8.63	%	Fixed	Secured		37,087		37,087
	Keystone at the Crossing		07/01/27	7.85	%	Fixed	Secured		60,294		60,294

	Total Consolidated Indebtedness at Face Value			5.85	%				10,492,339		10,342,274

	Premium on Fixed-Rate Indebtedness								34,439		32,225
	Discount on Fixed-Rate Indebtedness								(25,457	)	(25,404	)
	Fair Value Interest Rate Swaps								4,862		4,862
	*Total Consolidated Indebtedness*								10,506,183		10,353,957

Joint Venture Indebtedness
	Fashion Centre Pentagon Office		09/10/04	2.59	%	Variable	Secured		33,000		14,025
	Shops at Sunset Place, The		10/15/04	4.09	%	Variable	Secured		94,940		35,603
	Indian River Commons		11/01/04	7.58	%	Fixed	Secured		8,112		4,056
	Indian River Mall		11/01/04	7.58	%	Fixed	Secured		45,014		22,507
	Mall of America		03/10/05	1.62	%	Variable	Secured		312,000		85,800
	Galleria Commerciali Italia	(2)	06/22/05	3.22	%	Variable	Secured	(16)	614,213		300,964
	Seminole Towne Center	(2)	07/01/05	3.59	%	Variable	Secured		69,151		31,118
	Westchester, The—1		09/01/05	8.74	%	Fixed	Secured		144,251		57,700
	Westchester, The—2		09/01/05	7.20	%	Fixed	Secured		50,998		20,399
	Houston Galleria—1		12/01/05	7.93	%	Fixed	Secured		217,034		68,333
	Cobblestone Court		01/01/06	7.64	%	Fixed	Secured		6,177		2,162
	Crystal Court		01/01/06	7.64	%	Fixed	Secured		4,043		1,415
	Fairfax Court		01/01/06	7.64	%	Fixed	Secured		10,317		2,708
	Gaitway Plaza		01/01/06	7.64	%	Fixed	Secured		7,347		1,714
	Plaza at Buckland Hills, The		01/01/06	7.64	%	Fixed	Secured		17,677		6,187
	Ridgewood Court		01/01/06	7.64	%	Fixed	Secured		7,977		2,792
	Royal Eagle Plaza		01/01/06	7.64	%	Fixed	Secured		7,920		2,772
	Village Park Plaza		01/01/06	7.64	%	Fixed	Secured		8,481		2,968
	West Town Corners		01/01/06	7.64	%	Fixed	Secured		10,327		2,410
	Westland Park Plaza		01/01/06	7.64	%	Fixed	Secured		4,950		1,155
	Willow Knolls Court		01/01/06	7.64	%	Fixed	Secured		6,487		2,270
	Yards Plaza, The		01/01/06	7.64	%	Fixed	Secured		8,270		2,895

CMBS Loan—Fixed (encumbers 13 Properties)	(7)	05/15/06	7.52	%	Fixed	Secured		357,100	178,550
CMBS Loan—1 Floating (encumbers 13 Properties)	(7)	05/15/06	1.50	%	Variable	Secured		186,500	93,250
CMBS Loan—2 Floating (encumbers 13 Properties)	(7)	05/15/06	1.46	%	Variable	Secured		81,400	40,700
Great Northeast Plaza		06/01/06	9.04	%	Fixed	Secured		16,693	8,347
Smith Haven Mall		06/01/06	7.86	%	Fixed	Secured		115,000	28,750
Mall of Georgia Crossing		06/09/06	3.09	%	Variable	Secured		33,054	16,527
Montreal Forum—Canada	(2)	08/08/06	5.76	%	Variable	Secured	(17)	41,815	14,897
Montgomery Mall		08/10/06	7.48	%	Fixed	Secured		27,000	6,245
Lehigh Valley Mall		10/10/06	7.90	%	Fixed	Secured		47,047	11,724
Greendale Mall		12/10/06	8.23	%	Fixed	Secured		40,615	19,957
Gwinnett Place—1		04/01/07	7.54	%	Fixed	Secured		37,314	18,657
Gwinnett Place—2		04/01/07	7.25	%	Fixed	Secured		82,313	41,157
Town Center at Cobb—1		04/01/07	7.54	%	Fixed	Secured		47,541	23,771
Town Center at Cobb—2		04/01/07	7.25	%	Fixed	Secured		62,668	31,334
Houston Galleria—2	(2)	06/25/07	2.59	%	Variable	Secured		84,711	26,671
Mall at Rockingham		09/01/07	7.88	%	Fixed	Secured		96,662	23,749
Bangor Mall		12/01/07	7.06	%	Fixed	Secured		23,899	7,800
Clay Terrace Partners	(2)	01/20/08	2.59	%	Variable	Secured		34,978	17,489
Metrocenter		02/28/08	8.45	%	Fixed	Secured		28,626	14,313
Aventura Mall—A		04/06/08	6.55	%	Fixed	Secured		141,000	47,000
Aventura Mall—B		04/06/08	6.60	%	Fixed	Secured		25,400	8,467
Aventura Mall—C		04/06/08	6.89	%	Fixed	Secured		33,600	11,200
West Town Mall		05/01/08	6.90	%	Fixed	Secured		76,000	38,000
Mall of New Hampshire—1		10/01/08	6.96	%	Fixed	Secured		100,168	49,220
Mall of New Hampshire—2		10/01/08	8.53	%	Fixed	Secured		8,220	4,039
Fashion Valley Mall—1		10/11/08	6.49	%	Fixed	Secured		165,678	82,839
Fashion Valley Mall—2		10/11/08	6.58	%	Fixed	Secured		29,124	14,562
Whitehall Mall		11/01/08	6.77	%	Fixed	Secured		14,067	5,565
Woodland Hills Mall		01/01/09	7.00	%	Fixed	Secured		85,041	40,180
Source, The		03/11/09	6.65	%	Fixed	Secured		124,000	31,000
Apple Blossom Mall		09/10/09	7.99	%	Fixed	Secured		39,464	19,392
Auburn Mall		09/10/09	7.99	%	Fixed	Secured		46,201	22,702
Mall at Chestnut Hill		02/02/10	8.45	%	Fixed	Secured		14,657	6,921
Westin Hotel—NYC		02/28/10	2.69	%	Variable	Secured		190,000	13,976
Mall of Georgia		07/01/10	7.09	%	Fixed	Secured		199,379	99,690
Florida Mall, The		12/10/10	7.55	%	Fixed	Secured		262,271	131,136
Atrium at Chestnut Hill		03/11/11	6.89	%	Fixed	Secured		47,675	23,426
Cape Cod Mall		03/11/11	6.80	%	Fixed	Secured		96,936	47,632
Highland Mall		07/11/11	6.83	%	Fixed	Secured		69,183	34,592
Fashion Centre Pentagon Retail		09/11/11	6.63	%	Fixed	Secured		162,606	69,108
Dadeland Mall		02/11/12	6.75	%	Fixed	Secured		195,745	97,873
Square One		03/11/12	6.73	%	Fixed	Secured		93,105	45,749
Crystal Mall		09/11/12	5.62	%	Fixed	Secured		103,995	77,548
European Retail Enterprises—Fixed Components		01/17/13	6.49	%	Fixed	Secured	(15)	74,980	24,196
Emerald Square Mall		03/01/13	5.13	%	Fixed	Secured		143,038	70,285
Avenues, The		04/01/13	5.29	%	Fixed	Secured		78,976	19,744

