UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

SIMON PROPERTY GROUP, L.P.(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization)

33-11491
(Commission File No.)

34-1755769
(I.R.S. Employer Identification No.)

225
West Washington StreetIndianapolis, Indiana 46204
(Address of principal executive offices)

(317) 636-1600
(Registrant's telephone number, including area code)

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 ý    No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See
the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one):

|Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer ý (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate by check mark whether Registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes o    No ý

Registrant has no common stock outstanding.



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Simon Property Group, L.P. and Subsidiaries

Form 10-Q

INDEX

|                               |          |  |                                                                                                                   | Page
|------------------------------ | -------- |  | ----------------------------------------------------------------------------------------------------------------- | ----
|Part I  Financial Information
|                               | Item 1.  |  | Consolidated Financial Statements (Unaudited)                                                                     |     
|                               |          |  | Consolidated Balance Sheets as of March 31, 2008 and December 31, 2007                                            | 3   
|                               |          |  | Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2008 and 2007 | 4   
|                               |          |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007                          | 5   
|                               |          |  | Condensed Notes to Consolidated Financial Statements                                                              | 6   
|                               | Item 2.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                             | 13  
|                               | Item 3.  |  | Qualitative and Quantitative Disclosure About Market Risk                                                         | 25  
|                               | Item 4.  |  | Controls and Procedures                                                                                           | 25  
|Part II  Other Information   
|                               | Item 1.  |  | Legal Proceedings                                                                                                 | 25  
|                               | Item 1A. |  | Risk Factors                                                                                                      | 25  
|                               | Item 5.  |  | Other Information                                                                                                 | 25  
|                               | Item 6.  |  | Exhibits                                                                                                          | 26  
|Signatures                     | 27      

2

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Simon Property Group, L.P. and SubsidiariesConsolidated Balance Sheets  (Dollars in thousands, except unit amounts)

|                                                                                                                            |                                                                                                                                    | March 31,
2008 |                                        | December 31,
2007
|--------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------------------- | -----------------
|
|ASSETS:                                                                                                                     |                                                                                                                                    |                |                                        |                  
|                                                                                                                            | Investment properties, at cost                                                                                                     |                | $                                      | 24,592,802       
|                                                                                                                            | Less  accumulated depreciation                                                                                                    |                |                                        | 5,499,242        
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|                                                                                                                            |                                                                                                                                    |                | 19,093,560                             |                  
|                                                                                                                            | Cash and cash equivalents                                                                                                          |                |                                        | 428,659          
|                                                                                                                            | Tenant receivables and accrued revenue, net                                                                                        |                |                                        | 374,387          
|                                                                                                                            | Investment in unconsolidated entities, at equity                                                                                   |                |                                        | 1,868,115        
|                                                                                                                            | Deferred costs and other assets                                                                                                    |                |                                        | 1,198,404        
|                                                                                                                            | Note receivable from related party                                                                                                 |                |                                        | 540,000          
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|                                                                                                                            |                                                                                                                                    |                | Total assets                           |                  
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|LIABILITIES:                                                                                                                |                                                                                                                                    |                |                                        |                  
|                                                                                                                            | Mortgages and other indebtedness                                                                                                   |                | $                                      | 17,445,746       
|                                                                                                                            | Accounts payable, accrued expenses, intangibles, and deferred revenue                                                              |                |                                        | 1,066,471        
|                                                                                                                            | Cash distributions and losses in partnerships and joint ventures, at equity                                                        |                |                                        | 358,677          
|                                                                                                                            | Other liabilities, minority interest, and accrued distributions                                                                    |                |                                        | 208,316          
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|                                                                                                                            |                                                                                                                                    |                | Total liabilities                      |                  
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|COMMITMENTS AND CONTINGENCIES                                                                                               |                                                                                                                                    |                |                                        |                  
|7.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding, respectively, at liquidation value |                                                                                                                                    |                | 85,070                                 |                  
|PARTNERS' EQUITY:                                                                                                           |                                                                                                                                    |                |                                        |                  
|                                                                                                                            | Preferred units, 18,385,633 and 19,611,057 units outstanding, respectively. Liquidation values $901,466 and $962,737, respectively |                |                                        | 907,898          
|                                                                                                                            | General Partner, 224,755,397 and 223,034,282 units outstanding, respectively                                                       |                |                                        | 2,731,401        
|                                                                                                                            | Limited Partners, 57,562,560 and 57,913,250 units outstanding, respectively                                                        |                |                                        | 699,546          
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|                                                                                                                            |                                                                                                                                    |                | Total partners' equity                 |                  
|                                                                                                                            |                                                                                                                                    |                |                                        |                  
|                                                                                                                            |                                                                                                                                    |                | Total liabilities and partners' equity |                  
|                                                                                                                            |                                                                                                                                    |                |                                        |                  

The accompanying notes are an integral part of these statements.

3

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Simon Property Group, L.P. and SubsidiariesUnaudited Consolidated Statements of Operations and Comprehensive Income  (Dollars in thousands, except per unit amounts)

|                                                                                                                                  |                                    | For the Three Months Ended March 31, |         
|--------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ------------------------------------ | --------
|
|REVENUE:                                                                                                                          |                                    |                                      |         
|                                                                                                                                  | Minimum rent                       |                                      | $       
|                                                                                                                                  | Overage rent                       |                                      |         
|                                                                                                                                  | Tenant reimbursements              |                                      |         
|                                                                                                                                  | Management fees and other revenues |                                      |         
|                                                                                                                                  | Other income                       |                                      |         
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  |                                    | Total revenue                        |         
|                                                                                                                                  |                                    |                                      |         
|EXPENSES:                                                                                                                         |                                    |                                      |         
|                                                                                                                                  | Property operating                 |                                      |         
|                                                                                                                                  | Depreciation and amortization      |                                      |         
|                                                                                                                                  | Real estate taxes                  |                                      |         
|                                                                                                                                  | Repairs and maintenance            |                                      |         
|                                                                                                                                  | Advertising and promotion          |                                      |         
|                                                                                                                                  | Provision for credit losses        |                                      |         
|                                                                                                                                  | Home and regional office costs     |                                      |         
|                                                                                                                                  | General and administrative         |                                      |         
|                                                                                                                                  | Other                              |                                      |         
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  |                                    | Total operating expenses             |         
|                                                                                                                                  |                                    |                                      |         
|OPERATING INCOME                                                                                                                  |                                    |                                      | 351,958 
|Interest expense                                                                                                                  |                                    |                                      | (229,917
|Minority interest in income of consolidated entities                                                                              |                                    |                                      | (2,284  
|Income tax benefit (expense) of taxable REIT subsidiaries                                                                         |                                    |                                      | 23      
|Income from unconsolidated entities                                                                                               |                                    |                                      | 7,141   
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  |                                    | Income from continuing operations    |         
|                                                                                                                                  |                                    |                                      |         
|Results of operations from discontinued operations                                                                                |                                    |                                      |        
|                                                                                                                                  |                                    |                                      |         
|NET INCOME                                                                                                                        |                                    |                                      | 126,921 
|                                                                                                                                  |                                    |                                      |         
|Preferred unit requirement                                                                                                        |                                    |                                      | (16,255 
|                                                                                                                                  |                                    |                                      |         
|NET INCOME AVAILABLE TO UNITHOLDERS                                                                                               |                                    | $                                    | 110,666 
|                                                                                                                                  |                                    |                                      |         
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:                                                                              |                                    |                                      |         
|                                                                                                                                  | General Partner                    |                                      |         
|                                                                                                                                  | Limited Partners                   |                                      |         
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  | Net income                         |                                      | $       
|                                                                                                                                  |                                    |                                      |         
|BASIC EARNINGS PER UNIT                                                                                                           |                                    |                                      |         
|                                                                                                                                  | Income from continuing operations  |                                      | $       
|                                                                                                                                  | Discontinued operations            |                                      |         
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  | Net Income                         |                                      | $       
|                                                                                                                                  |                                    |                                      |         
|DILUTED EARNINGS PER UNIT                                                                                                         |                                    |                                      |         
|                                                                                                                                  | Income from continuing operations  |                                      | $       
|                                                                                                                                  | Discontinued operations            |                                      |         
|                                                                                                                                  |                                    |                                      |         
|                                                                                                                                  | Net Income                         |                                      | $       
|                                                                                                                                  |                                    |                                      |         
|Net income                                                                                                                        |                                    | $                                    | 126,921 
|Unrealized loss on interest rate hedges                                                                                           |                                    |                                      | (18,705 
|Net (loss) income on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense |                                    |                                      | (2,590  
|Currency translation adjustments                                                                                                  |                                    |                                      | (22,394 
|Other loss                                                                                                                        |                                    |                                      | (1,255  
|                                                                                                                                  |                                    |                                      |         
|Comprehensive Income                                                                                                              |                                    | $                                    | 81,977  
|                                                                                                                                  |                                    |                                      |         

