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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, 1998
Commission file number 333-11491
SIMON PROPERTY GROUP, L.P.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1755769
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
115 West Washington Street
Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-1600
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
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 [X] NO [ ]
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. N/A
Documents Incorporated By Reference
Portions of Simon Property Group, Inc.'s Proxy Statement in connection with its
Annual Meeting of Shareholders are incorporated by reference in Part III.
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1
SIMON PROPERTY GROUP, L.P.
Annual Report on Form 10-K
December 31, 1998
TABLE OF CONTENTS
Item No. Page No.
- -------- --------
Part I
1. Business.............................................................. 4
2. Properties............................................................ 9
3. Legal Proceedings..................................................... 34
4. Submission of Matters to a Vote of Security Holders................... 35
Part II
5. Market for the Registrant and Related Unitholders Matters............. 36
6. Selected Financial Data............................................... 37
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................. 38
7A. Quantitative and Qualitative Disclosure About Market Risk............. 50
8. Financial Statements and Supplementary Data........................... 50
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................ 50
Part III
10. Directors and Executive Officers of the Registrant.................... 51
11. Executive Compensation................................................ 51
12. Security Ownership of Certain Beneficial Owners and Management........ 51
13. Certain Relationships and Related Transactions........................ 51
Part IV
14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K..... 52
2
Part I
Item 1. Business
Background
Simon Property Group, L.P. (the "SPG Operating Partnership"), a Delaware
limited partnership, is a majority owned subsidiary of Simon Property Group Inc.
("SPG"), a Delaware corporation, formerly known as Simon DeBartolo Group, Inc.
SPG is a self-administered and self-managed real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Each
share of common stock of SPG is paired with a beneficial interest in 1/100th of
a share of common stock of SPG Realty Consultants, Inc., also a Delaware
corporation. ("SRC" and together with SPG, the "Companies"). Units of
partnership interests ("Units") in the SPG Operating Partnership are paired with
a beneficial interest in 1/100th of a Unit in SPG Realty Consultants, L.P. (the
"SRC Operating Partnership" and together with the SPG Operating Partnership, the
"Operating Partnerships"). The SRC Operating Partnership is the primary
subsidiary of SRC.
The SPG Operating Partnership, is engaged primarily in the ownership,
operation, management, leasing, acquisition, expansion and development of real
estate properties, primarily regional malls and community shopping centers. As
of December 31, 1998, the SPG Operating Partnership owned or held an interest in
240 income-producing properties, which consist of 152 regional malls, 77
community shopping centers, three specialty retail centers, five office and
mixed-use properties and three value-oriented super-regional malls in 35 states
(the "Properties"). The SPG Operating Partnership also owned interests in one
regional mall, one value-oriented super-regional mall, one specialty center and
three community centers currently under construction and eleven parcels of land
held for future development (collectively, the "Development Properties", and
together with the Properties, the "Portfolio Properties"). At December 31, 1998
and 1997, the Companies' direct and indirect ownership interests in the
Operating Partnerships were 71.6% and 63.9%, respectively. The SPG Operating
Partnership also holds substantially all of the economic interest in M.S.
Management Associates, Inc. (the "Management Company"). The Management Company
manages Properties generally not wholly-owned by the SPG Operating Partnership
and certain other properties, and also engages in certain property development
activities. The SPG Operating Partnership also holds substantially all of the
economic interest in, and the Management Company holds substantially all of the
voting stock of, DeBartolo Properties Management, Inc. ("DPMI"), which provides
architectural, design, construction and other services to substantially all of
the Portfolio Properties, as well as certain other regional malls and community
shopping centers owned by third parties.
The CPI Merger
For financial reporting purposes, as of the close of business on September
24, 1998, pursuant to the Agreement and Plan of Merger dated February 18, 1998,
Simon DeBartolo Group, Inc. ("SDG"), Corporate Property Investors, Inc. ("CPI"),
and Corporate Realty Consultants, Inc ("CRC") combined their business operations
(the "CPI Merger"). Pursuant to the terms of the CPI Merger, SPG Merger Sub,
Inc., a substantially wholly-owned subsidiary of CPI, merged with and into SDG
with SDG continuing as the surviving company. SDG became a majority-owned
subsidiary of CPI. The outstanding shares of common stock of SDG were exchanged
for a like number of shares of CPI. Beneficial interests in CRC were acquired
for $14 million in order to pair the common stock of CPI with 1/100th of a share
of common stock of CRC, the paired share affiliate.
Immediately prior to the consummation of the CPI Merger, the holders of CPI
common stock were paid a merger dividend consisting of (i) $90 in cash, (ii)
1.0818 additional shares of CPI common stock and (iii) 0.19 shares of 6.50%
Series B convertible preferred stock of CPI per share of CPI common stock.
Immediately prior to the CPI Merger, there were 25,496,476 shares of CPI common
stock outstanding. The aggregate value associated with the completion of the CPI
Merger was approximately $5.9 billion including transaction costs and
liabilities assumed.
In connection with the CPI Merger, CPI was renamed "Simon Property Group,
Inc.". CRC was renamed "SPG Realty Consultants, Inc.". In addition SDG and SDG,
LP were renamed "SPG Properties, Inc.", and "Simon Property Group, L.P.",
respectively.
Upon completion of the CPI Merger, SPG transferred substantially all of the
CPI assets acquired, which consisted primarily of 23 regional malls, one
community center, two office buildings and one regional mall under construction
(other than one regional mall, Ocean County Mall, and certain net leased
properties valued at approximately $153 million) and
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liabilities assumed (except that SPG remains a co-obligor with respect to the
Merger Facility (see Note 9 to the financial statements)) of approximately $2.3
billion to the SPG Operating Partnership or one or more subsidiaries of the SPG
Operating Partnership in exchange for 47,790,550 Units and 5,053,580 preferred
Units in the SPG Operating Partnership. The preferred partnership interests
carry substantially the same economic terms and equal the number of preferred
shares issued and outstanding as a direct result of the CPI Merger.
For additional information concerning the CPI Merger, please see Note 3 to
the financial statements.
The DRC Merger
On August 9, 1996, the national shopping center business of DeBartolo
Realty Corporation ("DRC") was acquired for an aggregate value of $3.0 billion
(the "DRC Merger"). The acquired portfolio consisted of 49 regional malls, 11
community centers and 1 mixed-use Property. These Properties included 47,052,267
square feet of retail space gross leasable area ("GLA") and 558,636 of office
GLA. Pursuant to the DRC Merger, SPG issued a total of 37,873,965 shares of
common stock to the DRC shareholders. DRC became a 99.9% subsidiary of the SPG.
SPG changed its name to "Simon DeBartolo Group, Inc." In addition, the
Management Company purchased from The Edward J. DeBartolo Corporation all of the
voting stock of DPMI, for $2.5 million in cash.
For additional information concerning the DRC Merger, please see Note 4 to
the financial statements.
General
As of December 31, 1998, the SPG Operating Partnership owned or held
interests in a diversified portfolio of 240 income-producing Properties,
including 152 regional malls, 77 community shopping centers, three specialty
retail centers, five office and mixed-use properties and three value-oriented
super-regional malls located in 35 states. Regional malls (including specialty
retail centers, and retail space in the mixed-use Properties), community centers
and the remaining portfolio comprised 90.3%, 6.0%, and 3.7%, respectively of
total consolidated rent revenues and tenant reimbursements in 1998. The value-
oriented super-regional malls are not included in consolidated rent revenues and
tenant reimbursements as they are all accounted for using the equity method of
accounting. The Properties contain an aggregate of approximately 164.9 million
square feet of GLA, of which 97.4 million square feet is owned by the SPG
Operating Partnership ("Owned GLA"). More than 4,400 different retailers occupy
more than 18,300 stores in the Properties. Total estimated retail sales at the
Properties exceeded $31 billion in 1998.
Operating Strategies
The SPG Operating Partnership's primary business objectives are to increase
per Unit cash generated from operations and the value of the Portfolio
Properties and operations. The SPG Operating Partnership plans to achieve these
objectives through a variety of methods discussed below, although no assurance
can be made that such objectives will be achieved.
Leasing. The SPG Operating Partnership pursues an active leasing strategy,
which includes aggressively marketing available space; renewing existing
leases at higher base rents per square foot; and continuing to sign leases
that provide for percentage rents and/or regular or periodic fixed
contractual increases in base rents.