Circle Centre Mall	04/11/13	5.02	%	Fixed	Secured		78,981		11,587
Solomon Pond	08/01/13	3.97	%	Fixed	Secured		114,000		56,017
Miami International Mall	10/01/13	5.35	%	Fixed	Secured		97,500		46,582
Liberty Tree Mall	10/11/13	5.22	%	Fixed	Secured		35,000		17,198
European Retail Enterprises—Variable Components	10/15/13	4.21	%	Variable	Secured	(18)	191,275		61,725
Northshore Mall	03/11/14	5.03	%	Fixed	Secured		210,000		103,189
Quaker Bridge Mall	04/01/16	7.03	%	Fixed	Secured		23,897		9,453
King of Prussia Mall—1	01/01/17	7.49	%	Fixed	Secured		190,728		24,521
King of Prussia Mall—2	01/01/17	8.53	%	Fixed	Secured		13,118		1,687

Total Joint Venture Indebtedness at Face Value		5.75	%				6,708,630		2,763,842

Premium on JV Fixed-Rate Indebtedness							7,033		3,517
Discount on JV Fixed-Rate Indebtedness							(4,840	)	(2,378	)
*Total Joint Venture Indebtedness*							6,710,823		2,764,981

*The Company's Share of Total Indebtedness*		5.83	%						13,118,938

(Footnotes for preceeding pages)

Footnotes:

(1): Variable rate debt interest rates are based on the following base rates as of March 31, 2004: LIBOR at 1.09%; EURIBOR at 2.02%.
(2): Includes applicable extensions available at Company's option.
(3): These three Properties are secured by cross-collateralized and cross-defaulted mortgages.
(4): These three Properties are secured by cross-collateralized and cross-defaulted mortgages.
(5): Through an interest rate swap agreement, effectively fixed through the maturity date at the all-in interest rate presented.
(6): These notes are secured by cross-collateralized and cross-defaulted mortgages encumbering seven of the Properties (West Ridge Mall, Bay Park Mall, Boardman Plaza, Cheltenham Square, DeSoto Square, Upper Valley Mall and Washington Square).
(7): These Commercial Mortgage Notes are secured by cross-collateralized mortgages encumbering thirteen of the Properties (Eastland Mall, Southern Hills Mall, Lindale Mall, Southridge Mall, Granite Run Mall, Lake Square Mall, Northpark Mall, Southpark Mall, Valley Mall, Mesa Mall, Empire Mall, Empire East Mall and Rushmore Mall). A weighted average rate is used.
(8): These three Properties are secured by cross-collateralized and cross-defaulted mortgages.
(9): These four Properties are secured by cross-collateralized and cross-defaulted mortgages.
(10): These four Properties are secured by cross-collateralized and cross-defaulted mortgages.

(11): These eleven Properties are secured by cross-collateralized and cross-defaulted mortgages.
(12): These three Properties are secured by cross-collateralized and cross-defaulted mortgages.
(13): Simultaneous with the issuance of this loan, the Company entered into a $70 million notional amount variable rate swap agreement which is designated as a hedge against this loan. As of March 31, 2004, after including the impacts of this swap, the terms of the loan are effectively $150 million fixed at 3.60% and $70 million variable rate at 1.09%.
(14): Amounts shown in USD Equivalent. Euro equivalent is 195.0 million.
(15): Amounts shown in USD Equivalent. Euro equivalent is 61.6 million.
(16): Amounts shown in USD Equivalent. Euro equivalent is 504.4 million.
(17): Amounts shown in USD Equivalent. Canadian Dollar equivalent is 56.0 million.
(18): Amounts shown in USD Equivalent. Euro equivalent is 157.1 million.

