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

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

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

Delaware (State or other jurisdiction of incorporation or organization)

001-14469 (Commission File No.)

04-6268599 (I.R.S. Employer Identification No.)

225 West Washington Street
Indianapolis, Indiana 46204
(Address of principal executive offices) (ZIP Code)

(317) 636-1600
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class		Name of each exchange on which registered
Common stock, $0.0001 par value		New York Stock Exchange
7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $0.0001 par value		New York Stock Exchange
6% Series I Convertible Perpetual Preferred Stock, $0.0001 par value		New York Stock Exchange
83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 par value		New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

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            Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). YES ý    NO o

            Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o    NO ý

            Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o

            Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

            Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.

Large accelerated filer ý                      Accelerated filer o                      Non-accelerated filer o

            Indicate by checkmark whether the Registrant is a shell company (as defined in rule 12-b of the Act). YES o    NO ý

            The aggregate market value of shares of common stock held by non-affiliates of the Registrant was approximately $17,885 million based on the closing sale price on the New York Stock Exchange for such stock on June 30, 2006.

            As of January 31, 2007, Simon Property Group, Inc. had 221,575,842, 8,000 and 4,000 shares of common stock, Class B common stock and Class C common stock outstanding, respectively.

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Documents Incorporated By Reference

            Portions of the Registrant's Annual Report to Stockholders are incorporated by reference into Parts I, II and IV; and portions of the Registrant's Proxy Statement in connection with its 2007 Annual Meeting of Stockholders are incorporated by reference in Part III.

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Simon Property Group, Inc. and Subsidiaries
Annual Report on Form 10-K
December 31, 2006

TABLE OF CONTENTS

Item No.				Page No.
Part I
1.		Business		3
1A.		Risk Factors		10
1B.		Unresolved Staff Comments		15
2.		Properties		15
3.		Legal Proceedings		45
4.		Submission of Matters to a Vote of Security Holders		45
Part II
5.		Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		46
6.		Selected Financial Data		47
7.		Management's Discussion and Analysis of Financial Condition and Results of Operations		47
7A.		Quantitative and Qualitative Disclosure About Market Risk		47
8.		Financial Statements and Supplementary Data		47
9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		47
9A.		Controls and Procedures		47
9B.		Other Information		47
Part III
10.		Directors, Executive Officers and Corporate Governance		48
11.		Executive Compensation		48
12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		48
13.		Certain Relationships and Related Transactions, and Director Independence		48
14.		Principal Accountant Fees and Services		48
Part IV
15.		Exhibits, and Financial Statement Schedules		49
Signatures				50

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Part I

Item 1. Business

Background

            Simon Property Group, Inc. ("Simon Property") is a Delaware corporation that operates as a self-administered and self-managed real estate investment trust ("REIT"). Simon Property Group, L.P. (the "Operating Partnership") is a majority-owned partnership subsidiary of Simon Property that owns all of our real estate properties. In this report, the terms "we", "us" and "our" refer to Simon Property, the Operating Partnership and their subsidiaries.

            We are engaged primarily in the ownership, development, and management of retail real estate, primarily regional malls, Premium Outlet® centers and community/lifestyle centers. As of December 31, 2006, we owned or held an interest in 286 income-producing properties in the United States, which consisted of 171 regional malls, 36 Premium Outlet centers, 69 community/lifestyle centers, and 10 other shopping centers or outlet centers in 38 states and Puerto Rico (collectively, the "Properties", and individually, a "Property"). We also own interests in five parcels of land held for future development (together with the Properties, the "Portfolio"). In the United States, we have five new properties currently under development aggregating approximately 3.5 million square feet which will open during 2007 or early 2008. Internationally, we have ownership interests in 53 European shopping centers (in France, Italy and Poland), five Premium Outlet centers in Japan, and one Premium Outlet center in Mexico. We also have begun construction on a Premium Outlet center in which we will hold a 50% interest located in South Korea and, through a joint venture arrangement, we will have a 32.5% interest in five shopping centers (four of which are under construction) in China.

Operating Policies and Strategies

            The following is a discussion of our investment policies, financing policies, conflict of interest policies and policies with respect to certain other activities. One or more of these policies may be amended or rescinded from time to time without a stockholder vote.

Investment Policies

            We conduct our investment activities through the Operating Partnership and its subsidiaries. Our primary business objectives are to increase Funds From Operations ("FFO") per share, operating results and the value of our Properties while maintaining a strong, stable balance sheet consistent with our financing policies. We intend to achieve these objectives by:

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developing new shopping centers which meet our economic criteria;

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renovating and/or expanding our Properties where appropriate;

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acquiring additional shopping centers and portfolios of other retail real estate companies that meet our investment criteria;

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pursuing a leasing strategy that capitalizes on the desirable location of our Properties;

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generating additional revenues through merchandising, marketing and promotional activities;

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adding mixed-use elements to our Portfolio through our asset intensification initiatives, such as multifamily, condominiums, hotel and self-storage elements at selected locations; and

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improving the performance of our Properties by using the economies of scale that result from our size to help control operating costs.

            We cannot assure you that we will achieve our business objectives.

            We develop and acquire properties to generate both current income and long-term appreciation in value. We do not limit the amount or percentage of assets that may be invested in any particular property or type of property or in any geographic area. We may purchase or lease properties for long-term investment or develop, redevelop, and/or sell our Properties, in whole or in part, when circumstances warrant. We participate with other entities in property ownership, through joint ventures or other types of co-ownership. These equity investments may be subject to existing mortgage financing and other indebtedness that have priority over our equity interest.

            While we emphasize equity real estate investments, we may, at our discretion, invest in mortgages and other real estate interests consistent with our qualification as a REIT under the Internal Revenue Code ("Code"). We do not currently intend to invest to a significant extent in mortgages or deeds of trust; however, we hold an interest in one

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Property through a mortgage note which results in us receiving 100% of the economics of the Property. We may invest in participating or convertible mortgages if we conclude that we may benefit from the cash flow or any appreciation in the value of the property.

            We may also invest in securities of other entities engaged in real estate activities or securities of other issuers. However, any of these investments would be subject to the percentage ownership limitations and gross income tests necessary for REIT qualification under the Code. These REIT limitations mean that we cannot make an investment that would cause our real estate assets to be less than 75% of our total assets. In addition, at least 75% of our gross income must be derived directly or indirectly from investments relating to real property or mortgages on real property, including "rents from real property," dividends from other REIT's and, in certain circumstances, interest from certain types of temporary investments. At least 95% of our income must be derived from such real property investments, and from dividends, interest and gains from the sale or dispositions of stock or securities or from other combinations of the foregoing.

            Subject to these REIT limitations, we may invest in the securities of other issuers in connection with acquisitions of indirect interests in real estate. Such an investment would normally be in the form of general or limited partnership or membership interests in special purpose partnerships and limited liability companies that own one or more properties. We may, in the future, acquire all or substantially all of the securities or assets of other REITs, management companies or similar entities where such investments would be consistent with our investment policies.

Financing Policies

            We must comply with the covenant restrictions of the debt agreements of the Operating Partnership that limit our ratio of debt to total market valuation. For example, the Operating Partnership's lines of credit and the indentures for the Operating Partnership's debt securities contain covenants that restrict the total amount of debt of the Operating Partnership to 65%, or 60% in relation to certain debt, of total assets, as defined under the related arrangement, and secured debt to 50% of total assets. In addition, these agreements contain other covenants requiring compliance with financial ratios. Furthermore, the amount of debt that we may incur is limited as a practical matter by our desire to maintain acceptable ratings for our equity securities and the debt securities of the Operating Partnership.

            If our Board of Directors ("Board") determines to seek additional capital, we may raise such capital through additional equity offerings, debt financing, creating joint ventures with existing ownership interests in Properties, retention of cash flows or a combination of these methods. Our ability to retain cash flows is subject to Code provisions requiring REITs to distribute a certain percentage of their taxable income. We must also take into account taxes that would be imposed on undistributed taxable income. If the Board determines to raise additional equity capital, it may, without stockholder approval, issue additional shares of common stock or other capital stock. The Board may issue a number of shares up to the amount of our authorized capital in any manner and on such terms and for such consideration as it deems appropriate. This may include issuing stock in exchange for property. Such securities may be senior to the outstanding classes of common stock. Such securities also may include additional classes of preferred stock, which may be convertible into common stock. Existing stockholders will have no preemptive right to purchase shares in any subsequent offering of our securities. Any such offering could dilute a stockholder's investment in us.

            We anticipate that any additional borrowings would be made through the Operating Partnership or its subsidiaries. We might, however, incur borrowings that would be reloaned to the Operating Partnership. Borrowings may be in the form of bank borrowings, publicly and privately placed debt instruments, or purchase money obligations to the sellers of properties. Any of such indebtedness may be unsecured or may be secured by any or all of our assets, the Operating Partnership or any existing or new property-owning partnership. Any such indebtedness may also have full or limited recourse to all or any portion of the assets of any of the foregoing. Although we may borrow to fund the payment of dividends, we currently have no expectation that we will regularly be required to do so.

            We may obtain unsecured or secured lines of credit. We also may determine to issue debt securities. Any such debt securities may be convertible into capital stock or be accompanied by warrants to purchase capital stock. We also may sell or securitize our lease receivables. The proceeds from any borrowings or financings may be used for the following:

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financing acquisitions;

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developing or redeveloping properties;

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refinancing existing indebtedness;

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working capital or capital improvements; or

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meeting the income distribution requirements applicable to REITs, if we have income without the receipt of cash sufficient to enable us to meet such distribution requirements.

            We also may determine to finance acquisitions through the following:

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issuance of shares of common stock;

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issuance of shares of preferred stock;

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issuance of additional units of limited partnership interest in the Operating Partnership;

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issuance of preferred units of the Operating Partnership;

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issuance of other securities; or

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sale or exchange of ownership interests in Properties.

            The ability to offer units of limited partnership interest to transferors may result in beneficial tax treatment for the transferors. This is because the exchange of units for properties may defer gain recognition for tax purposes by the transferor. It may also be advantageous for us since certain investors may be limited in the number of shares of our capital stock that they may purchase.

            If the Board determines to obtain additional debt financing, we intend to do so generally through mortgages on Properties, borrowings under our revolving lines of credit or term loan facilities, or the issuance of unsecured debt through the Operating Partnership. We may do this directly or through an entity owned or controlled by us. The mortgages may be non-recourse, recourse, or cross-collateralized. We do not have a policy limiting the number or amount of mortgages that may be placed on any particular property. Mortgage financing instruments, however, usually limit additional indebtedness on such properties.

            Typically, we invest in or form special purpose entities only to obtain permanent financing for Properties on attractive terms. Permanent financing for Properties is typically structured as a mortgage loan on one or a group of Properties in favor of an institutional third party, as a joint venture with a third party, or as a securitized financing. For securitized financings, we are required to create special purpose entities to own the Properties. These special purpose entities are structured so that they would not be consolidated with us in the event we would ever become subject to a bankruptcy proceeding. We decide upon the structure of the financing based upon the best terms then available to us and whether the proposed financing is consistent with our other business objectives. For accounting purposes, we include the outstanding securitized debt of special purpose entities owning consolidated Properties as part of our consolidated indebtedness.

Conflict of Interest Policies

            We maintain policies and have entered into agreements designed to reduce or eliminate potential conflicts of interest. We have adopted governance principles governing our affairs and the Board, as well as written charters for each of the standing Committees of the Board. In addition, we have a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees. At least a majority of the members of our Board must qualify as independent under the listing standards for New York Stock Exchange companies and cannot be affiliated with the Simon or DeBartolo families who are significant stockholders. Any transaction between us and the Simons or the DeBartolos, including property acquisitions, service and property management agreements and retail space leases, must be approved by a majority of non-affiliated directors.

            The sale by the Operating Partnership of any property that it owns may have an adverse tax impact on the Simons or the DeBartolos and the other limited partners of the Operating Partnership. In order to avoid any conflict of interest between Simon Property and the limited partners of the Operating Partnership, our charter requires that at least six of our independent directors must authorize and require the Operating Partnership to sell any property it owns. Any such sale is subject to applicable agreements with third parties. Noncompetition agreements executed by each of the Simons contain covenants limiting the ability of the Simons to participate in certain shopping center activities in North America.

Policies With Respect To Certain Other Activities

            We intend to make investments which are consistent with applicable REIT requirements of the Code, unless the Board determines that it is no longer in our best interests to qualify as a REIT. The Board may make such a determination because of changing circumstances or changes in the REIT requirements. We have authority to offer shares of our capital stock or other securities in exchange for property. We also have authority to repurchase or

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otherwise reacquire our shares or any other securities. We may engage in such activities in the future. We may issue shares of our common stock to holders of units of limited partnership interest in the Operating Partnership in future periods upon exercise of such holders' rights under the Operating Partnership agreement. We may also repurchase shares of our common stock subject to Board approval. It is our policy to not make any loans to our directors or executive officers for any purpose. We may make loans to joint ventures in which we participate.

Operating Strategies

            We plan to achieve our primary business objectives through a variety of methods discussed below, although we cannot assure you that we will achieve such objectives.

            Leasing.    We pursue a leasing strategy that includes:

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marketing available space to maintain or increase occupancy levels;

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renewing existing leases and originating new leases at higher base rents per square foot;

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negotiating leases that allow us to recover from our tenants the majority of our property operating, real estate tax, and advertising and promotion expenditures; and

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executing leases that provide for percentage or overage rents and/or regular or periodic fixed contractual increases in base rents.

            Management.    We draw upon our expertise gained through management of a geographically diverse Portfolio, nationally recognized as comprising high quality retail and other Properties. In doing so, we seek to maximize cash flow through a combination of:

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an active merchandising program to maintain our shopping centers as inviting shopping destinations;

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efforts to minimize overhead and operating costs which not only benefits our operations but also reduces the costs reimbursed to us from our tenants. A tenant's ability to pay rent is affected by the percentage of its sales represented by occupancy costs, which consist of rent and expense recoveries. As sales levels increase, if expenses subject to recovery are controlled, the tenant can afford to pay higher base rent.

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coordinated marketing and promotional activities that establish and maintain customer loyalty; and

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systematic planning and monitoring of results.

            We believe that if we are successful in our efforts to increase sales while controlling operating expenses we will be able to continue to increase base rents at the Properties.

            We are the manager of substantially all our Properties held as joint venture Properties and as a result we derive revenues from management fees and other services.

            Other Revenues.    Due to our size, tenant and vendor relationships, we also generate revenues from the activities of:

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Simon Brand Ventures ("Simon Brand") obtains revenues from establishing our malls as leading market resource providers for retailers and other businesses and consumer-focused corporate alliances. Simon Brand revenues sources include: payment systems (including marketing fees relating to the sales of bank-issued prepaid cards), national marketing alliances, static and digital media initiatives, business development, sponsorship, and events.

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Simon Business Network ("Simon Business") revenues are derived from the offering of products and property operating services, resulting from its relationships with vendors, to our tenants and others. These services include such items as waste handling, facility services, and energy services, as well as major capital expenditures such as roofing, parking lots and energy systems.

            We also generate other revenues through the sale or lease of land adjacent to our Properties commonly referred to as "outlots" or "outparcels."

            International Expansion.    Our investments in properties that are under operation in Europe, Japan, and Mexico are conducted through joint ventures. In Europe, we have investments in partnerships with Groupe Auchan (known as Gallerie Commerciali Italia ("GCI") in Italy) and Ivanhoe Cambridge, Inc. (known as Simon Ivanhoe S.à.r.l. ("Simon Ivanhoe") in France and Poland). In Japan, our investments are in partnerships with Mitsubishi Estate Co., Ltd. and Sojitz Corporation (formerly known as Nissho Iwai Corporation). Our Mexico investment is a joint venture with Sordo Madaleno y Asociados. We have also formed a joint venture in South Korea to develop a Premium Outlet Center. We

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and our partner, Shinsegae Co., Ltd. and Shinsegae International Co., Ltd. (collectively "Shinsegae"), each own 50% of this partnership. Lastly, we have formed joint ventures with Morgan Stanley Real Estate Fund ("MSREF") and SZITIC Commercial Property Co., Ltd. ("SZITIC CP") to develop five shopping centers in China. Four of these centers are currently under construction. We account for our international joint venture activities under the equity method of accounting, as defined by accounting policies generally accepted in the United States.

            We believe that the expertise we have gained through the development, leasing, management, and marketing of our Properties in the United States can be utilized in retail properties abroad. There are risks inherent in international operations that may be beyond our control which are described in the following section entitled "Risk Factors."

Acquisitions

            The acquisition of high quality individual properties or portfolios of properties remain an integral component of our growth strategies. On November 1, 2006, we acquired the remaining 50% interest in Mall of Georgia, a regional mall Property, from our partner for $252.6 million, including the assumption of $96.0 million of debt. As a result, we now own 100% of Mall of Georgia, and the property was consolidated as of the acquisition date.

            During 2006, we also acquired an additional 15.3% net ownership in Simon Ivanhoe, increasing our ownership interest in this joint venture to 50% effective in the first quarter of 2006.

Dispositions

            As part of our strategic plan to own high quality retail real estate, we continually evaluate our properties and sell those which no longer meet our strategic criteria. We may use the capital generated from these dispositions to invest in higher-quality and higher-growth properties. We believe that the sale of these non-core Properties will not have a material impact on our future results of operations or cash flows nor will their sale materially affect our ongoing operations. We expect that any earnings dilution from the sales on our results of operations from these dispositions will be offset by the positive impact of acquisition, development and redevelopment activities.

            During the year ended December 31, 2006, we disposed of three consolidated properties and one joint venture property in which we held a 50% interest and accounted for under the equity method. We received net proceeds of $52.7 million and recorded our share of a net gain on the disposals totaling $12.2 million. We do not believe the sale of these properties will have a material impact on our future results of operations or cash flows. We believe the disposition of these properties will enhance the average overall quality of our Portfolio. In addition, we also received capital transaction proceeds related to a beneficial interest that we held during 2006 in a mall partnership, which resulted in an $86.5 million gain, terminating our beneficial interests in this entity.

Competition

            We consider our principal competitors to be ten other major United States or internationally publicly-held companies that own or operate regional malls, outlet centers, and other shopping centers in the United States and abroad. We also compete with many commercial developers, real estate companies and other owners of retail real estate that operate in our trade areas. Some of our Properties and investments are of the same type and are within the same market area as competitor properties. The existence of competitive properties could have a material adverse effect on our ability to lease space and on the level of rents we can obtain. This results in competition for both the acquisition of prime sites (including land for development and operating properties) and for tenants to occupy the space that we and our competitors develop and manage. In addition, our Properties compete against other forms of retailing, such as catalog and e-commerce websites, that offer retail products and services.

            We believe that our Portfolio is the largest, as measured by gross leasable area ("GLA"), of any publicly-traded retail REIT. In addition, we own or have an interest in more regional malls than any other publicly-traded REIT. We believe that we have a competitive advantage in the retail real estate business as a result of:

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the size, quality and diversity of our Properties;

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our management and operational expertise;

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our extensive experience and relationships with retailers and lenders;

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our mall marketing initiatives and consumer focused strategic corporate alliances, including those developed by Simon Brand and Simon Business; and

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our ability to use our size to reduce the total occupancy cost of our tenants.

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            Our size reduces our dependence upon individual retail tenants. Approximately 4,200 different retailers occupy more than 24,000 stores in our Properties and no retail tenant represents more than 3.8% of our Properties' total minimum rents.

Certain Activities

            During the past three years, we have:

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issued 7,365,739 shares of common stock upon the conversion of common units of limited partnership interest in the Operating Partnership;

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issued 1,181,241 restricted shares of common stock, net of forfeitures, under The Simon Property Group 1998 Stock Incentive Plan (the "1998 Plan");

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issued 1,014,066 shares of common stock upon exercise of stock options under 1998 Plan;

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purchased and retired 181,000 shares of common stock;

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purchased 3,132,700 shares of common stock in the open market;

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issued 12,978,795 shares of common stock in the Chelsea Property Group, Inc. ("Chelsea") acquisition;

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issued 222,933 shares of common stock upon the conversion of 283,907 shares of Series I Preferred Stock;

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repurchased 78,012 shares of Series H preferred stock in 2004;

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issued 1,156,039 shares of Series D preferred stock in 2004 upon the conversion of Series D preferred units and repurchased 1,156,039 shares of Series D preferred stock in 2004;

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redeemed all of the 1,000,000 shares of Series E preferred stock;

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redeemed all of the 8,000,000 shares of Series F preferred stock;

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issued 13,261,712 shares of Series I preferred stock in the Chelsea acquisition;

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issued 803,948 shares of Series I preferred stock upon the exchange of Series I preferred units;

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issued 796,948 shares of Series J preferred stock in the Chelsea acquisition;

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issued and repurchased 8,000,000 shares of Series K preferred stock in 2006;

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borrowed a maximum amount of $2.0 billion under our unsecured revolving credit facility; the outstanding amount of borrowings under this facility as of December 31, 2006 was $305.1 million;

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as a co-borrower with the Operating Partnership, borrowed $1.8 billion under an unsecured acquisition facility in connection with the Chelsea acquisition, that has been fully repaid as of December 31, 2006;

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provided annual reports containing financial statements certified by our independent registered public accounting firm and quarterly reports containing unaudited financial statements to our security holders.

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not made loans to other entities or persons, including our officers and directors, other than to certain joint venture properties;

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not invested in the securities of other issuers for the purpose of exercising control, other than the Operating Partnership, certain wholly-owned subsidiaries and to acquire interests in real estate;

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not underwritten securities of other issuers; and

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not engaged in the purchase and sale or turnover of investments for the purpose of trading.

Employees

            At January 26, 2007, we and our affiliates employed approximately 4,300 persons at various properties and offices throughout the United States, of which approximately 1,600 were part-time. Approximately 1,000 of these employees were located at our corporate headquarters in Indianapolis, IN and 140 were located at our Chelsea offices in Roseland, NJ.

Corporate Headquarters

            Our corporate headquarters are located at 225 West Washington Street, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600.

Available Information

            Our Internet website address is www.simon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available or may be accessed free of charge through the "About Simon/Investor Relations/Financial Information" section of our Internet website as soon as reasonably practicable after we

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electronically file such material with, or furnish it to, the SEC. Our Internet website and the information contained therein or connected thereto are not intended to be incorporated into this Annual Report on Form 10-K.

            The following corporate governance documents are also available through the About Simon/Investor Relations/Corporate Governance section of our Internet website or may be obtained in print form by request of our Investor Relations Department: Governance Principles, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominating Committee Charter, Governance Committee Charter, and Executive Committee Charter.

Executive Officers of the Registrant

            The following table sets forth certain information with respect to the executive officers of Simon Property as of December 31, 2006.

Name		Age		Position
Melvin Simon (1)		80		Co-Chairman
Herbert Simon (1)		72		Co-Chairman
David Simon (1)		45		Chief Executive Officer
Richard S. Sokolov		57		President and Chief Operating Officer
Gary L. Lewis		48		Executive Vice President — Leasing
Stephen E. Sterrett		51		Executive Vice President and Chief Financial Officer
J. Scott Mumphrey		55		Executive Vice President — Property Management
John Rulli		50		Executive Vice President — Chief Operating Officer — Operating Properties
James M. Barkley		55		General Counsel; Secretary
Andrew A. Juster		54		Senior Vice President and Treasurer

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(1)

Melvin Simon is the brother of Herbert Simon and the father of David Simon.

            Set forth below is a summary of the business experience of the executive officers of Simon Property. The executive officers of Simon Property serve at the pleasure of the Board. For biographical information of Melvin Simon, Herbert Simon, David Simon, Richard S. Sokolov, Stephen E. Sterrett, and James M. Barkley, see Item 10 of this report.

            Mr. Lewis is the Executive Vice President — Leasing of Simon Property. Mr. Lewis joined Melvin Simon & Associates, Inc. ("MSA") in 1986 and held various positions with MSA and Simon Property prior to becoming Executive Vice President in charge of Leasing of Simon Property in 2002.

            Mr. Mumphrey serves as Simon Property's Executive Vice President — Property Management. He joined MSA in 1974 and also held various positions with MSA before becoming Senior Vice President of Property Management in 1993. In 2000, he became the President of Simon Business Network. Mr. Mumphrey became Executive Vice President — Property Management in 2002.

            Mr. Rulli serves as Simon Property's Executive Vice President — Chief Operating Officer — Operating Properties and previously served as Executive Vice President and Chief Administrative Officer. He joined MSA in 1988 and held various positions with MSA before becoming Simon Property's Executive Vice President in 1993 and Chief Administrative Officer in 2000. In December 2003, he was appointed to Executive Vice President — Chief Operating Officer — Operating Properties.

            Mr. Juster serves as Simon Property's Senior Vice President and Treasurer. He joined MSA in 1989 and held various financial positions with MSA until 1993 and thereafter has held various positions with Simon Property. Mr. Juster became Treasurer in 2001.

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Item 1A. Risk Factors

            The following factors, among others, could cause our actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by our management from time to time. These factors, among others, may have a material adverse effect on our business, financial condition, operating results and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. You should not consider this list to be a complete statement of all potential risks or uncertainties. Past performance should not be considered an indication of future performance.

Risks Relating to Debt and the Financial Markets

We have a substantial debt burden that could affect our future operations.

