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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 September 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 September 30, 2003 and December 31, 2002

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

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

5Condensed Notes to Consolidated Financial Statements

6Item 2:

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

15Item 3:

Qualitative and Quantitative Disclosure About Market Risk

26Item 4:

Controls and Procedures

26Part II  Other InformationItems 1 through 6

26Signature

28


2

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

|                                       |                                                                                                                                        | September 30,
2003                     |            | December 31,
2002 |           
|-------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ---------- | ----------------- | ----------
|ASSETS:                                |                                                                                                                                        |                                        |            |                   |           
|                                       | Investment properties, at cost                                                                                                         |                                        | $          | 14,660,494        |           
|                                       |                                                                                                                                        | Less  accumulated depreciation        |            |                   | 2,457,961 
|                                       |                                                                                                                                        |                                        |            |                   |           
|                                       |                                                                                                                                        |                                        | 12,202,533 |                   |           
|                                       | Cash and cash equivalents                                                                                                              |                                        |            | 350,567           |           
|                                       | Tenant receivables and accrued revenue, net                                                                                            |                                        |            | 273,866           |           
|                                       | Notes and advances receivable from Management Company and affiliates                                                                   |                                        |            |                  |           
|                                       | Investment in unconsolidated entities, at equity                                                                                       |                                        |            | 1,486,319         |           
|                                       | Goodwill, net                                                                                                                          |                                        |            | 37,212            |           
|                                       | Deferred costs, other assets, and minority interest, net                                                                               |                                        |            | 591,838           |           
|                                       |                                                                                                                                        |                                        |            |                   |           
|                                       |                                                                                                                                        | Total assets                           |            | $                 | 14,942,335
|                                       |                                                                                                                                        |                                        |            |                   |           
|LIABILITIES:                           |                                                                                                                                        |                                        |            |                   |           
|                                       | Mortgages and other indebtedness                                                                                                       |                                        | $          | 10,000,254        |           
|                                       | Accounts payable, accrued expenses, and deferred revenues                                                                              |                                        |            | 619,141           |           
|                                       | Cash distributions and losses in partnerships and joint ventures, at equity                                                            |                                        |            | 17,798            |           
|                                       | Other liabilities, minority interest, and accrued dividends                                                                            |                                        |            | 187,746           |           
|                                       |                                                                                                                                        |                                        |            |                   |           
|                                       |                                                                                                                                        | Total liabilities                      |            |                   | 10,824,939
|                                       |                                                                                                                                        |                                        |            |                   |           
|COMMITMENTS AND CONTINGENCIES (Note 8) |                                                                                                                                        |                                        |            |                   |           
|PARTNERS' EQUITY:                      |                                                                                                                                        |                                        |            |                   |           
|                                       | Preferred units, 22,031,747 and 22,031,847 units outstanding, respectively. Liquidation values $1,008,848 and $1,008,858, respectively |                                        |            | 965,453           |           
|                                       | General Partner, 187,530,658 and 183,872,596 units outstanding, respectively                                                           |                                        |            | 2,461,698         |           
|                                       | Limited Partners, 60,731,283 and 63,746,013 units outstanding, respectively                                                            |                                        |            | 797,214           |           
|                                       | Note receivable from Simon Property (interest at 7.8%, due 2009)                                                                       |                                        |            | (91,536           | )         
|                                       | Unamortized restricted stock award                                                                                                     |                                        |            | (15,433           | )         
|                                       |                                                                                                                                        |                                        |            |                   |           
|                                       |                                                                                                                                        | Total partners' equity                 |            |                   | 4,117,396 
|                                       |                                                                                                                                        |                                        |            |                   |           
|                                       |                                                                                                                                        | Total liabilities and partners' equity |            | $                 | 14,942,335
|                                       |                                                                                                                                        |                                        |            |                   |           

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 September 30, |         | For the Nine Months
Ended September 30, |        
|-------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | ------- | --------------------------------------- | -------
|
|REVENUE:                                                 |                                                                                                                                   |                                          |         |                                         |        
|                                                         | Minimum rent                                                                                                                      |                                          | $       | 334,534                                 |        
|                                                         | Overage rent                                                                                                                      |                                          |         | 9,578                                   |        
|                                                         | Tenant reimbursements                                                                                                             |                                          |         | 173,216                                 |        
|                                                         | Management fees and other revenues                                                                                                |                                          |         | 19,102                                  |        
|                                                         | Other income                                                                                                                      |                                          |         | 27,255                                  |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Total revenue                            |         |                                         | 563,685
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|EXPENSES:                                                |                                                                                                                                   |                                          |         |                                         |        
|                                                         | Property operating                                                                                                                |                                          |         | 85,886                                  |        
|                                                         | Depreciation and amortization                                                                                                     |                                          |         | 126,772                                 |        
|                                                         | Real estate taxes                                                                                                                 |                                          |         | 56,395                                  |        
|                                                         | Repairs and maintenance                                                                                                           |                                          |         | 18,678                                  |        
|                                                         | Advertising and promotion                                                                                                         |                                          |         | 14,177                                  |        
|                                                         | Provision for credit losses                                                                                                       |                                          |         | 2,250                                   |        
|                                                         | Home and regional office costs                                                                                                    |                                          |         | 17,688                                  |        
|                                                         | General and administrative                                                                                                        |                                          |         | 4,030                                   |        
|                                                         | Costs related to withdrawn tender offer (Note 8)                                                                                  |                                          |         | 10,500                                  |        
|                                                         | Other                                                                                                                             |                                          |         | 5,756                                   |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Total operating expenses                 |         |                                         | 342,132
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|OPERATING INCOME                                         |                                                                                                                                   |                                          | 221,553 |                                         |        
|Interest expense                                         |                                                                                                                                   |                                          | 149,213 |                                         |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|Income before minority interest                          |                                                                                                                                   |                                          | 72,340  |                                         |        
|Minority interest                                        |                                                                                                                                   |                                          | (888    | )                                       |        
|Gain (loss) on sales of assets and other, net (Note 9)   |                                                                                                                                   |                                          | (5,145  | )                                       |        
|Gain (loss) from debt related transactions, net          |                                                                                                                                   |                                          |        |                                         |        
|Income tax expense of taxable REIT subsidiaries          |                                                                                                                                   |                                          | (2,422  | )                                       |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|Income before unconsolidated entities                    |                                                                                                                                   |                                          | 63,885  |                                         |        
|Loss from MerchantWired, LLC, net (Note 5)               |                                                                                                                                   |                                          |        |                                         |        
|Income from other unconsolidated entities                |                                                                                                                                   |                                          | 24,559  |                                         |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|Income before discontinued operations                    |                                                                                                                                   |                                          | 88,444  |                                         |        
|Results of operations from discontinued operations       |                                                                                                                                   |                                          | 329     |                                         |        
|Loss on disposal or sale of discontinued operations, net |                                                                                                                                   |                                          | (12,935 | )                                       |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|NET INCOME                                               |                                                                                                                                   |                                          | 75,838  |                                         |        
|Preferred unit requirement                               |                                                                                                                                   |                                          | (18,518 | )                                       |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|NET INCOME AVAILABLE TO UNITHOLDERS                      |                                                                                                                                   | $                                        | 57,320  |                                         | $      
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|NET INCOME AVAILABLE TO UNITHOLDERS ATTRIBUTABLE TO:     |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | General Partner                          |         | $                                       | 43,325 
|                                                         |                                                                                                                                   | Limited Partners                         |         |                                         | 13,995 
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Net income                               |         | $                                       | 57,320 
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|BASIC EARNINGS PER UNIT:                                 |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Income before discontinued operations    |         | $                                       | 0.28   
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Net income                               |         | $                                       | 0.23   
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|DILUTED EARNINGS PER UNIT:                               |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Income before discontinued operations    |         | $                                       | 0.28   
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         |                                                                                                                                   | Net income                               |         | $                                       | 0.23   
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         | Net Income                                                                                                                        |                                          | $       | 75,838                                  |        
|                                                         | Unrealized gain (loss) on interest rate hedge agreements                                                                          |                                          |         | 3,415                                   |        
|                                                         | Net (income) loss on derivative instruments reclassified from accumulated other comprehensive income (loss) into interest expense |                                          |         | (138                                    | )      
|                                                         | Currency translation adjustment                                                                                                   |                                          |         | 9,474                                   |        
|                                                         | Other                                                                                                                             |                                          |         | (1,514                                  | )      
|                                                         |                                                                                                                                   |                                          |         |                                         |        
|                                                         | Comprehensive Income                                                                                                              |                                          | $       | 87,075                                  |        
|                                                         |                                                                                                                                   |                                          |         |                                         |        

