We also maintain a tax-qualified retirement 401(k) savings plan and offer no other postretirement or post employment  benefits to our employees. Limited partners in the Operating Partnership have the right to exchange all or any portion of their Units for shares  of common stock on a one-for-one basis or cash, as selected by the Board of Directors. The amount of cash to be paid if the  exchange right is exercised and the cash option is selected will be based on the trading price of Simon Property’s common stock  at that time. At December 31, 2003, we had reserved 60,591,896 shares for possible issuance upon the exchange of Units. Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.  On or about November 9, 1999, Triple  Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District,  against, among others, Mall of America, certain members of the Simon family and entities allegedly controlled by such  individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the  sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America  Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction  involving a loan in the amount of $312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage  placed on Mall of America’s assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages,  rescission, constructive trust, accounting, and specific performance. Although the complaint names all defendants in several  counts, we are specifically identified as a defendant in connection with the sale by Teachers. On August 12, 2002, the court  granted in part and denied in part motions for partial summary judgment filed by the parties.  Trial on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its  decision in a Memorandum and Order (the “Order”). In the Order, the court found that certain entities and individuals,  breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple Five  equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically,  as it relates to us, the court ordered that Triple Five was entitled to purchase from us the one-half partnership interest that we  purchased from Teachers in October 1999, provided Triple Five remits to us the sum of $81.38 million within nine months  of the Order. The court further held that we must disgorge all net profits that we received as a result of our ownership interest  in the Mall from October 1999 to the present. The court has appointed a Special Master to determine net profits. The court  also held that the current day-to-day management of the Mall remains unchanged unless and until Triple Five purchases our  interest in the Mall. We disagree with many aspects of the Order and have appealed the Order to the United States Court of Appeals for  the Eighth Circuit. We are currently working with the Special Master appointed by the court. It is not possible to provide an  assurance of the ultimate outcome of the litigation.  As a result of the Order, we recorded a $6.0 million loss that is included in “Gain (loss) on sales of assets and other, net”  in the accompanying statements of operations and comprehensive income, reflecting our estimate of the financial impact  to us from complying with the Order and we have ceased recording any contribution to either net income or Funds from  Operations (“FFO”) from Mall of America. We are currently not subject to any other material litigation other than routine litigation, claims and administrative  proceedings arising in the ordinary course of 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. 75 2003 annual report Exchange Rights NOTE 11. COMMITMENTS AND CONTINGENCIES Litigation