The accompanying notes are an integral part of these statements.

4

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Simon Property Group, L.P. and SubsidiariesUnaudited Consolidated Statements of Cash Flows  (Dollars in thousands)

|                                             |                                                                                    | For the Three Months Ended March 31,                                                     |                                                    
|-------------------------------------------- | ---------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:        |                                                                                    |                                                                                          |                                                    
|                                             | Net income                                                                         |                                                                                          | $                                                  
|                                             | Adjustments to reconcile net income to net cash provided by operating activities  |                                                                                          |                                                    
|                                             |                                                                                    | Depreciation and amortization                                                            |                                                    
|                                             |                                                                                    | Straight-line rent                                                                       |                                                    
|                                             |                                                                                    | Minority interest                                                                        |                                                    
|                                             |                                                                                    | Minority interest distributions                                                          |                                                    
|                                             |                                                                                    | Equity in income of unconsolidated entities                                              |                                                    
|                                             |                                                                                    | Distributions of income from unconsolidated entities                                     |                                                    
|                                             | Changes in assets and liabilities                                                 |                                                                                          |                                                    
|                                             |                                                                                    | Tenant receivables and accrued revenue, net                                              |                                                    
|                                             |                                                                                    | Deferred costs and other assets                                                          |                                                    
|                                             |                                                                                    | Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities |                                                    
|                                             |                                                                                    |                                                                                          |                                                    
|                                             |                                                                                    |                                                                                          | Net cash provided by operating activities          
|                                             |                                                                                    |                                                                                          |                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:        |                                                                                    |                                                                                          |                                                    
|                                             | Acquisitions                                                                       |                                                                                          |                                                    
|                                             | Funding of loans to related parties                                                |                                                                                          |                                                    
|                                             | Repayments of loans from related parties                                           |                                                                                          |                                                    
|                                             | Capital expenditures, net                                                          |                                                                                          |                                                    
|                                             | Cash impact from the consolidation and de-consolidation of properties              |                                                                                          |                                                    
|                                             | Investments in unconsolidated entities                                             |                                                                                          |                                                    
|                                             | Distributions of capital from unconsolidated entities and other                    |                                                                                          |                                                    
|                                             |                                                                                    |                                                                                          |                                                    
|                                             |                                                                                    |                                                                                          | Net cash used in investing activities              
|                                             |                                                                                    |                                                                                          |                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:        |                                                                                    |                                                                                          |                                                    
|                                             | Partnership contributions and issuance of units                                    |                                                                                          |                                                    
|                                             | Purchase of preferred units and partnership units                                  |                                                                                          |                                                    
|                                             | Minority interest contributions                                                    |                                                                                          |                                                    
|                                             | Partnership distributions                                                          |                                                                                          |                                                    
|                                             | Mortgage and other indebtedness proceeds, net of transaction costs                 |                                                                                          |                                                    
|                                             | Mortgage and other indebtedness principal payments                                 |                                                                                          |                                                    
|                                             |                                                                                    |                                                                                          |                                                    
|                                             |                                                                                    |                                                                                          | Net cash (used in) provided by financing activities
|                                             |                                                                                    |                                                                                          |                                                    
|DECREASE IN CASH AND CASH EQUIVALENTS        |                                                                                    |                                                                                          | (73,323                                            
|CASH AND CASH EQUIVALENTS, beginning of year |                                                                                    |                                                                                          | 501,982                                            
|                                             |                                                                                    |                                                                                          |                                                    
|CASH AND CASH EQUIVALENTS, end of period     |                                                                                    | $                                                                                        | 428,659                                            
|                                             |                                                                                    |                                                                                          |                                                    

The accompanying notes are an integral part of these statements.

5

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Simon Property Group, L.P. and Subsidiaries  Condensed Notes to Consolidated Financial Statements  (Unaudited)

(Dollars
in thousands, except unit and per unit amounts and where indicated as in millions or billions)

1.     Organization

Simon Property Group, L.P. is a Delaware limited partnership and the majority-owned subsidiary of Simon Property Group, Inc. In these condensed
notes to the unaudited consolidated financial statements, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P. and its subsidiaries and the term Simon
Property" refers to Simon Property Group, Inc. Simon Property, a Delaware corporation, is a self-administered and self-managed real estate investment trust, or REIT,
under the Internal Revenue Code, as amended (the "Code"). According to our partnership agreement, we are required to pay all expenses of Simon Property.

We
own, develop, and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle
centers. As of March 31, 2008, we owned or held an interest in 321 income-producing properties in the United States, which consisted of 168 regional malls, 39 Premium Outlet centers, 67
community/lifestyle centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 41 states and Puerto Rico. Of the 37 Mills properties
acquired, 17 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own interests in three parcels of land held in the United States for future development.
Internationally as of March 31, 2008, we have ownership interests in 51 European shopping centers (France, Italy and Poland); six Premium Outlet centers in Japan; one Premium Outlet
center in Mexico; and one Premium Outlet center in South Korea. Also, through a joint venture arrangement we hold a 32.5% ownership interest in five shopping centers under construction in China.

2.     Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant inter-company amounts
have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended March 31, 2008 are not necessarily indicative of the results that
may be obtained for the full fiscal year.

These
consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required
by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial
statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this
Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2007 Annual Report on Form 10-K.

As
of March 31, 2008, we consolidated 199 wholly-owned properties and 19 additional properties that are less than wholly-owned, but which we control or for which we are the
primary beneficiary. We account for the remaining 162 properties, or the joint venture properties, using the equity method of accounting. We manage the day-to-day operations of
93 of the 162 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture
properties. Our investments in joint ventures in Japan, Europe, and Asia comprise 59 of the 69 properties that are managed by others. Additionally, we account for our investment in
SPG-FCM Ventures, LLC, or SPG-FCM, which acquired The Mills Corporation and its majority-owned subsidiary, The Mills Limited Partnership (collectively "Mills") in April
2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity (VIE) and that Farallon Capital Management, L.L.C., or Farallon, our joint
venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable partnership agreements.

