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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 June 30, 2003

|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.)                                                                                   
|National City Center
115 West Washington Street, Suite 15 EastIndianapolis, 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.YESýNOo

Indicate
by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of
1934).YESoNOý

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SIMON PROPERTY GROUP, L.P.    FORM 10-Q        INDEX

PagePart I  Financial InformationItem 1:

Unaudited Consolidated Financial StatementsConsolidated Balance Sheets as of June 30, 2003 and December 31, 2002

3Consolidated Statements of Operations and Comprehensive Income for the three-month and six-month periods ended June 30, 2003 and 2002

4Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2003 and 2002

5Condensed Notes to Consolidated Financial Statements

6Item 2:

Management's Discussion and Analysis of Financial Condition and Results of Operations

14Item 3:

Qualitative and Quantitative Disclosure About Market Risk

23Item 4:

Controls and Procedures

23Part II  Other InformationItems 1 through 6

24-25Signature

26


2

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

|                                       |                                                                              | June 30, 2003                          |            | December 31, 2002 |           
|-------------------------------------- | ---------------------------------------------------------------------------- | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                |                                                                              |                                        |            |                   |           
|                                       | Investment properties, at cost                                               |                                        | $          | 14,246,023        |           
|                                       |                                                                              | Less  accumulated depreciation        |            |                   | 2,352,166 
|                                       |                                                                              |                                        |            |                   |           
|                                       |                                                                              |                                        | 11,893,857 |                   |           
|                                       | Cash and cash equivalents                                                    |                                        |            | 341,148           |           
|                                       | Tenant receivables and accrued revenue, net                                  |                                        |            | 262,786           |           
|                                       | Notes and advances receivable from Management Company
and affiliates         |                                        |            |                  |           
|                                       | Investment in unconsolidated entities, at equity                             |                                        |            | 1,576,109         |           
|                                       | Goodwill, net                                                                |                                        |            | 37,212            |           
|                                       | Deferred costs, other assets, and minority interest, net                     |                                        |            | 552,206           |           
|                                       |                                                                              |                                        |            |                   |           
|                                       |                                                                              | Total assets                           |            | $                 | 14,663,318
|                                       |                                                                              |                                        |            |                   |           
|LIABILITIES:                           |                                                                              |                                        |            |                   |           
|                                       | Mortgages and other indebtedness                                             |                                        | $          | 9,701,674         |           
|                                       | Accounts payable, accrued expenses, and deferred revenues                    |                                        |            | 580,710           |           
|                                       | Cash distributions and losses in partnerships and joint ventures, at equity  |                                        |            | 16,024            |           
|                                       | Other liabilities, minority interest, and accrued dividends                  |                                        |            | 172,028           |           
|                                       |                                                                              |                                        |            |                   |           
|                                       |                                                                              | Total liabilities                      |            |                   | 10,470,436
|                                       |                                                                              |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 8) |                                                                              |                                        |            |                   |           
|PARTNERS' EQUITY:                      |                                                                              |                                        |            |                   |           
|                                       | Preferred units, 22,031,847 units outstanding. Liquidation values $1,008,858 |                                        |            | 965,343           |           
|                                       | General Partner, 187,424,400 and 183,872,596 units outstanding, respectively |                                        |            | 2,520,098         |           
|                                       | Limited Partners, 60,745,553 and 63,746,013 units outstanding, respectively  |                                        |            | 816,781           |           
|                                       | Note receivable from Simon Property (interest at 7.8%, due 2009)             |                                        |            | (91,901           | )         
|                                       | Unamortized restricted stock award                                           |                                        |            | (17,439           | )         
|                                       |                                                                              |                                        |            |                   |           
|                                       |                                                                              | Total partners' equity                 |            |                   | 4,192,882 
|                                       |                                                                              |                                        |            |                   |           
|                                       |                                                                              | Total liabilities and partners' equity |            | $                 | 14,663,318
|                                       |                                                                              |                                        |            |                   |           

The accompanying notes are an integral part of these statements.

3

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

|                                                         |                                                                                                                              | For the Three Months
Ended June 30,   |         | For the Six Months
Ended June 30, |        
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ------- | --------------------------------- | -------
|
|REVENUE:                                                 |                                                                                                                              |                                       |         |                                   |        
|                                                         | Minimum rent                                                                                                                 |                                       | $       | 334,630                           |        
|                                                         | Overage rent                                                                                                                 |                                       |         | 6,734                             |        
|                                                         | Tenant reimbursements                                                                                                        |                                       |         | 168,011                           |        
|                                                         | Management fees and other revenues                                                                                           |                                       |         | 21,274                            |        
|                                                         | Other income                                                                                                                 |                                       |         | 30,762                            |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Total revenue                         |         |                                   | 561,411
|                                                         |                                                                                                                              |                                       |         |                                   |        
|EXPENSES:                                                |                                                                                                                              |                                       |         |                                   |        
|                                                         | Property operating                                                                                                           |                                       |         | 82,680                            |        
|                                                         | Depreciation and amortization                                                                                                |                                       |         | 124,790                           |        
|                                                         | Real estate taxes                                                                                                            |                                       |         | 58,323                            |        
|                                                         | Repairs and maintenance                                                                                                      |                                       |         | 20,880                            |        
|                                                         | Advertising and promotion                                                                                                    |                                       |         | 12,220                            |        
|                                                         | Provision for credit losses                                                                                                  |                                       |         | 4,205                             |        
|                                                         | Home and regional office costs                                                                                               |                                       |         | 20,130                            |        
|                                                         | General and administrative expenses                                                                                          |                                       |         | 4,023                             |        
|                                                         | Other                                                                                                                        |                                       |         | 6,866                             |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Total operating expenses              |         |                                   | 334,117
|                                                         |                                                                                                                              |                                       |         |                                   |        
|OPERATING INCOME                                         |                                                                                                                              |                                       | 227,294 |                                   |        
|Interest expense                                         |                                                                                                                              |                                       | 151,443 |                                   |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|Income before minority interest                          |                                                                                                                              |                                       | 75,851  |                                   |        
|Minority interest                                        |                                                                                                                              |                                       | (586    | )                                 |        
|Gain on sales of assets and other, net (Note 9)          |                                                                                                                              |                                       |        |                                   |        
|Gain from debt related transactions, net                 |                                                                                                                              |                                       |        |                                   |        
|Income tax expense of taxable REIT subsidiaries          |                                                                                                                              |                                       | (2,065  | )                                 |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|Income before unconsolidated entities                    |                                                                                                                              |                                       | 73,200  |                                   |        
|Loss from MerchantWired, LLC, net (Note 5)               |                                                                                                                              |                                       |        |                                   |        
|Income from other unconsolidated entities                |                                                                                                                              |                                       | 26,013  |                                   |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|Income before discontinued operations                    |                                                                                                                              |                                       | 99,213  |                                   |        
|Results of operations from discontinued operations       |                                                                                                                              |                                       | (293    | )                                 |        
|Loss on disposal or sale of discontinued operations, net |                                                                                                                              |                                       | (17,010 | )                                 |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|NET INCOME                                               |                                                                                                                              |                                       | 81,910  |                                   |        
|Preferred unit requirement                               |                                                                                                                              |                                       | (18,518 | )                                 |        
|                                                         |                                                                                                                              |                                       |         |                                   |        
|NET INCOME AVAILABLE TO UNITHOLDERS                      |                                                                                                                              | $                                     | 63,392  |                                   | $      
|                                                         |                                                                                                                              |                                       |         |                                   |        
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:     |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | General Partner                       |         | $                                 | 47,914 
|                                                         |                                                                                                                              | Limited Partners                      |         |                                   | 15,478 
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Net income                            |         | $                                 | 63,392 
|                                                         |                                                                                                                              |                                       |         |                                   |        
|BASIC EARNINGS PER UNIT:                                 |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Income before discontinued operations |         | $                                 | 0.33   
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Net income                            |         | $                                 | 0.26   
|                                                         |                                                                                                                              |                                       |         |                                   |        
|DILUTED EARNINGS PER UNIT:                               |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Income before discontinued operations |         | $                                 | 0.32   
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         |                                                                                                                              | Net income                            |         | $                                 | 0.25   
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         | Net Income                                                                                                                   |                                       | $       | 81,910                            |        
|                                                         | Cumulative effect of accounting change                                                                                       |                                       |         |                                  |        
|                                                         | Unrealized gain (loss) on interest rate hedge agreements                                                                     |                                       |         | 443                               |        
|                                                         | Net (income) losses on derivative instruments reclassified from
accumulated other comprehensive income into interest expense |                                       |         | (1,554                            | )      
|                                                         | Other                                                                                                                        |                                       |         | (975                              | )      
|                                                         |                                                                                                                              |                                       |         |                                   |        
|                                                         | Comprehensive Income                                                                                                         |                                       | $       | 79,824                            |        
|                                                         |                                                                                                                              |                                       |         |                                   |        

The accompanying notes are an integral part of these statements.