Management. Drawing upon the expertise gained through management of a
geographically diverse portfolio nationally recognized as high quality
retail and mixed-use Properties, the SPG Operating Partnership seeks to
maximize cash flow through a combination of an active merchandising program
to maintain its shopping centers as inviting shopping destinations,
continuation of its successful efforts to minimize overhead and operating
costs, coordinated marketing and promotional activities directed towards
establishing and maintaining customer loyalty, and systematic planning and
monitoring of results.
Acquisitions. The SPG Operating Partnership intends to selectively acquire
individual properties and portfolios of properties that meet its investment
criteria as opportunities arise. Management believes that consolidation
will continue to occur within the shopping center industry, creating
opportunities for the SPG Operating Partnership to acquire additional
portfolios of shopping centers and increase operating profit margins.
Management also believes that its extensive experience in the shopping
center business, access to capital markets, national operating scope,
familiarity with real estate markets and advanced management systems will
allow it to evaluate and execute
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acquisitions competitively. Additionally, the SPG Operating Partnership may
be able to acquire properties on a tax- advantaged basis for the
transferors.
Development. The SPG Operating Partnership's focus is to selectively
develop new properties in major metropolitan areas that exhibit strong
population and economic growth. During 1998, the SPG Operating Partnership
opened two new community shopping centers. In March of 1998, the SPG
Operating Partnership opened the approximately $13.3 million Muncie Plaza
in Muncie, Indiana. The SPG Operating Partnership owns 100% of this 196,000
square-foot community center. In addition, phase I of the approximately
$34.0 million Lakeline Plaza opened in April 1998 in Austin, Texas. Phase
II of this 360,000 square-foot community center is scheduled to open in
1999. Each of these new community centers is adjacent to an existing
regional mall property. In addition, The Shops at Sunset Place, a
destination-oriented retail and entertainment project containing
approximately 510,000 square feet of GLA opened in January of 1999 in South
Miami, Florida. The SPG Operating Partnership owns a noncontrolling 37.5%
of this specialty retail center.
Construction also continues on the following projects, which have an
aggregate construction cost of approximately $620 million, the SPG Operating
Partnership's share of which is approximately $347 million:
o Concord Mills, a 37.5%-owned value-oriented super regional mall
project, containing approximately 1.4 million square feet of GLA, is
scheduled to open in September of 1999 in Concord (Charlotte), North
Carolina.
o The Mall of Georgia, an approximately 1.5 million square foot regional
mall project, is scheduled to open in August of 1999. Adjacent to the
regional mall, The Mall of Georgia Crossing is an approximately
444,000 square-foot community shopping center project, which is
scheduled to open in October of 1999. Simon Group has a noncontrolling
50% ownership interest in each of these development projects.
o In addition to Mall of Georgia Crossing, two other new community
center projects are under construction: The Shops at North East Plaza
and Waterford Lakes at a combined 1,243,000 square feet of GLA.
The SPG Operating Partnership also has direct or indirect interests in
eleven other parcels of land being held for future development in nine
states totaling approximately 904 acres. Management believes the SPG
Operating Partnership is well positioned to pursue future development
opportunities as conditions warrant.
Strategic Expansions and Renovations. A key objective of the SPG Operating
Partnership is to increase the profitability and market share of the
Properties through the completion of strategic renovations and expansions.
In 1998, the SPG Operating Partnership completed construction and opened
nine new expansion and/or renovation projects: Aventura Mall in Miami,
Florida; Castleton Square in Indianapolis, Indiana; Independence Center in
Independence, Missouri; Irving Mall in Irving, Texas; Prien Lake Mall in
Lake Charles, Louisiana; Richardson Square in Dallas, Texas; Tyrone Square
in St. Petersburg, Florida; Walt Whitman Mall in Huntington, New York; and
West Town Mall in Knoxville, Tennessee.
The SPG Operating Partnership has a number of renovation and/or expansion
projects currently under construction, or in preconstruction development.
The SPG Operating Partnership expects to commence construction on many of
these projects in the next 12 to 24 months.
Competition
The SPG Operating Partnership believes that it has a competitive advantage
in the retail real estate business as a result of (i) its use of innovative
retailing concepts, (ii) its management and operational expertise, (iii) its
extensive experience and relationship with retailers and lenders, (iv) the size,
quality and diversity of its Properties and (v) the mall marketing initiatives
of Simon Brand Ventures, which the SPG Operating Partnership believes is the
world's largest and most sophisticated mall marketing initiative. Management
believes that the Properties are the largest, as measured by GLA, of any
publicly traded REIT, with more regional malls than any other publicly traded
REIT. For these reasons, management believes the SPG Operating Partnership to be
the leader in the industry.
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All of the Portfolio Properties are located in developed areas. With
respect to certain of such properties, there are other properties of the same
type within the market area. The existence of competitive properties could have
a material effect on the SPG Operating Partnership's ability to lease space and
on the level of rents the SPG Operating Partnership can obtain.
There are numerous commercial developers, real estate companies and other
owners of real estate that compete with the SPG Operating Partnership in its
trade areas. This results in competition for both acquisition of prime sites
(including land for development and operating properties) and for tenants to
occupy the space that the SPG Operating Partnership and its competitors develop
and manage.
Environmental Matters
General Compliance. Management believes that the Portfolio Properties are
in compliance, in all material respects, with all Federal, state and local
environmental laws, ordinances and regulations regarding hazardous or toxic
substances (see Item 3. Legal Proceedings). Nearly all of the Portfolio
Properties have been subjected to Phase I or similar environmental audits (which
generally involve only a review of records and visual inspection of the property
without soil sampling or ground water analysis) by independent environmental
consultants. The Phase I environmental audits are intended to discover
information regarding, and to evaluate the environmental condition of, the
surveyed properties and surrounding properties. The environmental audits have
not revealed, nor is management aware of, any environmental liability that
management believes will have a material adverse effect on the SPG Operating
Partnership. No assurance can be given that existing environmental studies with
respect to the Portfolio Properties reveal all potential environmental
liabilities; that any previous owner, occupant or tenant of a Portfolio Property
did not create any material environmental condition not known to management;
that the current environmental condition of the Portfolio Properties will not be
affected by tenants and occupants, by the condition of nearby properties, or by
unrelated third parties; or that future uses or condition (including, without
limitation, changes in applicable environmental laws and regulations or the
interpretation thereof) will not result in imposition of additional
environmental liability.
Asbestos-Containing Materials. Asbestos-containing materials are present in
most of the Properties, primarily in the form of vinyl asbestos tile, mastics
and roofing materials, which are generally in good condition. Fireproofing and
insulation containing asbestos is also present in certain Properties in limited
concentrations or in limited areas. The presence of such asbestos-containing
materials does not violate currently applicable laws. Asbestos-containing
materials will be removed by the SPG Operating Partnership in the ordinary
course of any renovation, reconstruction and expansion, and in connection with
the retenanting of space.
Underground Storage Tanks. Several of the Portfolio Properties contain or
at one time contained, underground storage tanks used to store waste oils or
other petroleum products primarily related to auto services center
establishments or emergency electrical generation equipment. All such tanks have
been or are being removed, upgraded or abandoned in place in accordance with
applicable environmental laws. Site assessments have revealed certain soil and
groundwater contamination associated with such tanks at some of these
Properties. Subsurface investigations (Phase II assessments) and remediation
activities are either ongoing or scheduled to be conducted at such Properties.
The cost of remediation with respect to such matters have not been and are not
expected to be material.
Properties to be Developed or Acquired. Land being held for shopping mall
development or that may be acquired for development may contain residues or
debris associated with the use of the land by prior owners or third parties. In
certain instances, such residues or debris could be or contain hazardous wastes
or hazardous substances. Prior to exercising any option to acquire any of the
optioned properties, the SPG Operating Partnership will conduct environmental
due diligence consistent with past practice.
Employees
The SPG Operating Partnership and its affiliates employ approximately,
6,300 persons at various centers and offices throughout the United States.
Approximately 935 of such employees are located at the SPG Operating
Partnership's headquarters in Indianapolis, Indiana, and approximately 1,075 of
all employees are part-time.
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Insurance
The SPG Operating Partnership has comprehensive liability, fire, flood,
extended coverage and rental loss insurance with respect to its Properties.
Management believes that such insurance provides adequate coverage.