            As of December 31, 2006, our consolidated mortgages and other indebtedness, excluding the related premium and discount, totaled $15.3 billion, of which approximately $1.7 billion matures during 2007, including recurring principal amortization. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced if developments at the Property, such as the entry of new competitors or the loss of major tenants, cause a reduction in the income from the Property. Should such events occur, our operations may be adversely affected. If a Property is mortgaged to secure payment of indebtedness and income from the Property is insufficient to pay that indebtedness, the Property could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value.

We depend on external financings for our growth and ongoing debt service requirements.

            We depend primarily on external financings, principally debt financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on our credit rating, the willingness of banks to lend to us and conditions in the capital markets in general. We cannot assure you that we will be able to obtain the financing we need for future growth or to meet our debt service as obligations mature, or that the financing available to us will be on acceptable terms.

Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.

            Our outstanding senior unsecured notes and preferred stock are periodically rated by nationally recognized credit rating agencies. The credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position, and other factors viewed by the credit rating agencies as relevant to our industry and the economic outlook in general. Our credit rating can affect the amount of capital we can access, as well as the terms of any financing we obtain. Since we depend primarily on debt financing to fund our growth, adverse changes in our credit rating could have a negative effect on our future growth.

Our hedging interest rate protection arrangements may not effectively limit our interest rate risk.

            We manage our exposure to interest rate risk by a combination of interest rate protection agreements to effectively fix or cap a portion of our variable rate debt, or in the case of a fair value hedge, effectively convert fixed rate debt to variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful.

            Our use of interest rate hedging arrangements to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of these hedging agreements typically involve costs, such as transaction fees or breakage costs.

Rising interest rates could also make our equity securities less attractive.

            One of the factors that may influence the price of our equity securities in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Any significant increase in interest

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rates could lead holders of our equity securities to seek higher yields through other investments, which could adversely affect the market price of our equity securities.

Rising interest rates could adversely affect our debt service costs.

            As of December 31, 2006, approximately $0.8 billion of our total consolidated debt, adjusted to reflect outstanding derivative instruments, was subject to floating interest rates. In a rising interest rate environment, these debt service costs will increase. Increased debt service costs would adversely affect our cash flow. The impact of changes in market rates of interest on the fair value of our debt and, in turn, our future earnings and cash flows appears elsewhere in this report.

Factors Affecting Real Estate Investments and Operations

We face risks associated with the acquisition, development and expansion of properties.

            We regularly acquire and develop new properties and expand and redevelop existing Properties, and these activities are subject to various risks. We may not be successful in pursuing acquisition, development or redevelopment/expansion opportunities. In addition, newly acquired, developed or redeveloped/expanded properties may not perform as well as expected. We are subject to other risks in connection with any acquisition, development and redevelopment/expansion activities, including the following:

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construction costs of a project may be higher than projected, potentially making the project unfeasible or unprofitable;

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we may not be able to obtain financing or to refinance construction loans on favorable terms, if at all;

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we may be unable to obtain zoning, occupancy or other governmental approvals;

•

occupancy rates and rents may not meet our projections and the project may not be profitable; and

•

we may need the consent of third parties such as anchor tenants, mortgage lenders and joint venture partners, and those consents may be withheld.

            If a development or redevelopment/expansion project is unsuccessful, either because it is not meeting our expectations when operational or was not completed according to the project planning, we could lose our investment in the project. Further, if we guarantee the property's financing, our loss could exceed our investment in the project.

We are subject to risks related to owning retail real estate.

            We are subject to risks incidental to the ownership and operation of retail real estate. These risks include, among others:

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the risks normally associated with changes in the general economic climate;

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trends in the retail industry;

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creditworthiness of tenants;

•

competition for tenants and customers;

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consumer confidence;

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impact of terrorist activities;

•

changes in tax laws;

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interest and foreign currency exchange rates;

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the availability of financing; and

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potential liability under environmental and other laws.

Real estate investments are relatively illiquid.

            Our Properties represent a substantial portion of our total consolidated assets. These investments are relatively illiquid. As a result, our ability to sell one or more of our Properties or investments in real estate in response to any changes in economic or other conditions is limited. If we want to sell a Property, we cannot assure you that we will be able to dispose of it in the desired time period or that the sales price of a Property will exceed the cost of our investment.

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Environmental Risks

As owners of real estate, we can face liabilities for environmental contamination.

            Federal, state and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at a Property or at impacted neighboring properties. These laws often impose liability regardless of whether the property owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. These laws and regulations may require the abatement or removal of asbestos containing materials in the event of damage, demolition or renovation, reconstruction or expansion of a Property and also govern emissions of and exposure to asbestos fibers in the air. Those laws and regulations also govern the installation, maintenance and removal of underground storage tanks used to store waste oils or other petroleum products. Many of our Properties contain, or at one time contained, asbestos containing materials or underground storage tanks (primarily related to auto service center establishments or emergency electrical generation equipment). The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial and could adversely affect our results of operations or financial condition but is not estimable. The presence of contamination, or the failure to remediate contamination, may also adversely affect our ability to sell, lease or redevelop a Property or to borrow using a Property as collateral.

Our efforts to identify environmental liabilities may not be successful.

            Although we believe that our Portfolio is in substantial compliance with Federal, state and local environmental laws, ordinances and regulations regarding hazardous or toxic substances, this belief is based on limited testing. Nearly all of our Properties have been subjected to Phase I or similar environmental audits. These environmental audits have not revealed, nor are we aware of, any environmental liability that we believe will have a material adverse effect on our results of operations or financial condition. However, we cannot assure you that:

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existing environmental studies with respect to the Portfolio reveal all potential environmental liabilities;

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any previous owner, occupant or tenant of a Property did not create any material environmental condition not known to us;

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the current environmental condition of the Portfolio will not be affected by tenants and occupants, by the condition of nearby properties, or by other unrelated third parties; or

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future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations or the interpretation thereof) will not result in environmental liabilities.

Retail Operations Risks

We are subject to risks that affect the general retail environment.

            Our concentration in the retail real estate market means that we are subject to the risks that affect the retail environment generally, including the levels of consumer spending, seasonality, the willingness of retailers to lease space in our shopping centers, tenant bankruptcies, changes in economic conditions, consumer confidence and terrorist activities. Any one or more of these factors could adversely affect our results of operations or financial condition.

We may not be able to lease newly developed Properties and renew leases and relet space at existing Properties.

            We may not be able to lease new Properties to an appropriate mix of tenants or for rents that are consistent with our projections. Also, when leases for our existing Properties expire, the premises may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the current lease terms. To the extent that our leasing plans are not achieved, our cash generated before debt repayments and capital expenditures could be adversely affected.

Some of our Properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of or a store closure by one or more of these tenants.

            Regional malls are typically anchored by department stores and other large nationally recognized tenants. The value of some of our Properties could be adversely affected if these tenants fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations. Department store and larger store, also referred to as "big box", consolidations typically result in the closure of existing stores or duplicate or

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geographically overlapping store locations. We do not control the disposition of those department stores or larger stores that we do not own. We also may not control the vacant space that is not re-leased in those stores we do own. Other tenants may be entitled to modify the terms of their existing leases in the event of such closures. The modification could be unfavorable to us as the lessor and could decrease rents or expense recovery charges. Additionally, major tenant closures may result in decreased customer traffic which could lead to decreased sales at other stores. If the sales of stores operating in our Properties were to decline significantly due to closing of anchors, economic conditions, or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties.

We face potential adverse effects from tenants' bankruptcies.

            Bankruptcy filings by retailers occur frequently in the course of our operations. We are continually re-leasing vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected Properties. Future tenant bankruptcies could adversely affect our Properties or impact our ability to successfully execute our re-leasing strategy.

Risks Relating to Joint Venture Properties

We have limited control with respect to some of our Properties that are partially owned or managed by third parties, which may adversely affect our ability to sell or refinance the Properties.

            As of December 31, 2006, we owned interests in 146 income-producing properties with other parties. Of those, 19 Properties are included in our consolidated financial statements. We account for the other 127 properties under the equity method of accounting, which we refer to as joint venture properties. We serve as general partner or property manager for 58 of these 127 properties; however, certain major decisions, such as selling or refinancing these properties, require the consent of the other owners. Of these properties we do not serve as general partner or property manager, 59 are in our international joint ventures. The other owners also have other participating rights that we consider substantive for purposes of determining control over the properties' assets. The remaining joint venture properties are managed by third parties. These limitations may adversely affect our ability to sell, refinance, or otherwise operate these properties.

We guarantee debt or otherwise provide support for a number of joint venture Properties.

            Joint venture debt is the liability of the joint venture and is typically secured by a mortgage on the joint venture Property. As of December 31, 2006, we have loan guarantees and other guarantee obligations to support $43.6 million and $19.0 million, respectively, of our total $3.5 billion share of joint venture mortgage and other indebtedness. A default by a joint venture under its debt obligations may expose us to liability under a guaranty or letter of credit.

Other Factors Affecting Our Business

Our Common Area Maintenance (CAM) contributions may not allow us to recover the majority of our operating expenses from tenants.

            CAM costs typically include allocable energy costs, repairs, maintenance and capital improvements to common areas, janitorial services, administrative, property and liability insurance costs, and security costs. We historically have used leases with variable CAM provisions that adjust to reflect inflationary increases. However, we are making a concerted effort to shift from variable to fixed CAM contributions for our cost recoveries which will fix our tenants' CAM contributions to us. As a result, our CAM contributions may not allow us to recover all operating costs and, we cannot assure you that we will succeed in our efforts to recover a substantial portion of these costs in the future.

We face a wide range of competition that could affect our ability to operate profitably.

            Our Properties compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition may come from existing or future developments in the same market areas and from discount shopping centers, outlet malls, catalogues, discount shopping clubs and electronic commerce. The presence of competitive properties also affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls could also negatively affect our Properties.

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            We also compete with other retail property developers to acquire prime development sites. In addition, we compete with other retail property companies for attractive tenants and qualified management.

We expect to continue to pursue international expansion opportunities that may subject us to different or greater risk from those associated with our domestic operations.

            We hold interests in joint venture properties that are under operation in Europe, Japan and Mexico. We have also established arrangements to develop joint venture properties in China and South Korea, and expect to pursue additional expansion opportunities outside the United States. International development and ownership activities carry risks that are different from those we face with our domestic Properties and operations. These risks include:

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adverse effects of changes in exchange rates for foreign currencies;

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changes in foreign political environments, regionally, nationally, and locally;

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challenges of complying with a wide variety of foreign laws including corporate governance, operations, taxes, and litigation;

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differing lending practices;

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differences in cultures;

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changes in applicable laws and regulations in the United States that affect foreign operations;

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difficulties in managing international operations; and

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obstacles to the repatriation of earnings and cash.

            Although our international activities currently are a relatively small portion of our business (international properties represented less than 7% of the GLA of all of our properties at December 31, 2006), to the extent that we expand our international activities, these risks could increase in significance which in turn could adversely affect our results of operations and financial condition.

Some of our potential losses may not be covered by insurance.

            We maintain commercial general liability "all risk" property coverage including fire, flood, extended coverage and rental loss insurance on our Properties. One of our subsidiaries indemnifies our general liability carrier for a specific layer of losses. A similar policy written through our subsidiary also provides a portion of our initial coverage for property insurance and certain windstorm risks at the Properties located in Florida. Even insured losses could result in a serious disruption to our business and delay our receipt of revenue.

            There are some types of losses, including lease and other contract claims that generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a Property, as well as the anticipated future revenue from the Property. If this happens, we may still remain obligated for any mortgage debt or other financial obligations related to the Property.

            The events of September 11, 2001 significantly affected our insurance programs. Although insurance rates remain high, since the President signed into law the Terrorism Risk Insurance Act (TRIA) in November of 2002, the price of terrorism insurance has steadily decreased, while the available capacity has been substantially increased. We have purchased terrorism insurance covering all Properties. The program provides limits up to $1 billion per occurrence for Certified (Foreign) acts of terrorism and $500 million per occurrence for Non-Certified (Domestic) acts of terrorism. The coverage is written on an "all risk" policy form. In December of 2005, the President signed into law the Terrorism Risk Insurance Extension Act (TRIEA) of 2005, thereby extending the federal terrorism insurance backstop through 2007. TRIEA narrows terms and conditions afforded by TRIA for 2006 and 2007 by: 1) excluding lines of coverage for commercial automobile, surety, burglary and theft, farm owners' multi-peril and professional liability; 2) raising the certifiable event trigger mechanism from $5 million to $50 million during 2006 and to $100 million during 2007; and 3) increasing the deductibles and co-pays assigned to insurance companies. Upon the expiration of TRIEA in 2007, we could pay higher premiums for comparable terrorism coverage and/or obtain or be otherwise able to secure less coverage than we have currently.

Terrorist attacks may adversely affect the value of our properties.

            Our higher profile Properties or markets they operate in could be potential targets for terrorism attacks, due to the large quantities of people at the Property or in the surrounding areas. Threatened or actual terrorist attacks in these high profile markets could directly or indirectly impact our Properties by resulting in lower property values, a decline in revenue, or a decline in customer traffic and, in turn, a decline in our tenants' sales.

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Inflation may adversely affect our financial condition and results of operations.

            Although inflation has not materially impacted our operations in the recent past, increased inflation could have a more pronounced negative impact on our mortgage and debt interest and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending which could impact our tenants' sales and, in turn, our overage rents, where applicable.

Risks Relating to Federal Income Taxes

Our failure to qualify as a REIT would have adverse tax consequences to us and our stockholders.

            We cannot assure you that we will remain qualified as a REIT. Qualification as a REIT for federal income tax purposes is governed by highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations. If we fail to qualify as a REIT and any available relief provisions do not apply:

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we will not be allowed a deduction for distributions to stockholders in computing our taxable income;

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we will be subject to corporate level income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates; and

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unless entitled to relief under relevant statutory provisions, we will also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost.

            As a result, net income and funds available for distribution to our stockholders will be reduced for those years in which we fail to qualify as a REIT. Also, we would no longer be required to distribute money to our stockholders. Although we currently intend to operate so as to qualify as a REIT, future economic, market, legal, tax or other considerations might cause us to revoke our REIT election.

            On October 22, 2004, President Bush signed the American Jobs Creation Act which included several provisions of the REIT Improvement Act, which added some flexibility to the REIT rules. This Act provided for monetary penalties in lieu of REIT disqualification. This better matches the severity of the penalty to the REIT's error and therefore reduces the possibility of disqualification.

Item 1B. Unresolved Staff Comments

            None.

Item 2. Properties

United States Properties

            Our Properties primarily consist of regional malls, Premium Outlet centers, community/lifestyle centers, and other properties. Our Properties contain an aggregate of approximately 200 million square feet of GLA, of which we own approximately 120.2 million square feet ("Owned GLA"). Total estimated retail sales at the Properties in 2006 were approximately $53 billion.

            Regional malls typically contain at least one traditional department store anchor or a combination of anchors and big box retailers with a wide variety of smaller stores ("Mall" stores) connecting the anchors. Additional stores ("Freestanding" stores) are usually located along the perimeter of the parking area. Our 171 regional malls are generally enclosed centers and range in size from approximately 400,000 to 2.0 million square feet of GLA. Our regional malls contain in the aggregate more than 17,800 occupied stores, including approximately 675 anchors, which are mostly national retailers.

            Premium Outlet centers generally contain a wide variety of retailers located in open-air manufacturers' outlet centers. Our 36 Premium Outlet centers range in size from approximately 200,000 to 600,000 square feet of GLA. The Premium Outlet centers are generally located near metropolitan areas including New York City, Los Angeles, Chicago, Boston, Washington, D.C., and San Francisco; or within 20 miles of major tourist destinations including Palm Springs, Napa Valley, Orlando, Las Vegas, and Honolulu.

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            Community/lifestyle centers are generally unenclosed and smaller than our regional malls. Our 69 community/lifestyle centers generally range in size from approximately 100,000 to 600,000 square feet of GLA. Community/lifestyle centers are designed to serve a larger trade area and typically contain anchor stores and other tenants that are usually national retailers among the leaders in their markets. These tenants generally occupy a significant portion of the GLA of the center. We also own traditional community shopping centers that focus primarily on value-oriented and convenience goods and services. These centers are usually anchored by a supermarket, discount retailer, or drugstore and are designed to service a neighborhood area. Finally, we own open-air centers adjacent to our regional malls designed to take advantage of the drawing power of the mall.

            We also have interests in 10 other shopping centers or outlet centers. These other Properties range in size from approximately 85,000 to 300,000 square feet of GLA. The combined other Properties represent less than 1% of our total operating income before depreciation.

            The following table provides representative data for our Properties as of December 31, 2006:

            As of December 31, 2006, approximately 93.2% of the Mall and Freestanding Owned GLA in regional malls and the retail space of the other Properties was leased, approximately 99.4% of Owned GLA in the Premium Outlet centers was leased and approximately 93.2% of Owned GLA in the community/lifestyle centers was leased.

            We own 100% of 199 of our 286 Properties, effectively control 19 Properties in which we have a joint venture interest, and hold the remaining 68 Properties through unconsolidated joint venture interests. We are the managing or co-managing general partner or member of 276 of our Properties. Substantially all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in our joint ventures may initiate these provisions at any time, which will result in either the use of available cash or borrowings to acquire their partnership interest or the disposal of our partnership interest.

            The following property table summarizes certain data on our regional malls, Premium Outlet centers, and community/lifestyle centers located in the United States, including Puerto Rico, as of December 31, 2006.

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		REGIONAL MALLS
1.		Alton Square		IL		Alton (St. Louis)		Fee		100.0	%	Acquired 1993		64.3	%	426,315		211,655		637,970		Macy's, JCPenney, Sears, Old Navy
2.		Anderson Mall		SC		Anderson (Greenville)		Fee		100.0	%	Built 1972		95.8	%	404,394		229,988		634,382		Belk Ladies Fashion Store, Belk Men's & Home Store, JCPenney, Sears
3.		Apple Blossom Mall		VA		Winchester		Fee		49.1	% (4)	Acquired 1999		95.9	%	229,011		213,619		442,630		Belk, JCPenney, Sears, Dick's Sporting Goods (6)
4.		Arsenal Mall		MA		Watertown (Boston)		Fee		100.0	%	Acquired 1999		95.8	%	191,395		310,130	(18)	501,525		Marshalls, The Home Depot, Linens 'n Things, Filene's Basement, Old Navy
5.		Atrium Mall		MA		Chestnut Hill (Boston)		Fee		49.1	% (4)	Acquired 1999		99.4	%	—		205,751		205,751		Borders Books & Music
6.		Auburn Mall		MA		Auburn (Boston)		Fee		49.1	% (4)	Acquired 1999		93.3	%	417,620		174,350		591,970		Macy's, Macy's Home Store, Sears
7.		Aventura Mall (1)		FL		Miami Beach		Fee		33.3	% (4)	Built 1983		96.1	%	1,257,638		662,622		1,920,260		Bloomingdale's, Macy's, Macy's Mens & Home Furniture, JCPenney, Sears, Nordstrom (6)
8.		Avenues, The		FL		Jacksonville		Fee		25.0	% (4) (2)	Built 1990		99.1	%	754,956		362,409		1,117,365		Belk, Dillard's, JCPenney, Parisian (19), Sears
9.		Bangor Mall		ME		Bangor		Fee		66.4	% (15)	Acquired 2003		92.2	%	416,582		237,494		654,076		Macy's, JCPenney, Sears, Dick's Sporting Goods
10.		Barton Creek Square		TX		Austin		Fee		100.0	%	Built 1981		97.5	%	922,266		508,229		1,430,495		Nordstrom, Macy's, Dillard's Women's & Home, Dillard's Men's & Children's, JCPenney, Sears
11.		Battlefield Mall		MO		Springfield		Fee and Ground Lease (2056)		100.0	%	Built 1970		92.1	%	770,111		433,482		1,203,593		Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears
12.		Bay Park Square		WI		Green Bay		Fee		100.0	%	Built 1980		98.1	%	447,508		267,756		715,264		Younkers, Elder-Beerman, Kohl's, ShopKo
13.		Bowie Town Center		MD		Bowie (Washington, D.C.)		Fee		100.0	%	Built 2001		99.3	%	355,557		328,588		684,145		Macy's, Sears, Barnes & Noble, Bed Bath & Beyond
14.		Boynton Beach Mall		FL		Boynton Beach (W. Palm Beach)		Fee		100.0	%	Built 1985		87.7	%	714,210		300,364		1,014,574		Macy's, Dillard's Men's & Home, Dillard's Women, JCPenney, Sears
15.		Brea Mall		CA		Brea (Orange County)		Fee		100.0	%	Acquired 1998		99.6	%	874,802		443,789		1,318,591		Nordstrom, Macy's, JCPenney, Sears
16.		Broadway Square		TX		Tyler		Fee		100.0	%	Acquired 1994		99.8	%	427,730		200,966		628,696		Dillard's, JCPenney, Sears
17.		Brunswick Square		NJ		East Brunswick (New York)		Fee		100.0	%	Built 1973		98.6	%	467,626		299,792		767,418		Macy's, JCPenney, Barnes & Noble
18.		Burlington Mall		MA		Burlington (Boston)		Ground Lease (2048)		100.0	%	Acquired 1998		96.8	%	642,411		432,201		1,074,612		Macy's, Lord & Taylor, Sears, Nordstrom (20)
19.		Cape Cod Mall		MA		Hyannis (Barnstable — Yarmouth)		Ground Leases (2009-2073) (7)		49.1	% (4)	Acquired 1999		98.9	%	420,199		303,618		723,817		Macy's, Macy's, Sears, Best Buy, Marshalls, Barnes & Noble
20.		Castleton Square		IN		Indianapolis		Fee		100.0	%	Built 1972		97.3	%	908,481		352,398		1,260,879		Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Borders Books & Music (6)
21.		Century III Mall		PA		West Mifflin (Pittsburgh)		Fee		100.0	%	Built 1979		85.8	%	831,439		459,191	(18)	1,290,630		Macy's, Macy's Furniture Galleries, JCPenney, Sears, Dick's Sporting Goods, Steve & Barry's University Sportswear
22.		Charlottesville Fashion Square		VA		Charlottesville		Ground Lease (2076)		100.0	%	Acquired 1997		100.0	%	381,153		190,533		571,686		Belk Women's & Children's, Belk Men's & Home, JCPenney, Sears
23.		Chautauqua Mall		NY		Lakewood (Jamestown)		Fee		100.0	%	Built 1971		84.4	%	213,320		218,858		432,178		Sears, JCPenney, Bon Ton, Office Max

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
24.		Chesapeake Square		VA		Chesapeake (Norfolk — VA Beach)		Fee and Ground Lease (2062)		75.0	% (12)	Built 1989		93.0	%	534,760		271,842		806,602		Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears, Target
25.		Cielo Vista Mall		TX		El Paso		Fee and Ground Lease (2012) (7)		100.0	%	Built 1974		96.7	%	793,716		443,825		1,237,541		Macy's, Dillard's Women's & Furniture, Dillard's Men's, Children's & Home, JCPenney, Sears
26.		Circle Centre		IN		Indianapolis		Property Lease (2098)		14.7	% (4) (2)	Built 1995		87.0	%	350,000		435,963	(18)	785,963		Nordstrom, Carson Pirie Scott
27.		Coconut Point		FL		Estero		Fee		50.0	% (4)	Built 2006		94.6	%	424,636		594,758		1,019,394		Dillard's, Barnes & Noble, Bed Bath & Beyond, Best Buy, DSW, Office Max, Old Navy, PetsMart, Pier 1 Imports, Ross Dress for Less, Cost Plus World Market, T.J. Maxx
28.		Coddingtown Mall		CA		Santa Rosa		Fee		50.0	% (4)	Acquired 2005		77.2	%	547,090		309,812		856,902		Macy's, JCPenney, Gottschalk's, (8)
29.		College Mall		IN		Bloomington		Fee and Ground Lease (2048) (7)		100.0	%	Built 1965		88.7	%	356,887		286,028		642,915		Macy's, Sears, Target, Dick's Sporting Goods, Bed Bath & Beyond, Pier One (6)
30.		Columbia Center		WA		Kennewick		Fee		100.0	%	Acquired 1987		92.0	%	408,052		346,895		754,947		Macy's, Macy's Mens & Children, JCPenney, Sears, Toys 'R Us, Barnes & Noble
31.		Copley Place		MA		Boston		Fee		98.1	%	Acquired 2002		98.0	%	150,847		1,080,822	(18)	1,231,669		Nieman Marcus, Barneys New York
32.		Coral Square		FL		Coral Springs (Miami — Ft. Lauderdale)		Fee		97.2	%	Built 1984		96.9	%	648,144		296,802		944,946		Macy's Mens, Children & Home, Macy's Women, Dillard's, JCPenney, Sears
33.		Cordova Mall		FL		Pensacola		Fee		100.0	%	Acquired 1998		90.4	%	395,875		463,085		858,960		Dillard's Men's, Dillard's Women's, Parisian (19), Best Buy, Bed, Bath & Beyond, Cost Plus World Market, Ross Dress for Less
34.		Cottonwood Mall		NM		Albuquerque		Fee		100.0	%	Built 1996		96.9	%	631,556		409,278		1,040,834		Macy's, Dillard's, JCPenney, Sears, Mervyn's
35.		Crossroads Mall		NE		Omaha		Fee		100.0	%	Acquired 1994		63.0	%	522,119		231,298		753,417		Dillard's, Sears, Target, Barnes & Noble, Old Navy
36.		Crystal Mall		CT		Waterford (New London — Norwich)		Fee		74.6	% (4)	Acquired 1998		92.1	%	442,311		351,861		794,172		Macy's, JC Penney, Sears, Old Navy, (17)
37.		Crystal River Mall		FL		Crystal River		Fee		100.0	%	Built 1990		76.5	%	302,495		121,844		424,339		JCPenney, Sears, Belk, Kmart
38.		Dadeland Mall		FL		Miami		Fee		50.0	% (4)	Acquired 1997		96.9	%	1,132,072		335,524		1,467,596		Saks Fifth Avenue, Nordstrom, Macy's, Macy's Children & Home, JCPenney
39.		DeSoto Square		FL		Bradenton (Sarasota — Bradenton)		Fee		100.0	%	Built 1973		96.9	%	435,467		244,499		679,966		Macy's, Dillard's, JCPenney, Sears
40.		Eastland Mall		IN		Evansville		Fee		50.0	% (4)	Acquired 1998		94.8	%	489,144		375,307		864,451		Macy's, JCPenney, Bed Bath & Beyond, Marshalls, Dillard's (6)
41.		Edison Mall		FL		Fort Myers		Fee		100.0	%	Acquired 1997		93.0	%	742,667		310,695		1,053,362		Dillard's, Macy's Mens, Children & Home, Macy's Women, JCPenney, Sears
42.		Emerald Square		MA		North Attleboro (Providence — Fall River)		Fee		49.1	% (4)	Acquired 1999		94.2	%	647,372		375,125		1,022,497		Macy's, Macy's Mens & Home Store, JCPenney, Sears