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 Nine Months
Ended September 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) Loss 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 from 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 and other                     |                                                                                    |                                                                            
|                                               | Notes and advances to the Management Company and affiliate                          |                                                                                    |                                                                            
|                                               |                                                                                     |                                                                                    |                                                                            
|                                               |                                                                                     | Net cash used in investing activities                                              |                                                                            
|                                               |                                                                                     |                                                                                    |                                                                            
|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                                          |                                                                                    |                                                                            
|                                               |                                                                                     |                                                                                    |                                                                            
|                                               |                                                                                     | Net cash provided by (used in) financing activities                                |                                                                            
|                                               |                                                                                     |                                                                                    |                                                                            
|DECREASE IN CASH AND CASH EQUIVALENTS          |                                                                                     |                                                                                    | (40,077                                                                    
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                                     |                                                                                    | 390,644                                                                    
|                                               |                                                                                     |                                                                                    |                                                                            
|CASH AND CASH EQUIVALENTS, end of period       |                                                                                     | $                                                                                  | 350,567                                                                    
|                                               |                                                                                     |                                                                                    |                                                                            

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 September 30, 2003, we owned or held an interest in 238 income-producing properties in the United States, which consisted of 169 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.

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.

Structural Simplification

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, the rules and regulations of the Securities and Exchange Commission, and the accounting policies described in our financial statements
for the year ended December 31, 2002 as filed with the Securities and Exchange Commission. 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 September 30,
2003 are not necessarily indicative of the results to be obtained for the full fiscal year.

As
of September 30, 2003, of our 238 Properties we consolidated 158 wholly-owned Properties and 11 less than wholly-owned Properties which we control, and we accounted for 69
Properties using the equity method. We manage the day-to-day operations of 59 of the 69 equity method Properties.

6

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

Weighted Average for the Nine Months
Ended September 30,

As of September 30,

As of December 31,2003

2002

2003

200275.3%

73.4%

75.5%

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 in accordance with SFAS No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets."

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 were included in "Property operating" expense. These expenses
through September 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 consolidated statements of operations
and comprehensive income those items which no longer qualify as extraordinary items to income from continuing operations. In 2002, we reclassified $14.3 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 ten Properties sold to discontinued operations which is
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
September 30, |  | For the Nine Months Ended
September 30,
|--------------------------------------------- |  | ---------------------------------------- |  | ---------------------------------------
|
|Net Income available to Unitholders  Basic   |  | $57,320                                  |  | $77,103                                
|                                              |  |                                          |  |                                        
|Effect of dilutive securities:                |  |                                          |  |                                        
|Impact from all dilutive securities           |  |                                         |  |                                        
|                                              |  |                                          |  |                                        
|Net Income available to Unitholders  Diluted |  | $57,320                                  |  | $77,103                                
|                                              |  |                                          |  |                                        
|Weighted Average Units  Basic                |  | 248,233,296                              |  | 247,608,832                            
|Effect of stock options                       |  | 894,631                                  |  | 729,453                                
|Effect of convertible preferred Units (1)     |  |                                         |  |                                        
|                                              |  |                                          |  |                                        
|Weighted Average Units  Diluted              |  | 249,127,927                              |  | 248,338,285                            
|                                              |  |                                          |  |                                        

---

|                                    |  | For The Three Months Ended
September 30, |   | For the Nine Months Ended
September 30,
|----------------------------------- |  | ---------------------------------------- | - | ---------------------------------------
|
|Basic and diluted per Unit amounts: |  |                                          |   |                                        
|Discontinued operations             |  | $(0.05                                   | ) | $0.01                                  

For the period ending September 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 any period presented.