Corporate Headquarters
The SPG Operating Partnership's executive offices are located at National
City Center, 115 West Washington Street, Indianapolis, Indiana 46204, and its
telephone number is (317) 636-1600.
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Executive Officers of the Registrant
The following table sets forth certain information with respect to the
executive officers of SPG, which is the managing general partner of the SPG
Operating Partnership, as of December 31, 1998.
Name Age Position
---- --- --------
Melvin Simon (1) 72 Co-Chairman
Herbert Simon (1) 64 Co-Chairman
David Simon (1) 37 Chief Executive Officer
Hans C. Mautner 60 Vice Chairman
Richard S. Sokolov 49 President and Chief Operating Officer
Randolph L. Foxworthy 54 Executive Vice President - Corporate
Development
William J. Garvey 59 Executive Vice President - Property
Development
James A. Napoli 52 Executive Vice President - Leasing
John R. Neutzling 46 Executive Vice President -
Property Management
James M. Barkley 47 General Counsel; Secretary
Stephen E. Sterrett 43 Treasurer
John Rulli 42 Senior Vice President - Human Resources &
Corporate Operations
James R. Giuliano, III 41 Senior Vice President
(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 SPG. The executive officers of SPG serve at the pleasure of the
Board of Directors and have served in such capacities since the formation of SPG
in 1993, with the exception of Mr. Mautner, who has held his office since the
CPI Merger and Mr. Sokolov and Mr. Giuliano who have held their offices since
the DRC Merger. For biographical information of Melvin Simon, Herbert Simon,
David Simon, Hans C. Mautner, and Richard Sokolov, see Item 10 of this report.
Mr. Foxworthy is the Executive Vice President - Corporate Development of
SPG. Mr. Foxworthy joined Melvin Simon & Associates, Inc. ("MSA") in 1980 and
has been an Executive Vice President in charge of Corporate Development of MSA
since 1986 and has held the same position with SPG since its formation in 1993.
Mr. Garvey is the Executive Vice President - Property Development of SPG.
Mr. Garvey, who was Executive Vice President and Director of Development at MSA,
joined MSA in 1979 and held various positions with MSA.
Mr. Napoli is the Executive Vice President - Leasing of SPG. Mr. Napoli
also served as Executive Vice President and Director of Leasing of MSA, which he
joined in 1989.
Mr. Neutzling is the Executive Vice President - Property Management of SPG.
Mr. Neutzling has also been an Executive Vice President of MSA since 1992
overseeing all property and asset management functions. He joined MSA in 1974
and has held various positions with MSA.
Mr. Barkley serves as SPG's General Counsel and Secretary. Mr. Barkley
holds the same position for MSA. He joined MSA in 1978 as Assistant General
Counsel for Development Activity.
Mr. Sterrett serves as SPG's Treasurer. He joined MSA in 1989 and has held
various positions with MSA.
Mr. Rulli holds the position of Senior Vice President - Human Resources and
Corporate Operations. He joined MSA in 1988 and has held various positions with
MSA.
Mr. Giuliano has served as Senior Vice President since the DRC Merger. He
joined DRC in 1993, where he served as Senior Vice President and Chief Financial
Officer up to the DRC Merger.
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Item 2. Properties
Portfolio Properties
The Properties primarily consist of two types: regional malls and community
shopping centers. Regional malls contain two or more anchors and a wide variety
of smaller stores ("Mall" stores) located in enclosed malls connecting the
anchors. Additional stores ("Freestanding" stores) are usually located along the
perimeter of the parking area. The 152 regional malls in the Properties range in
size from approximately 200,000 to 2.2 million square feet of GLA, with all but
three regional malls over 400,000 square feet. These regional malls contain in
the aggregate nearly 16,000 occupied stores, including over 600 anchors which
are mostly national retailers. As of December 31, 1998, regional malls
(including specialty retail centers, and retail space in the mixed-use
Properties) represented 85.0% of total GLA, 79.9% of Owned GLA and 85.8% of
total annualized base rent of the Properties.
Community shopping centers are generally unenclosed and smaller than
regional malls. Most of the 77 community shopping centers in the Properties
range in size from approximately 100,000 to 400,000 square feet of GLA.
Community shopping centers generally are of two types: (i) traditional community
centers, which focus primarily on value-oriented and convenience goods and
services, are usually anchored by a supermarket, drugstore or discount retailer
and are designed to service a neighborhood area; and (ii) power centers, which
are designed to serve a larger trade area and contain at least two anchors that
are usually national retailers among the leaders in their markets and occupy
more than 70% of the GLA in the center. As of December 31, 1998, community
shopping centers represented 11.1% of total GLA, 13.7% of Owned GLA and 6.6% of
the total annualized base rent of the Properties.
The SPG Operating Partnership also has an interest in three specialty
retail centers, five office and mixed-use Properties and three value-oriented
super-regional malls. The specialty retail centers contain approximately 763,000
square feet of GLA and do not have anchors; instead, they feature retailers and
entertainment facilities in a distinctive shopping environment and location. The
five office and mixed-use Properties range in size from approximately 350,000 to
1,033,000 square feet of GLA. Two of these Properties are regional malls with
connected office buildings, two are located in mixed-use developments and
contain primarily office space and one is solely office space. The value-
oriented super-regional malls are each joint venture partnerships ranging in
size from approximately 1.2 million to 1.3 million square feet of GLA. These
include Arizona Mills, Grapevine Mills and Ontario Mills. These Properties
combine retail outlets, manufacturers' off-price stores and other value-oriented
tenants. As of December 31, 1998, value-oriented super-regional malls
represented 2.3% of total GLA, 3.7% of Owned GLA and 4.1% of the total
annualized base rent of the Properties.
As of December 31, 1998, approximately 89.9% of the Mall and Freestanding
Owned GLA in regional malls, specialty retail centers and the retail space in
the mixed use Properties was leased, approximately 98.2% of the Owned GLA in the
value-oriented super-regional malls was leased, and approximately 91.4% of Owned
GLA in the community shopping centers was leased.
Of the 240 Properties, 172 are owned 100% by the SPG Operating Partnership
and the remainder are held as joint venture interests. The SPG Operating
Partnership is the managing or co-managing general partner of all but eight of
the Properties held as joint venture interests.