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Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
43.		Empire Mall (1)		SD		Sioux Falls		Fee and Ground Lease (2033) (7)		50.0	% (4)	Acquired 1998		92.4	%	497,341		548,004		1,045,345		Macy's, Younkers, JCPenney, Sears, Gordmans, Old Navy
44.		Fashion Centre at Pentagon City, The		VA		Arlington (Washington, DC)		Fee		42.5	% (4)	Built 1989		98.0	%	472,729		517,384	(18)	990,113		Nordstrom, Macy's
45.		Fashion Mall at Keystone		IN		Indianapolis		Ground Lease (2067)		100.0	%	Acquired 1997		99.0	%	249,721		433,601	(18)	683,322		Saks Fifth Avenue, Parisian (16), Crate & Barrel, Nordstrom (20)
46.		Fashion Valley Mall		CA		San Diego		Fee		50.0	% (4)	Acquired 2001		100.0	%	1,053,305		655,681		1,708,986		Saks Fifth Avenue, Neiman-Marcus, Bloomingdale's, Nordstrom, Macy's, JCPenney
47.		Firewheel Town Center		TX		Garland		Fee		100.0	%	Built 2005		95.7	%	298,857		618,845	(18)	917,702		Dillard's, Macy's, Barnes & Noble, Circuit City, Linens 'n Things, Old Navy, Pier One, DSW, Cost Plus World Market
48.		Florida Mall, The		FL		Orlando		Fee		50.0	% (4)	Built 1986		99.8	%	1,232,416		615,288		1,847,704		Saks Fifth Avenue, Nordstrom, Macy's, Dillard's, JCPenney, Sears, (8)
49.		Forest Mall		WI		Fond Du Lac		Fee		100.0	%	Built 1973		93.4	%	327,260		174,031		501,291		JCPenney, Kohl's, Younkers, Sears
50.		Forum Shops at Caesars, The		NV		Las Vegas		Ground Lease (2050)		100.0	%	Built 1992		99.4	%	—		635,939		635,939
51.		Galleria, The		TX		Houston		Fee and Ground Lease (2029) (7)		31.5	% (4)	Acquired 2002		93.9	%	1,164,982		1,185,561		2,350,543		Saks Fifth Avenue, Neiman Marcus, Nordstrom, Macy's (2 locations), Borders Books & Music, University Club
52.		Granite Run Mall		PA		Media (Philadelphia)		Fee		50.0	% (4)	Acquired 1998		90.9	%	500,809		535,456		1,036,265		JCPenney, Sears, Boscov's
53.		Great Lakes Mall		OH		Mentor (Cleveland)		Fee		100.0	%	Built 1961		90.0	%	879,300		378,525		1,257,825		Dillard's Men's, Dillard's Women's, Macy's, JCPenney, Sears
54.		Greendale Mall		MA		Worcester (Boston)		Fee and Ground Lease (2009) (7)		49.1	% (4)	Acquired 1999		92.6	%	132,634		298,732	(18)	431,366		Marshalls, T.J. Maxx 'N More, Best Buy, DSW
55.		Greenwood Park Mall		IN		Greenwood (Indianapolis)		Fee		100.0	%	Acquired 1979		99.0	%	754,928		408,820		1,163,748		Macy's, Von Maur, JCPenney, Sears, Dick's Sporting Goods, Barnes & Noble (6)
56.		Gulf View Square		FL		Port Richey (Tampa — St. Pete)		Fee		100.0	%	Built 1980		98.4	%	461,852		292,028		753,880		Macy's, Dillard's, JCPenney, Sears, Best Buy, Linens 'n Things
57.		Gwinnett Place		GA		Duluth (Atlanta)		Fee		50.0	% (4)	Acquired 1998		89.5	%	843,609		434,254		1,277,863		Macy's, Parisian (19), JCPenney, Sears, (17)
58.		Haywood Mall		SC		Greenville		Fee and Ground Lease (2017) (7)		100.0	%	Acquired 1998		98.3	%	902,400		328,159		1,230,559		Macy's, Dillard's, JCPenney, Sears, Belk
59.		Highland Mall (1)		TX		Austin		Fee and Ground Lease (2070)		50.0	% (4)	Acquired 1998		86.2	%	732,000		359,126		1,091,126		Dillard's Women's & Home, Dillard's Men's & Children's, Macy's
60.		Independence Center		MO		Independence (Kansas City)		Fee		100.0	%	Acquired 1994		98.6	%	499,284		526,154		1,025,438		Dillard's, Macy's, Sears
61.		Indian River Mall		FL		Vero Beach		Fee		50.0	% (4)	Built 1996		94.9	%	445,552		302,881		748,433		Dillard's, Macy's, JCPenney, Sears
62.		Ingram Park Mall		TX		San Antonio		Fee		100.0	%	Built 1979		93.9	%	750,888		375,484		1,126,372		Dillard's, Dillard's Home Store, Macy's, JCPenney, Sears, Bealls
63.		Irving Mall		TX		Irving (Dallas — Ft. Worth)		Fee		100.0	%	Built 1971		98.1	%	637,415		406,712		1,044,127		Macy's, Dillard's, Sears, Circuit City, Burlington Coat Factory, (8)
64.		Jefferson Valley Mall		NY		Yorktown Heights (New York)		Fee		100.0	%	Built 1983		96.3	%	310,095		278,290		588,385		Macy's, Sears

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Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
65.		King of Prussia Mall		PA		King of Prussia (Philadelphia)		Fee		12.4	% (4) (15)	Acquired 2003		96.4	%	1,545,812		1,065,157	(18)	2,610,969		Neiman Marcus, Bloomingdale's, Nordstrom, Lord & Taylor, Macy's (Plaza), Macy's (Court), JCPenney, Sears
66.		Knoxville Center		TN		Knoxville		Fee		100.0	%	Built 1984		94.0	%	597,028		384,086		981,114		Dillard's, JCPenney, Belk, Sears, The Rush Fitness Center
67.		La Plaza Mall		TX		McAllen		Fee and Ground Lease (2040) (7)		100.0	%	Built 1976		99.9	%	776,397		427,124		1,203,521		Macy's, Macy's Home Store, Dillard's, JCPenney, Sears, Bealls, Joe Brand
68.		Lafayette Square		IN		Indianapolis		Fee		100.0	%	Built 1968		81.4	%	937,223		269,504		1,206,727		Macy's, Sears, Burlington Coat Factory, Steve & Barry's University Sportswear, (8)
69.		Laguna Hills Mall		CA		Laguna Hills (Orange County)		Fee		100.0	%	Acquired 1997		88.6	%	536,500		329,260		865,760		Macy's, JCPenney, Sears
70.		Lake Square Mall		FL		Leesburg (Orlando)		Fee		50.0	% (4)	Acquired 1998		85.3	%	296,037		264,953		560,990		JCPenney, Sears, Belk, Target, Best Buy (6)
71.		Lakeline Mall		TX		Austin		Fee		100.0	%	Built 1995		97.3	%	745,179		355,783		1,100,962		Dillard's, Macy's, JCPenney, Sears
72.		Lehigh Valley Mall		PA		Whitehall (Allentown — Bethlehem)		Fee		37.6	% (4) (15)	Acquired 2003		98.7	%	564,353		482,855	(18)	1,047,208		Macy's, Boscov's, JCPenney, Linens 'n Things, Barnes & Noble (6)
73.		Lenox Square		GA		Atlanta		Fee		100.0	%	Acquired 1998		93.3	%	821,356		628,752		1,450,108		Neiman Marcus, Bloomingdale's, Macy's
74.		Liberty Tree Mall		MA		Danvers (Boston)		Fee		49.1	% (4)	Acquired 1999		97.7	%	498,000		359,251		857,251		Marshalls, The Sports Authority, Target, Bed, Bath & Beyond, Kohl's, Super Stop & Shop, Best Buy, Staples, AC Moore, Old Navy, Pier 1 Imports, K&G Fashion Superstore
75.		Lima Mall		OH		Lima		Fee		100.0	%	Built 1965		95.2	%	541,861		203,770		745,631		Macy's, JCPenney, Elder-Beerman, Sears
76.		Lincolnwood Town Center		IL		Lincolnwood (Chicago)		Fee		100.0	%	Built 1990		94.0	%	220,830		201,110		421,940		Kohl's, Carson Pirie Scott
77.		Lindale Mall (1)		IA		Cedar Rapids		Fee		50.0	% (4)	Acquired 1998		84.3	%	305,563		388,024		693,587		Von Maur, Sears, Younkers
78.		Livingston Mall		NJ		Livingston (New York)		Fee		100.0	%	Acquired 1998		96.3	%	616,128		363,871		979,999		Macy's, Lord & Taylor, Sears, Steve & Barry's
79.		Longview Mall		TX		Longview		Fee		100.0	%	Built 1978		87.1	%	402,843		209,472		612,315		Dillard's, JCPenney, Sears, Bealls, (17)
80.		Mall at Chestnut Hill		MA		Newton (Boston)		Lease (2039) (9)		47.2	% (4)	Acquired 2002		97.0	%	297,253		180,109		477,362		Bloomingdale's, Bloomingdale's Home Furnishing and Men's Store
81.		Mall at Rockingham Park, The		NH		Salem (Boston)		Fee		24.6	% (4)	Acquired 1999		97.5	%	638,111		381,676		1,019,787		Macy's, JCPenney, Sears, (8)
82.		Mall at The Source, The		NY		Westbury (New York)		Fee		25.5	% (4) (2)	Built 1997		96.0	%	210,798		515,250		726,048		Fortunoff, Off 5th-Saks Fifth Avenue, Nordstrom Rack, Circuit City, David's Bridal, Steve & Barry's, Golf Galaxy
83.		Mall of Georgia		GA		Buford (Atlanta)		Fee		100.0	%	Built 1999		91.8	%	1,069,590		716,341		1,785,931		Nordstrom, Dillard's, Macy's, JCPenney, Belk, Dick's Sporting Goods, Barnes & Noble, Haverty's Furniture, Bed Bath & Beyond
84.		Mall of New Hampshire		NH		Manchester (Boston)		Fee		49.1	% (4)	Acquired 1999		97.9	%	444,889		362,807		807,696		Macy's, JCPenney, Sears, Best Buy, Old Navy, A.C. Moore
85.		Maplewood Mall		MN		Minneapolis		Fee		100.0	%	Acquired 2002		92.0	%	588,822		341,972		930,794		Macy's, JCPenney, Sears, Kohl's, Barnes & Noble
86.		Markland Mall		IN		Kokomo		Ground Lease (2041)		100.0	%	Built 1968		94.8	%	273,094		141,692		414,786		Sears, Target, (8)

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Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
87.		McCain Mall		AR		N. Little Rock		Fee and Ground Lease (2032) (10)		100.0	%	Built 1973		93.5	%	554,156		221,474		775,630		Dillard's, JCPenney, Sears, M.M. Cohn
88.		Melbourne Square		FL		Melbourne		Fee		100.0	%	Built 1982		90.5	%	416,167		294,373		710,540		Macy's, Dillard's Men's, Children's & Home, Dillard's Women's, JCPenney, Dick's Sporting Goods, Circuit City
89.		Menlo Park Mall		NJ		Edison (New York)		Fee		100.0	%	Acquired 1997		95.4	%	527,591		756,358	(18)	1,283,949		Nordstrom, Macy's, Barnes & Noble, Steve & Barry's
90.		Mesa Mall (1)		CO		Grand Junction		Fee		50.0	% (4)	Acquired 1998		89.2	%	441,208		443,015		884,223		Sears, Herberger's, JCPenney, Target, Mervyn's
91.		Miami International Mall		FL		South Miami		Fee		47.8	% (4)	Built 1982		97.5	%	778,784		294,825		1,073,609		Macy's Mens & Home, Macy's Women & Children, Dillard's, JCPenney, Sears
92.		Midland Park Mall		TX		Midland		Fee		100.0	%	Built 1980		92.3	%	339,113		279,430		618,543		Dillard's, Dillard's Mens & Juniors, JCPenney, Sears, Bealls, Ross Dress for Less
93.		Miller Hill Mall		MN		Duluth		Ground Lease (2008)		100.0	%	Built 1973		97.4	%	429,508		379,884		809,392		JCPenney, Sears, Younkers, Barnes & Noble, Old Navy, DSW
94.		Montgomery Mall		PA		Montgomeryville (Philadelphia)		Fee		53.5	% (15)	Acquired 2003		90.9	%	684,855		434,306		1,119,161		Macy's, JCPenney, Sears, Boscov's
95.		Muncie Mall		IN		Muncie		Fee		100.0	%	Built 1970		90.5	%	435,756		204,894		640,650		Macy's, JCPenney, Sears, Elder Beerman
96.		Nanuet Mall		NY		Nanuet (New York)		Fee		100.0	%	Acquired 1998		74.7	%	583,711		331,764		915,475		Macy's, Boscov's, Sears
97.		North East Mall		TX		Hurst (Dallas — Ft. Worth)		Fee		100.0	%	Built 1971		95.2	%	1,194,589		452,659		1,647,248		Nordstrom, Dillard's, Macy's, JCPenney, Sears, Dick's Sporting Goods (6)
98.		Northfield Square Mall		IL		Bourbonnais (Chicago)		Fee		31.6	% (12)	Built 1990		79.0	%	310,994		246,672		557,666		Carson Pirie Scott Women's, Carson Pirie Scott Men's, Children's & Home, JCPenney, Sears
99.		Northgate Mall		WA		Seattle		Fee		100.0	%	Acquired 1987		98.2	%	688,391		291,003		979,394		Nordstrom, Macy's, JCPenney, Toys 'R Us, Barnes & Noble (6), Bed Bath & Beyond (6), DSW (6)
100.		Northlake Mall		GA		Atlanta		Fee		100.0	%	Acquired 1998		96.4	%	665,745		296,626		962,371		Macy's, Parisian (19), JCPenney, Sears
101.		NorthPark Mall		IA		Davenport		Fee		50.0	% (4)	Acquired 1998		84.7	%	650,456		423,484		1,073,940		Dillard's, Von Maur, Younkers, JCPenney, Sears
102.		Northshore Mall		MA		Peabody (Boston)		Fee		49.1	% (4)	Acquired 1999		91.3	%	677,433		688,876		1,366,309		Macy's, JCPenney, Sears, Filene's Basement, Nordstrom (20), Macy's Home (6)
103.		Northwoods Mall		IL		Peoria		Fee		100.0	%	Acquired 1983		93.8	%	472,969		221,068		694,037		Macy's, JCPenney, Sears
104.		Oak Court Mall		TN		Memphis		Fee		100.0	%	Acquired 1997		91.3	%	532,817		314,264	(18)	847,081		Dillard's, Dillard's Mens, Macy's
105.		Ocean County Mall		NJ		Toms River (New York)		Fee		100.0	%	Acquired 1998		93.9	%	616,443		274,856		891,299		Macy's, Boscov's, JCPenney, Sears
106.		Orange Park Mall		FL		Orange Park (Jacksonville)		Fee		100.0	%	Acquired 1994		94.8	%	528,551		381,658		910,209		Dillard's, JCPenney, Sears, Belk, Dick's Sporting Goods (6)
107.		Orland Square		IL		Orland Park (Chicago)		Fee		100.0	%	Acquired 1997		98.2	%	773,295		437,045		1,210,340		Macy's, Carson Pirie Scott, JCPenney, Sears
108.		Oxford Valley Mall		PA		Langhorne (Philadelphia)		Fee		63.2	% (15)	Acquired 2003		94.0	%	762,558		558,957	(18)	1,321,515		Macy's, JCPenney, Sears, Boscov's
109.		Paddock Mall		FL		Ocala		Fee		100.0	%	Built 1980		93.7	%	387,378		167,723		555,101		Macy's, JCPenney, Sears, Belk
110.		Palm Beach Mall		FL		West Palm Beach		Fee		100.0	%	Built 1967		92.2	%	749,288		335,086		1,084,374		Dillard's, Macy's, JCPenney, Sears, Borders Books & Music, DSW
111.		Penn Square Mall		OK		Oklahoma City		Ground Lease (2060)		94.5	%	Acquired 2002		99.4	%	588,137		462,542		1,050,679		Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney
112.		Pheasant Lane Mall		NH		Nashua (Boston)		(14)		(14)		Acquired 2002		96.7	%	675,759		313,615		989,374		Macy's, JCPenney, Sears, Target

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Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
113.		Phipps Plaza		GA		Atlanta		Fee		100.0	%	Acquired 1998		98.9	%	472,385		347,202		819,587		Saks Fifth Avenue, Nordstrom, Parisian (19)
114.		Plaza Carolina		PR		Carolina (San Juan)		Fee		100.0	%	Acquired 2004		97.1	%	504,796		609,476	(18)	1,114,272		JCPenney, Sears
115.		Port Charlotte Town Center		FL		Port Charlotte (Punta Gorda)		Fee		80.0	% (12)	Built 1989		87.6	%	458,251		323,692		781,943		Dillard's, Macy's, JCPenney, Bealls, Sears, DSW
116.		Prien Lake Mall		LA		Lake Charles		Fee and Ground Lease (2025) (7)		100.0	%	Built 1972		90.2	%	644,124		177,626		821,750		Dillard's, Macy's, JCPenney, Sears
117.		Quaker Bridge Mall		NJ		Lawrenceville		Fee		38.0	% (4) (15)	Acquired 2003		97.5	%	686,760		412,636		1,099,396		Macy's, Lord & Taylor, JCPenney, Sears, Old Navy
118.		Raleigh Springs Mall		TN		Memphis		Fee and Ground Lease (2018) (7)		100.0	%	Built 1971		66.0	%	691,230		226,100		917,330		Sears, (8), (17)
119.		Richardson Square Mall		TX		Richardson (Dallas — Ft. Worth)		Fee		100.0	%	Built 1977		28.6	%	460,055		284,240		744,295		Dillard's, Sears, Super Target, Ross Dress for Less
120.		Richmond Town Square		OH		Richmond Heights (Cleveland)		Fee		100.0	%	Built 1966		98.9	%	685,251		331,663		1,016,914		Macy's, JCPenney, Sears, Barnes & Noble, Steve & Barry's
121.		River Oaks Center		IL		Calumet City (Chicago)		Fee		100.0	%	Acquired 1997		88.5	%	834,588		533,914	(18)	1,368,502		Macy's, Carson Pirie Scott, JCPenney, Sears
122.		Rockaway Townsquare		NJ		Rockaway (New York)		Fee		100.0	%	Acquired 1998		97.5	%	786,626		462,038		1,248,664		Macy's, Lord & Taylor, JCPenney, Sears
123.		Rolling Oaks Mall		TX		San Antonio		Fee		100.0	%	Built 1988		83.5	%	596,308		288,109		884,417		Dillard's, Macy's, JC Penney, Sears
124.		Roosevelt Field		NY		Garden City (New York)		Fee and Ground Lease (2090) (7)		100.0	%	Acquired 1998		94.9	%	1,430,425		778,656	(18)	2,209,081		Bloomingdale's, Bloomingdale's Furniture Gallery, Nordstrom, Macy's, JCPenney, Dick's Sporting Goods
125.		Ross Park Mall		PA		Pittsburgh		Fee		100.0	%	Built 1986		98.5	%	622,215		406,902		1,029,117		Macy's, JCPenney, Sears, Nordstrom (20)
126.		Rushmore Mall (1)		SD		Rapid City		Fee		50.0	% (4)	Acquired 1998		88.6	%	470,660		362,653		833,313		JCPenney, Herberger's, Sears, Hobby Lobby, Target
127.		Santa Rosa Plaza		CA		Santa Rosa		Fee		100.0	%	Acquired 1998		96.9	%	428,258		270,565		698,823		Macy's, Mervyn's, Sears
128.		Seminole Towne Center		FL		Sanford (Orlando)		Fee		45.0	% (4) (2)	Built 1995		94.1	%	768,798		367,781		1,136,579		Macy's, Dillard's, Belk, JCPenney, Sears
129.		Shops at Mission Viejo, The		CA		Mission Viejo (Orange County)		Fee		100.0	%	Built 1979		100.0	%	677,215		472,585		1,149,800		Saks Fifth Avenue, Nordstrom, Macy's (2 locations)
130.		Shops at Sunset Place, The		FL		Miami		Fee		37.5	% (4) (2)	Built 1999		96.0	%	—		510,056		510,056		NikeTown, Barnes & Noble, GameWorks, Virgin Megastore, Z Gallerie, LA Fitness
131.		Smith Haven Mall		NY		Lake Grove (New York)		Fee		25.0	% (4)	Acquired 1995		95.9	%	666,283		416,035		1,082,318		Macy's, Macy's Furniture, JCPenney, Sears, Dick's Sporting Goods (6), Barnes & Noble (6)
132.		Solomon Pond Mall		MA		Marlborough (Boston)		Fee		49.1	% (4)	Acquired 1999		93.0	%	538,843		371,326		910,169		Macy's, JCPenney, Sears, Linens 'n Things
133.		South Hills Village		PA		Pittsburgh		Fee		100.0	%	Acquired 1997		97.6	%	655,987		485,604		1,141,591		Macy's, Sears, Boscov's, Barnes & Noble
134.		South Shore Plaza		MA		Braintree (Boston)		Fee		100.0	%	Acquired 1998		96.3	%	547,287		613,809		1,161,096		Macy's, Lord & Taylor, Sears, Nordstrom (20)
135.		Southern Hills Mall (1)		IA		Sioux City		Fee		50.0	% (4)	Acquired 1998		87.2	%	372,937		431,916		804,853		Younkers, JCPenney, Sears, Sheel's Sporting Goods, Barnes & Noble
136.		Southern Park Mall		OH		Boardman (Youngstown)		Fee		100.0	%	Built 1970		94.9	%	811,858		383,660		1,195,518		Macy's, Dillard's, JCPenney, Sears
137.		SouthPark Mall		IL		Moline (Davenport — Moline)		Fee		50.0	% (4)	Acquired 1998		87.7	%	578,056		447,804		1,025,860		Dillard's, Von Maur, Younkers, JCPenney, Sears, Old Navy
138.		SouthPark		NC		Charlotte		Fee & Ground Lease (2040) (11)		100.0	%	Acquired 2002		99.8	%	1,044,742		530,839		1,575,581		Neiman Marcus, Nordstrom, Macy's, Dillard's, Belk, Dick's Sporting Goods, Crate & Barrel