SIMON PROPERTY GROUP
Unencumbered Assets
As of March 31, 2004

Property Name	City	State
*Regional Malls:*
University Mall	Little Rock	AR
Southgate Mall	Yuma	AZ
Brea Mall	Brea	CA
Laguna Hills Mall	Laguna Hills	CA
Santa Rosa Plaza	Santa Rosa	CA
Shops at Mission Viejo, The	Mission Viejo	CA
Westminster Mall	Westminster	CA
Aurora Mall	Aurora	CO
Boynton Beach Mall	Boynton Beach	FL
Cordova Mall	Pensacola	FL
Edison Mall	Fort Meyers	FL
Orange Park Mall	Orange Park	FL
Town Center at Boca Raton	Boca Raton	FL
Tyrone Square	St. Petersburg	FL
University Mall	Pensacola	FL
Lenox Square	Atlanta	GA
Phipps Plaza	Atlanta	GA
Alton Square	Alton	IL
Lincolnwood Town Center	Lincolnwood	IL
Northwoods Shopping Center	Peoria	IL
Orland Square	Orland Park	IL
River Oaks Center	Calumet City	IL
Castleton Square Mall	Indianapolis	IN
Lafayette Square	Indianapolis	IN
Muncie Mall	Muncie	IN
Hutchinson Mall	Hutchinson	KS
Prien Lake Mall	Lake Charles	LA
Burlington Mall	Burlington	MA
South Shore Plaza	Braintree	MA
St. Charles Towne Center	Waldorf	MD
Maplewood Mall	Minneapolis	MN
Miller Hill Mall	Duluth	MN
Independence Center	Independence	MO
SouthPark Mall	Charlotte	NC
Pheasant Lane	Nashua	NH
Livingston Mall	Livingston	NJ

Menlo Park Mall	Edison	NJ
Ocean County Mall	Toms River	NJ
Rockaway Townsquare	Rockaway	NJ
Cottonwood Mall	Albuquerque	NM
Las Vegas Premium Outlets	Las Vegas	NV
Chautauqua Mall	Lakewood	NY
Nanuet Mall	Nanuet	NY
Jefferson Valley Mall	Yorktown Heights	NY
Roosevelt Field	Garden City	NY
Walt Whitman Mall	Huntington Station	NY
Great Lakes Mall	Mentor	OH
Lima Mall	Lima	OH
Southern Park Mall	Boardman	OH
Summit Mall	Akron	OH
Woodville Mall	Northwood	OH
Eastland Mall	Tulsa	OK
Heritage Park Mall	Midwest City	OK
Ross Park Mall	Pittsburgh	PA
South Hills Village	Pittsburgh	PA
Haywood Mall	Greenville	SC
Oak Court Mall	Memphis	TN
Barton Creek Square	Austin	TX
Broadway Square	Tyler	TX
Irving Mall	Irving	TX
La Plaza Mall	McAllen	TX
Richardson Square Mall	Richardson	TX
Rolling Oaks Mall	San Antonio	TX
Shops at North East Mall	Hurst	TX
Charlottesville Fashion Square	Charlottesville	VA
Virginia Center Commons	Glen Allen	VA
Columbia Center	Kennewick	WA
Northgate Mall	Seattle	WA
*Community Centers:*
Bridgeview Court	Bridgeview	IL
Countryside Plaza	Countryside	IL
Lake Plaza	Waukegan	IL
North Ridge Plaza	Joliet	IL
Brightwood Plaza	Indianapolis	IN
Greenwood Plus	Greenwood	IN
Griffith Park Plaza	Griffith	IN
Markland Plaza	Kokomo	IN
New Castle Plaza	New Castle	IN
Northwood Plaza	Fort Wayne	IN

Teal Plaza	Lafayette	IN
Tippecanoe Plaza	Lafayette	IN
University Center	Mishawaka	IN
Wabash Village	West Lafayette	IN
Washington Plaza	Indianapolis	IN
Park Plaza	Hopkinsville	KY
Rockaway Convenience Center	Rockaway	NJ
Great Lakes Plaza	Mentor	OH
Lima Center	Lima	OH
Northland Plaza	Columbus	OH
Eastland Plaza	Tulsa	OK
Charles Towne Square	Charleston	SC
Knoxville Commons	Knoxville	TN
The Arboretum	Austin	TX
Celina Plaza	El Paso	TX
Ingram Plaza	San Antonio	TX
Martinsville Plaza	Martinsville	VA
*Office:*
O'Hare International Center	Rosemont	IL

SIMON PROPERTY GROUP
Preferred Stock/Units Outstanding
As of March 31, 2004
($ in 000's, except per share amounts)

Issuer	Description	Number of Shares/Units	Per Share Liquidation Preference		Aggregate Liquidation Preference		Ticker Symbol
Perpetual
Simon Property Group, Inc.	Series E Preferred 8% Cumulative Redeemable(1)	1,000,000	$	25	$	25,000	N/A
Simon Property Group, Inc.	Series F Preferred 8³/4% Perpetual(2)	8,000,000	$	25	$	200,000	SPGPrF
Simon Property Group, Inc.	Series G Preferred 7.89% Perpetual(3)	3,000,000	$	50	$	150,000	SPGPrG
Preferred Units:
Simon Property Group, L.P.	Series C 7% Cumulative Convertible Preferred(4)	2,600,895	$	28	$	72,825	N/A
Simon Property Group, L.P.	Series D 8% Cumulative Redeemable Preferred(5)	2,600,895	$	30	$	78,027	N/A
Simon Property Group, L.P.	7.50% Cumulative Redeemable Preferred(6)	251,096	$	100	$	25,110	N/A
Simon Property Group, L.P.	7.75%/8.00% Cumulative Redeemable Preferred	822,588	$	100	$	82,259	N/A

(1): The shares are not redeemable prior to August 27, 2004.
(2): The shares are redeemable on or after September 29, 2006. The shares are not convertible into any other securities of the Company. The shares are traded on the New York Stock Exchange. The closing price on March 31, 2004, was $27.64 per share.
(3): 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 the Company. The shares are traded on the New York Stock Exchange. The closing price on March 31, 2004 was $55.02 per share.
(4): 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.
(5): Each unit/share is not redeemable prior to August 27, 2009.
(6): Each unit/share is not redeemable prior to November 10, 2006.