4

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

|                                               |            | For the Six Months
Ended June 30,                                                   |                                                                            
|---------------------------------------------- | ---------- | ----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               | Net income |                                                                                     | $                                                                          
|                                               |            | Adjustments to reconcile net income to net cash provided by operating activities   |                                                                            
|                                               |            |                                                                                     | Depreciation and amortization                                              
|                                               |            |                                                                                     | Gain from debt related transactions                                        
|                                               |            |                                                                                     | Gain on sales of assets and other, net                                     
|                                               |            |                                                                                     | Loss on disposal or sale of discontinued operations, net                   
|                                               |            |                                                                                     | Straight-line rent                                                         
|                                               |            |                                                                                     | Minority interest                                                          
|                                               |            |                                                                                     | Minority interest distributions                                            
|                                               |            |                                                                                     | Equity in income of unconsolidated entities                                
|                                               |            |                                                                                     | Distributions of income of unconsolidated entities                         
|                                               |            | Changes in assets and liabilities                                                  |                                                                            
|                                               |            |                                                                                     | Tenant receivables and accrued revenue                                     
|                                               |            |                                                                                     | Deferred costs and other assets                                            
|                                               |            |                                                                                     | Accounts payable, accrued expenses, deferred revenues and
other liabilities
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               |            | Acquisitions                                                                        |                                                                            
|                                               |            | Capital expenditures, net                                                           |                                                                            
|                                               |            | Cash from acquisitions                                                              |                                                                            
|                                               |            | Cash from consolidation of the Management Company                                   |                                                                            
|                                               |            | Net proceeds from sale of assets, partnership interest, and discontinued operations |                                                                            
|                                               |            | Investments in unconsolidated entities                                              |                                                                            
|                                               |            | Distributions of capital from unconsolidated entities                               |                                                                            
|                                               |            | Notes and advances to the Management Company and affiliate                          |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES:          |            |                                                                                     |                                                                            
|                                               |            | Partnership contributions and issuance of units                                     |                                                                            
|                                               |            | Partnership distributions                                                           |                                                                            
|                                               |            | Minority interest contributions                                                     |                                                                            
|                                               |            | Mortgage and other note proceeds, net of transaction costs                          |                                                                            
|                                               |            | Mortgage and other note principal payments                                          |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|                                               |            |                                                                                     |                                                                            
|DECREASE IN CASH AND CASH EQUIVALENTS          |            |                                                                                     | (49,496                                                                    
|CASH AND CASH EQUIVALENTS, beginning of period |            |                                                                                     | 390,644                                                                    
|                                               |            |                                                                                     |                                                                            
|CASH AND CASH EQUIVALENTS, end of period       |            | $                                                                                   | 341,148                                                                    
|                                               |            |                                                                                     |                                                                            

The accompanying notes are an integral part of these statements.

5

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SIMON PROPERTY GROUP, L.P.Condensed Notes to Unaudited Consolidated Financial Statements

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

1.    Organization

Simon Property Group, L.P. (the "Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of Simon Property Group, Inc.
("Simon Property"), a Delaware corporation. Simon Property is a self-administered and self-managed real estate investment trust ("REIT") under the Internal Revenue Code of
1986, as amended (the "Code"). In these notes, the terms "we", "us" and "our" refer to the Operating Partnership and its subsidiaries.

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of June 30, 2003, we owned or held an interest in 237 income-producing properties in the United States, which consisted of 168 regional
malls, 64 community shopping centers, and five office and mixed-use properties in 36 states (collectively, the "Properties", and individually, a "Property"). Mixed-use
properties are properties whose operating income includes two or more significant retail, office, and/or hotel components. We also own interests in four parcels of land held for future development
(together with the Properties, the "Portfolio"). In addition, we have ownership interests in other real estate assets and ownership interests in nine retail real estate properties operating in Europe
and Canada.

Our
subsidiary, M.S. Management Associates, Inc. (the "Management Company"), provides leasing, management, and development services as well as project management, accounting,
legal, marketing, and management information system services to most of the Properties. In addition, insurance subsidiaries of the Management Company reinsure the self-insured retention
portion of our general liability and workers' compensation programs. Third party providers provide coverage above the insurance subsidiaries' limits.



On January 1, 2003, we acquired all of the remaining equity interests of the Management Company from three Simon family members for a total purchase price
of $425, which was equal to the appraised value of the interests as determined by an independent third party. The acquisition was approved by the independent directors of Simon Property. As a result,
the Management Company is now our wholly owned consolidated taxable REIT subsidiary.

2.    Basis of Presentation

The accompanying financial statements are unaudited; however, we prepared the accompanying financial statements in accordance with accounting principles generally
accepted in the United States for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the
disclosures required by accounting principles generally accepted in the United States for complete financial statements.

The
accompanying unaudited financial statements of the Operating Partnership include the Operating Partnership and its subsidiaries. In our opinion, all adjustments necessary for fair
presentation, consisting of only normal recurring adjustments, have been included. We eliminated all significant intercompany amounts. The results for the interim period ended June 30, 2003 are
not necessarily indicative of the results to be obtained for the full fiscal year. We prepared these unaudited financial statements in accordance with the accounting policies described in our
financial statements for the year ended December 31, 2002 as filed with the Securities and Exchange Commission.

As
of June 30, 2003, of our 237 Properties we consolidated 156 wholly-owned Properties and 13 less than wholly-owned Properties which we control, and we accounted for 68
Properties using the equity method. We manage the day-to-day operations of 59 of the 68 equity method Properties.

6

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We
allocate our net operating results after preferred distributions based on our general partner's, Simon Property's, and the limited partners' respective ownership interests. Simon
Property's weighted average direct and indirect ownership interest in us was as follows:

For the Six Months Ended June 30,2003

200275.2
%
73.0
%


Simon Property's direct and indirect ownership interests in us at June 30, 2003 was 75.5% and at December 31, 2002 was 74.3%.

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

We
made certain reclassifications of prior period amounts in the financial statements to conform to the 2003 presentation. These include reclassifying certain home office and regional
office costs, and general and administrative expenses, the adoption of SFAS No. 145 "Rescission of FASB Statements No. 4, 44, and 64, Amendment of SFAS No. 13, and Technical
Corrections" ("SFAS No. 145") and presenting results of operations from discontinued operations.

As
a result of the consolidation of the Management Company, we have elected to present "home and regional office costs" and "general and administrative" expenses as separate expense
captions. In 2002, "home and regional office costs" and "general and administrative" expenses incurred related to consolidated Properties was included in "Property operating" expense. These expenses
through June 30, 2002 have been reclassified to conform with the current year presentation. "Home and regional office costs" include salary and benefits, office rent, office expenses and
information services expenses incurred in our home office and regional offices. "General and administrative" expenses represent the costs of operating as a public company and include such items as
stock exchange fees, public and investor relations expenses, certain executive officers' compensation expenses, audit fees, and legal fees.

Effective
January 1, 2003, we adopted SFAS No. 145 and therefore we have reclassified for all periods presented in the accompanying combined statements of operations and
comprehensive income those items which no longer qualify as extraordinary items to income from continuing operations. In 2002, we reclassified $16.1 million of gains from debt extinguishments
of consolidated Properties to "Gains from debt related transactions, net." The adoption of SFAS No. 145 had no impact on net income previously reported.

As
a result of our disposition activities in 2003 discussed in Note 9, we reclassified the results of operations of the nine Properties sold as part of discontinued operations
presented as a separate line in the accompanying statements of operations and comprehensive income for all periods presented.

3.    Per Unit Data

We determine basic earnings per unit of partnership interest ("Unit" or "Units") on the weighted average number of Units outstanding during the period. We
determine diluted earnings per Unit on the weighted average number of Units outstanding combined with the incremental weighted average Units that would have been outstanding

7

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assuming
all dilutive potential Units were converted into Units at the earliest date possible. The following table sets forth the weighted average Units used in the computation of our basic and
diluted earnings per Unit.

|                                              |  | For The Three Months
Ended June 30, |  | For the Six Months
Ended June 30,
|--------------------------------------------- |  | ----------------------------------- |  | ---------------------------------
|
|Net Income available to Unitholders  Basic   |  | $63,392                             |  | $235,631                         
|                                              |  |                                     |  |                                  
|Effect of dilutive securities:                |  |                                     |  |                                  
|Impact from all dilutive securities           |  |                                    |  | 8,502                            
|                                              |  |                                     |  |                                  
|Net Income available to Unitholders  Diluted |  | $63,392                             |  | $244,133                         
|                                              |  |                                     |  |                                  
|Weighted Average Units  Basic                |  | 248,112,573                         |  | 236,585,501                      
|Effect of stock options                       |  | 790,028                             |  | 721,307                          
|Effect of convertible preferred unit (1)      |  |                                    |  | 14,301,217                       
|                                              |  |                                     |  |                                  
|Weighted Average Units  Diluted              |  | 248,902,601                         |  | 251,608,025                      
|                                              |  |                                     |  |                                  

---

|                                    |  | For The Three Months
Ended June 30, |   | For the Six Months
Ended June 30,
|----------------------------------- |  | ----------------------------------- | - | ---------------------------------
|
|Basic and diluted per Unit amounts: |  |                                     |   |                                  
|Discontinued operations             |  | $(0.07                              | ) | $0.01                            

For the period ending June 30, 2003, potentially dilutive securities include the Series B convertible preferred units, and certain
preferred units of limited partnership interest of the Operating Partnership. However, these securities were not dilutive during the six months ended June 30, 2003.

4.    Cash and Cash Flow Information

Our balance of cash and cash equivalents as of June 30, 2003 included $88.7 million and as of December 31, 2002 included
$171.2 million related to our gift card and certificate programs, which we do not consider available for general working capital purposes.