22

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
139.		SouthRidge Mall (1)		IA		Des Moines		Fee		50.0	% (4)	Acquired 1998		76.6	%	388,752		523,443		912,195		JCPenney, Younkers, Sears, Target, (8)
140.		Springfield Mall (1)		PA		Springfield (Philadelphia)		Fee		38.0	% (4) (15)	Acquired 2005		87.5	%	367,176		221,489		588,665		Macy's, (8)
141.		Square One Mall		MA		Saugus (Boston)		Fee		49.1	% (4)	Acquired 1999		94.4	%	608,601		324,669		933,270		Macy's, Sears, Best Buy, T.J. Maxx N More, Best Buy, Old Navy, Dick's Sporting Goods (6)
142.		St. Charles Towne Center		MD		Waldorf (Washington, D.C.)		Fee		100.0	%	Built 1990		96.7	%	631,602		350,574		982,176		Macy's, Macy's Home Store, JCPenney, Sears, Kohl's, Dick Sporting Goods
143.		St. Johns Town Center		FL		Jacksonville		Fee		50.0	% (4)	Built 2005		100.0	%	653,291		379,212		1,032,503		Dillard's, Target, Ashley Furniture Home Store, Barnes & Noble, Dick's Clothing & Sporting Goods, Ross Dress for Less, Staples, DSW, JoAnn Fabrics, PetsMart, Old Navy
144.		Stanford Shopping Center		CA		Palo Alto (San Francisco)		Ground Lease (2054)		100.0	%	Acquried 2003		97.7	%	849,153		528,750	(18)	1,377,903		Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Macy's Mens Store
145.		Summit Mall		OH		Akron		Fee		100.0	%	Built 1965		93.0	%	432,936		330,976		763,912		Dillard's Women's & Children's, Dillard's Men's & Home, Macy's
146.		Sunland Park Mall		TX		El Paso		Fee		100.0	%	Built 1988		94.4	%	575,837		342,234		918,071		Macy's, Dillard's Women's & Children's, Dillard's Men's & Home, Mervyn's, Sears
147.		Tacoma Mall		WA		Tacoma		Fee		100.0	%	Acquired 1987		98.9	%	924,045		407,010		1,331,055		Nordstrom, Macy's, JCPenney, Sears, Mervyn's
148.		Tippecanoe Mall		IN		Lafayette		Fee		100.0	%	Built 1973		89.8	%	537,790		322,694		860,484		Macy's, JCPenney, Sears, Kohl's, Dick's Sporting Goods, H.H. Gregg
149.		Town Center at Aurora		CO		Aurora (Denver)		Fee		100.0	%	Acquired 1998		85.2	%	676,637		401,903		1,078,540		Macy's, Dillard's, JCPenney, Sears
150.		Town Center at Boca Raton		FL		Boca Raton (W. Palm Beach)		Fee		100.0	%	Acquired 1998		99.3	%	1,085,312		493,628		1,578,940		Saks Fifth Avenue, Neiman Marcus, Bloomingdale's, Nordstrom, Macy's, Sears, Crate & Barrel (6)
151.		Town Center at Cobb		GA		Kennesaw (Atlanta)		Fee		50.0	% (4)	Acquired 1998		96.1	%	866,381		406,050		1,272,431		Macy's, Macy's Home & Furniture, Parisian (19), JCPenney, Sears
152.		Towne East Square		KS		Wichita		Fee		100.0	%	Built 1975		88.0	%	779,490		358,838		1,138,328		Dillard's, Von Maur, JCPenney, Sears
153.		Towne West Square		KS		Wichita		Fee		100.0	%	Built 1980		83.1	%	619,269		332,287		951,556		Dillard's Women's & Home, Dillard's Men's & Children, JCPenney, Sears, Dick's Sporting Goods
154.		Treasure Coast Square		FL		Jensen Beach (Ft. Pierce)		Fee		100.0	%	Built 1987		92.8	%	511,372		350,369		861,741		Macy's, Dillard's, JCPenney, Sears, Borders Books & Music
155.		Tyrone Square		FL		St. Petersburg (Tampa — St. Pete)		Fee		100.0	%	Built 1972		96.2	%	748,269		372,971		1,121,240		Macy's, Dillard's, JCPenney, Sears, Borders Books & Music
156.		University Mall		AR		Little Rock		Ground Lease (2026)		100.0	%	Built 1967		62.0	%	364,992		153,534		518,526		JCPenney, M.M. Cohn, (8)
157.		University Mall		FL		Pensacola		Fee		100.0	%	Acquired 1994		85.0	%	478,449		230,952		709,401		JCPenney, Sears, Belk
158.		University Park Mall		IN		Mishawaka (South Bend)		Fee		60.0	%	Built 1979		95.3	%	499,876		319,620		819,496		Macy's, JCPenney, Sears
159.		Upper Valley Mall		OH		Springfield (Dayton — Springfield)		Fee		100.0	%	Built 1971		77.7	%	479,418		262,978		742,396		Macy's, JCPenney, Sears, Elder-Beerman
160.		Valle Vista Mall		TX		Harlingen		Fee		100.0	%	Built 1983		82.5	%	389,781		265,886		655,667		Dillard's, JCPenney, Mervyn's, Sears, Marshalls, Steve & Barry's
161.		Valley Mall		VA		Harrisonburg		Fee		50.0	% (4)	Acquired 1998		94.6	%	315,078		190,648		505,726		JCPenney, Belk, Target, Old Navy, (8)

23

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
162.		Virginia Center Commons		VA		Glen Allen (Richmond)		Fee		100.0	%	Built 1991		96.6	%	506,639		280,817		787,456		Macy's, Dillard's Women's, Dillard's Men's, Children's & Home, JCPenney, Sears
163.		Walt Whitman Mall		NY		Huntington Station (New York)		Ground Lease (2012)		100.0	%	Acquired 1998		90.6	%	742,214		294,140		1,036,354		Saks Fifth Avenue, Bloomingdale's, Lord & Taylor, Macy's
164.		Washington Square		IN		Indianapolis		Fee		100.0	%	Built 1974		79.2	%	616,109		348,781		964,890		Macy's, Sears, Target, Dick's Sporting Goods, Burlington Coat Factory, Steve & Barry's
165.		West Ridge Mall		KS		Topeka		Fee		100.0	%	Built 1988		86.4	%	716,811		281,646		998,457		Macy's, Dillard's, JCPenney, Sears, Burlington Coat Factory (6)
166.		West Town Mall		TN		Knoxville		Ground Lease (2042)		50.0	% (4)	Acquired 1991		97.3	%	878,311		451,465		1,329,776		Parisian (19), Dillard's, JCPenney, Belk, Sears
167.		Westchester, The		NY		White Plains (New York)		Fee		40.0	% (4)	Acquired 1997		97.0	%	349,393		478,254	(18)	827,647		Neiman Marcus, Nordstrom
168.		Westminster Mall		CA		Westminster (Orange County)		Fee		100.0	%	Acquired 1998		94.1	%	716,939		496,376		1,213,315		Macy's, JCPenney, Sears, Target (6)
169.		White Oaks Mall		IL		Springfield		Fee		77.5	%	Built 1977		94.0	%	556,831		379,688		936,519		Macy's, Bergner's, Sears, Linens'n Things, Cost Plus World Market, Dick's Sporting Goods
170.		Wolfchase Galleria		TN		Memphis		Fee		94.5	%	Acquired 2002		99.3	%	761,648		505,461		1,267,109		Macy's, Dillard's, JCPenney, Sears
171.		Woodland Hills Mall		OK		Tulsa		Fee		94.5	%	Acquired 2002		98.8	%	706,159		382,115		1,088,274		Macy's, Dillard's, JCPenney, Sears
		Total Regional Mall GLA														100,739,129		65,637,622		166,376,751
		PREMIUM OUTLET CENTERS
1.		Albertville Premium Outlets		MN		Albertville (Minneapolis/St. Paul)		Fee		100.0	%	Acquired 2004		98.1	%	—		429,534		429,534		Banana Republic, Calvin Klein, Kenneth Cole, Liz Claiborne, Gap Outlet, Old Navy, Polo Ralph Lauren, Tommy Hilfiger, Coach, Nike
2.		Allen Premium Outlets		TX		Allen (Dallas)		Fee		100.0	%	Acquired 2004		98.9	%	—		412,792		412,792		Brooks Brothers, Cole-Haan, Kenneth Cole, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike
3.		Aurora Farms Premium Outlets		OH		Aurora (Cleveland)		Fee		100.0	%	Acquired 2004		95.4	%	—		300,181		300,181		Ann Taylor, Brooks Brothers, Calvin Klein, Gap Outlet, Liz Claiborne, Nautica, Off 5th-Saks Fifth Avenue Outlet, Polo Ralph Lauren, Tommy Hilfiger, Coach
4.		Camarillo Premium Outlets		CA		Camarillo (Los Angeles)		Fee		100.0	%	Acquired 2004		100.0	%	—		454,089		454,089		Ann Taylor, Banana Republic, Barneys New York, Coach, Hugo Boss, Polo Ralph Lauren, St. John, Diesel, Kenneth Cole, Nike, Sony
5.		Carlsbad Premium Outlets		CA		Carlsbad		Fee		100.0	%	Acquired 2004		100.0	%	—		287,936		287,936		Adidas, Banana Republic, Barneys New York, BCBG Max Azria, Calvin Klein, Coach, Gap Outlet, Guess, Kenneth Cole, Polo Ralph Lauren
6.		Carolina Premium Outlets		NC		Smithfield (Raleigh — Durham — Chapel Hill)		Ground Lease (2029)		100.0	%	Acquired 2004		100.0	%	—		439,445		439,445		Banana Republic, Brooks Brothers, Gap Outlet, Liz Claiborne, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger, Coach
7.		Chicago Premium Outlets		IL		Aurora (Chicago)		Fee		100.0	%	Built 2004		100.0	%	—		437,800		437,800		Ann Taylor, Banana Republic, Calvin Klein, Coach, Diesel, Dooney & Bourke, Elie Tahari, Gap Outlet, Giorgio Armani, Max Mara, Polo Ralph Lauren, Salvatore Ferragamo

24

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
8.		Clinton Crossing Premium Outlets		CT		Clinton (Hartford)		Fee		100.0	%	Acquired 2004		100.0	%	—		276,163		276,163		Barneys New York, Calvin Klein, Coach, Dooney & Bourke, Gap Outlet, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren
9.		Columbia Gorge Premium Outlets		OR		Troutdale (Portland — Vancouver)		Fee		100.0	%	Acquired 2004		99.2	%	—		163,815		163,815		Adidas, Carter's, Gap Outlet, Samsonite, Van Heusen, Liz Claiborne
10.		Desert Hills Premium Outlets		CA		Cabazon (Palm Springs — Los Angeles)		Fee		100.0	%	Acquired 2004		100.0	%	—		498,837		498,837		Burberry, Coach, Giorgio Armani, Gucci, MaxMara, Polo Ralph Lauren, Salvatore Ferragamo, Versace, Yves Saint Laurent Rive Gauche, Zegna
11.		Edinburgh Premium Outlets		IN		Edinburgh (Indianapolis)		Fee		100.0	%	Acquired 2004		100.0	%	—		377,717		377,717		Banana Republic, Coach, Gap Outlet, Nautica, Nike, Polo Ralph Lauren, Tommy Hilfiger, Calvin Klein, J. Crew
12.		Folsom Premium Outlets		CA		Folsom (Sacramento)		Fee		100.0	%	Acquired 2004		100.0	%	—		299,351		299,351		Brooks Brothers, Gap Outlet, Guess, Kenneth Cole, Liz Claiborne, Nautica, Nike, Nine West, Off 5th-Saks Fifth Avenue
13.		Gilroy Premium Outlets		CA		Gilroy (San Jose)		Fee		100.0	%	Acquired 2004		100.0	%	—		577,305		577,305		Banana Republic, Brooks Brothers, Calvin Klein, Coach, J. Crew, Hugo Boss, Nike, Polo Ralph Lauren, Timberland, Tommy Hilfiger
14.		Jackson Premium Outlets		NJ		Jackson		Fee		100.0	%	Acquired 2004		100.0	%	—		285,775		285,775		Calvin Klein, Gap Outlet, Nike, Polo Ralph Lauren, Banana Republic, J. Crew, Liz Claiborne
15.		Johnson Creek Premium Outlets		WI		Johnson Creek		Fee		100.0	%	Acquired 2004		96.7	%	—		277,585		277,585		Calvin Klein, Gap Outlet, Lands' End, Nike, Old Navy Outlet, Polo Ralph Lauren, Tommy Hilfiger, Adidas, Banana Republic
16.		Kittery Premium Outlets		ME		Kittery (Boston)		Ground Lease (2009)		100.0	%	Acquired 2004		91.5	%	—		150,491		150,491		Ann Klein, Banana Republic, Gap Outlet, Coach, J. Crew, Polo Ralph Lauren, Reebok
17.		Las Vegas Premium Outlets		NV		Las Vegas		Fee		100.0	%	Built 2003		100.0	%	—		434,978		434,978		Ann Taylor, A/X Armani Exchange, Banana Republic, Calvin Klein, Coach, Dolce & Gabbana, Elie Tahari, Polo Ralph Lauren
18.		Las Vegas Outlet Center		NV		Las Vegas		Fee		100.0	%	Acquired 2004		100.0	%	—		477,002		477,002		Liz Claiborne, Nike, Reebok, Tommy Hilfiger, VF Outlet, Adidas, Calvin Klein
19.		Leesburg Corner Premium Outlets		VA		Leesburg (Washington DC)		Fee		100.0	%	Acquired 2004		100.0	%	—		463,288		463,288		Barneys New York, Kenneth Cole, Liz Claiborne, Nike, Polo Ralph Lauren, Williams-Sonoma, Ann Taylor, Banana Republic, Coach, Restoration Hardware
20.		Liberty Village Premium Outlets		NJ		Flemington (New York — Philadelphia)		Fee		100.0	%	Acquired 2004		97.8	%	—		173,067		173,067		Calvin Klein, Ellen Tracy, Jones New York, L.L. Bean, Polo Ralph Lauren, Tommy Hilfiger, Timberland, Waterford Wedgwood
21.		Lighthouse Place Premium Outlets		IN		Michigan City (Chicago)		Fee		100.0	%	Acquired 2004		100.0	%	—		456,466		456,466		Burberry, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Ann Taylor, Nike
22.		Napa Premium Outlets		CA		Napa (Napa Valley)		Fee		100.0	%	Acquired 2004		100.0	%	—		179,348		179,348		Banana Republic, Barneys New York, Calvin Klein, J. Crew, Kenneth Cole, Nautica, Tommy Hilfiger, TSE, Coach

25

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
23.		North Georgia Premium Outlets		GA		Dawsonville (Atlanta)		Fee		100.0	%	Acquired 2004		100.0	%	—		539,757		539,757		Calvin Klein, Coach, Hugo Boss, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger, Williams-Sonoma, J. Crew, Nike, Restoration Hardware
24.		Orlando Premium Outlets		FL		Orlando		Fee		100.0	%	Acquired 2004		100.0	%	—		435,695		435,695		Barneys New York, Burberry, Coach, Fendi, Giorgio Armani, Hugo Boss, MaxMara, Nike, Polo Ralph Lauren, Dior, LaCoste, Salvatore Ferragamo
25.		Osage Beach Premium Outlets		MO		Osage Beach		Fee		100.0	%	Acquired 2004		99.0	%	—		391,381		391,381		Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Liz Claiborne, Polo Ralph Lauren, Tommy Hilfiger
26.		Petaluma Village Premium Outlets		CA		Petaluma (San Francisco)		Fee		100.0	%	Acquired 2004		99.6	%	—		195,837		195,837		Brooks Brothers, Coach, Gap Outlet, Liz Claiborne, Off 5th-Saks Fifth Avenue, Puma
27.		Rio Grande Valley Premium Outlets		TX		Mercedes		Fee		100.0	%	Built 2006		95.2	%			403,207		403,207		Adidas, Ann Taylor, Banana Republic, BCBG Max Azria, Burberry, Calvin Klein, Coach, Gap Outlet, Guess, Nike, Sony
28.		Round Rock Premium Outlets		TX		Round Rock (Austin)		Fee		100.0	%	Built 2006		99.2	%			431,621		431,621		Adidas, Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Gap Outlet, Michael Kors, Nike, Polo Ralph Lauren, Theory
29.		Seattle Premium Outlets		WA		Seattle		Ground Lease (2035)		100.0	%	Built 2005		100.0	%	—		402,668		402,668		Banana Republic, Burberry, Calvin Klein, Nike, Polo Ralph Lauren, Liz Claiborne, Adidas, Adrienne Vittadini, Restoration Hardware
30.		St. Augustine Premium Outlets		FL		St. Augustine (Jacksonsville)		Fee		100.0	%	Acquired 2004		99.0	%	—		328,489		328,489		Banana Republic, Brooks Brothers, Calvin Klein, Coach, Gap Outlet, Movado, Nike, Polo Ralph Lauren, Reebok, Tommy Bahama
31.		The Crossings Premium Outlets		PA		Tannersville		Fee and Ground Lease (2009) (7)		100.0	%	Acquired 2004		100.0	%	—		411,774		411,774		Ann Taylor, Coach, Liz Claiborne, Polo Ralph Lauren, Reebok, Tommy Hilfiger, Banana Republic, Calvin Klein, Burberry
32.		Vacaville Premium Outlets		CA		Vacaville		Fee		100.0	%	Acquired 2004		100.0	%	—		444,252		444,252		Ann Taylor, Banana Republic, Burberry, Calvin Klein, Coach, Nike, Polo Ralph Lauren, Restoration Hardware
33.		Waikele Premium Outlets		HI		Waipahu (Honolulu)		Fee		100.0	%	Acquired 2004		100.0	%	—		209,846		209,846		A -- X Armani Exchange, Banana Republic, Barneys New York, Calvin Klein, Coach, Guess, Kenneth Cole, MaxMara, Polo Ralph Lauren
34.		Waterloo Premium Outlets		NY		Waterloo		Fee		100.0	%	Acquired 2004		98.3	%	—		417,577		417,577		Brooks Brothers, Calvin Klein, Coach, Gap Outlet, J. Crew, Liz Claiborne, Polo Ralph Lauren, Banana Republic
35.		Woodbury Common Premium Outlets		NY		Central Valley (New York City)		Fee		100.0	%	Acquired 2004		100.0	%	—		844,553		844,553		Banana Republic, Brooks Brothers, Chanel, Dior, Coach, Giorgio Armani, Gucci, Neiman Marcus Last Call, Polo Ralph Lauren, Frette
36.		Wrentham Village Premium Outlets		MA		Wrentham (Boston)		Fee		100.0	%	Acquired 2004		100.0	%	—		615,713		615,713		Barneys New York, Burberry, Coach, Hugo Boss, Kenneth Cole, Lacoste, Nike, Polo Ralph Lauren, Salvatore Ferragmo, Sony, Williams Sonoma
		Total Premium Outlet Center GLA														—		13,925,335		13,925,335

26

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		COMMUNITY/LIFESTYLE CENTERS
1.		Arboretum at Great Hills		TX		Austin		Fee		100.0	%	Acquired 1998		93.6	%	35,773		167,628		203,401		Barnes & Noble, Pottery Barn
2.		Bloomingdale Court		IL		Bloomingdale		Fee		100.0	%	Built 1987		98.3	%	467,513		162,846		630,359		Best Buy, T.J. Maxx N More, Office Max, Old Navy, Linens 'n Things, Wal-Mart, Circuit City, Dick's Sporting Goods, Jo-Ann Fabrics
3.		Boardman Plaza		OH		Youngstown		Fee		100.0	%	Built 1951		73.2	%	365,507		240,730		606,237		Hobby Lobby, Alltel, Linens 'n Things, Burlington Coat Factory, Giant Eagle, (8)
4.		Brightwood Plaza		IN		Indianapolis		Fee		100.0	%	Built 1965		100.0	%	—		38,493		38,493		Safeway
5.		Celina Plaza		TX		El Paso		Fee and Ground Lease (2012) (11)		100.0	%	Built 1978		100.0	%	—		8,695		8,695
6.		Charles Towne Square		SC		Charleston		Fee		100.0	%	Built 1976		100.0	%	71,794		—		71,794
7.		Chesapeake Center		VA		Chesapeake		Fee		100.0	%	Built 1989		70.4	%	213,651		92,284		305,935		K-Mart, Movies 10, Petsmart, Michaels, Value City Furniture (6)
8.		Clay Terrace		IN		Carmel (Indianapolis)		Fee		50.0	% (4) (18)	Built 2004		90.0	%	161,281		336,375		497,656		Dick's Sporting Goods, Wild Oats Natural Marketplace, DSW, Circuit City Superstore
9.		Cobblestone Court		NY		Victor		Fee and Ground Lease (2038) (7)		35.0	% (4) (13)	Built 1993		99.4	%	206,680		58,781		265,461		Dick's Sporting Goods, Kmart, Office Max
10.		Countryside Plaza		IL		Countryside		Fee		100.0	%	Built 1977		82.1	%	308,489		95,267		403,756		Best Buy, Home Depot, PetsMart, Jo-Ann Fabrics, Office Depot, Value City Furniture, (8)
11.		Crystal Court		IL		Crystal Lake		Fee		35.0	% (4) (13)	Built 1989		78.4	%	201,993		76,977		278,970		Wal-Mart, Garden Fresh (6)
12.		Dare Centre		NC		Kill Devil Hills		Ground Lease (2058)		100.0	%	Acquired 2004		98.7	%	127,172		41,391		168,563		Belk, Food Lion
13.		DeKalb Plaza		PA		King of Prussia		Fee		50.3	% (15)	Acquired 2003		81.9	%	81,368		20,374		101,742		Lane Home Furnishings, ACME Grocery
14.		Eastland Convenience Center		IN		Evansville		Ground Lease (2075)		50.0	% (4)	Acquired 1998		96.1	%	126,699		48,940		175,639		Marshalls, Toys 'R Us, Bed Bath & Beyond
15.		Eastland Plaza		OK		Tulsa		Fee		100.0	%	Built 1986		70.9	%	152,451		33,623		186,074		Marshalls, Target, Toys 'R Us
16.		Empire East (1)		SD		Sioux Falls		Fee		50.0	% (4)	Acquired 1998		98.1	%	248,181		49,097		297,278		Kohl's, Target, Bed Bath & Beyond
17.		Fairfax Court		VA		Fairfax		Fee		26.3	% (4) (13)	Built 1992		100.0	%	169,043		80,615		249,658		Burlington Coat Factory, Circuit City Superstore, Offenbacher's
18.		Forest Plaza		IL		Rockford		Fee		100.0	%	Built 1985		84.5	%	324,794		100,584		425,378		Kohl's, Marshalls, Michael's, Factory Card Outlet, Office Max, T.J. Maxx, Bed Bath & Beyond, Petco, Circuit City (6), Babies 'R Us (6)
19.		Gaitway Plaza		FL		Ocala		Fee		23.3	% (4) (13)	Built 1989		99.1	%	123,027		85,713		208,740		Books-A-Million, Office Depot, T.J. Maxx, Ross Dress for Less, Bed Bath & Beyond
20.		Gateway Shopping Centers		TX		Austin		Fee		95.0	%	2004		99.4	%	329,576		182,790		512,366		Star Furniture, Best Buy, Linens 'n Things, Recreational Equipment, Inc., Whole Foods, Crate & Barrel, CompUSA, The Container Store, Old Navy
21.		Great Lakes Plaza		OH		Mentor (Cleveland)		Fee		100.0	%	Built 1976		100.0	%	142,229		21,875		164,104		Circuit City, Michael's, Best Buy, Cost Plus World Market, Linens 'n Things
22.		Greenwood Plus		IN		Greenwood		Fee		100.0	%	Built 1979		100.0	%	134,141		21,178		155,319		Best Buy, Kohl's
23.		Griffith Park Plaza		IN		Griffith		Fee		100.0	%	Built 1979		73.4	%	175,595		88,455		264,050		K-Mart
24.		Henderson Square		PA		King of Prussia		Fee		76.0	% (15)	Acquired 2003		100.0	%	72,683		34,690		107,373		Staples, Genuardi's Family Market

27

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
25.		Highland Lakes Center		FL		Orlando		Fee		100.0	%	Built 1991		79.2	%	352,405		140,862		493,267		Marshalls, Bed Bath & Beyond, American Signature Furniture, Save-Rite Supermarkets, Ross Dress for Less, Office Max, Burlington Coat Factory, K&G Menswear, (8)
26.		Indian River Commons		FL		Vero Beach		Fee		50.0	% (4)	Built 1997		100.0	%	233,358		19,396		252,754		Lowe's, Best Buy, Ross Dress for Less, Bed Bath & Beyond, Michael's
27.		Ingram Plaza		TX		San Antonio		Fee		100.0	%	Built 1980		100.0	%	—		111,518		111,518		Bealls, Cost Plus World Market
28.		Keystone Shoppes		IN		Indianapolis		Ground Lease (2067)		100.0	%	Acquired 1997		100.0	%	—		29,140		29,140
29.		Knoxville Commons		TN		Knoxville		Fee		100.0	%	Built 1987		100.0	%	91,483		88,980		180,463		Office Max, Circuit City, Carolina Pottery
30.		Lake Plaza		IL		Waukegan		Fee		100.0	%	Built 1986		100.0	%	170,789		44,673		215,462		Pick and Save Mega Mart, Home Owners Bargain Outlet
31.		Lake View Plaza		IL		Orland Park (Chicago)		Fee		100.0	%	Built 1986		94.6	%	261,856		109,396		371,252		Factory Card Outlet, Linens 'n Things, Best Buy, Petco, Jo-Ann Fabrics, Golf Galaxy, Value City Furniture, Loehmann's
32.		Lakeline Plaza		TX		Austin		Fee		100.0	%	Built 1998		98.5	%	275,754		111,709		387,463		Linens 'n Things, T.J. Maxx, Old Navy, Best Buy, Ross Dress for Less, Office Max, PetsMart, Party City, Cost Plus World Market, Toys 'R Us
33.		Lima Center		OH		Lima		Fee		100.0	%	Built 1978		89.0	%	189,584		47,294		236,878		Kohl's, Hobby Lobby, T.J. Maxx
34.		Lincoln Crossing		IL		O'Fallon		Fee		100.0	%	Built 1990		100.0	%	229,820		13,446		243,266		Wal-Mart, PetsMart, The Home Depot
35.		Lincoln Plaza		PA		King of Prussia		Fee		63.2	% (15)	Acquired 2003		99.7	%	143,649		123,582		267,231		Burlington Coat Factory, Circuit City, Lane Home Furnishings, AC Moore, Michaels, T.J. Maxx, Home Goods (6)
36.		MacGregor Village		NC		Cary		Fee		100.0	%	Acquired 2004		83.7	%	—		143,563		143,563		Spa Health Club, Tuesday Morning
37.		Mall of Georgia Crossing		GA		Buford (Atlanta)		Fee		100.0	%	Built 1999		98.7	%	341,503		99,109		440,612		Best Buy, American Signature Furniture, T.J. Maxx, Nordstrom Rack, Staples, Target
38.		Markland Plaza		IN		Kokomo		Fee		100.0	%	Built 1974		100.0	%	49,051		41,476		90,527		Best Buy, Bed Bath & Beyond
39.		Martinsville Plaza		VA		Martinsville		Space Lease (2046)		100.0	%	Built 1967		97.1	%	60,000		42,105		102,105		Rose's
40.		Matteson Plaza		IL		Matteson		Fee		100.0	%	Built 1988		94.3	%	230,885		40,070		270,955		Michael's, Dominick's, Value City Department Store, (8)
41.		Muncie Plaza		IN		Muncie		Fee		100.0	%	Built 1998		98.6	%	271,626		27,195		298,821		Kohl's, Shoe Carnival, T.J. Maxx, (17)
42.		New Castle Plaza		IN		New Castle		Fee		100.0	%	Built 1966		100.0	%	24,912		66,736		91,648		Goody's, Jo-Ann Fabrics
43.		North Ridge Plaza		IL		Joliet		Fee		100.0	%	Built 1985		97.5	%	190,323		114,747		305,070		Hobby Lobby, Office Max, Fun In Motion, Minnesota Fabrics, Burlington Coat Factory (6)
44.		North Ridge Shopping Center		NC		Raleigh		Fee		100.0	%	Acquired 2004		97.1	%	43,247		122,906		166,153		Ace Hardware, Kerr Drugs, Harris-Teeter Grocery
45.		Northwood Plaza		IN		Fort Wayne		Fee		100.0	%	Built 1974		85.4	%	136,404		71,841		208,245		Target
46.		Park Plaza		KY		Hopkinsville		Fee		100.0	%	Built 1968		91.8	%	82,398		32,526		114,924		Big Lots, Peddler's Mall
47.		Plaza at Buckland Hills, The		CT		Manchester		Fee		35.0	% (4) (13)	Built 1993		95.6	%	252,179		82,348		334,527		Linens 'n Things, CompUSA, Jo-Ann Fabrics, Party City, The Maytag Store, Toys 'R Us, Michaels, PetsMart, (17)

