UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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.)

34-175576
(I.R.S. Employer Identification No.)

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

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

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files). Yes o    No o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller reporting company)

Smaller reporting company o


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

Registrant has no common stock outstanding.



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Simon Property Group, L.P. and Subsidiaries
Form 10-Q
INDEX



PagePart I  Financial InformationItem 1.

Consolidated Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008

3Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2009 and 2008

4Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008

5Condensed Notes to Consolidated Financial Statements

6Item 2.

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

17Item 3.

Qualitative and Quantitative Disclosure About Market Risk

28Item 4.

Controls and Procedures

28Part II  Other InformationItem 1.

Legal Proceedings

29Item 1A.

Risk Factors

29Item 5.

Other Information

29Item 6.

Exhibits

29Signatures

30


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Table of Contents

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

March 31,
2009

December 31,
2008As AdjustedASSETS:Investment properties, at cost

$
25,250,451

$
25,205,715Less  accumulated depreciation


6,374,145


6,184,28518,876,306


19,021,430Cash and cash equivalents


898,328


773,544Tenant receivables and accrued revenue, net


364,095


414,856Investment in unconsolidated entities, at equity


1,573,350


1,663,886Deferred costs and other assets


1,039,409


1,028,333Note receivable from related party


536,000


520,700Total assets

$
23,287,488

$
23,422,749LIABILITIES:Mortgages and other indebtedness

$
17,385,047

$
18,042,532Accounts payable, accrued expenses, intangibles, and deferred revenue


981,905


1,086,248Cash distributions and losses in partnerships and joint ventures, at equity


406,155


380,730Other liabilities and accrued distributions


183,720


155,151Total liabilities


18,956,827


19,664,661COMMITMENTS AND CONTINGENCIESPreferred units, various series, at liquidation value, and noncontrolling redeemable interests in properties


656,121


656,121EQUITY:Partners' EquityPreferred units, 891,183 units outstanding, liquidation values of $42,486


48,589


48,671General Partner, 255,218,073 and 231,319,644 units outstanding, respectively


3,116,188


2,576,307Limited Partners, 56,832,489 and 56,368,410 units outstanding, respectively


660,503


627,799Total partners' equity


3,825,280


3,252,777Noncontrolling nonredeemable deficit interests in properties, net


(150,740
)

(150,810
)Total equity


3,674,540


3,101,967Total liabilities and equity

$
23,287,488

$
23,422,749


The accompanying notes are an integral part of these statements.

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

For the Three Months
Ended March 31,2009

2008As AdjustedREVENUE:Minimum rent

$
571,414

$
550,682Overage rent


12,500


16,651Tenant reimbursements


258,762


250,248Management fees and other revenues


30,651


33,020Other income


45,165


44,697Total revenue


918,492


895,298EXPENSES:Property operating


106,147


112,761Depreciation and amortization


256,337


228,043Real estate taxes


88,243


84,520Repairs and maintenance


22,588


29,021Advertising and promotion


18,506


19,373Provision for credit losses


13,015


6,582Home and regional office costs


26,163


39,600General and administrative


4,048


5,302Other


19,229


18,321Total operating expenses


554,276


543,523OPERATING INCOME


364,216


351,775Interest expense


(226,036
)

(229,917
)Income tax benefit of taxable REIT subsidiaries


2,523


23Income from unconsolidated entities


5,545


7,141CONSOLIDATED NET INCOME


146,248


129,022Net income attributable to noncontrolling interests


3,039


2,101Preferred unit requirement


10,707


16,256NET INCOME ATTRIBUTABLE TO UNITHOLDERS

$
132,502

$
110,665NET INCOME ATTRIBUTABLE TO UNITHOLDERS
ATTRIBUTABLE TO:General Partner

$
106,768

$
87,933Limited Partners


25,734


22,732Net income attributable to unitholders

$
132,502

$
110,665BASIC EARNINGS PER UNITNet income attributable to unitholders

$
0.45

$
0.39DILUTED EARNINGS PER UNITNet income attributable to unitholders

$
0.45

$
0.39Consolidated net income

$
146,248

$
129,022Unrealized loss on interest rate hedges


(24,427
)

(18,705
)Net loss on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense


(3,510
)

(2,590
)Currency translation adjustments


(12,823
)

(22,394
)Changes in available-for-sale securities and other


(23,427
)

(1,255
)Comprehensive income


82,061


84,078Comprehensive income attributable to noncontrolling interests


3,039


2,101Comprehensive income attributable to unitholders

$
79,022

$
81,977


The accompanying notes are an integral part of these statements.

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

For the Three Months
Ended March 31,2009

2008As AdjustedCASH FLOWS FROM OPERATING ACTIVITIES:Consolidated net income

$
146,248

$
129,022Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization


257,605


225,010Straight-line rent


(8,694
)

(6,587
)Equity in income of unconsolidated entities


(5,545
)

(7,141
)Distributions of income from unconsolidated entities


28,945


24,042Changes in assets and liabilities Tenant receivables and accrued revenue, net


59,419


(1,249
)Deferred costs and other assets


(40,591
)

(115,160
)Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities


(2,569
)

(19,205
)Net cash provided by operating activities


434,818


228,732CASH FLOWS FROM INVESTING ACTIVITIES:Funding of loans to related parties


(20,000
)

Repayments of loans from related parties


4,700


8,000Capital expenditures, net


(137,094
)

(230,191
)Investments in unconsolidated entities


(8,095
)

(15,271
)Purchase of marketable and non-marketable securities


(42,602
)

Distributions of capital from unconsolidated entities and other


37,880


38,356Net cash used in investing activities


(165,211
)

(199,106
)CASH FLOWS FROM FINANCING ACTIVITIES:Partnership contributions and issuance of units


525,657


2,546Purchase of preferred units and partnership units





(1,217
)Distributions to noncontrolling interests


(6,749
)

(7,191
)Contributions from noncontrolling interests


2,355


149Partnership distributions


(36,634
)

(269,110
)Mortgage and other indebtedness proceeds, net of transaction costs


1,427,701


990,772Mortgage and other indebtedness principal payments


(2,057,153
)

(818,898
)Net cash used in financing activities


(144,823
)

(102,949
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


124,784


(73,323
)CASH AND CASH EQUIVALENTS, beginning of year


773,544


501,982CASH AND CASH EQUIVALENTS, end of period

$
898,328

$
428,659


The accompanying notes are an integral part of these statements.