5.    Investment in Unconsolidated Entities

Real Estate Joint Ventures

Joint ventures are common in the real estate industry. We use joint ventures to finance certain properties and to diversify our risk in a particular asset or
trade area. We may also use joint ventures in the development of new properties. We held joint venture ownership interests in 68 Properties as of June 30, 2003 and as of December 31,
2002. Since we do not fully control these joint venture Properties, accounting principles generally accepted in the United States currently require that we account for these Properties on the equity
method. See Note 10 for discussion on the impact of new accounting pronouncements on consolidation principles. Substantially all of our joint venture Properties are subject to rights of first
refusal, buy-sell provisions, or other sale rights for all partners which are customary in real estate partnership agreements and the industry. Our partners in these joint ventures may
initiate these provisions at any time, which will result in either the sale of or the use of available cash or borrowings to acquire the partnership interest.

Summary
financial information of the joint ventures and a summary of our investment in and share of income from such joint ventures follow. This information includes the 68 joint
venture interests held mentioned above as well as other joint venture real estate assets and ownership interests in nine retail properties operating in Europe and Canada. We condensed into separate
line items major captions of the statements of operations for joint venture interests sold or consolidated, when we have acquired an additional interest in a joint venture and have as a result,

8

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gained
control of the Property. We condensed these line items which include "Discontinued Joint Venture Interests", so that we may present comparative results of operations for those joint venture
interests held as of June 30, 2003.

|BALANCE SHEETS                        |                                        | June 30,
2003 |            | December 31,
2002
|------------------------------------- | -------------------------------------- | ------------- | ---------- | -----------------
|Assets:                               |                                        |               |            |                  
|Investment properties, at cost        |                                        | $8,736,572    |            | $8,157,283       
|Less  accumulated depreciation       |                                        | 1,527,926     |            | 1,327,751        
|                                      |                                        |               |            |                  
|                                      |                                        | 7,208,646     |            | 6,829,532        
|Cash and cash equivalents             |                                        | 241,820       |            | 199,209          
|Tenant receivables                    |                                        | 197,499       |            | 199,421          
|Investment in unconsolidated entities |                                        | 17,217        |            | 6,966            
|Other assets                          |                                        | 204,786       |            | 190,541          
|                                      |                                        |               |            |                  
|                                      | Total assets                           |               | $7,869,968 |                  
|                                      |                                        |               |            |                  
|Liabilities and Partners' Equity:     |                                        |               |            |                  
|Mortgages and other notes payable     |                                        | $5,702,697    |            | $5,306,465       
|Accounts payable and accrued expenses |                                        | 262,868       |            | 289,126          
|Other liabilities                     |                                        | 80,376        |            | 73,559           
|                                      |                                        |               |            |                  
|                                      | Total liabilities                      |               | 6,045,941  |                  
|Preferred Units                       |                                        | 125,000       |            | 125,000          
|Partners' equity                      |                                        | 1,699,027     |            | 1,631,519        
|                                      |                                        |               |            |                  
|                                      | Total liabilities and partners' equity |               | $7,869,968 |                  
|                                      |                                        |               |            |                  
|Our Share of:                         |                                        |               |            |                  
|Total assets                          |                                        | $3,203,719    |            | $3,121,271       
|                                      |                                        |               |            |                  
|Partners' equity                      |                                        | $737,518      |            | $717,061         
|Add: Excess Investment, net           |                                        | 822,567       |            | 831,728          
|                                      |                                        |               |            |                  
|Our net Investment in Joint Ventures  |                                        | $1,560,085    |            | $1,548,789       
|                                      |                                        |               |            |                  
|Mortgages and other notes payable     |                                        | $2,345,813    |            | $2,279,609       
|                                      |                                        |               |            |                  

9

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"Excess Investment" represents the unamortized difference of our investment over our share of the equity in the underlying net asset of the joint
ventures acquired. We amortize excess investment over the life of the related Properties, typically 35 years, and the amortization is included in income from unconsolidated entities.

|                                                            |                               | For the Three Months
Ended June 30, |            | For the Six Months
Ended June 30,
|----------------------------------------------------------- | ----------------------------- | ----------------------------------- | ---------- | ---------------------------------
|
|Revenue:                                                    |                               |                                     |            |                                  
|                                                            | Minimum rent                  |                                     | $  219,107 |                                  
|                                                            | Overage rent                  |                                     | 3,563      |                                  
|                                                            | Tenant reimbursements         |                                     | 111,501    |                                  
|                                                            | Other income                  |                                     | 64,919     |                                  
|                                                            |                               |                                     |            |                                  
|                                                            |                               | Total revenue                       |            | 399,090                          
|Operating Expenses:                                         |                               |                                     |            |                                  
|                                                            | Property operating            |                                     | 78,194     |                                  
|                                                            | Depreciation and amortization |                                     | 68,098     |                                  
|                                                            | Real estate taxes             |                                     | 34,247     |                                  
|                                                            | Repairs and maintenance       |                                     | 19,745     |                                  
|                                                            | Advertising and promotion     |                                     | 9,111      |                                  
|                                                            | Provision for credit losses   |                                     | 3,218      |                                  
|                                                            | Other                         |                                     | 23,206     |                                  
|                                                            |                               |                                     |            |                                  
|                                                            |                               | Total operating expenses            |            | 235,819                          
|                                                            |                               |                                     |            |                                  
|Operating Income                                            |                               | 163,271                             |            | 136,656                          
|Interest Expense                                            |                               | 93,307                              |            | 83,626                           
|                                                            |                               |                                     |            |                                  
|Income Before Minority Interest and Unconsolidated Entities |                               | 69,964                              |            | 52,730                           
|Income from unconsolidated entities                         |                               | 1,896                               |            | 1,507                            
|Minority interest                                           |                               | (269)                               |            |                                 
|                                                            |                               |                                     |            |                                  
|Income From Continuing Operations                           |                               | 71,591                              |            | 54,237                           
|Income from Discontinued Joint Venture Interests            |                               |                                    |            | 5,585                            
|                                                            |                               |                                     |            |                                  
|Net Income                                                  |                               | $71,591                             |            | $59,822                          
|                                                            |                               |                                     |            |                                  
|Third-Party Investors' Share of Net Income                  |                               | $38,593                             |            | $35,501                          
|                                                            |                               |                                     |            |                                  
|Our Share of Net Income                                     |                               | $32,998                             |            | $24,321                          
|Amortization of Excess Investment                           |                               | 6,985                               |            | 5,719                            
|                                                            |                               |                                     |            |                                  
|Income from Unconsolidated Entities                         |                               | $26,013                             |            | $18,602                          
|                                                            |                               |                                     |            |                                  

Management Company

We consolidated the Management Company effective January 1, 2003. Therefore, the consolidated unaudited balance sheet as of June 30, 2003 and the
unaudited statements of operations and comprehensive income, and statements of cash flows for the periods ended June 30, 2003 include the balance sheet and results of operations of the
Management Company. Revenues of the Management Company, after intercompany eliminations, consist primarily of management fee revenues earned and are typically based upon the revenues of the property
being managed. As a result of the consolidation of the Management Company, we have elected to present "management fees and other revenues" as a separate revenue caption. Substantially all of these
revenues are derived from the management of unconsolidated joint venture Properties. We consolidated the Management Company as of January 1, 2003 at historical book values because the
transaction occurred with the initial sponsors of Simon Property. The assets of the Management Company as of January 1, 2003 of approximately $200 million, after intercompany
eliminations, consisted primarily of the investments of its insurance subsidiaries, investments in unconsolidated entities, a net deferred tax asset, and fixed assets. The liabilities of the
Management Company as of January 1, 2003 of approximately $50 million, after intercompany eliminations, consisted primarily of the reserves of its insurance subsidiaries and accounts
payable and accrued expenses.

Prior
to January 1, 2003, we accounted for our interest in the Management Company under the equity method of accounting. Our net investment in the Management Company, excluded
from the tables above, was $95.5 million as of December 31, 2002. Our share of the Management Company's consolidated net loss, including MerchantWired LLC

10

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(a
joint venture discontinued in 2002), after intercompany profit eliminations during the three month and six month periods ended June 30, 2002 are presented below:

|                                                                  |  | For the Three Month Period Ended
June 30, 2002 |  | For the Six Month Period Ended
June 30, 2002
|----------------------------------------------------------------- |  | ---------------------------------------------- |  | --------------------------------------------
|Our share of:                                                     |  |                                                |  |                                             
|Management Company income excluding losses from MerchantWired LLC |  | $6,655                                         |  | $7,928                                      
|Losses from MerchantWired LLC                                     |  | (24,471)                                       |  | (32,742)                                    
|                                                                  |  |                                                |  |                                             
|Total net loss                                                    |  | $(17,816)                                      |  | $(24,814)                                   
|                                                                  |  |                                                |  |                                             

The losses from MerchantWired LLC for the six-months ended June 30, 2002 presented above and in the accompanying statements of
operations and comprehensive income include our indirect share of the operating losses of MerchantWired LLC of $10.2 million, after a tax benefit of $6.2 million. The operating losses
include our share of an impairment charge of $4.2 million, after tax. Finally, the losses from MerchantWired LLC include our indirect share of the write-off of the technology
investment in MerchantWired LLC of $22.5 million, after a tax benefit of $9.4 million.

6.    Debt

On March 18, 2003, we issued two tranches of senior unsecured notes to institutional investors pursuant to Rule 144A totaling $500.0 million
at a weighted average fixed interest rate of 5.11%. Subsequently, we exchanged notes that had been registered under the Securities Act of 1933 for the Rule 144A notes. The exchange notes and
the Rule 144A notes have the same economic terms and conditions. The first tranche is $300.0 million at a fixed interest rate of 4.875% due March 18, 2010 and the second tranche
is $200.0 million at a fixed interest rate of 5.45% due March 15, 2013. The net proceeds from this offering were $498.7 million, of which $440.0 million was used to reduce
borrowings on our $1.25 billion unsecured credit facility (the "Credit Facility").