28

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
48.		Regency Plaza		MO		St. Charles		Fee		100.0	%	Built 1988		95.5	%	210,627		76,846		287,473		Wal-Mart, Sam's Wholesale Club
49.		Ridgewood Court		MS		Jackson		Fee		35.0	% (4) (13)	Built 1993		96.9	%	185,939		54,732		240,671		T.J. Maxx, Lifeway Christian Bookstore, Bed Bath & Beyond, Best Buy, Michaels, Marshalls
50.		Rockaway Convenience Center		NJ		Rockaway (New York)		Fee		100.0	%	Acquired 1998		94.1	%	44,518		104,393		148,911		Best Buy, Acme, Cost Plus World Market, Office Depot
51.		Rockaway Town Plaza		NJ		Rockaway (New York)		Fee		100.0	%	Acquired 1998		100.0	%	407,501		51,316		458,817		Target, Pier 1 Imports, PetsMart, Dick's Sporting Goods
52.		Royal Eagle Plaza		FL		Coral Springs (Miami — Ft. Lauderale)		Fee		35.0	% (4) (13)	Built 1989		98.4	%	124,479		77,624		202,103		K Mart, Stein Mart
53.		Shops at Arbor Walk, The		TX		Austin		Ground Lease (2055)		100.0	%	Built 2006		89.1	%	126,610		223,298		349,908		Home Depot, Marshall's, DSW, Golf Galaxy, Jo-Ann Fabrics (6)
54.		Shops at North East Mall, The		TX		Hurst		Fee		100.0	%	Built 1999		98.2	%	265,595		99,148		364,743		Michael's, PetsMart, Old Navy, Pier 1 Imports, T.J. Maxx, Bed Bath & Beyond, Nordstrom Rack, Best Buy
55.		St. Charles Towne Plaza		MD		Waldorf (Washington, D.C.)		Fee		100.0	%	Built 1987		79.1	%	286,081		108,690		394,771		T.J. Maxx, Jo-Ann Fabrics, K & G Menswear, CVS, Shoppers Food Warehouse, Dollar Tree, Value City Furniture, Gallo, (8)
56.		Teal Plaza		IN		Lafayette		Fee		100.0	%	Built 1962		100.0	%	98,337		2,750		101,087		Hobby Lobby, Circuit City, Pep Boys
57.		Terrace at the Florida Mall		FL		Orlando		Fee		100.0	%	Built 1989		97.9	%	289,252		42,731		331,983		Marshalls, American Signature Furniture, Global Import, Target, Bed Bath & Beyond, (8)
58.		Tippecanoe Plaza		IN		Lafayette		Fee		100.0	%	Built 1974		100.0	%	85,811		4,711		90,522		Best Buy, Barnes & Noble
59.		University Center		IN		Mishawaka		Fee		60.0	%	Built 1980		87.5	%	104,347		46,177		150,524		Michael's, Best Buy, Linens 'n Things
60.		Village Park Plaza		IN		Carmel (Indianapolis)		Fee		35.0	% (4) (13)	Built 1990		98.8	%	414,593		134,923		549,516		Bed Bath & Beyond, Ashley Furniture HomeStore, Kohl's, Wal-Mart, Marsh, Menards
61.		Washington Plaza		IN		Indianapolis		Fee		100.0	%	Built 1976		100.0	%	21,500		28,607		50,107
62.		Waterford Lakes Town Center		FL		Orlando		Fee		100.0	%	Built 1999		100.0	%	622,244		329,446		951,690		Ross Dress for Less, T.J. Maxx, Bed Bath & Beyond, Old Navy, Barnes & Noble, Best Buy, Jo-Ann Fabrics, Office Max, PetsMart, Target, Ashley Furniture HomeStore, L.A. Fitness
63.		West Ridge Plaza		KS		Topeka		Fee		100.0	%	Built 1988		89.5	%	182,161		59,226		241,387		Famous Footwear, T.J. Maxx, Toys 'R Us, Target
64.		West Town Corners		FL		Altamonte Springs		Fee		23.3	% (4) (13)	Built 1989		99.2	%	263,782		121,477	(18)	385,259		Sports Authority, PetsMart, Winn-Dixie Marketplace, American Signature Furniture, Wal-Mart
65.		Westland Park Plaza		FL		Orange Park		Fee		23.3	% (4) (13)	Built 1989		99.1	%	123,548		39,606		163,154		Sports Authority, PetsMart, Burlington Coat Factory
66.		White Oaks Plaza		IL		Springfield		Fee		100.0	%	Built 1986		98.9	%	275,703		115,723		391,426		T.J. Maxx, Office Max, Kohl's Babies 'R Us, Kids 'R Us, Cub Foods
67.		Whitehall Mall		PA		Whitehall		Fee		38.0	% (15) (4)	Acquired 2003		91.2	%	444,916		143,168		588,084		Sears, Kohl's, Bed Bath & Beyond, Borders Books & Music, Gold's Gym

29

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
68.		Willow Knolls Court		IL		Peoria		Fee		35.0	% (4) (13)	Built 1990		98.4	%	309,440		72,937		382,377		Willow Knolls 14, Burlington Coat Factory, Kohl's, Sam's Wholesale Club
69.		Wolf Ranch		TX		Georgetown (Austin)		Fee		100.0	%	Built 2005		77.4	%	395,071		218,908		613,979		Kohl's, Target, Linens 'n Things, Michaels, Best Buy, Office Depot, Old Navy, Pier 1 Imports, PetsMart, T.J. Maxx, DSW
		Total Community/Lifestyle Center GLA														13,152,921		5,968,456		19,121,377
		OTHER PROPERTIES
1.		Crossville Outlet Center		TN		Crossville		Fee		100.0	%	Acquired 2004		100.0	%	—		151,256		151,256		Bass, Dress Barn, Liz Claiborne, Van Heusen, VF Outlet
2.		Factory Merchants Branson		MO		Branson		Fee		100.0	%	Acquired 2004		83.3	%	—		269,307		269,307		Carter's, Izod, Nautica, Pfaltzgraff, Reebok, Pendelton, Tuesday Morning
3.		Factory Stores of America-Boaz		AL		Boaz		Ground Lease (2007)		100.0	%	Acquired 2004		72.8	%	—		111,909		111,909		Banister/Easy Spirit, Bon Worth, VF Outlet
4.		Factory Stores of America-Georgetown		KY		Georgetown		Fee		100.0	%	Acquired 2004		96.5	%	—		176,615		176,615		Bass, Dress Barn, Van Heusen
5.		Factory Stores of America-Graceville		FL		Graceville		Fee		100.0	%	Acquired 2004		98.0	%	—		83,962		83,962		Factory Brand Shoes, VF Outlet, Van Heusen
6.		Factory Stores of America-Lebanon		MO		Lebanon		Fee		100.0	%	Acquired 2004		100.0	%	—		86,249		86,249		Dress Barn, VF Outlet, Van Heusen
7.		Factory Stores of America-Nebraska City		NE		Nebraska City		Fee		100.0	%	Acquired 2004		100.0	%	—		89,646		89,646		Bass, Dress Barn, VF Outlet
8.		Factory Stores of America-Story City		IA		Story City		Fee		100.0	%	Acquired 2004		84.0	%	—		112,405		112,405		Dress Barn, Factory Brand Shoes, VF Outlet, Van Heusen
9.		Factory Stores of North Bend		WA		North Bend		Fee		100.0	%	Acquired 2004		98.4	%	—		223,402		223,402		Adidas, Bass, Carter's, Eddie Bauer, Nike, OshKosh B'Gosh, Samsonite, Gap Outlet
10.		The Factory Shoppes at Branson Meadows		MO		Branson		Ground Lease (2021)		100.0	%	Acquired 2004		88.6	%			286,924		286,924		Branson Meadows Cinemas, Dress Barn Woman, VF Outlet
		Total Other GLA														—		1,591,675		1,591,675
		Total U.S. Properties GLA														113,892,050		87,123,088		201,015,138

30

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Simon Property Group

Property Table

U.S. Properties

																Gross Leasable Area
		Property Name		State		City (Metropolitan area)		Ownership Interest (Expiration if Lease) (3)		Legal Ownership		Year Built or Acquired		Occupancy (5)		Anchor		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		PROPERTIES UNDER CONSTRUCTION
												Expected Opening
1.		Domain, The		TX		Austin		Fee		100.0	%	3/07		N/A		—		—		—		Neiman Marcus, Macy's
2.		Philadelphia Premium Outlets		PA		Limerick		Fee		100.0	%	11/07		N/A		—		—		—
3.		Palms Crossing		TX		McAllen		Fee		100.0	%	11/07		N/A		—		—		—		Bealls, DSW, Barnes & Noble, Babies 'R Us, Sports Authority, Guitar Center, Cavendar's Boot City
4.		Pier Park		FL		Panama City Beach		Fee		100.0	%	3/08		N/A		—		—		—		Dillard's, JCPenney, Target, Old Navy, Borders Books & Music
5.		Hamilton Town Center		IN		Noblesville (Indianapolis)		Fee		50.0	%	3/08		N/A		—		—		—		JCPenney

FOOTNOTES:

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(1)

This Property is managed by a third party.

(2)

The Operating Partnership's direct and indirect interests in some of the Properties held as joint venture interests are subject to preferences on distributions in favor of other partners or the Operating Partnership.

(3)

The date listed is the expiration date of the last renewal option available to the operating entity under the ground lease. In a majority of the ground leases, we have a right of first refusal or the right to purchase the lessor's interest. Unless otherwise indicated, each ground lease listed in this column covers at least 50% of its respective Property.

(4)

Joint Venture Properties accounted for under the equity method.

(5)

Regional Malls—Executed leases for all company-owned GLA in mall and freestanding stores, excluding majors. Premium Outlet Centers—Executed leases for all company-owned GLA (or total center GLA). Community Centers—Executed leases for all company-owned GLA including majors, mall stores and freestanding stores.

(6)

Indicates anchor is currently under development.

(7)

Indicates ground lease covers less than 50% of the acreage of this Property.

(8)

Indicates vacant anchor space(s).

(9)

The lease at the Mall at Chestnut Hill includes the entire premises including land and building.

(10)

Indicates ground lease covers all of the Property except for parcels owned in fee by anchors.

(11)

Indicates ground lease covers outparcel only.

(12)

The Operating Partnership receives substantially all the economic benefit of the property due to a preference or advance.

(13)

Outside partner receives substantially all of the economic benefit due to a partner preference.

(14)

The Operating Partnership owns a mortgage note that encumbers Pheasant Lane Mall that entitles it to 100% of the economics of this property.

(15)

The Operating Partnership's indirect ownership interest is through an approximately 76% ownership interest in Kravco Simon Investments.

(16)

Indicates anchor has announced its intent to close this location.

(17)

Indicates anchor has closed, but the Operating Partnership still collects rents and/or fees under an agreement.

31

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(18)

Mall & Freestanding GLA includes office space as follows:

(19)

Parisian locations will convert to Belk nameplate in 2007.

(20)

Nordstrom to open stores in locations previously operated by others at Burlington Mall (2008), Ross Park Mall (2008), Fashion Mall at Keystone (2008), South Shore Plaza (2009), and Northshore Mall (2010).

32

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International Properties

            We own interests in properties outside the United States through the following international joint venture arrangements.

European Investments

            The following summarizes our joint venture investments in Europe and the underlying countries in which these joint ventures own and operate real estate properties as of December 31, 2006:

            In addition, we jointly hold with a third party an interest in one parcel of land for development near Paris, France outside of these two joint ventures. Simon Ivanhoe also operates through a wholly-owned subsidiary, Groupe BEG, S.A. ("BEG"). Simon Ivanhoe and BEG are fully integrated European retail real estate developers, owners and managers.

            Our properties in Europe consist primarily of hypermarket-anchored shopping centers. Substantially all of our European properties are anchored by either the hypermarket retailer Auchan, primarily in Italy, who is also our partner in GCI, or are anchored by the hypermarket Carrefour in France and Poland. Certain of these properties are subject to leaseholds whereby GCI leases all or a portion of the premises from a third party who is entitled to receive substantially all the economic benefits of that portion of the properties. Auchan and Carrefour are the two largest hypermarket operators in Europe.

Other International Investments

            We also hold real estate interests in five joint ventures in Japan and one in Mexico. The five joint ventures in Japan operate Premium Outlet centers in various cities in Japan and have over 1.4 million square feet of GLA. These centers were 100% leased as of December 31, 2006 and contained 600 stores with approximately 300 different tenants. The Premium Outlet center in Mexico is 85% leased as of December 31, 2006.

            The following summarizes these six Premium Outlet centers in international joint ventures:

            We also have begun construction on Yeoju Premium Outlets, a 253,000 square foot center located in South Korea. We have a 50% interest in this property with the remaining 50% interest owned by Shinsegae. Also, through a joint venture arrangement with MSREF and SZITIC CP, we have a 32.5% interest in four shopping centers that are under construction in China aggregating 1.9 million square feet of GLA.

            The following property table summarizes certain data on our properties that are under operation in Europe, Japan, and Mexico at December 31, 2006.

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Simon Property Group, Inc. and Subsidiaries

International Property Table

												Gross Leasable Area (1)
		COUNTRY/Property Name		City (Metropolitan area)		Ownership Interest		SPG Ownership		Year Built		Hypermarket/Anchor (4)		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		FRANCE
1.		Bay 2		Torcy (Paris)		Fee		50.0	%	2003		132,400		408,900		541,300		Carrefour, Leroy Merlin
2.		Bay 1		Torcy (Paris)		Fee		50.0	%	2004		—		336,300		336,300		Conforama, Go Sport
3.		Bel'Est		Bagnolet (Paris)		Fee		17.5	%	1992		150,700		63,000		213,700		Auchan
4.		Villabé A6		Villabé (Paris)		Fee		7.5	%	1992		102,300		104,500		206,800		Carrefour
5.		Wasquehal		Wasquehal (Lille)		Fee		50.0	%	2006		129,200		102,100		231,300		Carrefour
		Subtotal France										514,600		1,014,800		1,529,400
		ITALY
6.		Ancona — Senigallia		Senigallia (Ancona)		Fee		49.0	%	1995		41,200		41,600		82,800		Cityper
7.		Ascoli Piceno — Grottammare		Grottammare (Ascoli Piceno)		Fee		49.0	%	1995		38,900		55,900		94,800		Cityper, Scarpe & Scarpe
8.		Ascoli Piceno — Porto Sant'Elpidio		Porto Sant'Elpidio (Ascoli Piceno)		Fee		49.0	%	1999		48,000		114,300		162,300		Cityper, Comet
9.		Bari — Casamassima		Casamassima (Bari)		Fee		49.0	%	1995		159,000		388,800		547,800		Auchan, Coin, Eldo, Leroy Merlin, Decathlon, Oviesse, Kiabi, Upim
10.		Bari — Modugno (5)		Modugno (Bari)		Fee		49.0	%	2004		96,900		46,600		143,500		Auchan
11.		Brescia — Mazzano		Mazzano (Brescia)		Fee/Leasehold (2)		49.0	% (2)	1994		103,300		127,400		230,700		Auchan, Bricocenter, Upim, Trony
12.		Brindisi — Mesagne		Mesagne (Brindisi)		Fee		49.0	%	2003		88,000		140,600		228,600		Auchan, Euronics
13.		Cagliari — Santa Gilla		Cagliari		Fee/Leasehold (2)		49.0	% (2)	1992		75,900		114,800		190,700		Auchan, Bricocenter, Trony
14.		Catania — La Rena		Catania		Fee		49.0	%	1998		124,100		22,100		146,200		Auchan
15.		Cuneo		Cuneo (Torino)		Fee		49.0	%	2004		80,700		201,500		282,200		Auchan, Bricocenter, Decathlon, Upim, Euronics
16.		Giugliano		Giugliano (Napoli)		Fee		19.6	%	2006		130,000		618,300		748,300		Auchan, Decathlon, Leroy Merlin, Oviesse, Conbipel, Scarpe & Scarpe, Eldo, Euronics
17.		Milano — Rescaldina		Rescaldina (Milano)		Fee		49.0	%	2000		165,100		212,000		377,100		Auchan, Bricocenter, Decathlon, Media World, Upim
18.		Milano — Vimodrone		Vimodrone (Milano)		Fee		49.0	%	1989		110,400		80,200		190,600		Auchan, Bricocenter
19.		Napoli — Pompei		Pompei (Napoli)		Fee		49.0	%	1990		74,300		17,100		91,400		Auchan
20.		Padova		Padova		Fee		49.0	%	1989		73,300		32,500		105,800		Auchan
21.		Palermo		Palermo		Fee		49.0	%	1990		73,100		9,800		82,900		Auchan
22.		Pesaro — Fano		Fano (Pesaro)		Fee		49.0	%	1994		56,300		56,000		112,300		Auchan
23.		Pescara		Pescara		Fee		49.0	%	1998		96,300		65,200		161,500		Auchan, Upim, Euronics
24.		Pescara — Cepagatti		Cepagatti (Pescara)		Fee		49.0	%	2001		80,200		189,600		269,800		Auchan, Bata, Emmezeta Marcatone Z
25.		Piacenza — San Rocco al Porto		San Rocco al Porto (Piacenza)		Fee		49.0	%	1992		104,500		74,700		179,200		Auchan, Darty
26.		Roma — Collatina		Collatina (Roma)		Fee		49.0	%	1999		59,500		4,100		63,600		Auchan
27.		Sassari — Predda Niedda		Predda Niedda (Sassari)		Fee/Leasehold (2)		49.0	% (2)	1990		79,500		154,200		233,700		Auchan, Bricocenter, Upim, Media World

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Simon Property Group, Inc. and Subsidiaries

International Property Table

												Gross Leasable Area (1)
		COUNTRY/Property Name		City (Metropolitan area)		Ownership Interest		SPG Ownership		Year Built		Hypermarket/Anchor (4)		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		ITALY (continued)
28.		Taranto		Taranto		Fee		49.0	%	1997		75,200		126,500		201,700		Auchan, Bricocenter, Upim
29.		Torino		Torino		Fee		49.0	%	1989		105,100		66,700		171,800		Auchan, Upim
30.		Torino — Venaria		Venaria (Torino)		Fee		49.0	%	1982		101,600		64,000		165,600		Auchan, Bricocenter
31.		Venezia — Mestre		Mestre (Venezia)		Fee		49.0	%	1995		114,100		132,600		246,700		Auchan, Oviesse
32.		Vicenza		Vicenza		Fee		49.0	%	1995		78,400		20,100		98,500		Auchan
33.		Ancona		Ancona		Leasehold (3)		49.0	% (3)	1993		82,900		82,300		165,200		Auchan, Upim
34.		Bergamo		Bergamo		Leasehold (3)		49.0	% (3)	1976		103,000		16,900		119,900		Auchan
35.		Brescia — Concesio		Concesio (Brescia)		Leasehold (3)		49.0	% (3)	1972		89,900		27,600		117,500		Auchan, Bata
36.		Cagliari — Marconi		Cagliari		Leasehold (3)		49.0	% (3)	1994		83,500		109,900		193,400		Auchan, Bricocenter, Bata, Trony
37.		Catania — Misterbianco		Misterbianco (Catania)		Leasehold (3)		49.0	% (3)	1989		83,300		16,000		99,300		Auchan
38.		Merate — Lecco		Merate (Lecco)		Leasehold (3)		49.0	% (3)	1976		73,500		88,500		162,000		Auchan, Bricocenter
39.		Milano — Cesano Boscone		Cesano Boscone (Milano)		Leasehold (3)		49.0	% (3)	2005		163,800		120,100		283,900		Auchan
40.		Milano — Nerviano		Nerviano (Milano)		Leasehold (3)		49.0	% (3)	1991		83,800		27,800		111,600		Auchan
41.		Napoli — Mugnano di Napoli		Mugnano di Napoli		Leasehold (3)		49.0	% (3)	1992		98,000		94,900		192,900		Auchan, Bricocenter, Upim
42.		Olbia		Olbia		Leasehold (3)		49.0	% (3)	1993		49,000		48,800		97,800		Auchan
43.		Roma — Casalbertone		Roma		Leasehold (3)		49.0	% (3)	1998		62,700		84,900		147,600		Auchan, Upim
44.		Sassari — Centro Azuni		Sassari		Leasehold (3)		49.0	% (3)	1995		—		35,600		35,600		Oviesse
45.		Torino — Rivoli		Rivoli (Torino)		Leasehold (3)		49.0	% (3)	1986		61,800		32,300		94,100		Auchan
46.		Verona — Bussolengo		Bussolengo (Verona)		Leasehold (3)		49.0	% (3)	1975		89,300		75,300		164,600		Auchan, Bricocenter
		Subtotal Italy										3,557,400		4,038,100		7,595,500
		POLAND
47.		Arkadia Shopping Center		Warsaw		Fee		50.0	%	2004		202,100		902,200		1,104,300		Carrefour, Leroy Merlin, Media, Saturn, Cinema City, H & M, Zara, Royal Collection, Peek & Clopperburg
48.		Borek Shopping Center		Wroclaw		Fee		50.0	%	1999		119,900		129,300		249,200		Carrefour
49.		Dabrowka Shopping Center		Katowice		Fee		50.0	%	1999		121,000		172,900		293,900		Carrefour, Castorama
50.		Gliwice Shopping Center		Gliwice		Fee		50.0	%	2006		140,700		239,000		379,700		Carrefour
51.		Turzyn Shopping Center		Szczecin		Fee		50.0	%	2001		87,200		121,900		209,100		Carrefour
52.		Wilenska Station Shopping Center		Warsaw		Fee		50.0	%	2002		92,700		215,900		308,600		Carrefour
53.		Zakopianka Shopping Center		Krakow		Fee		50.0	%	1998		120,200		425,400		545,600		Carrefour, Castorama
		Subtotal Poland										883,800		2,206,600		3,090,400

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Simon Property Group, Inc. and Subsidiaries

International Property Table

												Gross Leasable Area (1)
		COUNTRY/Property Name		City (Metropolitan area)		Ownership Interest		SPG Ownership		Year Built		Hypermarket/Anchor (4)		Mall & Freestanding		Total		Retail Anchors and Major Tenants
		JAPAN
54.		Gotemba Premium Outlets		Gotemba City (Tokyo)		Fee		40.0	%	2000		—		390,000		390,000		Bally, Coach, Diesel, Gap, Gucci, Jill Stuart, L.L. Bean, Nike, Tod's
55.		Rinku Premium Outlets		Izumisano (Osaka)		Ground Lease (2020)		40.0	%	2000		—		321,000		321,000		Bally, Brooks Brothers, Coach, Eddie Bauer, Gap, Nautica, Nike, Timberland, Versace
56.		Sano Premium Outlets		Sano (Tokyo)		Ground Lease (2022)		40.0	%	2003		—		318,200		318,200		Bally, Brooks Brothers, Coach, Nautica, New Yorker, Nine West, Timberland
57.		Toki Premium Outlets		Toki (Nagoya)		Ground Lease (2024)		40.0	%	2005		—		231,200		231,200		Adidas, Brooks Brothers, Bruno Magli, Coach, Eddie Bauer, Furla, Nautica, Nike, Timberland, Versace
58.		Tosu Premium Outlets		Fukuoka (Kyushu)		Ground Lease (2023)		40.0	%	2004		—		187,000		187,000		BCBG, Bose, Coach, Cole Haan, Lego, Nike, Petit Bateau, Max Azria, Theory
		Subtotal Japan										—		1,447,400		1,447,400
		MEXICO
59.		Punta Norte Premium Outlets		Mexico City		Fee		50.0	%	2004		—		232,000		232,000		Christian Dior, Sony, Nautica, Levi's, Nike Rockport, Reebok, Adidas, Samsonite
		Subtotal Mexico										—		232,000		232,000
		TOTAL INTERNATIONAL ASSETS										4,955,800		8,938,900		13,894,700

FOOTNOTES:

(1)

All gross leasable area listed in square feet.