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ADDITIONAL INFORMATION
The following table sets forth certain information, as of December 31,
1998, regarding the Properties:
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
1. Alton Square Fee 100.0 Acquired 1993 641,409 Famous Barr, JCPenney,
Alton, IL Sears
2. Amigoland Mall Fee 100.0 Built 1974 558,622 Beall's, Dillard's, JCPenney,
Brownsville, TX Montgomery Ward
3. Anderson Mall Fee 100.0 Built 1972 637,924 Gallant Belk, JCPenney,
Anderson, SC Sears, Uptons, United Artists
Theatre
4. Aurora Mall Ground Lease 100.0 Acquired 999,932 JCPenney, Foley's (3), Sears
Aurora, CO (2009) 1998
5. Aventura Mall (4) Fee 33.3 Built 1983 1,551,190 AMC Theatre, Bloomingdales,
Miami, FL Burdines (5), JCPenney, Lord
& Taylor, Macy's, Sears
6. Avenues, The Fee 25.0 Built 1990 1,112,206 Belk, Dillard's,
Jacksonville, FL Sears, Parisian, JCPenney
7. Barton Creek Square Fee 100.0 Built 1981 1,369,938 Dillard's (3), Foley's,
Austin, TX General Cinema, JCPenney,
Sears, Montgomery Ward
8. Battlefield Mall Fee and Ground 100.0 Built 1970 1,198,759 Dillard's, Famous Barr,
Springfield, MO Lease (2056) Montgomery Ward, Sears,
JCPenney
9. Bay Park Square Fee 100.0 Built 1980 642,639 Kohl's, Montgomery Ward,
Green Bay, WI Shopko, Elder-Beerman, Marcus
Cinema
10. Bergen Mall Fee and Ground 100.0 Acquired 922,432 Value City, Stern's,
Paramus, NJ Lease (6) (2061) 1987 Marshall's, Off 5th-Saks
Fifth Avenue Outlet
11. Biltmore Square Fee (7) 66.7 Built 1989 494,548 Belk, Dillard's, Proffitt's,
Asheville, NC Goody's
12. Boynton Beach Mall Fee 100.0 Built 1985 1,064,137 Burdines, Macy's, Sears,
Boynton Beach, FL Dillard's (3) (5), JCPenney
13. Brea Mall Fee 100.0 Acquired 1,302,126 JCPenney, Robinsons-May,
Brea, CA 1998 Nordstrom, Sears, Macy's
14. Broadway Square Fee 100.0 Acquired 1994 571,430 Dillard's, JCPenney, Sears
Tyler, TX
15. Brunswick Square Fee 100.0 Built 1973 734,639 Barnes & Noble (5), Brunswick
East Brunswick, NJ Square Movies,
Macy's, JCPenney
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The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
16. Burlington Mall Ground Lease 100.0 Acquired 1,252,109 Lord & Taylor, Filene's,
Burlington, MA (2048) 1998 Macy's, Sears
17. Castleton Square Fee 100.0 Built 1972 1,390,085 Galyan's, LS Ayres,
Indianapolis, IN Lazarus, JCPenney, Sears,
Von Maur
18. Century III Mall Fee (8) 50.0 Built 1979 1,286,753 Lazarus, Kaufmann's,
Pittsburgh, PA JCPenney, Sears, T.J. Maxx,
Wickes Furniture
19. Charlottesville Fashion Ground Lease 100.0 Acquired 573,619 Belk (5), JCPenney, Sears
Square (2076) 1997
Charlottesville, VA
20. Chautauqua Mall Fee 100.0 Built 1971 435,790 The Bon Ton , Sears,
Jamestown, NY JCPenney, Office Max
21. Cheltenham Square Fee 100.0 Built 1981 633,073 Burlington Coat Factory,
Philadelphia, PA United Artists Theatre, Home
Depot, Value City, Seaman's
Furniture, Shop Rite
22. Chesapeake Square Fee and Ground (7) 75.0 Built 1989 704,511 Dillard's (3), JCPenney,
Chesapeake, VA Lease (2062) Sears, Montgomery Ward,
Hecht's (5)
23. Cielo Vista Mall Fee and Ground 100.0 Built 1974 1,192,002 Dillard's (3), JCPenney,
El Paso, TX Lease (9) (2027) Montgomery Ward,
Sears
24. Circle Centre Property Lease 14.7 Built 1995 800,929 Nordstrom, Parisian,
Indianapolis, IN (2097) United Artists Theatre,
Gameworks
25. College Mall Fee and Ground 100.0 Built 1965 708,151 JCPenney, Lazarus,
Bloomington, IN Lease (9) (2048) L.S. Ayres, Sears, Target
26. Columbia Center Fee 100.0 Acquired 1987 772,583 Barnes & Noble,
Kennewick, WA The Bon Marche, Eastgate
Theatre, Lamonts, JCPenney,
Sears
27. Coral Square Fee 50.0 Built 1984 944,466 Burdines (3), Dillard's,
Coral Springs, FL JCPenney, Sears
28. Cordova Mall Fee 100.0 Acquired 841,398 Montgomery Ward, Parisian,
Pensecola, FL 1998 Dillard's (3)
29. Cottonwood Mall Fee 100.0 Built 1996 1,044,369 Dillard's, Foley's,
Albuquerque, NM JCPenney, Mervyn's,
Montgomery Ward,
United Artists Theatre
30. Crossroads Mall Fee 100.0 Acquired 1994 871,764 Dillard's, Sears,
Omaha, NE Younkers, Barnes & Noble
31. Crystal Mall (4) Fee 50.0 Acquired 785,365 JCPenney, Filene's, Sears,
Waterford, CT 1998 Macy's
32. Crystal River Mall Fee 100.0 Built 1990 426,124 Belk, Kmart, JCPenney, Regal
Crystal River, FL Cinema, Sears
11
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
33. Dadeland Mall Fee 50.0 Acquired 1,405,693 Burdine's, Burdine's Home
Miami, FL 1997 Gallery, JCPenney, Limited,
Lord & Taylor, Saks Fifth
Avenue
34. DeSoto Square Fee 100.0 Built 1973 687,156 Burdines, JCPenney,
Bradenton, FL Sears, Dillard's, Regal Cinema
35. Eastern Hills Mall Fee 100.0 Built 1971 997,664 Sears, The Bon Ton,
Buffalo, NY JCPenney, Kaufmann's,
Burlington Coat Factory
36. Eastland Mall Fee 50.0 Acquired 911,838 JC Penney, De Jong's, Famous
Evansville, IN 1998 Barr, Lazarus
37. Eastland Mall Fee 100.0 Built 1986 706,617 Dillard's, Hollywood Cinema,
Tulsa, OK JCPenney, Mervyn's,
Service Merchandise
38. Edison Mall Fee 100.0 Acquired 1997 986,971 Burdines (3), Dillard's,
Fort Meyers, FL JCPenney, Sears
39. Empire Mall (4) Fee 50.0 Acquired 1,051,421 JCPenney, Younkers, Sears,
Sioux Falls, SD 1998 Daytons, (10)
40. Fashion Mall at Keystone Ground Lease (2067) 100.0 Acquired 1997 651,671 Jacobsons, Parisian
at the Crossing, The
Indianapolis, IN
41. Florida Mall, The Fee 50.0 Built 1986 1,119,813 Burdines (5), Dillard's,
Orlando, FL JCPenney, Parisian,
Saks Fifth Avenue, Sears
42. Forest Mall Fee 100.0 Built 1973 483,695 JCPenney, Kohl's,
Fond Du Lac, WI Younkers, Sears, Staples
43. Forest Village Park Mall Fee 100.0 Built 1980 418,354 JCPenney, Kmart
Forestville, MD
44. Fremont Mall Fee 100.0 Built 1966 199,710 1/2 Price Store, JCPenney
Fremont, NE
45. Golden Ring Mall Fee 100.0 Built 1974 719,733 Caldor (11), Hecht's,
Baltimore, MD Montgomery Ward,
United Artists
46. Granite Run Mall Fee 50.0 Acquired 1,034,479 Boscovs, AMC Theatre,
Media, PA 1998 JCPenney, Sears
47. Great Lakes Mall Fee 100.0 Built 1961 1,294,950 Dillard's (3), Regal Cinema,
Cleveland, OH Kaufmann's,
JCPenney, Sears
48. Greenwood Park Fee 100.0 Acquired 1979 1,278,298 JCPenney, JCPenney Home
Mall Store, Lazarus, L.S. Ayres,
Greenwood, IN Sears, Service Merchandise,
Von Maur
49. Gulf View Square Fee 100.0 Built 1980 802,938 Burdines, Dillard's,
Port Richey, FL Montgomery Ward,