On
April 1, 2003, we paid off $100.0 million of 7.05% unsecured notes that matured on that date with the remaining portion of the proceeds from the senior unsecured notes
mentioned above and available working capital. On June 15, 2003, we paid off $375.0 million of 6.625% unsecured notes that matured on that date with borrowings from our Credit Facility.

On
April 1, 2003, we paid off, using available cash flow, a $34.0 million variable rate mortgage, at LIBOR plus 150 basis points, that encumbered one consolidated
Property. In addition, we refinanced another consolidated mortgaged Property subject to a $100.0 million 4.60% fixed rate mortgage that matures on July 1, 2013. The balance of the
previous mortgage was $85.5 million at a weighted average fixed rate of 7.16% and was scheduled to mature on December 31, 2003.

On
June 27, 2003, we retired our existing €60 million EURO-denominated unsecured credit agreement (the "EURO Facility"), which had an initial
maturity date of July 31, 2003, with available working capital of $28.2 million and €34.7 million borrowed from a new EURO sub-tranche of our Credit
Facility. We restructured our Credit Facility to establish a $100 million EURO sub-tranche which bears the same interest rate and maturity date as the overall Credit Facility. The
amount available under the $100 million EURO sub-tranche will vary with changes in the exchange rate, however, we may also borrow the amount available in dollars under this EURO
sub-tranche, if necessary.

7.    Partners' Equity

On January 22, 2003, three limited partners exchanged a total of 13,469 Units for 13,469 shares of common stock of Simon Property. On February 19,
2003, two limited partners exchanged a total of 2,867,342 Units for 2,867,342 shares of common stock of Simon Property. We issued an equivalent number of Units to Simon Property as a result of these
exchanges.

On
February 13, 2003, we issued 364,405 Units to Simon Property in connection with Simon Property's issuance of 364,405 shares of restricted stock that were awarded under The
Simon Property Group 1998 Stock Incentive Plan at a value of $33.20 per share. The fair market value of the restricted stock awarded has been deferred and is being amortized over the four year vesting
period.

11

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We
issued 313,939 Units to Simon Property related to employee stock options exercised during the first six months of 2003. We used the net proceeds from the option exercises of
approximately $7.6 million for general working capital purposes.

8.    Commitments and Contingencies



Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about
November 9, 1999, Triple Five of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America,
certain members of the Simon family and entities allegedly controlled by such individuals, and Simon Property. The action was later removed to federal court. Two
transactions form the basis of the complaint: (i) the sale by Teachers Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America
Company and Minntertainment Company to the Operating Partnership and related entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The
Chase Manhattan Bank that is secured by a mortgage placed on Mall of America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive
trust, accounting, and specific performance. Although the complaint names all defendants in several counts, we are specifically identified as a defendant in connection with the sale to Teachers.
Although the Complaint seeks unspecified damages, Triple Five has submitted a report of a purported expert witness that attempts to quantify its damages at between approximately $80 million and
$160 million. On August 12, 2002, the court granted in part and denied in part motions for partial summary judgment filed by the parties. Trial in this matter began June 2, 2003
and concluded on August 11, 2003, but no decision has been rendered by the court. It is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the
amount or range of potential loss, if any. We believe that the Triple Five litigation will not have a material adverse effect on our financial position or results of operations. In connection with the
financing, the Operating Partnership agreed to indemnify the mortgage loan lenders and other nonparties to the litigation for certain costs, including litigation expenses and damages.

We
are currently not subject to any other material litigation other than routine litigation, claims and administrative proceedings arising in the ordinary course of business. We believe
that such routine litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations.



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
June 30, 2003, we have guaranteed or have provided letters of credit to support $73.3 million of our total $2.3 billion share of joint venture mortgage and other indebtedness in
the event the joint venture partnership defaults under the terms of the mortgage. The mortgages guaranteed are secured by the property of the joint venture partnership and could be sold in order to
satisfy the outstanding obligation.



On December 5, 2002, Simon Property Acquisitions, Inc., a wholly-owned subsidiary of Simon Property, commenced a tender offer to acquire all of the
outstanding shares of Taubman Centers, Inc. at a price of $18.00 per share in cash. On January 15, 2003, Westfield America, Inc., the U.S. subsidiary of Westfield America Trust,
joined Simon Property's tender offer and they jointly increased the tender offer to $20.00 per share in cash. As of February 14, 2003 and March, 28, 2003, a total of 44,135,107 and 40,302,385
of the 52,207,756 common shares outstanding of Taubman Centers, Inc., were tendered into the offer, respectively. The expiration date of the tender offer has been extended to August 29,
2003. Under the terms of our partnership agreement, we pay the operating expenses of Simon Property. As a result, we have deferred $9.3 million, net, in acquisition costs related to this
acquisition. If Simon Property is unsuccessful in its efforts, then these costs will be expensed.

9.    Real Estate Acquisitions and Dispositions

On January 11, 2003, the minority limited partner in The Forum Shops at Caesars in Las Vegas, NV initiated the buy/sell provision of the partnership
agreement. On March 14, 2003, we purchased this interest for $174.0 million in cash and assumed the minority limited partner's $74.2 million share of debt, and other partnership
liabilities. We

12

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funded
this purchase with borrowings from our Credit Facility. We recorded minority interest expense relating to the minority limited partner's share of the results of operations of The Forum Shops at
Caesars through March 14, 2003.

On
July 1, 2003, we announced an agreement to purchase a 100% interest in Stanford Shopping Center in Palo Alto, California for $333 million from Stanford University.
Stanford University will continue to hold, as lessor, a long-term ground lease underlying the asset. In addition, we made a $50.0 million deposit with borrowings on our Credit
Facility on June 30, 2003 relating to this acquisition, which is subject to customary due diligence and closing conditions. The deposit is reflected as part of "Deferred costs, other assets,
and minority interest, net" in the accompanying consolidated balance sheet as of June 30, 2003 and in "Acquisitions" in the accompanying consolidated statement of cash flows.

During
the period ended June 30, 2003, we continued to dispose of non-core Properties with the sale of or commitment to sell nine Properties, consisting of five
regional malls and four community centers. The closing of one Property occurred on July 1, 2003. In total, we received net proceeds from these sales of $88.9 million, including
$17.0 million of net proceeds received on July 1, 2003. As a result of these sales and commitment to sell, we recorded a net loss of $12.8 million. The Properties and their date
of sale consisted of:

|  |  |                                                   
|- |  | --------------------------------------------------
| |  | Richmond Square, Mounds Mall, Mounds              
|  |  | Mall Cinema, and Memorial Mall on January 9, 2003,
| |  | Forest Village Park Mall on April 29, 2003,       
| |  | North Riverside Park Plaza on May 8, 2003,        
| |  | Memorial Plaza on May 21, 2003,                   
| |  | Fox River Plaza on May 22, 2003, and              
| |  | Eastern Hills Mall on July 1, 2003                

As
of December 31, 2002, the carrying value of these Properties was $105.7 million and is included in "Investment properties, at cost." Total revenues from the
discontinued operations totaled $11.9 million for the six months ended June 30, 2002 and $24.7 million for the twelve months ended December 31, 2002.

10.    New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51" ("FIN 46"). FIN 46 requires the consolidation of entities in which an enterprise absorbs the majority of the entity's expected losses,
receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Currently, we consolidate entities that we
control, as defined in our financial statements for the year ended December 31, 2002 as filed with the Securities and Exchange Commission.

Our
partnerships are primarily funded with financing from third party lenders, which is secured by first liens on the Property of the partnership and partner equity. Our maximum
exposure to loss as a result of our involvement in these partnerships is represented by the carrying amount of our investments in unconsolidated entities as disclosed on the accompanying balance
sheets plus our guarantees of joint venture debt as disclosed in Note 8. We are currently finalizing the evaluation of the full effects of the issuance of FIN 46 on the accounting for our
ownership interests in each unconsolidated entity, however, we believe some of our investments in unconsolidated entities will be consolidated as a result of the adoption of FIN 46. We are
required to adopt FIN 46 effective July 1, 2003.

13

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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 quarterly report on
Form 10-Q. 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. Those risks and
uncertainties incidental to the ownership and operation of commercial real estate include, but are not limited to: national, international, regional and local economic climates, competitive market
forces, changes in market rental rates, trends in the retail industry, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks associated with acquisitions,
the impact of terrorist activities, environmental liabilities, maintenance of Simon Property's REIT status, the availability of financing, and changes in market rates of interest. 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.

Overview

Simon Property Group, L.P. (the "Operating Partnership"), a Delaware limited partnership, is a majority owned subsidiary of Simon Property
Group, Inc. ("Simon Property"), a Delaware corporation. Simon Property is a self-administered and self-managed real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended (the "Code"). In this discussion, the terms "we", "us" and "our" refer to the Operating Partnership and its subsidiaries.

We
are engaged primarily in the ownership, operation, leasing, management, acquisition, expansion and development of real estate properties. Our real estate properties consist primarily
of regional malls and community shopping centers. As of June 30, 2003, we owned or held an interest in 237 income-producing properties in the United States, which consisted of 168 regional
malls, 64 community shopping centers, and five office and mixed-use properties in 36 states (collectively, the "Properties", and individually, a "Property"). Mixed-use
properties are properties whose operating income includes two or more significant retail, office, and/or hotel components. We also own interests in four parcels of land held for future development
(together with the Properties, the "Portfolio"). In addition, we have ownership interests in other real estate assets and ownership interests in nine retail real estate properties operating in Europe
and Canada.