(2)

This property is held partially in fee and partially encumbered by a leasehold on the premise which entitles the lessor to the majority of the economics of the portion of the property subject to the leasehold.

(3)

These properties are encumbered by a leasehold on the entire premises which entitles the lessor the majority of the economics of the property.

(4)

Represents the sales area of the anchor and excludes any warehouse/storage areas.

(5)

Gallerie Commerciali Italia, in which we have a 49% joint venture interest, has been notified by an Italian appellate court that the center which opened in February 2004, though properly permitted, was not in accordance the Modugno master plan. The joint venture is appealing the decision of the appellate court and is otherwise working to resolve the issue. The center remains open. The joint venture partner has indemnified us for the amount of our allocated investment in the project.

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Land Held for Development

            We have direct or indirect ownership interests in five parcels of land held in the United States for future development, containing an aggregate of approximately 400 acres located in three states.

            Also, on December 28, 2005, we invested $50.0 million of equity for a 40% interest in a joint venture with Toll Brothers, Inc. (Toll Brothers) and Meritage Homes Corp. (Meritage Homes) to purchase a 5,485-acre land parcel in northwest Phoenix from DaimlerChrysler Corporation for $312 million. Toll Brothers and Meritage Homes each plan to build a significant number of homes on the site. We have the option to purchase a substantial portion of the commercial property for retail uses. Other parcels may also be sold to third parties. The site plans call for a mixed-use master planned community, which will include approximately 4,840 acres of single-family homes and attached homes. Approximately 645 acres of commercial and retail development will include schools, community amenities and open space. The entitlement, planning, and design processes are ongoing and initial home sales are tentatively scheduled to begin in 2009. The joint venture, of which Toll Brothers is the managing member, expects to develop a master planned community of approximately 12,000 to 15,000 residential units.

Energy Costs Conservation

            In 2003, we began monitoring and benchmarking our energy consumption and initiated a process to assess energy efficiency across our enclosed mall properties. In 2004, we implemented a comprehensive strategy to improve energy efficiency. This included the launch of our Energy Best Practices Program, which challenged managers of our enclosed mall properties to examine their operating practices in an effort to reduce energy costs without affecting comfort, safety or reliability. We also developed strategic relationships for investing in cost-effective, energy-efficiency projects. In 2005, we enhanced the remote monitoring of our malls' Energy Management Systems to help ensure optimal system operations through alarm delivery to mall operators and reporting of non-optimal operating practices to management. In 2006, we piloted various techniques in the area of demand shifting and response initiatives to reduce load on utility networks when advised that supply capacity is critically low, while reducing our operating costs.

            This strategy helped us reduce electricity usage by 175 million kWhs for 2004, 2005, and 2006 combined, as compared to 2003. This is an 8.2% reduction in electricity usage which represents approximately $18 million in avoided annual operating costs at current market prices. This reduction in electricity usage translates to the avoidance of 110,576 metric tons of carbon dioxide annually, which is equivalent to 23,934 cars not driven for one year, saved electrical energy to power 14,195 U.S. homes for a full year, or 92,147 acres of pine or fir forests storing carbon for one year.

            A substantial portion of savings was generated through low cost/no cost measures ranging from simple actions to complex ones. For example, we minimize costs by keeping tight control over hours of operation for all lighting systems in the common area, parking lot, and back of the house areas of our properties without affecting comfort or safety. We also optimize the start/stop of HVAC systems with direct digital controls to meet cooling requirements. Another key strategy for management of energy use is the investment in energy efficient technologies in areas such as lighting, HVAC and building control systems.

            In recognition of our excellence in energy efficiency, we received the 2005 Bronze Leader in the Light Award from the National Association of Real Estate Investment Trusts (NAREIT), in collaboration with the U.S. Environmental Protection Agency (EPA). In 2006, our leadership was further recognized as we received the Gold Leader in the Light Award from NAREIT. Recipients are judged on the basis of how effectively they have implemented company-wide operations that generate substantially improved energy efficiency and expense management.

            For the past two years, we also participated in the Carbon Disclosure Project's greenhouse emissions information requests to inform investors of our activities in the area of climate change and energy conservation. We also joined the U.S. EPA's ENERGY STAR program, with the goal of continuing to improve our organization's energy and environmental performance.

Mortgage Financing on Properties

            The following table sets forth certain information regarding the mortgages and other debt encumbering our Properties and the properties held by our international joint venture arrangements. Substantially all of the mortgage and property related debt is nonrecourse to us.

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Mortgage and Other Debt on Portfolio Properties
As of December 31, 2006
(Dollars in thousands)

Property Name			Interest Rate		Face Amount			Annual Debt Service			Maturity Date
Consolidated Indebtedness:
Secured Indebtedness:
Simon Property Group, LP:
Anderson Mall			6.20	%	$	28,634		$	2,216		10/10/12
Arsenal Mall — 1			6.75	%		31,433			2,724		09/28/08
Arsenal Mall — 2			8.20	%		1,326			286		05/05/16
Aventura Mall Credit Facility			6.32%	(1)		27,369			1,730	(2)	10/27/07
Bangor Mall			7.06	%		22,038			2,302		12/01/07
Battlefield Mall			4.60	%		97,839			6,154		07/01/13
Bloomingdale Court			7.78	%		27,532	(4)		2,578		11/01/09
Boardman Plaza			5.94	%		23,598			1,402	(2)	07/01/14
Brunswick Square			5.65	%		85,659			5,957		08/11/14
Carolina Premium Outlets — Smithfield			9.10	%		20,231	(6)		2,114		03/10/13
Century III Mall			6.20	%		84,525	(9)		6,541		10/10/12
Chesapeake Square			5.84	%		72,658			5,162		08/01/14
Cielo Vista Mall			9.38	%		47,433	(5)		5,828		05/01/07
College Mall — 1			7.00	%		32,630	(8)		3,908		01/01/09
College Mall — 2			6.76	%		10,710	(8)		935		01/01/09
Copley Place			7.44	%		171,126			16,266		08/01/07
Coral Square			8.00	%		85,740			8,065		10/01/10
The Crossings Premium Outlets			5.85	%		56,707			4,649		03/13/13
Crossroads Mall			6.20	%		42,451			3,285		10/10/12
Crystal River			7.63	%		15,341			1,385		11/11/10	(25)
Dare Centre			9.10	%		1,684	(6)		176		03/10/13	(25)
DeKalb Plaza			5.28	%		3,301			284		01/01/15
Desoto Square			5.89	%		64,153			3,779	(2)	07/01/14
The Factory Shoppes at Branson Meadows			9.10	%		9,409	(6)		983		03/10/13	(25)
Factory Stores of America — Boaz			9.10	%		2,752	(6)		287		03/10/13	(25)
Factory Stores of America — Georgetown			9.10	%		6,521	(6)		681		03/10/13	(25)
Factory Stores of America — Graceville			9.10	%		1,937	(6)		202		03/10/13	(25)
Factory Stores of America — Lebanon			9.10	%		1,628	(6)		170		03/10/13	(25)
Factory Stores of America — Nebraska City			9.10	%		1,529	(6)		160		03/10/13	(25)
Factory Stores of America — Story City			9.10	%		1,891	(6)		198		03/10/13	(25)
Forest Mall			6.20	%		17,000	(10)		1,316		10/10/12
Forest Plaza			7.78	%		15,101	(4)		1,414		11/01/09
Forum Shops at Caesars, The			4.78	%		541,935			34,564		12/01/10
Gateway Shopping Center			5.89	%		87,000			5,124	(2)	10/01/11
Gilroy Premium Outlets			6.99	%		64,144	(7)		6,236		07/11/08	(25)
Greenwood Park Mall — 1			7.00	%		27,329	(8)		3,273		01/01/09
Greenwood Park Mall — 2			6.76	%		55,331	(8)		4,831		01/01/09
Henderson Square			6.94	%		15,063			1,270		07/01/11
Highland Lakes Center			6.20	%		15,670	(9)		1,213		10/10/12
Ingram Park Mall			6.99	%		79,499	(20)		6,724		08/11/11
Keystone at the Crossing			7.85	%		57,514			5,642		07/31/07
Kittery Premium Outlets			6.99	%		10,619	(7)		1,028		07/11/08	(25)
Knoxville Center			6.99	%		60,201	(20)		5,092		08/11/11
Lake View Plaza			7.78	%		20,073	(4)		1,880		11/01/09
Lakeline Mall			7.65	%		64,999			6,300		05/01/07
Lakeline Plaza			7.78	%		22,008	(4)		2,061		11/01/09
Lighthouse Place Premium Outlets			6.99	%		44,261	(7)		4,286		07/11/08	(25)
Lincoln Crossing			7.78	%		3,038	(4)		285		11/01/09
Longview Mall			6.20	%		31,814	(9)		2,462		10/10/12
MacGregor Village			9.10	%		6,775	(6)		708		03/10/13	(25)
Mall of Georgia			7.09	%		191,520			16,649		07/01/10
Markland Mall			6.20	%		22,509	(10)		1,742		10/10/12
Matteson Plaza			7.78	%		8,840	(4)		828		11/01/09
McCain Mall			9.38	%		22,148	(5)		2,721		05/01/07
Midland Park Mall			6.20	%		32,860	(10)		2,543		10/10/12
Montgomery Mall			5.17	%		92,508			6,307		05/11/14	(25)
Muncie Plaza			7.78	%		7,643	(4)		716		11/01/09

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Northfield Square			6.05	%		30,382			2,485		02/11/14
Northlake Mall			6.99	%		69,450	(20)		5,874		08/11/11
North Ridge Shopping Center			9.10	%		8,275	(6)		865		03/10/13	(25)
Oxford Valley Mall			6.76	%		79,924			7,801		01/10/11
Palm Beach Mall			6.20	%		52,567			4,068		10/10/12
Penn Square Mall			7.03	%		68,258			6,003		03/01/09	(25)
Plaza Carolina — Fixed			5.10	%		94,714			7,085		05/09/09
Plaza Carolina — Variable Capped			6.22%	(29)		95,744			7,895		05/09/09	(3)
Plaza Carolina — Variable Floating			6.22%	(1)		57,445			4,737		05/09/09	(3)
Port Charlotte Town Center			7.98	%		52,007			4,680		12/11/10	(25)
Regency Plaza			7.78	%		4,143	(4)		388		11/01/09
Richmond Towne Square			6.20	%		46,156	(10)		3,572		10/10/12
SB Trolley Square Holding			9.03	%		28,408			2,880		08/01/10
St. Charles Towne Plaza			7.78	%		26,518	(4)		2,483		11/01/09
Stanford Shopping Center			3.60%	(11)		220,000			7,920	(2)	09/11/08
Sunland Park Mall			8.63%	(13)		35,315			3,768		01/01/26
Tacoma Mall			7.00	%		126,763			10,778		10/01/11
Towne East Square — 1			7.00	%		44,339			4,711		01/01/09
Towne East Square — 2			6.81	%		22,330			1,958		01/01/09
Towne West Square			6.99	%		52,039	(20)		4,402		08/11/11
University Park Mall			7.43	%		56,825			4,958		10/01/07
Upper Valley Mall			5.89	%		47,904			2,822	(2)	07/01/14
Valle Vista Mall			9.38	%		29,335	(5)		3,598		05/01/07
Washington Square			5.94	%		30,693			1,823	(2)	07/01/14
Waterloo Premium Outlets			6.99	%		35,649	(7)		3,452		07/11/08	(25)
West Ridge Mall			5.89	%		68,711			4,047	(2)	07/01/14
West Ridge Plaza			7.78	%		5,342	(4)		500		11/01/09
White Oaks Mall			5.54	%		50,000			2,768	(2)	11/01/16
White Oaks Plaza			7.78	%		16,298	(4)		1,526		11/01/09
Wolfchase Galleria			7.80	%		70,716			6,911		06/30/07
Woodland Hills Mall			7.00	%		81,587			7,185		01/01/09	(25)
Total Consolidated Secured Indebtedness					$	4,405,024

39

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Unsecured Indebtedness:
Simon Property Group, LP:
Unsecured Revolving Credit Facility — USD			5.70%	(15)	$	—		$	—	(2)	01/11/11	(3)
Revolving Credit Facility — Yen Currency			0.85%	(15)		14,673			125	(2)	01/11/11	(3)
Revolving Credit Facility — Euro Currency			4.01%	(15)		290,459			11,643	(2)	01/11/11	(3)
Medium Term Notes — 2			7.13	%		180,000			12,825	(14)	09/20/07
Unsecured Notes — 2B			7.00	%		150,000			10,500	(14)	07/15/09
Unsecured Notes — 4C			7.38	%		200,000			14,750	(14)	06/15/18
Unsecured Notes — 5B			7.13	%		300,000			21,375	(14)	02/09/09
Unsecured Notes — 6B			7.75	%		200,000			15,500	(14)	01/20/11
Unsecured Notes — 7			6.38	%		750,000			47,813	(14)	11/15/07
Unsecured Notes — 8A			6.35	%		350,000			22,225	(14)	08/28/12
Unsecured Notes — 8B			5.38	%		150,000			8,063	(14)	08/28/08
Unsecured Notes — 9A			4.88	%		300,000			14,625	(14)	03/18/10
Unsecured Notes — 9B			5.45	%		200,000			10,900	(14)	03/15/13
Unsecured Notes — 10A			3.75	%		300,000			11,250	(14)	01/30/09
Unsecured Notes — 10B			4.90	%		200,000			9,800	(14)	01/30/14
Unsecured Notes — 11A			4.88	%		400,000			19,500	(14)	08/15/10
Unsecured Notes — 11B			5.63	%		500,000			28,125	(14)	08/15/14
Unsecured Notes — 12 A			5.10	%		600,000			30,600	(14)	06/15/15
Unsecured Notes — 12 B			4.60	%		400,000			18,400	(14)	06/15/10
Unsecured Notes — 13 A			5.38	%		500,000			26,875	(14)	06/01/11
Unsecured Notes — 13 B			5.75	%		600,000			34,500	(14)	12/01/15
Unsecured Notes — 14 A			5.75	%		400,000			23,000	(14)	05/01/12
Unsecured Notes — 14 B			6.10	%		400,000			24,400	(14)	05/01/16
Unsecured Notes — 15 A			5.60	%		600,000			33,600	(14)	09/01/11
Unsecured Notes — 15 B			5.88	%		500,000			29,375	(14)	03/01/17
Unsecured Notes — 16 A			5.00	%		600,000			30,000	(14)	03/01/12
Unsecured Notes — 16 B			5.25	%		650,000			34,125	(14)	12/01/16
Mandatory Par Put Remarketed Securities			7.00	%		200,000			14,000	(14)	06/15/08	(16)
						9,935,132
The Retail Property Trust, subsidiary:
Unsecured Notes — CPI 4			7.18	%		75,000			5,385	(14)	09/01/13
Unsecured Notes — CPI 5			7.88	%		250,000			19,688	(14)	03/15/16
						325,000
CPG Partners, LP, subsidiary:
Unsecured Notes — CPG 2			7.25	%		125,000			9,063	(14)	10/21/07
Unsecured Notes — CPG 3			3.50	%		100,000			3,500	(14)	03/15/09
Unsecured Notes — CPG 4			8.63	%		50,000			4,313	(14)	08/17/09
Unsecured Notes — CPG 5			8.25	%		150,000			12,375	(14)	02/01/11
Unsecured Notes — CPG 6			6.88	%		100,000			6,875	(14)	06/15/12
Unsecured Notes — CPG 7			6.00	%		150,000			9,000	(14)	01/15/13
						675,000
	Total Consolidated Unsecured Indebtedness				$	10,935,132
	Total Consolidated Indebtedness at Face Amounts				$	15,340,156
	Fair Value Interest Rate Swaps					(9,428)	(24)
	Net Premium on Indebtedness					93,732
	Net Discount on Indebtedness					(29,971	)
	Total Consolidated Indebtedness				$	15,394,489	(19)

40

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Joint Venture Indebtedness:
Secured Indebtedness:
Apple Blossom Mall			7.99	%	$	38,219		$	3,607		09/10/09
Arkadia Shopping Center			4.67	%  (31)		135,062			6,312		05/31/12
Atrium at Chestnut Hill			6.89	%		46,025			3,880		03/11/11	(25)
Auburn Mall			7.99	%		44,744			4,222		09/10/09
Aventura Mall			6.61	%		200,000			13,220	(2)	04/06/08
Avenues, The			5.29	%		75,588			5,325		04/01/13
Bay 1 (Torcy)			4.42	%  (31)		18,575			822		05/31/11
Bay 2 (Torcy)			4.42	%  (31)		69,290			3,065		06/30/11
Borek Shopping Center			5.93	%		16,396			973		02/06/12
Cape Cod Mall			6.80	%		93,520			7,821		03/11/11
Castleton Storage			7.37	%  (1)		256			19	(2)	07/31/09	(3)
Circle Centre Mall			5.02	%		75,624			5,165		04/11/13
Clay Terrace			5.08	%		115,000			5,842	(2)	10/01/15
Coconut Point			5.83	%		230,000			13,409	(2)	12/10/16
Coddingtown Mall			6.57	%  (1)		10,500			690	(2)	07/14/07
Crystal Mall			5.62	%		99,883			7,319		09/11/12	(25)
Dabrowka Shopping Center			6.04	%  (31)		4,978			301		07/03/14
Dadeland Mall			6.75	%		189,252			15,566		02/11/12	(25)
Domain Residential			6.47	%  (1)		21,673			1,403	(2)	03/03/11	(3)
Eastland Mall			5.79	%		168,000			9,734	(2)	06/01/16
Emerald Square Mall			5.13	%		137,050			9,479		03/01/13
Empire Mall			5.79	%		176,300			10,215	(2)	06/01/16
Fashion Centre Pentagon Retail			6.63	%		156,904			12,838		09/11/11	(25)
Fashion Centre Pentagon Office			6.07	%  (30)		40,000			2,429	(2)	07/09/09	(3)
Fashion Valley Mall — 1			6.49	%		158,720			13,218		10/11/08	(25)
Fashion Valley Mall — 2			6.58	%		29,124			1,915	(2)	10/11/08	(25)
Firewheel Residential			7.17	%  (1)		606			43	(2)	06/20/09
Florida Mall, The			7.55	%		254,151			22,766		12/10/10
Galleria Commerciali Italia — Facility A			4.77	%  (18)		328,859			21,411		12/22/11	(3)
Galleria Commerciali Italia — Facility B			4.87	%  (27)		324,885			22,565		12/22/11
Galleria Commerciali Italia — Cinisello			4.12	%		29,545			1,218		06/20/07
Gaitway Plaza			4.60	%		13,900	(17)		640	(2)	07/01/15
Granite Run Mall			5.83	%		121,189			8,622		06/01/16
Greendale Mall			6.00	%		45,000			2,699	(2)	10/01/16
Gotemba Premium Outlets — Fixed			2.00	%		8,398	(26)		1,176		10/25/14
Gotemba Premium Outlets — Variable			2.30	%  (12)		16,208	(26)		3,900		09/30/07
Gwinnett Place — 1			7.54	%		35,621			3,412		04/01/07
Gwinnett Place — 2			7.25	%		79,239			7,070		04/01/07
Hamilton Town Center			6.32	%  (1)		9,398			594	(2)	03/31/07
Highland Mall			6.83	%		66,744			5,634		07/11/11
Houston Galleria — 1			5.44	%		643,583			34,985	(2)	12/01/15
Houston Galleria — 2			5.44	%		177,417			9,644	(2)	12/01/15
Indian River Commons			5.21	%		9,645			503	(2)	11/01/14
Indian River Mall			5.21	%		65,355			3,408	(2)	11/01/14
King of Prussia Mall — 1			7.49	%		162,777			23,183		01/01/17
King of Prussia Mall — 2			8.53	%		11,314			1,685		01/01/17
Lehigh Valley Mall			5.88	%  (1)		150,000			8,823	(2)	08/09/10	(3)
Liberty Tree Mall			5.22	%		35,000			1,827	(2)	10/11/13
Mall at Rockingham			7.88	%		93,242			8,705		09/01/07
Mall at Chestnut Hill			8.45	%		14,172			1,396		02/02/10
Mall of New Hampshire — 1			6.96	%		96,202			8,345		10/01/08	(25)
Mall of New Hampshire — 2			8.53	%		7,989			786		10/01/08
Mesa Mall			5.79	%		87,250			5,055	(2)	06/01/16
Miami International Mall			5.35	%		97,198			6,533		10/01/13
Northshore Mall			5.03	%		210,000			10,553	(2)	03/11/14	(25)
Quaker Bridge Mall			7.03	%		21,627			2,407		04/01/16
Plaza at Buckland Hills, The			4.60	%		24,800	(17)		1,142	(2)	07/01/15
Ridgewood Court			4.60	%		14,650	(17)		674	(2)	07/01/15

41

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Rinku Premium Outlets			2.34	%		31,276	(26)		4,857		10/25/14
Rushmore Mall			5.79	%		94,000			5,446	(2)	06/01/16
Sano Premium Outlets			2.39	%		46,214	(26)		7,371		05/31/16
St. Johns Town Center			5.06	%		170,000			8,602	(2)	03/11/15
St. John's Town Center Phase II			6.17	%  (1)		17,530			1,082	(2)	02/27/07
Seminole Towne Center			5.97	%  (22)		70,000			4,180	(2)	07/09/09	(3)
Shops at Sunset Place, The			6.07	%  (21)		90,867			7,250		05/09/09	(3)
Smith Haven Mall			5.16	%		180,000			9,283	(2)	03/01/16
Solomon Pond			3.97	%		113,206			6,505		08/01/13
Source, The			6.65	%		124,000			8,246	(2)	03/11/09
Southern Hills Mall			5.79	%		101,500			5,881	(2)	06/01/16
SouthPark Residential			6.72	%  (1)		20,319			1,366	(2)	10/31/08
Springfield Mall			6.42	%  (1)		76,500			4,913	(2)	12/01/10	(3)
Square One			6.73	%		90,038			7,380		03/11/12
Surprise Grand Vista			10.61	%		249,306			26,455	(2)	12/28/10	(3)
Toki Premium Outlets			1.22	%  (12)		21,248	(26)		3,283		10/30/09
Tosu Premium Outlets			2.60	%		10,617	(26)		1,852		08/24/13
Town Center at Cobb — 1			7.54	%		45,383			4,347		04/01/07
Town Center at Cobb — 2			7.25	%		60,303			5,381		04/01/07
Turzyn Shopping Center			6.32	%		24,162			1,528		06/06/14
University Storage			7.37	%  (1)		2,344			173	(2)	07/31/09	(3)
Valley Mall			5.83	%		47,184			3,357		06/01/16
Villabe A6 — Bel'Est			4.72	%  (31)		11,577			547		08/31/11
Village Park Plaza			4.60	%		29,850	(17)		1,374	(2)	07/01/15
West Town Corners			4.60	%		18,800	(17)		865	(2)	07/01/15
West Town Mall			6.90	%		76,000			5,244	(2)	05/01/08	(25)
Westchester, The			4.86	%		500,000			24,300	(2)	06/01/10
Whitehall Mall			6.77	%		13,072			1,282		11/01/08
Wilenska Station Shopping Center			5.12	%  (31)		39,524			2,025		08/31/11
Zakopianka Shopping Center			6.60	%		14,865			981		12/28/11
	Total Joint Venture Secured Indebtedness at Face Amounts				$	7,996,332
Unsecured Indebtedness:
Galleria Commerciali Italia — Facility C			4.28	%  (28)		61,129			2,618	(2)	12/22/08	(3)
Total Joint Venture Unsecured Indebtedness						61,129
	Net Premium on Indebtedness					0
	Net Discount on Indebtedness					(1,606	)
	Total Joint Venture Indebtedness				$	8,055,855	(23)

(Footnotes on following page)

42

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(Footnotes for preceding pages)

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(1)

Variable rate loans based on LIBOR plus interest rate spreads ranging from 37.5 bps to 205 bps. LIBOR as of December 31, 2006 was 5.32%.

(2)

Requires monthly payment of interest only.

(3)

Includes applicable extension available at the Operating Partnership's option.

(4)

Loans secured by these eleven Properties are cross-collateralized and cross-defaulted.

(5)

Loans secured by these three Properties are cross-collateralized and cross-defaulted.

(6)

Loans secured by these eleven Properties are cross-collateralized and cross-defaulted.

(7)

Loans secured by these four Properties are cross-collateralized and cross-defaulted.

(8)

Loans secured by these two Properties are cross-collateralized and cross-defaulted.

(9)

Loans secured by these three Properties are cross-collateralized.

(10)

Loans secured by these four Properties are cross-collateralized.

(11)

Simultaneous with the issuance of this loan, the Operating Partnership entered into a $70 million notional amount variable rate swap agreement which is designated as a hedge against this loan. As of December 31, 2006, 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 5.37%.

(12)

Variable rate loans based on Yen LIBOR plus interest rate spreads ranging from 50 bps to 187.5 bps. Yen LIBOR as of December 31, 2006 was 0.4738%.

(13)

Lender also participates in a percentage of certain gross receipts above a specified base. This threshold was met and additional interest was paid in 2006.