4.    Cash and Cash Flow Information

Our balance of cash and cash equivalents as of September 30, 2003 included $87.8 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 properties and diversify our risk in a particular property or trade area.
We may also use joint ventures in the development of new properties. We held joint venture ownership interests in 69 Properties as of September 30, 2003 and 68 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 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 69 joint
venture interests mentioned above, which includes Mall of America (see Note 8), 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 the joint venture and have as a result, gained control of the Property. We reclassified these line items into

8

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"Discontinued
Joint Venture Interests", so that we may present comparative results of operations for those joint venture interests held as of September 30, 2003.

|                                      |                  | September 30,
2003                     |           | December 31,
2002
|------------------------------------- | ---------------- | -------------------------------------- | --------- | -----------------
|BALANCE SHEETS                        |                  |                                        |           |                  
|Assets:                               |                  |                                        |           |                  
|Investment properties, at cost        |                  | $8,826,865                             |           | $8,157,283       
|Less  accumulated depreciation       |                  | 1,570,167                              |           | 1,327,751        
|                                      |                  |                                        |           |                  
|                                      |                  | 7,256,698                              |           | 6,829,532        
|Cash and cash equivalents             |                  | 247,050                                |           | 199,209          
|Tenant receivables                    |                  | 202,425                                |           | 199,421          
|Investment in unconsolidated entities |                  | 19,355                                 |           | 6,966            
|Other assets                          |                  | 207,854                                |           | 190,541          
|                                      |                  |                                        |           |                  
|                                      |                  | Total assets                           |           | $7,933,382       
|                                      |                  |                                        |           |                  
|Liabilities and Partners' Equity:     |                  |                                        |           |                  
|Mortgages and other notes payable     |                  | $5,764,397                             |           | $5,306,465       
|Accounts payable and accrued expenses |                  | 269,780                                |           | 289,126          
|Other liabilities                     |                  | 84,210                                 |           | 73,559           
|                                      |                  |                                        |           |                  
|Total liabilities                     |                  | 6,118,387                              |           | 5,669,150        
|Preferred Units                       |                  | 152,450                                |           | 125,000          
|                                      | Partners' equity |                                        | 1,662,545 |                  
|                                      |                  |                                        |           |                  
|                                      |                  | Total liabilities and partners' equity |           | $7,933,382       
|                                      |                  |                                        |           |                  
|Our Share of:                         |                  |                                        |           |                  
|Total assets                          |                  | $3,248,423                             |           | $3,121,271       
|                                      |                  |                                        |           |                  
|Partners' equity                      |                  | $657,616                               |           | $717,061         
|Add: Excess Investment, net           |                  | 810,905                                |           | 831,728          
|                                      |                  |                                        |           |                  
|Our net Investment in Joint Ventures  |                  | $1,468,521                             |           | $1,548,789       
|                                      |                  |                                        |           |                  
|Mortgages and other notes payable     |                  | $2,382,622                             |           | $2,279,609       
|                                      |                  |                                        |           |                  

"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.

9

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|                                                            |                          | For the Three
Months Ended
September 30, |         | For the Nine
Months Ended
September 30,
|----------------------------------------------------------- | ------------------------ | ---------------------------------------- | ------- | ---------------------------------------
|
|Revenue:                                                    |                          |                                          |         |                                        
|Minimum rent                                                |                          | $  220,789                               |         | $  205,484                             
|Overage rent                                                |                          | 5,396                                    |         | 5,733                                  
|Tenant reimbursements                                       |                          | 120,047                                  |         | 104,767                                
|Other income                                                |                          | 51,344                                   |         | 14,020                                 
|                                                            |                          |                                          |         |                                        
|                                                            | Total revenue            |                                          | 397,576 |                                        
|Operating Expenses:                                         |                          |                                          |         |                                        
|Property operating                                          |                          | 77,904                                   |         | 57,560                                 
|Depreciation and amortization                               |                          | 67,103                                   |         | 58,928                                 
|Real estate taxes                                           |                          | 34,039                                   |         | 31,559                                 
|Repairs and maintenance                                     |                          | 18,205                                   |         | 18,268                                 
|Advertising and promotion                                   |                          | 10,139                                   |         | 9,264                                  
|Provision for credit losses                                 |                          | 3,394                                    |         | 1,499                                  
|Other                                                       |                          | 17,889                                   |         | 8,292                                  
|                                                            |                          |                                          |         |                                        
|                                                            | Total operating expenses |                                          | 228,673 |                                        
|                                                            |                          |                                          |         |                                        
|Operating Income                                            |                          | 168,903                                  |         | 144,634                                
|Interest Expense                                            |                          | 91,119                                   |         | 88,600                                 
|                                                            |                          |                                          |         |                                        
|Income Before Minority Interest and Unconsolidated Entities |                          | 77,784                                   |         | 56,034                                 
|Income from unconsolidated entities                         |                          | 3,019                                    |         | (1,667)                                
|Minority interest                                           |                          | (178)                                    |         | (389)                                  
|                                                            |                          |                                          |         |                                        
|Income From Continuing Operations                           |                          | 80,625                                   |         | 53,978                                 
|Income from Discontinued Joint Venture Interests            |                          | 16                                       |         | 1,065                                  
|                                                            |                          |                                          |         |                                        
|Net Income                                                  |                          | $80,641                                  |         | $55,043                                
|                                                            |                          |                                          |         |                                        
|Third-Party Investors' Share of Net Income                  |                          | $50,889                                  |         | $32,188                                
|                                                            |                          |                                          |         |                                        
|Our Share of Net Income                                     |                          | $29,752                                  |         | $22,855                                
|Amortization of Excess Investment                           |                          | 5,193                                    |         | 5,711                                  
|                                                            |                          |                                          |         |                                        
|Income from Unconsolidated Entities                         |                          | $24,559                                  |         | $17,144                                
|                                                            |                          |                                          |         |                                        

Management Company

We consolidated the Management Company effective January 1, 2003. Therefore, the consolidated unaudited balance sheet as of September 30, 2003 and
the unaudited statements of operations and comprehensive income, and statements of cash flows for the periods ended September 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

---

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

For the Three
Month Period
Ended
September 30, 2002

For the Nine
Month Period
Ended
September 30, 2002Our share of:Management Company income excluding losses from MerchantWired LLC

$
4,745

$
12,674Losses from MerchantWired LLC





(32,742
)Total net income (loss)

$
4,745

$
(20,068
)


The losses from MerchantWired LLC for the nine-months ended September 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 under this EURO
sub-tranche in dollars, if necessary.