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



Revenues
of M.S. Management Associates, Inc. (the "Management Company"), after intercompany eliminations, consist primarily of management fees that are typically based upon the
revenues of the property being managed. We also generate revenues due to our size and tenant relationships from the following:



Operational Overview

Our core business remained strong during the first six months of 2003. Regional mall occupancy increased 10 basis points to 91.6% as of June 30, 2003 from
91.5% as of June 30, 2002. Occupancy gains have slowed due to remerchandising efforts at several major Properties that have temporarily lowered their occupancy. Regional mall average base rents
increased 4.8% to $31.43 per square foot ("psf") as of June 30, 2003 from $29.99 psf as of June 30, 2002. Our regional mall leasing spreads during the first two quarters of 2003 were
$10.15 psf as of June 30, 2003

14

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compared
to $7.36 psf as of June 30, 2002. The regional mall leasing spread for 2003 includes new store leases signed at an average of $42.89 psf initial base rents as compared to $32.74 psf
for store leases terminating or expiring in the same period. We anticipate that the leasing spreads will normalize by December 31, 2003 to be in line with historical leasing spreads. Our same
store leasing spread was $8.19 or a 21.1% growth rate and is calculated by comparing leasing activity completed in 2003 with the previous rents for those exact same spaces. Regional mall comparable
sales psf increased 0.8% to $393 psf as of June 30, 2003, from $390 as of June 30, 2002, despite the weak overall economy.

During
the first six months of 2003, we continued to realize the benefits of acquisitions made during 2002. These acquisitions increased consolidated total revenues by
$71.1 million, consolidated operating income by $25.5 million, and income from unconsolidated entities by $5.8 million compared to the six months ended June 30, 2002.

In
addition, on March 14, 2003 we purchased the remaining ownership interest in The Forum Shops at Caesars in Las Vegas, NV from the minority limited partner in this Property who
initiated the buy/sell provision of the partnership agreement. We purchased this interest for $174.0 million in cash and assumed the minority limited partner's $74.2 million share of
debt, and other partnership liabilities and funded this purchase with borrowings from our $1.25 billion unsecured credit facility (the "Credit Facility"). Finally, on July 1, 2003, we
announced an agreement to purchase a 100% interest in Stanford Shopping Center in Palo Alto, California for $333 million from Stanford University, which will continue to hold, as lessor, a
long-term ground lease underlying the asset. We expect this transaction to close in August 2003.

We
also took advantage of the continuing low long-term interest environment by issuing $500.0 million of unsecured interest only notes on March 18, 2003 at a
weighted average fixed interest rate of 5.11% and weighted average term of 8.2 years. In connection with this offering we entered into interest rate lock agreements. After including the impact
of these hedging activities the all-in blended effective rate for this offering was 4.88%. We used the net proceeds of $498.7 million primarily to reduce borrowings on our Credit
Facility. We refinanced or unencumbered other Properties during 2003 that also decreased our overall average borrowing rates.

We
expect our overall Portfolio performance will be stable in 2003 as we expect to maintain similar leasing spreads, maintain or increase occupancy, and increase average base rents psf.

The
Portfolio data discussed in this operational overview includes some of the key operating statistics for our regional malls that we believe are necessary to understand our business
including occupancy, average base rents psf, leasing spreads, and comparable sales psf. Operating statistics give effect to newly acquired Properties beginning in the year of acquisition and do not
include Properties located outside of the United States. This overview is subject to the more detailed descriptions of our operations appearing elsewhere in this report.

Results of Operations

The following acquisitions, dispositions, and openings affected our consolidated results from continuing operations in the comparative periods:



Our
discontinued operations resulted from the sale or commitment to sell the following Properties (date of sale):

| |  | Richmond Square, Mounds Mall, Mounds Mall Cinema, and Memorial Mall (January 9, 2003),
|- |  | --------------------------------------------------------------------------------------
| |  | Forest Village Park Mall (April 29, 2003),                                            
| |  | North Riverside Park (May 8, 2003),                                                   
| |  | Memorial Plaza (May 21, 2003),                                                        
| |  | Fox River Plaza (May 22, 2003), and                                                   
| |  | Eastern Hills Mall (July 1, 2003)                                                     

15

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The following acquisitions, dispositions, and openings affected our income from unconsolidated entities in the comparative periods:



The
transactions noted above are collectively referred to as the "Property Transactions". In the following discussions of our results of operations, "comparable" refers to Properties
open and operating throughout both the current and prior six month periods.

In
addition to the Property Transactions, on January 1, 2003, we acquired all of the remaining equity interests of the Management Company. The Management Company was previously
accounted for using the equity method during the three and six months ended June 30, 2002. The Management Company is now consolidated, therefore, its revenues and expenses are included in the
accompanying unaudited combined statements of operations and comprehensive income for the three and six months ended June 30, 2003. On March 14, 2003, we purchased the remaining
ownership interest in The Forum Shops at Caesars in Las Vegas, NV.



Minimum rents, excluding rents from our consolidated Simon Brand Ventures ("Simon Brand") and Simon Business Network ("Simon Business") initiatives, increased
$19.7 million during the period. The net effect of the Property Transactions increased minimum rents $13.9 million. Comparable rents increased $5.8 million due to leasing of space
at higher rents and increased occupancy, resulting in an increase in base rents of $6.4 million offset by a decrease in straight-line rents of $1.9 million.

The
Management Company recorded fee revenues of $14.8 million and insurance premium revenues of $6.5 million. Substantially all of the Management Company's revenues are
management, leasing, development fees, and insurance premium revenues received from unconsolidated joint venture Properties.

Total
other income, excluding Simon Brand and Simon Business initiatives, decreased $8.8 million. The impact of the consolidation of the Management Company includes the addition
of $1.4 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income of $3.4 million received from
the Management Company previously recorded in other income in 2002. In addition, other income in 2002 includes the gain from our Euro hedges related to the Rodamco acquisition in 2002 of
$7.8 million. These decreases in other income were offset by an increase of $3.0 million in lease settlement income.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $8.2 million to $21.8 million from $13.6 million. This includes a net
$2.1 million increase primarily from parking services included in the Property Transactions and a $2.4 million increase in revenues from our gift certificates and gift card programs. The
remaining increase is due to increased rents and fees from service providers, increased advertising rentals, and event and sponsorship income.

The
Property Transactions accounted for $3.7 million of the increase in tenant reimbursements. The remaining portion of the increase is primarily due to increases in comparable
recoverable expenditures. Depreciation and amortization expenses increased $10.7 million primarily due to the net effect of the Property Transactions and the consolidation of the Management
Company. Other expenses increased $3.7 million resulting from the $4.7 million favorable adjustment for hedge activity of the Rodamco acquisition in 2002. We incurred $2.1 million
of expense related to a litigation settlement included in other expenses in 2002. The increase in home office and regional office costs and general and administrative expenses is due to the
consolidation of the Management Company which added $14.8 million of total operating expenses in 2003.

Interest
expense increased $1.4 million. Our average borrowings increased as a result the Rodamco acquisition and the unsecured note offering in March of 2003. This increase was
partially offset by an overall decrease in weighted average interest rates as a result of recent refinancing activity and slightly lower variable interest rate levels.

Gains
on sales of assets and other, net, were $169.2 million in the second quarter of 2002 as we sold several Properties and partnership interests. We sold our interest in
Orlando Premium Outlets during 2002 to our partner in the joint venture. We sold our interests in five value oriented regional malls to our partner, the Mills Corporation, and

16

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sold
two of the acquired Rodamco partnership interests and one existing partnership interest to Teachers Insurance and Annuity Association of America ("Teachers") to fund a portion of the Rodamco
acquisition. In addition, as part of our disposition strategy we disposed of one of the nine assets held for sale as of December 31, 2001. Finally, we made the decision to no longer pursue
certain development projects and we wrote-off the carrying amount of our predevelopment costs and land acquisition costs associated with these projects. The following table summarizes our
net gain on sales of assets and other for 2002 (in millions):

|Asset                   |  | Type (number of properties)            |  | Net Proceeds |  | Gain/(Loss)
|----------------------- |  | -------------------------------------- |  | ------------ |  | -----------
|Orlando Premium Outlets |  | Specialty retail center (1)            |  | $46.7        |  | $39.0      
|Mills Properties (a)    |  | Value-oriented super-regional mall (5) |  | 148.2        |  | 122.2      
|Asset held for sale     |  | Community center (1)                   |  | 0.9          |  | 0.0        
|Teachers Transaction    |  | Regional mall (3)                      |  | 198.0        |  | 25.1       
|Other                   |  | Pre-development costs                  |  | n/a          |  | (17.1)     
|                        |  |                                        |  |              |  |            
|                        |  |                                        |  | $393.8       |  | $169.2     
|                        |  |                                        |  |              |  |            
|                        |  |                                        |  |              |  |            



Income from unconsolidated entities was flat during the comparative periods. Income from unconsolidated partnerships and joint ventures increased
$7.4 million resulting from the Rodamco acquisition and our $5.9 million share of income from an outlot land sale at one joint venture Property. These increases were offset by the loss
of income due to the sale of our interests in the Mills Properties and Orlando Premium Outlets. In 2002, income from unconsolidated entities included income from the Management Company of
$6.7 million. This includes our share of a gain of $8.4 million, net of tax, associated with the sale of land partnership interests owned by the Management Company to the Mills
Corporation in 2002 and resulted in net proceeds of $24.1 million.

