Report of Independent Accountants To the Board of Directors of Simon Property Group, Inc. and SPG Realty Consultants, Inc.: We have audited the accompanying combined balance sheets of Simon Property Group, Inc. and subsidiaries and its  paired share affiliate, SPG Realty Consultants, Inc. and subsidiaries (see Note 2), as of December 31, 2001 and 2000, and  the related combined statements of operations and comprehensive income, shareholders’ equity and cash flows for each of  the three years in the period ended December 31, 2001. We have audited the accompanying consolidated balance sheets of  Simon Property Group, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related  statements of operations and comprehensive income, shareholders’ equity and cash flows for each of the three years in the  period ended December 31, 2001. We have also audited the accompanying consolidated balance sheets of SPG Realty  Consultants, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related statements  of operations and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended  December 31, 2001. These financial statements are the responsibility of the Companies’ management. Our responsibility is  to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards  require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free  of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures  in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made  by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a  reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial  position of Simon Property Group, Inc. and subsidiaries and its paired share affiliate, SPG Realty Consultants, Inc. and sub- sidiaries, as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years  in the period ended December 31, 2001, the consolidated financial position of Simon Property Group, Inc. and subsidiaries  as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the  period ended December 31, 2001, and the consolidated financial position of SPG Realty Consultants, Inc. and subsidiaries  as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the  period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. As explained in Note 13 to the financial statements, effective January 1, 2001, the Companies adopted SFAS 133  “Accounting for Derivative Instruments and Hedging Activities,” as amended in June of 2000 by SFAS 138, “Accounting  for Derivative Instruments and Hedging Activities.” SFAS 133, as amended, establishes accounting and reporting standards  for derivative instruments. As explained in Note 13 to the financial statements, effective January 1, 2000, the Companies  adopted Staff Accounting Bulletin No. 101, which addressed certain revenue recognition policies, including the accounting  for overage rent by a landlord. Indianapolis, Indiana March 28, 2002. ARTHUR ANDERSEN LLP THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP (ANDERSEN)  AUDITOR’S REPORT. THIS REPORT HAS NOT BEEN REISSUED BY ANDERSEN. simon property group, inc. 44