In
connection with our acquisition of Stanford Shopping Center on August 20, 2003, see Note 9, we secured a $220.0 million, 3.60% fixed rate, interest only, five
year mortgage. We borrowed $110.0 million from our Credit Facility and used available working capital to fund the remainder of the acquisition.

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.

11

---

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.

On
November 13, 2003 Simon Property announced that it will redeem the remaining 4,316,329 shares of its 6.50% Series B Convertible Preferred Stock on December 15,
2003 at a redemption price of 105% of the liquidated value plus accrued and unpaid distributions to the redemption date or $106.34 per share. At any time until the redemption date, and subject to the
terms of Simon Property's restated certificate of incorporation regarding conversions, each share of 6.50% Series B Convertible Preferred Stock may be converted at the option of the holder into
2.58605 shares of common stock of Simon Property. Accordingly, we will redeem the corresponding remaining 4,316,329 units of our 6.50% Series B Convertible Preferred Units on
December 15, 2003 at a similar redemption price. To the extent that holders convert to common stock of Simon Property we will issue an equivalent number of Units to Simon Property.

We
issued 411,314 Units to Simon Property related to employee stock options exercised during the first nine months of 2003. We used the net proceeds from the option exercises of
approximately $10.0 million for general working capital purposes.

8.     Commitments and Contingencies

Litigation

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. On August 12, 2002, the court granted in part and
denied in part motions for partial summary judgment filed by the parties.

Trial
on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In
the Order, the court found that numerous entities and individuals, but not us, breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple
Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled
to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remit to us the sum of $81.38 million within nine
months of the Order. The court further held that we must disgorge all net profits that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court
has appointed a Special Master to determine net profits. We understand that the court intends that the current day-to-day management of the Mall remains unchanged unless and
until Triple Five purchases our interest in the Mall.

We
disagree with many aspects of the Order and, at the appropriate time, will appeal the Order to the United States Court of Appeals for the Eighth Circuit. We have also filed a number
of post-trial motions, none of which have been decided. We are currently working with the Special Master appointed by the court. It is not possible to provide an assurance of the ultimate
outcome of the litigation.

As
a result of the Order, we recorded a $6.0 million loss that is included in "Gain (loss) on sales of assets and other, net" in the accompanying statements of operations and
comprehensive income, reflecting our estimate of the financial impact to us from complying with the Order and we have ceased recording any contribution to either net income or Funds from Operations
("FFO") from Mall of America.

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

12

---

Guarantee of Indebtedness

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
September 30, 2003, we have guaranteed or have provided letters of credit to support $74.9 million of our total $2.4 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.

Taubman Centers, Inc. Tender Offer

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. ("Taubman") and on January 15, 2003, Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, joined the
tender offer. On October 8, 2003, Simon Property and Westfield withdrew their tender offer for Taubman. Under the terms of our partnership agreement, we reimburse the operating expenses
incurred by Simon Property. As a result we expensed deferred acquisition costs of $10.5 million, net, related to this acquisition. These expenses are included in "Costs related to withdrawn
tender offer" in the accompanying statement of operations and comprehensive income. The withdrawal of the tender offer follows the enactment of a law, which amended the Michigan Control Share
Acquisitions Act. The law overturned the ruling earlier this year by the Michigan Federal District Court that the Taubman family had violated the statute by not obtaining shareholder approval for
their voting shares. The new law effectively allows the Taubman family group to block Simon Property's and Westfield's all-cash tender offer.

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 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
August 20, 2003, we purchased a 100% stake in Stanford Shopping Center in Palo Alto, California for $333.0 million from Stanford University. Stanford University will
continue to hold, as lessor, a
long-term ground lease underlying the asset. We funded this purchase with the mortgage discussed in Note 6, with borrowings from our Credit Facility, and with available working
capital.

On
November 10, 2003, we completed an initial series of transactions that increased our ownership in Kravco Investments ("Kravco") and The Kravco Company, its affiliated property
management company. The remaining transactions, for which definitive documents have been executed, are expected to close in the next two weeks. These transactions will increase our ownership in Kravco
from 18% to approximately 80% and in the management company from 15% to 50%. Kravco owns interests in seven regional malls, six of which are located in the Philadelphia metropolitan area. The total
consideration is approximately $300 million, including the assumption of $108 million of mortgage indebtedness and the issuance of $120 million of perpetual preferred units of the
Operating Partnership. We acquired our initial joint interest in Kravco as part of the Rodamco acquisition.

During
the period ended September 30, 2003, we sold nine non-core Properties, consisting of five regional malls and four community centers. We sold one
non-core mixed-use property on October 1, 2003. In total, we received net proceeds from these sales of $123.6 million, including $34.7 million of net
proceeds received on October 1, 2003. As a result of these transactions, we recorded a net loss of $25.7 million during the nine months ended September 30, 2003. The Properties
and their dates of sale consisted of:

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

As of December 31, 2002, the carrying value of the investment properties at cost, net of accumulated depreciation, of these Properties was $152.5 million. Total
revenues
from the discontinued operations totaled

13

---

$28.6 million
for the nine months ended September 30, 2002 and $39.2 million for the twelve months ended December 31, 2002.

10.   New Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This pronouncement initially affected
our limited life consolidated partnerships that have a minority limited partner and that include a termination date in their respective partnership agreements at which point the partnership must
redeem the outstanding equity interests for cash. However, on October 29, 2003, the FASB deferred recording the provisions of SFAS No. 150 that applied to limited life subsidiaries
indefinitely. As a result, we do not have any instruments that qualify within the scope of SFAS No. 150 as of September 30, 2003. In seven of our partnerships the applicable partnership
agreements provide for a contractual termination date based on specified dates or events. SFAS No. 150 requires disclosure of the estimated settlement value of these non-controlling interests.
As of September 30, 2003 the estimated settlement value of these non-controlling interests was approximately $25.0 million.

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51"
("FIN 46"). On October 9, 2003, the FASB announced that it had delayed the effective date of this interpretation to December 31, 2003. FIN 46 requires the consolidation of entities that
meet the definition of a variable interest entity 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
property partnerships rely primarily on 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 that we will consolidate some of our investments in unconsolidated entities as a result of the adoption of FIN 46. We will adopt
the interpretation on December 31, 2003.