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

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

1.     Organization

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

We
own, develop and manage retail real estate properties, which consist primarily of regional malls, Premium Outlet® centers, The Mills®, and community/lifestyle
centers. As of March 31, 2009, we owned or held an interest in 324 income-producing properties in the United States, which consisted of 163 regional malls, 40 Premium Outlet centers, 70
community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or the Mills acquisition, and 15 other shopping centers or outlet centers in 41 states and Puerto
Rico. Of the 36 properties acquired in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own interests in four parcels of land
held in the United States for future development. In the United States, we have one new property currently under development aggregating approximately 400,000 square feet which will open during 2009.
Internationally as of March 31, 2009, we had ownership interests in 52 European shopping centers (France, Italy and Poland); seven Premium Outlet centers in Japan; one Premium Outlet
center in Mexico; one Premium Outlet center in South Korea; and one shopping center in China. Also, through joint venture arrangements we have ownership interest in the following properties under
development internationally: a 24% interest in two shopping centers in Italy, a 40% interest in a Premium Outlet Center in Japan, and a 32.5% interest in three additional shopping centers under
construction in China.

2.     Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of all majority-owned subsidiaries, and all significant inter-company amounts
have been eliminated. Due to the seasonal nature of certain operational activities, the results for the interim period ended March 31, 2009 are not necessarily indicative of the results that
may be obtained for the full fiscal year.

These
consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required
by accounting principles generally accepted in the United States (GAAP) for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial
statements. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring accruals) have been included. The consolidated financial statements in this
Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes contained in our 2008 Annual Report on Form 10-K.

As
of March 31, 2009, we consolidated 203 wholly-owned properties and 18 additional properties that are less than wholly-owned, but which we control or for which we are the
primary beneficiary. We account for the remaining 165 properties, or the joint venture properties, using the equity method of accounting. We manage the day-to-day operations of
93 of the 165 joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture
properties. Our investments in joint ventures in Japan, Europe, and Asia comprise 62 of the remaining 72 properties that are managed by others. Additionally, we account for our investment in

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SPG-FCM
Ventures, LLC, or SPG-FCM, which acquired The Mills Corporation and its majority-owned subsidiary, The Mills Limited Partnership, collectively Mills, in April
2007, using the equity method of accounting. We have determined that SPG-FCM is not a variable interest entity (VIE) and that Farallon Capital Management, L.L.C., or Farallon, our joint
venture partner, has substantive participating rights with respect to the assets and operations of SPG-FCM pursuant to the applicable partnership agreements.

We
allocate net operating results after preferred distributions based on our partners' respective weighted average ownership. Simon Property owns a majority of our common units, or
units, and certain series of our preferred units. Simon Property's weighted average ownership interest in us was 80.6% and 79.5% for the quarter ended March 31, 2009 and 2008, respectively. As
of March 31, 2009 and December 31, 2008, Simon Property's ownership interest in us was 81.8% and 80.4%, respectively. We adjust the limited partners' interests at the end of each period
to reflect their respective interests in us.

Preferred
unit requirements in the accompanying consolidated statements of operations and cash flows represent distributions on outstanding preferred units of limited partner interests.



We made certain reclassifications of prior period amounts in the consolidated financial statements to conform to the 2009 presentation.
The reclassifications were to reflect the retrospective adoption of Statement of Financial Accounting Standard (SFAS) No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an
amendment to ARB 51" (SFAS 160) and the application of EITF Topic D-98, "Classification and Measurement of Redeemable Securities" (EITF D-98), to certain redeemable
securities, as further described in note 3. The reclassifications had no impact on previously reported net income available to unitholders or earnings per unit.

3.     Significant Accounting Policies



We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash
equivalents. Cash equivalents are carried at cost, which approximates market value. Cash equivalents generally consist of commercial paper, bankers acceptances, Eurodollars, repurchase agreements and
money market funds or accounts. Cash and cash equivalents, as of March 31, 2009, includes a balance of $34.4 million related to our co-branded gift card programs which we do
not consider available for general working capital purposes. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade
accounts receivable. We place our cash and cash equivalents with high credit quality institutions. However, at certain times, the cash and cash equivalents deposited with any institution may be in
excess of FDIC and SIPC insurance limits.



Marketable securities consist primarily of the investments of our captive insurance subsidiaries, our investment in shares of common
stock of Liberty International PLC, or Liberty, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by
investment properties that have been sold.

The
types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as
corporate debt securities with maturities ranging from 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market
prices or using discounted cash flows when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is
adjusted for amortization of premiums and accretion of discounts to maturity. Our investment in Liberty is also accounted for as an available-for-sale security. Liberty
operates regional

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shopping
centers and is the owner of other retail assets throughout the United Kingdom. Liberty is a U.K. FTSE 100 listed company. Liberty converted into a U.K. Real Estate Investment Trust
(REIT) on January 1, 2007. Our interest in Liberty is adjusted to their quoted market price, including a related foreign exchange component. Changes in the values of these securities are
recognized in accumulated other comprehensive income (loss) until the gain or loss is realized and recorded in other income, and includes the effect of changes in foreign exchange rates on foreign
currency denominated investments. However, if we determine a decline in value is other than temporary, then we recognize the unrealized loss in earnings to write down the investments to fair value.

Our
insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be
limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability recorded as the
amounts are fully payable to the employees who earned the compensation which is in the deferred compensation plan. Changes in the values of these securities are recognized in earnings, but because of
the matching liability the impact to net income is zero. As of March 31, 2009 and December 31, 2008, we had investments of $53.0 million and $53.4 million, respectively,
which must be used to fund the debt service requirements of debt related to investment properties sold. These investments are classified as held-to-maturity and are recorded at
amortized cost as we have the ability and intent to hold these investments to maturity. During 2008, we made an investment of $70 million in a non-marketable security that we
account for under the cost method. To the extent an other-than-temporary decline in fair value is deemed to have occurred, we would adjust this investment to its fair value.

The
net unrealized losses as of March 31, 2009 were approximately $188.8 million and represented the valuation and related currency adjustments for our marketable
securities, including $188.5 million related to our investment in Liberty. We do not consider the decline in value of any of our marketable securities to be an
other-than-temporary decline in value as these market value declines have existed for a short period of time, and we have the ability and intent to hold these securities.
Further, as it relates to Liberty, we believe its underlying operating fundamentals remain substantially unchanged.



We hold marketable securities that total $316.0 million at March 31, 2009, and are considered to have Level 1 fair
value inputs. In addition, we have derivative instruments, primarily interest rate swap agreements, with a gross liability balance of $20.5 million, which are classified as having
Level 2 inputs. As defined by SFAS No. 157, "Fair Value Measurements" (SFAS 157), Level 1 fair value inputs are quoted prices for identical items in active, liquid and
visible markets such as stock exchanges, and Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty
creditworthiness in the valuations.