JCPenney, Sears
12
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
50. Gwinnett Place Fee 50.0 Acquired 1,246,457 Parisian, Macy's, JCPenney,
Duluth, GA 1998 Rich's, Sears
51. Haywood Mall Fee 50.0 Acquired 1,243,472 Belk Simpson, JCPenney,
Greensville, SC 1998 Rich's, Sears, Dillard's
52. Heritage Park Mall Fee 100.0 Built 1978 637,356 Dillard's, Sears,
Midwest City, OK Montgomery Ward,
Service Merchandise
53. Highland Mall (4) Fee 50.0 Acquired 1,097,785 Dillard's (3), Foley's,
Austin, TX 1998 JCPenney
54. Hutchinson Mall Fee 100.0 Built 1985 525,661 Cinema 8, Dillard's, JCPenney,
Hutchinson, KS Sears, Hobby Lobby
55. Independence Center Fee 100.0 Acquired 1994 1,025,758 The Jones Store Co.,
Independence, MO Dillard's, Sears
56. Indian River Mall Fee 50.0 Built 1996 747,919 AMC Theatre, Burdines, Sears,
Vero Beach, FL JCPenney, Dillard's
57. Ingram Park Mall Fee 100.0 Built 1979 1,131,616 Dillard's (3), Foley's,
San Antonio, TX JCPenney, Sears, Beall's
58. Irving Mall Fee 100.0 Built 1971 1,098,560 Barnes & Noble, Dillard's,
Irving, TX Foley's, General Cinema,
JCPenney, Mervyn's, Sears,
59. Jefferson Valley Mall Fee 100.0 Built 1983 589,444 Macy's, Sears,
Yorktown Heights, NY Service Merchandise, United
Artist Theatre
60. Knoxville Center Fee 100.0 Built 1984 990,092 Dillard's, JCPenney,
Knoxville, TN Proffitt's, Regal Cinema,
Sears, Service Merchandise
61. La Plaza Fee and Ground 100.0 Built 1976 989,322 Dillard's, JCPenney, Beall's,
McAllen, TX Lease (6) (2040) Foley's, Sears,
Service Merchandise,
Joe Brand-Lady Brand
62. Lafayette Square Fee 100.0 Built 1968 1,226,227 JCPenney, LS Ayres, Sears,
Indianapolis, IN Lazarus, Waccamaw, Burlington
Coat Factory (5)
63. Laguna Hills Mall Fee 100.0 Acquired 1997 868,731 JCPenney,
Laguna Hills, CA Macy's, Sears
64. Lake Square Mall Fee 50.0 Acquired 560,671 AMC 6 Theatres, JCPenney,
Leesburg, FL 1998 Sears, Belk, Target
65. Lakeland Square Fee 50.0 Built 1988 899,350 Belk, Burdines,
Lakeland, FL Dillard's (3),
JCPenney, Sears
66. Lakeline Mall Fee (12) 85.0 Built 1995 1,102,847 Dillard's, Foley's, Sears,
N. Austin, TX JCPenney, Mervyn's, Regal
Cinema
67. Lenox Square Fee 100.0 Acquired 1,426,493 Neiman Marcus, Macy's,
Atlanta, GA 1998 Rich's, United Artists
Theatres
13
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
68. Lima Mall Fee 100.0 Built 1965 752,802 Elder-Beerman, Sears,
Lima, OH Lazarus, JCPenney
69. Lincolnwood Town Center Fee 100.0 Built 1990 441,131 Carson Pirie Scott,
Lincolnwood, IL JCPenney
70. Lindale Mall (4) Fee 50.0 Acquired 693,660 Younkers, Von Maur, Sears
Cedar Rapids, IA 1998
71. Livingston Mall Fee 100.0 Acuired 985,659 Macy's, Sears, Lord & Taylor
Livingston, NJ 1998
72. Longview Mall Fee 100.0 Built 1978 616,608 Dillard's (3), JCPenney,
Longview, TX Sears, Service Merchandise,
Beall's
73. Machesney Park Mall Fee 100.0 Built 1979 556,093 Bergners, JCPenney,
Rockford, IL Kerasotes Theatre, Kohl's,
Seventh Avenue Direct
74. Markland Mall Ground Lease 100.0 Built 1968 390,901 Lazarus, Sears,
Kokomo, IN (2041) Target
75. McCain Mall Ground Lease (13) 100.0 Built 1973 776,508 Dillard's, JCPenney,
N. Little Rock, AR (2032) M.M. Cohn, Sears
76. Melbourne Square Fee 100.0 Built 1982 737,526 Belk, Burdines,
Melbourne, FL Dillard's (3), JCPenney
77. Memorial Mall Fee 100.0 Built 1969 416,698 JCPenney, Kohl's,
Sheboygan, WI Sears
78. Menlo Park Mall Fee 100.0 Acquired 1997 1,299,492 Macy's, Nordstrom,
Edison, NJ (14) Cineplex Odeon
79. Mesa Mall (4) Fee 50.0 Acquired 850,571 Sears, Herberger's, JCPenney,
Grand Junction, CO 1998 Target, Mervyn's
80. Metrocenter (4) Fee 50.0 Acquired 1,303,516 Macy's, Dillard's,
Phoenix, AZ 1998 Robinsons-May, JCPenney, Sears
81. Miami Fee 60.0 Built 1982 972,340 Burdines (3), Sears,
International Mall Dillard's, JCPenney
Miami, FL
82. Midland Park Mall Fee 100.0 Built 1980 616,336 Dillard's (3), JCPenney,
Midland, TX Sears, Beall's
83. Miller Hill Mall Fee 100.0 Built 1973 800,808 JCPenney, Montgomery Ward,
Duluth, MN Sears, Younkers
84. Mission Viejo Mall Fee 100.0 Built 1979 818,315 Macy's,
Mission Viejo, CA Robinsons - May (3),
Nordstrom (5), Saks Fifth
Avenue (5)
14
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
85. Mounds Mall Ground Lease 100.0 Built 1965 407,673 Elder-Beerman, JCPenney,
Anderson, IN (2033) Sears
86. Muncie Mall Fee 100.0 Built 1970 656,715 JCPenney, L.S. Ayres,
Muncie, IN Sears, Elder Beerman (3)
87. Nanuet Mall Fee 100.0 Acquired 913,844 Stern's, Macy's, Sears
Nanuet, NY 1998
88. North East Mall Fee 100.0 Built 1971 1,141,429 Dillard's (3), JCPenney,
Hurst, TX Montgomery Ward, Sears,
Nordstrom (5), Saks Fifth
Avenue (5)
89. North Towne Square Fee 100.0 Built 1980 751,605 Lion, Montgomery Ward, (10)
Toledo, OH
90. Northfield Square Fee (7) 31.6 Built 1990 558,737 Cinemark Movies 10, Carson
Bradley, IL Pirie Scott (3) (5),
JCPenney, Sears
91. Northgate Mall Fee 100.0 Acquired 1987 1,104,888 The Bon Marche, Lamonts,
Seattle, WA (15) Nordstrom, JCPenney
92. Northlake Mall Fee 100.0 Acquired 962,397 JCPenney, Parisian, Macy's,
Atlanta, GA 1998 Sears
93. Northwoods Mall Fee 100.0 Acquired 1983 667,561 Famous Barr, JCPenney,
Peoria, IL Sears
94. Northpark Mall Fee 50.0 Acquired 1,057,383 Von Maur, Younkers,
Davenport, IA 1998 Montgomery Ward, JCPenney,
Sears
95. Oak Court Mall Fee 100.0 Acquired 1997 842,406 Dillard's (3), Goldsmith's
Memphis, TN (16)
96. Orange Park Mall Fee 100.0 Acquired 1994 924,893 AMC 24 Theatre, Belk,
Jacksonville, FL Dillard's, JCPenney, Sears
97. Orland Square Fee 100.0 Acquired 1997 1,224,891 Carson Pirie Scott, JCPenney,
Orland Park, IL Marshall Field, Plitt
Theatres, Sears
98. Paddock Mall Fee 100.0 Built 1980 559,552 Belk, Burdines,
Ocala, FL JCPenney, Sears
99. Palm Beach Mall Fee 100.0 Built 1967 1,024,470 Dillard's (5), JCPenney,
West Palm Beach, FL Sears, Lord & Taylor, Burdines
100. Phipps Plaza Fee 100.0 Acquired 820,654 AMC Theatres, Lord & Taylor,
Atlanta, GA 1998 Parisian, Saks Fifth Avenue
101. Port Charlotte Ground Lease (7) 80.0 Built 1989 716,208 Burdines, Dillard's,
Town Center (2064) Montgomery Ward,
Port Charlotte, FL JCPenney, Regal Cinema (5),
Sears
15
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
102. Prien Lake Mall Fee and Ground 100.0 Built 1972 814,516 Dillards, JCPenney,
Lake Charles, LA Lease (6) (2025) Montgomery Ward,