14

---



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 September 30, 2003, we owned or held an interest in 238 income-producing properties in the United States, which consisted of 169 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 stable during the first nine months of 2003. Regional mall occupancy was 91.8% as of September 30, 2003 and September 30,
2002. Regional mall average base rents increased 4.9% to $31.83 per square foot ("psf") as of September 30, 2003 from $30.33 psf as of September 30, 2002. Our regional mall leasing
spreads during the first three quarters of 2003 were $8.17 psf as of September 30, 2003 compared to $7.85 psf as of September 30, 2002. The regional mall leasing spread for 2003 includes
new store leases signed at an average of $40.78

15

---

psf
initial base rents as compared to $32.61 psf for store leases terminating or expiring in the same period. Our same store leasing spread was $7.44 as of September 30, 2003 or a 19.7% 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 began to strengthen in the third quarter
and increased 1.8% to $398 psf as of September 30, 2003, from $391 as of September 30, 2002, as the overall economy begins to show signs of recovery.

During
2003, we completed acquisitions or increases in ownership of strong core Properties. On March 14, 2003, we purchased the remaining minority interest in The Forum Shops at
Caesars ("Forum Shops") in Las Vegas, NV from the minority limited partner who initiated the buy/sell provision of the partnership agreement. We purchased the 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 funded this purchase with borrowings from our $1.25 billion unsecured
credit facility (the "Credit Facility"). On August 20, 2003, we purchased a 100% stake in Stanford Shopping Center in Palo Alto, California for $333.0 million from Stanford University.
Stanford University will continue to hold, as lessor, a long-term ground lease underlying the asset. We funded this purchase with borrowings on our Credit Facility and a
$220.0 million, 3.6% fixed rate, interest only, five year mortgage. Including the effects of a hedging transaction previously entered into, the initial blended interest rate is 2.81%.

During
the first nine months of 2003, we continued to realize the benefits of the acquisitions we made during 2002. These acquisitions increased consolidated total revenues by
$74.3 million, consolidated operating income by $25.8 million, and income from unconsolidated entities by $8.4 million compared to the nine months ended September 30, 2002.

We
also took advantage of the continuing low long-term interest rate environment by issuing $500.0 million of unsecured notes on March 18, 2003 at a weighted
average fixed interest rate of 5.11% and weighted average term of 8.2 years. After including the impact of interest rate lock agreements, 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.

On
October 8, 2003, Simon Property and Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, withdrew the tender offer for Taubman. As a
result we expensed deferred acquisition costs of $10.5 million, net, related to this acquisition during the third quarter 2003. The withdrawal of the tender offer follows the enactment of a
law, which amended the Michigan Control Share Acquisitions Act.

We
expect our overall Portfolio performance will remain stable for the remainder of 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.
These include 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:



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



16

---



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 nine month periods.

Our
discontinued operations resulted from the sale of (or commitment to sell) the following Properties as of September 30, 2003 (date of sale):

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

In addition to the Property Transactions, on March 14, 2003, we purchased the remaining ownership interest in Forum Shops. 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 nine months ended September 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
nine months ended September 30, 2003.

Three Months Ended September 30, 2003 vs. Three Months Ended September 30, 2002

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $11.0 million during the period. The net effect
of the Property Transactions increased minimum rents $3.9 million and the purchase accounting estimation of the fair market value of in-place leases as part of our acquisitions,
including the Forum Shops, increased rents by $2.3 million. Comparable rents increased $4.8 million due to leasing of space at higher rents, resulting in an increase in base rents of
$4.5 million.

The
Management Company recorded fee revenues of $15.3 million and insurance premium revenues of $3.8 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 $14.0 million. The impact of the consolidation of the Management Company includes the addition
of $2.3 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income that totaled $4.2 million in
2002 received from the Management Company previously recorded in other income in 2002. In addition, outlot land sales decreased by $8.4 million due to higher than normal activity in 2002 and
lease settlement income decreased $4.3 million.

Consolidated
revenues from Simon Brand and Simon Business initiatives decreased $1.5 million to $22.5 million from $24.0 million. The decrease is the result of
revenues in 2002 that resulted from our settlement with Enron Corporation that totaled $8.6 million, net. The decrease was offset by a $3.9 million increase in revenues from our gift
certificates and gift card programs and a net $1.3 million increase primarily from parking services included in the Property Transactions. The remaining decrease is offset by increased
advertising rentals and event and sponsorship income. The increased revenues from our gift card and gift certificate programs were offset by a $0.9 million increase in operational expenses
relating to our gift card program which are included in property operating expenses.

Tenant
reimbursements increased $11.0 million of which the Property Transactions accounted for $2.7 million of the increase. The remaining portion of the increase is
primarily due to increases in comparable recoverable expenditures. The costs related to withdrawn tender offer of $10.5 million relate to our write off of deferred acquisition costs resulting
from the withdrawal of our joint tender offer with Westfield for Taubman. 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 $10.0 million of total operating expenses in 2003.

17

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Interest
expense decreased $2.6 million due to a decrease in weighted average interest rates as a result of recent refinancing activity and slightly lower variable interest rate
levels. These effects were partially offset by an increase in average borrowings as a result of the unsecured note offering in March of 2003 and the acquisition of Stanford Shopping Center.

In
2003, we recorded a $5.1 million net loss on the sale of assets, which primarily consists of the $6.0 million loss we recorded in connection with the Mall of America
litigation. In 2002, we recognized $1.8 million of expenses related to the early extinguishment of debt that consisted of prepayment penalties and the write-off of unamortized
mortgage costs.

Income
from unconsolidated entities increased $2.7 million during the comparative periods of which $2.9 million resulted from properties acquired in the Rodamco
acquisition. In addition, income from unconsolidated entities owned by the Management Company in 2003 totaled $2.0 million. Offsetting these increases income from unconsolidated entities
included income from the Management Company of $4.7 million in 2002.

The
impact on net income from the results of operations of the Management Company was an increase of approximately $3.7 million. The increase resulted from increased management
fees due to increased revenues of joint ventures and increased insurance premiums from insurance subsidiaries.

Finally,
we committed to sell one mixed-use Property during the period ended September 30, 2003. This non-core Property was sold for $34.7 million
in net proceeds, which were received on October 1, 2003, and resulted in a net loss of $13.0 million. As a result of this transaction, we reclassified the results of operations from this
consolidated Property to discontinued operations for 2003 and 2002.