6

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We
allocate our net operating results after preferred distributions based on our partners' respective weighted average ownership. In addition, Simon Property owns certain of our
preferred units. Simon Property's weighted average ownership interest in us was 79.5% and 79.2% for the three months ended March 31, 2008 and 2007, respectively. As of March 31, 2008 and
December 31, 2007, Simon Property's ownership interest in us was 79.6% and 79.4%, respectively. We adjust the limited partners' interest at the end of each period to reflect their respective
interests in the Operating Partnership.

Preferred
distributions in the accompanying statements of operations and cash flows represent distributions on outstanding preferred units of limited partnership interest.

3.     Significant Accounting Policies



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are
carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements, and money markets. Cash and cash
equivalents, as of March 31, 2008, includes a balance of $30.4 million related to our co-branded gift card programs which we do not consider available for general working
capital purposes.

4.     Per Unit Data

We determine basic earnings per unit based on the weighted average number of units outstanding during the period. We determine diluted earnings per unit based on
the weighted average number of units outstanding combined with the incremental weighted average units that would have been outstanding assuming all dilutive potential common units were converted into
units at the earliest date possible. The following table sets forth the computation of our basic and diluted earnings per unit.

|                                                                     |  | For the Three Months Ended March 31, |            
|-------------------------------------------------------------------- |  | ------------------------------------ | -----------
|
|Unitholders' share of:                                               |  |                                      |            
|Income from continuing operations, after preferred unit requirements |  | $                                    | 110,666    
|Discontinued operations                                              |  |                                      |           
|                                                                     |  |                                      |            
|Net Income available to Unitholders  Basic & Dilutive               |  | $                                    | 110,666    
|                                                                     |  |                                      |            
|Weighted Average Units Outstanding  Basic                           |  |                                      | 281,224,467
|Effect of stock options of Simon Property                            |  |                                      | 616,575    
|                                                                     |  |                                      |            
|Weighted Average Units Outstanding  Diluted                         |  |                                      | 281,841,042
|                                                                     |  |                                      |            

For the three months ended March 31, 2008, potentially dilutive securities include stock options of Simon Property and certain preferred units that are
exchangeable for common units. The only security that had a dilutive effect for the three months ended March 31, 2008, and 2007, were stock options of Simon Property. Common units may be
exchanged for shares of Simon Property common stock, on a one-for-one basis, in certain circumstances. We accrue distributions when they are declared.

5.     Investment in Unconsolidated Entities



Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular
property or portfolio. We held joint venture ownership interests in 103 properties in the United States as of March 31, 2008 and December 31, 2007. We also held interests in two joint
ventures which owned 51 European shopping centers as of March 31,

7

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2008
and December 31, 2007. We also held an interest in six joint venture properties under operation in Japan, one joint venture property in Mexico, and one joint venture property in South
Korea. We account for these joint venture properties using the equity method of accounting.

Substantially
all of our joint venture properties are subject to rights of first refusal, buy-sell provisions, or other sale or marketing rights for partners which are
customary in real estate joint venture agreements and the industry. Our partners in these joint ventures may initiate these provisions at any time (subject to any applicable lock up or similar
restrictions), which could result in either the sale of our interest or the use of available cash or borrowings to acquire a joint venture interest from our partner.



As previously disclosed in our 2007 Form 10-K, SPG-FCM, a 50/50 joint venture between an affiliate of the Operating Partnership and
funds managed by Farallon, entered into a definitive merger agreement to acquire all outstanding shares of common stock of Mills for $25.25 per share on February 16, 2007. The acquisition was
completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. To date, we and Farallon had each contributed $650.0 million to
SPG-FCM for the acquisition. As previously disclosed, as part of the transaction we also made loans to SPG-FCM and Mills that bear interest primarily at rates of LIBOR plus
270-275 basis points. These funds were used to repay loans and other obligations of Mills, including the redemption of preferred stock. During 2007, certain of these loans were repaid by
Mills. As of March 31, 2008, the only remaining loan was to SPG-FCM in the amount of $540.0 million. During the first quarter of 2008 and 2007, we recorded approximately
$4.5 million and $11.6 million in interest income (net of inter-entity eliminations), respectively, related to loans to SPG-FCM and Mills. We also recorded fee income,
including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during the first quarter of 2008 and 2007 of approximately $0.6 million
and $1.9 million (net of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and SPG-FCM. The loan facility to
SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available one-year extensions, subject to certain terms and conditions.



We conduct our international operations in Europe through two European joint ventures: Simon Ivanhoe S.à.r.l., or Simon Ivanhoe, and Gallerie
Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments is $291.6 million and $289.5 million as of March 31, 2008
and December 31, 2007, respectively, net of the related cumulative translation adjustments. As of March 31, 2008, the Operating Partnership had a 50% ownership in Simon Ivanhoe and a 49%
ownership in GCI.

We
conduct our investment in the six international Premium Outlet operations in Japan through joint ventures with Mitsubishi Estate Co., Ltd. and Sojitz Corporation
(formerly known as Nissho Iwai Corporation). The carrying amount of our investment in these joint ventures is $270.6 million and $273.0 million as of March 31, 2008 and
December 31, 2007, respectively, net of the related cumulative translation adjustments. We have a 40% ownership in these joint ventures. We have a 50% ownership interest in one Premium Outlet
center in Mexico. The carrying amount of our investment in Mexico is $14.8 million and $16.6 million as of March 31, 2008 and December 31, 2007, respectively, net of the
related cumulative translation adjustments. On June 1, 2007, our Chelsea division opened Yeoju Premium Outlets, the first Premium Outlet Center in South Korea. We hold a 50% ownership interest
in this property for which our investment approximated $23.7 million and $23.1 million as of March 31, 2008 and December 31, 2007, respectively, net of the related
cumulative translation adjustments.

8

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During 2006, we finalized the formation of a joint venture to develop and operate shopping centers in China. We own a 32.5% interest in a joint venture entity, Great Mall
Investments, Ltd. The shopping centers will be anchored by Wal-Mart stores. We are planning on initially developing five centers, all of which are currently under construction. Our
share of the total equity commitment is approximately $59.3 million. We account for our investments in this joint venture under the equity method of accounting. As of March 31, 2008, our
combined investment in the Chinese joint ventures was approximately $31.9 million.



Summary financial information (in thousands) of all of our joint ventures and a summary of our investment in and share of income from such joint ventures follow.
We condensed into separate line items major captions of the statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire an additional interest in
the joint venture and, as a result, gain unilateral control of the property or are determined to be the primary beneficiary. We reclassify these line items into "Discontinued Joint Venture Interests"
and "Consolidated Joint Venture Interests" on the balance sheets and statements of operations, if material, so that we may present comparative results of operations for these joint venture properties
held as of March 31, 2008.