(14)

Requires semi-annual payments of interest only.

(15)

$3,000,000 Credit Facility. As of December 31, 2006, the Credit Facility bears interest at LIBOR + 0.375% and provides for different pricing based upon the Operating Partnership's investment grade rating. As of December 31, 2006, $2.7 billion was available after outstanding borrowings and letter of credits.

(16)

The MOPPRS have an actual maturity of June 15, 2028, but are subject to mandatory redemption on June 15, 2008.

(17)

Loans secured by these five Properties are cross-collateralized and cross-defaulted.

(18)

Debt is denominated in Euros and bears interest at 3 month Euribor + 1.05%. Debt consists of a Euros 269.0 million tranche of which Euros 249.1 million is drawn.

(19)

Our share of consolidated indebtedness was $15,203,980.

(20)

Loans secured by these four Properties are cross-collateralized and cross-defaulted.

(21)

LIBOR + 0.750%, with LIBOR capped at 7.500%.

(22)

LIBOR + 0.650%, with LIBOR capped at 8.500%.

(23)

Our share of joint venture indebtedness was $3,472,228. Our share of indebtedness for joint ventures excludes our share of indebtedness of $79.5 million in joint venture entities in which a non-controlling interest is held by Gallerie Commerciali Italia, an entity which we have a 49% interest.

(24)

Represents the fair market value of interest rate swaps entered into by the Operating Partnership.

(25)

The maturity date shown represents the Anticipated Maturity Date of the loan which is typically 10-20 years earlier than the stated Maturity Date of the loan. Should the loan not be repaid at the Anticipated Repayment Date the applicable interest rate shall increase as specified in the loan agreement.

(26)

Amounts shown in US Dollar Equivalent. Yen equivalent 15,950.7 million

(27)

Debt is denominated in Euros and bears interest at 3 month Euribor + 1.15%. Debt consists of a Euros 255 million tranche which Euros 246.1 million is drawn.

(28)

Debt is denominated in Euros and bears interest at Euribor + 0.650%. Debt consists of a Euros 150 million tranche of which Euros 46.3 million is drawn.

(29)

LIBOR + 0.900%, with LIBOR capped at 8.250%.

(30)

LIBOR + 0.750%, with LIBOR capped at 8.250%.

(31)

Associated with these loans are interest rate swap agreements with a total combined Euro 199.3 million notional amount that effectively fixed these loans at a combined 4.66%.

43

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Mortgage and Other Debt on Portfolio Properties
and Investments in Real Estate
As of December 31, 2006
(Dollars in thousands)

Changes in Mortgages and Other Indebtedness

            The changes in mortgages and other indebtedness for the years ended December 31, 2006, 2005, 2004 are as follows:

44

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Item 3. Legal Proceedings

            On November 15, 2004, the Attorneys General of Massachusetts, New Hampshire and Connecticut filed complaints in their respective state Superior Courts against us and our affiliate, SPGGC, Inc., alleging that the sale of co-branded, bank-issued gift cards sold in certain Properties violated gift certificate statutes and consumer protection laws in those states. Each of these suits seeks injunctive relief, unspecified civil penalties and disgorgement of any fees determined to be improperly charged to consumers. We filed our own actions for declaratory judgment actions in Federal district courts in each of the three states.

            With respect to the New Hampshire litigation, on August 1, 2006, the Federal district court in New Hampshire granted our motion for summary judgment and held that the gift card program that has been in existence since September 1, 2005 is a banking product and state law regulation is preempted by Federal banking laws. However, the Attorney General's appeal of this judgment in our favor in Federal district court in New Hampshire is pending. In February 2007, we entered into a voluntary, no-fault settlement agreement regarding the elements of the New Hampshire action which related to the program that existed before September 1, 2005. This settlement did not have a significant impact on the results of our operations.

            In addition, we are a defendant in three other proceedings relating to the gift card program: Betty Benson and Andrea Nay-Richardson vs. Simon Property Group, Inc., and Simon Property Group, L.P., Superior Court of Cobb County, State of Georgia, Case No.: 04-1-9617-42, filed December 9, 2004; Christopher Lonner vs. Simon Property Group, Inc., Supreme Court of the State of NY, County of Westchester, Case No.: 04-2246, filed February 18, 2004; and Aliza Goldman, individually and on behalf of all others similarly situated vs. Simon Property Group, Inc., Supreme Court of the State of New York, County of Nassau, filed February 7, 2005. Each of these proceedings has been brought as a purported class action and alleges violation of state consumer protection laws, state abandoned property and contract laws or state statutes regarding gift certificates or gift cards and seeks a variety of remedies including unspecified damages and injunctive relief.

            We believe that we have viable defenses under both state and federal laws to the pending gift card actions. Although it is not possible to provide any assurance of the ultimate outcome of any of these pending actions, management does not believe that an adverse outcome would have a material adverse effect on our financial position, results of operations or cash flow.

            As previously disclosed, we were a defendant in a suit brought against us by a partner in a partnership in which we previously held ownership in, Mall of America Associates ("MOAA"). Effective November 2, 2006, all parties agreed to settle the lawsuit and all claims with no settlement payment due by either party. We had most currently been a beneficial interest holder in the operations of MOAA which entitled us the right to receive cash flow distributions and capital transaction proceeds, or approximately a 25% interest in the underlying operations. Concurrently with the settlement of the litigation, the Simon family partner in MOAA sold its entire interest in MOAA. We received $102.2 million of capital transaction proceeds related to this transaction, terminating our beneficial interests, which resulted in a gain of $86.5 million.

            We are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 4. Submission of Matters to a Vote of Security Holders

            None.

45

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Part II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

            Our common stock trades on the New York Stock Exchange under the symbol "SPG". The quarterly price range on the NYSE for the shares and the distributions declared per share for each quarter in the last two fiscal years are shown below:

            There is no established public trading market for Simon Property's Class B common stock or Class C common stock. Distributions per share of the Class B and Class C common stock are identical to the common stock.

Holders

            The number of holders of record of common stock outstanding was 2,207 as of December 31, 2006. The Class B common stock is held entirely by a voting trust to which Melvin Simon, Herbert Simon, David Simon and certain of their affiliates are parties and is exchangeable on a one-for-one basis into shares of common stock, and the Class C common stock is held entirely by NID Corporation, the successor corporation of Edward J. DeBartolo Corporation, and is also exchangeable on a one-for-one basis into shares of common stock.

Distributions

            Simon Property qualifies as a REIT under the Code. We are required to pay a minimum level of dividends to maintain our status as a REIT. Our dividends and limited partner distributions typically exceed our net income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future dividends and the distributions of the Operating Partnership will be determined by the Board based on actual results of operations, cash available for dividends and limited partner distributions, and what may be required to maintain our status as a REIT. The Board declared and we paid a common stock dividend of $0.76 per share in the fourth quarter of 2006.

            Simon Property offers an Automatic Dividend Reinvestment Plan for its common shares that allows stockholders, at their election, to acquire additional shares by automatically reinvesting cash dividends. Shares are acquired pursuant to the plan at a price equal to the prevailing market price of such shares, without payment of any brokerage commission or service charge.

Unregistered Sales of Equity Securities

            During the fourth quarter of 2006, we issued 8,000,000 shares of Series K Variable Rate Redeemable Preferred Stock (Series K Preferred Stock) to a single institutional investor for cash proceeds in the amount of $200.0 million. We used the proceeds to fund the redemption of the Series F Cumulative Redeemable Preferred Stock. The Series K Preferred Stock was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption contained in Section 4(2) regarding private transactions.

46

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Issuances Under Equity Compensation Plans

            For information regarding the securities authorized for issuance under our equity compensation plans, see Item 12 to this report.

Issuer Purchases of Equity Securities

            On May 11, 2006, the Board authorized us to repurchase up to 6,000,000 shares of our common stock subject to a maximum aggregate purchase price of $250 million over the next twelve months as market conditions warrant. We may repurchase the shares in the open market or in privately negotiated transactions. There were no purchases under this program during the fourth quarter of 2006.

Item 6. Selected Financial Data

            The information required by this item is incorporated herein by reference to the Selected Financial Data section of the 2006 Annual Report to Stockholders filed as Exhibit 13.1 to this Form 10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

            The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Simon Property's 2006 Annual Report to Stockholders filed as Exhibit 13.1 to this Form 10-K.

Item 7A. Qualitative and Quantitative Disclosure About Market Risk

            The information required by this item is incorporated herein by reference to the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Simon Property's 2006 Annual Report to Stockholders under the caption "Liquidity and Capital Resources — Market Risk," filed as Exhibit 13.1 to this Form 10-K.

Item 8. Financial Statements and Supplementary Data

            Reference is made to the Index to Financial Statements contained in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

            None.

Item 9A. Controls and Procedures

            Evaluation of Disclosure Controls and Procedures.    We carried out an evaluation under the supervision and with participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2006.

            Management's Report on Internal Control over Financial Reporting.    Our management's report on internal control over financial reporting is set forth in our 2006 Annual Report to Stockholders as the last page of Management's Discussion and Analysis of Financial Condition and Results of Operation, filed as Exhibit 13.1 to this Form 10-K and is incorporated herein by reference.

            Changes in Internal Control Over Financial Reporting.    There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the fourth quarter of 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

            None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

            The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A and the information included under the caption "Executive Officers of the Registrants" in Part I hereof.

Item 11. Executive Compensation

            The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

            The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 13. Certain Relationships and Related Transactions and Director Independence

            The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

Item 14. Principal Accountant Fees and Services

            The information required by this item is incorporated herein by reference to Simon Property's definitive Proxy Statement for its 2007 annual meeting of stockholders to be filed with the Commission pursuant to Regulation 14A.

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Part IV

Item 15. Exhibits and Financial Statement Schedules

(1)

Consolidated Financial Statements

            Simon Property Group, Inc. and Subsidiaries' consolidated financial statements and independent registered public accounting firm's reports are included in our 2006 Annual Report to Stockholders, filed as Exhibit 13.1 to this Form 10-K and are incorporated herein by reference.

				Page No.
(2)		Financial Statement Schedule
		Simon Property Group, Inc. and Subsidiaries Schedule III — Schedule of Real Estate and Accumulated Depreciation		54
		Notes to Schedule III		61
(3)		Exhibits
		The Exhibit Index attached hereto is hereby incorporated by reference to this Item.		52

49

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SIGNATURES

            Pursuant to the requirements of Section 13 or 15 (d) 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.

	SIMON PROPERTY GROUP, INC.
	By		/s/  DAVID SIMON       David Simon Chief Executive Officer

February 28, 2007

            Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature		Capacity		Date
/s/  DAVID SIMON       David Simon		Chief Executive Officer and Director (Principal Executive Officer)		February 28, 2007
/s/  HERBERT SIMON       Herbert Simon		Co-Chairman of the Board of Directors		February 28, 2007
/s/  MELVIN SIMON       Melvin Simon		Co-Chairman of the Board of Directors		February 28, 2007
/s/  RICHARD S. SOKOLOV       Richard S. Sokolov		President, Chief Operating Officer and Director		February 28, 2007
/s/  BIRCH BAYH       Birch Bayh		Director		February 28, 2007
/s/  MELVYN E. BERGSTEIN       Melvyn E. Bergstein		Director		February 28, 2007
/s/  LINDA WALKER BYNOE       Linda Walker Bynoe		Director		February 28, 2007
/s/  PIETER S. VAN DEN BERG       Pieter S. van den Berg		Director		February 28, 2007

50

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/s/  REUBEN S. LEIBOWITZ       Reuben S. Leibowitz		Director		February 28, 2007
/s/  FREDRICK W. PETRI       Fredrick W. Petri		Director		February 28, 2007
/s/  J. ALBERT SMITH, JR.       J. Albert Smith, Jr.		Director		February 28, 2007
/s/  KAREN N. HORN       Karen N. Horn		Director		February 28, 2007
/s/  M. DENISE DEBARTOLO YORK       M. Denise DeBartolo York		Director		February 28, 2007
/s/  STEPHEN E. STERRETT       Stephen E. Sterrett		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 28, 2007
/s/  JOHN DAHL       John Dahl		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		February 28, 2007

51

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Exhibits
2		Agreement and Plan of Merger, dated as of June 20, 2004, by and among Simon Property Group, Inc., Simon Property Group, L.P., Simon Acquisition I, LLC, Simon Acquisition II, LLC, Chelsea Property Group, Inc., and CPG Partners, L.P. (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed June 22, 2004).
3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the Registrant on October 9, 1998).
3.2		Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
3.3		Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 of the Registrant's Form 10-Q filed on November 15, 1999).
3.3a		Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 7.00% Series C Cumulative Convertible Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1a of the Registrant's Form 10-Q filed on November 15, 1999).
3.4		Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 of the Registrant's Form 10-Q filed on November 15, 1999).
3.4a		Certificate of Correction Filed to Correct Certain Errors in Certificate of Powers, Designations, Preferences and Rights of the 8.00% Series D Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2a of the Registrant's Form 10-Q filed on November 15, 1999).
3.6		Certificate of Powers, Designations, Preferences and Rights of the 7.89% Series G Cumulative Step-Up Premium Rate Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 filed by the Registrant on May 9, 2001 (Reg. No. 333-60526)).
3.7		Certificate of Powers, Designations, Preferences and Rights of the 6% Series I Convertible Perpetual Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed October 20, 2004).
3.8		Certificate of Powers, Designations, Preferences and Rights of the 83/8% Series J Cumulative Redeemable Preferred Stock, $0.0001 Par Value (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed October 20, 2004).
9.1		Second Amended and Restated Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between Melvin Simon & Associates, Inc., on the one hand and Melvin Simon, Herbert Simon, and David Simon on the other hand (incorporated by reference to Exhibit 9.1 of the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2004).
9.2		Voting Trust Agreement, Voting Agreement and Proxy dated as of March 1, 2004 between David Simon, Melvin Simon and Herbert Simon (incorporated by reference to Exhibit 9.2 of the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2004).
10.1		Credit Agreement, dated as of October 12, 2004, among Simon Property Group, L.P., the Lenders named therein, and the Co-Agents named therein (incorporated by reference to Exhibit 10 of the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2004).
10.2		$3,000,000,000 Credit Agreement, dated as of December 15, 2005, among Simon Property Group, L.P., the Institutions named therein as Lenders and the Institutions named therein as Co-Agents (incorporated by reference to Exhibit 99.2 of Simon Property Group, L.P.'s Current Report on Form 8-K filed on December 20, 2005).
10.3		Form of the Indemnity Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.7 of the Form S-4 filed by the Registrant on August 13, 1998 (Reg. No. 333-61399) ).
10.4		Registration Rights Agreement, dated as of September 24, 1998, by and among the Registrant and the persons named therein. (incorporated by reference to Exhibit 4.4 of the Form 8-K filed by the Registrant on October 9, 1998).
10.5		Registration Rights Agreement, dated as of August 27, 1999 by and among the Registrant and the persons named therein (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed March 24, 2004 (Reg. No. 333-113884)).
10.6		Registration Rights Agreement, dated as of November 14, 1997, by and between O'Connor Retail Partners, L.P. and Simon DeBartolo Group, Inc. (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 filed December 7, 2001 (Reg. No. 333-74722)).
10.7*		Simon Property Group, L.P. 1998 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 5, 2006).
10.8*		Form of Nonqualified Stock Option Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to this same Exhibit number of the 2004 Form 10-K filed by the Registrant).
10.9*		Form of Performance-Based Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan.

52

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10.10*		Form of Non-Employee Director Restricted Stock Award Agreement under the Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to this same Exhibit number of the 2004 Form 10-K filed by the Registrant).
10.11*		Employment Agreement between Richard S. Sokolov, the Registrant, and Simon Property Group Administrative Services Partnership, L.P. Dated March 26, 1996 (incorporated by reference to Exhibit 10.12 of the 2000 Form 10-K filed by the Registrant).
10.12*		Description of Director and Executive Compensation Agreements.
10.16		Voting Agreement dated as of June 20, 2004 among the Registrant, Simon Property Group, L.P., and certain holders of shares of common stock of Chelsea Property Group, Inc. and/or common units of CPG Partners, L.P. (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed June 22, 2004).
12.1		Statement regarding computation of ratios.
13.1		Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements of the Registrant as contained in the Registrant's 2006 Annual Report to Stockholders.
21.1		List of Subsidiaries of the Company.
23.1		Consent of Ernst & Young LLP.
31.1		Certification by the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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*

Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K.

53

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SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

					Initial Cost (Note 3)						Cost Capitalized Subsequent to Acquisition (Note 3)						Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances			Land			Buildings and Improvements			Land			Buildings and Improvements			Land			Buildings and Improvements			Total (1)			Accumulated Depreciation (2)			Date of Construction
Regional Malls
Alton Square, Alton, IL		$	—		$	154		$	7,641		$	—		$	10,733		$	154		$	18,374		$	18,528		$	8,640		1993 (Note 4	)
Anderson Mall, Anderson, SC			28,635			1,712			15,227			1,363			9,753			3,075			24,980			28,055			11,301		1972
Arsenal Mall, Watertown, MA			32,759			15,505			47,680			—			4,000			15,505			51,680			67,185			10,370		1999 (Note 4	)
Bangor Mall, Bangor, ME			22,038			5,478			59,740			—			4,953			5,478			64,693			70,171			10,574		2004 (Note 5	)
Barton Creek Square, Austin, TX			—			2,903			20,929			7,983			56,732			10,886			77,661			88,547			30,532		1981
Battlefield Mall, Springfield, MO			97,839			3,919			27,231			3,225			59,011			7,144			86,242			93,386			36,191		1970
Bay Park Square, Green Bay, WI			—			6,358			25,623			4,133			21,884			10,491			47,507			57,998			14,380		1980
Bowie Town Center, Bowie, MD			—			2,710			65,044			235			4,995			2,945			70,039			72,984			15,244		2001
Boynton Beach Mall, Boynton Beach, FL			—			22,240			78,804			4,636			22,671			26,876			101,475			128,351			26,972		1985
Brea Mall, Brea, CA			—			39,500			209,202			—			19,297			39,500			228,499			267,999			53,969		1998 (Note 4	)
Broadway Square, Tyler, TX			—			11,470			32,431			—			12,750			11,470			45,181			56,651			15,683		1994 (Note 4	)
Brunswick Square, East Brunswick, NJ			85,659			8,436			55,838			—			25,583			8,436			81,421			89,857			25,371		1973
Burlington Mall, Burlington, MA			—			46,600			303,618			—			51,960			46,600			355,578			402,178			74,600		1998 (Note 4	)
Castleton Square, Indianapolis, IN			—			26,250			98,287			7,434			37,437			33,684			135,724			169,408			39,877		1972
Century III Mall, West Mifflin, PA			84,525			17,380			102,364			10			7,932			17,390			110,296			127,686			49,685		1979
Charlottesville Fashion Square, Charlottesville, VA			—			—			54,738			—			12,549			—			67,287			67,287			18,336		1997 (Note 4	)
Chautauqua Mall, Lakewood, NY			—			3,257			9,641			—			15,918			3,257			25,559			28,816			9,125		1971
Chesapeake Square, Chesapeake, VA			72,658			11,534			70,461			—			6,552			11,534			77,013			88,547			28,488		1989
Cielo Vista Mall, El Paso, TX			47,433			867			14,447			608			41,903			1,475			56,350			57,825			24,626		1974
College Mall, Bloomington, IN			43,340			1,003			16,245			722			35,821			1,725			52,066			53,791			20,919		1965
Columbia Center, Kennewick, WA			—			18,285			66,580			—			15,334			18,285			81,914			100,199			22,503		1987
Copley Place, Boston, MA			171,126			147			378,045			—			47,287			147			425,332			425,479			52,662		2002 (Note 4	)
Coral Square, Coral Springs, FL			85,740			13,556			93,630			—			3,594			13,556			97,224			110,780			35,736		1984
Cordova Mall, Pensacola, FL			—			18,626			73,091			7,321			24,542			25,947			97,633			123,580			22,512		1998 (Note 4	)
Cottonwood Mall, Albuquerque, NM			—			10,122			69,958			—			1,721			10,122			71,679			81,801			26,618		1996
Crossroads Mall, Omaha, NE			42,451			639			30,658			409			35,519			1,048			66,177			67,225			22,628		1994 (Note 4	)
Crystal River Mall, Crystal River, FL			15,341			5,661			20,241			—			5,024			5,661			25,265			30,926			7,647		1990
DeSoto Square, Bradenton, FL			64,153			9,011			52,675			—			7,592			9,011			60,267			69,278			18,764		1973
Edison Mall, Fort Myers, FL			—			11,529			107,350			—			22,400			11,529			129,750			141,279			31,249		1997 (Note 4	)
Fashion Mall at Keystone, Indianapolis, IN			57,513			—			120,579			—			34,425			—			155,004			155,004			38,215		1997 (Note 4	)
Firewheel Town Center, Garland, TX			—			11,551			82,627			—			10,227			11,551			92,854			104,405			5,116		2004
Forest Mall, Fond Du Lac, WI			17,000			728			4,491			—			8,082			728			12,573			13,301			6,030		1973
Forum Shops at Caesars, The, Las Vegas, NV			541,935			—			276,378			—			191,380			—			467,758			467,758			76,070		1992

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SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

				Initial Cost (Note 3)				Cost Capitalized Subsequent to Acquisition (Note 3)				Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction
Great Lakes Mall, Mentor, OH		—		12,302		100,362		—		14,777		12,302		115,139		127,441		34,062		1961
Greenwood Park Mall, Greenwood, IN		82,660		2,423		23,445		5,275		78,371		7,698		101,816		109,514		36,796		1979
Gulf View Square, Port Richey, FL		—		13,690		39,991		2,023		18,516		15,713		58,507		74,220		18,331		1980
Haywood Mall, Greenville, SC		—		11,585		133,893		6		18,093		11,591		151,986		163,577		45,600		1998 (Note 4	)
Independence Center, Independence, MO		—		5,042		45,798		—		28,624		5,042		74,422		79,464		24,876		1994 (Note 4	)
Ingram Park Mall, San Antonio, TX		79,499		733		17,163		169		17,617		902		34,780		35,682		17,276		1979
Irving Mall, Irving, TX		—		6,737		17,479		2,533		35,362		9,270		52,841		62,111		28,006		1971
Jefferson Valley Mall, Yorktown Heights, NY		—		4,868		30,304		—		22,380		4,868		52,684		57,552		21,656		1983
Knoxville Center, Knoxville, TN		60,201		5,006		21,617		3,712		34,229		8,718		55,846		64,564		23,340		1984
La Plaza Mall, McAllen, TX		—		1,375		9,828		6,569		34,117		7,944		43,945		51,889		16,827		1976
Lafayette Square, Indianapolis, IN		—		14,251		54,589		50		12,431		14,301		67,020		81,321		34,582		1968
Laguna Hills Mall, Laguna Hills, CA		—		27,928		55,446		—		7,575		27,928		63,021		90,949		17,719		1997 (Note 4	)
Lakeline Mall, Austin, TX		64,999		10,088		81,568		14		2,883		10,102		84,451		94,553		27,834		1995
Lenox Square, Atlanta, GA		—		38,213		492,411		—		40,709		38,213		533,120		571,333		121,013		1998 (Note 4	)
Lima Mall, Lima, OH		—		7,910		35,338		—		8,854		7,910		44,192		52,102		15,760		1965
Lincolnwood Town Center, Lincolnwood, IL		—		7,907		63,480		28		6,759		7,935		70,239		78,174		29,933		1990
Livingston Mall, Livingston, NJ		—		30,200		105,250		—		10,925		30,200		116,175		146,375		28,696		1998 (Note 4	)
Longview Mall, Longview, TX		31,814		259		3,567		124		7,120		383		10,687		11,070		4,796		1978
Mall of Georgia, Mill Creek, GA		191,520		47,492		359,042		—		459		47,492		359,501		406,993		67,521		1999 (Note 5	)
Maplewood Mall, Minneapolis, MN		—		17,119		80,758		—		9,779		17,119		90,537		107,656		14,117		2002 (Note 4	)
Markland Mall, Kokomo, IN		22,509		—		7,568		—		7,891		—		15,459		15,459		7,435		1968
McCain Mall, N. Little Rock, AR		22,148		—		9,515		—		10,255		—		19,770		19,770		13,902		1973
Melbourne Square, Melbourne, FL		—		15,762		55,891		4,160		23,855		19,922		79,746		99,668		20,272		1982
Menlo Park Mall, Edison, NJ		—		65,684		223,252		—		27,208		65,684		250,460		316,144		67,146		1997 (Note 4	)
Midland Park Mall, Midland, TX		32,860		687		9,213		—		10,467		687		19,680		20,367		10,975		1980
Miller Hill Mall, Duluth, MN		—		2,537		18,092		—		21,927		2,537		40,019		42,556		21,647		1973
Montgomery Mall, Montgomeryville, PA		92,508		27,105		86,915		—		2,889		27,105		89,804		116,909		15,896		2004 (Note 5	)
Muncie Mall, Muncie, IN		—		172		5,776		52		26,344		224		32,120		32,344		12,938		1970
Nanuet Mall, Nanuet, NY		—		27,310		162,993		—		3,064		27,310		166,057		193,367		60,797		1998 (Note 4	)
North East Mall, Hurst, TX		—		128		12,966		19,010		142,405		19,138		155,371		174,509		47,806		1971
Northfield Square Mall, Bourbonnais, IL		30,382		362		53,396		—		879		362		54,275		54,637		27,133		2004 (Note 5	)
Northgate Mall, Seattle, WA		—		24,392		115,992		—		56,894		24,392		172,886		197,278		38,071		1987
Northlake Mall, Atlanta, GA		69,450		33,400		98,035		—		3,817		33,400		101,852		135,252		34,147		1998 (Note 4	)
Northwoods Mall, Peoria, IL		—		1,185		12,779		2,451		35,952		3,636		48,731		52,367		23,230		1983
Oak Court Mall, Memphis, TN		—		15,673		57,304		—		7,940		15,673		65,244		80,917		18,163		1997 (Note 4	)
Ocean County Mall, Toms River, NJ		—		20,404		124,945		—		21,436		20,404		146,381		166,785		33,055		1998 (Note 4	)