Sears, The White House
103. Raleigh Springs Mall Fee and Ground 100.0 Built 1979 907,220 Dillard's, Goldsmith's,
Memphis, TN Lease (6) (2018) JCPenney, Sears
104. Randall Park Mall Fee 100.0 Built 1976 1,580,786 Dillard's, Kaufmann's,
Cleveland, OH Casa LaSalle, JCPenney, Magic
Johnson Theatres (5), Sears,
Burlington Coat Factory
105. Richardson Square Fee 100.0 Built 1977 746,569 Barnes & Noble, Dillard's,
Dallas, TX Ross Dress for Less, Sears,
Stein Mart, Montgomery Ward
106. Richmond Town Square Fee 100.0 Built 1966 1,004,897 JCPenney, Kaufmann's, Sears,
Cleveland, OH Sony Theatres (5)
107. Richmond Square Fee 100.0 Built 1966 385,326 Dillard's, JCPenney,
Richmond, IN Sears, Office Max
108. River Oaks Center Fee 100.0 Acquired 1997 1,336,138 Carson Pirie Scott,
Calumet City, IL (17) Cineplex Odeon, JCPenney,
Marshall Field, Sears
109. Rockaway Townsquare Fee 100.0 Acquired 1,238,788 Lord & Taylor, JCPenney,
Rockaway, NJ 1998 Macy's, Sears
110. Rolling Oaks Mall Fee 100.0 Built 1988 757,972 Dillard's, Foley's,
North San Antonio, TX Sears, Regal Cinema
111. Roosevelt Field Mall Fee 100.0 Acquired 2,176,161 Bloomingdale's, JCPenney,
Garden City, NY 1998 Nordstrom, Macy's, Stern's
112. Ross Park Mall Fee 100.0 Built 1986 1,275,231 Lazarus, JCPenney,
Pittsburgh, PA Kaufmann's, Sears,
Service Merchandise
113. Rushmore Mall (4) Fee 50.0 Acquired 836,409 JCPenney, Herberger's, Sears,
Rapid City, SD 1998 Target, (10)
114. Santa Rosa Plaza Fee 100.0 Acquired 698,363 Macy's, Mervyn's, Sears
Santa Rosa, CA 1998
115. St. Charles Towne Center Fee 100.0 Built 1990 1,053,318 Cineplex Odeon, Hecht's,
Waldorf, MD JCPenney,
Kohl's, Sears,
Montgomery Ward,
116. Seminole Towne Fee 45.0 Built 1995 1,153,793 Burdines, Dillard's,
Center JCPenney, Parisian, Sears
Sanford, FL United Artists
117. Smith Haven Mall Fee 25.0 Acquired 1995 1,343,321 Sterns, Macy's,
Lake Grove, NY Sears, JCPenney, Cineplex
Odeon
118. Source, The Fee 25.0 Built 1997 730,177 ABC Home, Circuit City,
Long Island, NY Fortunoff, Loehmann's,
Nordstrom Rack, Off 5th- Saks
Fifth Avenue, Old Navy,
Virgin Megastore
119. South Hills Village Fee 100.0 Acquired 1997 1,118,773 Carmike Cinemas, Kaufmann's,
Pittsburgh, PA Lazarus,
Sears
120. South Park Mall Fee 100.0 Built 1975 857,610 Burlington Coat Factory,
Shreveport, LA Dillard's, JCPenney,
Montgomery Ward,
Regal Cinema, Stage
16
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
121. South Shore Plaza Fee 100.0 Acquired 1,447,783 Macy's, Filene's, Lord &
Braintree, MA 1998 Taylor, Sears
122. Southern Hills Mall (4) Fee 50.0 Acquired 752,588 Carmike Cinemas, Younkers,
Sioux City, IA 1998 Sears, Target
123. Southern Park Mall Fee 100.0 Built 1970 1,209,407 Dillard's, Kaufmann's,
Youngstown, OH JCPenney, Sears, Tinseltown
USA
124. Southgate Mall Fee 100.0 Acquired 1988 321,417 Sears, Dillard's, JCPenney,
Yuma, AZ (10)
125. SouthPark Mall Fee 50.0 Acquired 1,034,182 JCPenney, Montgomery Ward,
Moline, IL 1998 Younkers, Sears, Von Maur
126. SouthRidge Mall (4) Fee 50.0 Acquired 998,176 Carmike Cinemas, Sears,
Des Moines, IA 1998 Younkers, JCPenney, Target,
Montgomery Ward
127. Summit Mall Fee 100.0 Built 1965 711,802 Dillard's (3), Kaufmann's
Akron, OH
128. Sunland Park Mall Fee 100.0 Built 1988 920,590 General Cinemas, JCPenney,
El Paso, TX Mervyn's, Sears, Dillard's,
Montgomery Ward
129. Tacoma Mall Fee 100.0 Acquired 1,285,895 The Bon Marche, Sears,
Tacoma, WA 1987 Nordstrom, JCPenney,
Mervyn's, Plitt Theatres
130. Tippecanoe Mall Fee 100.0 Built 1973 867,668 Kohl's, Lazarus, Sears,
Lafayette, IN L.S. Ayres, JCPenney
131. Town Center at Boca Raton Fee 100.0 Acquired 1,326,957 Lord & Taylor, Saks Fifth
Boca Raton, FL 1998 Avenue (5), Bloomingdale's,
Burdines, Sears
132. Town Center at Cobb Fee 50.0 Acquired 1,271,583 Parisian, Macy's, Sears,
Atlanta, GA 1998 JCPenney, Rich's
133. Towne East Square Fee 100.0 Built 1975 1,148,628 Dillard's, Hollywood Cinema,
Wichita, KS JCPenney,
Sears, Service Merchandise
134. Towne West Square Fee 100.0 Built 1980 964,774 Dillard's, Sears, JCPenney,
Wichita, KS Montgomery Ward,
Service Merchandise
17
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
135. Treasure Coast Square Fee 100.0 Built 1987 884,818 Burdines, Dillard's (3),
Jenson Beach, FL Sears,
JCPenney, United Artists
Theatre
136. Tyrone Square Fee 100.0 Built 1972 1,098,715 Borders (5), Burdines,
St. Petersburg, FL Dillard's, JCPenney, Sears,
AMC Theatre
137. University Mall Ground Lease (18) 100.0 Built 1967 565,331 JCPenney, M.M. Cohn,
Little Rock, AR (2026) Montgomery Ward
138. University Mall Fee 100.0 Acquired 1994 711,279 McRae's, JCPenney,
Pensacola, FL Sears, United Artists
139. University Park Mall Fee 60.0 Built 1979 942,289 LS Ayres, JCPenney, Sears,
South Bend, IN Marshall Fields
140. Upper Valley Mall Fee 100.0 Built 1971 751,233 Lazarus, JCPenney,
Springfield, OH Sears, Elder-Beerman,
Chakeres Theatres
141. Valle Vista Mall Fee 100.0 Built 1983 655,724 Dillard's, Mervyn's,
Harlingen, TX Sears, JCPenney, Marshalls,
Beall's
142. Valley Mall Fee 50.0 Acquired 482,341 JCPenney, Belk, Watsons,
Harrisonburg, VA 1998 Wal-Mart
143. Virginia Center Fee 100.0 Built 1991 791,099 Dillard's (3), Hecht's,
Commons JCPenney, Sears
Richmond, VA
144. Walt Whitman Mall Ground Rent 98.0 Acquired 920,519 Lord & Taylor, Macy's,
Huntington Station, NY (2012) 1998 Bloomingdale's, Saks Fifth
Avenue (5)
145. Washington Square Fee 100.0 Built 1974 1,010,542 L.S. Ayres, Lazarus,
Indianapolis, IN Target (5), JCPenney, Sears
146. West Ridge Mall Fee 100.0 Built 1988 1,040,372 Dillard's, JCPenney,
Topeka, KS (19) Jones, Sears, Montgomery Ward
147. West Town Mall Ground Lease 50.0 Acquired 1991 1,337,566 Dillard's, JCPenney,
Knoxville, TN (2042) Parisian, Proffitt's,
Regal Cinema, Sears
148. Westchester, The (20) Fee 50.0 Acquired 829,053 Neiman Marcus, Nordstrom
White Plains, NY 1997
149. Westminster Mall Fee 100.0 Acquired 1,091,488 Robinsons-May Home Store,
Westminster, CA 1998 JCPenney, Robinsons-May, Sears
150. White Oaks Mall Fee 77.0 Built 1977 902,880 Bergner's, Famous Barr,
Springfield, IL Montgomery Ward, Sears
151. Windsor Park Mall Fee 100.0 Built 1976 1,095,229 Dillard's (3), JCPenney,
San Antonio, TX Mervyn's, Beall's,
Montgomery Ward, Regal Cinema
18
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
152. Woodville Mall Fee 100.0 Built 1969 792,915 Andersons, Sears,