Nine Months Ended September 30, 2003 vs. Nine Months Ended September 30, 2002

Minimum rents, excluding rents from our consolidated Simon Brand and Simon Business initiatives, increased $58.2 million during the period. The net effect
of the Property Transactions increased minimum rents $35.7 million and the purchase accounting estimation of the fair market value of in-place leases as part of our acquisitions,
including the Forum Shops, increased rents by $4.9 million. Comparable rents increased $17.6 million due to the leasing of space at higher rents, resulting in an increase in base rents
of $17.7 million. In addition, increased rents from carts, kiosks, and renting unoccupied in-line space increased comparable rents
from temporary tenant income by $2.4 million. These increases were offset by a $2.5 million decrease in straight-line rent revenue.

The
Management Company recorded fee revenues of $43.2 million and insurance premium revenues of $16.0 million.

Total
other income, excluding Simon Brand and Simon Business initiatives, decreased $31.7 million. The impact of the consolidation of the Management Company includes the addition
of $5.4 million of investment income primarily from the insurance subsidiaries and the elimination of consolidated intercompany interest and dividend income that totaled $10.7 million in
2002 received from the Management Company previously recorded in other income in 2002. In addition, outlot land sales decreased by $12.4 million due to higher than normal activity in 2002 and
lease settlement income decreased $4.3 million. In addition, other income in 2002 includes the 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 $10.9 million to $61.3 million from $50.4 million. This includes a
$7.6 million increase in revenues from our gift card and gift certificate programs and a net $5.4 million increase from the Property Transactions primarily due to parking services
acquired. These increases were offset by revenues in 2002 that resulted from our settlement with Enron Corporation that totaled $8.6 million, net. The remaining net increase in revenues is due
to increased rents and fees from service providers, increased advertising rentals, and event and sponsorship income. The increased revenues from our gift card and gift certificate programs were offset
by a $3.5 million increase in operational expenses relating to our gift card program which are included in property operating expenses.

Tenant
reimbursements increased $37.6 million of which the Property Transactions accounted for $15.7 million of the increase. The remaining portion of the increase is
primarily due to increases in comparable recoverable expenditures. Depreciation and amortization expenses increased $27.1 million primarily due to the net effect of the Property Transactions
and the consolidation of the Management Company. The costs related to withdrawn tender offer of $10.5 million relate to our write off of deferred acquisition costs resulting from the withdrawal
of the joint

18

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tender
offer with Westfield for Taubman. Other expenses decreased $1.9 million due the $4.0 million of expense related to a litigation settlement in 2002. This was offset by increased
ground rent expense of $1.4 million. 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 $34.3 million of total operating expenses in 2003.

Interest
expense increased $2.9 million. Our average borrowings increased as a result of the Rodamco acquisition, the unsecured note offering in March of 2003, and the
acquisition of Stanford Shopping Center. This increase was offset by an overall decrease in weighted average interest rates as a result of refinancing activity, an increase in capitalized imputed
interest due to increased development, renovation and expansion activity, and slightly lower variable interest rate levels.

In
2003, we recorded a $5.1 million net loss on the sale of assets, which primarily consists of the $6.0 million loss we recorded in connection with the Mall of America
litigation. In 2002, gains on sales of assets and other, net, were $169.2 million 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 sold two of the acquired Rodamco partnership interests
and one existing partnership interest to Teachers Insurance and Annuity Association of America to fund a portion of the Rodamco acquisition. In addition, as part of our disposition strategy we
disposed of four 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)     |  | 150.7        |  | 122.2      
|Asset held for sale     |  | Community center (3) and regional mall (1) |  | 25.6         |  | 0.0        
|Teachers Transaction    |  | Regional mall (3)                          |  | 198.0        |  | 25.1       
|Other                   |  | Pre-development costs                      |  | n/a          |  | (17.1)     
|                        |  |                                            |  |              |  |            
|                        |  |                                            |  | $421.0       |  | $169.2     
|                        |  |                                            |  |              |  |            
|                        |  |                                            |  |              |  |            



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. In addition, we recognized $1.8 million
of expenses related to the early extinguishment of debt that consisted of prepayment penalties and the write-off of unamortized mortgage costs.

Income
from unconsolidated entities increased $7.1 million during the comparative periods. In 2002, income from unconsolidated entities included income from all Management
Company operations of approximately $12.7 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. In 2003, income from unconsolidated entities owned by the Management Company in 2003 totaled $2.4 million. In addition, income from unconsolidated partnerships and joint ventures,
excluding the Management Company, increased $8.4 million resulting from the Rodamco acquisition and our $6.6 million share increase from outlot land sales. These increases were offset by
the loss of income due to the sale of our interests in the Mills Properties and Orlando Premium Outlets.

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 September 2002. The total technology write-off related to MerchantWired
LLC was $38.8 million before tax.

The
impact on net income from the results of operations of the Management Company, excluding the losses of MerchantWired LLC, increased by $2.1 million. 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 resulting in our share of a gain of $8.4 million,
net of tax.

19

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Finally,
we continued our disposition activities in 2003 with the sale of ten non-core Properties consisting of five regional malls, four community centers, and one
mixed-use Property, including one on October 1, 2003. These non-core Properties were sold for a total of $123.6 million, including $34.7 million of net
proceeds received on October 1, 2003, that resulted in a net loss of $25.7 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 $40.1 million to $350.6 million as of September 30, 2003, including a balance of $87.8 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 September 30, 2003, the Credit Facility had available
borrowing capacity of $588.6 million net of outstanding borrowings of $637.3 million, including borrowings of €23.5 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 and Simon Property also have access to public equity and long term unsecured debt 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 $644.6 million. This cash flow includes $37.8 million of
excess proceeds from refinancing activities primarily from two unconsolidated joint ventures. In addition, we consolidated $48.9 million of cash from the acquisition of the remaining ownership
interests in the Management Company. We also received $91.8 million primarily from the sale of nine non-core Properties. Finally, we had net proceeds from all of our debt financing
and repayment activities of $470.6 million as discussed below in Financing and Debt. We used these proceeds to fund our $174.0 million acquisition of the remaining minority interest in
Forum Shops and the $333.0 million acquisition of Stanford Shopping Center. 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 unitholders necessary to maintain Simon Property's 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:



Financing and Debt

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.