Effective January 1, 2009, we adopted the provisions of SFAS 160, which requires a noncontrolling interest in a
subsidiary to be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest to be included within consolidated net income. SFAS 160
also requires consistency in the manner of reporting changes in the parent's ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a
deconsolidation. In connection with our retrospective adoption of SFAS 160, we also performed a concurrent review and retrospectively adopted the measurement provisions of EITF
D-98. Upon adoption, we adjusted the carrying amounts of noncontrolling redeemable interests held by third parties in certain of our properties to redemption values at each reporting date.
Because holders of the noncontrolling redeemable interests in properties can require us to redeem these interests for cash, we have classified these noncontrolling redeemable interests outside of
permanent equity upon the adoption of SFAS 160. These adjustments

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increased
the December 31, 2007 carrying value of these noncontrolling redeemable interests by $41.5 million, with a corresponding decrease to partners' equity. Subsequent adjustments to
the carrying amounts of these noncontrolling redeemable interests in properties, to reflect the change in its redemption value at the end of each reporting period, were also reflected in partners'
equity.

Our
reassessment of EITF D-98 also resulted in the reclassification of our 6% Series I Convertible Perpetual Preferred Units (Series I Preferred Units), our
Series D 8% Cumulative Redeemable Preferred Units (Series D Preferred Units), and our 7.5% Cumulative Redeemable Preferred Units (7.5% Preferred Units) from permanent equity to temporary
equity due to the possibility that we could be required to redeem the securities for cash. For the Series I Preferred Units, the reclassification to temporary equity resulted from the holders'
ability to redeem this series of preferred units for cash upon the occurrence of a change in control event, which would include a
change in the majority of Simon Property's directors that occurs over a two year period. Such a change in Board composition could be deemed outside of our control. For the Series D Preferred
Units and 7.5% Preferred Units, the reclassification to temporary equity was required because redemption of these series of preferred units requires the delivery of fully registered shares of Simon
Property common stock. The previous and current carrying amount of all of these series of preferred units is equal to their liquidation value, which is the amount payable upon the occurrence of any
event that could potentially result in cash settlement.

As
a result of the reclassifications, total equity at December 31, 2008 decreased by $720.2 million from the $3.8 billion previously reported.

The
detail of the carrying value, which is at liquidation value, of the preferred units and the carrying amount of the noncontrolling redeemable interests in properties classified in
temporary equity as of March 31, 2009 and December 31, 2008 is as follows:

6% Series I Convertible Perpetual Preferred Units, 19,000,000 units authorized, 9,108,635 issued and outstanding

$
455,432Series D 8% Cumulative Redeemable Preferred Units, 2,700,000 units authorized, 1,356,814 issued and outstanding


40,7047.5% Cumulative Redeemable Preferred Units, 260,000 units authorized, 255,373 issued and outstanding


25,5377.75%/8.00% Cumulative Redeemable Preferred Units, 850,698 units issued and outstanding


85,070Total carrying value of preferred units


606,743Noncontrolling redeemable interests in properties


49,378Total preferred units and noncontrolling redeemable interests in properties as of March 31, 2009 and December 31, 2008

$
656,121


The
adoption of FAS 160 also resulted in the reclassification to equity of noncontrolling nonredeemable (deficit) interests in properties. Further, as a result of the adoption of
SFAS 160, net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties) is now excluded from the determination of
consolidated net income. Corresponding changes have also been made to the accompanying consolidated statements of cash flows. Such changes result in a net increase to cash flows provided by operating
activities with an offsetting increase to cash flows used in financing activities related to distributions to noncontrolling interest holders in properties.

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A
progression of noncontrolling nonredeemable interests in properties for the quarterly periods ending March 31 is as follows:

2009

2008Noncontrolling interests redeemable interests in properties at January 1

$
(150,810
)
$
(141,251
)Net income attributable to noncontrolling interests


3,039


2,101Distributions to noncontrolling interest holders


(5,257
)

(6,282
)Other


2,288


149Total noncontrolling nonredeemable interests in properties as of March 31

$
(150,740
)
$
(145,283
)




Effective January 1, 2009, we adopted SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133" (SFAS 161), which amends and expands the disclosure requirements of SFAS No. 133 (SFAS 133). SFAS 161 requires qualitative
disclosures about objectives and strategies for using derivatives and quantitative disclosures about the fair value of and gains and losses on derivative instruments. As required by SFAS 133,
we record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to
designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We use a variety of
derivative financial instruments in the normal course of business to manage or hedge the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives
are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging
derivative instruments
be highly effective in reducing the risk exposure that they are designated to hedge. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the
derivative contract.

As
of March 31, 2009, we had the following outstanding interest rate derivatives related to interest rate risk:

Interest Rate Derivative

Number of Instruments

Notional AmountInterest Rate Swaps


3

$
595.0 millionInterest Rate Caps


2

$
281.3 million


The
carrying value of our interest rate swap agreements, at fair value, is included with other liabilities and was $20.5 million as of March 31, 2009. The interest rate cap
agreements were of no value at March 31, 2009 and we generally do not apply hedge accounting to these arrangements. The total gross accumulated other comprehensive loss related to our
derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $67.0 million as of March 31, 2009. There was no significant
ineffectiveness from any of our derivative activities during the period.

We
are also exposed to fluctuations in foreign exchange rates on investments denominated in a foreign currency that we hold, primarily in Japan and Europe. We use currency forward
agreements to hedge our exposure to changes in foreign exchange rates on certain Yen-denominated receivables. Currency forward agreements involve fixing the USD-Yen exchange
rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in US dollars for their fair value at or close to
their settlement date. We entered into USD-Yen forwards during 2009 for approximately ¥3 billion that we expect to receive over the next 36 months at an average
exchange rate of 97.1 USD:Yen. The March 31, 2009 asset balance related to these forwards was not

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significant
and we have reflected the changes in fair value for these forward contracts in income. The underlying currency adjustments on the foreign-denominated receivables are also reflected in
income and generally offset the amounts in earnings for these forward contracts.

We
have no credit-risk-related hedging or derivative activities.

4.     Per Unit Data

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

For the Three Months
Ended March 31,2009

2008Net Income Attributable to Unitholders  Basic & Dilutive

$
132,502

$
110,665Weighted Average Units Outstanding  Basic


292,771,470


281,224,467Effect of stock options of Simon Property


219,910


616,575Weighted Average Units Outstanding  Diluted


292,991,380


281,841,042


For the quarter ended March 31, 2009, potentially dilutive securities include options to purchase shares of Simon Property common stock and certain
preferred units that are exchangeable for common units. The only securities that had a dilutive effect for the quarters ended March 31, 2009 and 2008 were stock options of Simon Property.

5.     Investment in Unconsolidated Entities



Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and
diversify our risk in a particular property or portfolio. We held joint venture ownership interests in 103 properties in the United States as of March 31, 2009 and December 31, 2008. We
also held interests in two joint ventures which owned 52 European shopping centers as of March 31, 2009 and December 31, 2008. We also held interests in seven joint venture
properties under operation in Japan, one joint venture property in China, one joint venture property in Mexico, and one joint venture property in South Korea. We account for these joint venture
properties using the equity method of accounting.