|                                                         |                                        | March 31,
2008 |            | December 31,
2007
|-------------------------------------------------------- | -------------------------------------- | -------------- | ---------- | -----------------
|BALANCE SHEETS                                           |                                        |                |            |                  
|Assets:                                                  |                                        |                |            |                  
|Investment properties, at cost                           |                                        | $              | 21,090,639 |                  
|Less  accumulated depreciation                          |                                        |                | 3,366,667  |                  
|                                                         |                                        |                |            |                  
|                                                         |                                        |                | 17,723,972 |                  
|Cash and cash equivalents                                |                                        |                | 639,046    |                  
|Tenant receivables                                       |                                        |                | 342,230    |                  
|Investment in unconsolidated entities                    |                                        |                | 212,122    |                  
|Deferred costs and other assets                          |                                        |                | 781,055    |                  
|                                                         |                                        |                |            |                  
|                                                         | Total assets                           |                | $          | 19,698,425       
|                                                         |                                        |                |            |                  
|Liabilities and Partners' Equity:                        |                                        |                |            |                  
|Mortgages and other indebtedness                         |                                        | $              | 16,367,309 |                  
|Accounts payable, accrued expenses, and deferred revenue |                                        |                | 1,011,862  |                  
|Other liabilities                                        |                                        |                | 806,978    |                  
|                                                         |                                        |                |            |                  
|                                                         | Total liabilities                      |                |            | 18,186,149       
|Preferred units                                          |                                        |                | 67,450     |                  
|Partners' equity                                         |                                        |                | 1,444,826  |                  
|                                                         |                                        |                |            |                  
|                                                         | Total liabilities and partners' equity |                | $          | 19,698,425       
|                                                         |                                        |                |            |                  
|Our Share of:                                            |                                        |                |            |                  
|Total assets                                             |                                        | $              | 8,098,627  |                  
|                                                         |                                        |                |            |                  
|Partners' equity                                         |                                        | $              | 762,856    |                  
|Add: Excess Investment                                   |                                        |                | 746,582    |                  
|                                                         |                                        |                |            |                  
|Our net Investment in Joint Ventures                     |                                        | $              | 1,509,438  |                  
|                                                         |                                        |                |            |                  
|Mortgages and other indebtedness                         |                                        | $              | 6,523,573  |                  
|                                                         |                                        |                |            |                  

9

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"Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net assets of the joint ventures
acquired. We amortize excess investment over the life of the related properties, typically no greater than 40 years, and the amortization is included in the reported amount of income from
unconsolidated entities.

|                                                 |                               | For the Three Months Ended March 31, |         
|------------------------------------------------ | ----------------------------- | ------------------------------------ | --------
|
|STATEMENTS OF OPERATIONS                         |                               |                                      |         
|Revenue:                                         |                               |                                      |         
|                                                 | Minimum rent                  |                                      | $       
|                                                 | Overage rent                  |                                      |         
|                                                 | Tenant reimbursements         |                                      |         
|                                                 | Other income                  |                                      |         
|                                                 |                               |                                      |         
|                                                 |                               | Total revenue                        |         
|Operating Expenses:                              |                               |                                      |         
|                                                 | Property operating            |                                      |         
|                                                 | Depreciation and amortization |                                      |         
|                                                 | Real estate taxes             |                                      |         
|                                                 | Repairs and maintenance       |                                      |         
|                                                 | Advertising and promotion     |                                      |         
|                                                 | Provision for credit losses   |                                      |         
|                                                 | Other                         |                                      |         
|                                                 |                               |                                      |         
|                                                 |                               | Total operating expenses             |         
|                                                 |                               |                                      |         
|Operating Income                                 |                               |                                      | 285,604 
|Interest expense                                 |                               |                                      | (248,873
|Income (loss) from unconsolidated entities       |                               |                                      | 21      
|Loss on sale of asset                            |                               |                                      |        
|                                                 |                               |                                      |         
|Income from Continuing Operations                |                               |                                      | 36,752  
|Income from consolidated joint venture interests |                               |                                      |        
|Income from discontinued joint venture interests |                               |                                      | 47      
|                                                 |                               |                                      |         
|Net Income                                       |                               | $                                    | 36,799  
|                                                 |                               |                                      |         
|Third-Party Investors' Share of Net Income       |                               | $                                    | 18,651  
|                                                 |                               |                                      |         
|Our Share of Net Income                          |                               |                                      | 18,148  
|Amortization of Excess Investment                |                               |                                      | (11,007 
|                                                 |                               |                                      |         
|Income from Unconsolidated Entities, Net         |                               | $                                    | 7,141   
|                                                 |                               |                                      |         

6.     Debt



Our unsecured debt currently consists of $9.6 billion of our senior unsecured notes and our $3.5 billion revolving credit facility, or credit
facility. All material amounts drawn on our credit facility in the first quarter were for general working capital purposes. We repaid a total of $804 million on our credit facility during the
three months ended March 31, 2008, with proceeds from a $705 million secured term loan and working capital. The total outstanding balance of the credit facility as of March 31,
2008, was $1.9 billion, and the maximum amount outstanding during the three months ended March 31, 2008, was approximately $2.6 billion. During the first three months of 2008, the
weighted average outstanding balance on the credit facility was approximately $2.2 billion.

10

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On January 15, 2008, we entered into a swap transaction that effectively converted $300.0 million of variable rate debt of the credit facility to fixed rate debt at a net
rate of 3.21%.



Total secured indebtedness was $5.9 billion and $5.3 billion at March 31, 2008 and December 31, 2007, respectively.

On
March 6, 2008, we borrowed $705 million on a term loan that matures March 5, 2012 and bears a rate of LIBOR plus 70 basis points. This loan is secured by the cash
flow of six operating properties and has an additional amount of availability of $145 million through the maturity date.

7.     Partners' Equity

Under the Simon Property Group, L.P. 1998 Stock Incentive Plan, or the Plan, on February 28, 2008, the Compensation Committee of Simon Property's
Board of Directors, or the Board, awarded 310,096 restricted shares of Simon Property common stock to employees under this Plan at fair value of $85.79 per share. The fair value of the restricted
stock, has been deferred and is being amortized over a four-year vesting service period. As a result, we issued a like number of units to Simon Property in accordance with our partnership
agreement.

During
the first three months of 2008, five limited partners exchanged 1,308,109 of our Units for a like number of shares of common stock of Simon Property, increasing its interest in
us.

On
July 26, 2007, the Board authorized a common stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common stock over the next
twenty-four
months as market conditions warrant. Simon Property may purchase the shares in the open market or in privately negotiated transactions. During the first quarter of 2008, Simon Property made no
purchases as part of this program. Simon Property's share repurchase program has remaining availability of approximately $950.7 million.

As
previously disclosed, for the quarter ending March 31, 2008, holders of Series I 6% Convertible Perpetual Units, or Series I Units, and Simon Property's
Series I 6% Convertible Perpetual Preferred Stock, or Series I Preferred Stock, could elect to convert their securities during the quarter into our units and shares of Simon Property
common stock, respectively. The optional conversion is a result of the closing sale price of Simon Property's common stock exceeding the applicable trigger price per share for a period of 20 trading
days in the last 30 trading days of the prior quarter. If holders of a Series I Unit convert into units, then the holder may also elect to convert those units into Simon Property common stock
on a one-for-one basis in accordance with our partnership agreement. During the three months ended March 31, 2008, 1,633 shares of Series I Preferred Stock
were converted into 1,290 shares of common stock and Simon Property converted a like number of its Series I Units into units. As of March 31, 2008, the conversion trigger price of
$78.54 had been met and the Series I Units are convertible into 0.795749 of a unit and the Series I Preferred Stock is convertible into 0.795749 of a share of common stock through
June 30, 2008.

Preferred
units whose redemption is outside of our control have been classified as temporary equity in the accompanying balance sheets.

8.     Commitments and Contingencies



There have been no material developments with respect to the pending litigation disclosed in our 2007 Annual Report on Form 10-K.

We
are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will
not have a material

11

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adverse
impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.



Joint venture debt is the liability of the joint venture, and is typically secured by the joint venture property, which is non-recourse to us. As of
March 31, 2008, we have loan guarantees and other guarantee obligations of $148.9 million and $37.5 million, respectively, to support our total $6.5 billion share of joint
venture mortgage and other indebtedness in the event that the joint venture partnership defaults under the terms of the underlying arrangement. Mortgages which are guaranteed by us are secured by the
property of the joint venture and that property could be sold in order to satisfy the outstanding obligation.