55

---

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

				Initial Cost (Note 3)				Cost Capitalized Subsequent to Acquisition (Note 3)				Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction
Orange Park Mall, Orange Park, FL		—		12,998		65,121		—		36,972		12,998		102,093		115,091		30,684		1994 (Note 4	)
Orland Square, Orland Park, IL		—		35,514		129,906		—		18,978		35,514		148,884		184,398		40,219		1997 (Note 4	)
Oxford Valley Mall, Langhorne, PA		79,924		24,544		100,287		—		3,637		24,544		103,924		128,468		34,884		2003 (Note 4	)
Paddock Mall, Ocala, FL		—		11,198		39,727		—		8,657		11,198		48,384		59,582		14,057		1980
Palm Beach Mall, West Palm Beach, FL		52,567		11,962		112,437		—		35,228		11,962		147,665		159,627		63,467		1967
Penn Square Mall, Oklahoma City, OK		68,258		2,043		155,958		—		24,824		2,043		180,782		182,825		37,112		2002 (Note 4	)
Pheasant Lane Mall, Nashua, NH		—		3,902		155,068		528		9,048		4,430		164,116		168,546		38,549		2004 (Note 5	)
Phipps Plaza, Atlanta, GA		—		19,200		210,610		—		18,565		19,200		229,175		248,375		54,330		1998 (Note 4	)
Plaza Carolina, Carolina, PR		247,903		15,493		279,560		—		2,285		15,493		281,845		297,338		25,486		2004 (Note 4	)
Port Charlotte Town Center, Port Charlotte, FL		52,007		5,471		58,570		—		13,802		5,471		72,372		77,843		23,149		1989
Prien Lake Mall, Lake Charles, LA		—		1,842		2,813		3,091		38,428		4,933		41,241		46,174		15,262		1972
Raleigh Springs Mall, Memphis, TN		—		9,137		28,604		—		12,369		9,137		40,973		50,110		23,705		1971
Richardson Square Mall, Richardson, TX		—		4,532		6,329		1,268		11,212		5,800		17,541		23,341		11,326		1977
Richmond Town Square, Richmond Heights, OH		46,156		2,600		12,112		—		60,930		2,600		73,042		75,642		29,417		1966
River Oaks Center, Calumet City, IL		—		30,884		101,224		—		8,507		30,884		109,731		140,615		28,895		1997 (Note 4	)
Rockaway Townsquare, Rockaway, NJ		—		44,116		212,257		27		15,575		44,143		227,832		271,975		52,983		1998 (Note 4	)
Rolling Oaks Mall, San Antonio, TX		—		2,141		38,609		—		12,927		2,141		51,536		53,677		22,608		1988
Roosevelt Field, Garden City, NY		—		164,058		702,008		2,117		34,460		166,175		736,468		902,643		170,033		1998 (Note 4	)
Ross Park Mall, Pittsburgh, PA		—		23,541		90,203		—		32,153		23,541		122,356		145,897		42,901		1986
Santa Rosa Plaza, Santa Rosa, CA		—		10,400		87,864		—		7,640		10,400		95,504		105,904		23,156		1998 (Note 4	)
Shops at Mission Viejo, The, Mission Viejo, CA		—		9,139		54,445		7,491		144,257		16,630		198,702		215,332		59,931		1979
South Hills Village, Pittsburgh, PA		—		23,445		125,840		—		14,010		23,445		139,850		163,295		36,241		1997 (Note 4	)
South Shore Plaza, Braintree, MA		—		101,200		301,495		—		31,625		101,200		333,120		434,320		74,602		1998 (Note 4	)
Southern Park Mall, Boardman, OH		—		16,982		77,767		97		21,701		17,079		99,468		116,547		31,938		1970
SouthPark, Charlotte, NC		—		32,141		188,004		100		155,864		32,241		343,868		376,109		47,155		2002 (Note 4	)
St. Charles Towne Center, Waldorf, MD		—		7,710		52,934		1,180		14,875		8,890		67,809		76,699		31,386		1990
Stanford Shopping Center, Palo Alto, CA		220,000		—		339,537		—		2,679		—		342,216		342,216		38,308		2003 (Note 4	)
Summit Mall, Akron, OH		—		15,374		51,137		—		18,762		15,374		69,899		85,273		22,127		1965
Sunland Park Mall, El Paso, TX		35,315		2,896		28,900		—		6,286		2,896		35,186		38,082		17,569		1988
Tacoma Mall, Tacoma, WA		126,763		37,803		125,826		—		28,390		37,803		154,216		192,019		44,934		1987
Tippecanoe Mall, Lafayette, IN		—		2,897		8,439		5,517		42,856		8,414		51,295		59,709		27,966		1973
Town Center at Aurora, Aurora, CO		—		9,959		56,766		6		55,528		9,965		112,294		122,259		24,185		1998 (Note 4	)
Town Center at Boca Raton, Boca Raton, FL		—		64,200		307,279		—		92,668		64,200		399,947		464,147		92,101		1998 (Note 4	)
Towne East Square, Wichita, KS		66,669		8,525		18,479		1,429		29,574		9,954		48,053		58,007		25,101		1975

56

---

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

				Initial Cost (Note 3)				Cost Capitalized Subsequent to Acquisition (Note 3)				Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction
Towne West Square, Wichita, KS		52,039		972		21,203		61		8,012		1,033		29,215		30,248		15,610		1980
Treasure Coast Square, Jensen Beach, FL		—		11,124		72,990		3,067		27,314		14,191		100,304		114,495		28,695		1987
Tyrone Square, St. Petersburg, FL		—		15,638		120,962		—		25,319		15,638		146,281		161,919		42,275		1972
University Mall, Little Rock, AR		—		123		17,411		—		3,227		123		20,638		20,761		12,619		1967
University Mall, Pensacola, FL		—		4,256		26,657		—		4,026		4,256		30,683		34,939		11,896		1994
University Park Mall, Mishawaka, IN		56,825		15,105		61,100		—		23,722		15,105		84,822		99,927		75,952		1996 (Note 4	)
Upper Valley Mall, Springfield, OH		47,904		8,421		38,745		—		3,693		8,421		42,438		50,859		13,343		1979
Valle Vista Mall, Harlingen, TX		29,335		1,398		17,159		372		13,345		1,770		30,504		32,274		14,474		1983
Virginia Center Commons, Glen Allen, VA		—		9,764		50,547		4,149		7,944		13,913		58,491		72,404		20,275		1991
Walt Whitman Mall, Huntington Station, NY		—		51,700		111,258		3,789		36,443		55,489		147,701		203,190		46,484		1998 (Note 4	)
Washington Square, Indianapolis, IN		30,693		16,800		36,495		462		27,233		17,262		63,728		80,990		25,982		1974
West Ridge Mall, Topeka, KS		68,711		5,453		34,132		197		7,387		5,650		41,519		47,169		18,890		1988
Westminster Mall, Westminster, CA		—		43,464		84,709		—		17,362		43,464		102,071		145,535		24,684		1998 (Note 4	)
White Oaks Mall, Springfield, IL		50,000		3,024		35,692		2,413		33,189		5,437		68,881		74,318		23,218		1977
Wolfchase Galleria, Memphis, TN		70,716		16,274		128,276		—		7,973		16,274		136,249		152,523		35,316		2002 (Note 4	)
Woodland Hills Mall, Tulsa, OK		81,587		34,211		187,123		—		3,081		34,211		190,204		224,415		32,076		2004 (Note 5	)
Premium Outlet Centers
Albertville Premium Outlets, Albertville, MN		—		3,900		97,059		—		1,922		3,900		98,981		102,881		11,222		2004 (Note 4	)
Allen Premium Outlets, Allen, TX		—		13,855		43,687		97		18,884		13,952		62,571		76,523		7,293		2004 (Note 4	)
Aurora Farms Premium Outlets, Aurora, OH		—		2,370		24,326		—		1,676		2,370		26,002		28,372		7,113		2004 (Note 4	)
Camarillo Premium Outlets, Camarillo, CA		—		16,670		224,721		—		2,108		16,670		226,829		243,499		20,356		2004 (Note 4	)
Carlsbad Premium Outlets, Carlsbad, CA		—		12,890		184,990		96		683		12,986		185,673		198,659		16,781		2004 (Note 4	)
Carolina Premium Outlets, Smithfield, NC		20,231		3,170		59,863		—		1,049		3,170		60,912		64,082		8,798		2004 (Note 4	)
Chicago Premium Outlets, Aurora, IL		—		659		118,005		7,903		15,073		8,562		133,078		141,640		13,067		2004 (Note 4	)
Clinton Crossings Premium Outlets, Clinton, CT		—		2,060		107,557		32		1,218		2,092		108,775		110,867		11,797		2004 (Note 4	)
Columbia Gorge Premium Outlets, Troutdale, OR		—		7,900		16,492		—		789		7,900		17,281		25,181		4,143		2004 (Note 4	)
Desert Hills Premium Outlets, Cabazon, CA		—		3,440		338,679		—		213		3,440		338,892		342,332		26,998		2004 (Note 4	)
Edinburgh Premium Outlets, Edinburgh, IN		—		2,857		47,309		—		9,949		2,857		57,258		60,115		7,533		2004 (Note 4	)
Folsom Premium Outlets, Folsom, CA		—		9,060		50,281		—		1,666		9,060		51,947		61,007		8,254		2004 (Note 4	)
Gilroy Premium Outlets, Gilroy, CA		64,144		9,630		194,122		—		2,095		9,630		196,217		205,847		20,762		2004 (Note 4	)
Jackson Premium Outlets, Jackson, NJ		—		6,413		104,013		3		2,084		6,416		106,097		112,513		8,423		2004 (Note 4	)
Johnson Creek Premium Outlets, Johnson Creek, WI		—		2,800		39,546		—		2,217		2,800		41,763		44,563		3,489		2004 (Note 4	)
Kittery Premium Outlets, Kittery, ME		10,619		957		60,522		—		593		957		61,115		62,072		5,947		2004 (Note 4	)
Las Vegas Outlet Center, Las Vegas, NV		—		13,085		160,777		—		1,367		13,085		162,144		175,229		10,770		2004 (Note 4	)
Las Vegas Premium Outlets, Las Vegas, NV		—		25,435		134,973		—		21,228		25,435		156,201		181,636		14,205		2004 (Note 4	)

57

---

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

				Initial Cost (Note 3)				Cost Capitalized Subsequent to Acquisition (Note 3)				Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction
Leesburg Corner Premium Outlets, Leesburg, VA		—		7,190		162,023		—		2,402		7,190		164,425		171,615		18,136		2004 (Note 4	)
Liberty Village Premium Outlets, Flemington, NJ		—		5,670		28,904		—		1,121		5,670		30,025		35,695		5,561		2004 (Note 4	)
Lighthouse Place Premium Outlets, Michigan City, IN		44,261		6,630		94,138		—		1,868		6,630		96,006		102,636		14,236		2004 (Note 4	)
Napa Premium Outlets, Napa, CA		—		11,400		45,023		—		643		11,400		45,666		57,066		5,151		2004 (Note 4	)
North Georgia Premium Outlets, Dawsonville, GA		—		4,300		132,325		—		1,482		4,300		133,807		138,107		15,177		2004 (Note 4	)
Orlando Premium Outlets, Orlando, FL		—		14,040		304,410		15,855		1,014		29,895		305,424		335,319		22,829		2004 (Note 4	)
Osage Beach Premium Outlets, Osage Beach, MO		—		9,460		85,804		3		1,470		9,463		87,274		96,737		11,115		2004 (Note 4	)
Petaluma Village Premium Outlets, Petaluma, CA		—		13,322		14,067		—		1,582		13,322		15,649		28,971		3,830		2004 (Note 4	)
Rio Grande Valley Premium Outlets, Mercedes, TX		—		12,693		41,547		—		—		12,693		41,547		54,240		251		2005
Round Rock Premium Outlets, Round Rock, TX		—		22,911		82,252		—		—		22,911		82,252		105,163		1,043		2005
Seattle Premium Outlets, Seattle, WA		—		13,557		103,722		—		2,765		13,557		106,487		120,044		7,257		2004 (Note 4	)
St. Augustine Premium Outlets, St. Augustine, FL		—		6,090		57,670		2		4,562		6,092		62,232		68,324		7,766		2004 (Note 4	)
The Crossings Premium Outlets, Tannersville, PA		56,707		7,720		172,931		—		7,381		7,720		180,312		188,032		15,661		2004 (Note 4	)
Vacaville Premium Outlets, Vacaville, CA		—		9,420		84,856		—		1,875		9,420		86,731		96,151		12,436		2004 (Note 4	)
Waikele Premium Outlets, Waipahu, HI		—		22,630		77,316		—		974		22,630		78,290		100,920		8,782		2004 (Note 4	)
Waterloo Premium Outlets, Waterloo, NY		35,649		3,230		75,277		—		4,963		3,230		80,240		83,470		10,803		2004 (Note 4	)
Woodbury Common Premium Outlets, Central Valley, NY		—		11,110		862,557		—		3,154		11,110		865,711		876,821		67,497		2004 (Note 4	)
Wrentham Village Premium Outlets, Wrentham, MA		—		4,900		282,031		—		2,399		4,900		284,430		289,330		26,646		2004 (Note 4	)
Community/Lifestyle Centers
Arboretum at Great Hills, Austin, TX		—		7,640		36,774		71		7,497		7,711		44,271		51,982		10,612		1998 (Note 4	)
Bloomingdale Court, Bloomingdale, IL		27,532		8,748		26,184		—		9,152		8,748		35,336		44,084		12,988		1987
Boardman Plaza, Youngstown, OH		23,598		7,265		22,007		—		12,525		7,265		34,532		41,797		12,120		1951
Brightwood Plaza, Indianapolis, IN		—		65		128		—		337		65		465		530		275		1965
Celina Plaza, El Paso, TX		—		138		815		—		110		138		925		1,063		514		1978
Charles Towne Square, Charleston, SC		—		—		1,768		370		10,636		370		12,404		12,774		4,835		1976
Chesapeake Center, Chesapeake, VA		—		5,352		12,279		—		358		5,352		12,637		17,989		3,776		1989

58

---

SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

				Initial Cost (Note 3)				Cost Capitalized Subsequent to Acquisition (Note 3)				Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances		Land		Buildings and Improvements		Land		Buildings and Improvements		Land		Buildings and Improvements		Total (1)		Accumulated Depreciation (2)		Date of Construction
Countryside Plaza, Countryside, IL		—		332		8,507		2,554		8,167		2,886		16,674		19,560		5,591		1977
Dare Centre, Kill Devil Hills, NC		1,684		—		5,702		—		111		—		5,813		5,813		384		2004 (Note 4	)
DeKalb Plaza, King of Prussia, PA		3,301		1,955		3,405		—		898		1,955		4,303		6,258		1,122		2003 (Note 4	)
Eastland Plaza, Tulsa, OK		—		651		3,680		—		85		651		3,765		4,416		2,333		1986
Forest Plaza, Rockford, IL		15,101		4,132		16,818		453		2,318		4,585		19,136		23,721		7,130		1985
Gateway Shopping Centers, Austin, TX		87,000		24,549		81,437		—		7,084		24,549		88,521		113,070		10,160		2004 (Note 4	)
Great Lakes Plaza, Mentor, OH		—		1,028		2,025		—		3,643		1,028		5,668		6,696		2,413		1976
Greenwood Plus, Greenwood, IN		—		1,131		1,792		—		3,735		1,131		5,527		6,658		2,308		1979
Griffith Park Plaza, Griffith, IN		—		—		2,412		1,504		567		1,504		2,979		4,483		2,254		1979
Henderson Square, King of Prussia, PA		15,063		4,223		15,124		—		132		4,223		15,256		19,479		1,863		2003 (Note 4	)
Highland Lakes Center, Orlando, FL		15,670		7,138		25,284		—		1,361		7,138		26,645		33,783		9,617		1991
Ingram Plaza, San Antonio, TX		—		421		1,802		4		57		425		1,859		2,284		1,079		1980
Keystone Shoppes, Indianapolis, IN		—		—		4,232		—		947		—		5,179		5,179		1,374		1997 (Note 4	)
Knoxville Commons, Knoxville, TN		—		3,731		5,345		—		1,738		3,731		7,083		10,814		3,906		1987
Lake Plaza, Waukegan, IL		—		2,487		6,420		—		974		2,487		7,394		9,881		2,780		1986
Lake View Plaza, Orland Park, IL		20,073		4,775		17,543		—		11,066		4,775		28,609		33,384		9,724		1986
Lakeline Plaza, Austin, TX		22,008		5,822		30,875		—		7,140		5,822		38,015		43,837		10,899		1998
Lima Center, Lima, OH		—		1,808		5,151		—		6,753		1,808		11,904		13,712		3,098		1978
Lincoln Crossing, O'Fallon, IL		3,038		674		2,192		—		562		674		2,754		3,428		975		1990
Lincoln Plaza, King of Prussia, PA		—		—		21,299		—		800		—		22,099		22,099		6,498		2003 (Note 4	)
MacGregor Village, Cary, NC		6,775		557		8,897		—		258		557		9,155		9,712		713		2004 (Note 4	)
Mall of Georgia Crossing, Mill Creek, GA		—		9,506		32,892		—		111		9,506		33,003		42,509		8,049		2004 (Note 5	)
Markland Plaza, Kokomo, IN		—		206		738		—		6,205		206		6,943		7,149		1,790		1974
Martinsville Plaza, Martinsville, VA		—		—		584		—		328		—		912		912		680		1967
Matteson Plaza, Matteson, IL		8,840		1,771		9,737		—		2,323		1,771		12,060		13,831		5,168		1988
Muncie Plaza, Muncie, IN		7,643		267		10,509		87		663		354		11,172		11,526		3,184		1998
New Castle Plaza, New Castle, IN		—		128		1,621		—		1,435		128		3,056		3,184		1,637		1966
North Ridge Plaza, Joliet, IL		—		2,831		7,699		—		1,671		2,831		9,370		12,201		3,565		1985
North Ridge Shopping Center, Raleigh, NC		8,275		462		12,838		—		348		462		13,186		13,648		910		2004 (Note 4	)
Northwood Plaza, Fort Wayne, IN		—		148		1,414		—		1,367		148		2,781		2,929		1,503		1974
Park Plaza, Hopkinsville, KY		—		300		1,572		—		225		300		1,797		2,097		1,577		1968
Regency Plaza, St. Charles, MO		4,143		616		4,963		—		507		616		5,470		6,086		1,925		1988
Rockaway Convenience Center, Rockaway, NJ		—		5,149		26,435		—		6,297		5,149		32,732		37,881		5,131		1998 (Note 4	)
Rockaway Town Plaza, Rockaway, NJ		—		—		15,295		—		1,044		—		16,339		16,339		835		2004
Shops at Arbor Walk, Austin, TX		—		930		42,546		—		—		930		42,546		43,476		58		2006

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SCHEDULE III

Simon Property Group, Inc. and Subsidiaries
Real Estate and Accumulated Depreciation
December 31, 2006
(Dollars in thousands)

					Initial Cost (Note 3)					Cost Capitalized Subsequent to Acquisition (Note 3)						Gross Amounts At Which Carried At Close of Period
Name, Location		Encumbrances			Land		Buildings and Improvements			Land			Buildings and Improvements			Land			Buildings and Improvements			Total (1)			Accumulated Depreciation (2)			Date of Construction
Shops at North East Mall, The, Hurst, TX			—		12,541			28,177			402			5,316			12,943			33,493			46,436			10,832		1999
St. Charles Towne Plaza, Waldorf, MD			26,518		8,377			18,993			—			2,300			8,377			21,293			29,670			8,264		1987
Teal Plaza, Lafayette, IN			—		99			878			—			2,956			99			3,834			3,933			1,739		1962
Terrace at the Florida Mall, Orlando, FL			—		2,150			7,623			—			4,050			2,150			11,673			13,823			2,884		1989
Tippecanoe Plaza, Lafayette, IN			—		—			745			234			4,992			234			5,737			5,971			2,646		1974
University Center, Mishawaka, IN			—		2,388			5,214			—			3,013			2,388			8,227			10,615			7,004		1980
Washington Plaza, Indianapolis, IN			—		941			1,697			—			308			941			2,005			2,946			2,487		1976
Waterford Lakes Town Center, Orlando, FL			—		8,679			72,836			—			12,807			8,679			85,643			94,322			24,347		1999
West Ridge Plaza, Topeka, KS			5,342		1,376			4,560			—			1,570			1,376			6,130			7,506			2,399		1988
White Oaks Plaza, Springfield, IL			16,298		3,169			14,267			—			944			3,169			15,211			18,380			5,585		1986
Wolf Ranch, Georgetown, TX			—		22,118			51,509			—			491			22,118			52,000			74,118			2,811		2004
Other Properties
Crossville Outlet Center, Crossville, TN			—		263			4,380			—			120			263			4,500			4,763			353		2004 (Note 4	)
Factory Merchants Branson, Branson, MO			—		1,383			19,637			1			682			1,384			20,319			21,703			1,870		2004 (Note 4	)
Factory Shoppes at Branson Meadows, Branson, MO			9,409		—			5,206			—			39			—			5,245			5,245			360		2004 (Note 4	)
Factory Stores of America — Boaz, AL			2,752		—			924			—			1			—			925			925			54		2004 (Note 4	)
Factory Stores of America — Georgetown, KY			6,521		148			3,610			—			25			148			3,635			3,783			233		2004 (Note 4	)
Factory Stores of America — Graceville, FL			1,937		12			408			—			36			12			444			456			26		2004 (Note 4	)
Factory Stores of America — Lebanon, MO			1,628		24			214			—			4			24			218			242			20		2004 (Note 4	)
Factory Stores of America — Nebraska City, NE			1,529		26			566			—			—			26			566			592			41		2004 (Note 4	)
Factory Stores of America — Story City, IA			1,891		7			526			—			—			7			526			533			33		2004 (Note 4	)
Factory Stores of North Bend, North Bend, WA			—		2,143			36,197			—			492			2,143			36,689			38,832			2,734		2004 (Note 4	)
Development Projects
Domain, The, Austin, TX			—		39,504			138,302			—			—			39,504			138,302			177,806			—		2005
Palms Crossing, McAllen, TX			—		16,436			8,291			—			—			16,436			8,291			24,727			—		2006
Pier Park, Panama City Beach, FL			—		28,432			20,407			—			—			28,432			20,407			48,839			—		2006
Philadelphia Premium Outlets, Limerick, PA			—		16,549			17,053			—			—			16,549			17,053			33,602			—		2006
Other pre-development costs			—		54,322			37,175			—			—			54,322			37,175			91,497			—
Other			—		5,172			67,915			665			2,184			5,837			70,099			75,936			4,452
		$	4,349,247		2,499,253		$	16,707,854		$	151,952		$	3,285,240		$	2,651,205		$	19,993,094		$	22,644,299		$	4,479,198

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Simon Property Group, Inc. and Subsidiaries
Notes to Schedule III as of December 31, 2006
(Dollars in thousands)

(1)    Reconciliation of Real Estate Properties:

            The changes in real estate assets for the years ended December 31, 2006, 2005, and 2004 are as follows:

            The unaudited aggregate cost of real estate assets for federal income tax purposes as of December 31, 2006 was $14,516,444.

(2)    Reconciliation of Accumulated Depreciation:

            The changes in accumulated depreciation and amortization for the years ended December 31, 2006, 2005, and 2004 are as follows:

            Depreciation of Simon Property's investment in buildings and improvements reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows:

•

Buildings and Improvements — typically 10-40 years for the structure, 15 years for landscaping and parking lot, and 10 years for HVAC equipment.

•

Tenant Allowances and Improvements — shorter of lease term or useful life.

(3)

Initial cost generally represents net book value at December 20, 1993, except for acquired properties and new developments after December 20, 1993. Initial cost also includes any new developments that are opened during the current year. Costs of disposals of property are first reflected as a reduction to cost capitalized subsequent to acquisition.

(4)

Not developed/constructed by Simon Property or its predecessors. The date of construction represents acquisition date.

(5)

Property initial cost for these properties is the cost at the date of consolidation for properties previously accounted for under the equity method of accounting. Accumulated depreciation amounts for properties consolidated which were previously accounted for under the equity method of accounting include the minority interest holders' portion of accumulated depreciation.

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QuickLinks

TABLE OF CONTENTS
Part I
Item 1. Business

Item 1A. Risk Factors

Mortgage and Other Debt on Portfolio Properties As of December 31, 2006 (Dollars in thousands)
Mortgage and Other Debt on Portfolio Properties and Investments in Real Estate As of December 31, 2006 (Dollars in thousands)

Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

Part II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Qualitative and Quantitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information

Part III

Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accountant Fees and Services

Part IV

Item 15. Exhibits and Financial Statement Schedules

SIGNATURES