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Exhibit 99.1

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CONTACTS:

Shelly Doran 317.685.7330 Investors
Les Morris 317.263.7711 Media

FOR IMMEDIATE RELEASE

SIMON PROPERTY GROUP ANNOUNCES STRONG FIRST QUARTER RESULTS
AND DECLARES QUARTERLY DIVIDENDS

Indianapolis, Indiana—May 6, 2004...Simon Property Group, Inc. (the "Company") (NYSE:SPG) today announced results for the quarter ended March 31, 2004:

•: Diluted funds from operations ("FFO") of the Simon portfolio for the quarter increased 9.2% to $254.3 million from $232.8 million in 2003. On a per share basis the increase was 7.9% to $0.96 per share from $0.89 per share in the first quarter of 2003.
•: Net income available to common shareholders for the quarter decreased 12.2% to $48.4 million from $55.1 million in 2003. On a per share basis the decrease was 17.2% to $0.24 per share from $0.29 per share in the first quarter of 2003.

The Company considers FFO a key measure of its operating performance that is not specifically defined by accounting principles generally accepted in the United States ("GAAP"). The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of real estate investment trusts and provides a relevant basis for comparison among REITs. A reconciliation of net income to FFO is provided in the financial statement section of this press release.

Comparable retail sales per square foot increased 5.4%, to $411 at March 31, 2004 as compared to $390 at March 31, 2003, while total retail sales per square foot increased 5.7%, to $408 at March 31, 2004 as compared to $386 at March 31, 2003. Average base rents for mall and freestanding stores in the regional mall portfolio were $32.75 per square foot at March 31, 2004, an increase of $1.47 or 4.7%, from March 31, 2003. The average initial base rent for new mall store leases signed during the first quarter of 2004 was $38.61, an increase of $6.25 or 19% over the tenants who closed or whose leases expired. Occupancy for mall and freestanding stores in the regional malls at March 31, 2004 was 91.1%, as compared to 91.7% at March 31, 2003.

"The Company had a strong first quarter," said David Simon, Chief Executive Officer. "We experienced healthy increases in retail sales and continued to re-lease space at industry-leading spreads. While our occupancy rate was down as a result of tenant bankruptcy closures in the last six months, retailer demand for new space remains very solid and will support our retenanting efforts. We have completed nearly $500 million of high-quality asset acquisitions since year-end at attractive yields. These acquisitions, coupled with the strength of our core portfolio and robust development pipeline, position us well for the remainder of 2004."

Dividends and Common Stock Repurchase Program

Today the Company announced a common stock dividend of $0.65 per share to be paid on May 28, 2004 to shareholders of record on May 17, 2004.

The Company also declared dividends on its two public issues of preferred stock, payable on June 30, 2004 to shareholders of record on June 16, 2004:

•: 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.

The Company also announced that its Board of Directors has authorized a common stock repurchase program under which the company may purchase up to $250 million of its common stock over the next twelve months as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions.

Development Activities

Yesterday, the Company's Board of Directors approved the development of Coconut Point, a 166 acre town center located in a master-planned 500-acre mixed-use development located in Estero/Bonita Springs on the west coast of Florida, halfway between Ft. Myers and Naples. Coconut Point will be an open-air, mixed-use mainstreet regional shopping center with a community center component featuring 18 acres of lakes, a pedestrian boardwalk and unique architecture. Coconut Point will include 1.2 million square feet of retail space, 90,000 square feet of office condominiums and 200 to 400 residential units.

Coconut Point's retail space, designed by world-renowned architects, The Jerde Partnership of Venice, CA, will be comprised of three components. The village will be a mainstreet design anchored by Dillard's, Muvico Theatres, Barnes & Noble and four restaurants. The Village is expected to include small shop tenants such as Apple, Hollister, J. Jill, Jos. A. Banks, Talbots and Williams-Sonoma. The community center will be anchored by Bed Bath & Beyond, Best Buy, Designer Shoe Warehouse, Office Max, Old Navy, PetsMart, Pier One, Ross Dress for Less and Sports Authority. Connecting the village and the community center will be the third component, a unique and exciting concept called The Lakefront. This environment will contain entertainment, casual and sit-down dining and shops.

Residential condominiums will be developed over the mainstreet above two of the retail buildings, with the balance of the units, a clubhouse and a pool on a 3.7 acre parcel behind the main street. The development and sale of the residential condominiums will be undertaken by a third party developer who specializes in residential products.

Phase I, which includes the community center, The Lakefront shops and a portion of the village inclusive of the Muvico Theater, is expected to open in October of 2005. Phase II, which includes the balance of the main street from Barnes & Noble to Dillard's, along with the commercial and residential condominiums, is projected to open in September of 2006. The Company owns the project in a 50/50 joint venture with Dillard's, Inc. Gross costs are expected to approximate $224 million and construction is expected to commence in June of 2004.