The
impact to net income for the results of operations of the Management Company, excluding the losses of MerchantWired LLC (a discontinued joint venture), in the comparative periods
was a decrease of approximately $4.0 million. Our share of the $8.4 million, net of tax, gains from the partnership interests sold in 2002 was offset by increased management fees as a
result of the Rodamco acquisition and increased income from insurance subsidiaries.

Losses
from MerchantWired LLC in 2002 included our indirect share of operating losses of $2.0 million, after a tax benefit of $1.1 million, and the Management Company's
write-off of its investment in MerchantWired LLC of $22.5 million, after a tax benefit of $9.4 million.

Finally,
we continued our disposition activities in 2003 with the sale of five non-core Properties consisting of two regional malls and three community centers, including
one on July 1, 2003. These non-core Properties were sold for $57.1 million, including $17.0 million of net proceeds received on July 1, 2003, that resulted in a
net loss of $17.0 million. As a result of these transactions, we reclassified the results of operations from these consolidated Properties to discontinued operations.



Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $47.3 million during the period. The net effect
of the Property Transactions increased minimum rents $33.4 million. Comparable rents increased $13.9 million due to the leasing of space at higher rents and increased occupancy,
resulting in an increase in base rents of $13.3 million, and an increase in temporary tenant income of $1.5 million primarily due to increased rents from kiosks. These increases were
offset by a $2.0 million decrease in straight-line rent revenue.

The
Management Company recorded fee revenues of $28.0 million and insurance premium revenues of $12.1 million.

Total
other income, excluding Simon Brand and Simon Business initiatives, decreased $17.8 million. The impact of the consolidation of the Management Company includes the addition
of $3.1 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income of $6.6 million received from
the Management Company previously recorded in other income in 2002. In addition, outlot land sales decreased by $5.7 million due to higher than normal activity in 2002 and other income in 2002
includes the

17

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impact
of our hedges of the Rodamco acquisition in 2002, of which $7.8 million is included in other income and $0.7 million of expense is included in other expenses.

Consolidated
revenues from Simon Brand and Simon Business initiatives increased $12.5 million to $40.0 million from $27.5 million. This includes a net
$4.1 million increase primarily from parking services included in the Property Transactions and a $3.8 million increase in revenues from our gift certificates and gift card programs. The
remaining increase is due to increased rents and fees from service providers, increased advertising rentals, and event and sponsorship income.

The
Property Transactions accounted for $13.0 million of the increase in tenant reimbursements. The remaining portion of the increase is primarily due to increases in comparable
recoverable expenditures. Depreciation and
amortization expenses increased $23.6 million primarily due to the net effect of the Property Transactions, the consolidation of the Management Company, and an increase in tenant cost
amortization. Other expenses decreased $1.4 million due to the $3.1 million of expense related to a litigation settlement in 2002 offset by an increase of $0.9 million in ground
rent expense. The increase in home office and regional office costs and general and administrative expenses is due to the consolidation of the Management Company which added $24.3 million of
total operating expenses in 2003.

Interest
expense increased $5.5 million. Our average borrowings increased as a result of the Rodamco acquisition and the unsecured note offering in March of 2003. This increase
was offset by an overall decrease in weighted average interest rates as a result of refinancing activity and slightly lower variable interest rate levels.

In
2002, our gains on sales of assets and other, net, of $169.2 million for the six months ended June 30, 2002 include the amounts previously discussed in the three months
ended June 30, 2002. In addition to those transactions we sold one of the other assets held for sale that resulted in $2.9 million of net proceeds and resulted in no gain or loss. During
2002, we also recognized $16.1 million in gains on the forgiveness of debt related to the disposition of two regional malls. Net cash proceeds from these dispositions were $3.6 million.

Income
from unconsolidated entities increased $4.4 million during the comparative periods. Income from unconsolidated partnerships and joint ventures increased
$12.4 million resulting from the Rodamco acquisition and our $5.9 million share of income from an outlot land sale at one joint venture Property. These increases were offset by the loss
of income due to the sale of our interests in the Mills Properties and Orlando Premium Outlets. In 2002, income from unconsolidated entities included income from the Management Company of
approximately $8.0 million. This includes our share of the gain of $8.4 million, net of tax, associated with the sale of land partnership interests previously discussed.

Losses
from MerchantWired LLC in 2002 included our indirect share of operating losses of $10.2 million, after a tax benefit of $6.2 million. The operating losses of
MerchantWired LLC included our share of an impairment charge of $4.2 million, after tax, on certain technology assets. The Management Company recorded a net write-off of
$22.5 million, after a tax benefit of $9.4 million, of its investment in MerchantWired LLC in June 2002. The total technology write-off related to MerchantWired LLC
was $38.8 million before tax.

The
impact to net income for the results of operations of the Management Company, excluding the losses of MerchantWired LLC, in the comparative periods was essentially flat. Increased
management fees as a result of the Rodamco acquisition and increased income from insurance subsidiaries were offset by the partnership interests sold in 2002 previously discussed.

Finally,
we continued our disposition activities in 2003 with the sale of nine non-core Properties consisting of five regional malls and four community centers, including
one on July 1, 2003. These non-core Properties were sold for a total of $88.9 million, including $17.0 million of net proceeds received on July 1, 2003, that
resulted in a net loss of $12.8 million. As a result of these transactions, we reclassified the results of operations from these consolidated Properties to discontinued operations. These
dispositions will not have a material effect on our results of operations or liquidity.

Liquidity and Capital Resources

Our liquidity is derived primarily from our leases that generate positive net cash flow from operations and distributions from unconsolidated
entities. Our balance of cash and cash equivalents decreased $49.5 million to

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$341.1 million
as of June 30, 2003, including a balance of $88.7 million related to our gift certificate program, which we do not consider available for general working capital
purposes.

Another
source of liquidity is our Credit Facility, which provides flexibility as our cash needs vary from time to time. On June 30, 2003, the Credit Facility had available
borrowing capacity of $686.3 million net of outstanding borrowings of $539.6 million, including borrowings of €34.7 million, and letters of credit of
$24.1 million. The Credit Facility bears interest at LIBOR plus 65 basis points with an additional 15 basis point facility fee on the entire $1.25 billion facility and provides for
variable grid pricing based upon our corporate credit rating. The Credit Facility has an initial maturity of April 2005, with an additional one-year extension available at our
option. We have access to public long term unsecured debt markets. Simon Property also has access to the public equity markets. Finally, we have access to private equity from institutional investors
at the Property level. Our current senior unsecured debt ratings are Baa2 by Moody's Investors Service and BBB by Standard & Poor's and Simon Property's current corporate rating is BBB+ by
Standard & Poor's.

Our
net cash flow from operating activities and distributions of capital from unconsolidated entities totaled $377.4 million and we consolidated $48.9 million of cash from
the acquisition of the remaining ownership interests in the Management Company. In addition, we received $71.9 million in connection with the sale of eight non-core Properties.
Finally, we had net proceeds from all of our debt financing and repayment activities of $162.6 million as discussed below in Financing and Debt. We used these proceeds to fund our
$174.0 million acquisition of the remaining ownership interest in The Forum Shops at Caesars in Las Vegas, NV. We also:



In
general, we anticipate that cash generated from operations will be sufficient in 2003, as well as on a long-term basis, to meet operating expenses, monthly debt service,
recurring capital expenditures, and distributions to shareholders necessary to maintain our REIT qualification. 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:



Unsecured Financing.On March 18, 2003, we issued two tranches of senior unsecured notes to
institutional investors
pursuant to Rule 144A totaling $500.0 million at a weighted average fixed interest rate of 5.11%. Subsequently, we exchanged notes that had been registered under the Securities Act of
1933 for the Rule 144A notes. The exchange notes and the Rule 144A notes have the same economic terms and conditions. The first tranche is $300.0 million at a fixed interest rate
of 4.875% due March 18, 2010 and the second tranche is $200.0 million at a fixed interest rate of 5.45% due March 15, 2013. We used the net proceeds of $498.7 million
primarily to reduce borrowings on our Credit Facility.

On
June 15, 2003, we paid off $375.0 million of 6.625% unsecured notes that matured on that date with borrowings from our Credit Facility. The variable rate swap
agreements designated as hedges against these unsecured notes also matured on the same date.

Credit Facility.During the first six months of 2003, the maximum amount outstanding under the Credit
Facility was
$539.6 million and the weighted average amount outstanding was $222.8 million. The weighted average interest rate was 1.96% for the six month period ended June 30, 2003.

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On
June 27, 2003, we retired our existing €60 million EURO-denominated unsecured credit agreement (the "EURO Facility"), which had an initial
maturity date of July 31, 2003, with available working capital of $28.2 million and €34.7 million borrowed from a new EURO sub-tranche of our Credit
Facility. We restructured our Credit Facility to establish a $100 million EURO sub-tranche which bears the same interest rate and maturity date as the overall Credit Facility. The
amount available under the $100 million EURO sub-tranche will vary with changes in the exchange rate, however, we may also borrow the amount available in dollars under this EURO
sub-tranche, if necessary.



On April 1, 2003, we paid off, using available cash flow a $34.0 million variable rate mortgage, at LIBOR plus 150 basis points, that encumbered one
consolidated Property. In addition, we refinanced another consolidated mortgaged Property subject to a $100.0 million 4.60% fixed rate mortgage that matures on July 1, 2013. The balance
of the previous mortgage was $85.5 million at a weighted average fixed rate of 7.16% and was to mature on December 31, 2003.