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



On February 16, 2007, SPG-FCM, a 50/50 joint venture between an affiliate of us and funds managed by Farallon
Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interest in the 36 properties that remain at March 31, 2009 was completed in April 2007. As of March 31, 2009, we and Farallon had each funded $650.0 million into
SPG-FCM to acquire all of the

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common
stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills primarily at rates of LIBOR plus 270-275 basis points. These funds were used by
SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of Mills' preferred stock. As of March 31, 2009, the outstanding balance of our remaining
loan to SPG-FCM was $536.0 million. During the first quarter of 2009 and 2008, we recorded approximately $2.2 million and $4.5 million in interest income (net of
inter-entity eliminations), respectively, related to this loan. The loan facility bears interest at a rate of LIBOR plus 275 basis points and matures on June 7, 2009, with three available
one-year extensions.



European Joint Ventures.We conduct our international operations in Europe through two European joint
ventures: Simon Ivanhoe
S.à.r.l., or Simon Ivanhoe, and Gallerie Commerciali Italia, or GCI. The carrying amount of our total combined investment in these two joint venture investments was
$220.9 million and $224.2 million as of March 31, 2009 and December 31, 2008, respectively, including all related components of other comprehensive income. We have a 50%
ownership in Simon Ivanhoe and a 49% ownership in GCI.

Asian Joint Ventures.We conduct our investment in the seven international Premium Outlet operations
in Japan through joint
ventures in which we hold a 40% ownership interest. The carrying amount of our investment in these joint ventures was $290.8 million and $312.6 million as of March 31, 2009 and
December 31, 2008, respectively, including all related components of other comprehensive income. On June 1, 2007, we opened Yeoju Premium Outlets, our first Premium Outlet center in
South Korea, in which we hold a 50% ownership interest. Our investment in this property was $19.4 million and $18.0 million as of March 31, 2009 and December 31, 2008,
respectively, including all related components of other comprehensive income.

We
also own a 32.5% interest in Wal-Mart anchored shopping center joint venture arrangements, and a 32.5% ownership in the management operation overseeing these projects,
collectively referred to as Great Mall Investments, Ltd., or GMI. During 2008, GMI completed construction and opened its first center in China, and has three additional centers under
construction which are scheduled to open in 2009. We expect our share of the total equity commitment for GMI to be approximately $53.2 million. Our combined investment in GMI was approximately
$54.1 million and $53.9 million as of March 31, 2009 and December 31, 2008, respectively, including the related cumulative translation adjustments.

We
account for all of our international joint venture investments using the equity method of accounting.

12

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Summary financial information (in thousands) of all of our joint ventures and a summary of our investment in and share of income from
such joint ventures follow. We condensed into separate line items major captions of the statements of operations for joint venture interests sold or consolidated. Consolidation occurs when we acquire
an additional interest in the joint venture and, as a result, gain unilateral control of the property or are determined to be the primary beneficiary. We reclassify these line items into "Discontinued
Joint Venture Interests" and "Consolidated Joint Venture Interests" on the balance sheets and statements of operations, if material, so that we may present comparative results of operations for these
joint venture properties held as of March 31, 2009.

March 31,
2009

December 31,
2008BALANCE SHEETSAssets:Investment properties, at cost

$
21,393,130

$
21,472,490Less  accumulated depreciation


4,001,364


3,892,95617,391,766


17,579,534Cash and cash equivalents


671,179


805,411Tenant receivables and accrued revenue, net


381,513


428,322Investment in unconsolidated entities, at equity


227,461


230,497Deferred costs and other assets


571,131


594,578Total assets

$
19,243,050

$
19,638,342Liabilities and Partners' Equity:Mortgages and other indebtedness

$
16,514,708

$
16,686,701Accounts payable, accrued expenses, intangibles, and deferred revenue


970,523


1,070,958Other liabilities


990,809


982,254Total liabilities


18,476,040


18,739,913Preferred units


67,450


67,450Partners' equity


699,560


830,979Total liabilities and partners' equity

$
19,243,050

$
19,638,342Our Share of:Total assets

$
7,888,005

$
8,056,873Partners' equity

$
474,933

$
533,929Add: Excess Investment


692,262


749,227Our net Investment in Joint Ventures

$
1,167,195

$
1,283,156Mortgages and other indebtedness

$
6,464,913

$
6,632,419


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

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For the Three Months
Ended March 31,STATEMENTS OF OPERATIONS

2009

2008Revenue:Minimum rent

$
466,677

$
470,063Overage rent


20,579


18,716Tenant reimbursements


237,442


228,745Other income


38,244


46,091Total revenue


762,942


763,615Operating Expenses:Property operating


148,940


152,924Depreciation and amortization


187,463


171,699Real estate taxes


69,389


65,744Repairs and maintenance


25,723


30,338Advertising and promotion


14,295


14,296Provision for credit losses


10,427


5,033Other


36,315


37,977Total operating expenses


492,552


478,011Operating Income


270,390


285,604Interest expense


(219,151
)

(248,873
)(Loss) income from unconsolidated entities


(768
)

21Income from Continuing Operations


50,471


36,752Income from discontinued joint venture interests





47Net Income

$
50,471

$
36,799Third-Party Investors' Share of Net Income

$
31,179

$
18,651Our Share of Net Income


19,292


18,148Amortization of Excess Investment


(13,747
)

(11,007
)Income from Unconsolidated Entities, Net

$
5,545

$
7,141


6.     Debt



Our unsecured debt currently consists of $10.7 billion of our senior unsecured notes and our $3.5 billion unsecured
credit facility, or Credit Facility. The Credit Facility bears interest at LIBOR plus 37.5 basis points and an additional facility fee of 12.5 basis points. The Credit Facility matures
January 11, 2010 and may be extended one year at our option if, among other conditions, there is no default.

In
the first three months of 2009, we repaid three series of unsecured notes totaling $700.0 million, which had fixed rates of 3.75%, 7.13% and 3.50%, respectively.

On
March 25, 2009, we issued $650.0 million of senior unsecured notes at a fixed interest rate of 10.35% due April 1, 2019. We used the proceeds from the offering to
reduce borrowings on the Credit Facility and general working capital purposes.

During
the three months ended March 31, 2009, we drew amounts from the Credit Facility to fund the repayment of $600.0 million of maturing unsecured notes. We repaid a
total of $1.2 billion on the Credit Facility during the quarter ended March 31, 2009. The total outstanding balance of the Credit Facility as of March 31, 2009 was
$417.0 million, all related to the U.S. dollar equivalent of Euro and Yen-denominated

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borrowings,
and the maximum amount outstanding during the quarter ended March 31, 2009 was approximately $1.6 billion. During the three months ended March 31, 2009, the weighted
average outstanding balance was approximately $1.4 billion.