The Company also has five new development projects currently under construction:

•: Chicago Premium Outlets is the third development to be undertaken jointly by Simon and Chelsea Property Group. A 50/50 joint venture, the site is approximately 35 miles west of downtown Chicago on Interstate 88, also known as the East-West Tollway, in Aurora, Illinois. This upscale manufacturers' outlet shopping center will comprise 438,000 square feet and will feature tenants such as Giorgio Armani, Brooks Brothers Factory Store, Elie Tahari, Kate Spade, Kenneth Cole and Versace Company Store. Gross costs are expected to approximate $90 million and the project is scheduled to open May 19, 2004.
•: Clay Terrace is a 570,000 square foot upscale center located at the southwest corner of U.S. 31 and 146^th Street, approximately fifteen miles north of downtown Indianapolis, Indiana. Clay Terrace is an open-air, mixed-use shopping center project, incorporating a mix of "big box" anchor stores, specialty retail stores, unique restaurants and Class A office space. Clay Terrace tenants will include: Dick's Sporting Goods, Wild Oats, Circuit City, Mitchell's Fish Market, and Designer Shoe Warehouse. The Company owns the project in a 50/50 joint venture with Lauth

Property Group. Gross costs are expected to approximate $108 million and the project is scheduled to open in the fourth quarter of 2004.

•: St. Johns Town Center, a 1.5 million square foot open-air retail project, is under construction in Jacksonville, Florida. The project will be comprised of a village component with a mainstreet design and a community center, and will feature Dillard's, Barnes & Noble, Dick's Sporting Goods, Target, Ross Dress for Less, Designer Shoe Warehouse, Staples and PetsMart. Restaurants will include The Cheesecake Factory, Maggiano's, and P.F. Chang's. Simon is developing the project in conjunction with joint venture partner Ben Carter Properties. The Company will own 85% of this project until certain financial hurdles are met, at which time ownership changes to 50/50. Gross costs are expected to approximate $165 million and the project is scheduled to open in the first quarter of 2005.
•: Wolf Ranch is a 670,000 square foot retail shopping complex located at the southwest corner of I-35 and State Road 29 in Georgetown, Texas. It will be an open-air, mixed-use shopping center containing a mix of "big box" anchor stores, specialty retail stores and unique restaurants. Wolf Ranch will be anchored by Target and Kohl's and contain eight junior anchors including Linens N' Things, Office Depot and PetsMart. Construction started on December 16, 2003 and gross costs are expected to approximate $98 million. The project is scheduled to open in the third quarter of 2005. The Company owns 100% of this asset.
•: Firewheel Town Center is a 785,000 square foot open-air regional shopping center located at the intersection of State Road 190 and President George Bush Expressway and State Road 78 in Garland, Texas. The project will feature Foley's, Dillard's, AMC Theaters, Barnes & Noble, Circuit City, Sports Authority and Linens N' Things. The project will contain approximately 245,000 square feet of small shop space, four sit-down restaurants, plus 75,000 square feet of second level office space. Construction started on February 26, 2004 and gross costs are expected to approximate $132 million. The project is scheduled to open in the fourth quarter of 2005. The Company also owns 100% of this asset.

The Company's most significant expansion and redevelopment projects underway are the redevelopment of SouthPark Mall in Charlotte, North Carolina and the expansion of The Forum Shops at Caesars. At SouthPark, a new 153,000 square foot Nordstrom, a 60,000 square foot Hecht's expansion, and 50,000 additional square feet of small shops opened in March of 2004. An additional phase of the redevelopment of SouthPark is under construction which will add Galyan's (opening in the third quarter of 2004), a food court, and two restaurants. Expected gross costs for the SouthPark redevelopment are $97 million. The phase III expansion of Forum Shops will open in October of 2004, adding 175,000 square feet of unique luxury designers, restaurants, and one-of-a kind retailers. Expected gross costs for phase III of Forum Shops are $139 million.

Acquisitions

On February 5, 2004, the Company acquired a 95% interest in Gateway Shopping Center in Austin, Texas for $107 million. This 513,000 square foot project is 99% leased and is located at the confluence of Mo-Pac Expressway (Loop 1), Research Boulevard (Highway 183), and Capital of Texas Highway (Loop 360)—three of the major arterial roads in Austin. The joining of these three highways has become known as the Golden Triangle section of Austin.

Gateway's tenant line-up includes The Container Store, Whole Foods, Smith & Hawken, Linens 'N Things, Old Navy, Best Buy, Ulta 3 Salon and Cosmetics, Comp USA and Regal Cinema. In the fall Crate & Barrel will open its only store in the Austin market in a two-level 35,000 square foot location. Average small shop sales for the center are approximately $370 per square foot.

On April 27, 2004, the California Public Employees' Retirement System ("CalPERS") and the State of Michigan Treasury ("Michigan") sold their interests in Bangor Mall in Bangor, Maine (50% interest) and Montgomery Mall in Montgomeryville, Pennsylvania (57.31% interest) to their existing partners. In connection with these transactions, Simon Property Group's interest in Bangor Mall increased to 67.6% from 32.6% and its interest in Montgomery Mall increased to 54.4% from 23.1%. The Company's cost to acquire these additional ownership interests was approximately $67 million.

Bangor Mall comprises 655,000 square feet and is anchored by Filene's, JCPenney and Sears, with Dick's Sporting Goods scheduled to open on an available anchor pad in November of 2004. Bangor Mall generates sales of approximately $370 per square foot, was 91% leased at December 31, 2003, and is the only mall in the city of Bangor. Montgomery Mall is a 1.1 million square foot center in suburban Philadelphia and is anchored by JCPenney, Macy's, Sears and Strawbridge's. Montgomery Mall generates sales of approximately $360 per square foot and was 92% leased at December 31, 2003.