Toledo, OH Elder-Beerman, (10)
VALUE-ORIENTED REGIONAL MALLS
1. Arizona Mills (4) Fee 26.3 Built 1997 1,191,437 Burlington Coat Factory,
Tempe, AZ Harkins Theater, Mikasa,
Oshman's Supersport,
Off 5th- Saks Fifth Avenue
Outlet, JCPenney Outlet,
Mikasa, Rainforest Cafe,
GameWorks, Hi Health, Linens
`N Things
2. Grapevine Mills (4) Fee 37.5 Built 1997 1,240,781 Books-A-Million,
Grapevine (Dallas/Ft. Burlington Coat Factory,
Worth), TX Off 5th- Saks Fifth Avenue
Outlet, JCPenney Outlet,
Rainforest Cafe, Group USA,
Bed, Bath & Beyond,
AMC Theatres, GameWorks,
American Wilderness (5)
3. Ontario Mills (4) Fee 25.0 Built 1996 1,345,096 AMC Theatres, JCPenney
Ontario, CA Outlet, Burlington Coat
Factory, Marshall's, Sports
Authority, Dave & Busters,
Group USA, IWERKS,
American Wilderness
Experience, T.J. Maxx,
Foozles, Totally for Kids,
Bed, Bath & Beyond,
Off Rodeo,
Mikasa, Virgin Megastore,
GameWorks,
Off 5th-Saks Fifth Avenue
Outlet
SPECIALTY RETAIL CENTERS
1. Forum Shops at Ground Lease (2050) (21) Built 1992 479,756 -
Caesars, The
Las Vegas, NV
2. Tower Shops, The Space Lease (2051) 50.0 Built 1996 59,082 -
Las Vegas, NV
3. Trolley Square Fee and Ground 90.0 Acquired 1986 224,260 -
Salt Lake City, UT Lease (22)
19
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
OFFICE AND MIXED-USE PROPERTIES
1. Fashion Centre at Fee 21.0 Built 1989 988,786 Sony Theatres, Macy's,
Pentagon City, The (23) Nordstrom
Arlington, VA
2. Lenox Building, The Fee 100.0 Acquired 1998 348,152 -
Atlanta, GA
3. New Orleans Fee and Ground 100.0 Built 1988 1,032,755 Macy's,
Centre/CNG Tower Lease (2084) (24) Lord & Taylor
New Orleans, LA
4. O'Hare International Fee 100.0 Built 1988 511,305 -
Center (25)
Rosemont, IL
5. Riverway Fee 100.0 Acquired 816,770 -
Rosemont, IL 1991 (26)
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
COMMUNITY SHOPPING CENTERS
1. Arboretum, The Fee 90.0 Acquired 210,400 Barnes & Noble, The Arbor
Austin, TX 1998 Theater, The Pottery Barn
2. Arvada Plaza Fee 100.0 Built 1966 96,831 King Soopers
Arvada, CO
3. Aurora Plaza Ground Lease 100.0 Built 1965 150,209 King Soopers,
Aurora, CO (2058) MacFrugel's Bargains,
Super Saver Cinema
4. Bloomingdale Fee 100.0 Built 1987 598,531 Best Buy, T.J. Maxx N More,
Court Cineplex Odeon,
Bloomingdale, IL Frank's Nursery, Marshalls,
Office Max, Old Navy,
Service Merchandise,
Wal-Mart, Dress Barn
5. Boardman Plaza Fee 100.0 Built 1951 650,812 AMES, Burlington Coat
Youngstown, OH Factory, Dunham's Sporting
Goods, Giant Eagle,
Michael's, Stein Mart,
T.J. Maxx, Reyers Outlet
6. Bridgeview Court Fee 100.0 Built 1988 280,299 Dominick's (11)
Bridgeview, IL
7. Brightwood Plaza Fee 100.0 Built 1965 41,893
Indianapolis, IN
20
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
8. Buffalo Grove Towne Center Fee 100.0 Built 1988 134,144 Buffalo Grove Theatres
Buffalo Grove, IL Eagle Country Market
9. Celina Plaza Fee and Ground 100.0 Built 1978 32,622 General Cinema
El Paso, TX Lease (27) (2027)
10. Century Mall (28) Fee 100.0 Acquired 1982 415,245 Burlington Coat Factory,
Merrillville, IN Montgomery Ward
11. Charles Towne Square Fee 100.0 Built 1976 205,399 Montgomery Ward,
Charleston, SC (29) Regal Cinema
12. Chesapeake Center Fee 100.0 Built 1989 305,904 Movies 10, Phar Mor,
Chesapeake, VA K-Mart, Service Merchandise
13. Cobblestone Court Fee and Ground 35.0 Built 1993 265,603 Dick's Sporting Goods,
Victor, NY Lease (9) (2038) Kmart, Office Max
14. Cohoes Commons Fee and Ground 100.0 Built 1984 262,768 Bryant & Stratton
Rochester, NY Lease (6) (2032) Business Institute, (10),
(11)
15. Countryside Plaza Fee and Ground 100.0 Built 1977 435,532 Best Buy, Builders Square,
Countryside, IL Lease (9) (2058) Old Country Buffet,
K-Mart
16. Crystal Court Fee 35.0 Built 1989 284,743 Cub Foods, Wal-Mart,
Crystal Lake, IL Service Merchandise, (10)
17. Eastgate Consumer Mall Fee 100.0 Acquired 1981 464,294 Burlington Coat Factory,
Indianapolis, IN (28) General Cinema
18. Eastland Convenience Ground Lease 50.0 Acquired 173,069 Kid "R" Us, Marshalls,
Center (2075) 1998 Service Merchandise, Toys "R"
Evansville, IN Us
19. Eastland Plaza Fee 100.0 Built 1986 188,229 Marshalls, Target,
Tulsa, OK Toys "R" Us
20. Empire East (4) Fee 50.0 Acquired 271,351 Carmike Cinemas, Kohl's,
Sioux Falls, SD 1998 Target
21. Fairfax Court Ground Lease (2052) 26.3 Built 1992 249,306 Circuit City Superstore,
Fairfax, VA Montgomery Ward,
Today's Man
22. Forest Plaza Fee 100.0 Built 1985 413,889 Bed, Bath & Beyond, Kohl's,
Rockford, IL Marshalls, Media Play,
Michael's, Factory Card
Outlet, Office Max,
T.J. Maxx
23. Fox River Plaza Fee 100.0 Built 1985 324,905 Big Lots, Builders Square,
Elgin, IL Kmart, Service Merchandise,
(10)
24. Gaitway Plaza Fee 23.3 Built 1989 229,920 Books-A-Million,
Ocala, FL Montgomery Ward,
Office Depot, T.J. Maxx
21
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
25. Glen Burnie Mall (28) Fee 100.0 Built 1963 456,361 Montgomery Ward
Glen Burnie, MD
26. Great Lakes Plaza Fee 100.0 Built 1976 163,919 Best Buy, Circuit City, Cost
Cleveland, OH Plus, Home Place, Michael's
27. Great Northeast Fee 50.0 Acquired 1989 298,242 Sears, Phar Mor
Plaza
Philadelphia, PA
28. Greenwood Plus Fee 100.0 Built 1979 188,480 Best Buy, Cinema I-IV,
Greenwood, IN Kohl's
29. Griffith Park Plaza Ground Lease (2060) 100.0 Built 1979 274,230 Kmart, Service Merchandise
Griffith, IN
30. Grove at Lakeland Fee 100.0 Built 1988 215,591 Lakeland Square 10 Theatre,
Square, The Wal-Mart, Sports Authority
Lakeland, FL
31. Hammond Square Space Lease (2011) 100.0 Built 1974 87,705 Burlington Coat Factory,
Sandy Springs, GA Service Merchandise
32. Highland Lakes Fee 100.0 Built 1991 478,017 Bed, Bath & Beyond,
Center Goodings, Marshalls,
Orlando, FL Ross Dress for Less,
Michael's, Movies 12,
Service Merchandise,
Office Max, Target
33. Indian River Commons Fee 50.0 Built 1997 263,507 HomePlace, Lowe's,
Vero Beach, FL Office Max
Service Merchandise
34. Ingram Plaza Fee 100.0 Built 1980 111,518 _
San Antonio, TX
35. Keystone Shoppes Ground Lease (2067) 100.0 Acquired 29,140 _
Indianapolis, IN 1997
36. Knoxville Commons Fee 100.0 Built 1987 180,463 Circuit City, Office Max,
Knoxville, TN Silk Tree Factory
37. Lake Plaza Fee 100.0 Built 1986 218,208 Mega Mart
Waukegan, IL
38. Lake View Plaza Fee 100.0 Built 1986 388,355 Best Buy (30), Dominick's,