Total secured indebtedness was $6.3 billion at March 31, 2009 and December 31, 2008.

7.     Equity

Under the Simon Property Group, L.P. 1998 Stock Incentive Plan, or the Plan, the Compensation Committee of Simon Property's Board of Directors, or the
Board, awarded 242,183 restricted shares of Simon Property common stock as part of the 2008 stock incentive program to employees on February 27, 2009 at a fair market value of $33.10 per share,
and 19,315 shares of restricted stock on March 2, 2009 at a fair market value of $29.96 per share. The fair market value of the restricted stock awarded on February 27, 2009 and
March 2, 2009, is being recognized as expense over the four-year vesting service period. In accordance with our partnership agreement, we issued an equal number of units to Simon
Property.

During
the first quarter of 2009, thirty-four limited partners exchanged 881,072 of our units for an equal number of shares of Simon Property common stock. These transactions
increased Simon Property's ownership interest in us.

On
March 18, 2009, we issued 5,519,765 units to Simon Property and 1,345,151 units to limited partners as part of the quarterly distribution. The closing price per share of the
Simon Property common stock on March 18, 2009 was $35.38.

On
March 25, 2009, Simon Property issued 17,250,000 shares of its common stock in a public offering at a public offering price of $31.50 per share. As a result, we issued
17,250,000 units to Simon Property, and used the proceeds from the offering to repay amounts drawn on the Credit Facility and for general working capital purposes.

On
July 26, 2007, the Board authorized a common stock repurchase program under which Simon Property may purchase up to $1.0 billion of its common stock over the next
twenty-four months as market conditions warrant. Simon Property may purchase the shares in the open market or in privately negotiated transactions. No purchases have been made as part of
this program in 2009. Simon Property's share repurchase program had remaining availability of approximately $950.7 million at March 31, 2009.



For the quarter ending March 31, 2009, holders of our Series I preferred units were not permitted to convert their units
during the quarter into units as the triggering price of $77.88 was not met as of December 31, 2008. As of March 31, 2009, the conversion trigger price of $77.55 had again not been met.

8.     Commitments and Contingencies



There have been no material developments with respect to the pending litigation disclosed in our 2008 Annual Report on
Form 10-K and no new material developments or litigation has arisen since those disclosures were made.

We
are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will
not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

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Joint venture debt is the liability of the joint venture, and is typically secured by the joint venture property, which is
non-recourse to us. As of March 31, 2009, we have loan guarantees and other guarantee obligations of $48.2 million and $4.1 million, respectively, to support our total
$6.5 billion share of joint venture mortgage and other indebtedness in the event that the joint venture borrower defaults under the terms of the underlying arrangement. Mortgages which are
guaranteed by us are secured by the property of the joint venture and that property may be sold in order to satisfy the outstanding obligation.

9.     Real Estate Acquisitions and Dispositions

We had no consolidated property acquisitions or dispositions during the quarter ended March 31, 2009.

10.   Recent Financial Accounting Standards

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141(R), "Business Combinations", or SFAS 141(R).
SFAS 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition
date, with goodwill being the excess value over the net identifiable assets acquired. SFAS 141(R) is effective for financial statements issued for fiscal years beginning after
December 15, 2008. Our adoption of SFAS 141(R), did not have a significant impact on our results of operations or financial position.

In
February 2008, the FASB issued FASB Staff Position (FSP) No. 157-2, "Effective Date of FASB Statement No. 157" which permitted a one-year
deferral for the implementation of SFAS 157 with regard to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). On January 1, 2009, we adopted SFAS 157 as it relates to nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value in
the financial statements on at least an annual basis. The adoption of SFAS 157, as it relates to nonfinancial assets and nonfinancial liabilities, had no impact on the financial statements. The
provisions of SFAS 157 will be applied at such time a fair value measurement of a nonfinancial asset or nonfinancial liability is required, which may result in a fair value that is materially
different than would have been calculated prior to the adoption of SFAS 157.

In
June 2008, the FASB ratified Emerging Issue Task Force Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own
Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded
feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. EITF 07-5 was effective for us as of January 1,
2009, and our adoption of EITF 07-5 had no impact on our financial position, results of operations or cash flows.

On
January 1, 2009, we adopted FSP No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" (FSP EITF 03-6-1). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per unit pursuant to the two-class
method. The adoption of FSP EITF 03-6-1 did not have a significant impact on reported earnings per unit.

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

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

Overview

Simon Property Group, L.P. is a Delaware limited partnership and the majority-owned partnership subsidiary of Simon Property
Group, Inc. In this discussion, the terms "Operating Partnership", "we", "us" and "our" refer to Simon Property Group, L.P. and its subsidiaries and the term "Simon Property" refers
specifically to Simon Property Group, Inc. We own, develop, and manage retail real estate properties, primarily regional malls, Premium Outlet® centers, The Mills®, and
community/lifestyle centers. As of March 31, 2009, we owned or held an interest in 324 income-producing properties in the United States, which consisted of 163 regional malls, 40 Premium Outlet
centers, 70 community/lifestyle centers, 36 properties acquired in the 2007 acquisition of The Mills Corporation, or Mills, and 15 other shopping centers or outlet centers in 41 states plus Puerto
Rico. Of the 36 properties in the Mills portfolio, 16 of these properties are The Mills, 16 are regional malls, and four are community centers. We also own interests in four parcels of land held in
the United States for future development. In the United States, we have one new property currently under development aggregating approximately 0.4 million square feet which will open during
2009. Internationally, we have ownership interests in 52 European shopping centers (France, Italy and Poland); seven Premium Outlet centers in Japan; one Premium Outlet center in Mexico; one
Premium Outlet center in South Korea; and one shopping center in China. Also, through joint venture arrangements we have ownership interests in the following properties under development
internationally: a 24% interest in two shopping centers in Italy, a 40% interest in a Premium Outlet Center in Japan, and a 32.5% interest in three additional shopping centers under construction in
China.

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



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

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



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



17

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Table of Contents



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

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

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





Diluted earnings per unit increased $0.06 during the first quarter of 2009, or 15.4%, to $0.45 from $0.39 for the same period last
year. The increase was the result of lease termination settlement income, lower interest expense driven by lower levels of debt and declining LIBOR rates, and reductions in property operating and home
office and regional expenses as a result of cost control and cost reduction measures, partially offset by an increase in the provision for credit losses and increases in depreciation and amortization
expense.