On May 4, 2004, the Company completed the purchase of a 100% interest in Plaza Carolina in San Juan, Puerto Rico for $309 million from a partnership owned 50% by CalPERS and 50% by Michigan. Plaza Carolina is the premier shopping destination in the entire northeast sector of Puerto Rico and receives over 30,000 visitors per day. Located in Carolina, southeast of San Juan, Plaza Carolina comprises 1.1 million square feet and is anchored by JCPenney, Sears, a supermarket, a movie theater and four junior anchors. Specialty shop retailers include Limited Too, PacSun, d.e.m.o., Claire's Boutique, Casa Febus, GAP, Rave, Charlotte Russe, Zales Jewelers, World Footlocker, Old Navy and Champs Sports. Built in 1978, Plaza Carolina generates total annual sales of approximately $275 million and sales per square foot of over $450. The center has maintained a 98% average historical occupancy rate over the last five years.

Mall of America Update

The September 10, 2003 Order of the Federal District Court in Minnesota requires the Company to disgorge "net profits" received as a result of its ownership interest in Mall of America from October, 1999 to the present. The Court-appointed Special Master issued his findings regarding his computation of net profits in a memorandum issued May 3, 2004. As a result of this memorandum, the Company recorded an additional estimated loss on the disposition of this asset in the first quarter of $13.5 million, or $0.05 per share. This item adversely impacted net income, but did not affect Funds from Operations. We have appealed the Court's Order to the United States Court of Appeals for the Eighth Circuit. We will also be appealing the Special Master's findings. The Company has not recorded earnings from Mall of America since the date of the Order.

2004 Guidance

The Company updated its 2004 earnings guidance today. Diluted net income per share is expected to be within a range of $1.61 to $1.65 and diluted FFO per share is expected to be within a range of $4.28 to $4.32.

The following table provides the reconciliation of estimated diluted net income per share to diluted FFO per share.

For the twelve months ended December 31, 2004	Low Range			High Range
Estimated diluted net income per share	$	1.61		$	1.65
Depreciation and amortization including our share of joint ventures		2.68			2.68
(Gain)/Loss on sales of real estate and discontinued operations		0.00			0.00
Impact of additional dilutive securities for FFO per share		(0.01	)		(0.01	)

Estimated diluted FFO per share	$	4.28		$	4.32

Forward-Looking Statements

Estimates of future net income per share and FFO and other statements regarding future developments and operations are forward-looking statements within the meaning of the federal securities laws. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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, acquisitions and changes in market rates of interest or foreign currency. 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.

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (in the About Simon section), www.companyboardroom.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Daylight Time (New York) tomorrow, May 7th. An online replay will be available for approximately 90 days at www.simon.com.

Supplemental Materials

The Company will publish a supplemental information package tomorrow morning which will be available at www.simon.com in the Investor Relations section, Other Financial Reports tab. It will also be furnished to the SEC as part of a Form 8-K. If you wish to receive a copy via mail, please call 800-461-3439.

Simon Property Group, Inc. (NYSE:SPG), headquartered in Indianapolis, Indiana, is a real estate investment trust engaged in the ownership, development and management of income-producing properties, primarily regional malls and community shopping centers. Through its subsidiary partnerships, it currently owns or has an interest in 247 properties in North America containing an aggregate of 192 million square feet of gross leasable area in 37 states plus Canada and Puerto Rico. The Company also holds interests in 48 assets in Europe (in France, Italy, Poland and Portugal). Additional Simon Property Group information is available at www.simon.com.

SIMON
Statements of Operations
Unaudited
(In thousands, except as noted)

		For the Three Months Ended March 31,
		2004			2003
REVENUE:
Minimum rent		$	355,609		$	327,416
Overage rent			9,509			8,036
Tenant reimbursements			174,063			159,613
Management fees and other revenue			17,913			18,826
Other income			27,219			20,972

	Total revenue		584,313			534,863
EXPENSES:
Property operating			85,123			77,670
Depreciation and amortization			138,385			120,947
Real estate taxes			60,386			51,802
Repairs and maintenance			22,477			22,301
Advertising and promotion			12,635			11,458
Provision for credit losses			3,415			4,363
Home and regional office costs			20,965			18,753
General and administrative			3,564			3,044
Other			8,893			5,954

	Total operating expenses		355,843			316,292
OPERATING INCOME			228,470			218,571
Interest expense			153,386			151,197

Income before minority interest			75,084			67,374
Minority interest			(861	)		(1,833	)
(Loss)/Gain on sales of assets and other, net			(13,500	)(A)		23
Income tax expense of taxable REIT subsidiaries			(2,010	)		(1,963	)

Income before unconsolidated entities			58,713			63,601
Income from other unconsolidated entities			17,072			21,380

Income from continuing operations			75,785			84,981
Results of operations from discontinued operations			(209	)		3,085
Gain on disposal or sale of discontinued operations, net			91			4,252

Income before allocation to limited partners			75,667			92,318
LESS:
	Limited partners' interest in the Operating Partnership		14,575			18,661
	Preferred distributions of the Operating Partnership		4,905			2,835

NET INCOME			56,187			70,822
Preferred dividends			(7,836	)		(15,682	)