9.     Real Estate Acquisitions and Dispositions

We had no consolidated property acquisitions or dispositions during the three months ended March 31, 2008.

10.   Recent Financial Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements" ("SFAS 157").
SFAS 157 is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by GAAP; it does not create or modify any current GAAP
requirements to apply fair value accounting. SFAS 157 provides a single definition for fair value that is to be applied consistently for all accounting applications, and also generally
describes and prioritizes according to reliability the methods and inputs used in valuations. SFAS 157 prescribes various disclosures about financial statement categories and amounts which are
measured at fair value, if such disclosures are not already specified elsewhere in GAAP. The new measurement and disclosure requirements of SFAS 157 were effective for us in the first quarter
of 2008. The adoption of SFAS 157 did not have a significant impact on our financial position or results of operations.

In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS 141(R)"), and SFAS No. 160, "Noncontrolling Interests in Consolidated Financial
Statements"("SFAS 160"). SFAS 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS 160 clarifies that a noncontrolling interest in a subsidiary should be
reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS 141(R) and
SFAS 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We do not expect the adoption of
SFAS 141(R) or SFAS 160 will have a significant impact on our results of operations or financial position.

12

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the financial statements and notes thereto that are included in this report.

Overview

Simon Property Group, L.P. is a Delaware limited partnership and the majority-owned partnership subsidiary of Simon Property Group, Inc. In this
discussion, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P. and its subsidiaries and the term "Simon Property" refers specifically to Simon Property
Group, Inc.

We
own, develop, and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle
centers. As of March 31, 2008, we owned or held an interest in 321 income-producing properties in the United States, which consisted of 168 regional malls, 39 Premium Outlet centers, 67
community/lifestyle centers, 37 properties acquired in the Mills acquisition, and 10 other shopping centers or outlet centers in 41 states plus Puerto Rico. Of the 37 Mills properties acquired, 17 of
these properties are The Mills, 16 are regional malls, and four are community centers. We also own interests in three parcels of land held in the United States for future development. In the United
States, we have three new properties currently under development aggregating approximately 2.3 million square feet which will open during 2008. Internationally, we have ownership interests in
51 European shopping centers (France, Italy and Poland); six Premium Outlet centers in Japan; one Premium Outlet center in Mexico; and one Premium Outlet center in South Korea. We also own a
32.5% interest in five shopping centers located in China, all of which are currently under construction.

We
generate the majority of our revenues from leases with retail tenants including:



Revenues
of our management company, after intercompany eliminations, consist primarily of management fees that are typically based upon the revenues of the property being managed.

We
seek growth in earnings and cash flows by enhancing the profitability and operation of our properties and investments. We seek to accomplish this growth through the following:



We
also grow by generating supplemental revenues from the following activities:



13

---





We
focus on high quality real estate across the retail real estate spectrum. We expand or renovate to enhance existing assets' profitability and market share when we believe the
investment of our capital meets our risk-reward criteria. We selectively develop new properties in major metropolitan areas that exhibit strong population and economic growth.

We
routinely review and evaluate acquisition opportunities based on their ability to complement our portfolio. Lastly, we are selectively expanding our international presence. Our
international strategy includes partnering with established real estate companies and financing international investments with local currency to minimize foreign exchange risk.

To
support our growth, we employ a three-fold capital strategy:





Diluted earnings per unit decreased $0.05 during the first three months of 2008, or 11.4%, to $0.39 from $0.44 for the same period last year. The first quarter of
2007 included $22.8 million of lease settlement income, $19.0 million of which related to two department store closures, while the first quarter of 2008 included approximately
$7.9 million of lease settlement income, primarily related to one tenant closure throughout the portfolio. The 2008 results also included a $10.9 million loss related to our share of the
operating results of the properties acquired in the Mills acquisition through a 50% interest we hold in SPG-FCM Ventures, LLC, or SPG-FCM.

Core
business fundamentals remained solid during the first quarter of 2008. Regional mall comparable sales per square foot ("psf") continued to increase during the first quarter of 2008,
increasing 0.8% to $491 psf from $487 psf for the same period in 2007. Our regional mall average base rents increased 4.3% to $37.73 psf as of March 31, 2008, from
$36.18 psf as of March 31, 2007. Regional mall occupancy was 91.7% as of March 31, 2008, as compared to 91.8% as of March 31, 2007. In addition, our regional mall leasing
spreads were $15.21 psf as of March 31, 2008, representing a 38.7% increase over expiring rents. The operating fundamentals of the Premium Outlet centers also contributed to the improved
operating results for the three month period, with that portion of the portfolio effectively fully occupied at 97.9%, comparable sales psf increasing 5.4% to $511, and leasing spreads at $7.05, or
28.6% above expiring rents.

During
the first three months of 2008, the LIBOR rate has significantly decreased (2.70% at March 31, 2008, versus 5.32% at March 31, 2007). As a result, our effective
overall borrowing rate for the three
months ended March 31, 2008, decreased 57 basis points as compared to the three months ended March 31, 2007. Our financing activities for the three months ended March 31, 2008,
included:



14

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The portfolio data discussed in this overview includes the following key operating statistics: occupancy, average base rent per square foot, and comparable sales
per square foot for our three domestic platforms. We include acquired properties in this data beginning in the year of acquisition and remove properties sold in the year disposed. We do not include
any properties located outside of the United States. The following table sets forth these key operating statistics for:



15

---







|                                  |  | March 31,
2008 |       | %/basis point
Change (1) |          | March 31,
2007 |   | %/basis point
Change (1) | 
|--------------------------------- |  | -------------- | ----- | ------------------------ | -------- | -------------- | - | ------------------------ | 
|Regional Malls:                   |  |                |       |                          |          |                |   |                          | 
|Occupancy                         |  |                |       |                          |          |                |   |                          | 
|Consolidated                      |  |                | 91.9% |                          | +10 bps  |                |   | 91.8%                    | 
|Unconsolidated                    |  |                | 91.2% |                          | -50 bps  |                |   | 91.7%                    | 
|Total Portfolio                   |  |                | 91.7% |                          | -10 bps  |                |   | 91.8%                    | 
|Average Base Rent per Square Foot |  |                |       |                          |          |                |   |                          | 
|Consolidated                      |  | $              | 36.79 |                          | 4.1      | %              | $ | 35.34                    | 
|Unconsolidated                    |  | $              | 39.64 |                          | 4.9      | %              | $ | 37.78                    | 
|Total Portfolio                   |  | $              | 37.73 |                          | 4.3      | %              | $ | 36.18                    | 
|Comparable Sales Per Square Foot  |  |                |       |                          |          |                |   |                          | 
|Consolidated                      |  | $              | 465   |                          | -1.0     | %              | $ | 470                      | 
|Unconsolidated                    |  | $              | 546   |                          | 4.6      | %              | $ | 522                      | 
|Total Portfolio                   |  | $              | 491   |                          | 0.8      | %              | $ | 487                      | 
|Premium Outlet Centers:           |  |                |       |                          |          |                |   |                          | 
|Occupancy                         |  |                | 97.9% |                          | -140 bps |                |   | 99.1%                    | 
|Average base rent per square foot |  | $              | 26.32 |                          | 6.0      | %              | $ | 24.84                    | 
|Comparable sales per square foot  |  | $              | 511   |                          | 5.4      | %              | $ | 485                      | 
|The Mills ®: (2)                  |  |                |       |                          |          |                |   |                          | 
|Occupancy                         |  |                | 94.2% |                          |         |                |   |                         | 
|Comparable sales per square foot  |  | $              | 379   |                          |         |                |   |                         | 
|Average base rent per square foot |  | $              | 19.25 |                          |         |                |   |                         | 
|Mills Regional Malls: (2)         |  |                |       |                          |          |                |   |                          | 
|Occupancy                         |  |                | 86.8% |                          |         |                |   |                         | 
|Comparable sales per square foot  |  | $              | 450   |                          |         |                |   |                         | 
|Average base rent per square foot |  | $              | 37.05 |                          |         |                |   |                         | 
|Community/Lifestyle Centers:      |  |                |       |                          |          |                |   |                          | 
|Occupancy                         |  |                |       |                          |          |                |   |                          | 
|Consolidated                      |  |                | 92.1% |                          | +70 bps  |                |   | 91.4%                    | 
|Unconsolidated                    |  |                | 95.9% |                          | -50 bps  |                |   | 96.4%                    | 
|Total Portfolio                   |  |                | 93.3% |                          | +20 bps  |                |   | 93.1%                    | 
|Average Base Rent per Square Foot |  |                |       |                          |          |                |   |                          | 
|Consolidated                      |  | $              | 12.82 |                          | 6.3      | %              | $ | 12.06                    | 
|Unconsolidated                    |  | $              | 11.81 |                          | 0.9      | %              | $ | 11.70                    | 
|Total Portfolio                   |  | $              | 12.47 |                          | 4.4      | %              | $ | 11.94                    | 