Core
business fundamentals were affected by the unfavorable economic environment during the first quarter of 2009. Regional mall comparable sales per square foot, or psf, declined 7.3%
during the first quarter of 2009 to $455 psf from $491 psf for the same period in 2008. However, our regional mall average base rents increased 6.8% to $40.29 psf as of March 31, 2009, from
$37.73 psf as of March 31, 2008 due to releasing of space at higher rents. We were able to release available square feet at higher rents than the expiring rental rates in the regional mall
portfolio resulting in a leasing spread of $8.46 psf as of March 31, 2009, representing a 25.0% increase over expiring rents. Regional mall occupancy was 90.8% as of March 31, 2009, as
compared to 91.7% as of March 31, 2008 driven by higher bankruptcies and lease terminations. The favorable operating fundamentals of the Premium Outlet centers contributed to the positive
operating results for the three month period as occupancy of the portfolio remained high at 96.9%. Premium Outlet comparable sales psf decreased only modestly 0.8% to $507 reflecting the consumer's
preference for value, offset by the impact of the economic downturn. Premium Outlet leasing spreads were strong at $8.58, or 33.5% above expiring rents.

As
of March 31, 2009, our effective overall borrowing rate increased 13 basis points to 5.50% as compared to March 31, 2008. This was primarily a result of an increase of
our fixed rate debt of $800 million ($15.5 billion at March 31, 2009 versus $14.7 billion at March 31, 2008), which increased the weighted average rate 23 basis
points as compared to March 31, 2008. This increase was partially offset by a decrease in the base LIBOR rate applicable to a majority of our floating rate debt (0.55% at March 31,

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2009,
versus 2.70% at March 31, 2008). Our financing activities for the quarter ended March 31, 2009 included:



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



March 31,
2009

%/basis point
Change(1)

March 31,
2008Regional Malls:OccupancyConsolidated


90.7%

-120 b
ps

91.9%Unconsolidated


90.8%

-40 b
ps

91.2%Total Portfolio


90.8%

-90 b
ps

91.7%Average Base Rent per Square FootConsolidated

$
38.79

5.4
%
$
36.79Unconsolidated

$
43.32

9.3
%
$
39.64Total Portfolio

$
40.29

6.8
%
$
37.73Comparable Sales Per Square FootConsolidated

$
436

-6.2
%
$
465Unconsolidated

$
495

-9.3
%
$
546Total Portfolio

$
455

-7.3
%
$
491Premium Outlet Centers:Occupancy


96.9%

-100 b
ps

97.9%Average base rent per square foot

$
29.21

11.0
%
$
26.32Comparable sales per square foot

$
507

-0.8
%
$
511The Mills®:Occupancy


89.7%

-450 b
ps

94.2%Average base rent per square foot

$
19.78

2.8
%
$
19.25Comparable sales per square foot

$
373

-1.3
%
$
379Mills Regional Malls:Occupancy


87.4%

+60 b
ps

86.8%Average base rent per square foot

$
37.14

0.2
%
$
37.05Comparable sales per square foot

$
410

-9.1
%
$
450Community/Lifestyle Centers:OccupancyConsolidated


85.7%

-640 b
ps

92.1%Unconsolidated


90.9%

-500 b
ps

95.9%Total Portfolio


87.4%

-590 b
ps

93.3%Average Base Rent per Square FootConsolidated

$
13.89

8.3
%
$
12.82Unconsolidated

$
12.39

4.9
%
$
11.81Total Portfolio

$
13.37

7.2
%
$
12.47


---

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

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



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

March 31,
2009

%/basis point
Change

March 31,
2008European Shopping Centers:Occupancy


98.5%


+0 b
ps

98.5%Comparable sales per square foot

€
409


-3.6
%
€
424Average base rent per square foot

€
30.86


4.0
%
€
29.68International Premium Outlets(1)Occupancy


99.9%


+160 b
ps

98.3%Comparable sales per square foot

¥
91,492


-2.8
%
¥
94,134Average base rent per square foot

¥
4,705


0.3
%
¥
4,691


---

Results of Operations

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



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



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For
the purposes of the following comparison between the quarter ended March 31, 2009, and 2008, the above transactions are referred to as the "property transactions". In the
following discussions of our results of operations, "comparable" refers to properties open and operating throughout the periods in both 2009 and 2008.



Minimum rents increased $20.7 million during the period, of which the property transactions accounted for $10.8 million
of the increase. Comparable rents increased $9.9 million, or 1.8%. This was primarily due to an increase in minimum rents of $12.9 million and a $0.9 million increase in
straight-line rents, offset by a $3.0 million decrease in comparable property activity, primarily attributable to a decline in the fair market value of in-place lease
amortization. In addition, decreased rents from carts, kiosks, and other temporary tenants decreased comparable rents by $0.9 million.

Overage
rents decreased $4.2 million, or 25%, as a result of a reduction in tenant sales for the period as compared to the prior year.

Tenant
reimbursements increased $8.5 million, due to a $4.0 million increase attributable to the property transactions and a $4.5 million, or 1.8%, increase in the
comparable properties as a result of an increase in reimbursements due to our ongoing initiative to convert our leases to a fixed reimbursement methodology for common area maintenance costs.

Management
fees and other revenues decreased $2.4 million principally as a result of decreased earned premiums of our wholly-owned captive insurance entities.

Total
other income increased $0.5 million, and was principally the result of the following:



Property
operating costs decreased $6.6 million, or 5.8%, primarily related to our cost control and cost reduction initiatives.

Depreciation
and amortization expense increased $28.3 million due to the impact of our prior year openings and expansion activity and acceleration of depreciation for certain
properties scheduled for redevelopment.

Repairs
and maintenance decreased $6.4 million primarily due to our cost savings efforts.

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Provision
for credit losses increased $6.4 million due to an increase in the reserve for tenants in default and an increased number of tenants entering bankruptcy proceedings.

Home
and regional office expense decreased $13.4 million primarily due to decreased personnel costs attributable to our cost control initiatives and lower incentive compensation
levels.

Preferred
unit distribution requirements decreased $5.5 million as a result of the conversion or exchange of preferred units to units during 2008.

Liquidity and Capital Resources

Because we generate revenues primarily from long-term leases, our financing strategy relies primarily on
long-term fixed rate debt. We manage our floating rate debt to be at or below 15-25% of total outstanding indebtedness. Floating rate debt currently comprises only
approximately 11% of our total consolidated debt. We also enter into interest rate protection agreements as appropriate to assist in managing our interest rate risk. We derive most of our liquidity
from leases that generate positive net cash flow from operations and distributions of capital from unconsolidated entities that totaled $472.7 million during the first quarter of 2009. In
addition, the Credit Facility provides an alternative source of liquidity as our cash needs vary from time to time.