NET INCOME AVAILABLE TO COMMON SHAREHOLDERS		$	48,351		$	55,140

SIMON
Per Share Data and Selected Mall Operating Statistics
Unaudited

		Three Months Ended March 31,
		2004			2003
*PER SHARE DATA:*
Basic Earnings Per Common Share:
	Income from continuing operations	$	0.24		$	0.26
	Discontinued operations—results of operations and gain on disposal or sale, net		0.00			0.03

	Net income available to common shareholders	$	0.24		$	0.29

	Percentage Change		-17.2	%
Diluted Earnings Per Common Share:
	Income from continuing operations	$	0.24		$	0.26
	Discontinued operations—results of operations and gain on disposal or sale, net		0.00			0.03

	Net Income available to common shareholders	$	0.24		$	0.29

	Percentage Change		-17.2	%

SELECTED U.S. REGIONAL MALL OPERATING STATISTICS

	March 31, 2004			March 31, 2003
Occupancy(B)
Consolidated Assets		90.6	%		91.2	%
Unconsolidated Assets		91.8	%		92.6	%
Total Portfolio		91.1	%		91.7	%
Average rent per square foot(B)
Consolidated Assets	$	31.82		$	30.29
Unconsolidated Assets	$	34.20		$	32.96
Total Portfolio	$	32.75		$	31.28
Comparable sales per square foot(C)
Consolidated Assets	$	397		$	374
Unconsolidated Assets	$	437		$	421
Total Portfolio	$	411		$	390
Total sales per square foot(C)
Consolidated Assets	$	393		$	370
Unconsolidated Assets	$	433		$	417
Total Portfolio	$	408		$	386

SIMON
Reconciliation of Net Income to FFO(D)
Unaudited
(In thousands, except as noted)

The Company considers FFO a key measure of its operating performance that is not specifically defined by GAAP. The Company believes that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and it provides a relevant basis for comparison among REITs. The Company also uses this measure internally to measure the operating performance of the portfolio.

		Three Months Ended March 31,
		2004			2003
Net Income(E)(F)(G)		$	56,187		$	70,822
Plus: Limited partners' interest in the Operating Partnership and preferred distributions of the Operating Partnership			19,480			21,496
Plus: Depreciation and amortization from consolidated properties and discontinued operations			136,251			122,077
Plus: Simon's share of depreciation and amortization from unconsolidated entities			41,492			34,673
Plus: Loss/(Gain) on sales of real estate and discontinued operations			13,409			(4,275	)
Less: Minority interest portion of depreciation and amortization			(1,081	)		(1,334	)
Less: Preferred distributions and dividends			(12,741	)		(18,518	)

FFO of the Simon Portfolio		$	252,997		$	224,941

*Per Share Reconciliation:*
Diluted net income per share		$	0.24		$	0.29
Plus: Depreciation and amortization from consolidated properties and the Company's share of depreciation and amortization from unconsolidated affiliates, net of minority interest portion of depreciation and amortization			0.67			0.62
Plus: Loss (gain) on sales of real estate and discontinued operations			0.05			(0.02	)
Less: Impact of additional dilutive securities for FFO per share			0.00			0.00

Diluted FFO per share		$	0.96		$	0.89

*Details for per share calculations:*
FFO of the Simon Portfolio		$	252,997		$	224,941
Adjustments for dilution calculation:
Impact of Series B and C preferred stock conversion & option exercise(H)			1,274			7,849

Diluted FFO of the Simon Portfolio		$	254,271		$	232,790

Basic weighted average shares outstanding			202,250			187,070
Weighted average limited partnership units outstanding			60,587			62,413

Basic weighted average shares and units outstanding			262,837			249,483
Adjustments for dilution calculation:
Effect of stock options			964			674
Impact of Series B preferred 6.5% convertible stock			0			12,491
Impact of Series C cumulative preferred 7% convertible units			1,968			0

Diluted weighted average shares and units outstanding			265,769			262,648

Basic FFO per share		$	0.96		$	0.90
	Percent Increase		6.7	%
Diluted FFO per share		$	0.96		$	0.89
	Percent Increase		7.9	%

SIMON
Balance Sheets
Unaudited
(In thousands, except as noted)

			March 31, 2004			December 31, 2003
ASSETS:
	Investment properties, at cost		$	15,344,494		$	14,971,823
	Less—accumulated depreciation			2,706,928			2,556,578

				12,637,566			12,415,245
	Cash and cash equivalents			489,757			535,623
	Tenant receivables and accrued revenue, net			257,466			305,200
	Investment in unconsolidated entities, at equity			1,646,948			1,811,773
	Deferred costs, other assets, and minority interest, net			626,870			616,880

		Total assets	$	15,658,607		$	15,684,721

LIABILITIES:
	Mortgages and other indebtedness		$	10,506,183		$	10,266,388
	Accounts payable, accrued expenses and deferred revenue			566,829			667,610
	Cash distributions and losses in partnerships and joint ventures, at equity			23,238			14,412
	Other liabilities, minority interest and accrued dividends			198,674			280,414

		Total liabilities		11,294,924			11,228,824

COMMITMENTS AND CONTINGENCIES
LIMITED PARTNERS' INTEREST IN THE OPERATING PARTNERSHIP				828,003			859,050
LIMITED PARTNERS' PREFERRED INTEREST IN THE OPERATING PARTNERSHIP				258,220			258,220
SHAREHOLDERS' EQUITY
	CAPITAL STOCK OF SIMON PROPERTY GROUP, INC. (750,000,000 total shares authorized, $.0001 par value, 237,996,000 shares of excess common stock):
		All series of preferred stock, 100,000,000 shares authorized, 12,000,000 and 12,078,012 issued and outstanding, respectively. Liquidation values $375,000 and $376,960, respectively		365,652			367,483
		Common stock, $.0001 par value, 400,000,000 shares authorized, 205,642,447 and 200,876,552 issued and outstanding, respectively		21			20
		Class B common stock, $.0001 par value, 12,000,000 shares authorized, 8,000 and 3,200,000 issued and outstanding, respectively		—			1
		Class C common stock, $.0001 par value, 4,000 shares authorized, issued and outstanding		—			—
	Capital in excess of par value			4,160,063			4,121,332
	Accumulated deficit			(1,180,654	)		(1,097,317	)
	Accumulated other comprehensive income			16,240			12,586
	Unamortized restricted stock award			(31,344	)		(12,960	)
	Common stock held in treasury at cost, 2,098,555 shares			(52,518	)		(52,518	)

