Simon Takes a Dip in Moody's Eyes

MOODY’S LOWERS RATINGS OF SIMON PROPERTIES GROUP, INC. (SENIOR DEBT TO Baa2); RATING OUTLOOK STABLE

Approximately $6.3 Billion of Securities Affected.

New York, November 15, 2002 — Moody’s Investors Service has lowered the senior unsecured debt rating of the Simon Property Group, L.P. to Baa2, from Baa1, as well as the preferred stock rating of Simon Property Group(SPG) to Baa3, from Baa2. These rating actions follow the announcement by the REIT that it has made an unsolicited offer to acquire Taubman Centers (TCO) for $1.5 billion in cash (at $17.50 per share) and assume approximately $2.4 billion in TCO’s share of secured debt, and its preferred stock. Simon’s offer has been rejected by Taubman’s board and by the Taubman family. Although Moody’s recognizes that Simon may ultimately not be successful in taking control of the Taubman portfolio, Moody’s expects Simon to continue to be an active participant in transactions for regional malls in order to maintain its leadership position, even if doing so results in coverage levels and secured debt levels that are inconsistent with its Baa1 rating. The rating outlook is stable.

According to Moody’s, Simon’s bid for the highly levered and entirely encumbered portfolio of Taubman Centers is on the heels of its recent participation in the $5.3 billion acquisition of the Rodamco regional mall portfolio with a group of REIT partners. While Simon was eventually able to finance Rodamco transaction on a leverage-neutral basis, including issuing equity to do so, the REIT still emerged with high levels of overall and secured indebtedness. In Moody’s view, Simon’s contemplated acquisition of Taubman could weaken its coverages and heighten its secured leverage — materially reversing the REIT’s efforts to improve its credit profile, particularly its unencumbered ratios.

Moody’s recognizes that the acquisition of Taubman would have clear strategic benefits to Simon, allowing it to take control of one the most productive mall portfolios in the USA, and deepen its already strong leadership position. Moody’s further notes that Simon has demonstrated a consistent ability to successfully integrate, and to improve the operating efficiency and value of, acquired mall portfolios, and that Moody’s fully anticipates that future acquisitions will be similarly successful.

The Baa2 senior unsecured debt rating continues to reflects Simon’s leading position as an owner and operator of the largest and most diverse portfolio of retail malls in the USA, as well as its strong tenant relationships and excellent franchise value. Simon’s ability to access cost-efficient capital from varied sources also differentiates the REIT. These factors are important in its strategy to be a consolidator. Moody’s believes that even as the REIT pursues additional future acquisitions, it will do so in a manner appropriate with a Baa2 rating. 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 curtailment of development in recognition of shifting market fundamentals, and innovation and market leadership position in identifying ancillary revenue opportunities. Moody’s also cites the resiliency of the regional mall sector at a time of weak economic conditions as a positive rating factor.

Moody’s stable rating outlook reflects Simon’s greater capacity at the Baa2 rating level to pursue its acquisition-based growth strategy. Moody’s also expects the REIT to continue to leverage its strong operating platform, management skills and tenant relationships, and demonstrate strong operating performance in a variety of retail and property environments. However, further rating pressure could result should Simon’s acquisition activities result in substantially more leverage and secured debt levels.

The following ratings were lowered:

Simon Property Group, L.P. — Senior notes to Baa2, from Baa1; senior unsecured debt shelf registration to (P)Baa2, from (P)Baa1.

Simon Property Group, Inc. — Preferred stock to Baa3, from Baa2.

SPG Properties, Inc. (formerly Simon DeBartolo Group, Inc.) – Preferred stock to Baa3, from Baa2.

Simon DeBartolo Putable Asset Trust 1996-1 — Senior notes to Baa2, from Baa1.

Shopping Center Associates (SCA) — Senior notes to Baa2, from Baa1.

Corporate Property Investors — Senior notes to Baa2, from 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 $21 billion. Simon achieved its market leadership position through large portfolio acquisitions and innovative property management and tenant marketing, and currently owns, manages, leases and develops 249 properties, primarily regional and super-regional retail malls, encompassing 186 million sq.ft. of gross leaseable area.

New YorkArlene Isaacs-LoweSenior Vice PresidentReal Estate FinanceMoody’s Investors ServiceJOURNALISTS: 212-553-0376SUBSCRIBERS: 212-553-1653

New YorkJohn J. KrizManaging DirectorReal Estate FinanceMoody’s Investors ServiceJOURNALISTS: 212-553-0376SUBSCRIBERS: 212-553-1653

Copyright 2002 by Moody’s Investors Service99 Church Street, New York, NY 10007. All rights reserved.