---

Occupancy Levels and Average Base Rent Per Square Foot.Occupancy and average base rent are based on
mall and freestanding GLA owned by us in the regional malls, all tenants at the Premium Outlet centers, all tenants in the properties acquired from Mills, and all tenants at community/lifestyle
centers. Our portfolio has maintained stable occupancy and increased average base rents.

16

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Comparable Sales Per Square Foot.Comparable sales include total reported retail tenant sales at
owned GLA (for mall and freestanding stores with less than 10,000 square feet) in the regional malls and all reporting tenants at the Premium Outlet centers. Retail sales at Owned GLA affect revenue
and profitability levels because sales determine the amount of minimum rent that can be charged, the percentage rent realized, and the recoverable expenses (common area maintenance, real estate taxes,
etc.) that tenants can afford to pay.

International Property Data

The following key operating statistics are provided for our international properties, which we account for using the equity method of accounting.

|                                  |  | March 31,
2008 |        | %/basis point
Change |          | March 31,
2007 |   | %/basis point
Change | 
|--------------------------------- |  | -------------- | ------ | -------------------- | -------- | -------------- | - | -------------------- | 
|European Shopping Centers:        |  |                |        |                      |          |                |   |                      | 
|Occupancy                         |  |                | 98.5%  |                      | +90 bps  |                |   | 97.6%                | 
|Comparable sales per square foot  |  | €              | 424    |                      | 7.3      | %              | € | 395                  | 
|Average base rent per square foot |  | €              | 29.68  |                      | 11.8     | %              | € | 26.55                | 
|International Premium Outlets (1) |  |                |        |                      |          |                |   |                      | 
|Occupancy                         |  |                | 98.3%  |                      | -170 bps |                |   | 100.0%               | 
|Comparable sales per square foot  |  | ¥              | 94,134 |                      | 5.1      | %              | ¥ | 89,554               | 
|Average base rent per square foot |  | ¥              | 4,691  |                      | 0.8      | %              | ¥ | 4,654                | 

---

Results of Operations

In addition to the activity discussed above in the Results Overview section, the following acquisitions, property openings, and other activity affected our
consolidated results from continuing operations in the comparative periods:



17

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In
addition to the activities discussed in the Results Overview section, the following acquisitions, dispositions, and openings affected our income from unconsolidated entities in the
comparative periods:



For
the purposes of the following comparison between the three months ended March 31, 2008, and 2007, the above transactions are referred to as the "property transactions". In the
following discussions of our results of operations, "comparable" refers to properties open and operating throughout the periods in both 2008 and 2007.



Minimum rents increased $39.8 million during the period, of which the property transactions accounted for $18.5 million of the increase. Total
amortization of the fair market value of in-place leases served to decrease minimum rents by $2.9 million due to certain in-place lease
adjustments becoming fully amortized. Comparable rents increased $21.3 million, or 4.2%. This was primarily due to the leasing of space at higher rents that resulted in an increase in minimum
rents of $24.3 million offset by a $2.7 million decrease in comparable property straight-line rents and fair market value of in-place lease amortization. In
addition, rents from carts, kiosks, and other temporary tenants decreased comparable rents by $0.3 million.

Overage
rents decreased $1.2 million or 7.0%, reflecting decreases in tenant sales.

Tenant
reimbursements increased $19.6 million, of which the property transactions accounted for $8.3 million. The remainder of the increase of $11.3 million, or
4.9%, was in comparable properties and was due to inflationary increases in property operating costs and our ongoing initiative of converting our leases to a fixed reimbursement with an annual
escalation provision for common area maintenance costs.

Management
fees and other income increased $12.1 million principally as a result of additional management fees derived from the additional properties being managed from the Mills
acquisition and additional leasing and development fees as a result of incremental property activity.

18

---



Total
other income decreased $27.2 million, and was principally the result of the following:



Depreciation
and amortization expense increased $12.8 million and is primarily a result of the property transactions.

Real
estate taxes increased $5.3 million from the prior period, $2.3 million of which is related to the property transactions, and $3.0 million from our comparable
properties due to the effect of increases resulting from reassessments, higher tax rates, and the effect of expansion and renovation activities.

Provision
for credit losses increased $6.0 million primarily due to an increase in bankruptcies over the prior year and an increase in tenant litigation over the prior year.

Home
and Regional office expense increased $5.9 million primarily due to increased personnel costs, primarily the result of the Mills acquisition, and the effect of incentive
compensation plans.

Other
expenses increased $4.7 million due to increased consulting and professional fees, including legal fees and related costs.

Interest
expense increased $7.4 million due principally to the impact of the property transactions of $8.7 million, offset by a 57 basis point decrease in the weighted
average interest rate, as a result of a reduced LIBOR rate and the effect of our financing activity discussed above in the Results Overview section.

Income
from unconsolidated entities decreased $14.6 million, due primarily to the impact of the Mills transaction (net of eliminations). On a net income basis, our share of income
from SPG-FCM approximates a net loss of $10.9 million for the quarter due to additional depreciation and amortization expenses on asset basis step-ups in purchase
accounting approximating $31.0 million for the first quarter of 2008. Also contributing to the decrease is the prior year recognition of $3.3 million in income related to a land sale.

Preferred
unit distribution requirement decreased $3.4 million as a result of the redemption of the Series G preferred units in the fourth quarter of 2007.

We
sold the following properties in 2007 on the indicated date. Due to the limited significance of these properties on our financial statements, we did not report these properties as
discontinued operations.