Our
balance of cash and cash equivalents increased $124.8 million during the first quarter of 2009 to $898.3 million as of March 31, 2009. Our balance of cash and
cash equivalents as of March 31, 2009, and December 31, 2008, includes $34.4 million and $29.8 million, respectively, related to our co-branded gift card
programs, which we do not consider available for general working capital purposes.

Our
business model requires us to regularly access the debt and equity capital markets to raise funds for acquisition and development activity, redevelopment capital, and to refinance
maturing debt. We are currently seeing unprecedented turmoil in the capital markets. This has significantly impacted the ability to readily access debt and equity capital for many organizations,
including ours. We raised approximately $1.2 billion in the public capital markets in the first quarter of 2009; however, there is no assurance we will be able to continue to do so in future
periods or on similar terms or conditions. We believe we have sufficient cash on hand and availability under our corporate Credit Facility to address our debt maturities and capital needs through
2010.

Acquisition of The Mills Corporation by SPG-FCM

On February 16, 2007, SPG-FCM, a 50/50 joint venture between an affiliate of us and funds managed by Farallon
Capital Management, L.L.C., or Farallon, entered into a definitive merger agreement to acquire all of the outstanding common stock of Mills for $25.25 per common share in cash. The acquisition of
Mills and its interest in the 36 properties that remain at March 31, 2009 was completed in April 2007. As of March 31, 2009, we and Farallon had each
funded $650.0 million into SPG-FCM to acquire all of the common stock of Mills. As part of the transaction, we also made loans to SPG-FCM and Mills primarily at rates of
LIBOR plus 270-275 basis points. These funds were used by SPG-FCM and Mills to repay loans and other obligations of Mills, including the redemption of Mills' preferred stock.
As of March 31, 2009, the outstanding balance of our remaining loan to SPG-FCM was $536.0 million. During the first quarter of 2009 and 2008, we recorded approximately
$2.2 million and $4.5 million in interest income (net of inter-entity eliminations), respectively, related to this loan. The loan facility bears interest at a rate of LIBOR plus 275
basis points and matures on June 7, 2009, with three available one-year extensions.

Cash Flows

Our net cash flow from operating activities and distributions of capital from unconsolidated entities for the quarter ended
March 31, 2009, totaled $472.7 million. In addition, we had net borrowings from all

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of
our debt financing and repayment activities in this period of $629.5 million. These activities are further discussed below in "Financing and Debt." During the 2009 period we
also:



In
general, we anticipate that cash generated from operations will be sufficient to meet operating expenses, monthly debt service, recurring capital expenditures, and the cash portion of
distributions necessary to maintain Simon Property's REIT qualification for 2009. 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 excess cash generated from operations and working capital reserves, and from
borrowings on our Credit Facility.

Financing and Debt



Our unsecured debt currently consists of $10.7 billion of our senior unsecured notes and the Credit Facility. The Credit
Facility bears interest at LIBOR plus 37.5 basis points and an additional facility fee of 12.5 basis points. The Credit Facility matures January 11, 2010 and may be extended one year at our
option.

During
the three months ended March 31, 2009, we drew amounts from our $3.5 billion Credit Facility to fund the redemption of $600.0 million in maturing series of
unsecured notes. We repaid a total of $1.2 billion on our Credit Facility during the quarter ended March 31, 2009. The total outstanding balance of the Credit Facility as of
March 31, 2009 was $417.0 million, all of which was comprised of the U.S. dollar equivalent of Euro and Yen-denominated borrowings. The maximum outstanding balance during the
quarter ended March 31, 2009 was approximately $1.6 billion. During the quarter ended March 31, 2009, the weighted average outstanding balance on the Credit Facility was
approximately $1.4 billion.



Total secured indebtedness was $6.3 billion at March 31, 2009, and December 31, 2008.

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Our consolidated debt, adjusted to reflect outstanding derivative instruments, and the effective weighted average interest rates as of
March 31, 2009, and December 31, 2008, consisted of the following (dollars in thousands):

Debt Subject to

Adjusted Balance
as of
March 31, 2009

Effective
Weighted Average
Interest Rate

Adjusted Balance
as of
December 31, 2008

Effective
Weighted Average
Interest RateFixed Rate

$
15,487,021


6.00
%
$
15,424,318


5.76
%Variable Rate


1,898,025


1.42
%

2,618,214


1.31
%$
17,385,047


5.50
%
$
18,042,532


5.12
%


As
of March 31, 2009, we had interest rate cap agreements on approximately $91.3 million of consolidated variable rate debt. We also hold $595.0 million of notional
amount fixed rate swap agreements that have a weighted average fixed pay rate of 2.73% and a weighted average variable receive rate of 0.51%. As of March 31, 2009, the net effect of these
agreements effectively converted $595.0 million of variable rate debt to fixed rate debt.

Contractual Obligations and Off-Balance Sheet Arrangements.There have been no material changes to our outstanding capital
expenditure
commitments previously disclosed in our 2008 Annual Report on Form 10-K. The following table summarizes the material aspects of our future obligations as of March 31, 2009,
for the remainder of 2009 and subsequent years thereafter (dollars in thousands):

2009

2010-2011

2012-2014

After 2014

TotalLong Term DebtConsolidated(1)

$
629,977

$
4,720,395

$
6,336,749

$
5,699,244

$
17,386,365Pro rata share of Long-Term Debt:Consolidated(2)

$
627,243

$
4,672,577

$
6,167,730

$
5,640,833

$
17,108,383Joint Ventures(2)


377,380


1,362,726


2,515,142


2,199,370


6,454,618Total Pro Rata Share of Long-Term Debt

$
1,004,623

$
6,035,303

$
8,682,872

$
7,840,203

$
23,563,001


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Our
off-balance sheet arrangements consist primarily of our investments in real estate joint ventures which are common in the real estate industry and are described in
Note 5 of the notes to the accompanying financial statements. Joint venture debt is the liability of the joint venture, is typically secured by the joint venture property, and is
non-recourse to us. As of March 31, 2009, we had loan guarantees and other guarantee obligations of $48.2 million and $4.1 million, respectively, to support our total
$6.5 billion share of joint venture mortgage and other indebtedness presented in the table above.

Acquisitions and Dispositions

Buy-sell provisions are common in real estate partnership agreements. Most of our partners are institutional investors who
have a history of direct investment in retail real estate. Our partners in our joint venture properties may initiate these provisions at any time. If we determine it is in our unitholders' best

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interests
for us to purchase the joint venture interest and we believe we have adequate liquidity to execute the purchase without hindering our cash flows, then we may initiate these provisions or
elect to buy. If we decide to sell any of our joint venture interests, we expect to use the net proceeds to reduce outstanding indebtedness or to reinvest in development, redevelopment, or expansion
opportunities.

Acquisitions.Although the acquisition of high quality individual properties or portfolios of properties remains an integral
component of our growth
strategies, we did not acquire any properties during the first three months of 2009.