20

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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% senior 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 nine months of 2003, the maximum amount outstanding under the Credit
Facility was
$649.3 million and the weighted average amount outstanding was $342.5 million. The weighted average interest rate was 1.87% for the nine month period ended September 30, 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 under this EURO
sub-tranche in dollars, if necessary.

Secured Financing

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 with a $100.0 million 4.60% fixed rate mortgage that matures on July 1, 2013. The previous
mortgage had a balance of $85.5 million at a weighted average fixed rate of 7.16% and was to mature on December 31, 2003. On August 20, 2003, we secured a $220.0 million,
3.60% fixed rate, interest only, five year mortgage to fund a portion of the acquisition of Stanford Shopping Center.

We
have recently negotiated a $550 million leasehold financing for Forum Shops, which we expect to close in November 2003. This new debt is fixed-rate at 4.79%
for a term of 7 years. This will replace the existing $185.0 million mortgage that had an initial maturity of May 2004 and was effectively fixed at an average interest rate of
6.67% including interest rate protection agreements. The financing will generate excess proceeds of approximately $371 million that we expect to use to unencumber one asset and for general
corporate purposes.

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
September 30, 2003 |            | Effective
Weighted
Average
Interest Rate |      | Adjusted
Balance as of
December 31, 2002 |   | Effective
Weighted
Average
Interest Rate | 
|--------------- |  | ----------------------------------------- | ---------- | ---------------------------------------- | ---- | ---------------------------------------- | - | ---------------------------------------- | 
|Fixed Rate      |  | $                                         | 8,240,546  |                                          | 6.73 | %                                        | $ | 7,941,122                                | 
|Variable Rate   |  |                                           | 1,759,708  |                                          | 2.53 | %                                        |   | 1,604,959                                | 
|                |  |                                           |            |                                          |      |                                          |   |                                          | 
|                |  | $                                         | 10,000,254 |                                          | 5.99 | %                                        | $ | 9,546,081                                | 
|                |  |                                           |            |                                          |      |                                          |   |                                          | 

As
of September 30, 2003, we had interest rate cap protection agreements on $296.0 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 1.26% at September 30, 2003. We also hold $370.0 million of notional amount variable rate
swap agreements that have a weighted average pay rate of 1.23% and a weighted average receive rate of 3.52% at September 30, 2003. As of September 30, 2003, the net effect of these
agreements effectively converted $36.0 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.

21

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

|                                       |                    | 2003 |         | 2004  2005 |   | 2006  2008 |           | After 2008 |           | Total    
|-------------------------------------- | ------------------ | ---- | ------- | ----------- | - | ----------- | --------- | ---------- | --------- | ---------
|Long Term Debt                         |                    |      |         |             |   |             |           |            |           |          
|                                       | Consolidated (1)   |      | $       | 259,900     |   | $           | 2,508,860 |            | $         | 3,661,279
|                                       |                    |      |         |             |   |             |           |            |           |          
|Pro rata share of Long Term Debt:      |                    |      |         |             |   |             |           |            |           |          
|                                       | Consolidated (2)   |      | $       | 259,796     |   | $           | 2,507,743 |            | $         | 3,611,199
|                                       | Joint Ventures (2) |      |         | 34,130      |   |             | 464,035   |            |           | 916,555  
|                                       |                    |      |         |             |   |             |           |            |           |          
|Total Pro Rata Share of Long Term Debt |                    |      | 293,926 |             |   | 2,971,778   |           |            | 4,527,754 |          
|Consolidated Ground Lease commitments  |                    | $    | 2,552   |             | $ | 21,564      |           | $          | 32,585    |          
|                                       |                    |      |         |             |   |             |           |            |           |          
|Total                                  |                    | $    | 296,478 |             | $ | 2,993,342   |           | $          | 4,560,339 |          
|                                       |                    |      |         |             |   |             |           |            |           |          
|                                       |                    |      |         |             |   |             |           |            |           |          



We expect to meet our 2003 debt 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 joint venture Property, and is non-recourse to us.
As of September 30, 2003, we have guaranteed or have provided letters of credit to support $74.9 million of our total $2.4 billion share of joint venture mortgage and other
indebtedness presented in the table above.

Convertible Preferred Units

On November 13, 2003 Simon Property announced that it will redeem the remaining 4,316,329 shares of its 6.50% Series B Convertible Preferred Stock
on December 15, 2003 at a redemption price of 105% of the liquidated value plus accrued and unpaid distributions to the redemption date or $106.34 per share. At any time until the redemption
date, and subject to the terms of Simon Property's restated certificate of incorporation regarding conversions, each share of 6.50% Series B Convertible Preferred Stock may be converted at the
option of the holder into 2.58605 shares of common stock of Simon Property. Accordingly, we will redeem the corresponding remaining 4,316,329 units of our 6.50% Series B Convertible Preferred
Units on December 15, 2003 at a similar redemption price. To the extent that holders convert to common stock of Simon Property we will issue an equivalent number of Units to Simon Property.

Dividends and Distributions

We paid a distribution of $0.60 per Unit in the third 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 and Dispositions

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 to provide increased cash flow.

On
November 10, 2003, we completed an initial series of transactions that increased our ownership in Kravco Investments ("Kravco") and The Kravco Company, its affiliated property
management company. The remaining transactions, for which definitive documents have been executed, are expected to close in the next two weeks. These transactions will increase our ownership in Kravco
from 18% to approximately 80% and in the management company from 15% to 50%. Kravco owns interests in seven regional malls, six of which are located in the Philadelphia metropolitan area. The total
consideration is approximately $300 million, including the assumption of $108 million of

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mortgage
indebtedness and the issuance of $120 million of perpetual preferred units of the Operating Partnership. We acquired our initial joint interest in Kravco as part of the Rodamco
acquisition.

Substantially
all of our joint venture Properties are subject to rights of first refusal, buy-sell provisions, or other sale rights for 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.

Dispositions.We continue to pursue the sale, under the right circumstances, of Properties that no longer
meet our strategic
criteria. In 2003, we disposed of ten non-core Properties that no longer met our strategic criteria, consisting of five regional malls, four community centers, and one
mixed-use property. If we sell any Properties that are currently 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 average overall quality of our Portfolio.