Property

Date of DispositionLafayette Square

December 27, 2007University Mall

September 28, 2007Boardman Plaza

September 28, 2007Griffith Park Plaza

September 20, 2007Alton Square

August 2, 2007


Liquidity and Capital Resources

Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on long-term fixed rate debt. We
manage our floating rate debt to be at or below 15-25% of total outstanding indebtedness by setting interest rates for each financing or refinancing based on current market conditions.
Floating rate debt currently comprises only approximately 18% of our total consolidated debt. We also enter into interest rate protection agreements as appropriate to assist in managing our interest
rate risk. We derive most of our liquidity from leases that generate positive net cash

19

---



flow
from operations and distributions of capital from unconsolidated entities that totaled $259.9 million during the first three months of 2008. In addition, our $3.5 billion credit
facility provides an alternative source of liquidity as our cash needs vary from time to time.

Our
balance of cash and cash equivalents decreased $73.3 million during 2008 to $428.7 million as of March 31, 2008. March 31, 2008, and December 31,
2007, balances include $30.4 million and $41.3 million, respectively, related to our co-branded gift card programs, which we do not consider available for general working
capital purposes.

On
March 31, 2008, our credit facility had available borrowing capacity of approximately $1.6 billion. During the first three months of 2008, the maximum amount outstanding
under the Credit Facility was $2.6 billion and the weighted average amount outstanding was $2.2 billion. The weighted average interest rate was 3.98% for the period ended
March 31, 2008.

We
and Simon Property also have access to public equity and long term unsecured debt markets and access to private equity from institutional investors at the property level.

Acquisition of The Mills Corporation by SPG-FCM

As previously disclosed in our 2007 Form 10-K, SPG-FCM, a 50/50 joint venture between an affiliate of the Operating Partnership and
funds managed by Farallon Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all outstanding shares of common stock of Mills for $25.25 per share on
February 16, 2007. The acquisition was completed through a cash tender offer and a subsequent merger transaction which concluded on April 3, 2007. To date, we and Farallon had each
contributed $650.0 million to SPG-FCM for the acquisition. As previously disclosed, as part of the transaction we also made loans to SPG-FCM and Mills that bear interest
primarily at rates of LIBOR plus 270-275 basis points. These funds were used to repay loans and other obligations of Mills, including the redemption of preferred stock. During 2007,
certain of these loans were repaid by Mills. As of March 31, 2008, the only remaining loan was to SPG-FCM in the amount of $540.0 million. During the first quarter of 2008
and 2007, we recorded approximately $4.5 million and $11.6 million in interest income (net of inter-entity eliminations), respectively, related to loans to SPG-FCM and Mills.
We also recorded fee income, including fee income amortization related to up-front fees on loans made to SPG-FCM and Mills, during the first quarter of 2008 and 2007 of
approximately $0.6 million and $1.9 million (net of inter-entity eliminations), respectively, for providing refinancing services to Mills' properties and SPG-FCM. The loan
facility to SPG-FCM bears a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available one-year extensions, subject to certain terms and
conditions.

Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the three months ended March 31, 2008, totaled
$259.9 million. In addition, we had net proceeds from all of our debt financing and repayment activities in this period of $171.9 million. These activities are further discussed below in
"Financing and Debt". We also:



20

---





In
general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and distributions to
partners necessary to maintain Simon Property's REIT qualification for 2008 and on a long-term basis. In addition, we expect to be able to obtain capital for nonrecurring capital
expenditures, such as acquisitions, major building renovations and expansions, as well as for scheduled principal maturities on outstanding indebtedness, from:



Financing and Debt



Our unsecured debt currently consists of $9.6 billion of senior unsecured notes of the Operating Partnership and our $3.5 billion revolving credit
facility, or credit facility. All material amounts drawn on our credit facility in the first quarter were for general working capital purposes. We repaid a total of $804 million on our credit
facility during the three months ended March 31, 2008 with proceeds from a $705 million secured term loan and working capital. The total outstanding balance of the credit facility as of
March 31, 2008 was $1.9 billion, and the maximum amount outstanding during the three months ended March 31, 2008, was approximately $2.6 billion. During the first three
months of 2008, the weighted average outstanding balance on the credit facility was approximately $2.2 billion.

On
January 15, 2008, we entered into a swap transaction that effectively converted $300.0 million of variable rate debt of the credit facility to fixed rate debt at a net
rate of 3.21%.



Total secured indebtedness was $5.9 billion and $5.3 billion at March 31, 2008, and December 31, 2007, respectively.

On
March 6, 2008, we borrowed $705 million on a term loan that matures March 5, 2012 and bears a rate of LIBOR plus 70 basis points. This loan is secured by the cash
flow of six operating properties and has an additional amount of availability of $145 million through the maturity date.



Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of March 31, 2008, and
December 31, 2007, consisted of the following (dollars in thousands):

Debt Subject to

Adjusted Balance as of March 31, 2008

Effective Weighted Average Interest Rate

Adjusted Balance as of December 31, 2007

Effective Weighted Average Interest RateFixed Rate

$
14,707,324

5.77
%
$
14,056,008

5.88
%Variable Rate


2,738,422

3.24
%

3,162,666

4.73
%$
17,445,746

5.37
%
$
17,218,674

5.67
%


As of March 31, 2008, we had interest rate cap protection agreements on approximately $93 million of consolidated variable rate debt. We also hold
$300.0 million of notional amount fixed rate swap agreements that have a weighted average fixed pay rate of 3.21% and a weighted average variable receive

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rate
of 3.47%. As of March 31, 2008, the net effect of these agreements effectively converted $300.0 million of variable rate debt to fixed rate debt.

Contractual Obligations and Off-Balance Sheet Arrangements.There have been no material
changes in our outstanding capital expenditure commitments since December 31, 2007, as previously disclosed in our 2007 Annual Report on Form 10-K. The following table
summarizes the material aspects of our future obligations as of March 31, 2008, for the remainder of 2008 and subsequent years thereafter (dollars in thousands):

|                                       |                    | 2008 |           | 20092010 |   | 20112013 |           | After 2013 |           | Total    
|-------------------------------------- | ------------------ | ---- | --------- | --------- | - | --------- | --------- | ---------- | --------- | ---------
|Long Term Debt                         |                    |      |           |           |   |           |           |            |           |          
|                                       | Consolidated (1)   |      | $         | 794,208   |   | $         | 3,946,595 |            | $         | 7,432,814
|                                       |                    |      |           |           |   |           |           |            |           |          
|Pro rata share of Long-Term Debt:      |                    |      |           |           |   |           |           |            |           |          
|                                       | Consolidated (2)   |      | $         | 792,160   |   | $         | 3,917,272 |            | $         | 7,297,285
|                                       | Joint Ventures (2) |      |           | 394,240   |   |           | 1,154,833 |            |           | 2,226,465
|                                       |                    |      |           |           |   |           |           |            |           |          
|Total Pro Rata Share of Long-Term Debt |                    | $    | 1,186,400 |           | $ | 5,072,105 |           | $          | 9,523,750 |          
|                                       |                    |      |           |           |   |           |           |            |           |          

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Our
off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in
Note 5 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture property, and is
non-recourse to us. As of March 31, 2008, we have loan guarantees and other guarantee obligations of $148.9 million and $37.5 million, respectively, to support our
total $6.5 billion share of joint venture mortgage and other indebtedness presented in the table above.

Acquisitions and Dispositions

Buy-sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who have a history of direct
investment in retail real estate. Our partners in our joint venture properties may initiate these provisions at any time. If we determine it is in our unitholders' best interests for us to purchase
the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows or liquidity, then we may initiate these provisions or elect to buy. If we
decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion opportunities.

Acquisitions.The acquisition of high quality individual properties or portfolios of properties
remain an integral component of our growth strategies; however, we did not acquire any properties during the first three months of 2008.