Summary of Financing.Our consolidated debt adjusted to reflect outstanding derivative instruments
consisted of the following
(dollars in thousands):

|Debt Subject to |  | Adjusted Balance as of
June 30, 2003 |           | Effective Weighted
Average Interest Rate |      | Adjusted Balance
as of
December 31, 2002 |   | Effective Weighted Average Interest Rate | 
|--------------- |  | ------------------------------------ | --------- | ---------------------------------------- | ---- | ---------------------------------------- | - | ---------------------------------------- | 
|Fixed Rate      |  | $                                    | 8,107,938 |                                          | 6.78 | %                                        | $ | 7,941,122                                | 
|Variable Rate   |  |                                      | 1,593,736 |                                          | 2.62 | %                                        |   | 1,604,959                                | 
|                |  |                                      |           |                                          |      |                                          |   |                                          | 
|                |  | $                                    | 9,701,674 |                                          | 6.10 | %                                        | $ | 9,546,081                                | 
|                |  |                                      |           |                                          |      |                                          |   |                                          | 

As of June 30, 2003, we had interest rate cap protection agreements on $296.9 million of consolidated variable rate debt. We had
interest rate protection agreements effectively converting variable rate debt to fixed rate debt on $134.0 million of consolidated variable rate debt. In addition, we hold $200.0 million
of notional amount fixed rate swap agreements that have a weighted average pay rate of 1.66% and a weighted average receive rate of 1.32% at June 30, 2003, which mature in December 2003.
We also hold $300.0 million of notional amount variable rate swap agreements that have a weighted average pay rate of 1.20% and a weighted average receive rate of 3.50% at June 30, 2003,
which mature in February 2004. As of June 30, 2003, the net effect of these agreements effectively converted $34.0 million of fixed rate debt to variable rate debt. As of
December 31, 2002, the net effect of these agreements effectively converted $112.7 million of fixed rate debt to variable rate debt.

The
following table summarizes the material aspects of our future obligations as of June 30, 2003 (dollars in thousands):

|                                       |                    | 2003 |         | 2004  2005 |   | 2006  2008 |           | After 2008 |           | Total    
|-------------------------------------- | ------------------ | ---- | ------- | ----------- | - | ----------- | --------- | ---------- | --------- | ---------
|Long Term Debt                         |                    |      |         |             |   |             |           |            |           |          
|                                       | Consolidated (1)   |      | $       | 269,880     |   | $           | 2,508,765 |            | $         | 3,342,490
|                                       |                    |      |         |             |   |             |           |            |           |          
|Pro rata share of Long Term Debt:      |                    |      |         |             |   |             |           |            |           |          
|                                       | Consolidated (2)   |      | $       | 269,664     |   | $           | 2,507,648 |            | $         | 3,292,410
|                                       | Joint Ventures (2) |      |         | 51,079      |   |             | 509,304   |            |           | 914,959  
|                                       |                    |      |         |             |   |             |           |            |           |          
|Total Pro Rata Share of Long Term Debt |                    |      | 320,743 |             |   | 3,016,952   |           |            | 4,207,369 |          
|Ground Lease commitments               |                    | $    | 3,664   |             | $ | 15,156      |           | $          | 23,133    |          
|                                       |                    |      |         |             |   |             |           |            |           |          
|Total                                  |                    | $    | 324,407 |             | $ | 3,032,108   |           | $          | 4,230,502 |          
|                                       |                    |      |         |             |   |             |           |            |           |          

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We expect to meet our 2003 maturities through refinancings, the issuance of new debt securities or borrowings on the Credit Facility. We expect to
have the ability and financial resources to meet all future long term obligations. Specific financing decisions will be made based upon market rates, property values, and our desired capital structure
at the maturity date of each transaction. Joint venture debt is the liability of the joint venture, is typically secured by the

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joint
venture Property, and is non-recourse to us. As of June 30, 2003, we have guaranteed or have provided letters of credit to support $73.3 million of our total
$2.3 billion share of joint venture mortgage and other indebtedness presented in the table above.



We paid a distribution of $0.60 per Unit in the second quarter of 2003. We are required to make distributions to maintain Simon Property's status as a REIT. 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.



Acquisitions.Acquisition activity is a component of our growth strategy. We selectively acquire
individual properties or
portfolios of properties, focusing on quality retail real estate. We review and evaluate a limited number of acquisition opportunities as part of this strategy. We expect the acquisitions of Forum
Shops at Caesers and Stanford Shopping Center, if acquired as expected, to provide increased cash flow in 2003 and future periods.

Substantially
all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for all partners which are customary in
real estate partnership agreements and the industry. Most of our partners are institutional investors who have a history of direct investment in regional mall properties. Partners in our joint
ventures may initiate these provisions at any time and if we determine it is in our stockholders' best interests for us to purchase the joint venture interest, we believe we currently have adequate
liquidity to execute the purchases of the interests without hindering our cash flows or liquidity. Should we decide to sell any of our joint venture interests, we would expect to use the net proceeds
from sale to reduce outstanding indebtedness.

On
December 5, 2002, Simon Property Acquisitions, Inc., a wholly-owned subsidiary of Simon Property, commenced a tender offer to acquire all of the outstanding shares of
Taubman Centers, Inc. at a price of $18.00 per share in cash. On January 15, 2003, Westfield America, Inc., the U.S. subsidiary of Westfield America Trust, joined Simon Property's
tender offer and they jointly increased the tender offer to $20.00 per share in cash. As of February 14, 2003 and March, 28, 2003, a total of 44,135,107 and 40,302,385 of the 52,207,756 common
shares outstanding of Taubman Centers, Inc., were tendered into the offer, respectively. The expiration date of the tender offer has been extended to August 29, 2003. Under the terms of
our partnership agreement, we pay the operating expenses of Simon Property. As a result, we have deferred $9.3 million, net, in acquisition costs related to this acquisition. If Simon Property
is unsuccessful in its efforts, then these costs will be expensed.

Dispositions.We continue to pursue the sale, under the right circumstances, of Properties that no longer
meet our strategic
criteria. In 2003, we have sold a total of nine Properties, including one on July 1, 2003, that no longer meet our strategic criteria. If we sell any Properties that are classified as held for
use, their sale prices may differ from their carrying value. We do not believe the sale of these Properties will have a material impact on our future results of operations or cash flows and their
removal from service and sale will not materially affect our ongoing operations. We believe the disposition of these Properties will enhance the overall average quality of our Portfolio.



We pursue new development as well as strategic expansion and renovation activity when we believe the investment of our capital meets our risk-reward
criteria.

New Developments.Development activities are an ongoing part of our business and we seek to selectively
develop new properties
in major metropolitan areas that exhibit strong population and economic growth. The

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following
describes our current new development projects, the estimated total cost, our share of the estimated total cost and the construction in progress balance as of June 30, 2003 (dollars
in millions):

|Property                  |  | Location      |  | Gross
Leasable Area |  | Estimated
Total Cost |      | Our Share of
Estimated
Total Cost |   | Our Share of
Construction
in Progress |  | Estimated
Opening Date
|------------------------- |  | ------------- |  | ------------------- |  | -------------------- | ---- | --------------------------------- | - | ------------------------------------- |  | ----------------------
|Chicago Premium Outlets   |  | Chicago, IL   |  | 438,000             |  | $                    | 79.0 |                                   | $ | 39.5                                  |  | $                     
|Las Vegas Premium Outlets |  | Las Vegas, NV |  | 435,000             |  |                      | 88.0 |                                   |   | 44.0                                  |  |                       
|Rockaway Town Court       |  | Rockaway, NJ  |  | 89,000              |  |                      | 17.0 |                                   |   | 17.0                                  |  |                       
|Lakeline Village          |  | Austin, TX    |  | 42,000              |  |                      | 5.0  |                                   |   | 5.0                                   |  |                       

We expect to fund these non-recurring capital projects with either available cash flow from operations or borrowings from our Credit
Facility. We invested approximately $25.9 million in these four development projects during the first six months of 2003. In total, our share of new developments in 2003 on an accrual basis was
approximately $53.7 million. We expect 2003 new development costs during the year to be approximately $90 million.

Strategic Expansions and Renovations.We also seek to increase the profitability and market share of the
Properties through
strategic renovations and expansions. We invested approximately $74.1 million on an accrual basis in redevelopment projects during the first six months of 2003. We have renovation and/or
expansion projects currently under construction or in preconstruction development and expect to invest a total of approximately $250 million on redevelopment projects in 2003. The following
describes our significant renovation and/or expansion projects currently under construction, the estimated total cost, our share of the estimated total cost and our share of the construction in
progress balance as of June 30, 2003 (dollars in millions):

|Property               |  | Location      |  | Gross
Leasable Area |  | Estimated
Total Cost |       | Our Share of
Estimated
Total Cost |   | Our Share of
Project costs
to date |     | Actual/Estimated
Opening Date
|---------------------- |  | ------------- |  | ------------------- |  | -------------------- | ----- | --------------------------------- | - | ---------------------------------- | --- | -----------------------------
|Forum Shops at Caesars |  | Las Vegas, NV |  | 275,000             |  | $                    | 139.0 |                                   | $ | 139.0                              |     | $                            
|Southpark Mall         |  | Charlotte, NC |  | 309,000             |  |                      | 90.0  |                                   |   | 90.0                               |     |                              
|The Galleria           |  | Houston, TX   |  | 696,000             |  |                      | 144.0 |                                   |   | 45.0                               | (a) |                              
|Barton Creek Square    |  | Austin, TX    |  | 40,000              |  |                      | 28.0  |                                   |   | 28.0                               |     |                              
|Dadeland Mall          |  | Miami, FL     |  | 71,000              |  |                      | 34.0  |                                   |   | 17.0                               | (a) |                              

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International.We have a 35.2% ownership interest in European Retail Enterprises, B.V.
("ERE"), that is accounted for using the equity method of accounting. ERE also operates through a wholly-owned subsidiary Groupe BEG, S.A. ("BEG"). ERE and BEG are fully integrated European retail
real estate developers, lessors and managers. Our total current investment in ERE and BEG, including subordinated debt, is approximately $82.1 million. The agreements with BEG and ERE are
structured to allow us to acquire an additional 26.1% ownership interest over time. The future commitments to purchase shares from three of the existing shareholders of ERE are based upon a multiple
of adjusted results of operations in the year prior to the purchase of the shares. Therefore, the actual amount of these additional commitments may vary. The current estimated additional commitment is
approximately $55 million to purchase shares of stock of ERE, assuming that the three existing shareholders exercise their rights under put options. We expect these purchases to be made from
2004-2008. As of June 30, 2003, ERE and BEG had five Properties open in Poland and three in France.