Dispositions.We continue to pursue the disposal of properties that no longer meet our strategic criteria or that are not the
primary retail venue
within their trade area. However, we did not dispose of any operating properties during the first quarter of 2009.

Development Activity

New Domestic Development.Given the significant downturn in the economy, we have substantially reduced our development spending.
We expect to
complete construction on Cincinnati Premium Outlets, a 400,000 square foot upscale manufacturers' outlet center located in Monroe, OH, during the third quarter of 2009. The estimated total cost of
this project is $92.0 million, and the carrying amount of the construction in progress at March 31, 2009 was $55.4 million. We expect to fund this project with available cash from
operations and borrowings from the Credit Facility. We do not expect our share of any other 2009 new development to be significant.

Strategic Expansions and Renovations.In addition to new development, we incur costs related to construction for significant
renovation and/or
expansion projects at our properties. Included in these projects are the renovation and addition of Nordstrom at Northshore Mall, Ross Park Mall and South Shore Plaza; a life-style
addition at Tacoma Mall; and Phase II expansions at The Domain, Orlando Premium Outlets, and The Promenade at Camarillo. We expect to fund these capital projects with cash flow from operations
or borrowings from the Credit Facility. We have other renovation and/or expansion projects currently under construction or in preconstruction development and expect our share of expansion and
renovation activities for the remainder of 2009 to be less than $200.0 million.

International Development Activity.We typically reinvest net cash flow from our international investments to fund future
international development
activity. We believe this strategy mitigates some of the risk of our initial investment and our exposure to changes in foreign currencies. We have also funded our European investments with
Euro-denominated borrowings that act as a natural hedge against local currency fluctuations. This has also been the case with our Premium Outlet Centers in Japan and Mexico where we use
Yen and Peso denominated financing, respectively. We expect our share of international development costs for 2009 will be approximately $140.0 million. We expect international development and
redevelopment/expansion activity for 2009 to include:



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Currently,
our net income exposure to changes in the volatility of the Euro, Yen, Peso and other foreign currencies is not material. In addition, since cash flows from international
operations are currently being reinvested in other development projects, we do not expect to repatriate foreign denominated earnings in the near term.

The
two developments that GCI has under construction in Italy will add approximately 942,000 square feet of GLA for a total net cost of approximately
€221 million, of which our share is approximately €53 million, or $70.1 million based on current Euro:USD exchange rates.

The
two Premium Outlet developments under construction in Japan which will add approximately 403,000 square feet of GLA for a total net cost of approximately JPY 23.1 billion, of
which our share is approximately JPY 9.2 billion, or $94.9 million based on applicable Yen:USD exchange rates.

As
of March 31, 2009, the carrying amount of our 32.5% joint venture investment in GMI including all related components of other comprehensive income was $54.1 million.
Currently, one center is open in Changshu, China and three additional centers are under development. The three centers under development will add approximately 1.5 million square feet of GLA
for a total net cost of approximately
CNY 1.6 billion, of which our share is approximately CNY 527 million, or $77.2 million based on applicable CNY:USD exchange rates.

During
2008, we acquired approximately 16.7 million shares of stock of Liberty International, PLC, or Liberty. Liberty operates regional shopping centers and is the owner
of other prime retail assets throughout the United Kingdom. Liberty is a U.K. FTSE 100 listed company, with shareholders' funds of £4.7 billion and property investments of
£8.6 billion, of which its U.K. regional shopping centers comprise 75%. Assets of the group under control or joint control amount to £11.0 billion. Liberty
converted into a U.K. Real Estate Investment Trust (REIT) on January 1, 2007. Our interest in Liberty is less than 5% of their shares and is adjusted to their quoted market price, including a
related foreign exchange component.

Distributions and Stock Repurchase Program

Simon Property's Board of Directors declared and we paid a distribution of $0.90 per unit in the first quarter of 2009. The
distribution was paid 10% in cash and 90% in units subject to election by the unitholders. We issued 5,519,765 common units and 1,345,151 limited partner units on March 18, 2009 at a closing
price of $35.38 per unit. 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 the amount of distributions required to maintain
Simon Property's status as a REIT.

Simon
Property recently announced that it intends to pay a quarterly distribution for the second quarter of 2009 of $0.60 per unit, consisting of a combination of cash and units. The
cash component of this dividend will not exceed 20% in the aggregate, or $0.12 per share.

On
July 26, 2007, the Simon Property Board of Directors authorized a common stock repurchase program under which Simon Property may purchase up to $1.0 billion of its
common stock over the next twenty-four months as market conditions warrant. Simon Property may purchase the shares in the open market or in privately negotiated transactions. No purchases
have been made as part of this program in 2009. Simon Property's share repurchase program had remaining availability of approximately $950.7 million at March 31, 2009.

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Forward-Looking Statements

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

Item 3.    Qualitative and Quantitative Disclosure About Market Risk

Sensitivity Analysis.We disclosed a comprehensive qualitative and quantitative analysis regarding market risk in the
Management's Discussion and
Analysis of Financial Condition and Results of Operations included in our 2008 Annual Report on Form 10-K. There have been no material changes in the assumptions used or results
obtained regarding market risk since December 31, 2008.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We carried out an evaluation under the supervision and with participation of
management, including
the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2009.

Changes in Internal Control Over Financial Reporting.There have not been any changes in our internal control over financial
reporting (as defined in
Rule 13a-15(f)) that occurred during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

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Part II  Other Information

Item 1.    Legal Proceedings

There have been no material developments with respect to the pending litigation disclosed in our 2008 Annual Report on
Form 10-K and no new material developments or litigation has arisen since those disclosures were made.

We
are involved in various other legal proceedings that arise in the ordinary course of our business. We believe that such routine litigation, claims and administrative proceedings will
not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

Item 1A.    Risk Factors

Through the period covered by this report, there were no significant changes to the Risk Factors disclosed in "Part 1: Business"
of our 2008 Annual Report on Form 10-K.

Item 5.    Other Information

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

Item 6.    Exhibits

Exhibit
Number

Exhibit Descriptions3.1

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of August 27, 1999, regarding a prior agreement filed under an exhibit 99.1 to
Form S-3/A of Simon Property Group, L.P. on November 20, 1996.3.2

Agreement between Simon Property Group, Inc. and Simon Property Group, L.P. dated April 29, 2009, but effective as of October 14, 2004, regarding redemption of the Registrant's Series I Preferred
Units.31.1

Certification by the Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification by the Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURES

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

SIMON PROPERTY GROUP, L.P./s/ Stephen E. Sterrett Stephen E. Sterrett
Executive Vice President and Chief Financial Officer
Simon Property Group, Inc.
General Partner of Simon Property Group, L.P.Date: May 8, 2009


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