		Total shareholders' equity		3,277,460			3,338,627

			$	15,658,607		$	15,684,721

SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands, except as noted)

		For the Three Months Ended March 31,
		2004			2003
REVENUE:
Minimum rent		$	258,653		$	206,026
Overage rent			5,757			5,264
Tenant reimbursements			133,341			106,040
Other income			40,780			30,430

	Total revenue		438,531			347,760
EXPENSES:
Property operating			94,036			57,885
Depreciation and amortization			80,784			60,940
Real estate taxes			39,347			35,436
Repairs and maintenance			19,855			18,667
Advertising and promotion			10,399			8,146
Provision for credit losses			2,609			2,752
Other			22,760			17,152

	Total operating expenses		269,790			200,978
OPERATING INCOME			168,741			146,782
Interest expense			111,791			86,205

Income Before Minority Interest and Unconsolidated Entities			56,950			60,577
Income from unconsolidated entities			(689	)		2,294
Minority interest			0			(92	)

Income from Continuing Operations			56,261			62,779
Income from discontinued joint venture interests(I)			—			3,386

NET INCOME		$	56,261		$	66,165

Third-party investors' share of Net Income		$	33,020		$	39,323

Our share of Net Income			23,241			26,842
Amortization of Excess Investment			6,169			5,462

Income from Unconsolidated Joint Ventures		$	17,072		$	21,380

SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands, except as noted)

			March 31, 2004		December 31, 2003
ASSETS:
	Investment properties, at cost		$	10,189,277	$	10,239,929
	Less—accumulated depreciation			1,821,259		1,798,564

				8,368,018		8,441,365
	Cash and cash equivalents			277,860		308,781
	Tenant receivables			225,235		262,893
	Investment in unconsolidated entities			106,195		94,853
	Deferred costs and other assets			209,205		227,485

		Total assets	$	9,186,513	$	9,335,377

LIABILITIES AND PARTNERS' EQUITY:
	Mortgages and other indebtedness		$	6,710,823	$	6,643,052
	Accounts payable, accrued expenses and deferred revenue			293,840		310,190
	Other liabilities			34,601		74,206

		Total liabilities		7,039,264		7,027,448

	Preferred units			152,450		152,450
	Partners' equity			1,994,799		2,155,479

		Total liabilities and partners' equity	$	9,186,513	$	9,335,377

	Our Share of:
	Total assets		$	3,771,388	$	3,861,497

	Partners' equity		$	861,399	$	885,149
	Add: Excess Investment, net			762,311		912,212

	Our net investment in joint ventures		$	1,623,710	$	1,797,361

	Mortgages and other indebtedness		$	2,764,981	$	2,739,630

Excess Investment represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the partnerships and joint ventures acquired. We generally amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

SIMON
Footnotes to Financial Statements
Unaudited

Notes:

(A): Represents additional estimated loss recorded as a result of the Special Master's memorandum on May 3, 2004 clarifying the calculation of "net profits" that must be disgorged by the Company related to the Mall of America litigation. The Company has appealed the Court's September 10, 2003 Order and will appeal the Special Master's findings.
(B): Includes mall and freestanding stores.
(C): 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.
(D): As defined by NAREIT, FFO is consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales of real estate, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP. The Company has adopted NAREIT's clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting change or resulting from the sale of depreciable real estate. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.
(E): Includes our share of gains on land sales of $4.3 million and $5.9 million for the three months ended March 31, 2004 and 2003, respectively.
(F): Includes our share of straight-line adjustments to minimum rent of $2.2 million and $1.7 million for the three months ended March 31, 2004 and 2003, respectively.
(G): Includes our share of the fair market value of leases from acquisitions of $7.4 million and $1.9 million for the three months ended March 31, 2004 and 2003, respectively.
(H): Includes dividends of Series B and C Preferred Stock allocable to the Company as well as increased allocation of FFO to the Company as a result of assumed increase in the number of common shares outstanding. The Series B shares impacted only the 2003 results as they were converted or redeemed during 2003.
(I): Discontinued Joint Venture Interests represent those partnership interests that have been sold or consolidated. Consolidation occurs when the Company acquires an additional ownership interest in a joint venture and has, as a result, gained control of the joint venture. These interests have been separated from operational interests to present comparative results of operations for those joint ventures held as of March 31, 2004.

QuickLinks

SIMON Statements of Operations Unaudited (In thousands, except as noted)
SIMON Per Share Data and Selected Mall Operating Statistics Unaudited
SIMON Reconciliation of Net Income to FFO(D) Unaudited (In thousands, except as noted)
SIMON Balance Sheets Unaudited (In thousands, except as noted)
SIMON Joint Venture Statements of Operations Unaudited (In thousands, except as noted)
SIMON Joint Venture Balance Sheets Unaudited (In thousands, except as noted)
SIMON Footnotes to Financial Statements Unaudited