Wall Street Watch

Approximately $5.8 Billion of Securities Affected.

New York, June 28, 2002 -- Moody's Investors Service has confirmed the ratings of Simon Property Group (senior unsecured at Baa1). This rating action concludes a review of the REIT's ratings initiated following the announcement in January by Simon, The Rouse Company and Westfield America Trust of an agreement to jointly acquire the US regional mall portfolio of Rodamco North America, a Dutch REIT. Simon and its two REIT partners closed this transaction in May 2002, and following the issuance of about $322 million (net proceeds) in common equity on June 25, 2002 the REIT now has in place permanent financing for this acquisition. The rating outlook is stable.

According to Moody's, the Baa1 rating reflects successful efforts by Simon Property to finance its portion of the $5.3 billion Rodamco transaction on a leverage-reducing basis by raising a substantial amount of cash from asset sales and common stock issuance. The REIT's original $1.59 billion acquisition of thirteen Rodamco regional malls included the assumption of approximately $579 million in property-level debt and preferred stock. Simon Property subsequently sold a 50% interest in three of the malls that had been acquired that had been previously owned in joint ventures, to TIAA, a large institutional investor and existing joint venture partner of Simon Property, for net proceeds of $198 million. Net proceeds from asset sales of over $223 million during the second quarter 2002 were used to reduce the amount of debt financing for the transaction. With net proceeds of $322 million from the recent common equity issuance, Simon property has reduced its effective leverage in the permanent funding structure of the Rodamco transaction to approximately 44%.

Moody's stable outlook reflects the consistency in the performance of Simon Property's portfolio of regional shopping malls, even during an economic downturn, including the generation of stable sales per square foot, with solid occupancy and profitability. The stable rating outlook also reflects Moody's expectation that the REIT will continue to improve its debt protection measures by carefully managing its balance sheet and refinancing strategies. The outlook does not contemplate additional leveraged acquisitions, Moody's expectation being that any such transactions will be on at least a leverage-neutral basis.

Moody's views positively the REIT's demonstrated ability to generate relatively stable operating results, and to raise capital from multiple sources in a short time frame. These factors, combined with the recent conversion of approximately $50 million in convertible preferred stock, achieved a modest reduction in leverage, and improvement in fixed charge coverage. Moody's also notes the improvement in Simon Property's overall asset portfolio quality through the addition of the highly productive malls recently acquired, as well as the enhancement in its competitive position within the regional mall sector through increased penetration in several of its geographic markets. However, Simon Property's overall financial flexibility remains constrained for its Baa1 rating category due to the REIT's still-high levels of overall and secured leverage, and modest fixed charge coverage statistics. Moody's expects Simon Property to make progress towards attaining a stronger position within the Baa1 rating category by improving its key debt protection measures, while continuing to demonstrate strong operating performance. In particular, Moody's anticipates that in 2003 Simon Property will take advantage of opportunities to increase the size and quality of the pool of unencumbered assets in its portfolio by unencumbering some of its higher quality regional malls with maturing mortgages. Potential future acquisitions or other growth activities by Simon Property that are not undertaken on at least a leverage-neutral basis, or lack of movement towards improvement in its credit profile, will result in rating pressure.

Simon Property's ratings continue to reflect its leading position as the owner of the largest and substantially diverse portfolio of retail mall properties in the USA, as well as its strong tenant relationships, access to different sources of capital and excellent franchise value. Additional positive characteristics include the skill, depth and experience of its management team in building and operating a first-rate public company, as demonstrated by the REIT's recognition of shifting market fundamentals with its curtailment of development in an oversupplied retail environment, and innovation and market leadership position in identifying ancillary revenue opportunities. Moody's also cites the resiliency of quality regional mall portfolios at a time of weak economic conditions as a positive rating factor.

The following ratings were confirmed:

Simon Property Group, L.P. -- Senior notes at Baa1; senior unsecured debt shelf registration at (P)Baa1.

Simon Property Group, Inc. -- Preferred stock at Baa2.

Simon DeBartolo Putable Asset Trust 1996-1 -- Senior notes at Baa1.

Shopping Center Associates (SCA) -- Senior notes at Baa1.

Corporate Property Investors -- Senior notes at Baa1.

Simon Property Group, Inc. [NYSE: SPG] headquartered in Indianapolis, Indiana, USA, is the largest retail REIT in the USA, with a total market capitalization of approximately $22 billion. Simon Property achieved its market leadership through large portfolio acquisitions and innovative property management and tenant marketing, and currently owns, manages, leases and develops 251 retail properties, primarily regional and super-regional malls, encompassing 187 million square feet of gross leaseable area.

New York
Arlene Isaacs-Lowe
Senior Vice President
Real Estate Finance
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
John J. Kriz
Managing Director
Real Estate Finance
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653