Orland Park, IL Ultra 3 (30),
Factory Card Outlet,
Linens-N-Things (30),
Marshalls,
Pet Care Plus (30),
Service Merchandise, (10)
22
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
39. Lakeline Plaza Fee (12) 85.0 Built 1998 262,050 Best Buy, Cost Plus, Linens
Austin, TX `N Things, Office Max, Old
Navy, Petsmart, Ross Dress
for Less, T.J. Maxx,
Party City, Toys "R" Us, Ulta
3, (10)
40. Lima Center Fee 100.0 Built 1978 201,154 AMES, Regal Cinema,
Lima, OH Service Merchandise
41. Lincoln Crossing Fee 100.0 Built 1990 161,337 PetsMart, Wal-Mart
O'Fallon, IL
42. Mainland Crossing Fee (7) 80.0 Built 1991 390,987 Sam's Club, Wal-Mart,
Galveston, TX Hobby Lobby
43. Maplewood Square Fee 100.0 Built 1970 130,780 Bag `N Save, Big Lots
Omaha, NE
44. Markland Plaza Fee 100.0 Built 1974 108,296 Service Merchandise
Kokomo, IN
45. Martinsville Plaza Space Lease (2036) 100.0 Built 1967 102,162 Rose's
Martinsville, VA
46. Marwood Plaza Fee 100.0 Built 1962 105,785 Kroger
Indianapolis, IN
47. Matteson Plaza Fee 100.0 Built 1988 275,455 Dominick's, Michael's Arts &
Matteson, IL Crafts, Service Merchandise,
Value City
48. Memorial Plaza Fee 100.0 Built 1966 129,202 Marcus Theatre, Office Max,
Sheboygan, WI (10)
49. Mounds Mall Cinema Fee 100.0 Built 1974 7,500 Kerasotes Theater
Anderson, IN
50. Muncie Plaza Fee 100.0 Built 1998 172,651 Factory Card Outlet, Kohl's,
Muncie, IN OfficeMax, Shoe Carnival,
T.J. Maxx
51. New Castle Plaza Fee 100.0 Built 1966 91,648 Goody's
New Castle, IN
52. North Ridge Plaza Fee 100.0 Built 1985 323,672 Best Buy, Cub Foods, Hobby
Joliet, IL Lobby, Office Max,
Service Merchandise
53. North Riverside Park Plaza Fee 100.0 Built 1977 119,608 Dominick's
North Riverside, IL
54. Northland Plaza Fee and Ground 100.0 Built 1988 209,495 Marshalls, Phar-Mor,
Columbus, OH Lease (6) (2085) Service Merchandise
55. Northwood Plaza Fee 100.0 Built 1974 211,840 Cinema Grill, Target
Fort Wayne, IN
23
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
56. Park Plaza Fee and Ground 100.0 Built 1968 114,458 Big Lots
Hopkinsville, KY Lease (6) (2039)
57. Plaza at Buckland Fee 35.0 Built 1993 337,970 Toys "R" Us, Jo-Ann Etc.,
Hills, The Kids "R" Us,
Manchester, CT Service Merchandise,
Comp USA,
Linens-N-Thing's, Party City
Filene's Basement
58. Regency Plaza Fee 100.0 Built 1988 287,526 Sam's Wholesale,
St. Charles, MO Wal-Mart
59. Ridgewood Court Fee 35.0 Built 1993 240,844 Home Quarters, T.J. Maxx,
Jackson, MS Service Merchandise, (10)
60. Rockaway Convenience Fee 100.0 Acquired 135,283 ACME Food, American Multi
Center 1998 Cinema, Discovery Zone, Kids
Rockaway, NJ "R" Us
61. Royal Eagle Plaza Fee 35.0 Built 1989 199,118 Kmart,
Coral Springs, FL Stein Mart
62. St. Charles Towne Plaza Fee 100.0 Built 1987 434,964 Ames, Hechinger,
Waldorf, MD Jo Ann Fabrics,
CVS, T.J. Maxx,
Service Merchandise,
Shoppers Food Warehouse
63. Teal Plaza Fee and Ground Lease 100.0 Built 1962 101,087 Circuit City (5),
Lafayette, IN (2007) (6) Hobby-Lobby, The Pep Boys
64. Terrace at The Florida Fee 100.0 Built 1989 332,980 Marshalls, Service
Mall Merchandise, Target, Uptons,
Orlando, FL Waccamaw
65. Tippecanoe Plaza Fee 100.0 Built 1974 94,739 Barnes & Noble Bookseller,
Lafayette, IN Service Merchandise
66. University Center Fee 60.0 Built 1980 150,548 Best Buy, Michaels,
South Bend, IN Service Merchandise
67. Village Park Plaza Fee 35.0 Built 1990 503,113 Frank's Nursery, Galyan's,
Westfield, IN Kohl's, Marsh, Regal Cinemas,
Wal-Mart
68. Wabash Village Ground Lease (2063) 100.0 Built 1970 124,748 Kmart
West Lafayette, IN
69. Washington Plaza Fee (7) 100.0 Built 1976 50,107 Kids "R" Us
Indianapolis, IN
70. West Ridge Plaza Fee 100.0 Built 1988 237,653 Magic Forest, Target,
Topeka, KS TJ Maxx, Toys "R" Us
71. West Town Corners Fee 23.3 Built 1989 384,988 PetsMart, Wal-Mart,
Altamonte Springs, FL Service Merchandise,
Sports Authority, Winn Dixie,
(10)
24
The SPG
Ownership Operating
Interest Partnership's
(Expiration if Percentage Year Built Total
Name/Location Lease) (1) Interest (2) or Acquired GLA Anchors/Specialty Anchors
------------- ---------- ------------ ----------- ----- -------------------------
REGIONAL MALLS
72. Westland Park Plaza Fee 23.3 Built 1989 163,154 Burlington Coat Factory,
Orange Park, FL PetsMart, Sports Authority,
Sound Advice
73. White Oaks Plaza Fee 100.0 Built 1986 400,303 Cub Foods, Kids "R" Us,
Springfield, IL Kohl's, Office Max,
T.J. Maxx, Toys "R" Us
74. Wichita Mall (28) Ground Lease (2022) 100.0 Built 1969 379,461 Cinema III (11), Dickinson
Wichita, KS Cinema, Office Max,
Montgomery Ward
75. Willow Knolls Court Fee 35.0 Built 1990 383,377 Kohl's, Phar-Mor,
Peoria, IL Sam's Wholesale Club,
Willow Knolls Theaters 14
76. Wood Plaza Ground Lease (2045) 100.0 Built 1968 94,993 Country General
Fort Dodge, IA
77. Yards Plaza, The Fee 35.0 Built 1990 273,097 Burlington Coat Factory,
Chicago, IL Montgomery Ward
PROPERTIES UNDER CONSTRUCTION
1. Concord Mills Fee 37.5 (31) 1,421,018 Alabama Grill, AMC, Bass Pro,
Concord, NC Bed, Bath & Beyond,
Books-A-Million, Burlington
Coat Factory, Group USA,
Jillian's, T.J. Maxx, Embassy
Suites Hotel
2. Mall of Georgia Fee 50.0 (32) 1,346,314 Barnes & Noble, Bed, Bath &
Gwinnett County, GA Beyond, Dillard's, Galyan's,
Haverty's, JCPenney, Lord &
Taylor, Nordstrom
3. Mall of Georgia Crossing Fee 50.0 (33) 444,000 Best Buy, Nordstrom Rack,
Gwinnett County, GA Staples, Target, T.J. Maxx N
More, Upton's
4. Shops at Northeast Plaza, Fee 100.0 (34) 323,000 Bed, Bath, & Beyond, Office
The Max, Michael's, Nordstrom
Hurst, TX Rack, Pets Mart, T.J. Maxx,
Pary City
5. Shops at Sunset Place, The Fee 37.5 (35) 500,000 NIKETOWN, AMC Theatres Virgin
Miami, FL Megastore,
Z Gallerie, IMAX Theatre,
Barnes & Noble, Game Works,
FAO Schwarz
6. Waterford Lakes Town Fee 100.0 (36) 920,000 Barnes & Noble, Bed, Bath &
Center Beyond, Office Max,
Orlando, FL Party City, Regal 20-Plex,
Ross Dress for Less, Super
Target, T.J. Maxx, Waves Music
25
(1) The date listed is the expiration date of the last renewal option available
to the SPG Operating Partnership under the ground lease. In a majority of
the ground leases, the lessee has either 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.
(2) The SPG Operating Partnership's interests in some of the Properties held as
joint venture interes