Development Activity

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 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 September 30, 2003 (dollars in millions):

|Property                  |  | Location         |  | Gross
Leasable Area |  | Estimated
Total
Cost (b) |       | Our Share of
Estimated
Total Cost |   | Our Share of
Construction
in Progress (a) |     | Actual/Estimated
Opening Date
|------------------------- |  | ---------------- |  | ------------------- |  | ------------------------ | ----- | --------------------------------- | - | ----------------------------------------- | --- | -----------------------------
|Opened                    |  |                  |  |                     |  |                          |       |                                   |   |                                           |     |                              
|Las Vegas Premium Outlets |  | Las Vegas, NV    |  | 435,000             |  | $                        | 87.8  |                                   | $ | 43.9                                      |     | $                            
|Rockaway Town Court       |  | Rockaway, NJ     |  | 89,000              |  |                          | 17.4  |                                   |   | 17.4                                      |     |                              
|Under construction        |  |                  |  |                     |  |                          |       |                                   |   |                                           |     |                              
|St. John's Town Center    |  | Jacksonville, FL |  | 1,500,000           |  |                          | 125.9 |                                   |   | 107.1                                     | (c) |                              
|Chicago Premium Outlets   |  | Chicago, IL      |  | 438,000             |  |                          | 76.3  |                                   |   | 38.1                                      |     |                              
|Clay Terrace              |  | Carmel, IN       |  | 570,000             |  |                          | 99.7  |                                   |   | 49.8                                      |     |                              
|Lakeline Village          |  | Austin, TX       |  | 42,000              |  |                          | 6.5   |                                   |   | 6.5                                       |     |                              

---



We expect to fund these capital projects with either available cash flow from operations, borrowings from our Credit Facility, or project specific
construction loans. We expect total 2003 new development costs during the year to be approximately $140 million.

Strategic Expansions and Renovations.We also seek to increase the profitability and market share of the
Properties through
strategic renovations and expansions. The following describes our significant renovation and/or

23

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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 September 30, 2003
(dollars in millions):

|Property               |  | Location      |  | Gross
Leasable Area |  | Estimated
Total
Cost (b) |       | Our Share of
Estimated
Total Cost |   | Our Share of
Construction
in Progress (a) |  | Actual/Estimated
Opening Date
|---------------------- |  | ------------- |  | ------------------- |  | ------------------------ | ----- | --------------------------------- | - | ----------------------------------------- |  | -----------------------------
|Opened                 |  |               |  |                     |  |                          |       |                                   |   |                                           |  |                              
|The Galleria           |  | Houston, TX   |  | 696,000             |  | $                        | 143.7 |                                   | $ | 45.2                                      |  | $42.8                        
|Barton Creek Square    |  | Austin, TX    |  | 40,000              |  |                          | 28.3  |                                   |   | 28.3                                      |  | 24.1                         
|Under Construction     |  |               |  |                     |  |                          |       |                                   |   |                                           |  |                              
|Forum Shops at Caesars |  | Las Vegas, NV |  | 175,000             |  | $                        | 139.0 |                                   | $ | 139.0                                     |  | $46.5                        
|Southpark Mall         |  | Charlotte, NC |  | 309,000             |  |                          | 97.1  |                                   |   | 97.1                                      |  | 72.2                         
|Dadeland Mall          |  | Miami, FL     |  | 71,000              |  |                          | 34.3  |                                   |   | 17.2                                      |  | 17.2                         

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We have renovation and/or expansion projects currently under construction or in preconstruction development and expect to invest a total of
approximately $230 million on redevelopment projects in 2003.

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 $69.2 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
September 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 421,000 of square feet of mall shop tenants in 2003. We expect 2003 to be similar to 2002 in terms of square feet lost to
bankruptcies.

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 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.

24

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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.

25

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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



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. On August 12, 2002, the court granted in part and denied in part motions
for partial summary judgment filed by the parties.

Trial
on all of the equitable claims in this matter began June 2, 2003. On September 10, 2003, the court issued its decision in a Memorandum and Order (the "Order"). In
the Order, the court found that numerous entities and individuals, but not us, breached their fiduciary duties to Triple Five. The court did not award Triple Five damages but instead awarded Triple
Five equitable and other relief and imposed a constructive trust on that portion of the Mall of America owned by us. Specifically, as it relates to us, the court ordered that Triple Five was entitled
to purchase from us the one-half partnership interest that we purchased from Teachers in October 1999, provided Triple Five remit to us the sum of $81.38 million within nine
months of the Order. The court further held that we must disgorge all net profits that we received as a result of our ownership interest in the Mall from October 1999 to the present. The court
has appointed a Special Master to determine net profits. We understand that the court intends that the current day-to-day management of the Mall remains unchanged unless and
until Triple Five purchases our interest in the Mall.

We
disagree with many aspects of the Order and, at the appropriate time, will appeal the Order to the United States Court of Appeals for the Eighth Circuit. We have also filed a number
of post-trial motions, none of which have been decided. We are currently working with the Special Master appointed by the court. It is not possible to provide an assurance of the ultimate
outcome of the litigation.

As
a result of the Order, we recorded a $6.0 million loss that is included in "Gain (loss) on sales of assets and other, net" in the accompanying statements of operations and
comprehensive income, reflecting our estimate of the financial impact to us from complying with the Order and we have ceased recording any contribution to either net income or Funds from Operations
("FFO") from Mall of America.

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 alleged that
the Board of Directors

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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. On October 8, 2003, Simon Property along
with Westfield America, Inc. ("Westfield"), the U.S. subsidiary of Westfield America Trust, jointly withdrew their tender offer for Taubman. The withdrawal of the tender offer follows the
enactment of a law, which amended the Michigan Control Share Acquisitions Act. The law overturned the ruling earlier this year by the Michigan Federal District Court that the Taubman family had
violated the statute by not obtaining shareholder approval for their voting shares. The new law effectively allows the Taubman family group to block Simon Property's and Westfield's
all-cash tender offer. As a result of the new legislation and the withdrawal of Simon Property's joint tender offer, on October 16, 2003, Simon Property dismissed its litigation
against Taubman Centers.

Item 6.    Exhibits and Reports on Form 8-K



| |  | 3.1  |  | Simon Property Group, L.P. Amended and Restated Supplement to Seventh Amended and Restated Limited Partnership Agreement                                                                       
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.             



None.

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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.



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