Dispositions.We continue to pursue the sale of properties that no longer meet our strategic criteria
or that are not the primary retail venue within their trade area. However, we did not dispose of any properties during the first three months of 2008.

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New U.S. Developments.The following describes certain of our new development projects, the estimated
total cost, and our share of the estimated total cost and our share of the construction in progress balance as of March 31, 2008 (dollars in millions):

|Property                     |  | Location              |  | Gross Leasable Area |  | Estimated Total Cost (a) |     | Our Share of Estimated Total Cost |   | Our Share of Construction in Progress |  | Estimated
Opening
Date
|---------------------------- |  | --------------------- |  | ------------------- |  | ------------------------ | --- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Under Construction:          |  |                       |  |                     |  |                          |     |                                   |   |                                       |  |                       
|Hamilton Town Center         |  | Noblesville, IN       |  | 950,000             |  | $                        | 121 |                                   | $ | 60                                    |  | $                     
|Jersey Shore Premium Outlets |  | Tinton Falls, NJ      |  | 435,000             |  |                          | 157 |                                   |   | 157                                   |  |                       
|Pier Park                    |  | Panama City Beach, FL |  | 920,000             |  |                          | 139 |                                   |   | 139                                   |  |                       

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We
expect to fund these projects with available cash flow from operations, borrowings from our credit facility, or project specific construction loans. We expect our share of total 2008
new development costs remaining for the year to be approximately $375 million.

Strategic Expansions and Renovations.In addition to new development, we also incur costs related to
construction for significant renovation and/or expansion projects at our properties. Included in these projects are the renovation and addition of Nordstrom at Northshore Mall and Ross Park Mall;
expansions and life-style additions at Tacoma Mall and University Park Mall; Phase II expansions at Orlando Premium Outlets, Philadelphia Premium Outlets, and The Promenade at
Camarillo; and the acquisition and renovation of several anchor stores, previously operated by Federated Department Stores.

We
expect to fund these capital projects with available cash flow from operations or borrowings from our credit facility. We have other renovation and/or expansion projects currently
under construction or in preconstruction development and expect to invest a total of approximately $400 million (our share) on expansion and renovation activities for the remainder of 2008.

International.We typically reinvest net cash flow from our international investments to fund future
international development activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded our European
investments with Euro-denominated borrowings that act as a natural hedge against local currency fluctuations. This has also been the case with our Premium Outlet joint ventures in Japan
and Mexico where we use Yen and Peso denominated financing. We expect our share of international development for 2008 to approximate $223 million.

Currently,
our net income exposure to changes in the volatility of the Euro, Yen, Peso and other foreign currencies is not material. Except for our share of the proceeds from the sale of
five properties owned by one of our European joint ventures described below, we do not expect to repatriate foreign denominated earnings in the near term since cash flows from operations are currently
being reinvested in other development projects.

The
carrying amount of our total combined investment in Simon Ivanhoe and GCI as of March 31, 2008, net of the related cumulative translation adjustment, was
$291.6 million. We account for these investments using the equity method of accounting. Currently, two European developments are under
construction, which will add approximately 942,000 square feet of GLA for a total net cost of approximately €221 million, of which our share is approximately
€53 million, or $83.8 million based on Euro:USD exchange rates. Additionally, on July 5, 2007, Simon Ivanhoe sold its interest in five of the assets located in
Poland, for which we recorded our share of the gain of $90.2 million.

As
of March 31, 2008, the carrying amount of our 40% joint venture investment in the six Japanese Premium Outlet centers, net of the related cumulative translation adjustment, was
$270.6 million.

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Currently,
two properties in Japan are undergoing expansion projects which will add approximately 245,200 square feet of GLA for a total net cost of approximately ¥9.9 billion, of
which our share is approximately ¥4.0 billion, or $39.8 million based on Yen:USD exchange rates.

During
2006, we finalized the formation of joint venture arrangements to develop and operate shopping centers in China. We own a 32.5% interest in a joint venture entity, Great Mall
Investments, Ltd. The shopping centers will be anchored by Wal-Mart stores. We are initially developing five centers in China, all of which are under construction, as of
March 31, 2008. Our total equity commitment for these centers approximates $59.3 million and as of March 31, 2008 our combined investment in this joint venture is approximately
$31.9 million.

Distributions and Stock Repurchase Program

Simon Property's Board of Directors declared and we paid a distribution of $0.90 per unit in the first quarter of 2008. Our distributions typically exceed our net
income generated in any given year primarily because of depreciation, which is a "non-cash" expense. Our future distributions will be determined by Simon Property's Board of Directors
based on actual results of operations, cash available for distributions, and what may be required to maintain Simon Property's status as a REIT.

On
July 26, 2007, Simon Property's Board of Directors authorized the repurchase of up to $1.0 billion of common stock by Simon Property over the next
twenty-four months as market conditions warrant. Simon Property may repurchase the shares in the open market or in privately negotiated transactions. During the first quarter of 2008, no
purchases were made as part of this program. The program had remaining availability of approximately $950.7 million at March 31, 2008. As Simon Property repurchases shares under this
program, we repurchase an equal number of our units from Simon Property.



Certain statements made in this section or elsewhere in this report may be deemed "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will
be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors
include, but are not limited to: our ability to meet debt service requirements, the availability of financing, changes in our credit rating, changes in market rates of interest and foreign exchange
rates for foreign currencies, the ability to hedge interest rate risk, risks associated with the acquisition, development and expansion of properties, general risks related to retail real estate, the
liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry,
relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area
maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our
status as a real estate investment trust. We discussed these and other risks and uncertainties under the heading "Risk Factors" in our most recent Annual Report on Form 10-K. We may
update that discussion in our Quarterly Reports on Form 10-Q, but otherwise we undertake no duty or obligation to update or revise these forward-looking statements, whether as a
result of new information, future developments, or otherwise.

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Item 3.    Qualitative and Quantitative Disclosure About Market Risk

Sensitivity Analysis.We disclosed a comprehensive qualitative and quantitative analysis regarding
market risk in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2007 Annual Report on Form 10-K. There have been no material
changes in the assumptions used or results obtained regarding market risk since December 31, 2007.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation under the supervision
and with participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures"
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on
Form 10-Q. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of
March 31, 2008.

Changes in Internal Control Over Financial Reporting.There have not been any changes in our internal
control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

Part II  Other Information

Item 1.    Legal Proceedings

There have been no material developments with respect to the pending litigation disclosed in our 2007 Annual Report on Form 10-K.

We
are involved in various other legal proceedings that arise in the ordinary course of our 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. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 1A.    Risk Factors

Through the period covered by this report, there were no significant changes to the Risk Factors disclosed in "Part I, Item 1: Business" of our 2007
Annual Report on Form 10-K.

Item 5.    Other Information

During the quarter covered by this report, the Audit Committee of Simon Property Group, Inc.'s Board of Directors approved Ernst &
Young, LLP, the Company's independent registered public accounting firm, to perform certain international tax compliance services. This disclosure is made pursuant to Section 10A(i)(2)
of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002.

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Item 6.    Exhibits

| | Exhibit
Number |  | Exhibit Descriptions                                                                                                                                                                           
| | -------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 31.1           |  | Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | 31.2           |  | Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | 32             |  | Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.             

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| | SIMON PROPERTY GROUP, L.P.By Simon Property Group, Inc.,
General Partner                       
| | -----------------------------------------------------------------------------------------------
| | /s/ Stephen E. SterrettStephen E. Sterrett
Executive Vice President and Chief Financial Officer
| | Date: May 9, 2008                                                                              

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