Retail Climate and Tenant Bankruptcies

Bankruptcy filings by retailers are normal in the course of our operations. We are continually releasing vacant spaces resulting from tenant terminations.
Pressures which affect consumer confidence, job growth, energy costs and income gains can affect retail sales growth, and a continuing soft economic cycle may impact our ability to retenant property
vacancies resulting from store closings or bankruptcies. We lost approximately 278,000 of square feet of mall shop tenants in 2003. We expect 2003 to be slightly higher than 2002 in terms of square
feet lost to bankruptcies, however, we cannot assure you that this will occur.

The
geographical diversity of our Portfolio mitigates some of the risk of an economic downturn. In addition, the diversity of our tenant mix also is important because no single retailer
represents either more than 2.0% of total GLA

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or
more than 4.5% of our annualized base minimum rent. Bankruptcies and store closings may, in some circumstances, create opportunities for us to release spaces at higher rents to tenants with
enhanced sales performance. We have demonstrated an ability to successfully retenant anchor and in line store locations during soft economic cycles. While these factors reflect some of the inherent
strengths of our portfolio in a difficult retail environment, we cannot assure you that we will successfully execute our releasing strategy.

Seasonality

The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season, when tenant occupancy and retail sales are
typically at their highest levels. In addition, shopping malls achieve most of their temporary tenant rents during the holiday season. As a result, our earnings are generally highest in the fourth
quarter of each year.

In
addition, given the number of Properties in warm summer climates our utility expenses are typically higher in the months of June through September due to higher electricity costs to
supply air conditioning to our Properties. As a result some seasonality results in increased property operating expenses during these months; however, the majority of these costs are recoverable from
tenants.

Environmental Matters

Nearly all of the Properties have been subjected to Phase I or similar environmental audits. Such audits have not revealed nor is management aware of any
environmental liability that we believe would have a material adverse impact on our financial position or results of operations. We are unaware of any instances in which we would incur significant
environmental costs if any or all Properties were sold, disposed of or abandoned.

Item 3.    Qualitative and Quantitative Disclosure About Market Risk

Sensitivity Analysis.A comprehensive qualitative and quantitative analysis regarding market risk is
disclosed in our
Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2002 as filed with the Securities and Exchange Commission for the year
ended December 31, 2002.
There have been no material changes in the assumptions used or results obtained regarding market risk since December 31, 2002.

Item 4.    Controls and Procedures



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Part II  Other Information

Item 1.    Legal Proceedings

Triple Five of Minnesota, Inc., a Minnesota corporation, v. Melvin Simon, et. al.On or about November 9, 1999, Triple Five
of Minnesota, Inc. commenced an action in the District Court for the State of Minnesota, Fourth Judicial District, against, among others, Mall of America, certain members of the Simon family
and entities allegedly controlled by such individuals, and us. The action was later removed to federal court. Two transactions form the basis of the complaint: (i) the sale by Teachers
Insurance and Annuity Association of America of one-half of its partnership interest in Mall of America Company and Minntertainment Company to the Operating Partnership and related
entities; and (ii) a financing transaction involving a loan in the amount of $312.0 million obtained from The Chase Manhattan Bank that is secured by a mortgage placed on Mall of
America's assets. The complaint, which contains twelve counts, seeks remedies of unspecified damages, rescission, constructive trust, accounting, and specific performance. Although the complaint names
all defendants in several counts, we are specifically identified as a defendant in connection with the sale to Teachers. Although the complaint seeks unspecified damages, Triple Five has submitted a
report of a purported expert witness that attempts to quantify its damages at between approximately $80 million and $160 million. On August 12, 2002, the court granted in part and
denied in part motions for partial summary judgment filed by the parties. Trial in this matter began on June 2, 2003 and concluded on August 11, 2003, but no decision has been rendered
by the court. It is not possible to provide an assurance of the ultimate outcome of the litigation or an estimate of the amount or range of potential loss, if any. We believe that the Triple Five
litigation will not have a material adverse effect on our financial position or results of operations. In connection with the financing, the Operating Partnership agreed to indemnify the mortgage loan
lenders and other nonparties to the litigation for certain costs, including litigation expenses and damages.

Taubman Centers, Inc.On December 5, 2002, Simon Property commenced litigation in the United States
District
Court for the Eastern District of Michigan (the "Court") against Taubman Centers, its Board of Directors and certain members of the Taubman family. In that action, Simon Property broadly alleges that
the Board of Directors has breached, and continues to breach, its fiduciary duties by failing to consider Simon Property's offer on the merits, and that the Taubman family should be prevented from
voting its Series B Preferred Stock which Simon Property contends was wrongfully obtained by the Taubman family without a shareholder vote and in violation of Michigan law. Simon Property filed
a first amended complaint and a second amended complaint on December 30, 2002 and February 5, 2003, respectively. The initial complaint and each amended complaint has been filed with the
Commission as an exhibit to Simon Property's Tender Offer Statement on Schedule TO. On January 22, 2003, the Court issued an opinion and order denying in part, and granting in part, Taubman
Centers' and the other defendants' motion to dismiss Count I of Simon Property's complaint, as amended. The Court held that while theissuancein 1998 of
the Series B Preferred Stock by Taubman Centers to the Taubman family did not violate Michigan law, the Taubman family's purported blocking position in Taubman Centers may be challenged by
Simon Property. Simon Property filed a motion for preliminary injunction and the Court held a hearing on Simon Property's motion on March 21, 2003. At that hearing, Simon Property argued that,
among other things, the Taubman family's "group" voting power was obtained in violation of Michigan law, that the Taubman family's Series B Preferred Stock was improperly acquired in breach of
fiduciary duties owed to Taubman Centers' public shareholders and that the Taubman Centers' Board of Directors has breached, and is continuing to breach, its fiduciary duties to the Taubman Centers'
public shareholders. In an Amended Opinion and Order dated May 8, 2003, the Court confirmed its ruling of May 1, 2003 that the Taubman family and certain third parties may not vote their
33.6% controlling block of shares in Taubman Centers unless a majority of disinterested shareholders approve voting rights for those shares. The Court held that the formation of a group in
November 2002 by the Taubman family and those parties to vote the 33.6% controlling block of shares was a "control share acquisition" within the meaning of Chapter 7B of the Michigan Business
Corporation Act and, therefore, none of the shares comprising the 33.6% block, including the Series B Preferred Stock held by the Taubman family,can be voted unless and until voting rights for those shares have been approved by Taubman Centers' disinterested shareholders. The Court also held that the Taubman Centers board breached its
fiduciary duties by enacting a bylaw amendment in December 2002, which makes it more difficult for shareholders to call a special meeting to remove impediments to the joint tender offer of
Simon Property Acquisitions, Inc., Simon Property's wholly-owned subsidiary, and Westfield America, Inc. The Court, however, did not reach the merits of Simon Property's claims for
breach of fiduciary duty concerning the 1998 issuance of Series B Preferred Stock to the Taubman family, and dismissed those claims on procedural grounds. On May 9, 2003, Taubman Centers
filed a notice of appeal and a motion to suspend the injunction. On May 20, 2003, the Court ordered that the injunction be suspended pending the outcome of the appeal.

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The
Court's order of May 20, 2003 also requires Taubman Centers to move for expedited review of its appeal and refrain from engaging in any activity to impede the joint tender offer. The Sixth
Circuit Court of Appeals has agreed to expedite the appeal. Briefing has been completed by the parties but the Court of Appeals has not reached a decision.

Item 6.    Exhibits and Reports on Form 8-K



| |  | 10.1 |  | Simon Property Group, L.P. 1998 Stock Incentive Plan (incorporated by reference to Appendix G to Simon Property's Definitive Proxy Statement on Schedule 14A dated April 7, 2003).             
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.             



On June 12, 2003 under Item 5  Other Events and Regulation FD Disclosure, the Operating Partnership reported that it re-issued its
historical financial statements for the fiscal years ended December 31, 2002, 2001, and 2000 in connection with the adoption of SFAS No. 145, "Recission of FASB Statements No. 4,
44, and 64, Amendment of SFAS No. 13, and Technical Corrections." The Operating Partnership also re-issued Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") that accompanied the financial statements in its Annual Report on Form 10-K for the year ended December 31, 2002. The re-issued historical
financial statements and MD&A were included as exhibits to the filing.

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SIGNATURE

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:                                                                                              
| |  | /s/ Stephen E. Sterrett
Stephen E. Sterrett,
Executive Vice President and Chief Financial Officer
| |  | Date: August 14, 2003                                                                            

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